The Management Board of Polimex-Mostostal S.A. informs that on 27 April 2010 there was aMerger Plan signed providing for the principles of merger of Polimex-Mostostal S.A. as theAcquiring Company, and the Acquired Companies, i.e. EnergomontaŜ-Północ S.A., Naftoremontsp. z o.o., Zakłady Remontowe Energetyki Kraków Sp. z o.o., Zakłady Remontowe EnergetykiLublin S.A., EPE-Rybnik sp. z o.o. and ECeRemont sp. z o.o. The Merger Plan provides for,among other things, the manner of merger and its legal grounds, the methodology of appraisal ofthe Acquired Companies, the rate of exchange of the shares of EnergomontaŜ-Północ S.A. andZakłady Remontowe Energetyki Lublin S.A. against the Merger Issue Shares, the rate ofexchange of the shares of Naftoremont sp. z o.o. and Zakłady Remontowe Energetyki KrakówSp. z o.o. against the Merger Issue Shares, and the principles of granting the Acquiring Companyshares in relation to the merger. Polimex-Mostostal S.A., as the Acquiring Company, holds100% of the shares in ECeRemont sp. z o.o. and EPE-Rybnik sp. z o.o.; therefore, the mergerwith those companies will take place pursuant to Article 515 (1) (1) of the Code of CommercialCompanies, i.e. without increasing the business capital of the Acquiring Company by the amountcorresponding with the value of the shares in ECeRemont sp. z o.o. and EPE-Rybnik sp. z o.o.respectively. Therefore, no issuance of the Merger Issue Shares to the sole partner, i.e. theAcquiring Company, will take place.
At the same time, we wish to inform that the merging companies will submit a joint applicationto a competent court of registration for the appointment of an expert for the purpose of auditingthe Merger Plan with respect to its reliability and correctness, and drawing up an opinion on thematter to be made available by the Company in the form of a current report following thereception of the opinion.
The Merger Plan constitutes an annex to this current report.
Legal grounds: § 5 (1) (13) as related to § 19 (2) (1) of the Ordinance of the Minister of Financesdated 19 February 2009 on current and periodical information provided by issuers of securitiesand terms of deeming information required by the regulations of a non-Member State equivalent(Journal of Laws of 2009, No. 33, item 259).