The Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the Treasury, pursuant to Article 31a, 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 Selling Treasury Shares (Journal of Laws No. 34, item 264) hereby invites all interested parties to participate in an auction to purchase:

 

I.          

4,975 shares for one buyer, of a nominal value of PLN 50.00 each, constituting 9.21% of the share capital of the company Przedsiębiorstwo Handlowo-Usługowe „Agroma” Wałcz Sp. z o.o. with registered office in Wałcz, ul. Budowlanych 1 B, 78-600 Wałcz, hereinafter referred to as the “Company”.

 

The starting price for the stake of 4,975 shares is PLN 299,345.75 (two hundred and ninety-nine thousand three hundred and forty-five zloty seventy-five groszy).The starting price for one share is PLN 60.17 (sixty zloty seventeen groszy).

The minimum bidding increment for the entire stake of 4,975 shares is PLN 1,496.73 (one thousand four hundred and ninety-six zloty seventy-three groszy).

If no further bids are placed by the bidders, subsequent calls of the highest bid shall be made every one minute.

The business activity of the Company is among others: other retail sale in non-specialized stores, wholesale of motor vehicles, retail sale of motor vehicles.

The Share Purchase Agreement will be concludedwith the entity which placed the highest bid, 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, held with the National Bank of Poland (NBP), 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

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 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 29,934.57 (twenty-nine thousand nine hundred and thirty-four zloty fifty-seven groszy), which corresponds to 10% of the starting price for the entire stake of shares, shall be paid by bank transfer to the account of the Ministry of Treasury,held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no.13 1130 1017 0019 9426 2520 0007, by 26 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 highest bidder decides not to participate in the auction after the date for submitting applications has passed.

II.                             

2,878 shares for one buyer, of a nominal value of PLN 50.00each, constituting 4.80% of the share capital of the company ZakładSzlifierek „PONAR-ŁÓDŹ” Sp. z o.o. with registered office in Łódź, ul. Swojska 4, 91-342 Łódź, hereinafter referred to as the “Company”.

The starting price for the stake of 2,878 shares is PLN 269,236.90 (two hundred and sixty-nine thousand two hundred and thirty-six zloty ninety groszy). The starting price for one share is PLN 93.55 (ninety-three zloty fifty-five groszy).

The minimum bidding increment for the entire stake of 2,878 shares is PLN 1,346.00 (one thousand three hundred and forty-six zloty).

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

The Company’s business activity is manufacture of machine tools and mechanical tools, except for the service activity, as well as the service activity in scope of installation, repair and maintenance of machine tools and mechanical tools.

The Share Purchase Agreement will be concludedwith the entity which placed the highest bid, 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, held with the National Bank of Poland (NBP), 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

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 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 26,923.69 (twenty-six thousand nine hundred and twenty-three zloty sixty-nine groszy), which corresponds to 10 % of the starting price for the entire stake of shares, shall be paid by bank transfer to the account of the Ministry of Treasury,held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007, by 26 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 highest bidder decides not to participate in the auction after the date for submitting applications has passed.

III.                          

6,443 of ordinary bearer shares (series “A”) for one buyer, of a nominal value of PLN 3.20 each, constituting 0.06% of the share capital of the company “WIEK” S.A. with registered office in Cracow, ul. Romanowicza 2, 30-702 Kraków, hereinafter referred to as the “Company”.

The starting price for the stake of 6,443 shares is PLN 1,481.89 (one thousand four hundred eighty-one zloty and eighty-nine groszy). The starting price for one share is, after rounding, PLN 0.23 (twenty-three groszy).

The minimum bidding increment for the entire stake of 6,443 shares is PLN 7.41 (seven zloty and forty-one groszy).

If no further bids are placed by the bidders, subsequent calls of the highest bid shall be made every one minute.

The Company’s business activity is wholesale of computers, peripheral equipment and software, financial agency, construction of residential and commercial properties, as well as other wholesale.

The Share Purchase Agreement will be concludedwith the entity which placed the highest bid, 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, held with the National Bank of Poland (NBP), 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

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 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 148.18 (one hundred and forty-eight zloty eighteen groszy), which corresponds to 10% of the starting price for the entire stake of shares shall be paid by bank transfer to the account of the Ministry of Treasuryheld with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007, by 26 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 highest bidder decides not to participate in the auction after the date for submitting applications has passed.

IV.                           

187,220 ordinary bearer shares (series “A”) for one buyer, of a nominal value of PLN 10.00 each, constituting 3.34% of the share capital of the company ZM „SILESIA” S.A. with registered office in Katowice, ul. Konduktorska 8, 40-155 Katowice, hereinafter referred to as the “Company”.

The starting price for the stake of 187,220 shares is PLN 3,196,950.00 (three million one hundred and ninety-six thousand nine hundred and fifty zloty). The starting price for one share is PLN 17.0759 (seventeen zloty 759/10000 groszy).

The minimum bidding increment for the entire stake of 187,220 shares is PLN 16,000.00 (sixteen thousand zloty).

If no further bids are placed by the bidders, subsequent calls of the highest bid shall be made every one minute.

The business activity of the Company is among others manufacture of products made of zinc and zinc alloys, trade in the company’s objects of activity, wholesale of waste and scrap, other specialised wholesale, other non-specialised wholesale, generation of heat power, heat distribution, electric energy distribution, water distribution services, erection of roof covering and frames, renting of construction or demolition equipment with operator, hire of trucks with driver, letting of own property.

 

The Share Purchase Agreement will be concludedwith the entity which placed the highest bid, 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, held with the National Bank of Poland (NBP), 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

-        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 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 319,695.00 (three hundred and nineteen thousand six hundred and five zloty), which corresponds to 10% of the starting price for the entire stake of shares, shall be paid by bank transfer to the account of the Ministry of Treasuryheld with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007, by 26 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 highest bidder decides not to participate in the auction after the date for submitting applications has passed.

V.                              

One share for one buyer, of a nominal value of PLN 481,881.26, constituting 8.95% of the share capital of the company Zakłady Pomiarowo-Badawcze Energetyki „Energopomiar” spółka z ograniczoną odpowiedzialnością with registered office in Gliwice, ul. Gen. J.Sowińskiego 3, 44-100 Gliwice, hereinafter referred to as the “Company”.

The starting price for the share is PLN 2,529,877.00 (two million five hundred and twenty-nine thousand eight hundred and seventy-seven zloty).

The minimum bidding increment for the share is PLN 12,650.00 (twelve thousand six hundred and fifty zloty).

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

 

The business activity of the Company is, among others, service activity in scope of installation, repair and maintenance of steam generators, engines and turbines of electric motors, generators and transformers, electricity distribution and control apparatus, industrial process control equipment, research on: technical, biological and environmental, forestry, agricultural, and veterinary sciences, architectural, urban and technological design.

 

The Share Purchase Agreement will be concludedwith the entity which placed the highest bid, within up to 5 working days from the date of payment of the full purchase price of the share, 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, held with the National Bank of Poland (NBP), Branch in Warsaw.

 

Payment must be made in full within 5 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 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 share.

The bid security of PLN 253,024.47 (two fifty three thousand twenty four zloty fourte-seven groszy), which corresponds to 10% of the starting price for the share, shall be paid by bank transfer to the account of the Ministry of Treasuryheld with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no.13 1130 1017 0019 9426 2520 0007, by 26 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 highest bidder decides not to participate in the auction after the date for submitting applications has passed.

 

An application 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 responding to the invitation 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 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:

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 certified 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 26 November 2009.

A respective inscription should be placed on the envelope:

„Zgłoszenie do udziału w aukcji dotyczącej nabycia udziałów spółki Przedsiębiorstwo Handlowo-Usługowe „Agroma” Wałcz Sp. z o.o. z siedzibą w Wałczu – Nie otwierać” (Application to participate in the auction for the purchase of shares of the company Przedsiębiorstwo Handlowo-Usługowe „Agroma” Wałcz Sp. z o.o. with registered office in Wałcz – Do not open).

 „Zgłoszenie do udziału w aukcji dotyczącej nabycia udziałów spółki Zakład Szlifierek „PONAR-ŁÓDŹ” Sp. z o.o. z siedzibą w Łodzi – Nie otwierać” (Application to participate in the auction for the purchase of shares of the company Zakład Szlifierek „PONAR-ŁÓDŹ” Sp. z o.o. with registered office in Łódź – Do not open).

„Zgłoszenie do udziału w aukcji dotyczącej nabycia akcji spółki „WIEK” S.A. z siedzibą w Krakowie – Nie otwierać” (Application to participate in the auction for the purchase of shares of the company „WIEK” S.A. with registered office in Cracow – Do not open).

„Zgłoszenie do udziału w aukcji dotyczącej nabycia akcji spółki ZM „SILESIA” S.A. z siedzibą w Katowicach – Nie otwierać” (Application to participate in the auction for the purchase of shares of the company ZM „SILESIA” S.A. with registered office in Katowice – Do not open).

„Zgłoszenie do udziału w aukcji dotyczącej nabycia udziału spółki Zakłady Pomiarowo-Badawcze Energetyki „Energopomiar” sp. z o.o. z siedzibą w Gliwicach – Nie otwierać”.(Application to participate in the auction for the purchase of shares of the company Zakłady Pomiarowo-Badawcze Energetyki „Energopomiar” sp. z o.o. with registered office in Gliwice – 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 1 December 2009 at 10.00 AM in room 116 at the Ministry of Treasury, Warsaw, ul. Krucza 36/Wspólna 6.

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.

Texts of the Share Purchase Agreements:

I.                               

SHARE PURCHASE AGREEMENT

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

 

concerning the purchase of shares of the Company

Przedsiębiorstwo Handlowo-Usługowe „Agroma” Wałcz Sp. z o.o.

with registered office in Wałcz

 

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

 

(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 4,975 (four thousand nine hundred and seventy-five) shares, of a nominal value of PLN 50.00 (fifty zloty) each, constituting 9.21% of the share capital of the company Przedsiębiorstwo Handlowo-Usługowe „Agroma” Wałcz Sp. z o.o. with registered office in Wałcz, entered into the Register of Entrepreneurs maintained by the District Court in Koszalin, Commercial Division IX of the National Court Register, under KRS number 0000090200, hereinafter referred to as the “Company”,

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 4,975 (four thousand nine hundred and seventy-five) shares, constituting 9.21% of the share capital of the Treasury in the Company Przedsiębiorstwo Handlowo-Usługowe „Agroma” Wałcz Sp. z o.o. with registered office in Wałcz,hereinafter referred to as the “Shares”, 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 ............... (............................... 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 .................... (.................. zloty), paid 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 upon conclusion of this Agreement. All rights and obligations arising from obtaining the shares shall be assigned and delegated to the Buyer respectively.

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 purchase of the Shares, as well as to submit a request to make a relevant entry in the Company’s Shareholders’ Register. 

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, with signatures authenticated 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 (with return receipt requested) 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. If any of the Parties fails to inform the other Party as required, the notifications and communications sent to the former address shall be deemed delivered.

 

Signed by:

The Seller:                                                                  The Buyer:

 

 

Annexes:

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.      Transcript from the Register of Entrepreneurs kept by the National Court Register.

 

II.                             

SHARE PURCHASE AGREEMENT

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

 

concerning the purchase of shares of the Company

Zakład Szlifierek „PONAR-ŁÓDŹ” 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

 

(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 2,878 (two thousand eight hundred and seventy-eight) shares, of a nominal value of PLN 50.00 (fifty zloty) each, constituting 4.80% of the share capital of the company Zakład Szlifierek „PONAR-ŁÓDŹ” Sp. z o.o. with registered office in Łódź, entered into the Register of Entrepreneurs maintained by the District Court for Łódź-Śródmieście in Łódź, Commercial Division XII of the National Court Register, under KRS number 0000003198, hereinafter referred to as the “Company”,

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 2,878 (two thousand eight hundred and seventy-eight) shares, constituting 4.80% of the share capital of the Treasury in the Company Zakład Szlifierek „PONAR-ŁÓDŹ” Sp. z o.o. with registered office in Łódź, hereinafter referred to as the “Shares”, 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 ............... (............................... 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

2.      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 ............... (.................... zloty), paid 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.

1.      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. All rights and obligations arising from obtaining the shares shall be assigned and delegated to the Buyer respectively.

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 purchase of the Shares, as well as to submit a request for making a relevant entry in the Company’s Shareholders’ Register.

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

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 (if the object of sale is shares – all changes to this Agreement must be in writing, with signatures authenticated 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 (with return receipt requested) 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. If any of the Parties fails to inform the other Party as required, the notifications and communications sent to the former address shall be deemed delivered.

 

Signed by:

The Seller:                              The Buyer:

 

 

Annexes:

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.      Transcript from the Register of Entrepreneurs kept by the National Court Register.

 

 

III.                                      

SHARE PURCHASE AGREEMENT

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

 

concerning the purchase of shares of the Company

„WIEK” S.A. with registered office in Cracow

 

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

 

(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 6,443 (six thousand four hundred and forty three) ordinary bearer shares (series “A”) numbered from 000893558 to 000900000, of a nominal value of PLN 3.20 (three zloty and twenty groszy) each, constituting 0.06% of the share capital of the company „WIEK” S.A. with registered office in Cracow, entered into the Register of Entrepreneurs maintained by the District Court in Częstochowa, Commercial Division XVII of the National Court Register District Court for Kraków-Śródmieście in Cracow under KRS number 0000050427, hereinafter referred to as the “Company”. The Company’s transcript from the Register of Entrepreneurs is attached hereto as Annex 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 6,443 (six thousand four hundred and forty three) ordinary bearer shares (series “A”) numbered from 000893558 to 000900000, constituting 0.06% of the share capital of the Treasury in the company „WIEK” S.A. with registered office in Cracow, hereinafter referred to as the “Shares”, 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 ............... (............................... 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 .......... (......................... złotych), paid 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 upon conclusion of this Agreement by handing over by the Seller to the Buyer a multiple share certificate and a declaration (Annex No. 3 hereto) of transfer of the shares by the Seller to the Buyer along with all the 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 purchase of the Shares, as well as to submit a request to make a relevant entry in the Company’s Shareholders’ Register. 

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 (with return receipt requested) 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. If any of the Parties fails to inform the other Party as required, the notifications and communications sent to the former address shall be deemed delivered.

 

Signed by:

The Seller:                                                                  The Buyer:

(also confirming receipt of multiple share certificates)

 

Annexes:

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.      Transcript from the Register of Entrepreneurs kept by the National Court Register.

3.      Seller’s Declaration Regarding the Transfer of Shares.

 

Annex No. .....

to the Share Purchase Agreement

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

 

SELLER’S DECLARATION REGARDING THE TRANSFER OF SHARES

I, the undersigned, acting pursuant to Article 339 of the Code of Commercial Companies, hereby transfer 6,443 (six thousand four hundred and forty three) ordinary bearer shares (series “A”) numbered from 000893558 to 000900000, of a nominal value of PLN 3.20 (three zloty and twenty groszy) each, constituting 0.06% of the share capital of the company „WIEK” S.A. with registered office in Cracow, along with all the rights and obligations arising therefrom, for the benefit of ........................................................................................... .

 

Minister of Treasury

 

IV.                         

SHARE PURCHASE AGREEMENT

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

 

concerning the purchase of shares of the Company

ZM „SILESIA” S.A. with registered office in Katowice

 

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

 

(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 187,220 (one hundred and eighty-seven thousand two hundred and twenty) ordinary bearer shares (series “A”) numbered from 003228661 to 003228870, from 003230441 to 003230610, from 003231051 to 003231470, from 003231911 to 003233180, from 003233621 to 003235310, from 003236541 to 003240000, from 003420001 to 003600000, of a nominal value of PLN 10.00 (ten zloty) each, constituting 3.34% of the share capital of the company ZM „SILESIA” S.A. with registered office in Katowice, entered into the Register of Entrepreneurs maintained by the District Court for Katowice-Wschód in Katowice, Commercial Division VIII of the National Court Register, under KRS number 0000032784, hereinafter referred to as the “Company”. The Company’s transcript from the Register of Entrepreneurs is attached hereto as Annex 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 187,220 (one hundred and eighty-seven thousand two hundred and twenty) ordinary bearer shares (series “A”) of the Treasury, numbered from 003228661 to 003228870, from 003230441 to 003230610, from 003231051 to 003231470, from 003231911 to 003233180, from 003233621 to 003235310, from 003236541 to 003240000, from 003420001 to 003600000, of a nominal value of PLN 10.00, constituting 3.34% of the share capital, hereinafter referred to as the “Shares”, in the Company ZM „SILESIA” S.A. with registered office in Katowice, 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 ............... (............................... 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 .......... (......................... złoty), paid 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 upon conclusion of this Agreement and upon ordering by the Seller the transfer of 187.220 ordinary bearer shares (series “A), numbered: from 003228661 to 003228870, from 003230441 to 003230610, from 003231051 to 003231470, from 003231911 to 003233180, from 003233621 to 003235310, from 003236541 to 003240000, from 003420001 to 003600000, of a nominal value of PLN 10.00 each, deposited at the securities deposit (hereinafter referred to as the “Deposit”) maintained by ........................... with registered office in .........................., address: .............................. (hereinafter referred to as the “Depositary”). Pursuant to Article 339 of the Code of Commercial Companies and Article 350 of the Civil Code, the transfer (handing over) to the Buyer of the Shares deposited at the Deposit maintained by the Depositary shall be made through the Depositary based on the Order attached hereto as Appendix No. 3.

2.    The Seller represents that the signing of this Agremeent shall be equivalent to the Seller ordering the Depositary to hand over to the Buyer the Shares referred to in section 1 and to register the transfer of the Shares to the Buyer in the Register of Securities maintained in the Deposit. The Share Transfer Order is attached hereto as Annex No. 3.

3     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 purchase of the Shares, as well as to submit a request to make a relevant entry in the Company’s Shareholders’ Register.

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 (with return receipt requested) 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. If any of the Parties fails to inform the other Party as required, the notifications and communications sent to the former address shall be deemed delivered.

Signed by:

The Seller:                              The Buyer:

 

 

Annexes:

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.    Transcript from the Register of Entrepreneurs kept by the National Court Register.

3.    Share Transfer Order.

 

Annex No. .....

to the Share Purchase Agreement

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

                                                                                                Dom Maklerski (Brockerage)

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

 

SHARE TRANSFER ORDER

In connection with the Agreement of ........................., concluded between the Treasury of the Republic of Poland, represented by the Minister of Treasury (the “Seller”), and ....................................................... (the “Buyer”), for the sale of 187,220 ordinary bearer shares (series “A), numbered: from 003228661 to 003228870, from 003230441 to 003230610, from 003231051 to 003231470, from 003231911 to 003233180, from 003233621 to 003235310, from 003236541 to 003240000, from 003420001 to 003600000, of a nominal value of PLN 10.00 (ten zloty) each, of the company ZM „SILESIA” S.A. with registered office in Katowice, deposited in the Dom Maklerski (Brokerage) .......................... in ...................... (the “Shares”), I hereby order the transfer of the Shares to the benefit of the Buyer by handing over the said Shares to the Buyer, and I hereby authorise Dom Maklerski (Brockerage) .......................... with registered office in ........................ address: ............................ to hand over the Shares.

The Depositary – the Dom Maklerski (Brockerage) .......................... with registered office in ........................ shall confirm the execution of this order by issuing a Certificate of Deposit to the Buyer’s name, confirming holding by the Buyer of the Shares at the deposit maintained by the Dom Maklerski (Brockerage) .......................... with registered office in ........................, as at the date of the Certificate.

                        The Minister of Treasury

 

 

V.                              

SHARE PURCHASE AGREEMENT

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

 

concerning the purchase of shares of the Company

Spółki Zakłady Pomiarowo-Badawcze Energetyki „Energopomiar” sp. z o.o.

with registered office in Gliwice

 

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

 

(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 1 (one) share of a nominal value of PLN 481,881.26 (four hundred eighty one thousand eight hundred and eighty-one zloty twenty-six groszy), constituting 8.95% of the share capital of the company Zakłady Pomiarowo-Badawcze Energetyki „Energopomiar” Sp. z o.o. with registered office in Gliwice, entered into the Register of Entrepreneurs maintained by the District Court in Gliwice, Commercial Division X of the National Court Register, under KRS number 000032279, hereinafter referred to as the “Company”. The Company’s transcript from the Register of Entrepreneurs is attached hereto as Annex No. 2.

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

3.      The Buyer has placed the highest bid in auction no. ....................... to sell 1 (one) share, constituting 8.95% of the share capital of the Treasury in the company Zakłady Pomiarowo-Badawcze Energetyki „Energoprojekt” sp. z o.o. with registered office in Gliwice, hereinafter referred to as the “Share”, 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 Share.

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

3.      The total purchase price of the Share shall be PLN ............... (.................................. zloty).

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 ............... (.............. złoty), paid 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 10101010 0025 1213 3920 0000.

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

Article 3

1.      The Share shall be transferred by the Seller to the Buyer upon conclusion of this Agreement. All rights and obligations arising from obtaining the Share shall be assigned and delegated to the Buyer respectively.

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 purchase of the Share immediately upon conclusion of this Agreement, as well as to submit a request to make a relevant entry in the Company’s Shareholders’ Register. 

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, with signatures authenticated 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 (with return receipt requested) 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. If any of the Parties fails to inform the other Party as required, the notifications and communications sent to the former address shall be deemed delivered.

 

Signed by:

The Seller:                                                                  The Buyer:

 

 

Annexes:

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.    Transcript from the Register of Entrepreneurs kept by the National Court Register.