Dino Polska S.A.

M&A Activity • Nov 13, 2018

CurrentReport no. 23/2018 - Notice of intention to merge

Bodyof the report:

The Management Board of "Dino Polska" S.A. with itsregistered seat in Krotoszyn (the "Company"), in accordance with Article504 § 1 and § 2 of the Polish Commercial Companies Code (the "CCC "),informs the Shareholders of the Company on the planned merger of Companywith the company Pol-Food Polska Sp. z o.o. with its registered seat inKrotoszyn, (the "Acquired Company"), in which the Company holds 100% ofshare capital.The merger shall take place pursuant toArticle 492 § 1 Item 1 of the CCC by transfer of the assets of theAcquired Company to the Company, as the sole shareholder of the AcquiredCompany (merger by acquisition). As a result of the merger, the Company- in accordance with Article 494 §1 of the CCC - will assume all rightsand obligations of the Acquired Company, effective on the date of themerger.Given that the Company holds all the shares of theAcquired Company, and according to article 515 §1 of the CCC, the mergerwill be carried out without increasing the share capital of the Company.Thedetailed terms of the merger are specified in the Merger Plan preparedon 26 October 2018 and available on the Company's website(http://grupadino.pl/en/corporate-governance/).The ManagementBoard of the Company also informs, that the following documents(the "Merger Documents"):1)Merger Plan with attachments,2)Financial Statements and Management Board's Reports on Activities of themerging companies for the last three financial years, together withthe opinion of the independent auditor and report supplementing theauditor's opinion (if an opinion or a report was issued), will beavailable for inspection for shareholders of the Company from the dateof publication of first announcement, until the date of adoption of theresolution regarding the merger.The Merger Documents willbe available in the office of the Company, at ul. Ostrowska 122 inKrotoszyn, from Monday to Friday from 8.00 a.m. to 4.00 p.m.Shareholdersof the Company may request copies of the Merger Documents free ofcharge at the office of the Company.Thisis the second notification.