SUSE S.A. / Key word(s): AGM/EGM
13.11.2023 / 17:30 CET/CEST
The issuer is solely responsible for the content of this announcement.
SUSE S.A. Société anonyme 11-13 Boulevard de la Foire L-1258 Luxembourg R.C.S. Luxembourg: B225816 (the Company) VOTING RESULTS OF THE COMPANY’S EXTRAORDINARY GENERAL MEETING HELD ON 13 NOVEMBER 2023 The Company held its Extraordinary General Meeting in relation to the merger on Monday 13 November 2023. The results of the Extraordinary General Meeting are set out below. | Number of shares voted at the meeting: | 168,473,258 | | Number of issued shares as at the Record Date1: | 171,019,047 | | Percentage of issued shares present or represented at the meeting: | 98.51% |
1 Only shares issued at the Record Date (30 October 2023) give the respective shareholders the right to vote at the Extraordinary General Meeting. No shares have been issued after the Record Date. The calculation of the percentage of issued shares present or represented at the Extraordinary General Meeting is therefore based on the number of issued shares as at the Record Date. | Agenda Item | Resolutions | Number of shares FOR | % of voting rights FOR | Number
of shares
AGAINST | % of voting rights AGAINST | Abstentions* | Total number of shares present or represented | | 1 | The Meeting, after having reviewed the Merger Proposal, decides to approve the Merger whereby the Company shall merge into the Absorbing Company by way of merger by absorption where all the assets and liabilities of the Absorbed Company (as such assets and liabilities shall exist on the Effective Date) shall be passed to the Absorbing Company by operation of law under universal title of succession (transmission universelle de l’ensemble du patrimoine actif et passif) within the meaning of Article 1021-17 of the Law, as contemplated by the Merger Proposal, as deposited together with the applicable documents at the registered offices of the Merging Companies. | 168,473,257 | 100 | 1 | 0.000001 | 0 | 168,473,258 | | 2 | The Meeting acknowledges the Explanatory Memoranda dated 10 October 2023 describing the legal and economic grounds for the Merger, any special valuation difficulties and the anticipated consequences for the respective activities of the Merging Companies. | 168,473,257 | 100 | 1 | 0.000001 | 0 | 168,473,258 | | 3 | The Meeting acknowledges the conclusion of the Expert Report dated 10 October 2023 issued by KPMG.
| 168,473,257 | 100 | 0 | 0 | 1 | 168,473,258 | | 4 | The Meeting decides that the Merger and all other matters referred to in the foregoing resolutions shall be effective between the Merging Companies as from the approval of the Merger Proposal and of the Merger by the Meeting and the extraordinary general meeting of the Absorbing Company while vis-à-vis third parties it will become effective upon publication of the notarial deeds of the Merging Companies in the RESA.
The Meeting further acknowledges and decides that, from an accounting and tax standpoint, the operations of the Absorbed Company shall be considered as accomplished for the account of the Absorbing Company as from 1 November 2023. | 168,473,257 | 100 | 0 | 0 | 1 | 168,473,258 |
* Abstentions are not considered in the calculation as per standard practices.
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