16.08.2016 11:36

Second notification of the intent of merger of STALPROFIL S.A. with ZRUG Zabrze S.A.

Pursuant to art. 504 of the Commercial Companies Code, the Management Board of "STALPROFIL" JOINT STOCK COMPANY based in Dąbrowa Górnicza, entered in the Register of Entrepreneurs maintained by the District Court Katowice-East in Katowice, VIII Commercial Division of the National Court Register, under KRS number 0000113043, with share capital 1 750 000.00 PLN paid up in full (the Acquiring Company), for the first time shall notify shareholders of the intended merger with ZRUG Zabrze S.A. with its seat in Zabrze, entered in the Register of Entrepreneurs of the District Court in Gliwice, X Commercial Division of the National Court Register, under KRS number: 0000421793, with share capital of 26 950 000.00 PLN paid up in full (Target Company) and announces that on 29 July 2016 it was agreed and signed the Merger Plan of "STALPROFIL" JOINT STOCK COMPANY based in Dabrowa Górnicza(Acquirer) with ZRUG Zabrze S.A. with its seat in Zabrze (Target Company).
The merger plan was made ​​available on the website of "STALPROFIL" S.A. at www.stalprofil.com.pl , starting from 29 July 2016, continuously until the end of the Extraordinary General Meeting of Shareholders at which a resolution on the merger will be taken. According to the art. 500 2 § 1 of the Code of Commercial Companies, the Acquiring Company waives the requirement to advertise the Merger Plan in MSiG, to providing free access to the public on the Merger Plan on its website.
The merger will be through acquisition by "STALPROFIL" S.A. based in Dabrowa Górnicza, ZRUG Zabrze S.A. with its seat in Zabrze, through transfer of "STALPROFIL" S.A., as the sole shareholder, the entire assets of ZRUG Zabrze S.A., under the simplified procedure and without share capital increase of "STALPROFIL" S.A., ie. on the basis of art. 492 § 1 point 1), art. 515 §1 and 516 §6 of the Commercial Companies Code and under the conditions specified in the Merger Plan of 29 July 2016.
The shareholders of the Acquiring Company from 29 July 2016 until the end of the Extraordinary General Meeting of Shareholders at which a resolution will be taken on the merger, may be consulted at the headquarters of the Acquiring Company, ie. in Dąbrowa Górnicza, ul. Roździeńskiego 11a, first floor, room C117 on weekdays from 8.00 am to 15.00 with the documents referred to in art. 505 § 1 of the Code of Commercial Companies.

The Management Board of "STALPROFIL" S.A. informs that in the Draft Resolution of the Extraordinary General Meeting of ZRUG Zabrze S.A. on the merger of "STALPROFIL" S.A. with ZRUG Zabrze S.A. (Draft Resolution) of Appendix 2 to the Merger Plan, which was submitted to the registry files and published on the websites of the merging companies at the following addresses: www.stalprofil.com.pl and www.zrugzabrze.pl, there was a mistake - entering in § 2 of the draft resolution after the words: "the Extraordinary General Meeting of ..." the following words: ". .. "STALPROFIL S.A." instead of the words: "... ZRUG Zabrze S.A.".

Consequently, the merging companies by submitting a joint statement, made rectify the content of Schedule 2 to the Merger Plan, ie. the Draft Resolutions of the Extraordinary General Meeting of ZRUG Zabrze S.A. on the merger of "STALPROFIL" S.A. with ZRUG Zabrze S.A.
Statement of the correction content of Schedule 2 to the Merger Plan, annexed to this notice has been published on the website of the merging companies at the following addresses: www.stalprofil.com.pl and www.zrugzabrze.pl.