POLNORD - ŁÓDŹ I SP. Z O.O.

Transcription

1 MERGER PLAN In connection with the intention to merge the companies listed below on 13 December 2012 the Management Boards of the Companies established a plan of merger by acquisition (the "MERGER PLAN ) among: 1. POLNORD S.A. with its registered office in Gdynia, ul. Śląska 35/37, Gdynia, Poland, entered into the Entrepreneur Register maintained by the District Court Gdańsk Północ in Gdańsk, 8th Economic Division of the National Court Register under the KRS No , NIP (Tax Identification Number): ; REGON (Statistical Number): , possessing share capital in the amount of PLN 51,266,054.00, paid in full, hereinafter referred to as the "ACQUIRING COMPANY and 2. POLNORD - ŁÓDŹ I SP. Z O.O. with its registered office in Warsaw, ul. Rzeczypospolitej 3, Warszawa, Poland, entered into the National Court Register maintained by the District Court for the Capital City of Warsaw in Warsaw, 13th Economic Division of the National Court Register under the KRS number , NIP (Tax Identification Number): , REGON (Statistical Number): , possessing share capital in the amount of PLN 2,750,000.00, paid in full, hereinafter referred to as "PŁI, 3. POLNORD - ŁÓDŹ III SP. Z O.O. with its registered office in Gdynia, ul. Śląska 35/37, Gdynia, Poland, entered into the Entrepreneur Register maintained by the District Court Gdańsk Północ in Gdańsk, 8th Economic Division of the National Court Register under the KRS No , NIP (Tax Identification Number): , REGON (Statistical Number): , possessing share capital in the amount of PLN 50,000.00, paid in full, hereinafter referred to as "PŁIII", 4. PD DEVELOPMENT SP. Z O.O. with its registered office in Gdynia, ul. Śląska 35/37, Gdynia, Poland, entered into the Entrepreneur Register maintained by the District Court Gdańsk Północ in Gdańsk, 8th Economic Division of the National Court Register under the KRS No , NIP (Tax Identification Number): ; REGON (Statistical Number): , possessing share capital in the amount of PLN 94,000.00, paid in full, hereinafter referred to as "PD Development, 1

2 5. POLNORD NIERUCHOMOŚCI INWESTYCYJNE SP. Z O.O. with its registered office in Gdynia, ul. Śląska 35/37, Gdynia, Poland, entered into the Entrepreneur Register maintained by the District Court Gdańsk Północ in Gdańsk, 8th Economic Division of the National Court Register under the KRS No , NIP (Tax Identification Number): , REGON (Statistical Number): , possessing share capital in the amount of PLN 225,558,000.00, paid in full, hereinafter referred to as "PNI, The companies PŁI, PŁIII, PD Development, PNI, are hereinafter referred to as the "TARGET COMPANIES. The ACQUIRING COMPANY and the TARGET COMPANIES are hereinafter referred to as the "MERGING COMPANIES". PREAMBLE (I) The Merging Companies wish to effect a Merger, aimed to optimise and simplify the ownership structure, (II) the Merging Companies wish to merge in compliance with Title IV Division I (Merger of Companies and Partnerships) Chapter I (General Provisions) and Chapter 2 (Merger of Companies) (Article 498 and the following, in particular Article 516) of the Code of Commercial Companies and Partnerships of 15 September 2000 (Journal of Laws Dz. U. No. 94, item 1037, as amended) (the "CCCP ), as a result of which: a. The Target Companies will be dissolved without being put into liquidation; b. All assets and liabilities of the Target Companies will be transferred to or acquired by the Acquiring Company under universal succession; c. The Acquiring Company will enter into all rights and obligations of the Target Companies, (III) The Acquiring Company is a public company possessing 100% of shares in the share capital of each of the Target Companies, (IV) The Merger Plan has been prepared by the Management Boards of the Merging Companies. 2

3 MERGER PLAN under Article pt. 1 in conjunction with Article and Article of the Code of Commercial Companies and Partnerships through transfer of all assets and liabilities of the Target Companies to the Acquiring Company, prepared as of 13 December 2012, in accordance with the provisions of Article 499 of the Code of Commercial Companies and Partnerships (I) TYPE, BUSINESS NAME AND REGISTERED OFFICE OF EACH MERGING COMPANY, MANNER OF MERGER 1. ACQUIRING COMPANY: THE FOLLOWING COMPANIES TAKE PART IN THE MERGER: Business name: POLNORD SPÓŁKA AKCYJNA joint stock company, public company within the meaning of the Act on Public Offering, Terms of Introducing Financial Instruments into Organised Trading and on Public Companies of (Journal of Laws Dz. U No. 184 item 1539 as amended) Registered office: Gdynia, address: ul. Śląska 35/37, Gdynia, Poland Register: Entrepreneur Register maintained by the District Court Gdańsk- Północ in Gdańsk, 8th Economic Division of the National Court Register Number of entry into the register: KRS No PLN 51,266,054.00, paid in full 2. TARGET COMPANIES: 2.1. Business name: POLNORD - ŁÓDŹ I Spółka z ograniczoną odpowiedzialnością limited liability company Registered office: Warszawa, ul. Rzeczypospolitej 3, Warszawa, Poland 3

4 Register: Entrepreneur Register maintained by the District Court for the Capital City of Warsaw in Warsaw, 13th Economic Division of the National Court Register Number of entry into the register: KRS No PLN 2,750, PLN, paid in full 2.2. Business name: POLNORD - ŁÓDŹ III Spółka z ograniczoną odpowiedzialnością limited liability company Registered office: Gdynia, ul. Śląska 35/37, Gdynia, Poland Register: Entrepreneur Register maintained by the District Court Gdańsk- Północ in Gdańsk, 8th Economic Division of the National Court Register Number of entry into the register: KRS No PLN 50,000,00, paid in full 2.3. Business name: PD DEVELOPMENT Spółka z ograniczoną odpowiedzialnością limited liability company Registered office: Gdynia, ul. Śląska 35/37, Gdynia, Poland Register: Entrepreneur Register maintained by the District Court Gdańsk- Północ in Gdańsk, 8th Economic Division of the National Court Register Number of entry into the register: KRS No PLN 94,000.00, paid in full 2.4. Business name: POLNORD NIERUCHOMOŚCI INWESTYCYJNE Spółka z ograniczoną odpowiedzialnością limited liability company Registered office: Gdynia, ul. Śląska 35/37, Gdynia, Poland Register: Entrepreneur Register maintained by the District Court Gdańsk- Północ in Gdańsk, 8th Economic Division of the National Court Register Number of entry into the register: KRS No PLN 225,558,000.00, paid in full 4

5 MANNER OF MERGER 1. It is planned to merge the Merging Companies under Article Section 1 of the CCCP in conjunction with Article of the CCCP and Article of the CCCP through transfer of all assets and liabilities of the Target Companies to the Acquiring Company, without increasing the share capital of the Acquiring Company on the grounds that the Acquiring Company possesses 100% of shares in the share capital of the Target Companies, hereinafter referred as the "Merger. 2. In view of the fact that the Acquiring Company possesses all shares in the share capital of the Target Companies: 2.1. Pursuant to Article of the CCCP the Merger will be effected without increasing the share capital of the Acquiring Company; 2.2. Pursuant to Article of the CCCP in conjunction with Article of the CCCP the Merger Plan will not be audited by a Chartered Certified Accountant; 2.3. Pursuant to Article of the CCCP in conjunction with Article of the CCCP no Management Report of the Merging Companies will be prepared as set out in Article of the CCCP; 3. Since the Acquiring Company is a public company, Article sentence 1 of the CCCP will not be applicable and, pursuant to Article 506 of the CCCP the basis of the Merger will be the Resolution of the General Meeting of the Acquiring Company containing approval by the shareholders of the Acquiring Company of the Merger Plan and resolutions of the General Meeting of the Target Companies containing approval by the only shareholder of the Target Companies, i.e. the Acquiring Company, of the Merger Plan. MERGER DATE The Merger date is deemed as the date of entering the Merger into the register for the registered office of the Acquiring Company. (II) THE RATIO OF SHARES TO BE EXCHANGED IN THE TARGET COMPANIES FOR SHARES IN THE ACQUIRING COMPANY Not applicable, as the Acquiring Company has 100% of shares in the Target Companies, and the merger will be effected without increasing the share capital of the Acquiring Company, which results from Article of the CCCP and Article of the CCCP. 5

6 (III) THE RULES GOVERNING THE ALLOTMENT OF SHARES OF THE ACQUIRING COMPANY Not applicable, as the Acquiring Company has 100% of shares in the Target Companies, and the merger will be effected without increasing the share capital of the Acquiring Company, which results from Article of the CCCP and Article of the CCCP. (IV) THE DATE AS OF WHICH THE SHARES GIVE THE RIGHT TO PARTICIPATE IN THE PROFITS OF THE ACQUIRING COMPANY Not applicable, as the Acquiring Company has 100% of shares in the Target Companies, and the merger will be effected without increasing the share capital of the Acquiring Company, which results from Article of the CCCP and Article of the CCCP. (V) RIGHTS GRANTED BY THE ACQUIRING COMPANY TO THE SHAREHOLDERS AND PERSONS HAVING SPECIAL RIGHTS IN THE TARGET COMPANIES Not applicable, as the Acquiring Company has 100% of shares in the Target Companies, and the merger will be effected without increasing the share capital of the Acquiring Company. (VI) PARTICULAR BENEFITS GRANTED TO THE MEMBERS OF THE GOVERNING BODIES OF THE MERGING COMPANIES No particular benefits are granted to members of the governing bodies of the merging companies. (VII) OTHER PROVISIONS 1. In the event that any provision of the Merger Plan is found invalid, incomplete or unenforceable, the invalidity, incompleteness or non-enforceability of such a provision will not affect the validity of the other provisions of the Merger Plan. The defective provision of the Merger Plan will be supplemented or replaced with a valid or enforceable provision. 2. In accordance with Article of the CCCP, the following documents are enclosed to the Merger Plan: 1) Draft Resolution of the Extraordinary General Meeting of the Acquiring Company on the merger of the Merging Companies. 2) Draft Resolutions of the Extraordinary General Meetings of the Target Companies on the merger of the Merging Companies. 3) Valuation of the assets and liabilities of each Target Company, as at 1 November

7 4) Statements containing information on the status of each Target Company as shown in accounts, drawn up for the purpose of the Merger, as at 1 November Pursuant to Article of the CCCP, the information on the financial positions of the Acquiring Company was not prepared, since the Acquiring Company, being a public company, meets the conditions stipulated in the afore-mentioned provision. ACQUIRING COMPANY: 1. Piotr WESOŁOWSKI President of the Management Board 2. Tomasz SZNAJDER Deputy President of the Management Board PŁ I TARGET COMPANIES: 1. Andrzej PODGÓRSKI Member of the Management Board 2. Tomasz SZNAJDER Member of the Management Board PŁ III 1. Piotr WESOŁOWSKI Member of the Management Board 2. Andrzej PODGÓRSKI Member of the Management Board PD Development 1. Andrzej PODGÓRSKI Member of the Management Board 2. Tomasz KLIMARCZYK Member of the Management Board PNI 1. Andrzej PODGÓRSKI Member of the Management Board 2. Tomasz SZNAJDER Member of the Management Board. 7

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