I.

498,566 ordinary bearer shares of series “A” for one buyer, of a nominal value of PLN 2.03 each, constituting 25.31% of the share capital of the company Zakłady Naprawcze Taboru Kolejowego “Mińsk Mazowiecki” S.A. with registered office in Mińsk Mazowiecki
at ul. Gen. K. Sosnkowskiego 34, 05-300 Mińsk Mazowiecki, hereinafter referred to as the “Company".

 

The starting price for the stake of 498,566 shares is PLN 5,768,408.62.

The starting price for one share is PLN 11.57.

The minimum bidding increment for the entire stake of 498,566 shares is PLN 30,000.00 (say: thirty thousand zloty).

 

In case no further bids are placed by the bidders, subsequent calls of the highest bid shall be made every three minutes.

 

The objects of the Company in accordance with the Articles of Association are: services in the scope of repairs, maintenance and major overhauls of railway engines, trains and trams: manufacture of railway engines, trains and trams; manufacture of electric motors, generators, transformers, electric energy switchgear and control gear.

 

The “Memorandum” shall be made available upon request, free of charge, to the entities interested in the purchase of shares of the said Company during the publicly announced auction. To obtain the “Memorandum”, the interested entity should:
 

·         be present in the Ministry of Treasury, room 327, on a working day, from 29 September 2009 to 19 October 2009, between 10.15 AM – 12.15 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 – produce the ID card,

·         sign the “Confidentiality Obligation” document through the duly authorized representatives of the interested entities.

 

The “Memorandum” contains the information concerning the Company’s legal, financial and economic standing. The person responsible for providing access to the said documentation is Ms. Marzena Kusio, room 327, phone: 022 695 81 24.

 

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 (the stake 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 Narodowy Bank Polski, Branch in Warsaw.

 

Payment must be made in full within 5 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

     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 after receipt of the full payment for the shares has been confirmed.

 

The Share Purchase Agreement will be concluded at the Ministry of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa.

 

The auction shall be closed upon signing the Share Purchase Agreement for the Company’s shares.

 

The bid security of PLN 576,840.86 (say: five hundred and seventy-six thousand eight hundred and forty zloty eighty-six groszy), which corresponds to 10% of the starting price for the stake of shares 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 19 October 2009.

 

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.

 

II.

200,639 ordinary bearer shares of series “A” for one buyer, of a nominal value of PLN 2.81 each, constituting 3.76% of the share capital of the company Zielonogórskie Fabryki Mebli S.A. with registered office in Zielona Góra, at ul. Sienkiewicza 9, 65-958 Zielona Góra, hereinafter referred to as the “Company".

 

The starting price for the stake of 200,639 shares is PLN 10,031.95.

The starting price for one share is PLN 0.05.

The minimum bidding increment for the entire stake of 200,639 shares is PLN 60.00 (say: sixty zloty).

 

In case no further bids are placed by the bidders, subsequent calls of the highest bid shall be made every three minutes.

 

The objects of the Company in accordance with the Articles of Association are the manufacture of furniture, the sale of furniture on the domestic and international market and the supply of raw materials.

 

The “Memorandum” shall be made available upon request, free of charge, to the entities interested in the purchase of shares of the said Company during the publicly announced auction.The person responsible for providing access to the said documentation is Ms. Marzena Kusio, room 327, phone: 022 695 81 24. To do so, the interested entity should:

·         be present in the Ministry of Treasury, room 327, on a working day, from 29 September 2009 to 19 October 2009, between 10.15 AM – 12.15 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 – produce the ID card.

·         sign the “Confidentiality Obligation” document through the duly authorized representatives of the interested entities.

The “Memorandum” contains the information concerning the Company’s legal, financial and economic standing.

 

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 the (stake 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 Narodowy Bank Polski, Branch in Warsaw.

 

Payment must be made in full within 5 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

     payment must be made in full within 5 working days from the day of submitting the above mentioned decisions to the Minister of Treasury.

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 after receipt of the full payment for the shares has been confirmed.

 

The Share Purchase Agreement will be concluded at the Ministry of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa.

 

The auction shall be closed upon signing the Share Purchase Agreement for the Company’s shares.

 

The bid security of PLN 1,003.19 (say: one thousand three zloty nineteen groszy), which corresponds to 10% of the starting price for the stake of shares 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 19 October 2009.

 

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.

 

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.        address for correspondence,

3.        attached evidence of payment of the bid security, along with an indication of the bank account to which the bid security should be refunded,

4.        if the entity interested in participating 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, as an extract or as a certified copy made by a notary public,

c)        information on the method of financing of the share purchase transaction;

5.        If the entity interested in participating 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 1,

d)                   information on the method of financing of the share purchase transaction;

6.        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.

 

In the event that the entity interested in participation in the auction is a foreign entity, the submitted documents in a foreign language must be translated into the Polish language by a sworn translator. Documents such as an extract from the relevant register, a power of attorney to act on behalf of the entity interested in participation in the auction should be certified by a Consulate/the Embassy of the Republic of Poland in the country where the entity interested in participation in the auction has its registered office, unless specified otherwise by applicable law provisions.

 

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 State Real Property and Minority Stakes, room 447, on business days, during office hours 8:15 AM – 4:15 PM, by 19 October 2009.

 

A respective inscription should be placed on the envelope:

“Application to participate in the auction for the purchase of shares of the companyZakłady Naprawcze Taboru Kolejowego “Mińsk Mazowiecki” S.A. with registered office in Mińsk Mazowiecki – Do not open.”

 

“Application to participate in the auction for the purchase of shares of the companyZielonogórskie Fabryki Mebli S.A. with registered office in Zielona Góra – Do not open.”

 

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 23 October 2009 at 11.00 AM, in room 116, Ministry of Treasury, ul. Krucza 36/Wspólna 6, Warsaw.

 

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.

 

 

SHARE PURCHASE AGREEMENT

No. MSP/......................................................

CONCERNING THE PURCHASE OF SHARES OF

Zakłady Naprawcze Taboru Kolejowego “Mińsk Mazowiecki” S.A.

with registered office in Mińsk Mazowiecki

 

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. Aleksander Grad, hereinafter referred to as the “Seller”

and

(where 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 Appendix No. 1, hereinafter referred to as the “Buyer”.

 

(where 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 Appendix 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 498,566 (say: four hundred ninety-eight thousand five hundred and sixty-six) ordinary bearer shares (series A) numbered from 289,435 to 788,000, of a nominal value of PLN 2.03 each (say: two zloty and three groszy), constituting 25.31% of the share capital of the company Zakłady Naprawcze Taboru Kolejowego “Mińsk Mazowiecki” S.A. with registered office in Mińsk Mazowiecki, entered into the Register of Entrepreneurs kept by the District Court for the Capital City of Warsaw, Commercial Division XIV of the National Court Register, under KRS number 0000067499, hereinafter referred to as the “Company”.The Company’s transcript from the Register of Entrepreneurs is attached hereto as Appendix No. 2.

2.         The Seller represents that the Shares to be disposed of 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 498.566 (say: four hundred ninety-eight thousand five hundred and sixty-six) ordinary bearer shares (series A) numbered from 289,435 to 788,000, constituting 25.31% of the Company’s share capital, hereinafter referred to as the “Shares” of the Treasury in the Company Zakłady Naprawcze Taboru Kolejowego “Mińsk Mazowiecki” S.A. with registered office in Mińsk Mazowiecki, held in accordance with applicable laws.

 

The Parties have mutually agreed as follows:

 

Article 1

1.       The Seller agrees to sell and the Buyer agrees to buy the Shares.

2.               The purchase price per Share shall be PLN ................................ (say: ........................ ), hereinafter referred to as the “Price per Share”.

3.       The total Share purchase price shall be PLN ....................................... (say: ......................... ..................................................................) 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 ..................................... (say: .............. ......................................................), paid by bank transfer to the account of the Ministry of Treasury, held with the National Bank of Poland (NBP), O/O Warszawa, 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 upon conclusion of this Agreement and upon ordering by the Seller the transfer of 498,566 ordinary bearer shares (series A), of a nominal value of PLN 2.03, numbered from 289,435 to 788,000, deposited at the securities deposit (hereinafter referred to as the “Deposit”) maintained by Centralny Dom Maklerski Pekao S.A. with registered office in Warsaw, ul. Wołowska 18 (hereinafter referred to as the “Depositary”). The transfer (handing over) to the Buyer of the Shares deposited at the Deposit maintained by the Depositary shall be made based on the Order attached hereto as Appendix No. 3. The Share Transfer Order referred to above is an effective notice, referred to in Article 350 of the Civil Code.

2.       The Seller represents that the Order referred to in section 1 above shall be given to the Depositary immediately upon signing the Agreement.

 

Article 4

1.               The Buyer represents that the conclusion of this Agreement by the Buyer does not violate any provisions of the Polish law nor does it violate any provisions of any permit, authorisation or exemption issued by public administration bodies of the Republic of Poland.

2.               The Buyer did not rely on any representations or declarations, whether explicit or implied, issued or submitted by the Seller or on behalf of the Seller.

3.               The Buyer represents that it has full 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 with respect to nondisclosure of substantive information concerning the Company’s legal, financial and economic standing.

 

Article 5

1.       This Agreement shall be governed by the laws of Poland.

2.               The costs of taxes and other fees related to the conclusion 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.       This Agreement has been made in the Polish language, in two identical copies, one for each of the Parties.

5.       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 addresses of the Parties:

 

for the Seller:                                                               for the Buyer:

Ministerstwo Skarbu Państwa                                               ................................................

ul. Krucza 36/Wspólna 6                                                    ................................................

00-522 Warszawa                                                                    .................................................

 

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

 

Signed by:

 

The Seller:                                                                              The Buyer:

 

 

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

 

 

SHARE PURCHASE AGREEMENT

No. MSP/......................................................

CONCERNING THE PURCHASE OF SHARES OF

Zielonogórskie Fabryki Mebli S.A.

with registered office in Zielona Góra

 

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. Aleksander Grad, hereinafter referred to as the “Seller”

and

(where 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 Appendix No. 1, hereinafter referred to as the “Buyer”.

 

(where 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 Appendix 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:

4.         The Seller owns 200,639 shares (say: two hundred thousand six hundred and thirty-nine) ordinary bearer (series A), numbered from 109,850 to 310,488, of a nominal value of PLN 2.81 (say: two zloty and eighty-one groszy) each, constituting 3.76% of the share capital of the company Zielonogórskie Fabryki Mebli S.A. with registered office in Zielona Góra, entered into the Register of Entrepreneurs kept by the District Court in Zielona Góra, Commercial Division VIII of the National Court Register, under KRS number 0000078402, hereinafter referred to as the “Company”. The Company’s transcript from the Register of Entrepreneurs is attached hereto as Appendix No. 2.

5.         The Seller represents that the Shares to be disposed of are free of any restrictions on sale or other encumbrances and are not subject to any third party claims.

6.         The Buyer has placed the highest bid in auction no. .............. to sell 200,639 (say: two hundred thousand six hundred and thirty-nine) ordinary bearer (series A), numbered from 109,850 to 310,488, of a nominal value of PLN 2.81 (say: two zloty and eighty-one groszy) each, constituting 3.76% of the share capital, hereinafter referred to as the “Shares” of the Treasury in the Company Zielonogórskie Fabryki Mebli S.A. with registered office in Zielona Góra, held in accordance with applicable laws.

 

The Parties have mutually agreed as follows:

 

Article 1

4.       The Seller agrees to sell and the Buyer agrees to buy the Shares.

5.               The purchase price per Share shall be PLN ................................ (say: ........................ ), hereinafter referred to as the “Price per Share”.

6.       The total Share purchase price shall be PLN ....................................... (say: ......................... ..................................................................) and it is equal to the product of the “Price per Share” and the number of the Shares purchased by the Buyer.

 

Article 2

3.       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 ..................................... (say: .............. ......................................................), paid by bank transfer to the account of the Ministry of Treasury, held with the National Bank of Poland (NBP), O/O Warszawa, account no. 03 1010 1010 0025 1213 3920 0000.

4.       The Seller hereby confirms that it has received the amount of the total Share purchase price.

 

Article 3

3.       The shares shall be transferred by the Seller to the Buyer upon conclusion of this Agreement and upon ordering by the Seller the transfer of 200,639 ordinary bearer shares (series A), of a nominal value of PLN 2.81, numbered from 109,850 to 310,488, deposited at the securities deposit (hereinafter referred to as the “Deposit”) maintained by Dom Maklerski BZ WBK S.A. with registered office in Poznań, ul. Wolności 15 (hereinafter referred to as the “Depositary”). The transfer (handing over) to the Buyer of the Shares deposited at the Deposit maintained by the Depositary shall be made based on the Order attached hereto as Appendix No. 3. The Share Transfer Order referred to above is an effective notice, referred to in Article 350 of the Civil Code.

4.       The Seller represents that the Order referred to in section 1 above shall be given to the Depositary immediately upon signing the Agreement.

 

Article 4

4.               The Buyer represents that the conclusion of this Agreement by the Buyer does not violate any provisions of the Polish law nor does it violate any provisions of any permit, authorisation or exemption issued by public administration bodies of the Republic of Poland.

5.               The Buyer did not rely on any representations or declarations, whether explicit or implied, issued or submitted by the Seller or on behalf of the Seller.

6.               The Buyer represents that it has full 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 with respect to nondisclosure of substantive information concerning the Company’s legal, financial and economic standing.

 

Article 5

7.       This Agreement shall be governed by the laws of Poland.

8.               The costs of taxes and other fees related to the conclusion of this Agreement shall be borne by the Buyer.

9.       All changes to this Agreement shall be made in writing on pain of nullity.

10.   This Agreement has been made in the Polish language, in two identical copies, one for each of the Parties.

11.   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 addresses of the Parties:

 

for the Seller:                                                               for the Buyer:

Ministerstwo Skarbu Państwa                                               ................................................

ul. Krucza 36/Wspólna 6                                                    ................................................

00-522 Warszawa                                                                    .................................................

 

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

 

Signed by:

 

The Seller:                                                                              The Buyer:

 

 

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

 

 

 

Appendices:

1. Buyer’s Transcript from the Register of Entrepreneurs kept by the National Court Register, or Certificate of Entry in the Register of Business Activity and the Power of Attorney (if any).

2. Company’s Transcript from the Register of Entrepreneurs kept by the National Court Register.

3. Share Transfer Order.