Report no 14 – Information about planned merger of companies: Stalexport Autostrady S.A. and Stalexport Autostrada Dolnośląska S.A.

The Management Board of Stalexport Autostrady S.A. located in Mysłowice (hereinafter referred to as: Company) announces that on the 14th of November 2013 decided to initiate a process leading to merger Company with Stalexport Autostrada Dolnośląska S.A. located in Katowice.

Stalexport Autostrada Dolnośląska S.A. is the special purpose vehicle appointed by Stalexport Autostrady S.A. , including its 100% share in opening capital, in order to participate in tenders for construction, maintenance and exploitation of the motorway infrastructure. According to the plans of road administration, such projects will be implemented in a different formula thereby maintaining structures within the separate company is pointless in opinion of the Company Management Board. The main aim of proposed merger is to put the organization of Capital Group in order. The merger will simplify the organizational structure, what will simultaneously reduce the operational costs of entire Capital Group. The merger will also bring the financial savings in the administrative area because the part of tasks currently performed by Stalexport Autostrada Dolnośląska S.A. will be implemented directly by Stalexport Autostrady S.A. as the parent company.

The merger will be held in accordance with Art. 492 § 1 point 1) of the Code of Commercial Partnerships and Companies (hereinafter referred to as: KSH) i.e. by transferring the Target Company’s property to the Acquiring Company. Given the fact that the Acquiring Company holds 100% of shares in the opening capital of Target Company, the merger will be held in accordance with Art. 515 § 1 of KSH without increasing the opening capital of the Acquiring Company. Pursuant to Art. 516 § 6 of KSH, the merger will be held in so-called simplified procedure without subjecting the merger plan audited.

The merger plan, prepared in accordance with Art. 499 § 1 of KSH with all attached documents, referred to in Art. 499 § 2 of KSH, will be announced in current report form after approval by the Company Management Boards of both companies in merger, according to § 19 paragraph. 2 Section 1 of the Regulation of 19 February 2009 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by the law of a non-member state (Journal of Laws of 2009 No. 33, item. 259, as amended. d.).

Specific legal basis: § 5 paragraph. 1 Section 13 of the Regulation of 19 February 2009 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by the law of a non-member state (Journal of Laws of 2009 No. 33, item. 259, as amended. d.).