Merger Plan

1. LEGAL FORM, BUSINESS NAME AND REGISTERED OFFICE OF MERGING COMPANIES
2. METHOD OF MERGER AND ITS LEGAL BASIS
3. THE EXCHANGE RATIO OF SHARES OF THE COMPANY BEING ACQUIRED FOR THE SHARES OF THE ACQUIRING COMPANY AND THE AMOUNT OF ADDITIONAL CASH PAYMENTS
4. THE RULES FOR GRANTING OF SHARES IN THE ACQUIRING COMPANY
5. THE DATE AS OF WHICH THE SHARES ENTITLE TO THE PROFIT OF THE ACQUIRING COMPANY
6. RIGHTS GRANTED BY THE ACQUIRING COMPANY TO SHAREHOLDERS AND PERSONS WITH SPECIFIC BENEFITS IN THE COMPANY BEING ACQUtRED
7. SPECIFIC BENEFITS FOR THE MEMBERS OF THE BODIES OF THE MERGING COMPANIES AND OTHER PERSONS PARTICIPATING IN THE MERGER
8. ATTACHMENTS TO THE MERGER PLAN
9. LANGUAGE VERSIONS
10. AGREEMENT IN RELATION TO THE MERGER PLAN

​​​​​​1.1.  The merging companies are:
a) SAF-HOLLAND POLSKA spöfka z ograniczonq odpowiedzialnosciq with its registered office in Pi+a, address: ul. Wawelska no. 131, 64-920 Pi+a, Poland, entered into the register of entrepreneurs of the National Court Register kept by the District Court Poznan - Nowe Miasto i Wilda in Poznan, IX Commercial Division of the National Court Register, under the KRS No.: 0000132500, NIP No.: 7631707617,   REGON   No.: 570322009  ("SAFH"),  as  the acquiring company, and

b) „HALDEX" sp6tka z ograniczonq odpowiedzialnosciq with its registered office in Kowale, address: ul. Wodna 2, 46-320 Kowale, Poland, entered into the register of entrepreneurs of the National Court Register kept by the District Court in Opale, VIII Commercial Division of the National Court Register, under the KRS No.: 0000106067, NIP No.: 8321005212, REGON No.: 730204683 ("Haldex")
as the company being acquired.

1.2. SAFH and Haldex are jointly referred to in the Merger Plan as the "Companies".

2.1. The merger will take place by transferring to SAFH all assets of Haldex in accordance with the procedure set out in Article 492 § 1 item 1 of the Act of 15 September 2000 - Commercial Companies Code ("CCC"), the effect of which is that: (i) SAFH will acquire all rights and obligations of Haldex by way of universal succession and (ii) Haldex will cease to exist.
2.2. The sole shareholder of both SAFH and Haldex is SAF-HOLLAND  GmbH, a company incorporated under the laws of GeJJJlaoy,, wi.tt:Lits_i:_egis_teLe..d office a.t the address  Hauptstraße  26,  63856 Bessenbach, Germany, entered in the German commercial register under number HRB  9685  ("Sole  Shareholder").
Accordingly, the merger will be effected in accordance with Articles 5151 and 516 § 61 of the CCC, with appropriate application of the provisions governing the simplified merger procedure, in particular the merger will be carried out without granting of shares in SAFH to the Sole Shareholder.
2.3. On the basis of Article 516 § 61 of the CCC and in connection with the consent of the Sole Shareholder to limit the formal requirements for the merger: a) the Management Boards of the Companies will not prepare reports referred to in Article 501 § 1 of the CCC, b) the Management Boards of the Companies will not provide the information referred to in Article 501 § 2 of the CCC, and c) the merger plan will not be examined by an expert for its correctness and reliability and no expert opinion will be prepared.
2.4. In accordance with Article 500 § 21 of the CCC the Merger Plan will be made available to the public on the Companies' websites: a) WWW.SAFHOLLAND.COM and b) WWW.HALDEX.COM.
2.5. The Sole Shareholder, as the shareholder of the Companies, will have the right to inspect the documents indicated in Article 505 of the CCC at the registered offices of the Companies
2.6. The merger of the Companies shall take place as of the date of entry of the merger by the registry court having jurisdiction over the registered office of SAFH. This entry, in accordance with Article 493 § 2 of the CCC, will have the effect of deleting Haldex from the Register of Entrepreneurs of the National Court Register. As a result of the merger of the Companies, SAFH, in accordance with Article 494 § 1 of the CCC, will as of the date ofthe merger, by way of general succession, acquire all the rights and obligations of Haldex.

3. For all content please click on the following link:

Merger Plan SAF-HOLLAND Poland and Haldex Poland (safholland.com)