SUSE S.A.: VOTING RESULTS OF THE COMPANY’S EXTRAORDINARY GENERAL MEETING HELD ON 13 NOVEMBER 2023
November 13, 2023 at 11:32 am EST
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EQS-News: SUSE S.A.
/ Key word(s): AGM/EGM
SUSE S.A.: VOTING RESULTS OF THE COMPANY’S EXTRAORDINARY GENERAL MEETING HELD ON 13 NOVEMBER 2023
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.
13.11.2023 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.
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SUSE SA is Luxembourg-based company that provides open-source software solutions. This company offers its services into two open-source software product categories - the SUSE Linux Enterprise product family, which comprises core Linux operating system offering, and the SUSE Rancher product family, which comprises container management platform offering. Both of these products offer support for desktop, cloud and data center, as well as Edge computing solutions. SUSE offers its solutions for air traffic control systems, weather forecasting technologies, trains and satellites. This company also offers its services to multiple other industries including Automotive, Telecom, Banking and Financial Services, Healthcare, Manufacturing, Retail, Technology and Software and Federal.
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