Acting pursuant to Article 539 of the Act of September 15th, 2000 – the Code of Commercial Companies ("CCC"), the Management Board of Ciech Spółka Akcyjna with its registered office in Warsaw (02-670), at ul. Puławska 182, entered into the Register of Companies maintained by the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register (KRS) under KRS number 0000011687 ("Ciech") hereby notifies Ciech Shareholders for the second time of an intention to divide the company: Janikowskie Zakłady Sodowe Janikosoda Spółka Akcyjna with its registered office in Warsaw (02-670), ul. Puławska 182, registered in the Register of Companies maintained by the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register (earlier: in the register maintained by the District Court in Bydgoszcz, 13th Commercial Division of the National Court Register) under KRS number 0000023517 ("Janikosoda"), a subsidiary of Ciech.
Janikosoda will be divided in accordance with Article 529 § 1 item 4 of the CCC by transferring to Ciech (acquiring company) a part of assets of Janikosoda (company divided) in the form of an organised part of the enterprise – the Janikosoda branch operating under the name: Janikowskie Zakłady Sodowe Janikosoda Spółka Akcyjna Oddział w Janikowie (division by spin-off).
The Janikosoda division plan agreed by the Management Boards of Ciech and Janikosoda on August 27th, 2012 was published in "Monitor Sądowy i Gospodarczy" of September 5th, 2012, No. 172/2012 (4037) under item 11805.
Ciech Shareholders will be able to familiarise themselves with the following documents concerning the division of Janikosoda:
- the division plan of Janikosoda;
- financial statements of Ciech and Janikosoda as well as Management Board reports on the operations of Ciech and Janikosoda for three past financial years with opinions and reports of the certified auditor;
- Ciech draft resolution on the division;
- Janikosoda draft resolution on the division;
- draft amendments to Ciech Statute;
- determination of the value of Janikosoda assets as of July 1st, 2012;
- a statement of financial position of Janikosoda prepared for the purpose of the division as of July 1st, 2012 with the use of the same methods and in the same approach as the last annual balance sheet;
- reports of the Management Boards of Ciech and Janikosoda prepared for the purpose of the division;
- an opinion of the certified auditor on the division plan
at the registered office of Ciech in Warsaw at ul. Puławska 182, 02-670 Warsaw, from October 15th, 2012 to November 16th, 2012, from Monday to Friday at 9:30am-4:00pm.
The above documents will also be made available in an electronic form on Ciech website (www.ciech.com) from October 15th, 2012 continually until November 19th, 2012 (inclusive), in a printing friendly manner.
Signatures of the Company's representatives : Andrzej Kopeć – Member of the Management Board