27/2009 - Information on the intention to merge and on the merger plan

The Management Board of Trakcja Polska S.A. (“Company”) hereby announces that on 28 May 2009, the Company’s Management Board and the Management Board of the Company’s subsidiary, Przedsiębiorstwo Robót Komunikacyjnych – 7 S.A. (“PRK – 7”), decided to merge and signed relevant plan of merger of the Company and PRK – 7.

The decision to merge was made in order to optimise management, administrative and other fixed costs. The long-term objective is to improve the coordination of operating activity after merger.

The Company’s merger with PRK – 7 shall be effected through the transfer of all assets of PRK – 7 (target company) to the Company (bidding company) – merger by takeover as defined in Article 492 § 1 (1) of the Commercial Companies Code (“CCC”).

The object of activity of Trakcja Polska S.A. includes modernisation of railway and tramway lines, construction and modernisation of overhead contact line systems and their power supply systems, construction of power supply systems and remote control systems for overhead contact line power supply devices.

The object of activity of PRK – 7 includes the transport infrastructure construction and general construction of residential, public utility and industrial buildings.

Enclosed hereto is the merger plan prepared pursuant to Article 499 § 1 of the Commercial Companies Code with the appended documents referred to in Article 499 § 2 of the Commercial Companies Code.

According to Article 516 § 5 of the Commercial Companies Code read in conjunction with § 1 of the same Article, the Company and PRK – 7 S.A. have not prepared the Management Board report referred to in Article 501 CCC; the auditor’s written opinion referred to in Article 503 § 1 CCC has not been prepared either.

Legal grounds: Article 56 paragraph 1 (2) of the Act on the public offering and the conditions for introducing financial instruments into an organised trading system and on listed companies.