Date: 13 November 2018
Body of the report:
The Management Board of “Dino Polska” S.A. with its registered seat in Krotoszyn (the “Company”), in accordance with Article 504 § 1 and § 2 of the Polish Commercial Companies Code (the “CCC ”), informs the Shareholders of the Company on the planned merger of Company with the company Pol-Food Polska Sp. z o.o. with its registered seat in Krotoszyn, (the “Acquired Company”), in which the Company holds 100% of share capital.
The merger shall take place pursuant to Article 492 § 1 Item 1 of the CCC by transfer of the assets of the Acquired Company to the Company, as the sole shareholder of the Acquired Company (merger by acquisition). As a result of the merger, the Company – in accordance with Article 494 §1 of the CCC – will assume all rights and obligations of the Acquired Company, effective on the date of the merger.
Given that the Company holds all the shares of the Acquired Company, and according to article 515 §1 of the CCC, the merger will be carried out without increasing the share capital of the Company.
The detailed terms of the merger are specified in the Merger Plan prepared on 26 October 2018 and available on the Company’s website (http://grupadino.pl/en/corporate-governance/).
The Management Board of the Company also informs, that the following documents (the “Merger Documents”):
1) Merger Plan with attachments,
2) Financial Statements and Management Board’s Reports on Activities of the merging companies for the last three financial years, together with the opinion of the independent auditor and report supplementing the auditor’s opinion (if an opinion or a report was issued), will be available for inspection for shareholders of the Company from the date of publication of first announcement, until the date of adoption of the resolution regarding the merger.
The Merger Documents will be available in the office of the Company, at ul. Ostrowska 122 in Krotoszyn, from Monday to Friday from 8.00 a.m. to 4.00 p.m.
Shareholders of the Company may request copies of the Merger Documents free of charge at the office of the Company.
This is the second notification.