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07.02.2012 Invitation to participate in the auction concerning the purchase of the shares of "POL-MOT" Holding S.A. with its registered office in Warsaw
06.02.2012 Invitation to participate in the auction concerning the purchase of the shares of Przedsiębiorstwo Turystyczne "Mazur-Tourist" Sp. z o.o. seated in Olsztyn
03.02.2012 Invitation to a public tender to purchase shares of Przedsiębiorstwo Handlowo-Usługowe "AGROMA" Wałcz Sp. z o.o.
01.02.2012 Change in the terms of the auction for the purchase of shares of Grodziska Fabryka Wyposażenia Wagonów Growag sp. z o.o. with its registered office in Zdrój
01.02.2012 Invitation to participate in the auction concerning the purchase of the shares of Rzeszowskie Zakłady Graficzne S.A. with its registered office in Pogwizdów Nowy
30.01.2012 Invitation to a public tender to purchase shares of Zakłady Mechaniczne Urządzeń Wiertniczych Sp. z o.o. with its registered office in Sosnowiec

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Announcements

Minister of Treasury extends an invitation to participate in the publicly announced oral auction concerning the purchase of shares of three companies

I. Zakłady Sieci Rybackich S.A. with registered office in Korsze,

II. Przedsiębiorstwo Zaopatrzenia Rolnictwa w Wodę “Wodrol-Olsztyn” w Dywitach sp. z o.o. with registered office in Dywity,

III. Grodziska Fabryka Wyposażenia Wagonów GROWAG sp. z o.o. with registered office in Zdrój.

Minister of Treasury, ul. Krucza 36/Wspólna 6, postal code: 00-522 Warszawa, acting on behalf of the Treasury, pursuant to Article 31(a), in conjunction with Article 33(1)(5) of the Commercialisation and Privatisation Act of 30 August 1996 (Journal of Laws of 2002 No. 171 item 1397, as subsequently amended), hereinafter referred to as the “Act” and the Resolution of the Council of Ministers of 17 February 2009 on the Detailed Procedure of Disposal of Treasury-owned Shares (Journal of Laws No. 34 item 264, as subsequently amended) extends to all interested parties an invitation to an auction for the purchase of:

I
620,500 ordinary registered shares for one buyer, with a nominal value of PLN 5.00 each, constituting 85% of the share capital of the company Zakłady Sieci Rybackich S.A. with registered office in Korsze (hereinafter referred to as the “Shares”) at 11-430 Korsze, ul. Wolności 5, registered under the KRS No. 0000036687, Tax Identification Number 7420000200, hereinafter referred to as the “Company”.

The objects of the Company include the manufacture of products such as ropes, twines and nets as well as preparation and spinning of fibres.

The starting price for the stake of Shares shall be PLN 4,343,500.00 (say: four million three hundred and forty-three thousand five hundred zloty).
The starting price of one Share is PLN 7.00 (say: seven zloty).

The minimum bidding increment for the entire stake of 620,500 Shares shall be PLN 43,435.00
(say: forty-three thousand four hundred and thirty-five zloty). Bidding increments shall be made orally. In case no further bids are placed by the bidders, subsequent calls of the highest bid shall be made at one-minute intervals.

The highest bidder shall be obliged to acquire the shares that are not acquired by the employees eligible to acquire them free of charge as set forth in the Act, subject to terms and conditions of the share purchase agreement attached hereto, hereinafter referred to as the “Share Purchase Agreement.”

The bid security of PLN 434,350.00 (say: four hundred and thirty-four thousand three hundred and fifty zloty), which corresponds to 10% of the starting price shall be paid by bank transfer to the account of the Ministry of Treasury, account no. 13 1130 1017 0019 9426 2520 0007, maintained with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, by 22 March 2010.

The bid security is non refundable in the event that the highest bidder refuses to sign the Share Purchase Agreement and in the event that the highest bidder decides not to participate in the auction after application submission deadline.

In the event that an entity that has been allowed to take part in the auction fails to turn up or none of the participants offers a starting price, this shall be regarded as the decision to withdraw from participation.

The Share Purchase Agreement will be concluded with the entity placing the highest bid during the auction within up to 5 working days from the date of payment of the full purchase price of shares, reduced by the amount of the bid security paid by a bank transfer to the account of the Ministry of Treasury, account no. 03 1010 1010 0025 1213 3920 0000, maintained with National Bank of Poland, Branch in Warsaw.

Payment must be made in full within 10 working days from the date of announcing the highest bidder.

In the case when the purchase of Shares requires:
1. the decision of the Chairman of the Office of Competition and Consumer Protection (UOKiK) on no impediments to the intended merger of companies;
2. the consent of the Minister of Internal Affairs
- the highest bidder should immediately, and in any case within 60 days from the date of announcing the highest bidder, submit applications to the relevant bodies for the said decisions to be issued. In this case, the payment must be made in full within 5 working days from the day of submitting the above mentioned decisions to the Minister of Treasury.

The Share Purchase Agreement will be concluded at the organisational unit of the Ministry of Treasury responsible for budget and finance at ul. Krucza 36/Wspólna 6, 00-522 Warszawa after the receipt of the full payment for the Shares has been confirmed.
The auction shall be closed upon signing the Share Purchase Agreement.

The entities interested in the purchase of the Company’s shares during the publicly announced auction may purchase the “Company Memorandum.” To do so, the interested entity should:
· be present in the Ministry of Treasury, room 724, on a working day, from the day following the announcement publishing date to 22 March 2010, between 12.00 noon and 2.00 PM,
· produce a transcript from the Register of Entrepreneurs from the National Court Register / certificate of entry in the register of business activity, reflecting the current standing of the entity (issued not earlier than three months prior to the date of submission), and in the event that the interested party is a natural person who is not an entrepreneur – produce the ID card,
· sign the “Confidentiality Obligation” document through the duly authorized representatives of the interested entities.
The “Company Memorandum” contains the information concerning the Company’s legal, financial and economic standing. The price for the Memorandum is PLN 100.00, and is payable at the cashier’s desk, room 372, Division of General Accountancy and Reporting of the Department of Budget and Finances of the Ministry of Treasury from 12.00 noon to 2.00 PM or to the account of the Ministry of Treasury no. 83 1130 1017 0019 9426 2520 0008, maintained in Bank Gospodarstwa Krajowego, Branch No. 1 in Warsaw.

The person responsible for providing access to the said documentation is:
Mr. Jan Przeniesławski, room 724, phone: (22) 695 82 89

The entity interested in the purchase of Shares in Zakłady Sieci Rybackich S.A. with registered office in Korsze may be granted the right to investigate the Company’s documentation. To obtain such right, the entity should:
- submit by 5 March 2010 a request to examine the Company’s documents to the Department of Privatisation Projects at the Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, room 739, fax: (022) 695 88 18, along with a statement by a bank or a savings and credit union where the entity holds an account (issued after 31 December 2009), confirming that the entity has financial resources equal to the amount of the bid security or has creditworthiness to that amount;
- sign the “Confidentiality Obligation” document.
After 5 March 2010, the Minister of Treasury may grant the right to investigate the documentation of the Company and its enterprise to the entity that has submitted the required documents.

II.
11,900 shares for one buyer, with a nominal value of PLN 50.00 each, constituting 85% of the share capital of Przedsiębiorstwo Zaopatrzenia Rolnictwa w Wodę “Wodrol-Olsztyn” w Dywitach spółka z ograniczoną odpowiedzialnością with registered office in Dywity (hereinafter referred to as the “Shares”) at ul. Spółdzielcza 23, 11-001 Dywity, registered under KRS No. 000295919, Tax Identification Number 7390102159, hereinafter referred to as the “Company”.

The objects of the Company include the construction of hydraulic structures such as water purification plants, boreholes for drilled wells, sewage systems and pump stations, dewatering of areas near buildings, construction of water-pipe networks and terminals.

The starting price for the stake of 11,900 Shares shall be PLN 3,641,400.00 (say: three million six hundred and forty-one thousand four hundred zloty).

The starting price of one Share is PLN 306.00 (say: three hundred and six zloty).

The minimum bidding increment for the entire stake of 11,900 Shares shall be PLN 36,414.00 (say: thirty-six thousand four hundred and fourteen zloty). Bidding increments shall be made orally. In case no further bids are placed by the bidders, subsequent calls of the highest bid shall be made at one-minute intervals.

The highest bidder shall be obliged to acquire the shares that are not acquired by the employees eligible to acquire them free of charge as set forth in the Act, subject to terms and conditions of the share purchase agreement attached hereto, hereinafter referred to as the “Share Purchase Agreement.”

The bid security of PLN 364,140.00 (say: three hundred and sixty-four thousand one hundred and forty zloty), which corresponds to 10% of the starting price shall be paid by bank transfer to the account of the Ministry of Treasury, account no. 13 1130 1017 0019 9426 2520 0007, maintained with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, by 22 March 2010.
The bid security is non refundable in the event that the highest bidder refuses to sign the Share Purchase Agreement and in the event that the highest bidder decides not to participate in the auction after application submission deadline.

Payment must be made in full within 10 working days from the date of announcing the highest bidder.

The entities interested in the purchase of the Company’s shares during the publicly announced auction may purchase the “Company Memorandum.” To do so, the interested entity should:
· be present in the Ministry of Treasury, room 728, on a working day, from the day following the announcement publishing date to 22 March 2010, between 12.00 noon and 2.00 PM,
· produce a transcript from the Register of Entrepreneurs from the National Court Register / certificate of entry in the register of business activity, reflecting the current standing of the entity (issued not earlier than three months prior to the date of submission), and in the event that the interested party is a natural person who is not an entrepreneur – produce the ID card,
· sign the “Confidentiality Obligation” document through the duly authorized representatives of the interested entities.
The “Company Memorandum” contains the information concerning the Company’s legal, financial and economic standing. The price for the Memorandum is PLN 100.00, and is payable at the cashier’s desk, room 372, Division of General Accountancy and Reporting of the Department of Budget and Finances of the Ministry of Treasury from 12.00 noon to 2.00 PM or to the account of the Ministry of Treasury no. 83 1130 1017 0019 9426 2520 0008, maintained in Bank Gospodarstwa Krajowego, Branch No. 1 in Warsaw.

The person responsible for providing access to the said documentation is:
- Ms. Monika Malesza, room 728, phone: (022) 695 82 69.

The entity interested in the purchase of Shares in Przedsiębiorstwo Zaopatrzenia Rolnictwa w Wodę “Wodrol-Olsztyn” w Dywitach spółka z ograniczoną odpowiedzialnością with registered office in Dywity may be granted the right to investigate the Company’s documentation. To obtain such right, the entity should:
- submit by 5 March 2010 a request to examine the Company’s documents to the Department of Privatisation Projects at the Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, room 739, fax: (022) 695 88 18, along with a statement by a bank or a savings and credit union where the entity holds an account (issued after 31 December 2009), confirming that the entity has financial resources equal to the amount of the bid security or has creditworthiness to that amount;
- sign the “Confidentiality Obligation” document.
After 5 March 2010, the Minister of Treasury may grant the right to investigate the documentation of the Company and its enterprise to the entity that has submitted the required documents.

III.
19,550 shares for one buyer, with a nominal value of PLN 100.00 each, constituting 85% of the share capital of Grodziska Fabryka Wyposażenia Wagonów GROWAG sp. z o.o. with registered office in Zdrój (hereinafter referred to as the “Shares”) at Zdrój 49A, 62-065 Grodzisk Wielkopolski, registered under KRS No. 0000298838, Tax Identification Number 7880008315, hereinafter referred to as the “Company”.

The business of the company is the manufacture of railway seats mounted in passenger railway cars, electric multiple units and railcars. In recent years this manufacture accounted for 70-75% of sales revenues. Apart from seats, the company also specialises in the manufacture and regeneration of hydraulic shock absorbers used in railway carriages and locomotives.

The company sells its products and services both on the primary market (manufacture) and the secondary market (manufacture of spare parts, provision of repair services).

A few dozen years of an ongoing presence on the domestic market, gradual expansion to foreign markets, and the experience gathered in the course of the business activity have allowed the Company to retain its significant position in the market of railway cars’ equipment.

The starting price for the stake of 19,550 Shares is PLN 10,752,500 (say: ten million seven hundred and fifty-two thousand five hundred zloty).

The starting price for one share is PLN 550.00 (say: five hundred and fifty zloty).

The minimum bidding increment for the entire stake of 19,550 Shares shall be PLN 107,525.00
(say: one hundred and seven thousand five hundred and twenty-five zloty). Bidding increments shall be made orally. In case no further bids are placed by the bidders, subsequent calls of the highest bid shall be made at one-minute intervals.
The highest bidder shall be obliged to acquire the shares that are not acquired by the employees eligible to acquire them free of charge as set forth in the Act, subject to terms and conditions of the share purchase agreement attached hereto, hereinafter referred to as the “Share Purchase Agreement.”

The bid security of PLN 1,075,250.00 (say: one million seventy-five thousand two hundred and fifty zloty), which corresponds to 10% of the starting price shall be paid by bank transfer to the account of the Ministry of Treasury, account no. 13 1130 1017 0019 9426 2520 0007, maintained with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, by 22 March 2010.
The bid security is non refundable in the event that the highest bidder refuses to sign the Share Purchase Agreement and in the event that the highest bidder decides not to participate in the auction after application submission deadline.

Payment must be made in full within 10 working days from the date of announcing the highest bidder.
In the case when the purchase of Shares requires:
1. the decision of the Chairman of the Office of Competition and Consumer Protection (UOKiK) on no impediments to the intended merger of companies;
2. the consent of the Minister of Internal Affairs
- the highest bidder should immediately, and in any case within 60 days from the date of announcing the highest bidder, submit applications to the relevant bodies for the said decisions to be issued. In this case, the payment must be made in full within 5 working days from the day of submitting the above mentioned decisions to the Minister of Treasury.

The entities interested in the purchase of the Company’s shares during the publicly announced auction may purchase the “Company Memorandum.” To do so, the interested entity should:
· be present in the Ministry of Treasury, room 728, on a working day, from the day following the announcement publishing date to 22 March 2010, between 12.00 noon and 2.00 PM,
· produce a transcript from the Register of Entrepreneurs from the National Court Register / certificate of entry in the register of business activity, reflecting the current standing of the entity (issued not earlier than three months prior to the date of submission), and in the event that the interested party is a natural person who is not an entrepreneur – produce the ID card,
· sign the “Confidentiality Obligation” document through the duly authorized representatives of the interested entities.
The “Company Memorandum” contains the information concerning the Company’s legal, financial and economic standing. The price for the Memorandum is PLN 100.00, and is payable at the cashier’s desk, room 372, Division of General Accountancy and Reporting of the Department of Budget and Finances of the Ministry of Treasury from 12.00 noon to 2.00 PM or to the account of the Ministry of Treasury no. 83 1130 1017 0019 9426 2520 0008, maintained in Bank Gospodarstwa Krajowego, Branch No. 1 in Warsaw.

The person responsible for providing access to the said documentation is:
- Mr. Jakub Wielgus, room 728, phone: (22) 695 83 45

The entity interested in the purchase of Shares in Grodziska Fabryka Wyposażenia Wagonów GROWAG sp. z o.o. with registered office in Zdrój may be granted the right to investigate the Company’s documentation. To obtain such right, the entity should:
- submit by 5 March 2010 a request to examine the Company’s documents to the Department of Privatisation Projects at the Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, room 739, fax: (022) 695 88 18, along with a statement by a bank or a savings and credit union where the entity holds an account (issued after 31 December 2009), confirming that the entity has financial resources equal to the amount of the bid security or has creditworthiness to that amount;
- sign the “Confidentiality Obligation” document.
After 5 March 2010, the Minister of Treasury may grant the right to investigate the documentation of the Company and its enterprise to the entity that has submitted the required documents.

For the avoidance of any doubt, the Minister of Treasury declares that the “Company Memorandum” is issued for each Company individually. Moreover, the Minister of Treasury declares that the privatization process will be conducted for each of the Companies individually.

Applications for participation in the auction should be made in the Polish language and should contain:
1) name, surname and address or name and registered office of the entity interested in participating in the auction;
2) Regon number;
3) Tax Identification Number;
4) e-mail address;
5) address for correspondence;
6) phone number;
7) fax number;
8) attached evidence of payment of the bid security, along with an indication of the bank account to which the bid security should be refunded;
9) if the entity interested in participation in the auction is a natural person:
a) a photocopy of an identity document confirming the identity of such person, certified by a notary public to be a true copy of the original,
b) if the natural person is engaged in a business activity – a valid certificate confirming entry in the Register of Business Activity, if separate provisions of law require the entity to be entered in the Register of Business Activity, submitted in original, transcript or as a certified copy made by a notary public,
c) information on the method of financing of the share purchase transaction;
10) if the entity interested in participation in the auction is a legal person:
a) a valid extract from the relevant register,
b) details of the person(s) entitled to participate in the auction, along with a power of attorney,
c) details of the person(s) entitled to represent the entity in signing the agreement, along with a duly executed power of attorney, in the event that the identity of the signee is different than the identity of the person specified in item 10(b),
d) information on the method of financing of the share purchase transaction;
11) declaration that the entity interested in participation in the auction:
a) is not in default with payment of any taxes, or a declaration that the entity obtained, in accordance with the law, the required exemption, deferral, division of overdue amounts into instalments or a stay of execution (in full) of the decision of a relevant authority,
b) is not in default with payment of fees or premiums for social or medical insurance, or a declaration that the entity obtained, in accordance with the law, the required exemption, deferral, division of overdue amounts into instalments or a stay of execution (in full) of the decision of a relevant authority,
c) is not in breach of any other privatisation agreements and that the entity is not a party to any court disputes in this regard,
d) is not in breach of any other agreements concluded with the Treasury, and that the entity is not a party to any court disputes in this regard,
e) is not a subject of liquidation proceedings and that no bankruptcy was announced, apart from entities which upon announcement of bankruptcy made an arrangement approved under a valid court decision, provided that such arrangement does not provide for satisfaction of creditors by liquidation of the assets of the bankrupt entity,
f) is not entered in the Register of Insolvent Debtors,
g) is not registered in the Credit Information Bureau as an unreliable borrower.

The documents specified in the invitation must be submitted in writing as original documents or the copies thereof, which were certified by a notary public to be true copies of the original.
The documents made in a foreign language should be submitted along with the translation thereof into the Polish language made by a sworn translator.

An apostille should be attached to the documents that are public documents within the meaning of the Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents (Journal of Laws of 2005 No. 112, item 938), which were made in accordance with the applicable laws of a country that is a party to the Convention.

The documents that are public documents within the meaning of the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents, which were made in accordance with the applicable laws of a country that is not a party to the Convention should be legalised before they are submitted.

Apostille or legalisation are not required insofar as a bilateral or multilateral agreement that is binding for the Republic of Poland abolishes or simplifies the legalisation procedure or exempts the documents from legalisation within the scope of such agreement.

Applications for the auction should be submitted in one copy, in a sealed envelope, to the Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, to the front office of the Ministry of Treasury or the front office of the Department of Treasury Property, room 447, on business days, during office hours, i.e. 8.15 AM – 4.15 PM by 22 March 2010.

A respective inscription should be placed on the envelope:
I.
„Zgłoszenie do wzięcia udziału w aukcji dotyczącej nabycia akcji spółki Zakłady Sieci Rybackich S.A. z siedzibą w Korszach - Nie otwierać.” (“Application to participate in the auction for the purchase of shares of Zakłady Sieci Rybackich S.A with registered office in Korsze – Do not open”). Please submit the application to the front office of the Department of Treasury Property of the Ministry of Treasury.

II.
„Zgłoszenie do wzięcia udziału w aukcji dotyczące nabycia udziałów spółki Przedsiębiorstwo Zaopatrzenia Rolnictwa w Wodę „Wodrol-Olsztyn” w Dywitach sp. z o.o. z siedzibą w Dywitach – Nie otwierać.” (“Application to participate in the auction for the purchase of shares of Przedsiębiorstwo Zaopatrzenia Rolnictwa w Wodę “Wodrol-Olsztyn” w Dywitach sp. z o.o. with registered office in Dywity – Do not open”). Please submit the application to the front office of the Department of Treasury Property of the Ministry of Treasury.

III.
„Zgłoszenie do wzięcia udziału w aukcji dotyczącej nabycia udziałów spółki Grodziska Fabryka Wyposażenia Wagonów GROWAG sp. z o.o. z siedzibą w Zdroju - Nie otwierać.” (“Application to participate in the auction for the purchase of shares of Grodziska Fabryka Wyposażenia Wagonów GROWAG sp. z o.o. with registered office in Zdrój – Do not open”). Please submit the application to the front office of the Department of Treasury Property of the Ministry of Treasury.

Applications to participate in the auction will not be accepted after the expiry of the stipulated date and/or if no inscriptions, as indicated above, have been placed on the envelopes.

The auction will commence on 26 March 2010 at 12.00 noon in room 116 at the Ministry of Treasury, Warsaw, ul. Krucza 36/Wspólna.

The invitation to participate in the auction and the terms and conditions of the auction are subject to change or withdrawal by the Minister of Treasury.
............................................................................................................................................................
I.
The text of the Share Purchase Agreement for the shares of the Company Zakłady Sieci Rybackich S.A. with registered office in Korsze:

SHARE PURCHASE AGREEMENT
No. MSP/.......................................................
concerning the purchase of shares of the Company
Zakłady Sieci Rybackich S.A.
with registered office in Korsze

concluded on ........................... in Warsaw (hereinafter referred to as the “Agreement”),
by and between:
the Treasury of the Republic of Poland, represented by the Minister of Treasury, Mr./Ms. ...................................., hereinafter referred to as the “Seller”
and
(if the buyer is a legal person)
...................................... (company name of buyer) with registered office in ........................., address ................................................................., entered into the Register of Entrepreneurs kept by the District Court for ............................. in ..........................., Commercial Division ........ of the National Court Register, under KRS number ........................., represented by ..................................................., authorised to represent the Buyer in accordance with the enclosed transcript from the register (or a power of attorney prepared in due form in the event that the person(s) is/are acting pursuant to the power of attorney granted by the persons authorised to represent the Buyer), attached hereto as Annex No. 1, hereinafter referred to as the “Buyer”.
(if the buyer is a natural person)
............................................................. (names and surname), residing in ........................, address: ..........................................................., holder of ID card series .......... no. ............................... (and in the event that the natural person is conducting business activity – the entry number ....................... in the Register of Business Activity kept by ................................................., in accordance with the certificate of entry in the Register of Business Activity, attached hereto as Annex No. 1), hereinafter referred to as the “Buyer”.

The Seller and the Buyer are hereinafter jointly referred to as the “Parties”, and each of them individually as a “Party”.
WHEREAS:
1. The Seller owns 730,000 (say: seven hundred and thirty thousand) ordinary registered shares of series “A” with numbers from 000000001 to 000730000 with a nominal value of PLN 5.00 (say: five) each, constituting 100 % of the share capital of Zakłady Sieci Rybackich S.A. with registered office in Korsze, entered in the register of entrepreneurs kept by the District Court in Olsztyn, 8th Economic Division of the National Court Register under KRS No. 0000036687, hereinafter referred to as the “Company”, of which 109,500 (say: one hundred and nine thousand five hundred) shares in the Company, with a nominal value PLN 5.00 (say: five) each, constituting up to 15 % of the share capital of the Company shall be made available, free of charge, to the eligible employees of the Company. The Company’s transcript from the Register of Entrepreneurs is attached hereto as Annex No. 2;
2. The Seller represents to the best of his knowledge that the Shares to be disposed of, which are referred to in item 3 are free of any restrictions on sale or other encumbrances and are not subject to any third party claims;
3. The Buyer has placed the highest bid in auction no. ..... to sell 620,500 (say: six hundred and twenty thousand five hundred) ordinary registered shares owned by the Treasury, of series “A”, with numbers from 000000001 to 000620500, constituting 85% of the share capital of the Company, hereinafter referred to as the “Shares”, held in accordance with applicable laws.
The Parties have mutually agreed as follows:
Article 1
1. The Seller sells and the Buyer buys shares.
2. The purchase price per Share shall be PLN ....... (......... zloty), hereinafter referred to as the “Price per Share”.
3. The total Share purchase price shall be PLN ...................... (............................................ zloty) and it is equal to the product of the Price per Share and the number of the Shares purchased by the Buyer.
Article 2
1. The Seller confirms that the Buyer has paid the amount specified in Article 1(3) of the Agreement, reduced by the amount of the bid security of PLN 434,350.00 (say: four hundred and thirty-four thousand three hundred and fifty zloty), i.e. PLN …… (say: ............), by bank transfer to the account of the Ministry of Treasury held with the National Bank of Poland (NBP), Branch in Warsaw, account no. 03 1010 1010 0025 1213 3920 0000.
2. The Seller hereby confirms that it has received the amount of the total Share purchase price.
Article 3
1. The shares shall be transferred by the Seller to the Buyer on the day of conclusion of this Agreement, by handing over of multiple-share certificates to the Buyer by the Seller along with the Seller’s representation concerning the transfer of shares to the Buyer (constituting Appendix 3 hereto) along with all rights and obligations arising therefrom.
2. The Buyer shall confirm the receipt of the multiple-share certificates in writing on this document.
3. Upon the transfer of shares, the Buyer shall be obliged to notify the Company’s management board immediately in writing of conclusion of this Agreement and the transfer of shares to the Buyer as well as to submit the application for the relevant entry in the Company’s Shareholders’ Register to be made.
Article 4
1. The Buyer represents that conclusion and execution of this Agreement by the Buyer does not violate the provisions of the Polish law, nor any provisions of any order, decision, resolution, permit, authorisation or exemption issued by judiciary or public administration bodies of the Republic of Poland.
2. The Buyer represents that it did not rely on any representations or declarations, whether explicit or implied, issued or submitted by the Seller or on its behalf.
3. The Buyer represents that it has a complete knowledge of the Company’s legal, financial and economic standing, and in making the decision to purchase the Shares it relies only on its knowledge of the Company. In consideration of the above, the Buyer waives the right to and agrees not to pursue any claims against the Seller, which the Buyer could pursue with respect to nondisclosure of substantive information concerning the Company’s legal, financial and economic standing.
4. The Buyer agrees to purchase (in accordance with the provisions of this Agreement) the shares not acquired by eligible employees on a free-of-charge basis (hereinafter referred to as the “Remaining Shares”) offered by the Seller within 3 years from the date of expiry of the rights for such free-of-charge acquisition, within 60 days after the Remaining Shares were offered for sale by the Seller.
5. The Remaining Shares shall be purchased at a price calculated as the product of the number of the Remaining Shares and the Price Per Share, indexed by a weighted average for each period of one year (12 months) of a base rate set by the European Commission and published in the Official Journal of the European Union, increased by 100 basis points, i.e. by 1 percentage point calculated for the period starting from the first day of the month when the Agreement was concluded to the last day of the month preceding the month when the Remaining Shares will be purchased, subject to annual (12 month) capitalisation. The said price, however, shall not be lower than the book value of single Share as at the end of the Company’s financial year preceding the sale of the Remaining Shares.
Article 5
1. This Agreement shall be governed by the provisions of the Polish law.
2. The costs of taxes and other fees related to the conclusion and execution of this Agreement shall be borne by the Buyer.
3. All changes to this Agreement shall be made in writing on pain of nullity.
4. The Parties shall make their best efforts to resolve all disputes arising from or related to this Agreement amicably.
5. All claims and disputes between the Parties arising from or related to this Agreement, including those concerning the validity hereof and construction of the provisions hereof, which could not be settled amicably shall be resolved by the ordinary court having jurisdiction over the Seller.
6. This Agreement has been made in the Polish language, in two identical copies, one for each of the Parties.
7. All notifications and communication related hereto shall be made in writing and submitted personally, by courier or registered mail upon confirmation of receipt, to the address of:
The Seller: The Buyer:
Ministry of Treasury ........................
ul. Krucza 36/ Wspólna 6
00-522 Warsaw

8. Each Party shall inform the other Party in writing in case of the change of the address for notifications and communications related hereto. In the event that this duty is neglected, notifications and communications sent to the former address shall be considered to have been delivered.

Signed by:

The Seller: The Buyer:

(also confirming receipt of multiple share certificates)

Appendices:
1. Buyer’s Transcript from the Register of Entrepreneurs from the National Court Register or Certificate of Entry in the economic activity records and the power of attorney (if any).
2. Company’s Transcript from the Register of Entrepreneurs from the National Court Register.
3. Seller’s Declaration of Transfer of Shares.
Appendix 3
to the Share Purchase Agreement
…………………..

SELLER’S DECLARATION OF THE TRANSFER OF REGISTERED SHARES
I, the undersigned, acting on behalf of the Treasury pursuant to Article 339 of the Commercial Companies Code, hereby transfer 620,500 ordinary registered shares of series “A” with numbers from 000000001 to 000620500, with a nominal value of PLN 5.00 (say: five) each, constituting 85% of the share capital of Zakłady Sieci Rybackich S.A. with registered office in Korsze, along with all rights and obligations arising therefrom to ………………..
…………………… ………………………………
(place and date) Minister of Treasury
......................................................................................................................................................

II.
The text of the Share Purchase Agreement for the shares of the Company Przedsiębiorstwo Zaopatrzenia Rolnictwa w Wodę “Wodrol-Olsztyn” w Dywitach sp. z o.o. with registered office in Dywity:

SHARE PURCHASE AGREEMENT
No. MSP/.......................................................
concerning the purchase of shares of the Company
Przedsiębiorstwo Zaopatrzenia Rolnictwa w Wodę
“Wodrol-Olsztyn” w Dywitach sp. z o.o.
with registered office in Dywity

The Seller and the Buyer are hereinafter jointly referred to as the “Parties”, and each of them individually as a “Party”.
WHEREAS:
1. The Seller owns 14,000 (say: fourteen thousand) shares with a nominal value of PLN 50.00 (say: fifty) each, constituting 100 % of the share capital of Przedsiębiorstwo Zaopatrzenia Rolnictwa w Wodę “Wodrol-Olsztyn” w Dywitach sp. z o.o. with registered office in Dywity, entered in the register of entrepreneurs kept by the District Court in Olsztyn, 8th Commercial Division of the National Court Register under KRS No. 000295919, hereinafter referred to as the “Company”, of which 2,100 (say: two thousand one hundred) shares with a nominal value of PLN 50.00 (say: fifty) each, constituting up to 15 % of the share capital of the Company shall be made available, free of charge, to the eligible employees of the Company. The Company’s transcript from the Register of Entrepreneurs is attached hereto as Annex No. 2;
2. The Seller represents to the best of his knowledge that the Shares to be disposed of, which are referred to in item 3 are free of any restrictions on sale or other encumbrances and are not subject to any third party claims.
3. The Buyer has placed the highest bid in auction no. ..... to sell 11,900 (say: eleven thousand nine hundred) shares owned by the Treasury, constituting 85% of the share capital of the Company, hereinafter referred to as the “Shares”, held in accordance with the applicable law.
The Parties have mutually agreed as follows:

Article 1
1. The Seller sells and the Buyer buys shares.
2. The purchase price per Share shall be PLN ....... (......... zloty), hereinafter referred to as the “Price per Share”.
3. The total Share purchase price shall be PLN ...................... (............................................ zloty) and it is equal to the product of the Price per Share and the number of the Shares purchased by the Buyer.
Article 2
1. The Seller confirms that the Buyer has paid the amount specified in Article 1(3) of the Agreement, reduced by the amount of the bid security of PLN 361,140.00 (say: three hundred and sixty-one thousand one hundred and forty), i.e. PLN ............. (say: ..............), by bank transfer to the account of the Ministry of Treasury held with the National Bank of Poland (NBP), Branch in Warsaw, account no. 03 1010 1010 0025 1213 3920 0000.
2. The Seller hereby confirms that it has received the amount of the total Share purchase price.
Article 3
1. The shares shall be transferred by the Seller to the Buyer at the moment of conclusion of this Agreement along with all rights and obligations arising therefrom.
2. Upon conclusion of this Agreement, the Buyer shall be obliged to notify the Company’s Management Board immediately in writing of conclusion of this Agreement and the transfer of shares to the Buyer as well as to submit the copy of this Agreement in order for the relevant entry in the Company’s Shareholders’ Register to be made.
Article 4
1. The Buyer represents that conclusion and execution of this Agreement by the Buyer does not violate the provisions of the Polish law, nor any provisions of any order, decision, resolution, permit, authorisation or exemption issued by judiciary or public administration bodies of the Republic of Poland.
2. The Buyer represents that it did not rely on any representations or declarations, whether explicit or implied, issued or submitted by the Seller or on its behalf.
3. The Buyer represents that it has a complete knowledge of the Company’s legal, financial and economic standing, and in making the decision to purchase the Shares it relies only on its knowledge of the Company. In consideration of the above, the Buyer waives the right to and agrees not to pursue any claims against the Seller, which the Buyer could pursue with respect to nondisclosure of substantive information concerning the Company’s legal, financial and economic standing.
4. The Buyer agrees to purchase (in accordance with the provisions of this Agreement) the shares not acquired by eligible employees on a free-of-charge basis (hereinafter referred to as the “Remaining Shares”) offered by the Seller within 3 years from the date of expiry of the rights for such free-of-charge acquisition, within 60 days after the Remaining Shares were offered for sale by the Seller.
5. The Remaining Shares shall be purchased at a price calculated as the product of the number of the Remaining Shares and the Price Per Share, indexed by a weighted average for each period of one year (12 months) of a base rate set by the European Commission and published in the Official Journal of the European Union, increased by 100 basis points, i.e. by 1 percentage point calculated for the period starting from the first day of the month when the Agreement was concluded to the last day of the month preceding the month when the Remaining Shares will be purchased, subject to annual (12 month) capitalisation. The said price, however, shall not be lower than the book value of single Share as at the end of the Company’s financial year preceding the sale of the Remaining Shares.
Article 5
1. This Agreement shall be governed by the provisions of the Polish law.
2. The costs of taxes and other fees related to the conclusion and execution of this Agreement shall be borne by the Buyer.
3. All changes to this Agreement shall be made in writing on pain of nullity, with signatures confirmed by the notary public.
4. The Parties shall make their best efforts to resolve all disputes arising from or related to this Agreement amicably.
5. All claims and disputes between the Parties arising from or related to this Agreement, including those concerning the validity hereof and construction of the provisions hereof, which could not be settled amicably shall be resolved by the ordinary court having jurisdiction over the Seller.
6. This Agreement has been made in the Polish language, in two identical copies, one for each of the Parties.
7. All notifications and communication related hereto shall be made in writing and submitted personally, by courier or registered mail upon confirmation of receipt, to the address of:

The Seller: The Buyer:
Ministry of Treasury ........................
ul. Krucza 36/ Wspólna 6
00-522 Warsaw

Signed by:
The Seller: The Buyer:
Appendices:

1. Buyer’s Transcript from the Register of Entrepreneurs from the National Court Register or Certificate of Entry in the economic activity records and the power of attorney (if any).
2. Company’s Transcript from the Register of Entrepreneurs from the National Court Register.
.........................................................................................................................................................
III.
The text of the Share Purchase Agreement for the shares of the Company Grodziska Fabryka Wyposażenia Wagonów GROWAG sp. z o.o. with registered office in Zdrój.

SHARE PURCHASE AGREEMENT
No. MSP/.......................................................
concerning the purchase of shares of the Company
Grodziska Fabryka Wyposażenia Wagonów GROWAG sp. z o.o.
with registered office in Zdrój

The Seller and the Buyer are hereinafter jointly referred to as the “Parties”, and each of them individually as a “Party”.
WHEREAS:
1. The Seller owns 23,000 (say: twenty-three thousand) shares with a nominal value of PLN 100.00 (say: one hundred) each, constituting 100 % of the share capital of Grodziska Fabryka Wyposażenia Wagonów GROWAG sp. z o.o. with registered office in Zdrój, entered in the register of entrepreneurs kept by the District Court for Poznań – Nowe Miasto I Wilda, 8th Economic Division of the National Court Register under KRS No. 0000298838, hereinafter referred to as the “Company”, of which 3,450 (say: three thousand four hundred and fifty) shares with a nominal value of PLN 100.00 (say: one hundred) each, constituting up to 15 % of the Company’s share capital shall be made available, free of charge, to the eligible employees of the Company. The Company’s transcript from the Register of Entrepreneurs is attached hereto as Annex No. 2,

2. The Seller represents to the best of his knowledge that the Shares to be disposed of, which are referred to in item 3 are free of any restrictions on sale or other encumbrances and are not subject to any third party claims.
3. The Buyer has placed the highest bid in auction no. ..... to sell 19.550 (say: nineteen thousand five hundred and fifty) shares owned by the Treasury, constituting 85% of the share capital of the Company, hereinafter referred to as the “Shares”, held in accordance with the applicable laws.
The Parties have mutually agreed as follows:
Article 1
1. The Seller sells and the Buyer buys shares.
2. The purchase price per Share shall be PLN ....... (......... zloty), hereinafter referred to as the “Price per Share”.
3. The total Share purchase price shall be PLN ...................... (............................................ zloty) and it is equal to the product of the Price per Share and the number of the Shares purchased by the Buyer.
Article 2
1. The Seller confirms that the Buyer has paid the amount specified in Article 1(3) of the Agreement, reduced by the amount of the bid security of PLN 1,075,250 (say: one million seventy-five thousand two hundred and fifty zloty), i.e. PLN ............. (say: ..............), by bank transfer to the account of the Ministry of Treasury held with the National Bank of Poland (NBP), Branch in Warsaw, account no. 03 1010 1010 0025 1213 3920 0000.
2. The Seller hereby confirms that it has received the amount of the total Share purchase price.
Article 3
1. The shares shall be transferred by the Seller to the Buyer at the moment of conclusion of this Agreement along with all rights and obligations arising therefrom.
2. Upon conclusion of this Agreement, the Buyer shall be obliged to notify the Company’s Management Board immediately in writing of conclusion of this Agreement and the transfer of shares to the Buyer as well as to submit the copy of this Agreement in order for the relevant entry in the Company’s Shareholders’ Register to be made.
Article 4
1. The Buyer represents that conclusion and execution of this Agreement by the Buyer does not violate the provisions of the Polish law, nor any provisions of any order, decision, resolution, permit, authorisation or exemption issued by judiciary or public administration bodies of the Republic of Poland.
2. The Buyer represents that it did not rely on any representations or declarations, whether explicit or implied, issued or submitted by the Seller or on its behalf.
3. The Buyer represents that it has a complete knowledge of the Company’s legal, financial and economic standing, and in making the decision to purchase the Shares it relies only on its knowledge of the Company. In consideration of the above, the Buyer waives the right to and agrees not to pursue any claims against the Seller, which the Buyer could pursue with respect to nondisclosure of substantive information concerning the Company’s legal, financial and economic standing.
4. The Buyer agrees to purchase (in accordance with the provisions of this Agreement) the shares not acquired by eligible employees on a free-of-charge basis (hereinafter referred to as the “Remaining Shares”) offered by the Seller within 3 years from the date of expiry of the rights for such free-of-charge acquisition, within 60 days after the Remaining Shares were offered for sale by the Seller.
5. The Remaining Shares shall be purchased at a price calculated as the product of the number of the Remaining Shares and the Price Per Share, indexed by a weighted average for each period of one year (12 months) of a base rate set by the European Commission and published in the Official Journal of the European Union, increased by 100 basis points, i.e. by 1 percentage point calculated for the period starting from the first day of the month when the Agreement was concluded to the last day of the month preceding the month when the Remaining Shares will be purchased, subject to annual (12 month) capitalisation. The said price, however, shall not be lower than the book value of single Share as at the end of the Company’s financial year preceding the sale of the Remaining Shares.
Article 5
1. This Agreement shall be governed by the provisions of the Polish law.
2. The costs of taxes and other fees related to the conclusion and execution of this Agreement shall be borne by the Buyer.
3. All changes to this Agreement shall be made in writing on pain of nullity, with signatures confirmed by the notary public.
4. The Parties shall make their best efforts to resolve all disputes arising from or related to this Agreement amicably.
5. All claims and disputes between the Parties arising from or related to this Agreement, including those concerning the validity hereof and construction of the provisions hereof, which could not be settled amicably shall be resolved by the ordinary court having jurisdiction over the Seller.
6. This Agreement has been made in the Polish language, in two identical copies, one for each of the Parties.
7. All notifications and communication related hereto shall be made in writing and submitted personally, by courier or registered mail upon confirmation of receipt, to the address of:

The Seller: The Buyer:
Ministry of Treasury ........................
ul. Krucza 36/ Wspólna 6
00-522 Warsaw

Signed by:
The Seller: The Buyer:
Appendices:

Publication date : 23.02.2010

Published by : Aleksandra Karpowicz
Author : Department of Privatisation Projects

Statystyka strony: 427 wizyt

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