Netia’s shareholders approve its internal consolidation
WARSAW, Poland – October 5, 2004 – Netia SA (“Netia” or the “Company”) (WSE: NET), Poland's largest alternative provider of fixed-line telecommunications services, today announced that the extraordinary general meeting of shareholders held on October 5, 2004 adopted the resolution on approving Netia’s merger with the following Netia’s wholly-owned subsidiaries, in connection with the process of internal consolidation of the Netia group companies: Regionalne Sieci Telekomunikacyjne El-Net SA, Netia Świat SA and Polbox Sp. z o.o. The full text of the adopted resolution is as follows:
Resolution No. 1 of the Extraordinary General Shareholders’ Meeting of Netia SA dated October 5, 2004 on merger
1. The Extraordinary General Shareholders’ Meeting of Netia SA (hereinafter „Netia”) hereby resolves to merge Netia with its wholly owned subsidiaries (hereinafter the „Companies”) as listed below all of which are entered into the register of entrepreneurs kept by the District Court for the Capital City of Warsaw, Commercial Court XX Division of the National Court Register under the following numbers: (i) Regionalne Sieci Telekomunikacyjne El-Net SA – KRS 0000095991, (ii) Netia Świat SA – KRS 0000134258, (iii) Polbox Sp. z o.o. – KRS 0000019310.
2. The merger shall be done in the manner as provided in Article 492, §1, subsection 1) of the Commercial Companies Code through transfer of all the Companies’ assets to Netia (merger by acquisition) without any increase of Netia’s share capital, in accordance with Article 515, §1 of the Commercial Companies Code and without amending Netia’s Statute.
3. The Company’s Extraordinary General Shareholders’ Meeting hereby approves the Terms of Merger dated June 24, 2004, attached herewith.
Terms of Merger
1. The merger applies to the publicly listed company Netia Spółka Akcyjna with its registered seat in Warsaw (hereinafter “Netia”) (the acquiring company) and its single shareholder companies (the acquired companies) with their seats in Warsaw, operating under the following names: (i) Regionalne Sieci Telekomunikacyjne El-Net SA, (ii) Netia Świat SA, (iii) Polbox Sp. z o.o., hereinafter jointly referred to as the “Companies”.
2. The merger shall be carried out pursuant to Article 492, §1, subsection 1 of the Commercial Companies Code (hereinafter the “CCC”) in relation to Article 515, §1 of the CCC through the transfer of the Companies’ assets to Netia without any increase in Netia’s share capital, without any share exchanges and without amending Netia’s Statute.
3. As the merger shall not involve an exchange of the Companies’ shares into Netia’s shares, the information required under Article 499, §1, subsections 2 – 4 of the CCC has been omitted as unnecessary.
4. The merger shall not result in any of the rights referred to in Article 499 §1 subsection 5 of the CCC being granted, nor any special benefits as referred to in Article 499 §1 subsection 6 of the CCC.