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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
27.01.2012 Invitation to a public tender to purchase shares of Destylernia "POLMOS" w Krakowie S.A.

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Announcements

The Minister of Treasury extends an invitation to an auction to purchase the shares of the Companies

I. Zakłady Sieci Rybackich S.A. with registered office in Korsze II. Zakłady Przemysłu Cukierniczego SKAWA S.A. with registered office in Wadowice III. Zakłady Przemysłu Dziewiarskiego LIDO Sp. z o.o. with registered office in Łódź IV. Przedsiębiorstwo Przemysłu Ziemniaczanego S.A. w Niechlowie with registered office in Niechlów

The 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 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 Shares (Journal of Laws No. 34 item 264) invites all interested parties to participate in an auction for the purchase of:

620.500 of ordinary registered shares of series “A” for one buyer, of 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, ul. Wolności 5, 11-430 Korsze, hereinafter referred to as the “Company”.

The objects of the Company include: manufacturing of cordage, ropes, strings and nettings, as well as preparation and spinning of textile fibres.

The starting price for the stake of 620.500 shares is PLN 8.986.880,00. The starting price for one share is PLN 14,48328767.

The minimum bidding increment for the entire stake of 620.500 shares is PLN 100.000,00 (say: one hundred thousand zloty).

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

The highest bidder shall be obliged to purchase the shares which were not taken up free of charge by eligible employees of the Company pursuant to the Privatization and Commercialisation Act. The purchase shall be made under the terms and conditions set forth in the Share Purchase Agreement attached hereto.

The Share Purchase Agreement will be concluded with the entity which placed the highest bid during the auction within up to 5 working days from the date of payment of the full purchase price of the shares, reduced by the amount of the bid security, 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 10 days from the date of announcing the highest bidder.

In the case when the purchase of shares requires:

1) the decision of the President of the Office of Competition and Consumer Protection (UOKiK) on the absence of 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 the full payment for the shares has been confirmed.

The 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 898,688.00 (say: eight hundred and ninety eight thousand six hundred and eighty eight 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 25 November 2009.

The bid security is non refundable in the event that the highest bidder refuses to sign the Share Purchase Agreement and when the entity which deposited the required bid security decides not to participate in the auction after the date for submitting applications has expired.

Entities interested in the purchase of shares of Zakłady Sieci Rybackich S.A. with registered office in Korsze through a publicly announced auction may obtain, for a fee, the “Information Memorandum” containing information about the Company.

For this purpose, interested parties are required to:

- approach the headquarters of the Ministry of Treasury, room 724 on weekdays between 3 November 2009 and 25 November 2009, 10:15 to 12:15 PM,

- present an extract from the Register of Entrepreneurs of the National Court Register / a certificate confirming entry in the Register of Business Activity, showing the current representation of the entity (certificate must not be older than three months), and in the event that the party interested in the purchase of shares is a natural person who is not an entrepreneur – produce the ID card,

- sign the “Confidentiality Obligation” by duly authorised representatives of the interested parties.

The “Information Memorandum” contains information on their legal situation and economic and financial standing. The fee for the “Information Memorandum” is PLN 100.00, payable to the cashier (room 372, Department of General Accounting and Reporting of the Department of Budget and Finance at the Ministry of Treasury, between 12:00-2:00 PM) or to the account of the Ministry maintained with Bank Gospodarstwa Krajowego, Branch No. 1 in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008.

The person responsible for handing over the above mentioned documents is:

– Mr. Jan Przeniesławski, room 724, phone (022) 695 82 89.

Parties interested in the purchase of the Shares of Zakłady Sieci Rybackich S.A. with registered office in Korsze may be authorised to analyze Company documents. To obtain the authorisation, interested parties shall be required to:

- by 10 November 2009, file a request for permission to examine Company documents with the Department of Privatisation Projects of the Ministry of Treasury (room 739, fax: (22) 695 88 18). Requests shall be submitted along with a proof of funds or a proof of creditworthiness confirming that the entity has sufficient funds to pay the required bid security or is eligible for a loan to obtain such funds. Proof of funds or a proof of creditworthiness must be issued by the Bank or the Credit Union which holds the account of the interested party after 30 June 2009.

- sign a document titled “Confidentiality Obligation”

The Minister of Treasury shall have the right to authorise inspection of the documents relating to the Company by entities whose applications were filed after 10 November 2009.

II.

106.330 of ordinary registered shares of series “A” for one buyer, of a nominal value of PLN 100.00 each, constituting 31,18% of the share capital of the company Zakłady Przemysłu Cukierniczego SKAWA S.A.with registered office in Wadowice, ul. dr Józefa Putka 1, 34‑100 Wadowice, hereinafter referred to as the “Company”.

The objects of the Company include the manufacture of cocoa, chocolate and confectionaries.

The starting price for the entire stake is PLN 7.974.750,00(say: seven million nine hundred and seventy four thousand seven hundred and fifty zloty). The starting price for one share is PLN 75,00.

The minimum bidding increment for the entire stake of shares is PLN 40.000,00 (say: forty thousand zloty).

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

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

In the case when the purchase of shares requires:

1) the decision of the President of the Office of Competition and Consumer Protection (UOKiK) on the absence of 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 797.475,00 (say: seven hundred and ninety seven thousand four hundred and seventy five 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 25 November 2009.

Entities interested in the purchase of shares of Zakłady Przemysłu Cukierniczego SKAWA S.A.through a publicly announced auction may obtain, for a fee, the “Information Memorandum” containing information about the Company.

For this purpose, interested parties are required to:

- approach the headquarters of the Ministry of Treasury, room 569 on weekdays between 3 November 2009 and 25 November 2009, 12:00 to 2:00 PM,

- sign the “Confidentiality Obligation” by duly authorised representatives of the interested parties.

The “Information Memorandum” contains information on legal situation and economic and financial standing of the Company. The fee for the “Information Memorandum” is PLN 100.00, payable to the cashier (room 372, Department of General Accounting and Reporting of the Department of Budget and Finance at the Ministry of Treasury, between 12:00-2:00 PM) or to the account of the Ministry maintained with Bank Gospodarstwa Krajowego, Branch No. 1 in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008.

The person responsible for handing over the above mentioned documents is:

– Ms. Anna Wilga, room 569, phone (022) 022 695 89 40.

III.

2.681 shares for one buyer, of a nominal value of PLN 500.00 (say: five hundred zloty) each, constituting 90,57% of the share capital of the company Zakłady Przemysłu Dziewiarskiego LIDO Sp. z o.o. with registered office in Łódź, ul. Wólczańska 66, 90-516 Łódź, hereinafter referred to as the “Company”.

The core activities of the Company include the manufacture of outer garments for girls and women.

The starting price for the stake of 2,681 shares is PLN 10.831.240,00 (say: ten million eight hundred and thirty one thousand two hundred and forty zloty). The starting price for one share is PLN 4.040,00.

The minimum bidding increment for the entire stake of 2,681 shares is PLN 54.160,00 (say: fifty four thousand one hundred and sixty zloty).

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

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

In the case when the purchase of shares requires:

1) the decision of the President of the Office of Competition and Consumer Protection (UOKiK) on the absence of 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 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 1.083.124,00 (say: one million eighty three thousand one hundred and twenty four zloty), 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 25 November 2009.

Entities interested in the purchase of shares of Zakłady Przemysłu Dziewiarskiego LIDO Sp. z o.o. with registered office in Łódź through a publicly announced auction may obtain, for a fee, the “Information Memorandum” containing information about the Company.

For this purpose, interested parties are required to:

- approach the headquarters of the Ministry of Treasury, room 565 on weekdays between 3 November 2009 and 25 November 2009, 12:00 to 2:00 PM,

- sign the “Confidentiality Obligation” by duly authorised representatives of the interested parties.

The person responsible for handing over the above mentioned documents is:

– Ms. Dominika Wójcicka, room 565, phone (022) 695 82 38.

Parties interested in the purchase of the Shares of Zakłady Przemysłu Dziewiarskiego LIDO Sp. z o.o. with registered office in Łódź may be authorised to examine Company documents. To obtain the authorisation, interested parties shall be required to:

- by 10 November 2009, file a request for permission to examine Company documents with the Department of Ownership Supervision and Privatisation IV at the Ministry of Treasury (room 553, fax: (22) 695 87 09). Requests shall be submitted along with a proof of funds or a proof of creditworthiness confirming that the entity has sufficient funds to pay the required bid security or is eligible for a loan to obtain such funds.

Proof of funds or a proof of creditworthiness must be issued after 30 June 2009 by the Bank or the Credit Union which holds the account of the interested party.

- sign a document titled “Confidentiality Obligation”

The Minister of Treasury shall have the right to authorise inspection of the documents relating to the Company by entities whose applications were filed after 10 November 2009.

IV.

42.437 of ordinary registered shares of series “A” for one buyer, of a nominal value of PLN 20.00 each, constituting 33,28% of the share capital of the company Przedsiębiorstwo Przemysłu Ziemniaczanego S.A. w Niechlowie, ul. Przemysłowa 8, 56-215 Niechlów, hereinafter referred to as the “Company”.

The core product manufactured by the Company is potato starch (flour). The Company also manufactures starch modifiers and potato protein.

The starting price for the stake is PLN 6.365.550,00. The starting price for one share is PLN 150,00.

The minimum bidding increment for the entire stake of shares is PLN 32.000,00 (say: thirty two thousand zloty).

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

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

In the case when the purchase of shares requires:

1) the decision of the President of the Office of Competition and Consumer Protection (UOKiK) on the absence of 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 the 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 636.555,00 (say: six hundred and thirty six thousand five hundred and fifty five zloty), 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 25 November 2009.

Entities interested in the purchase of shares of Przedsiębiorstwo Przemysłu Ziemniaczanego S.A. w Niechlowie through a publicly announced auction may obtain, for a fee, the “Information Memorandum” containing information about the Company.

For this purpose, interested parties are required to:

- approach the headquarters of the Ministry of Treasury, room 570 on weekdays between 3 November 2009 and 25 November 2009, 12:00 to 2:00 PM,

- sign the “Confidentiality Obligation” by duly authorised representatives of the interested parties.

The person responsible for handing over the above mentioned documents is:

– Ms. Paulina Warszewska, room 570, phone (022) 695 83 11.

Applications for participating in the auction must be made in the Polish language and must 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 the details of the bank account to which the bid security is to be refunded;

4) If the entity responding to the invitation is a natural person, applications must include:

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. The certificate must submitted in original 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 responding to the invitation is a legal person, applications must include:

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, along with a duly executed power of attorney;

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

6) declaration stating that the entity interested in participating 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, excluding 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 participating 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 participating in the auction must be certified by a Consulate/the Embassy of the Republic of Poland in the country where the entity interested in participating in the auction has its registered office, unless otherwise specified by applicable provisions of law.

Applications for the auction must 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 25 November 2009.

A respective inscription must be placed on the envelope:

“Application to participate in the auction for the purchase of shares of the company Zakłady Sieci Rybackich S.A. with registered office in Korsze – Do not open”

“Application to participate in the auction for the purchase of shares of the company Zakłady Przemysłu Cukierniczego SKAWA S.A. with registered office in Wadowice – Do not open”

“Application to participate in the auction for the purchase of shares of the company Zakłady Przemysłu Dziewiarskiego LIDO Sp. z o.o. with registered office in Łódź – Do not open”

“Application to participate in the auction for the purchase of shares of the company Przedsiębiorstwo Przemysłu Ziemniaczanego S.A. w Niechlowie with registered office in Niechlów – Do not open”

Applications to participate in the auction will not be accepted when filed after the expiry of the stipulated date and/or if no inscription, as indicated above, has been placed on the envelope.

The auction will commence on 30 November 2009 at 12:00 noon, 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:

SHARE PURCHASE AGREEMENT

NO. MSP/.......................................................

FOR THE PURCHASE OF SHARES OF

Spółki 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. ..................................., hereinafter referred to as the “Seller”

and

(where the buyer is a legal person)

.............................................................. (company/name of the buyer) with the registered office in ........................., at ul. ....................., ................................., entered into the Register of Entrepreneurs kept by the District Court for ................................. in ..............................., ...... Commercial Division of the National Court Register under KRS No. ................................, represented by ........................................, authorised to represent the Buyer in accordance with the enclosed transcript from the Register (or 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), constituting Appendix 1 hereto, hereinafter referred to as the “Buyer”.

(where the buyer is a natural person)

......................................................................................(names and surname), residing in ..................................... at ul. ......................................, holder of the ID card of series .......... no. ................................. (and in the event that the natural person is engaged in economic activity, the entry in the economic activity records under the number ............................ kept by ......................................................., in accordance with the certificate of entry in the economic activity records, constituting Appendix 1 hereto), hereinafter referred to as the “Buyer”.

The Seller and the Buyer are hereinafter collectively 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, of nominal value of PLN 5.00 (say: five zloty) each, constituting 100% of the share capital of the company under the business name of Zakłady Sieci Rybackich S.A. with registered office in Korsze, entered into the Register of Entrepreneurs kept by the District Court in Olsztyn, 8^th Commercial Division of the National Court Register under KRS No. 0000036687, hereinafter referred to as the “Company”. The Seller reserves the right to transfer, free of charge, 109,500 (say: one hundred and nine thousand five hundred) shares with a nominal value of PLN 5.00 (say: five zloty) each, constituting 15% of the Company’s share capital, to eligible employees of the Company. Company’s transcript from the register of entrepreneurs constitutes Appendix 2 hereto;

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 placed the highest bid during auction no. ........................., for the purchase of 620.500 (say: six hundred and twenty thousand five hundred) ordinary registered shares of series “A” with numbers from 000000001 to 000620500 owned by the Treasury, constituting 85% of the share capital in the company operating under the business name of Zakłady Sieci Rybackich S.A. with registered office in Korsze, hereinafter referred to as the “Shares”, carried out in accordance with applicable laws;

The Parties have mutually agreed as follows:

[

§ 1

1. The Seller sells, and the Buyer buys the Shares.

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

3. Total Share purchase price shall be PLN ........... (say: ...........), and shall be calculated as the product of the Price per Share multiplied by the number of Shares purchased by the Buyer.

§ 2

1. The Seller confirms that the Buyer has paid the amount specified in § 1(3) of the Agreement, reduced by the security in the amount of PLN 898.688,00 (say: eight hundred and ninety eight thousand six hundred and eighty eight zloty), paid by means of bank transfer to the account of the Ministry of Treasury no. 03 1010 1010 0025 1213 3920 0000, kept by the National Bank of Poland, Regional Branch in Warsaw.

2. The Seller hereby confirms the receipt of the amount constituting the total Share purchase price.

§ 3

1. The shares shall be transferred by the Seller to the Buyer at the date of conclusion of this Agreement by handing over multiple-share certificates along with the Seller’s declaration on transfer of Shares to the Buyer with all rights and obligations arising therefrom, constituting Appendix 3 hereto.

2. Upon conclusion of this Agreement, the Buyer shall be obliged to promptly notify the Company’s Management Board 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 that a relevant entry be made in the Company’s Shareholders Register.

§ 4

1. The Buyer represents that the conclusion of this Agreement by the Buyer does not violate the 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, made or submitted by or on behalf of the Seller.

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 otherwise pursue with respect to nondisclosure of substantive information concerning the Company’s legal, financial and economic standing.

4. The Buyer agrees to purchase the shares not acquired by eligible employees of the Company on a free of charge basis (hereinafter referred to as the “Remaining Shares”) immediately upon the expiry of the right 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 purchased by the Buyer 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 a single Share as at the end of the financial year of the Company preceding the sale of the Remaining Shares.

§ 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 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 address of:

the Seller: the Buyer:

Ministry of Treasury ...............................

ul. Krucza 36/ Wspólna 6

00-522 Warsaw

6. 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 obligation is neglected, notifications and communications sent to the former address shall be considered to have been delivered.

Signed by:

The Seller: The Buyer:

Hereby also acknowledging the

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 representation concerning the Transfer of Shares.

Appendix 3

to the Share Purchase Agreement

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

SELLER’S REPRESENTATION CONCERNING THE TRANSFER OF SHARES

I, the undersigned, acting pursuant to the Article 339 of the Code of Commercial Companies, hereby transfer 620,500 ordinary registered shares of the series “A”, numbers 000000001 to 000620500, with the nominal value of PLN 5.00 (say: five zloty) each, constituting 85% of the share capital of the company operating under the business name of Zakłady Sieci Rybackich S.A.with the registered office in Korsze, along with all rights and obligations arising therefrom to ..................

Minister of Treasury

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

II.

Share Purchase Agreement:

SHARE PURCHASE AGREEMENT

NO. MSP/.......................................................

FOR THE PURCHASE OF SHARES OF

Zakłady Przemysłu Cukierniczego SKAWA S.A.

with registered office in Wadowice

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

and

(where the buyer is a legal person)

(where the buyer is a natural person)

The Seller and the Buyer are hereinafter collectively referred to as the “Parties”, and each of them individually as a “Party”.

Whereas:

1. The Seller owns 106.330 (say: one hundred and six thousand three hundred and thirty) shares with nominal value of PLN 100.00 (say: one hundred zloty) each, constituting 31,18% of the share capital of the company Zakłady Przemysłu Cukierniczego SKAWA S.A. with registered office in Wadowice, entered into the Register of Entrepreneurs kept by the District Court for Kraków Śródmieście, 12^th Commercial Division of the National Court Register under KRS No. 0000148701, hereinafter referred to as the “Company”. Company’s transcript from the register of entrepreneurs constitutes Appendix 2 hereto;

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 placed the highest bid during auction no. ........................., for the purchase of 106,330 (say: one hundred and six thousand three hundred and thirty) ordinary registered shares of series “A” with numbers from 000336 to 000338, from 000567 to 000569, from 000601 to 000604, from 001496 to 001508, from 003979 to 003991, from 018707 to 125000, owned by the Treasury, constituting 31,18% of the share capital in the company operating under the business name of Zakłady Przemysłu Cukierniczego SKAWA S.A. with registered office in Wadowice, hereinafter referred to as the “Shares”, carried out in accordance with applicable laws;

The Parties have mutually agreed as follows:

§ 1

1. The Seller sells, and the Buyer buys the Shares.

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

3. Total Share purchase price shall be PLN ........... (say: ...........), and shall be calculated as the product of the Price per Share multiplied by the number of Shares purchased by the Buyer.

§ 2

1. The Seller confirms that the Buyer has paid the amount specified in § 1(3) of the Agreement, reduced by the security in the amount of PLN797.475,00 (say: seven hundred and ninety seven thousand four hundred and seventy five zloty), paid by means of a bank transfer to the account of the Ministry of Treasury no. 03 1010 1010 0025 1213 3920 0000, kept by the National Bank of Poland, Regional Branch in Warsaw.

2. The Seller hereby confirms the receipt of the amount constituting the total Share purchase price.

§ 3

2. Upon conclusion of this Agreement, the Buyer shall be obliged to promptly notify the Company’s Management Board 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 that a relevant entry be made in the Company’s Shareholders Register.

§ 4

1. The Buyer represents that the conclusion of this Agreement by the Buyer does not violate the 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, made or submitted by or on behalf of the Seller.

§ 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 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 address of:

the Seller: the Buyer:

Ministry of Treasury ...............................

ul. Krucza 36/ Wspólna 6

00-522 Warsaw

Signed by:

The Seller: The Buyer:

Hereby also acknowledging the

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 representation concerning the Transfer of Shares.

Appendix 3

to the Share Purchase Agreement

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

SELLER’S REPRESENTATION CONCERNING THE TRANSFER OF SHARES

I, the undersigned, acting pursuant to the Article 339 of the Code of Commercial Companies, hereby transfer 106,330 ordinary registered shares of series “A”, with numbers from 000336 to 000338, from 000567 to 000569, from 000601 to 000604, from 001496 to 001508, from 003979 to 003991, from 018707 to 125000, with the nominal value of PLN 100.00 (say: one hundred zloty) each, constituting 31.18% of the share capital of the company operating under the business name of Zakłady Przemysłu Cukierniczego SKAWA S.A.with the registered office in Wadowice, along with all rights and obligations arising therefrom to ..................

Minister of Treasury

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

III.

Share Purchase Agreement:

SHARE PURCHASE AGREEMENT

NO. MSP/.......................................................

FOR THE PURCHASE OF SHARES OF

Zakłady Przemysłu Dziewiarskiego LIDO Sp. z o.o.

with registered office in Łódź

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

and

(where the buyer is a legal person) *

(where the buyer is a natural person) *

The Seller and the Buyer are hereinafter collectively referred to as the “Parties”, and each of them individually as a “Party”.

Whereas:

1. The Seller owns 2.960 (say: two thousand nine hundred and sixty) shares with nominal value of PLN 500.00 (say: five hundred zloty) each, constituting 100% of the share capital of the company Zakłady Przemysłu Dziewiarskiego LIDO Sp. z o.o. with registered office in Łódź, entered into the Register of Entrepreneurs kept by the District Court for Łódź‑Śródmieście in Łódź, 20^th Commercial Division of the National Court Register under KRS No. 0000130197, hereinafter referred to as the “Company”. The Seller reserves the right to transfer, free of charge, 279 (say: two hundred and seventy nine) shares with a nominal value of PLN 500,00 (say: five hundred zloty) each, constituting 9.43% of the Company’s share capital, to eligible employees of the Company. Company’s transcript from the register of entrepreneurs constitutes Appendix 2 hereto;

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 placed the highest bid during auction no. ........................., for the purchase of 2.681 (say: two thousand six hundred and eighty one) shares owned by the Treasury, constituting 90,57% of the share capital in the company operating under the business name of Zakłady Przemysłu Dziewiarskiego LIDO Sp. z o.o. with registered office in Łódź, hereinafter referred to as the “Shares”, carried out in accordance with applicable laws;

The Parties have mutually agreed as follows:

[

§ 1

1. The Seller sells, and the Buyer buys the Shares.

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

3. Total Share purchase price shall be PLN ........... (say: ...........), and shall be calculated as the product of the Price per Share multiplied by the number of Shares purchased by the Buyer.

§ 2

1. The Seller confirms that the Buyer has paid the amount specified in § 1(3) of the Agreement, reduced by the security in the amount of PLN1.083.124,00 (say: one million eighty three thousand one hundred and twenty four zloty), paid by means of bank transfer to the account of the Ministry of Treasury no. 03 1010 1010 0025 1213 3920 0000, kept by the National Bank of Poland, Regional Branch in Warsaw.

2. The Seller hereby confirms the receipt of the amount constituting the total Share purchase price.

§ 3

1. The shares shall be transferred by the Seller to the Buyer at the date 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 promptly notify the Company’s Management Board 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 that a relevant entry be made in the Company’s Shareholders Register.

§ 4

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

§ 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 of this Agreement shall be borne by the Buyer.

3. All changes to this Agreement shall be made in writing, with signatures confirmed by a notary public, 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 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.

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

IV.

Share Purchase Agreement:

SHARE PURCHASE AGREEMENT

NO. MSP/.......................................................

FOR THE PURCHASE OF SHARES OF

Przedsiębiorstwo Przemysłu Ziemniaczanego S.A. w Niechlowie

with registered office in Niechlów

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

and

(where the buyer is a legal person)

(where the buyer is a natural person)

The Seller and the Buyer are hereinafter collectively referred to as the “Parties”, and each of them individually as a “Party”.

Whereas:

1. The Seller owns 42.437 (say: forty two thousand four hundred and thirty seven) ordinary registered shares series “A” with numbers from 07591 to 07637, from 10681 to 10740, from 11371 to 11400, from 11911 to 11940, from 12571 to 12600, from 13621 to 13650, from 15931 to 15960, from 17821 to 18000, from 18001 to 60000 of nominal value of PLN 20,00 (say: twenty zloty) each, constituting 33.28% of the share capital of the company Przedsiębiorstwo Przemysłu Ziemniaczanego S.A. w Niechlowie with registered office in Niechlów, hereinafter referred to as the “Shares”, entered into the Register of Entrepreneurs kept by the District Court for Wrocław-Fabryczna in Wrocław, 9^th Commercial Division of the National Court Register under KRS No. 0000090422, hereinafter referred to as the “Company”. Company’s transcript from the register of entrepreneurs constitutes Appendix 2 hereto;

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 placed the highest bid during auction no. ........................., for the purchase of 42.437 (say: forty two thousand four hundred and thirty seven) ordinary registered shares series “A” with numbers from 07591 to 07637, from 10681 to 10740, from 11371 to 11400, from 11911 to 11940, from 12571 to 12600, from 13621 to 13650, from 15931 to 15960, from 17821 to 18000, from 18001 to 60000 owned by the Treasury in the company operating under the business name of Przedsiębiorstwo Przemysłu Ziemniaczanego S.A. w Niechlowie with registered office in Niechlów, carried out in accordance with applicable laws;

The Parties have mutually agreed as follows:

§ 1

1. The Seller sells, and the Buyer buys the Shares.

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

3. Total Share purchase price shall be PLN ........... (say: ...........), and shall be calculated as the product of the Price per Share multiplied by the number of Shares purchased by the Buyer.

§ 2

1. The Seller confirms that the Buyer has paid the amount specified in § 1 (3) of the Agreement, reduced by the security in the amount of PLN636.555,00 (say: six hundred and thirty six thousand five hundred and fifty five zloty), paid by means of bank transfer to the account of the Ministry of Treasury no. 03 1010 1010 0025 1213 3920 0000, kept by the National Bank of Poland, Regional Branch in Warsaw.

2. The Seller hereby confirms the receipt of the amount constituting the total Share purchase price.

§ 3

2. Upon conclusion of this Agreement, the Buyer shall be obliged to promptly notify the Company’s Management Board 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 that a relevant entry be made in the Company’s Shareholders Register.

§ 4

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

§ 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 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 address of:

the Seller: the Buyer:

Ministry of Treasury ...............................

ul. Krucza 36/ Wspólna 6

00-522 Warsaw

Signed by:

The Seller: The Buyer:

Hereby also acknowledging the

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 representation concerning the Transfer of Shares.

Appendix 3

to the Share Purchase Agreement

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

SELLER’S REPRESENTATION CONCERNING THE TRANSFER OF SHARES

I, the undersigned, acting pursuant to the Article 339 of the Code of Commercial Companies, hereby transfer 42.437 ordinary registered shares series “A” with numbers from 07591 to 07637, from 10681 to 10740, from 11371 to 11400, from 11911 to 11940, from 12571 to 12600, from 13621 to 13650, from 15931 to 15960, from 17821 to 18000, from 18001 to 60000 of a nominal value of PLN 20.00 (say: twenty zloty) each, constituting 33,28% of the share capital of the company operating under the business name of Przedsiębiorstwo Przemysłu Ziemniaczanego S.A. w Niechlowie with the registered office in Niechlów, along with all rights and obligations arising therefrom to ..................

Publication date : 03.11.2009

Published by : Aleksandra Karpowicz
Author : Public Relations Office

Statystyka strony: 547 wizyt

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