Second notification of the intended merger of the Issuer with its subsidiary company

Report number 23/2019

Legal basis: Art. 504 § 1 in connection with Art. 402(1) of the Code of Commercial Companies

The Management Board of LC Corp S.A. (“Issuer”), acting pursuant to Art. 504 § 1 in connection with Art. 402(1) of the Code of Commercial Companies (“CCC”), with reference to the information disclosed in current report No. 16/2019 and report No. 17/2019 of 10 May 2019, notifies the shareholders of the Issuer as the Acquiring Company (“Acquiring Company”) herewith for the second time of its intended merger with the Issuer’s subsidiary company – LC Corp Invest XX Sp. z o.o. with its registered office in Wrocław (“Acquired Company”).

The planned merger will be carried out in compliance with Art. 492 §1.1 of CCC by transfer to the Acquiring Company – as the sole shareholder of the Acquired Company, of all assets of the Acquired Company subject to the terms and conditions in the merger plan agreed by the Management of the Acquiring Company with the Management of the Acquired Company of 10 May 2019 (“Merger Plan”).

The merger plan was published on 10 May 2019, pursuant to Art. 500 § 2(1) of CCC – by way of a free publication of the Merger Plan on 10 May 2019 on the web site of the merging companies at https://www.develia.pl/ in the tab “Investors Relations” – “Other”, and in current report No. 16/2019 of 10 May 2019.

Due to the fact that pursuant to the provisions of Art. 500 § 2(1) of CCC, the publication of the Merger Plan in Monitor Sądowy i Gospodarczy pursuant to the provisions of Art. 500 § 2 of CCC is not necessary, in this notification of the intended merger the Issuer does not disclose the information referred to in Art. 504 § 2.1 of CCC.

Starting from the date of 10 May 2019 until the motion is filed for registration of the merger (which is filed with the competent registration court after the Issuer’s General Meeting approving a resolution on the merger), however minimum by 13 June 2019 being the date of the planned General Meeting where the resolutions on the merger are to be approved, the shareholders of the Company may review the Merger Plan and the documents specified in Art. 505 § 1.2) of 2 CCC h.  and Art. 499 § 2 of CCC. (subject to the exceptions resulting from the provisions of Art. 516 § 5 in connection with § 6 of CCC relating to the non application of Art. 505 § 1.4-5 of CCC and 499 § 4 of CCC), at the Company’s head office in Wrocław at ul.  Powstańców Śląskich 2-4, Monday to Friday from 09:00 am to 04:00 pm, and at the Company’s web site at https://www.develia.pl/ in the tab “Investors Relations” – “Other”.

This notification is the second notification of the intended merger and is made in compliance with the rules applicable to convening general meetings by the Issuer – pursuant to Art. 402(1) § 1 of CCC that is by publication on the Issuer’s web site and in the manner specified for the publication of current disclosures in compliance with the regulations on Public Offering and on Conditions Governing the Introduction of Financial Instruments to Organised Trading and on Public Companies that is by way of this current report. 

The Issuer’s General Meeting whose agenda will inter alia cover the approval of a resolution on the merger was convened by way of a current report No. 20/2019 of 17 May 2019 to be held on 13 June 2019. 

Legal basis: Other regulations – Art. 504 § 1 in connection with Art. 402(1) of the Code of Commercial Companies