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Publication of Â鶹ԭ´´ SE, Walldorf
– information about upcoming merger –

1. It is intended to merge Signavio GmbH (Amtsgericht Berlin (Charlottenburg), HRB 121584 B) as the transferring company with Â鶹ԭ´´ SE (Amtsgericht Mannheim, HRB 719915) as the acquiring company by way of an upstream merger by absorption in accordance with the provisions of the German Transformation Act (UmwG).
2. On 25 October 2021, Signavio GmbH and Â鶹ԭ´´ SE entered into a merger agreement in notarial form, pursuant to which Â鶹ԭ´´ SE will take over the assets of Signavio GmbH as a whole by way of merger by absorption without liquidation (sections 2 et seq., 4 et seq., 46 et seq. and 60 et seq. UmwG). The merger agreement was filed with the commercial register of Â鶹ԭ´´ SE on 25 October 2021 pursuant to sections 62 para. 3 sentence 2, para. 4 sentence 3 UmwG. As a result, the assets of Signavio GmbH as a whole with all rights and obligations will be transferred to Â鶹ԭ´´ SE with effect internally as of the end of 31 December 2020, 24:00 hours. As of 1 January 2021, 00.00 a.m., all acts and transactions of Signavio GmbH shall be deemed to have been carried out for the account of Â鶹ԭ´´ SE (Merger Date). The merger shall be based on the annual balance sheet of Signavio GmbH as of 31 December 2020 as the closing balance sheet.
3. A resolution of the shareholder’s meeting of Signavio GmbH on the approval of the merger agreement is not required pursuant to section 62 para. 4 sentence 1 UmwG because Â鶹ԭ´´ SE is the sole shareholder of Signavio GmbH.
4. Subject to a request pursuant to Section 62 para. 2 UmwG, a resolution of the general meeting of Shareholders of Â鶹ԭ´´ SE on the approval of the merger agreement pursuant to Section 62 para. 1 sentence 1 UmwG is also not required because Â鶹ԭ´´ SE as the acquiring company holds the share capital of Signavio GmbH in full.
5. The stakeholders of Â鶹ԭ´´ 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)
6. As of the date of this announcement, the following documents can be assessed by the links below.
   2. The annual financial statements and, where required, the annual reports of the companies who are parties to the Merger for the last three years:
      
      
      
      
      
      

Walldorf, October 25, 2021

Â鶹ԭ´´ SE
The Board of Directors