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Merger of PGE Polska Grupa Energetyczna S.A. with PGE Electra S.A.

  • No. of the report: 83/2010
  • Report date: 31.12.2010
  • 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”, „Acquiring Company”) informs, that on December 31, 2010 the District Court of the City of Warsaw, XII Commercial Division of the National Court Register ("Register Court") registered the merger of PGE with its subsidiary PGE Electra S.A. („Acquired Company”). The merger of the companies was carried out under article 492 § 1 item 1 of the Commercial Companies Code (CCC) of September 15, 2000, article 515 § 1 of CCC and article 516 § 6 of CCC, i.e. by way of transferring all assets of the Acquired Company, i.e. PGE Electra S.A., to the Acquiring Company, i.e. PGE Polska Grupa Energetyczna S.A., without any increase in the share capital of the Acquiring Company and without any issue of new shares in the Acquiring Company in return for shares in the Acquired Company(“Merger”).PGE and the Acquired Company accomplished the Merger pursuant to the following resolutions:- resolution no 4 of the Extraordinary General Meeting of PGE of December 8, 2010;- resolution no 1 of the Extraordinary General Meeting of Electra S.A. of December 8, 2010.PGE is a dominant entity of the PGE Polska Grupa Energetyczna S.A. Capital Group – the largest energy holding in Poland and one of the largest in Central and Eastern Europe, with regard to installed capacity and volume of generated energy.The Acquired Company was a PGE’s subsidiary, responsible for wholesale trading of energy and related products (including property rights, emission rights) within the PGE Group. PGE owned 100% of the Acquired Company’s shares, giving 100% of votes on its General Meeting.As from the Merger register date, PGE takes over all the competences of PGE Electra S.A. At the same time PGE acts as the Corporate Center of PGE Capital Group.Legal ground: § 20 in connection with § 5 section 1 point 14 of the Regulation of the Minister of Finance dated 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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