NOTICE OF CHANGE
CASTRI
CASTRI (a simplified joint-stock company with capital of 2,281,310 euros, with its registered office located at Habitation Rivière Blanche, 97212 SAINT JOSEPH, registered with the FORT-DE-FRANCE under number 438 647 935) and FACS (a civil company with capital of €1,389,870, with its registered office located at Habitation Rivière Blanche, 97212 SAINT JOSEPH, registered with the Fort-de-France Trade and Companies Register under number 817 791 395) drew up on the 12thJune 2026, by private deed, a draft merger agreement pursuant to which FACS, the absorbed company, contributed, by way of merger to CASTRI, the absorbing company, subject to the customary guarantees of fact and law, and subject to the fulfillment of the condition precedent set forth in the merger agreement, all assets and liabilities constituting its estate, without exception or reservation, including those arising from transactions carried out up to the effective date of the merger, with the entire estate of the acquired company to be transferred to the acquiring company in its current state as of the effective date of the merger.
2 – This merger was approved by the extraordinary general meetings of the acquired and acquiring companies on July 31, 2026.
In consideration for this merger contribution, the general meeting of the acquiring company authorized a capital increase of 284,640 euros, bringing the capital from 2,281,310 euros to 2,565,950 euros, through the creation of 28,464 new shares, with a par value of 10 euros each, fully paid up, allocated to the shareholders of the absorbed company in accordance with the provisions of Article L 236–3 of the Commercial Code, at an exchange ratio of 57.42 to 11.76, or approximately 1 CASTRI share for every 4 FACS shares.
The merger premium amounts to 6,757,901 euros.
3 – Legally, the merger took effect on July 31, 2026.
However, for tax and accounting purposes, the merger took effect retroactively as of January 1, 2026, so that the results of all transactions carried out by the absorbed company from January 1, 2026, through July 31,July 2026 will be deemed to have been realized, as applicable, for the benefit of or at the expense of the acquiring company and considered to have been carried out by the acquiring company as of January 1, 2026.
4 – Consequently, pursuant to the resolutions dated July 31, 2026, CASTRI’s general meeting amended Articles 6 and 7 of the articles of incorporation, resulting in the publication of the following notices:
ARTICLE 6 Contributions
[…] Pursuant to a merger plan dated June 12, 2026, approved by the Company’s Extraordinary General Meeting on July 31, 2026, FACS, a civil company with a capital of 1,389,870 euros, whose principal place of business is located at Habitation Rivière Blanche, 97212 SAINT-JOSEPH, and which is registered with the Fort-de-FRANCE under No. 817 791 395, contributed all of its assets to the Company as part of the merger in exchange for the Company assuming its liabilities; the net assets contributed amounted to 7,042,541 euros. The contribution pursuant to the merger was compensated by a capital increase of the Company in the amount of 284,640 euros. The merger generated a merger premium of 6,757,901 euros. […]
The rest of the article remains unchanged.
ARTICLE 7 Share Capital
Previous amount: 2,281,310 euros
New figure: 2,565,950 euros
An entry will be made in the Commercial Register of FORT-DE-FRANCE
For your information,
The President
Ad published on August 5, 2026