First notice of the intended merger of Polimex-Mostostal S.A. and subsidiary companies.
The Management Board of Polimex-Mostostal S.A. having its seat in Warsaw at ul. Czackiego15/17, 00-950 Warsaw, Poland, registered in the Register of Entrepreneurs of the NationalCourt Registry maintained by the District Court for the capital city of Warsaw in Warsaw, XIICommercial Division of the National Court Register, under no. KRS 0000022460 (hereinafterreferred to as ‘Polimex-Mostostal’), acting pursuant to Article 504 (1) and (2) as related toArticle 4021 of the Code of Commercial Companies, for the first time notifies of the intendedmerger of Polimex-Mostostal and the following subsidiary companies: Energomontaż-PółnocS.A., Naftobudowa S.A., Naftoremont sp. z o.o., Zakłady Remontowe Energetyki Kraków Sp.z o.o., Zakłady Remontowe Energetyki Lublin S.A., EPE-Rybnik sp. z o.o. and ECeRemontsp. z o.o. (hereinafter referred to as the ‘Acquired Companies’). The merger shall take placein the course of Article 492 (1) (1) of the Code of Commercial Companies by means oftransfer of the entirety of the assets of the Acquired Companies onto Polimex-Mostostal on theterms provided for in the merger plan announced on 22 December 2009 in the MonitorSądowy i Gospodarczy no. 249.
The merger plan was also published as an annex to the current report no. 46/2009 dated25 November 2009. On 24 November 2009, the merger plan was submitted to the DistrictCourt for the Capital City of Warsaw.
As of 18 January 2010 to the day preceding the date of General Meeting, the agenda of whichshall provide for a resolution on the merger,Polimex-Mostostal stockholders will be capable of acquainting themselves, at the seat of theCompany in Warsaw, ul. Czackiego 15/17, 3rd floor, Room 320, 08:30 to 16:30 each businessday, with the following documents:
1) Merger plan,
2) Financial statements and reports of the management board on the activity of themerging companies covering the last three financial years, inclusive of opinions andreports by a certified auditor,
3) Draft resolutions of the General Meetings/Meetings of Partners of the mergingcompanies regarding the merger,
4) Draft amendments to the Statutes of Polimex-Mostostal,
5) Appraisal of the value of assets of the Acquired Companies as on 01.10.2009,
6) Statements containing information on the balances of the merging companiesdeveloped for the purposes of the merger as of 01.10.2009,
7) Reports of the management boards of the merging companies justifying the merger,
8) Opinion by a certified auditor on the correctness and reliability of the Merger Plan.
Pursuant to Article 504 (2) (2) of the Code of Commercial Companies, the term for thestockholders to acquaint themselves with the aforementioned documents shall not be shorterthan a month prior to the day of the General Meeting adopting the resolution provided for insubparagraph 3 hereinabove.
The Management Board of Polimex-Mostostal plans to publish a second notice of the matter towithin a period not shorter than two weeks of the date of the first notice.
The date of the General Meeting the agenda of which shall provide for the adoption of theresolution provided for in subparagraph 3 hereinabove shall be advised to Polimex-Mostostalstockholders separately, pursuant to Article 4021 of the Code of Commercial Companies.
Legal grounds: Article 56 (1) (2) of the Act on public offering and conditions of organised tradein financial instruments, and on public companies.