Share conversion
ANNOUNCEMENT
on the conversion of the shares of INNObyte Informatikai Zártkörűen Működő Részvénytársaság to dematerialised securities
The General Meeting (hereinafter: “General Meeting“) of INNObyte Informatikai Zártkörűen Működő Részvénytársaság (registered office: 1115 Budapest, Bartók Béla út 105-113. 6. em.; company registration number: 01-10-140457; hereinafter: “Company“) held on 27 October 2020 adopted Resolution no. 4/2020. (10.27.) of the General Meeting on the conversion of 1,000 units of series “A” printed ordinary registered shares issued by the Company with a nominal value and issue value of HUF 100,000 (i.e. one hundred thousand forints) each to dematerialised securities.
Also on 27 October 2020, the Company’s General Meeting adopted Resolution no. 6/2020. (10.27.) of the General Meeting on the conversion of 4 (four) units of series “A” ordinary registered shares with a nominal value and issue value of HUF 100,000 (i.e. one hundred thousand forints) each out of the 1,000 units of series “A” ordinary registered shares issued by the Company with a nominal value and issue value of HUF 100,000 (i.e. one hundred thousand forints) each into 1 unit each of series “B”, “C” and “D” preference shares with a nominal value and issue value of HUF 100,000 (i.e. one hundred thousand forints) each that grant rights to appoint senior executives and managing directors and preemptive rights (i.e. cumulative preferential rights) under Section 3:240 of the Civil Code and 1 unit of series “E” preference shares with a nominal value and issue value of HUF 100,000 (i.e. one hundred thousand forints) that grant rights to appoint senior executives, preemptive rights and preferential voting rights (i.e. cumulative preferential rights) under Section 3:230 (2) f) of the Civil Code, as a result of which the Company now has a total of 996 (nine hundred and ninety-six) units of series “A” dematerialised ordinary registered shares with a nominal value and issue value of HUF 100,000 (i.e. one hundred thousand forints) each and a total of 4 (four) units of series “B”, “C”, “D” and “E” preference shares with a nominal value and issue value of HUF 100,000 (i.e. one hundred thousand forints) each.
Announcement on the submission of printed shares
Having regard to the above, the Company has issued this announcement to request Shareholders to submit their printed shares for the purpose of carrying out the redemption and conversion as set out in this announcement.
When submitting their shares, Shareholders are required to specify an investment firm or a credit institution authorised to provide investment services where they have a contract for a securities account and are required to provide the number of their securities accounts. If a Shareholder fails to do so, they will be deemed to have failed to submit their shares.
A representative specified in a private deed with full probative value or a public deed may act on behalf of a Shareholder in making the submission, provided that the Shareholder granting the power of attorney must specify the securities account to which the dematerialised shares should be credited in the power of attorney.
996 (nine hundred and ninety-six) units of series “A” dematerialised ordinary shares with the same nominal value as the submitted shares received in exchange for their duly submitted printed ordinary shares and 1 unit of series “B”, 1 unit of series “C”, 1 unit of series “D” and 1 unit of series “E” dematerialised preference shares with the same nominal value as the submitted shares received in exchange for 4 (four) units of duly submitted printed ordinary shares may be credited by the Shareholders to their respective securities accounts.
Place of submission of the shares
The Company’s registered office at 1115 Budapest, Bartók Béla út 105-113. 6. em.
Period available for the submission of the shares
The start date of the period available for submission is the date of publication of this announcement in the Company Gazette, and its duration is 60 (i.e. sixty) days. The procedure may be concluded earlier if all securities have been submitted.
Date of conversion of the shares
The workday following the deadline for the submission of printed shares. The Company is required to issue the document specified in Section 7 (2) of the Capital Market Act at the date of conversion.
The share conversion process
At the date of conversion, the Company will invalidate the series of shares to be converted and will convert it into dematerialised securities. The Company will keep a record of the serial numbers of shares not duly submitted for conversion. The dematerialised shares replacing the shares not duly submitted for conversion will be sold by the Company through investment firms or credit institutions within six months from the date of conversion. In the event that such sale is unsuccessful, the Company will reduce the share capital in the first general meeting after the deadline for sale has expired. Securities deemed invalid may not be sold; however, upon presenting such securities, their holders may demand that the dematerialised securities be issued to them or, if already sold, demand that the consideration received for the dematerialised securities sold or the amount due upon expiry be paid. Until contacted by the holder, the Company will keep the consideration received for the securities sold or the amount due upon expiry on an escrow account managed by a credit institution. Holders of securities who have missed the deadline for submission will be required to pay all costs incurred up until the date at which the claim is submitted. The same rules regarding the limitation period apply to the monetary claim replacing the claim for the securities as in the case of the limitation period for securities representing monetary claims.
Entry in the share register
Existing entries in the Company’s share register with the relevant serial numbers of the shares will be deleted as at the date of conversion. Shareholders are hereby requested to file their requests for entry in the share register after the date of conversion, either in person or via their securities account managers.
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