The management of Mercator Medical SA ("Issuer"), acting pursuant to art. 504 § 1 and 2, in conjunction with from art. 402 (1) § 1 and art. 516 (1) of the Code of Commercial Companies ("KSH") notifies the Issuer's shareholders about the planned cross-border merger by acquisition ("Merger") of the Issuer (as the acquiring company) with its subsidiary Plakentia Holdings Limited, a limited liability company established in accordance with the law Cypriot, based in Nicosia, Cyprus, address: Arch. Makarίou III, 2-4, Capital Center, Floor 7; 1065 Nicosia, Cyprus, entered in the Register of Companies (original name: Department of the Registrar of Companies and Official Receiver) under number 78 327870 ("PHL"). The Issuer holds 100% shares in PHL. br> The merger will take place by transferring to the Issuer - as the sole shareholder of PHL - all assets of PHL, through universal succession and dissolving PHL without liquidating it, in accordance with the provisions of art. 492 § 1 point 1 in connection with art. 516 (1) of the CCC and subsequent ones, in particular art. 516 (15) of the Commercial Companies Code and Section 201 of the Cyprus Company Law, as well as the provisions of Article 2 (2) (c) of Directive 2005/56 / EC of the European Parliament and of the Council of October 26, 2005 on cross-border mergers of limited liability companies (Dziennik Journal of the European Union L 310 of 25.11.2005). Br> As a result of the Merger, the Issuer will assume all rights and obligations, assets and liabilities of PHL on the day of the Merger, in accordance with the provisions of art. 494 § 1 in connection with art. 516 (1) Commercial Companies Code and Section 201 KA of Cypriot Companies Law, and PHL will be terminated without winding-up proceedings. Br> Considering that the Issuer holds all shares in PHL, in accordance with art. 515 § 1 of the CCC in connection with art. 516 (1) of the Code of Commercial Companies, the Merger will take place without increasing the Issuer's share capital and with the simplified procedure specified in 516 (15) § 1 of the Commercial Companies Code. In addition, the provisions of art. 516 (3) points 2, 4, 5 and 6 of the Commercial Companies Code and art. 516 (6) of the Code of Commercial Partnerships. Br> The detailed terms of the merger were specified in the Joint Trans-merger Plan by Acquisition agreed on June 12, 2017 (the Merger Plan) and made publicly available free of charge on the Issuer's website at http: //mercatormedical.eu/relations-investor/mercator-medical/283, in accordance with art. 516 (4) § 1 KSH. Br> Therefore,that the Issuer holds all shares in PHL, in accordance with art. 516 (15) § 1 in conj. from art. 516 (6) of the Commercial Companies Code The Merger Plan is not audited by an auditor. Br> The Issuer's Management Board informs that the following documents: br> 1) Merger Plan with attachments, br> 2) Report of the Issuer's Management Board, prepared at based on art. 516 (5) of the Commercial Companies Code, constituting a written position of the Issuer's Management Board regarding the planned cross-border merger, including its justification and br> 3) Financial statements and management reports on the merging companies for the last three financial years together with the auditor's opinion and report (if drawn up) br> will be available for inspection by the Issuer's shareholders and employees from the date of publication of this notification, ie from July 20, 2017 to the adoption of the resolution regarding merger at the Issuer's headquarters in Krakow at ul. H. Modrzejewskiej 30 from Monday to Friday from 8.00 - 16.00. The Issuer's shareholders and employees may request that copies of these documents be made available to the Issuer's registered office free of charge. Br> This notification is the first notification. Br>
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