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Decision on Merger of LC Corp S.A. with its Subsidiary – LC Corp Invest Sp. z o.o.


Legal basis: Article 56.1.2 of the Act on Public Offering – current and periodic information

The Management Board of LC Corp S.A. (the Issuer) informs that on 31 August 2011 the Management Boards of LC Corp S.A. and LC Corp Invest Sp. z o. o., a subsidiary undertaking of the Issuer, adopted resolutions on the merger of LC Corp S.A. (the Acquiring Company) and LC Corp Invest Sp. z o.o. (the Acquired Company - formerly LC Corp Invest III Sp. z o.o. Sp. k.).

The planned merger will be carried out pursuant to Article 492 §1.1 of the Code of Commercial Partnerships and Companies (KSH) by transferring all the assets of the Acquired Company to the Acquiring Company as the sole shareholder of the Acquired Company.

Due to the completion of the investment by the Acquiring Company, there is no need to maintain its existence. The merger will enable concentration of the assets held by the Acquired Company at the Acquiring Company.

Since all the assets of the Acquired Company - LC Corp Invest Sp. z o.o. are owned by its sole shareholder, i.e. LC Corp  S.A., the merger will be carried out pursuant to Article 516 § 6 in connection with §§ 1 and 5 of the KSH, i.e.:

a)    without delivering shares of the Acquiring Company to the shareholders of the Acquired Company;

b)    without specifying in the plan of merger the ratio of exchange of shares of the Acquired Company into shares of the Acquiring Company;

c)    without specifying in the plan of merger the terms relating to shares in the Acquiring Company;

d)    without specifying in the plan of merger the date from which shares of the Acquiring Company delivered to shareholders of the Acquired Company entitle to participate in the profits of the Acquiring Company.

Pursuant to Article 516 §6 in connection with Article 516 § 5 of the KSH, under the simplified mode no Reports of Management Boards are prepared (Article 501 of the KSH) and the plan of merger is not subject to audit by a certified auditor.

The plan of merger was filed today in the registry court. At the same time the Company hereby publishes the contents of the plan of merger together with the attachments.

Legal basis: §5.1.13 of the Regulation of the Minister of Finance (Journal of Laws - Dzu.U No 33 item 259) as at 19 February 2009 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent the information required under the laws of a non-member state.