Current report 107 /2006 Komisja Papierów Wartościowych i Giełd Departament Spółek Publicznych i Finansów Pl. Powstańców Warszawy 1 Warszawa

ComputerLand S.A. and Emax S.A. announce merger details

The Management Board of Emax S.A. would like to inform that after several months of efficiently proceeding merger, ComputerLand S.A. and Emax S.A. announce details concerning structure, strategy and objectives of the new company. Since 1 January 2007 a unified management will have been implemented in the merging Group. Formal merger into one unit is expected to complete in the 2nd quarter of 2007 after positive decision of shareholders, which is supposed to be issued in March 2007 at the General Meeting.

ComputerLand S.A. and Emax S.A. will gain new, increased activity opportunities. Both companies will benefit from the largest team of sector experts and experience that allows to support efficiently Customer’s business. As a significantly larger organisation, ComputerLand S.A. and Emax S.A. will act within a framework of one, joined capital group managed by team of 8 persons. Achieving operational profitability of at least 8% in 2008 is one of the main criteria of merger success.

The New Company will become indisputable leader in regard to IT services in power sector and public utility companies and will also strengthen its position in banking, telecommunication and public sectors. The New Company, thanks to the merger, anticipates revenue synergy of PLN 177.6 million by the year 2010 and positive impact of the whole process on EBIT at the same time up to PLN 87.3 million.

Strategy of the New Company

Strategy of the New Company is supposed to fulfil the main message of merged Company: “Making IT a tool to build our Customers’ value” („Czynimy z IT narzędzie budowy wartości naszych Klientów"). The New Company will concentrate after completion of merger on activities in sectors, utilising large sector expertise of its consultants. Long-term relation with clients will constitute foundations for development based on full scope of services (from consulting, through implementations, to outsourcing). The Company will become one of the largest own software producers and will concentrate on original specialised solutions, supplemented with international products and technologies. Poland remains the main market for the Company, yet tested solutions and experiences will be gradually transferred abroad. Increase of revenues and development of services will be supported with mergers and acquisitions.

Synergy resulting from the merger

Companies estimate that in regard to revenues, the merger will bring additional income of PLN 177.6 million by the year 2010. This income will result above all from optimisation of structure, increase of offer and sales of own solutions, intensification of sales as well as elimination of common competition areas. In regard to expenses, synergy will result from rationalisation of product offer, centralisation of software development, optimisation of service and helpdesk activities, optimisation of back office activities and optimisation of capital group structure. The New Company, thanks to the merger, assumes achieving positive impact of the whole process on EBIT of PLN 87.3 million by the year 2010.

Structure of Capital Group

The New Company, together with its subsidiaries, will consistently concentrate on sectoral activities. In order to support these activities, strong common sectoral management teams will be created for the whole Group. The New Company will have project-based organisation, concentrated on highly efficient activities. It will operate within banking, public, telecommunications, health and industry/utilities sectors.

The Management Board and Objectives

The Management Board of the New Company will consist of 8 persons. - Tomasz Sielicki, President of ComputerLand Group; responsible for new business models and concepts, global and local partnerships as well as support for integration with Emax Group.- Michał Danielewski, President of the Management Board; responsible for strategy and development of ComputerLand Group, outcomes of the Group, relations with key Clients and partners and international sales. - Piotr Kardach, Vice-president of the Management Board, Operational Matters; responsible for supervision over operations (budget, structure of expenses), integration process and public sector. - Andrzej Kosturek, Member of the Management Board; responsible for supervision over industry/utilities sector, regional sales model and management of Winuel company (after endorsement of the Supervisory Board). - Dariusz Chwiejczak, Vice-president of the Management Board, Sales; responsible for co-ordination of sales in the Group (plans, forecasts, motivation system) and supervision over sales in banking, telecommunications and health sectors. - Elżbieta Bujniewicz-Belka, Vice-president of the Management Board Financial Matters; responsible for management of finances and back office operating within the Group as well as for implementation of Colorado project. - Andrzej Miernik, Member of the Management Board, Realisation and Implementation; responsible for supervision over banking, telecommunications and health sectors, outsourcing activities of the Group and co-ordination of Group’s resources utilisation. - Bogdan Kosturek, Member of the Management Board, Development and Technologies; responsible for product strategy, software development, R&D, public and industry sectors and supervision over system integration activities (after endorsement of the Supervisory Board).

The main task of the new Management Board can be described as improvement of profitability of the whole Group through: stabilisation of revenues, increase of share of own solutions and sustaining the pace of restructuring process.

Legal basis Article. 56 par. 1 point 1. of Act on Offering and Companies

Signed by: Piotr Kardach - President of the Board Paweł Nowacki - Member of the BoardReport 107 /2006 Date: 2006-11-30