Cross-border Merger of LPP SA With Gothals Ltd

NOTICE TO SHAREHOLDERS OF THE INTENTION OF CROSS-BORDER MERGER OF LPP SA WITH GOTHALS LTD

The Board of Directors of LPP joint stock company (the “Acquiring Company” or “LPP“), acting pursuant to Art. 504 § 1 and § 2 in conjunction. from Art. 5161 of the Commercial Companies Code (“CCC“), notifies LPP shareholders of a proposed cross-border merger by acquisition in which LPP, as the acquiring company, will merge with Gothals Limited (“TargetCompany” or “Gothals“) a company incorporated and operating under the laws of Cyprus, with its registered office in Nicosia at: 5 Themistocles Dervis Street, Elenion Building 2nd Floor, CY-1066 Nicosia, Cyprus, registered in the Register of Companies of the Ministry of Trade, Industry and Tourism Division of the Registrar of Companies and Superintendent of the Ministry of Energy, Trade, Industry and Tourism under number HE 209767, in which LPP directly holds 100% of the share capital.

The cross-border merger will take place through: (i) the transfer to the Acquiring Company, the sole shareholder of the Target Company, of all the assets of the Target Company; and (ii) dissolution of the Target Company without liquidation, in accordance with the provisions of Art. 492 § 1 item 1 of the CCC in conjunction with. from Art. 5161 and Art. 51615 of the Companies Act and Section 201Θ (γ) of the Cyprus Companies Law Chapter 113 and the provisions of Article 119(2)(c) of the Directive of the European Parliament and of the Council (EU 2017/1132 of June 14, 2017 On certain aspects of company law (OJ. Urz. EU L of 2017 r. no. 169, s. 46).

As a consequence of the cross-border merger, the Acquiring Company will, as of the merger date, enter into all the rights and obligations of the Target Company, and the Target Company will be dissolved without liquidation, in accordance with Art. 494 § 1 of the CCC and Art. 493 § 1 of the CCC in conjunction with. Art. 5161 of the Companies Act and Section 201KA (1) (α) and (γ) of Chapter 113 of the Cyprus Companies Law.

Given that the Acquiring Company holds all the shares in the Target Company, based on the provision of Art. 515 § 1 of the CCC in conjunction with. from Art. 5161 CCC, the cross-border merger will take place without an increase in the share capital of the Acquiring Company.

As a consequence of the cross-border merger, the Acquiring Company will not change its legal form, company or registered office.

On August 9, 2019. The Board of Directors of LPP and the Board of Directors of Gothals have agreed on and signed a plan of cross-border merger (the “Plan of Merger“), which pursuant to 5164 § 1 and Art. 500 §21 CCC in conjunction with. from Art. 5161 of the CCC is made available to the public free of charge on the Company’s website: https://www.lpp.com, in the “Investor Relations” section, under the tab , “Cross-border merger of LPP SA with Gothals Ltd”.

According to Art. 5164 § 1 of the CCC and 500 §21 of the CCC in conjunction with. from Art. 5161 of the CCC, the release of the Plan of Merger will continue uninterrupted from August 9, 2019. until the date of the conclusion of the Company’s general meeting, at which a resolution on the merger of LPP and Gothals will be adopted.

The LPP Board of Directors shall separately notify the date of the LPP General Meeting, the agenda of which will include the adoption of a resolution on the merger, pursuant to Art. 4021 and Art. 4022 CCC.

At the same time, the Board of Directors of LPP informs that the following documents:

  1. Connectivity Plan,
  2. financial statements and management reports on the companies’ activities for the last three fiscal years, together with the auditor’s opinions and reports,
  3. reports of the Management Board of the Acquiring Company and the Board of Directors of the Target Company justifying the merger,
  4. A draft resolution of the LPP General Assembly on the merger,
  5. Determination of the value of the assets of the Target Company,
  6. Statement of the Board of Directors of the Target Company on the accounting status for the purposes of the merger

(the “Merger Documents“) are available for inspection by LPP shareholders and employees from the date of publication of the first notice of intent to merge, that is, from August 9, 2019 until the date of adoption of the merger resolution.

The Merger Documents are available for inspection at LPP’s headquarters at ul. Łąkowa 39/44 in Gdańsk from Monday to Friday from 9:00 am to 3:00 pm.

LPP shareholders and employees may request that copies of the Merger Documents be made available to them free of charge at LPP’s headquarters.

Given that the Acquiring Company holds all the shares in the share capital of the Target Company, pursuant to Art. 51615§1 in conjunction with. from Art. 5166 of the Companies Act, the Merger Plan will not be audited by an expert appointed by the registry court. Accordingly, the expert opinion referred to in Art. 5166 of the CCC, as such an opinion will not be prepared.

This notice is the first notice.

NOTICE TO SHAREHOLDERS OF THE INTENTION OF CROSS-BORDER MERGER OF LPP SA WITH GOTHALS LTD

Gothals 2016 FS

Gothals 2017 FS

Gothals 2018 FS

Gothals_Accounting Statement

Gothals_Valuation of Assets

LPP-Gothals Plan of Cross Boarder Merger

Gothals Report of the board

Draft of the resolution

Draft resolution

Management Report

Annual Report 2016

Annual Report 2017

Annual Report 2018

NOTIFICATION TO SHAREHOLDERS REGARDING THE INTENDED CROSS-BORDER MERGER OF LPP SA AND GOTHALS LTD

The Management Board of LPP spółka akcyjna („the Acquiring Company” or „LPP”), acting pursuant to the provisions of Article 504 (1) and (2) in conjunction with Article 5161 of the Commercial Companies Code („CCC”), hereby notifies the shareholders of LPP of the planned cross-border merger by acquisition, whereby LPP, as the Acquiring Company, shall merge with Gothals Limited („the Acquired Company” or „Gothals”), a company incorporated and operating under the laws of Cyprus, with its registered office in Nicosia at the following address: 5 Themistocles Dervis Street, Elenion Building 2nd Floor, CY-1066 Nicosia, Cyprus, entered in the Register of Companies of the Ministry of Trade, Industry and Tourism, Department of the Register of Companies and Curator of the Ministry of Energy, Commerce, Industry and Tourism under number HE 209767, in which LPP directly holds 100% of shares in the share capital.

The cross-border merger will be carried out by way of: (i) transferring to the Acquiring Company – the sole shareholder of the Acquired Company – all the assets of the Acquired Company and (ii) dissolving the Acquired Company without liquidation, in accordance with the provisions of Article 492 (1) (1) of the CCC in conjunction with Article 5161 and Article 51615 of the CCC and Section 201Θ (γ) of the Cypriot Companies Law Chapter 113 and the provisions of Article 119 (2) (c) of Directive 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law ( O J L 2017 No 169, p. 46).

As a consequence of the cross-border merger, the Acquiring Company shall, as of the date of the merger, assume all rights and obligations of the Acquired Company and the Acquired Company shall be dissolved without liquidation, pursuant to Article 494(1) of the CCC and Article 493(1) of the CCC in conjunction with Article 5161 of the CCC and Section 201KA (1) (α) and (γ) Chapter 113 of the Cypriot Companies Law.

Given that the Acquiring Company holds all the shares in the Acquired Company, pursuant to Art. 515(1) of the CCC in conjunction with Art. 5161 of the CCC, the cross-border merger shall take place without increasing the share capital of the Acquiring Company.

As a result of the cross-border merger, the Acquiring Company shall not change its legal form, business name or registered office.

On August 9th 2019 The Management Board of LPP and the Board of Directors of Gothals have agreed and signed a cross-border merger plan („the Merger Plan”), which pursuant to 5164 (1) and Article 500 (21) of the CCC in conjunction with Article 5161 of the CCC shall be made available to the public free of charge on the Company’s website: https://www.lpp.com, in the “Investor Relations” section, under “Cross-border Merger of LPP SA and Gothals Ltd”.

Pursuant to Article 5164 (1) of the CCC and Article 500(2)1 of the CCC in conjunction with Article 5161 of the CCC, the Merger Plan shall continue to be made available uninterruptedly from 9 August 2019 until the end of the Company’s Annual General Meeting during which a resolution on the merger of LPP and Gothals will be adopted.

The Management Board of LPP shall give notice of the date of the Annual General Meeting of LPP, the agenda of which will provide for the adoption of a resolution on the merger, separately, pursuant to Article 4021 and Article 4022 of the CCC.

At the same time, the Management Board of LPP informs that the following documents:

  1. the Merger Plan;
  2. financial statements and management reports on the companies’ operations for the last three financial years together with the auditor’s opinions and reports,
  3. reports of the Management Board of the Acquiring Company and the Board of Directors of the Acquired Company justifying the merger,
  4. draft resolution of the Annual General Meeting of LPP on the merger;
  5. determined value of the Acquired Company’s assets;
  6. statement of the Board of Directors of the Acquired Company on the accounting situation for the purposes of the merger

(„Merger Documents”) are available for inspection by shareholders and employees of LPP as of the date of publication of the first notification regarding the planned merger, i.e. from 9 August 2019 until the date of the resolution on the merger.

The Merger Documents are available for inspection at the registered office of LPP at ul. Łąkowa 39/44 in Gdańsk from Monday to Friday from 9.00 to 15.00.

Shareholders and employees of LPP may demand that copies of the Merger Documents be made available to them free of charge at the registered office of LPP.

Given that the Acquiring Company holds all the shares in the share capital of the Acquired Company, pursuant to Article 51615§ 1 in conjunction with Article 5166 of the CCC, the Merger Plan will not be examined by an expert appointed by the registry court. Therefore, no expert’s opinion referred to in Article 5166 of the CCC has been made available to the shareholders for inspection at the registered office of the Acquiring Company, as no such opinion will be prepared.

This notification is the second one.

Gdansk, August 30, 2019.