On the ground of art. 504 § 1 and § 2 of the Commercial companies code (further: KSH) the Management Board of Boryszew SA with the seat in Sochaczew (the Company) informs the Company’s shareholders for the second time on intention to merger Boryszew S.A.- as Taking-over Company with Nowoczesne Produkty Aluminiowe Skawina S.A. – as Taken-over Company.
The merger will will be executed according to art. 492 article 1 point 1 of Commercial Companies Code by transfer of the whole assets of Taken-over Company on the Taking-over Company. As the Taking-over Company is the only partner of the Taken-over Company the merger will be executed according to the article 516 article 6 of the Commercial Companies Code. In such connection the Merger Plan neither would be a matter of review by the certified auditor appointed by the register court nor Management Board’s report of both Companies would be prepared.
The Taking-over Company owns 100% of shares of the Taken-over Company and according to the article 515 art. 1 of the Commercial Companies Code the merger will follow without increasing of the share capital. The merger will follow without the change of shares of Nowoczesne Produkty Aluminiowe Skawina S.A. on the shares of Boryszew S.A. In this connection, information mentioned in art. 499 passage 1 point 2-4 of the Commercial Companies Code has been left out, as not applicable.
The resolution on merger of the companies will be passed by the Extraordinary General Meeting of each of the merged companies, according to the art. 506 of the Commercial Companies Code.
The announcement of the Merger Plan in the Court and Economic Official Gazette was not obligatory according to provisions of art. 500 § 2(1) of the Commercial companies code. The Management Board informs, acting according to art. 500 § 21 of the Commercial Companies Code, that the merger plan together with enclosures is revealed to public on the web site of the Company at: www.ir.boryszew.com.pl continuously from October 26th, 2012 till the day of closing of the General Meeting of the Company passing resolution on merger.
Company’s shareholders, starting from October 26th, 2012 till the day of passing resolution by the General Meeting on merger, may refer to documents mentioned in art. 500 § 21 of the Commercial Companies Code, in the seat of the Company at 7/9 Łucka Street, 00-842 Warsaw in working days, between 9 a.m. and 4 p.m.
The transfer of assets of the Taken-over Company on the Taking-over Company will be executed on the day of merger’s register to the Register of Entrepreneurs carried by the proper court.
Piotr Szeliga – President of the Management Board