(TRANSLATION)KlickOwn AG intends, by way of merger, to take over the assets of its wholly-owned subsidiary KlickOwn Immobilien AG with registered office in Berlin as well as its wholly-owned subsidiary iEstate GmbH with registered office in Berlin as a whole without liquidating them pursuant to § 2 No. 1, §§ 60 et seq., 68 para. 1 No. 1 in conjunction with §§ 46 et seq. UmwG. Since the share capital of KlickOwn Immobilien AG as well as the share capital of iEstate GmbH as the transferring companies is fully held by KlickOwn AG as the acquiring company, a resolution of the general meeting of KlickOwn AG on the approval of the merger agreement is not required (§ 62 para. 1 sentence 1 UmwG). Consequently, the convening of a shareholders’ meeting is also not required in this respect. For the same reason, there is also no need for a merger report, a merger audit or a merger audit report, § 8 para. 3 sentence 1 alt. 2, Sec. 9 (2) and (3), Sec. 12 (3), Sec. 60 (1) UmwG.
The deeds of the two merger agreements have been submitted to the commercial register of KlickOwn AG. The mergers will take place internally with effect from the beginning of January 1, 2021 (effective date of merger). The mergers are based on the closing balance sheets of KlickOwn Immobilien AG and iEstate GmbH, respectively, as of December 31, 2020, and, in addition, on the interim balance sheets of KlickOwn Immobilien AG and iEstate GmbH, respectively, as of August 31, 2021.
The shareholders of KlickOwn AG are advised that shareholders whose shares together amount to one-twentieth of the share capital of KlickOwn AG may, pursuant to Section 62 (2) UmwG, request the convening of a shareholders’ meeting at which a resolution is passed on the approval of the intended mergers. The request for convocation is to be addressed to KlickOwn AG. The shareholders are expressly informed of this right.
A resolution of the shareholders’ meeting of KlickOwn Immobilien AG on the approval of the merger agreements is dispensable, since KlickOwn AG owns all shares in KlickOwn Immobilien AG, § 62 para. 4 sentence 1 UmwG.
A resolution of the shareholders’ meeting of iEstate GmbH on the approval of the merger agreements is dispensable, as KlickOwn AG owns all shares in iEstate GmbH, section 62 (4) sentence 1 UmwG.
From the day of publication of this announcement in the Federal Gazette, the documents pursuant to § 63 subsection (1) UmwG (among others) will be available for a period of one month at the business premises of KlickOwn AG, Uhlandstraße 175, 10719 Berlin and Ziegelhäuser Landstraße 1, 69120 Heidelberg during normal business hours. 1 UmwG (inter alia the merger agreements as well as the annual financial statements of the last three fiscal years of KlickOwn AG as well as KlickOwn Immobilien AG and iEstate GmbH and the interim balance sheets of KlickOwn Immobilien AG and iEstate GmbH as of August 31, 2021) are available for inspection by the shareholders of KlickOwn AG. Upon request, each shareholder of KlickOwn AG will receive a copy of these documents without delay and free of charge – upon request also electronically.
Berlin, 06.10.2021
The Executive Board