The merger of PGE Polska Grupa Energetyczna S.A. with PGE Electra S.A. and changes in the Statutes of PGE S.A. were the main resolutions taken during the Extraordinary General Meeting of PGE S.A.
The Shareholders, present on 8 December 2010 at the Extraordinary General Meeting of PGE S.A. adopted a resolution concerning the merger of PGE Polska Grupa Energetyczna S.A. (the Acquiring Company) with PGE Electra S.A. (the Company Being Acquired) within the PGE Capital Group's consolidation programme. In consequence of the merger, the Company Being Acquired will be dissolved without any liquidation proceedings. The merger will be effected by way of transferring all of PGE Electra's assets to PGE SA (merger by acquisition), without any increase in PGE's share capital and without any exchange of PGE Electra shares for shares in PGE. The share capital of PGE SA will not be increased, because the company is the sole shareholder of PGE Electra SA and it cannot take over its own shares for the shares it holds in the Company Being Acquired.
The merger of PGE Polska Grupa Energetyczna S.A. with PGE Electra S.A is another stage of the implementation of the PGE Capital Group Consolidation Programme, whose execution leads the PGE Group to strong market and financial positions. The merger of the companies will not exert an influence upon their current operating activities.
Next, the PGE shareholders adopted a resolution concerning the changes in the consolidated text of the Statutes of PGE Polska Grupa Energetyczna S.A.
The drafts of the adopted resolutions as well as other documents related to the Extraordinary General Meeting are available on the Company's web page under the tab: General Meetings.
Within PGE Capital Group, PGE Electra SA is a wholesale trade company. The Company deals with the wholesale trade of electricity and related products (e.g. property rights resulting from renewable generation, emission allowances) within PGE Group. It is also a company executing transactions with the entities from outside the Group. From the merger registration, all the competences of PGE Electra S.A. will be taken over by PGE S.A., which fulfils the role of the Corporate Centre of the PGE Capital Group.