November 30, 2022, 

Notice of merger - absorption

Hyperlex Merger Notice

Under the terms of a private agreement dated November 24, 2022 :

Hyperlex, a simplified joint stock company with a capital of €2,165.28, whose registered office is located at 12, rue Anselme - 93400 Saint-Ouen-sur-Seine, registered in the Bobigny trade and companies register under number 832 146 237 (Absorbed Company),

And

DiliTrust, a simplified joint stock company with a capital of €209,986.26, whose registered office is located at Tour Opus 12, 77, Esplanade du Général de Gaulle - 92081 Paris La Défense cedex, registered in the Nanterre Trade and Companies Register under the number 400 701 918 (the Absorbing Company)

Have drawn up a draft simplified merger agreement, subject to the legal regime for mergers in accordance with Article L. 236-3 of the French Commercial Code, by which Hyperlex would contribute to DiliTrust by way of a simplified merger of :

• Contributed assets: 5 390 217 euros
• Liabilities transferred: 4,001,820 euros

That is to say a net asset value transmitted: 1 388 397 euros.

Merger Mali: 26,111,603 euros.

Remuneration of the merger: the Absorbing Company, also a wholly-owned subsidiary of DILITRUST GROUP, owning all the shares of the Absorbed Company, in accordance with the provisions of articles L. 236-11 and L. 236-3 of the French Commercial Code, no new shares will be created as an increase in the capital of the Absorbing Company.

Date of the draft treaty: November 24, 2022.

Date of effect and legal completion of the merger: 31/12/2022.

The creditors of the companies participating in the merger, concerned by the operation and whose claim is prior to the date of publication of the present notice on the website of the two companies, will be able to object to the operation under the conditions and within the time limits provided for by L. 236-14 and R. 236-8 of the French Commercial Code.

In accordance with the provisions of article L. 236-6 of the French Commercial Code, two copies of the draft merger agreement were filed on November 24, 2022 with the clerk of the Commercial Courts of Nanterre and Bobigny, for DiliTrust and Hyperlex, these companies being under the jurisdiction of two separate commercial courts.

It is specified for all intents and purposes that this notice replaces the publication in the BODACC provided for in Article R. 236-2 of the French Commercial Code, in accordance with the provisions of Article R. 236-2-1 of said Code.

For notice

The President of Hyperlex, Absorbed Company