The Management Board of Energomontaż-Południe
Spółka Akcyjna with its registered office in Katowice at ul. Mickiewicza
15, 40-951 Katowice, entered in the Commercial Register of the National
Court Register maintained by the District Court for Katowice-East in
Katowice, Division VIII Commercial of the National Court Register, under
KRS 0000080906 (the "Acquiring Company", "Energomontaż", the
"Company"), acting on the basis of Article 402 par. 2, Article 402(1)
par. 1 and Article 504 par. 1 of the Commercial Companies Code ("CCC"),
provides notification for the first time of its intention to merge with
EP Hotele i Nieruchomości Spółka z ograniczoną odpowiedzialnością with
its registered office in Katowice at ul. Mickiewicza 15, 40-951
Katowice, entered in the Commercial Register of the National Court
Register maintained by the District Court for Katowice-East in Katowice,
Division VIII Commercial of the National Court Register, under KRS
0000134975 (the "Target Company", "EP Hotele i Nieruchomości").
The merger will take place through Energomontaż
taking over EP Hotele Nieruchomości Sp. z o.o. in accordance with the
rules set out in Article 492 par. 1 pt. 1 CCC, i.e. through a transfer
of all the assets of the Target Company to the Acquiring Company,
without a simultaneous increase in the share capital of the Acquiring
Company, i.e., taking account of the provisions of Article 515 par. 1
CCC.
In accordance with Article 504 par. 2 CCC,
the Management Board of the Company informs the shareholders of the
Company that the Merger Plan for Energomontaż-Południe S.A. and EP
Hotele i Nieruchomości Sp. z o.o., prepared in accordance with the
requirements of Article 498 and Article 499 CCC, taking account of
Article 516 par. 5 and 6 CCC, was published in Monitor Sądowy i
Gospodarczy (Court and Economic Monitor) No. 90/2011 on 11 May 2011
(item 5714). The Merger Plan was also appended to the Company's Current
Report No. 33/2011 of 29 April 2011.
At the same
time, the Management Board of Energomontaż-Południe S.A. announces that,
for one month starting from 17 May 2011, at the registered office of
the Company at ul. Mickiewicza 15 in Katowice, between 8.00 a.m. and
3.00 p.m. on each business day, shareholders will be able to familiarise
themselves with the documents referred to in Article 505 par. 1 CCC,
taking account of Article 516 par. 5 and 6 CCC, i.e. with:
- the Merger Plan;
- the financial statements and Management Board reports concerning
the operations of the merging companies for the last three financial
years, along with an auditor's opinion and report;
- the draft resolution of the General Meeting of Shareholders of the Acquiring Company regarding the merger of the companies;
- the draft resolution of the General Meeting of Shareholders of the Target Company regarding the merger of the companies;
- a determination of the value of the Target Company's assets as at
31 March 2011, i.e. on the last day of the month prior to submitting the
motion for announcing the Merger Plan;
- a statement containing information about the condition of the
accounts of the Acquiring Company, drawn up for the purposes of the
merger, as at 31 March 2011;
- a statement containing information about the condition of the
accounts of the Target Company, drawn up for the purposes of the merger,
as at 31 March 2011;
- a current copy of the Commercial Register of the National Court Register for the Acquiring Company;
- a current copy of the Commercial Register of the National Court Register for the Target Company.
The date of the General Meeting of Shareholders at
which the agenda will provide for the adoption of a resolution on the
merger will be announced by the Management Board of
Energomontaż-Południe S.A. to the Company's shareholders separately,
pursuant to Article 402(1) par. 1 et seq. CCC.
SIGNATURES OF PERSONS REPRESENTING THE COMPANY
Radosław Kamiński - President of the Management Board
Ryszard Radomski - Member of the Management Board