LESSONIA

Croas ar Neizic
29800 SAINT-THONAN – FRANCE
Tel. 33(0)2 98 07 23 65
Fax 33(0)2 98 07 23 66

Publication date : June 2021
Publishing director : Christophe Winckler
Webmaster : • LES FLIBUSTIERS •

WEBSITE CREATION AND HOSTING

Site design and development :• LES FLIBUSTIERS •
Hosting : OVH
Site manager : Christophe Winckler
Technical team : Christelle Bourreau, Stéphane Péron

CONFIDENTIALITY – PERSONAL DATA

All personal data collected on the site are treated with the strictest confidentiality. We remind you that you have the right to access, modify, rectify and delete data concerning you:
(art. 34 of the French Data Protection Act of January 6, 1978).

To exercise this right, please contact :

LESSONIA
Croas ar Neizic
29800 SAINT-THONAN – FRANCE
Tel. 33(0)2 98 07 23 65
Fax 33(0)2 98 07 23 66

RESPONSABILITY

LESSONIA may not be held liable for any inconvenience or damage inherent in the use of the Internet, in particular a break in service, external intrusion or the presence of computer viruses, or for any event qualified as force majeure, in accordance with jurisprudence.
Despite the care taken in the creation of this site, LESSONIA cannot be held responsible for any errors it may contain.

INTELLECTUAL PROPERTY RIGHTS

All elements of the lessonia.com website, including downloadable documents, are protected by copyright, trademarks or patents. They are the exclusive property of LESSONIA. Consequently, you may not, under any circumstances and in any way, reproduce, represent, distribute, modify or license all or part of any of the elements reproduced on the site and all or part of the site without the prior and express consent of LESSONIA.

DURATION

The present terms and conditions apply for the duration of the online services offered by LESSONIA on the lessonia.com website.

APPLICABLE LAW AND JURISDICTION

The present conditions are subject to French law. In the event of litigation, and in the absence of amicable agreement between the parties, jurisdiction is given to the competent French courts.

MERGER PROJECT

between COSMAE
Simplified joint-stock company with capital of 100,000 euros
Registered office : 249 impasse du Marais ZAE Croas An Heizic – 29800 SAINT-THONAN – FRANCE
897 559 829 RCS BREST

and LESSONIA
Simplified joint-stock company with capital of 1,500,000 euros
Head office : Croas Ar Neizic – 29800 SAINT-THONAN – FRANCE
442 612 487 RCS BREST

Notice of proposed merger

Under the terms of a private deed dated November 29, 2023,

COSMAE, a société par actions simplifiée (simplified joint-stock company) with share capital of €100,000, headquartered at 249 impasse du Marais ZAE Croas An Heizic – 29800 SAINT-THONAN, registered in the BREST Trade and Companies Register under number 897 559 829 RCS BREST, and LESSONIA, a société par actions simplifiée (simplified joint-stock company) with capital of 1,500,000 euros, headquartered at Croas Ar Neizic 29800 SAINT-THONAN, registered in the BREST Trade and Companies Register under number 442 612 487, have drawn up a plan to merge COSMAE into LESSONIA.

COSMAE would transfer to LESSONIA all its assets, i.e.
412,993, and all its liabilities, i.e. €779,822. The net value of the contribution would be €366,829.

As LESSONIA holds all 100,000 shares in COSMAE, no capital increase will be carried out, and no exchange ratio has been determined.

The cancellation of COSMAE shares held by LESSONIA would result in a merger loss of €366,829.

The merger would take effect retroactively to April 1, 2023, for accounting and tax purposes.

All active and passive transactions carried out by COSMAE between April 1, 2023 and the completion date of the merger will be assumed by LESSONIA.

The merger will be completed at midnight on December 31, 2023.

COSMAE will be dissolved ipso jure without liquidation on the merger completion date.

In accordance with article L. 236-6 of the French Commercial Code, the merger plan was filed with the clerk’s office of the BREST Commercial Court on behalf of both companies on November 29, 2023.

The creditors of the absorbing company, as well as those of the absorbed company whose claims predate the present notice, may oppose the present merger under the conditions set out in Articles L. 236-14 and R. 236-8 of the French Commercial Code, i.e. within thirty days of the present publication, before the competent Commercial Court.

For notice.