6B4E2B08-D5B8-4AC0-A228-74CC15E2400D_1_201_a

Public offer to buy shares

addressed to the shareholders of the company MAENTIVA Management, a.s., IČO 241 98 129, with its registered office in Prague 2, Nové Město, Vyšehradská 1349/2, zip code 128 00, registered in the commercial register maintained by the Municipal Court in Prague, in section B, file no. 17 770 hereinafter ("Company") according to Section 322 et seq. Act No. 90/2012 Coll., Act on Business Corporations, as amended (hereinafter referred to as "ZOK"), as follows:

I.
Proponent, manifestation of will 

The trading company MAENTIVA Management, a.s., IČO 241 98 129, with its registered office in Prague 2, Nové Město, Vyšehradská 1349/2, ZIP code 128 00, hereby submits a public proposal for a share purchase agreement intended for its shareholders and relating to the joint-stock company MAENTIVA Management, a.s., IČO 241 98 129, with registered office in Prague 2, Nové Město, Vyšehradská 1349/2, zip code 128 00, registered in the commercial register maintained by the Municipal Court in Prague, in section B, file no. 17770.

The Proposer makes this public proposal to the Company's shareholders to enter into a share purchase agreement, hereinafter referred to as the ("Proposal") and expresses the will to be bound by the agreement in the event of its acceptance.

II.
Determination of the shares covered by the public offer

ordinary shares of the Company with a nominal value of CZK 1,000,000, CZK 10,000, CZK 1,000 and CZK 500 in paper form in the name of the issuer: MAENTIVA Management, a.s., IČO 241 98 129, with registered office in Prague 2, Nové Město, Vyšehradská 1349/2, Postal code 128 00 maximum number and nominal value of the shares to which the Proposal relates: the total amount of the sum of the nominal values ​​of the acquired shares must not exceed the sum of CZK 36,336,500 (in words thirty-six million three hundred thirty-six thousand five hundred Czech crowns) consisting of a total of: 34 shares with a nominal value of CZK 1,000,000, 233 shares with a nominal value of CZK 10,000, 6 shares with a nominal value of CZK 1,000 and 1 share with a nominal value of CZK 500.

Disclaimer: the acquired shares must not be associated with any debts or legal defects, especially liens, executions or rights of third parties. The company with acquired shares does not assume any liabilities or debts. 

III.
Conclusion of the purchase contract

The purchase contract for the transfer of shares will be concluded with interested parties following their notification of acceptance of this Proposal, in the order of received acceptances until the maximum possible number of purchased shares is reached.

IV.
Amount of consideration, maturity

Interested parties will receive consideration for the offered shares in the following amount:

  • for 1 share with a nominal value of CZK 1,000,000, the interested party will receive a proto-value of CZK 1,000,000
  • for 1 share with a nominal value of CZK 10,000, the interested party will receive a consideration of CZK 10,000 
  • for 1 share with a nominal value of CZK 1,000, the interested party will receive a consideration of CZK 1,000 
  • for 1 share with a nominal value of CZK 500, the interested party will receive a consideration of CZK 500 

This amount is always the lowest and at the same time the highest possible price at which the shares will be bought back. The purchase price will be payable no later than three months from the effective date of the reduction of the share capital. The shares will be presented to the Company no later than two months from the effective date of the reduction of the share capital.

V.
Validity period of the proposal

This public contract proposal is binding until October 31, 2019. 

VI.
Legal reason 

This public contract proposal is made on the basis of the resolution of the Company's General Meeting of July 23, 2019 on the reduction of the share capital.

VII.
Other

The Proposer reserves the right to change this Proposal, within the scope of its binding period, taking into account the possible earlier achievement of the highest possible volume of shares that will be repurchased.  

In Prague on September 10, 2019 


For MAENTIVA Management, a.s. 

Martin Bláha, statutory director