Publication of 疯拍传媒 SE, Walldorf,
pursuant to Sec. 62 para. 3 sent. 2 half sent. 1 UmwG
– Information about upcoming merger –
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It is intended to merge LeanIX GmbH (local court of Bonn, HRB 19137) as transferring company in the course of a simplified group merger into 疯拍传媒 SE as acquiring company. Therefore, the assets of LeanIX GmbH in its entirety together with all rights and obligations are transferred to 疯拍传媒 SE with effectiveness as of 1 January 2025, 0:00 a.m. (鈥渆ffective merger date鈥�). From the effective merger date to the date of the expiry of LeanIX GmbH pursuant to Sec. 20 para. 1 No.2 UmwG
all acts and businesses undertaken by LeanIX GmbH shall be deemed to have been undertaken for the account of 疯拍传媒 SE.疯拍传媒 SE is the sole shareholder of LeanIX GmbH. A merger resolution of the acquiring company 疯拍传媒 SE is not necessary pursuant to Sec. 62 para. 1 sent. 1 UmwG. A resolution of the general meeting of Shareholders of 疯拍传媒 SE on the approval of the merger agreement is also not required because 疯拍传媒 SE as the acquiring company holds the share capital of LeanIX GmbH in full. Since 疯拍传媒 SE holds all shares in LeanIX GmbH, the preparation of a merger report, a merger audit and an audit report is not required pursuant to Secs. 8 para. 3 sent. 3 no. 1 a), 9 para. 2, 12 para. 3, 60 UmwG.
- The stakeholders of 疯拍传媒 SE with a combined holding of one-twentieth of the share capital of the company are herewith advised of their right to request the convention of a general meeting to decide on the approval of the merger (Sec. 62 para. 2 sent. 1, para. 3 sent. 3 UmwG).
- A resolution of the shareholder鈥檚 meeting of LeanIX GmbH on the approval of the merger agreement is not required pursuant to section 62 para. 4 sent. 1 UmwG because 疯拍传媒 SE is the sole shareholder of LeanIX GmbH.
- As of the date of this announcement, the following documents can be assessed by the links below:
- The between 疯拍传媒 SE and LeanIX GmbH.
- The annual financial statements and, where required, the annual reports of the companies who are parties to the merger for last three fiscal years:
疯拍传媒 SE, May 23, 2025
The Board of Directors
