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Investor Presentaiton

― In some cases, the merger procedure can be significantly simplified. In the case of mergers of joint-stock companies, it is possible to allow the voluntary buyout of new shares representing a minority share in the merging company, if the successor company owns more than 90 percent of the merging company's voting rights. Companies with different legal forms can also merge, and mergers may involve more than two entities. Cross-border mergers are possible; however, a number of special regulations apply. The transfer of assets to a shareholder is a le- gal form of company transformation in which a company's assets are transferred to a share- holder owning more than 90 percent of the company's registered capital and also repre- senting more than 90 percent of the compa- ny's voting rights. A company can be demerged (divided) through: - demerger by formation of new companies; = demerger by acquisition; spin-off connected with new company formation; ― spin-off connected with acquisition; ― a combination of the options mentioned under either 1 or 2 or 3 and 4. Upon the demerger of a company by the for- mation of new companies or by acquisition, the company being demerged ceases to exist with- out liquidation, while in a demerger by spin-off its existence continues. Czech legislation allows a company to change its legal form solely by changing its internal legal position and structure, but not having to cease to exist. Under certain conditions stipulated by Czech legislation, a foreign company with its regis- tered office in another EU or EEA country can relocate to the Czech Republic while a Czech company can relocate to another EU or EEA country. Public bid for purchase or exchange of participating securities issued by a joint-stock company Should someone (an entity or individual) in- tend to make an offer to more than 100 share- holders or if the volume of requested securities exceeds one percent of the issue of the regu- lated market, the offer must be made in the form of a public bid. If a public bid is required by law, the offer must correspond to the value 86
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