Dow Polska Sp. z o.o. and Rohm and Haas Polska Sp. z o.o...

Dow Polska Sp. z o.o. and Rohm and Haas Polska Sp. z o.o.

Companies Merger Plan, 2015.12.23

1


Companies MergerPlan, 2015.12.23

Warsaw23.12.2015



2

TABLE OF CONTENTS

Introduction............................................................................................................................................. 3

1) Type, name and registered office of the merging companies and the method of merger (Art. 499

§ 1.1) Code of Commercial Partnerships and Companies):..................................................................... 4

2) The ratio of exchange of the acquired company shares for the shares of the acquiring company

and the amount of possible additional payment (Article 499 § 1.2) of the Code of Commercial

Partnerships and Companies): ................................................................................................................ 5

3) The rules relating to the allotment of shares in the acquiring company (Art. 499 § 1.3) OF THE

Code of Commercial Partnerships and Companies)................................................................................ 5

4) The date from which the shares referred to in pt. 3 give right to participate in the profits of the

acquiring company (article 499 § 1.4) of the Code of Commercial Partnerships and Companies). ....... 6

5) The rights conferred by the acquiring company upon the shareholders and persons having

special rights in the company being acquired......................................................................................... 6

6) Special benefits, if any, for the members of the governing bodies of the merging companies and

other persons involved in the merger..................................................................................................... 6

7) AMENDMENTS TO THE ACQUIRING COMPANY'S DEED OF INCORPORATION ............................... 6

Appendices to the Plan of Merger of the Companies............................................................................. 9

Appendix 1: Draft resolutions concerning the merger of the companies............................................. 17

Draft resolution of the Meeting of Shareholders of Dow Polska Sp. z o.o........................................ 17

Draft resolution of the Meeting of Shareholders of Rohm and Haas Polska Sp. z o. o..................... 20

Appendix 2: Draft statement of Dow Europe Holding B.V. as the sole shareholder of the companies

to be merged ......................................................................................................................................... 23

Draft statement of Dow Europe Holding B.V. as the sole shareholder of Dow Polska Sp. z o.o..... 23

Draft statement of Dow Europe Holding B.V. as the sole shareholder of Rohm and Haas Polska Sp.

z o.o. .................................................................................................................................................. 24

Appendix 3............................................................................................................................................. 25

Draft amendment to the Articles of Association of the acquiring company .................................... 25

Appendix 4............................................................................................................................................. 30

Valuation of the assets of the company to be acquired, Rohm and Haas Polska Sp. z o.o., as at 30

November 2015................................................................................................................................. 30

Appendix 5............................................................................................................................................. 31

The statement containing the information on the accounting situation of Rohm and Haas Polska

Sp. z o.o. made for the purpose of merger as at 30 November 2015.............................................. 31

Appendix 6............................................................................................................................................. 35



3

The statement containing the information on the accounting situation of Dow Polska Sp. z o.o.

made for the purpose of merger as at 30 November 2015. ............................................................. 35

THE PLAN OF MERGER OF DOW POLSKA

SP. Z O.O. AND ROHM AND HAAS POLSKA

SP. Z O.O.

ACCEPTED ON THIS 23RD DAY OF DECEMBER 2015 IN WARSAW BY AND BETWEEN:

Dow Polska Sp. z o.o. with its registered office in Warsaw at Al. Domaniewska 50A; 02-672 Warszawa, having

the share capital of PLN 250,000.00 (say: PLN two hundred and fifty thousand), entered into the National Court

Register kept by the District Court for the capital city of Warsaw in Warsaw, 13th Economic Department of the

National Court Register with number KRS 0000147826, [Polish Business Registry No.] REGON: 011775630, [tax

ID] NIP: 1180125961 hereinafter referred to as "DOW",

and

Rohm and Haas Polska Sp. z o. o. with its registered office in: Warsaw, at ul. Domaniewska 50 A, 02-672

Warszawa, having the share capital of PLN 50,000.00- (say: PLN fifty thousand), entered into the Register of

Entrepreneurs of the National Court Register kept by the District Court for the capital city of Warsaw in

Warsaw, 13th Economic Department of the National Court Register with number KRS 0000267407, REGON:

140756755, NIP: 5213413852, hereinafter referred to as "RANDH",

INTRODUCTION

The object of business activity of Dow Polska Sp. z o.o. and Rohm and Haas Polska Sp. z o.o. is distribution of

the products of The Dow Chemical Company and its controlled companies in Poland. Taking into account that

the object of business activity of Dow Polska Sp. z o.o. and Rohm and Haas Polska Sp. z o.o. overlap, the merger

of the companies will allow to obtain synergy effects and simplify the corporate structure, streamline



4

management processes and centralize business functions in one entity. In particular the merger of Dow Polska

Sp. z o.o. and Rohm and Haas Polska Sp. z o.o. will allow to reduce the costs related to the operation of both

business enterprises and streamline settlements and cash flow within he group. Operation of a separate

company entails the necessity to incur additional costs, such as management, reception, front office, IT service,

accounting, financial reporting and tax returns, company real property and assets security, cleaning, utilities,

bank services (transaction banking) and the like. The merger of Dow Polska Sp. z o.o. and Rohm and Haas

Polska Sp. z o.o. will result in taking over all the assets and liabilities of Rohm and Haas Polska Sp. z o.o. by Dow

Polska Sp. z o.o. by means of universal succession; the said assets and liabilities can be used in the business

activity of Dow Polska Sp. z o.o.

Summing up, the merger of Dow Polska Sp. z o.o. (the acquiring company) and Rohm and Haas Polska Sp. z

o.o. (the acquired company) should have a positive effect on the improvement of the Group competitiveness

in Poland. The above reasons weigh in favor of the merger of Dow Polska Sp. z o.o. and Rohm and Haas Polska

Sp. z o.o. pursuant to article 492 § 1 point 1 of the Code of Commercial Partnerships and Companies. Therefore

and due to the fact that the sole shareholder of Dow Polska Sp. z o.o., Dow Europe Holding B.V., by force of the

Share Transfer Agreement (Umowa Przeniesienia udziałów) concluded with Rohm and Haas Denmark Holding

Company ApS has also become the sole shareholder of Rohm and Haas Polska Sp. z o.o. as of 24 November

2015 , pursuant to Article 498 and the following [articles] of the Code of Commercial Partnerships and

Companies, Dow Polska Sp. z o.o. and Rohm and Haas Polska Sp. z o.o. adopt the following plan of merger:

1) TYPE, NAME AND REGISTERED OFFICE OF THE MERGING COMPANIES AND THE METHOD OF

MERGER (ART. 499 § 1.1) CODE OF COMMERCIAL PARTNERSHIPS AND COMPANIES):

The acquiring companyThe acquired company

Type Limited liability companyLimited liability company

Company

name

Dow Polska Rohm and Haas Polska

Registered

Office

ul. Domaniewska 50A

02-672 Warszawa

ul. Domaniewska 50A

02-672 Warszawa

Method of

merger

Merger through acquisition pursuant to Article 492 § 1. 1) of the Code of Commercial

Partnerships and Companies, i.e. by transferring the entire assets of the (acquired) company

to the (acquiring) company for the shares issued by the acquiring company to the



5

shareholders of the acquired company (merger through acquisition).

2) THE RATIO OF EXCHANGE OF THE ACQUIRED COMPANY SHARES FOR THE SHARES

OF THE ACQUIRING COMPANY AND THE AMOUNT OF POSSIBLE ADDITIONAL

PAYMENT (ARTICLE 499 § 1.2) OF THE CODE OF COMMERCIAL PARTNERSHIPS AND

COMPANIES):

1. As part of Merger the share capital of the acquiring company, Dow Polska Sp. z o.o., will be increased

from PLN 250,000.00 (two hundred and fifty thousand) to the amount of PLN 300.000,00 (three

hundred thousand) by issuing 10 (ten) new shares having the nominal value of PLN 5000.00 (five

thousand) each, and all the new shares in the increased share capital will be delivered to the sole

shareholder of both companies, namely Dow Europe Holding B.V. As a result

2. In return for 1000 (one thousand) equal and indivisible shares having the value of PLN 50 (fifty) per

share and the total value of PLN 50,000 (fifty thousand) in the acquired company, Rohm and Haas

Polska Sp. z o.o., the sole shareholder of the acquired company, Dow Europe Holding B.V., will receive

10 (ten) equal and indivisible shares having the value PLN 5000 (five thousand) per share and the total

value PLN 50,000 (fifty thousand) in Dow Polska Sp. z o.o.

3. The transfer of the assets of the acquired company, Rohm and Haas Polska Sp. z o.o., to the acquiring

company, Dow Polska Sp. z o.o., will take place on the date of merger registration with the Register of

Entrepreneurs of the National Court Register.

4. Dow Polska Sp. z o.o. will not receive any additional payments in the meaning of Article 499§1 pt. 2 of

the Code of Commercial Partnerships and Companies as part of the merger.

3) THE RULES RELATING TO THE ALLOTMENT OF SHARES IN THE ACQUIRING

COMPANY (ART. 499 § 1.3) OF THE CODE OF COMMERCIAL PARTNERSHIPS AND

COMPANIES).

1. As part of Merger, Dow Europe Holding B.V., as the sole shareholder of the acquired company, will

take over all the shares in the increased share capital of the acquiring company, Dow Polska Sp. z o.o.,

existing since the date of registration of the increase of the share capital of Dow Polska Sp. z o.o. by

the competent Registry Court.

2. Dow Europe Holding B.V. will be entered as the shareholder of the shares in the increased share

capital of the acquiring company, Dow Polska Sp. z o.o., as of the date of merger registration by the

competent Registry Court.



6

4) THE DATE FROM WHICH THE SHARES REFERRED TO IN PT. 3 GIVE RIGHT TO

PARTICIPATE IN THE PROFITS OF THE ACQUIRING COMPANY (ARTICLE 499 § 1.4) OF

THE CODE OF COMMERCIAL PARTNERSHIPS AND COMPANIES).

The shares in the acquiring company, Dow Polska Sp. z o.o., allotted to its shareholder, Dow Europe Holding

B.V. , as a result of Merger authorise it to participate in the profits of Dow Polska Sp. z o.o. from the beginning

of the Financial Year in which the merger occurred.

5) THE RIGHTS CONFERRED BY THE ACQUIRING COMPANY UPON THE SHAREHOLDERS

AND PERSONS HAVING SPECIAL RIGHTS IN THE COMPANY BEING ACQUIRED.

As Dow Europe Holding B.V. is the sole shareholder of both the acquiring company and the company to be

acquired, Dow Polska Sp. z o.o., as the acquiring company, will not confer any rights referred to in article 499 §

1 pkt 5) of the Code of Commercial Partnerships and Companies to the shareholder or persons having special

rights at Rohm and Haas Polska Sp. z o.o. as the company to be acquired.

6) SPECIAL BENEFITS, IF ANY, FOR THE MEMBERS OF THE GOVERNING BODIES OF THE

MERGING COMPANIES AND OTHER PERSONS INVOLVED IN THE MERGER.

As Dow Europe Holding B.V. is the sole shareholder of both the acquiring company and the company to be

acquired, Dow Polska Sp. z o.o. as the acquiring company or Rohm and Haas Polska Sp. z o.o. as the company

to be acquired will not confer any special rights referred to in article 499 § 1 pt. 6) of the Code of Commercial

Partnerships and Companies to the members of their governing bodies or other persons involved in the

merger.

7) AMENDMENTS TO THE ACQUIRING COMPANY'S DEED OF INCORPORATION

1. Because of the increase of the share capital of Dow Polska Sp. z o.o. as the acquiring company to be

made as part of Merger, Chapter III of the Deed of Incorporation of Dow Polska Sp. z o.o. is planned to

be amended to read as follows:

Chapter III

The Company's share capital

§ 5.



7

1. The Company's share capital is PLN 300,000 (PLN three hundred thousand) and is divided

into 60 equal and indivisible shares having the value of PLN 5000 (PLN five thousand) per

share. A shareholder may hold more than one share.

2. The shares are transferable and can be pledged. Pledge on the shares shall require a

consent in the form of resolution of the Shareholders' Meeting.

3. Shares may be redeemed by force of a resolution of the Meeting of Shareholders by share

capital decrease or from net profit.

4. Redemption of share shall require a resolution of the meeting of shareholders which

should specify in particular the legal basis for redemption and the amount of

consideration payable to the shareholder for the redeemed share.

§ 6.

1. Without an amendment to this deed, the Company's share capital can be increased up to

the value ten times higher than the amount of the above share capital of the Company

and paid up for in cash or as non-cash contributions until Thursday, December 31, 2020.

2. The Company's Management Board shall be authorised and obliged to such actions in

respect of the capital increase as to ensure that the payment in cash for the new shares

and non-cash contributions are made within 30 days from the day subsequent to the date

of resolution on the increase of the share capital made by the Meeting of Shareholders.

2. Other amendments to the acquiring company's deed of incorporation:

Because of the extension of the scope of business activity of Dow Polska Sp. z o.o. as the acquiring

company to be made as part of Merger in such a way as to include the cope of activity of Rohm and

Haas Sp. z o.o., § 3 of the Deed of Incorporation of Dow Polska Sp. z o.o. is planned to be amended to

read as follows:

§ 3.

1. The scope of the Company's activity shall be:

The Company's scope of activity pursuant to the Polish Classificationof Business Activity [PKD]

PKD No.

1) Development of building projects related to the erection ofbuildings

41.10.Z.

2) Works related to construction of roads and highways 42.11.Z.



8

3) Works related to construction of railways and underground railways 42.12.Z.

4) Works related to construction of bridges and tunnels 42.13.Z.

5) Works related to construction of utility projects for fluids 42.21.Z.

6) Works related to construction of utility projects for electricity andtelecommunications

42.22.Z.

7) Works related to construction of water engineering projects, 42.91.Z.

8) Works related to construction of other water and civil engineeringprojects not elsewhere classified

42.99.Z.

9) Activity of agents involved in the sale of fuels, ores, metals andindustrial chemicals

46.12.Z.

10) Activity of agents involved in the sale of timber and buildingmaterials

46.13.Z.

11) Activity of agents specialized in the sale of other particular products 46.18.Z.

12) Activity of agents involved in the sale of a variety of goods 46.19.Z.

13) Wholesale of electronic and telecommunications equipment andparts

46.52.Z.

14) Wholesale of other machinery and equipment 46.69.Z.

15) Wholesale of fuels and related products 46.71.Z.

16) Wholesale of chemical products 46.75.Z.

17) Wholesale of other intermediate products 46.76.Z.

18) Non-specialized wholesale trade 46.90.Z.

19) Retail sale of hardware, paints and glass in specialised stores 47.52.Z.

20) Retail sale of second-hand goods in specialised stores 47.79.Z.

21) Retail sale via mail order houses or via Internet 47.91.Z.

22) Other retail sale not in stores, stalls or markets 47.99.Z.

23) Cargo handling in other handling points 52.24.C

24) Warehousing and storage of other goods 52.10.B

25) Buying and selling of own real estate 68.10.Z

26) Rental and operating of own or leased real estate 68.20.Z

27) Real estate agencies 68.31.Z

28) Management of real estate on a fee or contract basis 68.32.Z

29) Accounting, bookkeeping and auditing activities; tax consultancy 69.20.Z



9

30) Market research and market opinion polling 73.20.Z

31) Other technical testing and analysis 71.20.B

32) Packaging activities 82.92.Z

33) Other business support service activities not elsewhere classified 82.99.Z

34) Other service activity not elsewhere classified 96.09.Z

2. The activity for which license, approval, permission and other legal documents are

required shall be commenced once they have been obtained.

3. The Deed of Incorporation will be amended by adopting a consolidated text to read as defined in

Appendix 2 to this Plan of Merger.

APPENDICES TO THE PLAN OF MERGER OF THE COMPANIES

1) Draft resolution concerning the merger of the companies,

2) Draft statements of the sole shareholder of the companies to be merged - Dow Europe Holding B.V.

3) Draft amendment to the Articles of Association of the acquiring company,

4) Valuation of the assets of the company to be acquired as at 31 August 2015,

5) The statement containing the information on the accounting situation of the company to be acquired for

the purpose of merger as at 30 November 2015

6) The statement containing the information on the accounting situation of the acquiring company for the

purpose of merger as at 30 November 2015



10

ON BEHALF OF :

DOW POLSKA SP. Z O.O.

...................................................................................

Arno Fiedler

Member of the Management Board



11

ON BEHALF OF :


...................................................................................

Ulrike Hertz




12

ON BEHALF OF :


...................................................................................

Robert Stankiewicz

President of the Management Board



13

ON BEHALF OF :


...................................................................................

Christoph Sikora




14

ON BEHALF OF :

ROHM AND HAAS POLSKA SP. Z O. O.

...................................................................................

Ulrike Hertz




15

ON BEHALF OF :


...................................................................................

Robert Stankiewicz




16

ON BEHALF OF :


...................................................................................

Zbigniew Knap


APPENDIX 1: DRAFT RESOLUTIONS CONCERNING THE MERGER OF THE COMPANIES

DRAFT RESOLUTION OF THE MEETING OF SHAREHOLDERS OF DOW POLSKA SP. Z O.O.

Resolution of the Extraordinary Meeting of Shareholders of

Dow Polska Sp. z o.o.

with its registered office in Warsaw

relating to the merger with Rohm and Haas Polska Sp. z o. o. in Warsaw.

The Extraordinary Meeting of Shareholders hereby resolves:

1) to merge, pursuant to the provisions of Article 492 § 1 pt. 1) of the Code of Commercial Partnershipsand Companies, Dow Polska Spółka z ograniczoną odpowiedzialnością in Warsaw, entered into the National Court Register kept by the District Court for the capital city of Warsaw in Warsaw, 13thEconomic Department of the National Court Register under the number KRS 0000147826, REGON:011775630, NIP: 1180125961, as the acquiring company, with Rohm and Haas Polska Sp. z o.o. with itsregistered office in Warsaw, in the Register of Entrepreneurs of the National Court Register kept bythe District Court for the capital city of Warsaw in Warsaw, 13th Economic Department of the NationalCourt Register with number KRS 0000267407, REGON: 140756755, NIP: 5213413852, as the companyto be acquired, by transferring the entire assets of the acquired company to the acquiring company;

2) to grant its consent to the plan of merger agreed by Dow Polska Sp. z o.o. as the acquiring companyand Rohm and Haas Polska Sp. z o.o. as the company to be acquired dated .... December 2015 alongwith the content of all the appendices to the said plan of merger.

3) as part of merger, to increase the share capital of Dow Polska Sp. z o.o. from PLN 250,000.00 (twohundred and fifty thousand) to the amount of PLN 300.000,00 (three hundred thousand) by issuing 10(ten) new shares having the nominal value of PLN 5000.00 (five thousand) each and the total nominalvalue of PLN 50,000.00 (say: fifty thousand) where the said new shares shall be taken up by the soleshareholder of Dow Polska Sp. z o.o., namely Dow Europe Holding B.V. with its registered office in..., inexchange for all its shares in the company to be acquired, namely Rohm and Haas Polska Sp. z o.o. inWarsaw,

4) to grant its consent to the introduction of the following amendments to the Deed of Incorporation ofDow Polska:

• Chapter III of the Deed of Incorporation of Dow Polska Sp. z o.o. shall read as follows:

Chapter III


§ 5.











§ 6.






and non-cash contributions are made within 30 days from the the day subsequent to the

date of resolution on the increase of the share capital made by the Meeting of

Shareholders.

• § 3 of the Deed of Incorporation of Dow Polska Sp. z o.o. shall read as follows:"§ 3.



PKD No.


41.10.Z

2) Works related to construction of roads and highways 42.11.Z

3) Works related to construction of railways and underground railways 42.12.Z

4) Works related to construction of bridges and tunnels 42.13.Z

5) Works related to construction of utility projects for fluids 42.21.Z


42.22.Z

7) Works related to construction of water engineering projects, 42.91.Z


42.99.Z


46.12.Z


46.13.Z

11) Activity of agents specialized in the sale of other particular products 46.18.Z

12) Activity of agents involved in the sale of a variety of goods 46.19.Z


46.52.Z

14) Wholesale of other machinery and equipment 46.69.Z

15) Wholesale of fuels and related products 46.71.Z

16) Wholesale of chemical products 46.75.Z

17) Wholesale of other intermediate products 46.76.Z

18) Non-specialized wholesale trade 46.90.Z

19) Retail sale of hardware, paints and glass in specialised stores 47.52.Z

20) Retail sale of second-hand goods in specialised stores 47.79.Z

21) Retail sale via mail order houses or via Internet 47.91.Z

22) Other retail sale not in stores, stalls or markets 47.99.Z













2. The activity for which license, approval, permission and other legal documents are

required shall be commenced once they have been obtained."

5) agree to the merger according to the merger plan.

DRAFT RESOLUTION OF THE MEETING OF SHAREHOLDERS OF ROHM AND HAAS POLSKA

SP. Z O. O.

Resolution of the Extraordinary Meeting of Shareholders of

Rohm and Haas Polska Sp. z o. o. with its registered office in Warsaw

relating to the merger with Dow Polska Sp. z o.o. in Warsaw.

The Extraordinary Meeting of Shareholders hereby resolves:

1) to merge, pursuant to the provisions of Article 492 § 1 pt. 1) of the Code of Commercial Partnershipsand Companies, Dow Polska Spółka z ograniczoną odpowiedzialnością in Warsaw, entered into the National Court Register kept by the District Court for the capital city of Warsaw in Warsaw, 13thEconomic Department of the National Court Register under the number KRS 0000147826, REGON:011775630, NIP: 1180125961, as the acquiring company, with Rohm and Haas Polska Sp. z o.o. with itsregistered office in Warsaw, in the Register of Entrepreneurs of the National Court Register kept bythe District Court for the capital city of Warsaw in Warsaw, 13th Economic Department of the NationalCourt Register with number KRS 0000267407, REGON: 140756755, NIP: 5213413852, as the companyto be acquired, by transferring the entire assets of the acquired company to the acquiring company;

2) to grant its consent to the plan of merger agreed by Dow Polska Sp. z o.o. as the acquiring companyand Rohm and Haas Polska Sp. z o.o. as the company to be acquired dated .... December 2015 alongwith the content of all the appendices to the said plan of merger.

3) as part of merger, to increase the share capital of Dow Polska Sp. z o.o. from PLN 250,000.00 (twohundred and fifty thousand) to the amount of PLN 300.000,00 (three hundred thousand) by issuing 10(ten) new shares having the nominal value of PLN 5000.00 (five thousand) each and the total nominalvalue of PLN 50,000.00 (say: fifty thousand) where the said new shares shall be taken up by the soleshareholder of Dow Polska Sp. z o.o., namely Dow Europe Holding B.V. with its registered office in..., inexchange for all its shares in the company to be acquired, namely Rohm and Haas Polska Sp. z o.o. inWarsaw,

4) to grant its consent to the introduction of the following amendments to the Deed of Incorporation ofDow Polska:

• Chapter III of the Deed of Incorporation of Dow Polska Sp. z o.o. shall read as follows:

Chapter III


§ 5.











§ 6.






and non-cash contributions are made within 30 days from the the day subsequent to the

date of resolution on the increase of the share capital made by the Meeting of

Shareholders.

• § 3 of the Deed of Incorporation of Dow Polska Sp. z o.o. shall read as follows:§ 3.



PKD No.


41.10.Z


3) Works related to construction of railways and underground 42.12.Z




42.22.Z



42.99.Z


46.12.Z


46.13.Z




46.52.Z






















2. The activity for which license, approval, permission and other legal

documents are required shall be commenced once they have been

obtained."

5) agree to the merger according to the merger plan.

APPENDIX 2: DRAFT STATEMENT OF DOW EUROPE HOLDING B.V. AS THE SOLE

SHAREHOLDER OF THE COMPANIES TO BE MERGED

DRAFT STATEMENT OF DOW EUROPE HOLDING B.V. AS THE SOLE SHAREHOLDER OF


Statement of Dow Europe Holding B.V., the sole shareholder ofDow Polska Sp. z o.o.

with its registered office in Warsawrelating to the merger with Rohm and Haas Polska Sp. z o.o.

Dow Europe Holding B.V., as the sole shareholder holding 100% shares in Dow Polska Sp. z o.o. with its

registered office in entered into the National Court Register kept by the District Court for the capital city of

Warsaw in Warsaw, 13th Economic Department of the National Court Register with number KRS 0000147826,

REGON: 011775630, NIP: 1180125961, in connection with the planned merger of the following companies:

Dow Polska Sp. z o.o. in Warsaw as the acquiring company and Rohm and Haas Polska Sp. z o.o. with its

registered office in Warsaw as the company to be acquired, based on Article 503¹ § 1 of the Code of

Commercial Partnerships and Companies hereby grants its consent to the exemption from the obligation to:

1) produce a report referred to in Article 501 § 1 of the Code of Commercial Partnerships and

Companies;

2) provide information referred to in art. 501 § 2 of the Code of Commercial Partnerships and

Companies;

3) have the merger plan audited by an expert and his opinion given as referred to in Articles 502 and 503

of the Code of Commercial Partnerships and Companies;

as part of the planned merger.

Warsaw, ...... December 2015

DRAFT STATEMENT OF DOW EUROPE HOLDING B.V. AS THE SOLE SHAREHOLDER OF

ROHM AND HAAS POLSKA SP. Z O.O.

Statement of Dow Europe Holding B.V., the sole shareholder ofRohm and Haas Polska Sp. z o. o. with its registered office in Warsaw

relating to the merger with Dow Polska Sp. z o.o. in Warsaw

Dow Europe Holding B.V., as the sole shareholder holding 100% shares in Rohm and Haas Polska Sp. z o.o. with

its registered office in Warsaw, entered into the Register of Entrepreneurs of the National Court Register kept

by the District Court for the capital city of Warsaw in Warsaw, 13th Economic Department of the National

Court Register with number KRS 0000267407, REGON: 140756755, NIP: 5213413852, in connection with the

planned merger of the following companies: Dow Polska Sp. z o.o. in Warsaw as the acquiring company and

Rohm and Haas Polska Sp. z o.o. with its registered office in Warsaw as the company to be acquired, based on

Article 503¹ § 1 of the Code of Commercial Partnerships and Companies hereby grants its consent to the

exemption from the obligation to:

1) produce a report referred to in Article 501 § 1 of the Code of Commercial Partnerships and

Companies;

2) provide information referred to in art. 501 § 2 of the Code of Commercial Partnerships and

Companies;

3) have the merger plan audited by an expert and his opinion given as referred to in Articles 502 and 503

of the Code of Commercial Partnerships and Companies;

as part of the planned merger.

Warsaw, ...... December 2015

APPENDIX 3

DRAFT AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE ACQUIRING COMPANY

It is planned to amend the Articles of Association of the acquiring company by adopting a consolidated

text of the Articles of Association to read as follows:

ARTICLES OF ASSOCIATION OF LIMITED LIABILITY COMPANY - CONSOLIDATED TEXT

Chapter I

General Provisions

§ 1.

1. The business name of the Company shall be: „Dow Polska" Spółka z ograniczoną odpowiedzialnością

[limited liability company]. The Company may also use an abbreviated name form: "Dow Polska" Sp. z o.o.

2. The Company's headquarters shall be Warsaw, Poland.

3. The Company shall operate within the territory of the Republic of Poland and abroad.

§ 2.

The Company is established for an indefinite period of time.

Chapter II

The scope of the Company's activity

§ 3.


The Company's scope of activity pursuant to the Polish Classification of BusinessActivity [PKD]

PKD No.

1) Development of building projects related to the erection of buildings 41.10.Z


3) Works related to construction of railways and underground railways 42.12.Z



6) Works related to construction of utility projects for electricity and telecommunications 42.22.Z


8) Works related to construction of other water and civil engineering projects notelsewhere classified

42.99.Z

9) Activity of agents involved in the sale of fuels, ores, metals and industrial chemicals 46.12.Z

10) Activity of agents involved in the sale of timber and building materials 46.13.Z



13) Wholesale of electronic and telecommunications equipment and parts 46.52.Z






















2. The activity for which license, approval, permission and other legal documents are required shall be

commenced once they have been obtained.

§ 4.

As part of the above-listed forms of activity, the Company may establish its branch offices, enterprises and

other organisational units and have shares in other enterprises or companies in Poland and abroad.

Chapter III


§ 5.

1. The Company's share capital is PLN 300,000 (PLN three hundred thousand) and is divided into 60 equal and

indivisible shares having the value of PLN 5000 (PLN five thousand) per share. A shareholder may hold more

than one share.

2. The shares are transferable and can be pledged. Pledge on the shares shall require a consent in the form of

resolution of the Shareholders' Meeting.

3. Shares may be redeemed by force of a resolution of the Meeting of Shareholders by share capital decrease

or from net profit.

4. Redemption of share shall require a resolution of the meeting of shareholders which should specify in

particular the legal basis for redemption and the amount of consideration payable to the shareholder for the

redeemed share.

§ 6.

1. Without an amendment to this deed, the Company's share capital can be increased up to the value ten

times higher than the amount of the above share capital of the Company and paid up for in cash or as non-

cash contributions until Thursday, December 31, 2020.

2. The Company's Management Board shall be authorised and obliged to such actions in respect of the capital

increase as to ensure that the payment in cash for the new shares and non-cash contributions are made

within 30 days from the the day subsequent to the date of resolution on the increase of the share capital

made by the Meeting of Shareholders.

Chapter IV

The Company governing bodies

§ 7.

The Company governing bodies are:

1) the Company's Management Board;

2) Shareholders’ Meeting.

The Company's Management Board

§ 8.

1. The Management Board shall consist of one up to five members.

2. The President of the Management Board and the members of the Management Board acting independently

shall be authorised to make representations and sign on behalf of the Company.

3. The provisions of Article 230 of the Cope of Commercial Partnerships and Companies shall not apply.

4. The Company's Management Board shall be elected by the Shareholders' Meeting.

5. The term of office of the Management Board is three years.

6. Any member of the Management Board can be dismissed at any time without stating reasons.

§ 9.

1. The Shareholders' Meeting appoints its plenipotentiary for employing nominated members of the

Management Board based on a contract of engagement or another type of contract.

2. The President shall be responsible for employment of the Company's employees on managerial positions

and the other personnel.

A. Meeting of Shareholders

§ 10.

1. The sole shareholder exercises all the rights enjoyed by the Shareholders' Meeting pursuant to the

provisions of the Code of Commercial Partnerships and Companies.

2. The matters in which the decision making is, by force of law or by force of this agreement, the sole

competence of the Shareholders' Meeting ,shall require resolutions of the Meeting.

3. In particular the following matters shall require resolution of the Shareholders' Meeting:

1) considering and approving the report of the Management Board, annual balance sheet and profit and

loss accounts;

2) division of profits or covering losses;

3) vote of approval for the Company's Management Board;

4) amendment to this agreement;

5) increase or decrease of the Company's share capital;

6) merger or transformation of the Company;

7) dissolution or liquidation of the Company;

8) sale or pledge on shares;

9) determining general plans of activity of the company;

10) appointment and dismissal of the members of the Management Board;

11) appointment of the plenipotentiary for employing selected members of the Management Board;

12) defining the way of employing and the principles and amount of remuneration of the members of the

Management Board;

13) establishment of branch offices, agencies and other organisational units of the Company and defining

their competences and scope of activity;

14) sale or lease of the Company's assets or granting the right to use;

15) establishing the Company's special purpose funds according to the regulations.

Chapter V

Activity of the Company

§ 11.

The organization of the enterprise of the Company shall be defined in the regulations adopted by the

Management Board based on the guidelines adopted by the Shareholders' Meeting.

§ 12.

The financial year of the Company shall be identical to the calendar year.

§ 13.

Within three months from the end of the financial year, the Management Board shall be obliged to prepare and

present to the Shareholders an annual balance sheet and a profit and loss account along with a report on the

Company's activity for a given period.

Chapter VI

Miscellaneous

§ 14.

1. The Company's liquidation shall occur as a result of a relevant resolution of the Shareholders' Meeting or

in other cases provided for by the law.

2. The books and documents of the dissolved and liquidated Company shall be entrusted to the person

indicated by the Shareholders' Meeting.

§ 15.

1. The present Agreement shall be governed by the laws of the Republic of Poland.

2. The provisions of the Code of Commercial Partnerships and Companies and other binding regulations shall

apply to the matters not regulated herein.

APPENDIX 4

VALUATION OF THE ASSETS OF THE COMPANY TO BE ACQUIRED, ROHM AND HAAS

POLSKA SP. Z O.O., AS AT 30 NOVEMBER 2015

Fixed Assets 67,537.84Inventory 6,432,052.68Short-term receivables 47,533,670.12Other short-term financial assets 14,396,037.38Cash and cash equivalents 1,774,332.10

In total: PLN 70,203,630.12

APPENDIX 5

THE STATEMENT CONTAINING THE INFORMATION ON THE ACCOUNTING SITUATION OF

ROHM AND HAAS POLSKA SP. Z O.O. MADE FOR THE PURPOSE OF MERGER AS AT 30

NOVEMBER 2015.

No. Title Note No.Status as at

30.11.2015

Status as at

31.12.2015

A FIXED ASSETS 470 364,84 989 330,97

I Intangible and Legal Assets 0,00 0,00

1 Research and development expenses 0,00 0,00

2 Goodwill 0,00 0,00

3 Other intangible and legal assets 0,00 0,00

4 Advance payments for intangible and legal assets 0,00 0,00

II Tangible fixed assets 67 537,84 103 724,97

1 Fixed Assets 67 537,84 103 724,97

a land (including titles to perpetual usufruct of land) 0,00 0,00

b buildings, premises, and civil and water engineering constructions 0,00 0,00

c technical equipment and machines 588,10 6 089,93

d means of transport 0,00 0,00

e other fixed assets 66 949,74 97 635,04

2 Fixed assets in progress 0,00 0,00

3 Advance payments for fixed assets in progress 0,00 0,00

III Long-term liabilities 0,00 0,00

1 From related entities 0,00 0,00

2 From other entities 0,00 0,00

IV Long-term investments 0,00 0,00

1 Properties 0,00 0,00

2 Intangible and Legal Assets 0,00 0,00

3 Long-term financial assets 0,00 0,00

a in related entities 0,00 0,00

- shares 0,00 0,00

- other securities 0,00 0,00

- loans granted 0,00 0,00

- other long-term financial assets 0,00 0,00

b in other entities 0,00 0,00

- shares 0,00 0,00


- loans granted 0 0

- other long-term financial assets 0,00 0,00

4 Other long-term investments 0,00 0,00

V Long-term prepayments 402 827,00 885 606,00

1 Assets due to deferred income tax 402 827,00 885 606,00

2 Other accruals 0,00 0,00

B CURRENT ASSETS 70 140 640,75 62 078 059,46

I Inventory 6 432 052,68 2 558 865,58

1 Materials 0,00 120 070,69

2 Semi-finished products and work in progress 0,00 0,00

3 Finished goods 0,00 0,00

4 Goods 6 432 052,68 2 438 794,89

5 Advances for deliveries 0,00 0,00

II Short-term receivables 47 533 670,12 39 097 995,64

1 Receivables from related entities 3 223 690,82 495 493,82

a trade receivables, maturing: 3 129 716,03 445 331,88

- up to 12 months 3 129 716,03 445 331,88

- over 12 months 0,00 0,00

b other 93 974,79 50 161,94

2 Receivables from other entities 44 309 979,30 38 602 501,82

a trade receivables, maturing: 44 272 350,85 35 876 514,82

- up to 12 months 44 272 350,85 35 876 514,82

- over 12 months 0,00 0,00

bon account of taxes, subsidies, duties, social security, health

insurance and other benefits 0,00 2 725 987,00

c other 37 628,45 0,00

d claimed at court 0,00 0,00

III Short-term investments 16 170 369,48 20 405 451,17

1 Short-term financial assets 16 170 369,48 20 405 451,17

a in related entities 14 396 037,38 19 338 749,59

- shares 0,00 0,00



- other short-term financial assets 14 396 037,38 19 338 749,59


- shares 0,00 0,00



- other short-term financial assets 0,00 0,00

c cash and cash equivalents 1 774 332,10 1 066 701,58

- cash in hand and cash at bank 1 774 332,10 1 066 701,58

- other cash 0,00 0,00

- other monetary assets 0,00 0,00

2 Other short-term investments 0,00 0,00

IV Short-term prepayments 4 548,47 15 747,07

70 611 005,59 63 067 390,43

Balance Sheet

Assets

TOTAL ASSETS

No. TitleNote

No.

Status as at

30.11.2015

Status as at

31.12.2015

A EQUITY 19 495 697,65 12 344 131,73

I Core (basic) capital 11 50 000,00 50 000,00

II Due but not paid contributions for basic capital (negative value) 0,00 0,00

III Own shares (negative value) 0,00 0,00

IV Supplementary capital 6 138 012,73 6 143 345,34

V Revaluation reserve 0,00 0,00

VI Other reserve capitals 0,00 7 196,16

VII Previous years' profit (loss) brought forward 0,00 0,00

VIII Net profit (loss) 12 13 307 684,92 6 143 590,23

IX Write offs from net profit during the financial year (negative value) 0,00 0,00

B LIABILITIES AND PROVISIONS FOR LIABILITIES 51 115 307,94 50 723 258,70

I Provisions for liabilities 972 821,61 1 214 790,41

1 Provision due to deferred income tax 24 275 735,00 243 368,00

2 Provision for retirement and similar benefits 13 642 327,67 838 131,27

- long-term 85 238,36 61 623,95

- short-term 557 089,31 776 507,32

3 Other provisions 13 54 758,94 133 291,14

- long-term 0,00 0,00

- short-term 54 758,94 133 291,14

II Long-term liabilities 14 0,00 0,00

1 Towards related entities 0,00 0,00

2 Towards other entities 0,00 0,00

a loans and credits 0,00 0,00

b arising from issuance of debt securities 0,00 0,00

c other financial liabilities 0,00 0,00

d other 0,00 0,00

III Short-term liabilities 49 302 886,80 48 437 929,25

1 Towards related entities 44 520 633,23 45 035 002,38

a trade liabilities, maturing: 14 31 780 470,05 22 409 013,19

- up to 12 months 31 780 470,05 22 409 013,19

- over 12 months 0,00 0,00

b other 12 740 163,18 22 625 989,19

2 Towards other entities 4 774 344,85 3 397 672,11

a loans and credits 14 0,00 0,00

b arising from issuance of debt securities 14 0,00 0,00

c other financial liabilities 0,00 0,00

d trade liabilities, maturing: 14 259 275,26 745 921,91

- up to 12 months 259 275,26 745 921,91

- over 12 months 0,00 0,00

e advance payments for deliveries 0,00 0,00

f Bill of exchange liabilities 0,00 0,00

g on account of taxes, duties, insurance and other benefits 4 510 611,63 2 647 292,24

h payroll liabilities 0,00 0,00

i other 4 457,96 4 457,96

3 Special funds 7 908,72 5 254,76

IV Accruals 839 599,53 1 070 539,04

1 Negative goodwill 0,00 0,00

2 Other accruals 16 839 599,53 1 070 539,04

- long-term 0,00 0,00

- short-term 839 599,53 1 070 539,04

TOTAL LIABILITIES 70 611 005,59 63 067 390,43

Balance SheetLiabilities

Performance for the

period

Performance for the

period01.01.2015-30.11.2015 01.01.2014-31.12.2014

A Net revenues from sales and equivalent, including: 181 131 365,13 179 130 639,63

- from related entities 7 578 375,47 8 895 762,33

I Net revenues from sales of products 7 578 375,47 8 895 762,33

IIChange in the balance of products (increase - positive value,

decrease - negative value) 0,00 0,00

III Manufacturing cost of products for internal purposes 0,00 0,00

IV Net revenues from sales of goods and materials 173 552 989,66 170 234 877,30

B Operating costs 171 006 160,87 171 603 810,10

I Depreciation 36 187,13 49 209,39

II Consumption of materials and energy 14 248,52 24 023,04

III External services 8 646 239,02 10 633 212,77

IV Taxes and charges, including: 17 489,26 87 260,14

- excise tax 0,00 0,00

V Payroll 1 702 429,04 2 162 726,67

VI Social security and other benefits 223 716,86 485 785,87

VII Other costs by type 573 397,29 665 415,19

VIII Value of sold goods and materials 159 792 453,75 157 496 177,03

C Profit (loss) on sales (A-B) 10 125 204,26 7 526 829,53

D Other operating revenues 5 490 135,33 299 745,53

I Gain on disposal of non-financial fixed assets 0,00 0,00

II Subsidies 0,00 0,00

III Other operating revenues 5 490 135,33 299 745,53

E Other operating costs 146 183,87 432 481,43

I Loss on disposal of non-financial fixed assets 0,00 0,00

II Revaluation of non-financial assets 0,00 407 913,81

III Other operating costs 146 183,87 24 567,62

F Profit (loss) on operating activities (C+D-E) 15 469 155,72 7 394 093,63

G Financial revenues 4 400 350,92 3 000 116,05

I Dividends and share in profit, including 0,00 0,00

- from related entities 0,00 0,00

II Interest, including: 30 072,18 45 585,90

- from related entities 30 072,18 45 585,90

III Gain on disposal of investments 0,00 0,00

IV Revaluation of investment 0,00 0,00

V Other 4 370 278,74 2 954 530,15

H Financial costs 3 392 677,72 2 708 323,45

I Interest, including: 309 751,61 326 302,56

- for related entities 309 751,61 326 302,56

II Loss on disposal of investments 0,00 0,00

III Revaluation of investment 0,00 0,00

IV Other 3 082 926,11 2 382 020,89

I Profit (loss) on operating activities (F+G-H) 16 476 828,92 7 685 886,23

J Result on extraordinary events (J.I. - J.II.) 0,00 0,00

I Extraordinary profits 0,00 0,00

II Extraordinary losses 0,00 0,00

K Gross profit (loss) (I±J) 16 476 828,92 7 685 886,23

L Income tax 3 169 144,00 1 542 296,00

M Other statutory reductions in profit (increases in loss) 0,00 0,00

N Net profit (loss) (K-L-M) 13 307 684,92 6 143 590,23

Profit and Loss Account - comparative format

Note

No.TitleNo.

APPENDIX 6

THE STATEMENT CONTAINING THE INFORMATION ON THE ACCOUNTING SITUATION OF

DOW POLSKA SP. Z O.O. MADE FOR THE PURPOSE OF MERGER AS AT 30 NOVEMBER

2015.

No. Title Note No.Status as at

30.11.2015

Status as at

31.12.2015

A FIXED ASSETS 1 847 761,48 1 830 710,00

I Intangible and Legal Assets 1 0,00 0,00

1 Research and development expenses

2 Goodwill

3 Other intangible and legal assets 0,00 0,00

4 Advance payments for intangible and legal assets

II Tangible fixed assets 781 912,48 991 992,48

1 Fixed Assets 2 781 912,48 707 859,04

a land (including titles to perpetual usufruct of land)

b buildings, premises, and civil and water engineering constructions

c technical equipment and machines 440 568,75 242 388,85

d means of transport 0,00

e other fixed assets 341 343,73 465 470,19

2 Fixed assets in progress 3 0,00 284 133,44

3 Advance payments for fixed assets in progress 0,00 0,00

III Long-term liabilities 4 0,00 0,00

1 From related entities

2 From other entities

IV Long-term investments 5 0,00 0,00

1 Properties

2 Intangible and Legal Assets

3 Long-term financial assets 0,00 0,00

a in related entities 0,00 0,00

- shares

- other securities

- loans granted

- other long-term financial assets


- shares

- other securities

- loans granted

- other long-term financial assets

4 Other long-term investments

V Long-term prepayments 1 065 849,00 838 717,52

1 Assets due to deferred income tax 24 1 065 849,00 838 717,52

2 Other accruals

B CURRENT ASSETS 42 601 909,78 33 690 182,57

I Inventory 8 0,00 0,00

1 Materials

2 Semi-finished products and work in progress

3 Finished goods

4 Goods

5 Advances for deliveries

II Short-term receivables 9 23 075 366,21 27 665 848,54

1 Receivables from related entities 21 381 566,80 26 777 673,40

a trade receivables, maturing: 21 248 549,93 26 676 872,66

- up to 12 months 21 248 549,93 26 676 872,66

- over 12 months

b other 133 016,87 100 800,74

2 Receivables from other entities 1 693 799,41 888 175,14

a trade receivables, maturing: 1 426 386,26 870 630,02

- up to 12 months 1 426 386,26 870 630,02

- over 12 months

bon account of taxes, subsidies, duties, social security, health

insurance and other benefits 209 597,00 9 203,00

c other 57 816,15 8 342,12

d claimed at court

III Short-term investments 19 518 522,95 6 007 973,61

1 Short-term financial assets 19 518 522,95 6 007 973,61

a in related entities 6 18 788 482,86 5 589 288,52

- shares

- other securities

- loans granted

- other short-term financial assets 18 788 482,86 5 589 288,52

b in other entities 6 0,00 0,00

- shares

- other securities

- loans granted

- other short-term financial assets

c cash and cash equivalents 730 040,09 418 685,09

- cash in hand and cash at bank 730 040,09 418 685,09

- other cash

- other monetary assets

2 Other short-term investments

IV Short-term prepayments 10 8 020,62 16 360,42

44 449 671,26 35 520 892,57

Balance Sheet

Assets

TOTAL ASSETS

No. TitleNote

No.

Status as at

30.11.2015

Status as at

31.12.2015

A EQUITY 14 446 340,90 10 337 090,18

I Core (basic) capital 11 250 000,00 250 000,00

II Due but not paidcontributions for basic capital (negative value)

III Own shares (negative value)

IV Supplementary capital

V Revaluation reserve

VI Other reserve capitals 6 827 309,25 6 409 090,25

VII Previous years' profit (loss) brought forward 0,00

VIII Net profit (loss) 12 7 369 031,65 3 677 999,93

IX Write offs from net profit during the financial year (negative value)

B LIABILITIES AND PROVISIONS FOR LIABILITIES 30 003 330,36 25 183 802,39

I Provisions for liabilities 4 829 996,47 4 245 225,14

1 Provision due to deferred income tax 24 66 685,00 78 703,56

2 Provision for retirement and similar benefits 13 2 132 915,90 1 041 702,12

- long-term 334 921,46 261 908,28

- short-term 1 797 994,44 779 793,84

3 Other provisions 13 2 630 395,57 3 124 819,55

- long-term 418 399,12 208 993,10

- short-term 2 211 996,45 2 915 826,45

II Long-term liabilities 14 0,00 0,00

1 Towards relatedentities

2 Towards other entities 0,00 0,00

a loans and credits

b arising from issuance of debt securities

c other financial liabilities

d other

III Short-term liabilities 25 173 333,89 20 938 577,25

1 Towards relatedentities 22 839 375,27 19 545 368,99

a trade liabilities, maturing: 14 8 338 471,84 9 793 320,32

- up to 12 months 8 338 471,84 9 793 320,32

- over 12 months

b other 14 14 500 903,43 9 752 048,67

2 Towards other entities 2 321 077,76 1 388 398,21

a loans and credits 14

b arising from issuance of debt securities 14

c other financial liabilities

d trade liabilities, maturing: 14 248 872,23 560 837,39

- up to 12 months 248 872,23 560 837,39

- over 12 months

e advance payments for deliveries

f Bill of exchange liabilities

g on account of taxes, duties, insurance and other benefits 2 072 205,53 827 117,54

h payroll liabilities 0,00 0,00

and other 0,00 443,28

3 Special funds 12 880,86 4 810,05

IV Accruals 0,00 0,00

1 Negative goodwill

2 Other accruals 16 0,00 0,00

- long-term

- short-term 0,00 0,00

TOTAL LIABILITIES 44 449 671,26 35 520 892,57

Balance SheetLiabilities

Performance for the period

1.01.-30.11.2015 1.01.-31.12.2014

A Net revenues from sales and equivalent, including: 17 66 513 646,39 61 369 923,21

- from related entities

I Net revenues from sales of products 57 762 489,85 49 989 255,95

IIChange in the balance of products (increase - positive value,

decrease - negative value)

III Manufacturing cost of products for internal purposes

IV Net revenues from sales of goods and materials 8 751 156,54 11 380 667,26

B Operating costs 58 392 004,05 57 297 548,88

I Depreciation 221 231,33 213 622,80

II Consumption of materials and energy 446 973,88 654 775,56

III External services 33 537 313,95 31 084 638,42

IV Taxes and charges, including: 63 266,06 53 977,29

- excise tax 0,00 0,00

V Payroll 11 368 438,70 10 001 847,12

VI Social security and other benefits 2 905 800,24 2 701 442,43

VII Other costs by type 1 342 540,44 1 616 303,19

VIII Value of sold goods and materials 8 506 439,45 10 970 942,07

C Profit (loss) on sales (A-B) 8 121 642,34 4 072 374,33

D Other operating revenues 18 431 306,95 114 324,94

I Gain on disposal of non-financial fixed assets 2,31 0,00

II Subsidies

III Other operating revenues 431 304,64 114 324,94

E Other operating costs 19 418 387,14 50 003,12

I Loss on disposal of non-financial fixed assets 0,00 0,00

II Revaluation of non-financial assets

III Other operating costs 418 387,14 50 003,12

F Profit (loss) on operating activities (C+D-E) 8 134 562,15 4 136 696,15

G Financial revenues 1 355 497,83 596 894,85

I Dividends and share in profit, including


II Interest, including: 20 46 930,18 26 433,88


III Gain on disposal of investments

IV Revaluation of investment 20

V Other 20 1 308 567,65 570 460,97

H Financial costs 237 607,37 85 404,34

I Interest, including: 21 225 160,21 77 160,02

- for related entities

II Loss on disposal of investments

III Revaluation of investment 21

IV Other 21 12 447,16 8 244,32

I Profit (loss) on operating activities (F+G-H) 9 252 452,61 4 648 186,66

J Result on extraordinary events (J.I. - J.II.) 22 0,00 0,00

I Extraordinary profits

II Extraordinary losses

K Gross profit (loss) (I±J) 9 252 452,61 4 648 186,66

L Income tax 23, 24 1 883 420,96 970 186,73

M Other statutory reductions in profit (increases in loss)

N Net profit (loss) (K-L-M) 7 369 031,65 3 677 999,93

Profit and Loss Account - comparative format

Note

No.TitleNo.

Dow Polska Sp. z o.o. and Rohm and Haas Polska Sp. z o.o...

Documents

Transcript of Dow Polska Sp. z o.o. and Rohm and Haas Polska Sp. z o.o...