Announcements

NOTICE ABOUT SHARE CONVERSION

Pápai Termálvízhasznosító Kereskedelmi és Szolgáltató Zártkörűen Működő Részvénytársaság (headquarters: 8500 Pápa, Várkert út 5., company registration number: 19-10-500232, hereinafter: the Company) decided at its general meeting on March 31, 2022, in founding resolution No. 8/2022 (03.31.) – based on the relevant provisions of Act CXX of 2001 on the Capital Market (hereinafter: CMA) – regarding the 2,968 printed shares issued by the Company (that is, two thousand nine hundred sixty-eight) of Series "A",registered common shares with a nominal and issue value of HUF 500,000 each (that is, five hundred thousand forints), 30 pcs (that is, thirty pieces) of Series "B" egistered shares with a nominal and issue value of HUF 500,000 each (that is, five hundred thousand forints), providing dividend preference (Civil Code Section 3:231), On the conversion of 1 piece (that is, one piece) of Series "C" share with a nominal and issue value of HUF 500,000 (that is, five hundred thousand forints), registered in the name of the holder, granting priority related to voting rights (voting preference) (Civil Code 3:232 § (1)) and 1 piece (that is, one piece) of Series "D" share with a nominal and issue value of HUF 500,000 (that is, five hundred thousand forints), registered in the name of the holder, granting priority regarding the appointment of executive officers and supervisory board members (Civil Code 3:233 § (1)-(5)) into dematerialized common shares (hereinafter: Conversion).

In view of this, the Company addresses the following notice to the sole shareholders of the Company.

With this announcement, the Company calls on the shareholders of the Company to submit the shares produced by the Company in printed form for the purpose of conversion into dematerialized securities within the period specified below, at the place and during the time specified herein.

1. Call for Submission

With this announcement, the Company calls on its Shareholders to submit the printed shares for the purpose of conversion into dematerialized shares within the period specified below, at the place and during the time indicated.

The conditions for a valid submission are: a) shares produced by printing must be delivered at the specified location during the specified period, b) at the time of delivery of the shares, the sole shareholder must have a securities account and provide the name of the investment firm or credit institution managing it and the securities account number held at KELER. The acceptance of damaged or defaced shares is possible only if the security, as the share with the given serial number, can be clearly identified. In the absence of the simultaneous fulfillment of the above conditions, the shares are considered unsubmitted shares, meaning that no dematerialized shares will be credited to the shareholder's securities account on the Conversion record date. For each properly submitted share produced by printing, the shareholder is entitled to have a dematerialized share credited to their securities account representing the same number, the same nominal value, and the same shareholder rights as the submitted share.

2. Information regarding the Transformation

• Place for submitting shares: the Company’s headquarters (8500 Pápa, Várkert út 5.);
• Start date of the Transformation – the start of submitting shares: May 30, 2022, provided that if all shares are submitted, the Transformation may be completed earlier, and the date of the Transformation (the next working day following the last day designated for submission) may be adjusted accordingly.
• Duration of the Transformation: sixty (60) days, i.e., from May 15, 2022, to July 14, 2022;
• Date of the Transformation: the working day following the day designated for submitting shares, on which the Company is obligated to issue the document (share certificate) according to Section 7 (2) of the Capital Market Act.
• Day of the Transformation: July 15, 2022.

On the Conversion Day, the Company shall declare the shares invalid and convert them into dematerialized securities. The Conversion of the shares does not affect the rights attached to the shares. On the Conversion Day, by its resolution, the Company shall declare its previously printed shares invalid, which shall be carried out on the shares in accordance with Government Decree No. 98/1995 (VIII.24.).

3. Unsubmitted Shares Produced by Printing

The Company informs the shareholder about the rules for selling dematerialized shares that replace unsubmitted shares:

• the dematerialized shares replacing the validly unsubmitted shares will be sold by the Company within six months from the transformation through a notice at an investment firm or credit institution designated as a commission agent;
• only those shareholders who validly submitted the printed share(s) they owned during the submission period are entitled to acquire the relevant share(s);
• the consideration for the relevant share(s) is equal to the nominal value of the share(s);
• Shareholders wishing to acquire the share(s) are obliged to indicate their intention to buy in writing to the investment firm or credit institution specified in the announcement – the evaluation of the purchase offer is carried out in the order of receipt by the investment firm, depending on the number of remaining unsold shares;
• The security shall be credited to the shareholder's account after payment of the consideration for the share(s) to be acquired. In the event that the sale is unsuccessful, the Company shall reduce the share capital by the nominal value of the unsold shares at the first shareholder decision following the deadline set for the sale, in accordance with Section 12 (1) of the Capital Market Act. A share declared invalid cannot be the subject of trading; however, by delivering it and providing the details of its securities account, the owner of the invalidated share may claim the crediting of the dematerialized share to their account, or, if the sale of the entire quantity of shares has taken place, the consideration for the sold dematerialized share. The Company shall pay the consideration for the sold dematerialized securities, reduced by the costs incurred until the claim is asserted, to the last registered owner of the share in the event of the transfer of a canceled share, taking into account the rules applicable to the statute of limitations of the claim embodied in the security. The Company shall not pay interest on the consideration for the sold dematerialized share. The Company shall publish a notice on the Company's website regarding the amount of the consideration, the place and conditions of payment, and the starting date. The payment shall be made after the expiration of the six (6) month period or following the sale of the dematerialized shares replacing all non-submitted physically printed shares.