PGNiG: Merger between PGNiG SA and PGNiG Energia SA

The Management Board of Polskie Górnictwo Naftowe i Gazownictwo SA (“PGNiG”) hereby reports that it was notified, that on July 23rd 2013 the District Court for the Capital City of Warsaw, XII Commercial Division of the National Court Register registered the merger of PGNiG (“Acquiring Company”) and PGNiG Energia SA (“PGNiG Energia”, “Target Company”), a wholly-owned subsidiary of PGNiG.
PGNiG is the largest company operating in the hydrocarbon exploration and production industry, and on the natural gas trading market in Poland. PGNiG is the leader across all areas of the Polish gas sector, including natural gas import, exploration, oil and gas production, gaseous fuel storage and sale of natural gas.
PGNiG Energia was a wholly-owned subsidiary of PGNiG and it was engaged in preparation of investment projects, trading on electricity markets, and trading in certificates of origin for electricity and CO2 emission allowances.
The merger of PGNiG and PGNiG Energia was effected in accordance with Art. 492.1.1 of the Commercial Companies Code, through transfer, by way of universal succession, of all the assets of the Target Company to the Acquiring Company, as the sole shareholder of the Target Company, and dissolution of the Target Company without a liquidation procedure (merger through acquisition), pursuant to Art. 515.1 of the Commercial Companies Code, i.e. without increasing the share capital of the Acquiring Company.