The Management Board of Netia S.A. (“Netia”, the “Company”) provides its opinion regarding the merger of Netia and its wholly owned subsidiary Netia Brand Management sp. z o.o. (KRS numer: 0000383776), a company in which Netia holds 100% of shares and 100% of votes at the shareholders meeting.
Netia is taking steps to merge the Company (the acquirer) with Netia Brand Management sp. z o.o. (the acquired company). The merger plan was adopted on March 26, 2015 and published in form of Netia’s current report No. 11/2015. The shareholders of Netia were notified twice of the intent to merge the Company with Netia Brand Management sp. z o.o. (see Netia’s current reports No. 12/2015 and No. 14/2015).
The planned merger is aimed at simplifying the organizational structure of the Netia Group and reducing the capital group’s costs. After the merger, marketing activites within the Netia Group, which are currently carried out by Netia Brand Management sp. z o.o., are to be continued in the same scope by the Company.
The merger shall be carried out pursuant to Article 492 § 1 subsection 1 the Commercial Companies Code through the transfer of the assets of Netia Brand Management sp. z o.o. to the Company. Due to the fact that Netia Brand Management sp. z o.o. is a wholly owned subsidiary of Netia, the merger will proceed in the simplified manner, ie., without any increase in Netia‘s share capital, without any share exchanges, without a review of the merger plan by an auditor and without a written statement from the management board justifying the merger.
Given the above, the Management Board of Netia views the planned merger positively and recommends the Annual General Meeting convened for June 2, 2015 to vote in favour of the resolution on the merger of Netia and Netia Brand Management sp. z o.o.