WDX : CR 33/2017 – Decision regarding the planned merger of the WDX S.A. and Wandalex-Feralco Sp. z o.o. companies

The Management Board of WDX S.A. with headquarters in Warsaw (the 'Acquiring Company') announces that on 12 December 2017 it made the decision to plan a merger with its subsidiary Wandalex-Feralco Sp. z o.o. with headquarters in Zgierz (the 'Acquired Company), of whichWDX S.A. holds 100% shares, and that it initiated appropriate formal and legal steps to do so, as required by regulations pertaining planned mergers.

Taking into account the fact that the Acquiring Company acquires a single shareholder company, of which it is the sole shareholder, holding all shares the planned merger will occur pursuant to the regulation of articles 492 § 1 p.1) of the Polish code of commercial companies, and 516 § 6 of the Polish code of commercial companies through acquisition of the Acquired Company by the Acquiring Company, i.e. the transfer of all assets of the Acquired Company to the Acquiring Company.

WDX S.A. specializes in deliveries of integrated warehouse equipment and storage solutions, and designing logistical systems for internal transport. The offer of WDX S.A. includes warehouse racks, belt and roller conveyors, forklift trucks, and also comprehensive solutions for automated transport, order picking and storage of goods. Our offer is supplemented by logistic designs.

Wandalex-Feralco Sp. z o.o. is the manufacturer of a broad range of warehouse racks, including high storage racks for their further resale in the market.

The justification of the decision to merger the Acquiring Company with the Acquired Company are in particular considering the facts that:

1) recent - in consequence of acquisition of a total number 27,770 of shares in the initial capital of Wandalex-Feralco Sp. z o.o. by WDX S.A. on 4 December 2017, which accounts for 50% shares in the aforesaid capital, and as consequence it became the shareholder holding 100% of shares in the initial capital of the aforesaid company - changes that occurred in the ownership structure of Wandalex-Feralco Sp. z o.o.;

2) annual share of Wandalex-Farelco Sp. z o.o. products purchased by WDX S.A. grew steadily (reaching 99% of total production for the first three quarters of 2017);

3) WDX S.A. and Wandalex-Feralco Sp. z o.o., both being manufacturing companies, conduct activities in a single factory facility

the further existence and activities of Wandalex-Feralco Sp. z o.o. as a separate body lost its rationale, and the merger of both companies will allow to simplify the structure of the WDX Capital Group, optimize the use of manufacturing potential and staff, simplify the logistical and financial-accounting procedures, bring about purchasing synergies and rationalization of manufacturing costs.

The completion of planned merger will depend on the adoption of resolutions concerning the merger by both the Extraordinary General Meeting of Shareholders of the Acquiring Company, and the Extraordinary Meeting of Shareholders of the Acquired Company.