Decision and Details
Absorption-type merger in which SHIFT is the surviving company and SHIFT SECURITY is the absorbed company
As SHIFT is the wholly owning parent company of SHIFT SECURITY, no shares or money or other assets in lieu thereof will be delivered as merger consideration; as this constitutes a simplified merger, SHIFT's shareholders may not seek an injunction against the merger.
No circumstances are currently anticipated in relation to SHIFT's earnings and cash flow that would hinder the performance of its obligations, and it has been determined that the obligations arising after the effective date are expected to be performed.
| Item | Details |
|---|---|
| Matter Covered | Absorption-type merger in which SHIFT is the surviving company and SHIFT SECURITY is the absorbed company |
| Decision Date | 1 June 2026 (date of execution of the absorption-type merger agreement) |
| Implementation Date | 1 September 2026 (effective date, actual) |
| Period Covered | On and after 1 September 2026 (after the effective date) |
| Amount | Merger consideration: none issued; increase in stated capital and capital reserves: none |
| Quantity / scale | All assets, liabilities and other rights and obligations of SHIFT SECURITY; all employees |
| Impact on Business Performance | No circumstances are currently anticipated in relation to SHIFT's earnings and cash flow that would hinder the performance of its obligations, and it has been determined that the obligations arising after the effective date are expected to be performed. |
| Reason | As SHIFT is the wholly owning parent company of SHIFT SECURITY, no shares or money or other assets in lieu thereof will be delivered as merger consideration; as this constitutes a simplified merger, SHIFT's shareholders may not seek an injunction against the merger. |
| Governing Rule | Article 801, Paragraph 1; Article 782, Paragraph 1; Article 200 and Article 182 of the Ordinance for Enforcement of the Companies Act; Article 789, Paragraphs 2 and 3; Article 799, Paragraphs 2 and 3; Article 796, Paragraph 2; Article 797, Paragraph 3; and Article 921 of the Companies Act |
| Future plans | Registration of the change under Article 921 of the Companies Act: scheduled for 1 September 2026 |
Items this document does not state (2)
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.As SHIFT SECURITY was a wholly owned subsidiary of SHIFT, the merger was conducted as a simplified merger without delivery of merger consideration.