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Decision on intention of merger of PGE Polska Grupa Energetyczna S.A. with PGE Electra S.A.

  • No. of the report: 8/2010
  • Report date: 16.02.2010
  • Report legal ground: Art. 56 section 1 p. 2 of Act on Public Offering – current and periodic information

Contents of the report

The Management Board of PGE Polska Grupa Energetyczna S.A. (“PGE”) informs that on February 16, 2010 it has made a decision on intention of merger of PGE with its subsidiary PGE Electra S.A. (the “Acquired Company”).The aim of the merger is to increase the transparency of the PGE group and to allocate the cash flows and the margin to the level of the company listed on Warsaw Stock Exchange. It will allow further reduction of financial costs and will facilitate the payment of the dividend to the shareholders.The projected merger will take place by course of art. 492 § 1 p. 1 and art. 515 § 1 of Code of Commercial Companies i.e. through transfer of all assets of the Acquired Company to PGE (merger through takeover) without raising the share capital of PGE and without the exchange of Acquired Company’s shares for PGE’s shares.The Acquired Company is a PGE’s subsidiary, responsible for wholesale energy trading within the PGE group. PGE owns 100% of the Acquired Company’s shares, giving 100% of votes on its General Meeting.Legal ground: § 5 section 1 p. 13 and § 19 section 1 of the Regulation of the Polish Minister of Finance of February 19, 2009 on current and periodic information published by issuers of securities and on conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state. (Dziennik Ustaw of 2009 No. 33, item 259 as amended).

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