Spin-off

Companies

1) Unicorn Systems a.s., Company ID No. 251 10 853, registered in the Commercial Register maintained by the Municipal Court in Prague, Section B, Insert 4579, with its registered office at V kapslovně 2767/2, Žižkov, 130 00 Prague 3

(hereinafter also referred to as the “demerged company”)

and

2) Unicorn Grid Systems a.s., Company ID No. 219 41 343, registered in the Commercial Register maintained by the Municipal Court in Prague, Section B, Insert 29046, with its registered office at V kapslovně 2767/2, Žižkov, 130 00 Prague 3

3) Unicorn Market Systems a.s., Company ID No. 219 41 751, registered in the Commercial Register maintained by the Municipal Court in Prague, Section B, Insert 29047, with its registered office at V kapslovně 2767/2, Žižkov, 130 00 Prague 3

4) Unicorn Business Systems a.s., Company ID No. 219 40 321, registered in the Commercial Register maintained by the Municipal Court in Prague, Section B, Insert 29044, with its registered office at V kapslovně 2767/2, Žižkov, 130 00 Prague 3

5) Unicorn Cloud Systems a.s., Company ID No. 219 40 665, registered in the Commercial Register maintained by the Municipal Court in Prague, Section B, Insert 29045, with its registered office at V kapslovně 2767/2, Žižkov, 130 00 Prague 3

6) Axelum s.r.o., Company ID No. 256 39 056, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 57071, with its registered office at V kapslovně 2767/2, Žižkov, 130 00 Prague 3

7) Unicorn Systems HSI s.r.o., Company ID No. 453 14 951, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 7470, with its registered office at V kapslovně 2767/2, Žižkov, 130 00 Prague 3

(hereinafter also referred to as the “successor companies”)

(the demerged company and the successor companies hereinafter jointly referred to as the “participating companies”)

intend to carry out a corporate transformation consisting of a spin-off by merger with the decisive date of 1 January 2025.

The participating companies hereby inform that the transformation project has been deposited in the Collection of Deeds maintained by the Municipal Court in Prague.

 ​

Notice to creditors of their rights

The statutory bodies of the Participating Companies hereby notify creditors and debtors of their rights pursuant to Sections 35 to 39 of the Act on Transformations, namely that creditors of the Participating Companies who register their non-matured claims within six months from the date on which the registration of the transformation in the Commercial Register becomes effective towards third parties may request the provision of adequate security, if as a result of the transformation the recoverability of their claims deteriorates.

This right shall lapse upon the expiry of the aforementioned period.

If no agreement is reached between the creditor and the person participating in the transformation or the Successor Company regarding the method of securing the claim, the court shall decide on the adequate security with regard to the nature and amount of the claim.

If the creditor proves that, as a result of the transformation, the recoverability of its claim will be substantially reduced and the person participating in the transformation has not provided adequate security, the creditor may request adequate security even before the registration of the transformation in the Commercial Register.

The right to request security shall not apply to creditors:

a) who have the right to preferential satisfaction of their claims in insolvency proceedings,
b) who are considered secured creditors for the purposes of insolvency proceedings, or
c) whose claims arose only after the registration of the transformation in the Commercial Register.

Holders of convertible bonds and participating bonds and holders of other participating securities or book-entry participating securities other than shares to which special rights are attached shall, upon the effectiveness of the transformation, acquire towards the successor joint-stock company the same rights as they had towards the issuer.

The exchange ratio by which existing rights to receive participating securities or book-entry participating securities are converted into rights to receive participating securities of the successor company or its book-entry participating securities must be specified in the transformation project, must be appropriate and justified, and must be reviewed in the same manner as the exchange ratio of shares or ownership interests.

The provisions on the right to compensation (additional settlement) shall apply mutatis mutandis.

The provisions of the preceding paragraph shall not apply if the meeting of holders of such securities or all holders of such securities have consented to the change of their rights or if such holders have the right to require the successor company or cooperative to repurchase such securities.

For the repurchase of such securities, the provisions of Sections 146 to 151a shall apply mutatis mutandis.

The rights of bondholders under special legislation shall not be affected by the provisions of Sections 36 and 37.

Section 35 shall not apply if the meeting of bondholders has approved the transformation in accordance with special legislation.

The obligation to pay up a contribution or the issue price of shares shall not be affected by the transformation unless otherwise provided by this Act.

Notice to employees of their rights

As a result of the transformation, the employment relationships of employees of the Demerged Company specified in the transformation project shall transfer to the respective Successor Companies, which shall become their new employers.

The Participating Companies hereby inform these employees that, pursuant to Section 338 of Act No. 262/2006 Coll., the Labour Code, all rights and obligations arising from their employment relationships shall transfer to the respective Successor Companies.

In accordance with Section 339(1) and (2) of the Labour Code, the Participating Companies are obliged, well in advance of the effective date of the transformation, but no later than 30 days before the transfer of rights and obligations arising from employment relationships, to inform the representatives of the affected employees, or the affected employees themselves, of the transfer of employment relationships and to discuss with them, with the aim of reaching agreement, the following:

a) the determined or proposed date of the transfer,
b) the reasons for the transfer,
c) the legal, economic and social consequences of the transfer for the affected employees,
d) the measures envisaged in relation to the affected employees.

As a result of the transformation, only the person of the employer of the affected employees shall change.

The content of the employment relationships of these employees shall remain unaffected by the transformation.

The employment relationships of the affected employees shall therefore continue, and the relevant Successor Companies shall assume all rights and obligations arising from these employment relationships.

Notice to shareholders and members of their rights

In accordance with Section 33(1)(b) of the Act on Transformations, the Participating Companies hereby notify the shareholders and members of the Participating Companies of their rights arising under the Act on Transformations, in particular, but not exclusively, the rights arising from Sections 7 et seq., Section 11a(2), Section 34, Sections 50 et seq., and Sections 52 et seq. of the Act on Transformations.