Merger of PGE Polska Grupa Energetyczna S.A. with PGE Górnictwo i Energetyka S.A. and PGE Energia S.A.
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 August 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 subsidiaries PGE Górnictwo i Energetyka S.A. and z PGE Energia S.A. („Acquired Companies”). The merger took place pursuant to article 492 § 1 item 1 of Polish Commercial Companies Code, i.e. by way of transferring all assets of the Acquired Companies to the Acquiring Company in return for shares which the Acquiring Company issued to the shareholders of the Acquired Companies.PGE and the Acquired Companies accomplished the merger pursuant to the following resolutions:- resolution no 4 of the Extraordinary General Meeting of PGE of August 3, 2010;- resolution no 4 of the Extraordinary General Meeting of PGE Górnictwo i Energetyka S.A. of August 3, 2010;- resolution no 1 of the Extraordinary General Meeting of PGE Energia S.A. of August 3, 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.PGE Górnictwo i Energetyka S.A. was a dominant entity of the capital group of PGE Górnictwo i Energetyka S.A., which included, among others, PGE Kopalnia Węgla Brunatnego Bełchatów S.A., PGE Kopalnia Węgla Brunatnego Turów S.A., PGE Elektrownia Bełchatów S.A., PGE Elektrownia Turów S.A., PGE Elektrownia Opole S.A. The core business of PGE Górnictwo i Energetyka S.A. was, in particular, management of the holding.PGE Energia S.A. was a dominant entity of the capital group of PGE Energia S.A., which included, among others 8 retail sales companies, 8 distribution companies and PGE Zespół Elektrowni Dolna Odra S.A. – a company engaged in generation of energy. The core business of PGE Energia S.A. was activities of the holding.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).
Signatures of persons representing the company
|Position and function
|Vice-President of the Management Board