Current report no: 44/2011
Date: 20.06.2011

Position of the management board of the Company on the intention to merge the Company with its subsidiary, EP Hotele i Nieruchomości Sp. z o.o.

The management board of Energomontaż-Południe S.A. (the Issuer, the Company) announces its position concerning the merger of the Company with its subsidiary, EP Hotele i Nieruchomości Sp. z o.o.

The management board of Energomontaż-Południe S.A. recommends to the shareholders of the Company the adoption of a resolution on a merger with the subsidiary, EP Hotele i Nieruchomości Sp. z o.o., under the rules set out in the merger plan published in current report No 33/2011 of 29 April 2011, published in Monitor Sądowy i Gospodarczy (Court and Economic Monitor) No 90/2011 of 11 May 2011, item 5714.

The merger will take place through the Issuer taking over EP Hotele Nieruchomości Sp. z o.o. according to the rules set out in Article 492 par. 1 pt. 1 of the Commercial Companies Code (CCC), namely through the transfer of all the assets of EP Hotele i Nieruchomości Sp. z o.o. to Energomontaż-Południe S.A., without a simultaneous increase in the share capital of the Company, i.e., taking account of the regulations contained in Article 515 par. 1 CCC.

Justification of the merger;

Given that the Perła holiday resort in Mrzeżyno has been leased out, and that maintaining the subsidiary in order to run an employee hotel is not economically justified, the management board of Energomontaż-Południe S.A. took the above decision to merge with the subsidiary EP Hotele i Nieruchomości Sp. z o.o. It is planned to continue leasing out the holiday resort. Through the merger operation, the Issuer wishes to simplify the capital structure of the Group, thereby achieving lower operating costs.

Legal basis: Clause 19 par. 3 of the Regulation of the Minister of Finance dated 19 February 2009 on current and periodic information published by issuers of securities, and on conditions for finding the information required by the provisions of law of a country that is not a Member State to be equivalent.


SIGNATURES OF INDIVIDUALS REPRESENTING THE COMPANY

Jacek Fydrych       - Vice-president of the management board
Ryszard Radomski - Member of the management board

Legal grounds: Article 56 par. 1 pt. 2 of the Act on Offerings – current and periodic information

Attachments:

Copyright © Energomontaż - Południe S.A.