Name
Identification
Address
Corporate purpose
Filing of the draft merger
1.The management body of Network Research Belgium1, a public limited company (the "Absorbing Company"), on the one hand, and the management body of Société Liégeoise de Micro-Informatique, a public limited company (the "Company to be Absorbed"), on the other hand, each, after consultation, adopted, on the basis of Article 12:50 CSA, this draft merger (the "Draft Merger"), on 21 September 2026 for the Absorbing Company and on 9 September 2026 for the Company to be Absorbed, in accordance with the provisions of Articles 12:50 et seq. CSA.
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Filing of the draft merger
1.The management body of Network Research Belgium1, a public limited company (the "Absorbing Company"), on the one hand, and the management body of Société Liégeoise de Micro-Informatique, a public limited company (the "Company to be Absorbed"), on the other hand, each, after consultation, adopted, on the basis of Article 12:50 CSA, this draft merger (the "Draft Merger"), on 21 September 2026 for the Absorbing Company and on 9 September 2026 for the Company to be Absorbed, in accordance with the provisions of Articles 12:50 et seq. CSA.
1.Preliminary statement
1.Identification of the companies participating in the proposed merger
•The Absorbing Company: Network Research Belgium (abbreviated "NRB"), a public limited company whose registered office is located at Parc Industriel des Hauts-Sarts - 2ème avenue, 65, 4040 Herstal, registered with the Crossroads Bank for Enterprises under VAT number BE 0430.502.430.
The Company to be Absorbed Société Liégeoise de Micro-Informatique (abbreviated "SLM"), a public limited company, whose registered office is located at 9, Avenue de l'informatique, 4432 Alleur, registered with the Crossroads Bank for Enterprises under VAT number BE 0420.329.902.
2. Transaction concerned
a. Preamble
On the date of this draft merger, SLM (hereinafter the "Absorbed Company") is wholly owned by Computerland Benelux, which is itself wholly owned by NRB (hereinafter the "Absorbing Company").
The Absorbed Company is therefore, on the date of this draft merger, a subsidiary indirectly held 100% by the Absorbing Company.
As part of an internal reorganisation of the NRB group aimed at simplifying and streamlining its legal, organisational, administrative and financial structure, it is envisaged to proceed successively with the following two transactions:
⚫first, the absorption of Computerland Benelux by NRB (the "First Merger"); and
⚫second, after the completion of the First Merger, and subject to its completion, the absorption of SLM by NRB, the subject of this draft merger (the "Second Merger").
The First Merger and the Second Merger are part of an overall and coherent internal reorganisation of the NRB group.
By effect of the First Merger, Computerland Benelux will be dissolved without liquidation and its entire assets and liabilities will be transferred by operation of law to NRB. The interest held by Computerland Benelux in the Absorbed Company will therefore be transferred to NRB, so that upon completion of the First Merger, NRB will directly hold all shares and other voting securities of the Absorbed Company.
The completion of the Second Merger is therefore subject to the prior completion of the First Merger.
Subject to this condition, the Absorbing Company will hold, at the time of completion of the Second Merger, all shares and other voting securities of the Absorbed Company. The Second Merger will therefore constitute a transaction assimilated to a merger by absorption within the meaning of Article 12:7, 1 of the Belgian Companies and Associations Code ("CSA"), to which the procedure provided for in Articles 12:50 et seq. of the CSA applies.
The Second Merger will result in the dissolution without liquidation of the Absorbed Company and the transfer by operation of law to the Absorbing Company of all its assets and liabilities.
The boards of directors of the Absorbing Company and of the Absorbed Company consider that the Second Merger is based on legitimate economic, organisational, operational, administrative and financial grounds and that it is in the interest of the companies concerned, in particular in view of the following considerations:
•the Second Merger will make it possible to continue and complete the simplification of the legal structure of the NRB group initiated by the First Merger;
⚫it will make it possible to bring together within the Absorbing Company the activities currently carried out by the Absorbed Company as well as all the assets, liabilities, rights and obligations relating thereto;
⚫the grouping of these activities within a single legal entity will simplify management structures and decision-making and administrative processes;
•the Second Merger will make it possible to rationalise the legal, administrative, accounting and financial organisation of the activities concerned and to reduce the costs and expenses associated with maintaining separate legal structures;
⚫the integration of the activities of the Absorbed Company within the Absorbing Company will facilitate their management and promote more efficient use of available resources;
⚫this integration will also strengthen operational, administrative and financial synergies between the activities concerned and create the conditions for a more integrated and efficient organisation.
The Second Merger thus constitutes the second and final step of the envisaged reorganisation and will result in a simplified legal structure in which the activities and assets concerned will be directly grouped within NRB, without any change in the ultimate control exercised over them.
b. Transaction concerned
The Company to be Absorbed is 100% owned by Computerland Benelux, itself 100% owned by the Absorbing Company. Following the completion of the merger by absorption of Computerland Benelux by the Absorbing Company, the latter will directly hold 100% of the Company to be Absorbed.
The management bodies of the companies to be merged undertake to each other to do everything in their power to complete a merger under the conditions mentioned below and attach hereto the Draft Merger which will be submitted for approval to the respective general meeting of shareholders of the companies concerned.
The management bodies of the companies concerned declare that they are aware of the legal obligation applicable to any company participating in the merger and according to which, at least 6 weeks before the extraordinary general meeting which is to decide on the merger, the Draft Merger must be filed and published in summary form or in the form of a communication, which includes a hyperlink to a dedicated website, in the annexes to the Belgian Official Gazette (Article 12:50, last paragraph, CSA).
2. The form, name, object and registered office of the companies called to merge - Article 12:50, 1 CSA
1. Absorbing Company
•Name of the company:
Form:
Registered office:
Object:
Network Research Belgium
Public limited company
65, 2e Avenue, Parc Industriel des Hauts-Sarts - 4040 Herstal
Article 3 of the articles of association
1. The creation and operation of a computer tool for management and exchange of information of a public nature;
2. the development, sale and operation of an expert system to assist in the configuration, evaluation and monitoring of computer networks. The company may carry out all transactions relating to the aforementioned object and promoting in this field all research and all development of applications or uses of any kind currently known or unknown.
In this context, it may provide:
1. advice, consultancy and audit in the field of computer networks, existing or to be created, and IT services;
2. the creation and operation of value-added computer networks.
The company may in particular itself conduct, create, promote or coordinate various actions consisting of the development, acquisition, and transfer of know-how.
As part of its object, it may in particular proceed or participate in the incorporation of enterprises in the form of commercial companies or with a commercial form and participate in their management.
It may also be part of associations, groups, study or research syndicates.
The company may generally carry out, both abroad and in Belgium, all legal, financial, movable and immovable transactions and carry out all acts which relate directly or indirectly to its object or may promote its realisation.
2. Company to be Absorbed
Name of the company Société Liégeoise de Micro-Informatique
Form:
Registered office:
Object:
Public limited company
9, Avenue de l'informatique, 4432 Alleur
Article 3 of the articles of association
The object of the company is all transactions relating directly or indirectly to commerce, mainly in all forms of import and export, where appropriate representation, commission and assembly and manufacture of products relating to the industry of electrical and electronic products as well as all services relating thereto.
The company may acquire, exploit and grant all trademarks or licences relating to products falling within its object. It may realise its object on its own account or on behalf of third parties, in all places, in all manners and according to the terms it deems most appropriate.
It may carry out in Belgium and abroad, in a general manner, all commercial and industrial, financial and civil, movable and immovable transactions in any relation with its corporate object or likely to facilitate its realisation, and hold interests by way of participation, financial intervention or otherwise, in all existing or to be created companies or enterprises whose object is similar or related to its own, or which would be likely to constitute for it a source of supply or a possibility of outlets. It may invest its cash in a portfolio of securities or bonds.
The object of the Company to be Absorbed was defined in a particularly broad and detailed manner at the time of its incorporation, but the object of the Absorbing Company is sufficiently general to include the object of the Company to be Absorbed and the activities actually carried out by the Company to be Absorbed.
3. Date of accounting effect - date from which the transactions of the Company to be Absorbed are considered from an accounting point of view as carried out for the account of the Absorbing Company - Article 12:50, 2, CSA.
From 1 January 2027 at 00:00, the date of legal effect of the merger, the transactions of the Company to be Absorbed will be considered from an accounting point of view and from a direct tax point of view, as carried out for the account of the Absorbing Company, i.e., without retroactive accounting effect.
From 1 January 2027 at 00:00, the financial data of the Company to be Absorbed will be integrated into the accounts of the Absorbing Company.
4. Rights granted by the Absorbing Company to the partners or shareholders of the Companies to be Absorbed, who have special rights, as well as to holders of securities other than parts or shares, or the measures proposed with respect to them - Article 12:50, 3 CSA.
The Company to be Absorbed has no shareholder with special rights and no holder of securities other than shares.
5.Advantage granted to members of the management bodies of the companies called to merge - Article 12:50, 4
No particular advantage is granted to the management bodies of the companies concerned by the merger.
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