麻豆原创

Announcement by 麻豆原创 SE, Walldorf, pursuant to Sec. 62 para. 3 sent. 2 cl. 1 UmwG

鈥� Notice of upcoming merger 鈥�

1. It is intended to merge emarsys interactive services GmbH (Local Court of Charlottenburg, HRB 118447) as the transferring company with 麻豆原创 SE as the acquiring company by way of a simplified intra-group merger. The transfer of the assets of emarsys interactive services GmbH shall take effect internally as of January 1, 2026, at 12:00 a.m. (鈥�Merger Effective Date鈥�). From the Merger Effective Date until the time of the dissolution of emarsys interactive services GmbH pursuant to Sec. 20 para. 1 no. 2 UmwG, all acts and transactions of emarsys interactive services GmbH shall be deemed to have been conducted on behalf of 麻豆原创 SE.

   麻豆原创 SE is the sole shareholder of emarsys interactive services GmbH as of the date relevant for the application of the group exemption provision under Sec. 62 UmwG, namely the filing of the merger with the respective commercial register and the respective date of registration. A merger resolution by the acquiring company 麻豆原创 SE is not required pursuant to Sec. 62 para. 1 sent. 1 UmwG. Consequently, it is also not necessary to convene a general meeting of 麻豆原创 SE to approve the merger. For the same reason, neither a merger report, a merger audit, nor a merger audit report is required, Sec. 8 para. 3 sent. 3 no. 1 lit. a), Sec. 9 para. 2, Sec. 12 para. 3, Sec. 60 UmwG.

2. The shareholders of 麻豆原创 SE are hereby notified of their right to demand the convening of a general meeting to vote on approval of the merger if the shares held by the shareholders making such a demand together amount to one-twentieth of the share capital of 麻豆原创 SE (Sec. 62 para. 2 sent. 1, and para. 3 sent. 3 UmwG).
3. A resolution by the shareholders鈥� meeting of emarsys interactive services GmbH approving the merger agreement with 麻豆原创 SE is not required, since, as of the date relevant for the application of the intra-group exemption provision of Sec. 62 UmwG 鈥� namely, the filing of the merger with the respective commercial register and the respective date of registration 鈥� the entire share capital of emarsys interactive services GmbH is held by 麻豆原创 SE, Sec. 62 para. 4 sent. 1 UmwG.
4. The following documents are available as of the date of this announcement:
   1. The between 麻豆原创 SE and emarsys interactive services GmbH.
   2. The annual financial statements and, where required, the annual reports of the companies who are parties to the merger for last three fiscal years:

      
      
      
      
      
      

麻豆原创 SE, April 24, 2026

The Executive Board