Netia holds extraordinary shareholders’ meeting (10/2009)
WARSAW, Poland – February 12, 2009 – Netia SA (“Netia” or the “Company”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, today announced that its extraordinary shareholders’ meeting held on February 11, 2009 (the “EGM”) adopted a resolution concerning merger of Netia with its wholly-owned subsidiary Tele2 Polska Sp. z o.o.
The full text of adopted resolutions follows.
of the Extraordinary General Shareholders’ Meeting
of Netia SA with its registered seat in Warsaw
dated February 11, 2009
concerning the Netia SA merger
1. The Extraordinary General Shareholders’ Meeting of Netia SA (hereinafter „Netia”) hereby resolves to merge Netia with Tele2 Polska sp. z o.o. its wholly owned subsidiary (hereinafter the „Company”) which is entered into the register of entrepreneurs kept by the District Court for the Capital City of Warsaw, Commercial Court XIII Division of the National Court Register under the number 0000125125.
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 Company’s 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. Netia’s Extraordinary General Shareholders’ Meeting hereby approves the Terms of Merger attached herewith.
Terms of Merger
between Netia SA and Tele2 Polska Sp. z o.o. dated December 11, 2008
1. The merger applies to the publicly listed company Netia Spółka Akcyjna with its registered seat in Warsaw (hereinafter “Netia”) and its single shareholder company Tele2 Polska Sp. z o.o. with its registered seat in Warsaw (hereinafter “Company”).
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 Company‘s (the acquired company‘s) assets to Netia (the acquiring company) 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 Company‘s 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.
5. Pursuant to Article 499 §2 of the CCC, the following documents are attached as Schedules to these Terms of Merger:
a) a draft resolution of Netia‘s General Meeting of Shareholders on the merger (Schedule No. 1);
b) a draft resolution of the Company‘s Meeting of Shareholders on the merger (Schedule No. 2);
c) an appraisal of the Company‘s assets as of November 30, 2008 (Schedule No. 3);
d) a representation containing information on Netia‘s accounting statement made as of November 30, 2008 (Schedule No. 4);
e) a representation containing information on the Company‘s accounting statements made as of November 30, 2008 (Schedule No. 5).