Merger Plan

The Management Board of Polimex-Mostostal S.A. informs that on 24 November 2009 therewas a Merger Plan signed providing for the terms and conditions of merging Polimex-MostostalS.A. as the Acquiring Company and Acquired Companies, i.e. Energomontaż S.A., Naftoremontsp. z o.o., ZRE Kraków sp. z o.o., ZRE Lublin S.A., EPE Rybnik sp. z o.o. and ECeRemont sp. zo.o.

The Merger Plan provides for, among other things, the manner of merger and the legal groundsfor it, methodology of appraisal of the Acquired Companies, the parity of exchange of the stockof Energomontaż-Północ S.A., Naftobudowa S.A. and ZRE Lublin S.A. for the Merger IssueShares, the parity of exchange of the stock of Naftoremont Sp. z o.o. and of ZRE Kraków Sp. zo.o. for the Merger Issue Shares, and the principles pertaining to the manner of granting thestock of the Taking Over Company.

Polimex-Mostostal S.A. as the Acquiring Company holds 100% of shares in ECeRemontsp. z o.o. and in EPE Rybnik sp. z o.o. The merger with the Companies will take place pursuantto Article 515 § 1 of the Code of Commercial Companies, i.e. without increasing the sharecapital of the Acquiring Company by the amount corresponding with the value of the sharesin ECeRemont sp. z o.o. and EPE Rybnik sp. z o.o., respectively. Thus, the Merger Issue Shareswill not be issued to the sole partner, i.e. the Acquiring Company.We also wish to inform that the merging Companies will submit a joint application to therelevant registry court for the appointment of a certified auditor to audit and provide an expertopinion on the Merger Plan which will be made available by the Company in the form of amessage immediately after it has been received.The Merger Plan constitutes an Annex to this message.

Legal grounds: § 5 (1) (13) as related to § 19 (2) (1) of the Ordinance of the Minister of Financedated 19 February 2009 on current and periodical information provided by issuersof securities and terms of deeming information required by the regulations of anon-Member State equivalent (Journal of Laws of 2009, no. 33, item 259).