I.    „SKINPOLEX” Sp. z o.o. with registered office in Bydgoszcz

II.        Przedsiębiorstwo Projektowania i Wyposażania Obiektów Przemysłowych „PROZEMAK” S.A. with registered office in Warsaw

III.      BiS – Sukces Sp. z o.o. with registered office in Lublin

IV.            ELMOR S.A. with registered office in Gdańsk

 

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 oral auction to purchase:

I.

143 shares for one buyer, of a nominal value of PLN 100.00 each, constituting 9.53% of the share capital of the company „SKINPOLEX” Sp. z o.o. with registered office in Bydgoszcz, ul. Przemysłowa 8, 85-758 Bydgoszcz, hereinafter referred to as the “Company”.

The starting price for the stake of 143 shares is PLN 166,453.43. The starting price for one share is PLN 1,164.01.

The minimum bidding increment for the entire stake of 143 shares is PLN 835.00
(say: eight hundred and thirty-five zloty).

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

The Company’s core business activity is the sale of skins from fur-bearing animals on intenrational auctions.

The Share Purchase Agreement will be concluded with 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 7 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 16,645.34 (sixteen thousand six hundred and forty-five zloty and thirty four groszy) which corresponds to 10% of the starting price for the entire stake of shares should 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 15 December 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 passed.

 

II.

13,000 ordinary bearer shares (series “A”) for one buyer of a nominal value of PLN 10.00each, constituting 10% of the share capital of the company Przedsiębiorstwo Projektowania i Wyposażania Obiektów Przemysłowych „PROZEMAK” S.A. with registered office in Warsaw, ul. Improwizacji 5, 01-992 Warsaw, hereinafter referred to as the “Company”.

The starting price for the stake of 13,000 shares is PLN 323,830.00. The starting price for one share is PLN 24.91.

The minimum bidding increment for the entire stake of 13,000 shares is PLN 1,620.00
(say: one thousand six hundred and twenty zloty).

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

The highest bidders will be obliged to purchase the shares on the terms and conditions set forth in the Share Purchase Agreement attached hereto.

The Company’s core business activities include the whoelesale of other machines and devices for water industry, trade and transportation and manufacture of kitchen furniture, as well as activites in scope of construction design, urban design, technological design and letting of own property.

The Share Purchase Agreement will be concluded with 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 7 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 32,383.00 (say: thirty two thousand three hundred and eighty-three zloty) which corresponds to 10% of the starting price for the entire stake of shares should 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 15 December 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 passed.

 

III.

61 shares for one buyer, of a nominal value of PLN 1,000.00 each, constituting 1.64% of the share capital of the company BiS-Sukces Sp. z o.o. with registered office in Lublin, ul. Krakowskie Przedmieście 26, 20-002 Lublin, hereinafter referred to as the “Company”.

The starting price for the stake of 61 shares is PLN 65,982.48. The starting price for one share is PLN 1,081.68.

The minimum bidding increment for the entire stake of 61 shares is PLN 330.00
(say: three hundred and thirty zloty).

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

The highest bidders will be obliged to purchase the shares on the terms and conditions set forth in the Share Purchase Agreement attached hereto.

The Company’s core business activities include real estate management and consultancy services.

The Share Purchase Agreement will be concluded with 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 7 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 6,598.24 (six thousand five hundred and ninety-eight zloty and twenty four groszy) which corresponds to 10% of the starting price for the entire stake of shares should 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 15 December 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 passed.

 

IV.

584,963 ordinary bearer shares (series “A”) for one buyer of a nominal value of PLN 1.00each, constituting 8.12% of the share capital of the company ELMOR S.A. with registered office in Gdańsk, ul. Wałowa 63, 80-858 Gdańsk, hereinafter referred to as the “Company”.

 

The starting price for the stake of 584,963 shares is PLN 1,327,866.01. The starting price for one share is PLN 2.27.

The minimum bidding increment for the entire stake of 584,963 shares is PLN 6,639.33
(say: six thousand six hundred and thirty-nine zloty and thirty-three groszy).

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

The highest bidders will be obliged to purchase the shares on the terms and conditions set forth in the Share Purchase Agreement attached hereto.

The Company’s core business activities include the production of voltage switchgear and controlgear, production of electric motors, dynamos and transformers, as well as electrical qeuipment not classified elsewhere.

The Share Purchase Agreement will be concluded with 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 7 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 132,786.60 (say: one hundred and thirty-two thousand seven hundred and eighty-six zloty and sixty groszy) which corresponds to 10% of the starting price for the entire stake of shares should 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 15 December 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 passed.

Auction applications 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.

Auction applications should be submittedin 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 15 December 2009.

The envelopes should be marked, respectively:

 

Zgłoszenie do udziału w aukcji dotyczącej nabycia udziałów spółki „SKINPOLEX” Sp. z o.o. z siedzibą w Bydgoszczy – Nie otwierać (Application to the auction for the purchase of shares of the company „SKINPOLEX” Sp. z o.o. with registered office in Bydgoszcz – Do not open).

Zgłoszenie do udziału w aukcji dotyczącej nabycia akcji spółki Przedsiębiorstwo Projektowania i Wyposażania Obiektów Przemysłowych „PROZEMAK” S.A. z siedzibą w Warszawie – Nie otwierać (Application to the auction for the purchase of shares of the company Przedsiębiorstwo Projektowania i Wyposażania Obiektów Przemysłowych „PROZEMAK” S.A. with registered office in Warsaw – Do not open).

„Zgłoszenie do udziału w aukcji, dotyczącej nabycia udziałów spółki BiS – Sukces Sp. z o.o. z siedzibą w Lublinie – Nie otwierać (Application to the auction for the purchase of shares of the company BiS – Sukces Sp. z o.o. with registered office in Lublin – Do not open).

Zgłoszenie do udziału w aukcji dotyczącej nabycia akcji spółki ELMOR S.A. z siedzibą w Gdańsku – Nie otwierać (Application to the auction for the purchase of shares of the company ELMOR S.A. with registered office in Gdańsk – 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 21 December 2009 at 10.00 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.

 

I.

The text of the Share Purchase Agreement:

 

SHARE PURCHASE AGREEMENT

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

concerning the purchase of shares of the Company

„SKINPOLEX” Sp. z o.o. with registered office in Bydgoszcz

 

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 143 (one hundred and forty-three) shares of a nominal value of PLN 100.00 (one hundred zloty) each, constituting 9.53% of the share capital of the company „SKINPOLEX” Sp. z o.o. with registered office in Bydgoszcz, hereinafter referred to as the “Shares”, entered into the Register of Entrepreneurs maintained by the District Court in Bydgoszcz, Commercial Division XIII of the National Court Register, under KRS number 0000065878, 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 143 shares, constituting 9.53% of the share capital of the Company „SKINPOLEX” Sp. z o.o. with registered office in Bydgoszcz, 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 16,645.34 (say: sixteen thousand six hundred and forty-five zloty and thirty-four groszy), 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 along with all the rights and obligations arising therefrom.

2.    Upon conclusion of this Agreement, the Buyer shall be obliged to immediately notify the Company’s Management Board in writing of conclusion of this Agreement and purchase of the Shares, as well as to submit a copy of the Agreement in order 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, 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.      Company’s Transcript from the Register of Entrepreneurs kept by the National Court Register.

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

 

II.

The text of the Share Purchase Agreement:

 

SHARE PURCHASE AGREEMENT

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

concerning the purchase of shares of the Company

„PROZEMAK” S.A. with registered office in Warsaw

 

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 13,000 (say: thirteen thousand) ordinary bearer shares (series “A”) of a nominal value of PLN 100.00 (one hundred zloty) each, constituting 10% of the share capital of the company Przedsiębiorstwo Projektowania i Wyposażania Obiektów Przemysłowych „PROZEMAK” S.A. with registered office in Warsaw, hereinafter referred to as the “Shares”, entered into the Register of Entrepreneurs maintained by the District Court for the capital city of Warsaw in Warsaw, Commercial Division XIII of the National Court Register, under KRS number 0000056281, 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 13,000 shares owned the Treasury, constituting 10% of the share capital of the Company Przedsiębiorstwo Projektowania i Wyposażania Obiektów Przemysłowych „PROZEMAK” S.A. with registered office in Warsaw, 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 PLN32,383.00 (say: thirty two thousand three hundred and eighty-three 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 along with all the rights and obligations arising therefrom.

2.    Upon conclusion of this Agreement, the Buyer shall be obliged to immediately notify the Company’s Management Board in writing of conclusion of this Agreement and purchase of the Shares, as well as to submit a copy of the Agreement in order 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, 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:                                               (also confirming receipt of multiple share                                                                     certificates)

 

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

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

3.      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 13,000 ordinary bearer shares (series “A”) numbered from 117001 to 130000, of a nominal value of PLN 10.00 (ten zloty) each, constituting 10% of the share capital of the company Przedsiębiorstwo Projektowania i Wyposażania Obiektów Przemysłowych „PROZEMAK” Spółka Akcyjna with registered office in Warsaw, along with all the rights and obligations arising therefrom, for the benefit of .............................................................................. .

 

Minister of Treasury

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

 

 

 

 

 

III.

The text of the Share Purchase Agreement:

 

SHARE PURCHASE AGREEMENT

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

concerning the purchase of shares of the Company

BiS-Sukces Sp. z o.o. with registered office in Lublin

 

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 61 (sixty one) shares of a nominal value of PLN 1,000.00 (one thousand zloty) each, constituting 1.64% of the share capital of the company BiS-Sukces Sp. z o.o. with registered office in Lublin, hereinafter referred to as the “Shares”, entered into the Register of Entrepreneurs maintained by the District Court in Lublin, Commercial Division XI of the National Court Register, under KRS number 0000105622, 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 61 shares, constituting 1.64% of the share capital of the Company BiS-Sukces Sp. z o.o. with registered office in Lublin, 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 6,598.24 (six thousand five hundred and ninety-eight zloty and twenty four groszy), 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 along with all the rights and obligations arising therefrom.

2.    Upon conclusion of this Agreement, the Buyer shall be obliged to immediately notify the Company’s Management Board in writing of conclusion of this Agreement and purchase of the Shares, as well as to submit a copy of the Agreement in order 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, 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.      Company’s Transcript from the Register of Entrepreneurs kept by the National Court Register.

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

 

IV.

The text of the Share Purchase Agreement:

 

SHARE PURCHASE AGREEMENT

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

concerning the purchase of shares of the Company

ELMOR S.A. with registered office in Gdańsk

 

concluded on ........................... in Gdańsk (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 584,963 (say: five hundred and eighty-four thousand nine hundred and sixty‑three) ordinary bearer shares (series “A”), numbered from 002724751 to 003308625, from 003336920 to 003337781, from 003351171 to 003351395 and 003892500, of a nominal value of PLN 1.00 (one zloty) each, constituting 8.12% of the share capital of the company ELMOR S.A. with registered office in Gdańsk, entered into the Register of Entrepreneurs maintained by the District Court for Gdańsk-Północ in Gdańsk, Commercial Division VII of the National Court Register, under KRS number 0000073929, 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 584,963 (say: five hundred and eighty-four thousand nine hundred and sixty‑three) ordinary bearer (series “A”), numbered from 002724751 to 003308625, from 003336920 to 003337781, from 003351171 to 003351395 and 003892500 shares owned the Treasury, constituting 8.12% of the share capital owned by the Treasury in the Company ELMOR S.A. with registered office in Gdańsk, 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 PLN132,786.60(say: one hundred and thirty two thousand seven hundred and eighty-six zloty and sixty groszy), paid by bank transfer to the account of the Ministry of Treasury held with the National Bank of Poland (NBP), Branch in Gdańsk, 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 along with all the rights and obligations arising therefrom.

2.    Upon conclusion of this Agreement, the Buyer shall be obliged to immediately notify the Company’s Management Board in writing of conclusion of this Agreement and purchase of the Shares, as well as to submit a copy of the Agreement in order 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, 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.      Company’s Transcript from the Register of Entrepreneurs kept by the National Court Register.

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

 

Annex No. 3

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 584,963 (say: five hundred and eighty-four thousand nine hundred and sixty‑three) ordinary bearer shares (series “A”) numbered from numbered from 002724751 to 003308625, from 003336920 to 003337781, from 003351171 to 003351395 and 003892500, of a nominal value of PLN 1.00 (say: one zloty) each, constituting 8.12% of the share capital of the company ELMOR S.A. with registered office in Gdańsk, along with all the rights and obligations arising therefrom, for the benefit of .............................................................................. .