Approval of Draft Merger Agreement
INTRALOT S.A. - INTEGRATED LOTTERY SYSTEMS AND SERVICES (the “Company”) announces that the Board of Directors of the Company, by virtue of its resolution dated 18.01.2024, approved the Draft Agreement on the Merger by way of absorption by the Company of its wholly owned subsidiary under the name “BETTING ORGANIZATION, OPERATION AND PROMOTION SINGLE MEMBER S.A.” and the distinctive title “BETTING COMPANY SINGLE MEMBER S.A.” (“Absorbed Entity”), in accordance with the provisions of Law 4601/2019 and Law 4172/2013. December 31st, 2023 was set as the date of the transformation balance sheet of the Absorbed Entity (“Transformation Balance Sheet”).
No General Meeting resolutions of the merged companies are required, notwithstanding Article 14 of Law 4601/2019, since the Company holds all shares in the Absorbed Company and provided that, in accordance with the provisions of Article 35 par. 2 of Law 4601/2019, (a) the publication of the Draft Merger Agreement as per Article 8 of Law 4601/2019 takes place, for each of the companies participating in the merger, at least one month prior to the completion of the merger pursuant to Article 18 par. 1, and (b) the shareholders of the Company shall have the right, at least one (1) month prior to the completion of the merger pursuant to Article 18 par. 1, to consult the documents provided for in Article 11 par. 1 (a)-(c) of Law 4601/2019. The Merger will result in the transfer to the Company of all of the assets and liabilities of the Absorbed Entity as they appear in the Transformation Balance Sheet and as they will have been formed at the completion of the Merger.
The Draft Merger Agreement dated 18.01.2024 was registered in the General Commercial Registry (G.E.MI.) on 24.01.2024 (Registration No. 320454).
No General Meeting resolutions of the merged companies are required, notwithstanding Article 14 of Law 4601/2019, since the Company holds all shares in the Absorbed Company and provided that, in accordance with the provisions of Article 35 par. 2 of Law 4601/2019, (a) the publication of the Draft Merger Agreement as per Article 8 of Law 4601/2019 takes place, for each of the companies participating in the merger, at least one month prior to the completion of the merger pursuant to Article 18 par. 1, and (b) the shareholders of the Company shall have the right, at least one (1) month prior to the completion of the merger pursuant to Article 18 par. 1, to consult the documents provided for in Article 11 par. 1 (a)-(c) of Law 4601/2019. The Merger will result in the transfer to the Company of all of the assets and liabilities of the Absorbed Entity as they appear in the Transformation Balance Sheet and as they will have been formed at the completion of the Merger.
The Draft Merger Agreement dated 18.01.2024 was registered in the General Commercial Registry (G.E.MI.) on 24.01.2024 (Registration No. 320454).