Current Report 7/2024

24/04/2024 • 23:10

Signing of the Merger Plan of cyber_Folks S.A. with its wholly-owned subsidiaries Zenbox sp. z o.o. and Otree sp. z o.o.

Art. 17 sec. 1 MAR – inside information.

The Management Board of cyber_Folks S.A. with its registered office in Poznań [“Acquiring Company”] hereby announces that on 24 April 2024 the Management Board of the Acquiring Company and the Management Boards of the Acquiring Company’s wholly-owned subsidiaries, i.e.: a] Zenbox sp. z o.o. with its registered office in Poznań [60-829], at ul. Franklina Roosevelta 22, entered in the Register of Entrepreneurs of the National Court Register under KRS No. 0000414281, whose registration files are maintained by the District Court Poznań – Nowe Miasto and Wilda in Poznań, 8th Commercial Division of the National Court Register, with share capital of PLN 100.000,00, REGON 242888558, NIP 9492191021, and b] OTREE sp. z o.o. with its registered office in Poznań [60-829], at ul. Franklina Roosevelta 22, entered in the Register of Entrepreneurs of the National Court Register under KRS No. 0000666544, whose registration files are maintained by the District Court Poznań – Nowe Miasto and Wilda in Poznań, 8th Commercial Division of the National Court Register, with fully paid-up share capital of PLN 9.950,00, REGON 366717220, NIP 8961560419, hereinafter jointly referred to as the [“Acquired Companies”], agreed upon and signed the plan for the merger of the Acquiring Company with the Acquired Companies [“Merger”]. Since the Acquired Companies are wholly-owned subsidiaries of the Acquiring Company [the Acquiring Company holds all shares in the Acquired Companies], pursuant to Article 516 §6 of the CCC the merger plan is in simplified form.

The merger will be effected by transferring to the Acquiring Company – as the sole shareholder of the Acquired Companies – all assets of the Acquired Companies and dissolving the Acquired Companies without liquidation. As a result of the Merger, on the merger date the Acquiring Company will assume all rights and obligations of the Acquired Companies. Given that all shares in the Acquired Companies are held by the Acquiring Company, the merger will be carried out without increasing the share capital of the Acquiring Company.

The Merger Plan will be published on the Acquiring Company’s website at https://investors.cyberfolks.pl/, in the [“For Investors”] section, on 24 April 2024.