 
The Company’s Management Board
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Taking a decision on the intention to merge RESBUD S.A. and other entity.Reszow : 2009.03.30The Management Board of the Company informs that on 30 March 2009 it adopted a resolution on the intention to merge RESBUD S.A. with its registered seat in Rzeszów ( as the acquired company) and ABM SOLID S.A. ( as acquiring company ) with its registered seat in Tarnów.
1. Grounds of taking the decision on the intention to carry out the merger and information on long-term objectives to be accomplished as a result of the undertaken actions:
In the opinion of the Management Boards of the Companies the merger will be advantageous for shareholders of both companies being. The benefits which will result from the merger are among other things: optimization of costs of activity, allocation and concentration of service activities, more efficient use of operating potential and assurance of possibility to develop the activities currently run by RESBUD S.A. through facilitation in gaining long-term investment financing, winning new clients and orders. The merger will involve restructuring of RESBUD S.A., through increase of efficiency in winning orders.
2. The way of carrying out the planned merger with indication of legal basis:
The Management Boards of the Companies, taking into consideration the cooperation of the companies up to date, the willingness to build a strong business entity to carry out construction tasks, admitted that the most clear form of integration, enabling to achieve the synergies assumed will be the merger of ABM SOLID S.A. and RESBUD S.A. by transferring total assets of RESBUD S.A. as the acquired company to ABM SOLID S.A. as the acquiring company, pursuant to Art. 492 § 1 point 1 of the Commercial Code.
3. Indication of entities which will be merged including their short profile:
The acquiring company:
ABM SOLID S.A. with its registered seat in Tarnów, at 3 Bartla Street, registered with the registry of enterprises under the number KRS 0000054847 at District Court for Kraków-Śródmieście in Kraków, XII Commercial Division of National Court Register, with share capital of PLN 3,411,835.00.
The acquired company:
RESBUD S.A. in Rzeszów, 18 Okulickiego Street, registered with the registry of enterprises under the number KRS 0000090954 at District Court in Rzeszów, XII Commercial Division of National Court Register, with share capital of PLN 1,444,800.00.
Under the Agreement the Companies have committed to undertake and conduct all actions leading to the merger, in particular:
a) an appraisal of the assets of RESBUD SA as the acquired company; b) a representation containing information on accounting statement of the Companies;
c) preparing terms of the merger with all attachments;
d) convening general shareholders’ meeting of each of the Companies being merged in order to adopt merger resolutions;
e) preparing other necessary documents connected with the Merger.
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