The auction will commence on 15 January 2010 at 12:00 noon.

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, as amended), and pursuant to AGREEMENT No. MSP/POZ/00592/00/2009 concluded on 23 November 2009 in Warsaw between the Minister of Treasury, Bank Handlowy w Warszawie S.A. with registered office in Warsaw and BUDIMEX S.A. with registered office in Warsaw invites all interested parties to participate in an oral auction to purchase a total of 4,992,363 ordinary registered shares (series „A”) for one buyer, with a nominal value of PLN 10.00 each, constituting 92.31% of the share capital of the company operating under the business name of “ELEKTROMONTAŻ – POZNAŃ” S.A. with registered office in Poznań, ul. Wieruszowska 12/16, 60-166 Poznań, hereinafter referred to as the “Company.”

-         shares owned by the Treasury, represented by the Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, selling a stake of 2,252,500 ordinary registered shares (series “A”) numbered from 0000001 to 2,252,500 constituting approximately 41.65% of the share capital of the Company;

-         shares owned by Budimex S.A. with registered office in Warsaw, represented by the President of the Management Board, ul. Stawki 40, 01-040 Warszawa, selling a stake of 1,664,563 ordinary registered shares (series „A”) numbered from 4,021,564 to 4,314,563, constituting approximately 30.78% of the share capital of the Company;

-         shares owned by Bank Handlowy w Warszawie S.A. with registered office in Warsaw, represented by the Vice-President of the Management Board, ul. Senatorska 16,   00-923 Warszawa, selling a stake of 1,075,300 ordinary registered shares (series „A”) numbered from 4,314,564 to 5,389,863 constituting approximately 19.88% of the share capital of the Company.

 

 

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

1.      Manufacturing of electric energy switchgear and control gear, except of service activities;

2.      Service activities in scope of installation, repairs and servicing of electric energy switchgear and control gear; 

3.      Manufacturing of industrial process control systems;

4.      Performance of general construction operations in the scope of transmission line facilities, power transmission lines, traditional power transmission lines as well as communications and electricity lines;

5.      Performance of electric installations in buildings and other structures

 

The Share Purchase Agreement for the shares owned byBudimex S.A. will be concluded with the entity which placed the highest bid during the auction within up to 10 working days from the date of payment of the full purchase price of the shares owned by Budimex S.A. by a bank transfer to the account of Budimex S.A., no. 11 1030 1508 0000 0005 0277 9001 maintained with Bank Handlowy w Warszawie S.A.

The Share Purchase Agreement for the shares owned byBank Handlowy w Warszawie S.A. will be concluded with the entity which placed the highest bid during the auction within up to 10 working days from the date of payment of the full purchase price of the shares owned by Bank Handlowy w Warszawie S.A by a bank transfer to the account of Bank Handlowy w Warszawie S.A. no. 69 1030 1508 0000 0000 8729 0000 maintained with Bank Handlowy w Warszawie S.A. Central office.

Payment must be made in full within 10 business 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 business days from the day of submitting the above mentioned decisions and consent to the Minister of Treasury.

 

If the decision of the Chairman of the Office of Competition and Consumer Protection granting consent to company merger was not made within 6 months after the request for granting such decision had been filed by the highest bidder (with an exclusion of circumstances specified in Article 97(2) of the Protection of Competition and Consumers Act), or if the Chairman of the Office of Competition and Consumer Protection and/or the Minister of Internal Affairs has refused to grant the required consents within 6 months after the request for such consents were made by the highest bidder, the Auction shall not be concluded and the bid security shall be refunded.

Share Purchase Agreements shall be concluded after the payment of the share purchase price has been confirmed in the organisational units of: the Ministry of Treasury, Budimex S.A., Bank Handlowy w Warszawie S.A. competent in the matters of budget and finance. The auction shall be closed upon signing the Share Purchase Agreement for the Company’s shares.

The bid security of PLN 3,604,000.00 (say: three million six hundred and four thousand zloty) which corresponds to 10% of the starting price for the entire stake of shares belonging to the Treasury shall be paidby 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 8 January 2010.

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.

Entities interested in the purchase of the Company’s shares through a public auction may purchase the “Company Memorandum.”

 

For this purpose they should:

 

-         approach the Ministry of Treasury, room 610, on business days from 30 November 2009 till 8 January 2010 between 12:00 - 2:00 PM,

-         present the transcript from the Register of Entrepreneurs of the National Court Register / certificate on entry into the Register of Business Activity, showing the current representation of the entity (certificate must be not older than three months),

-         sign the document “Confidentiality Obligation” by their duly authorized representatives.

The “Company Memorandum” contains information of the Company’s legal, economic and financial standing. The fee for the “Company Memorandum” is PLN 100.00 and should be paid to the cashier (room 372) of the Department of General Accounting and Reporting of the Department of Budget and Finance at the Ministry of Treasury, between 12.00-2.00 PM or to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008.

 

 

The person responsible for releasing the above documentation and specifying the date of examining Company’s enterprise is Ms Agnieszka Małachowska, room 610, tel. (22) 695 85 97.

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,

h)         declaration of acceptance of the provisions of the Social Agreement, Investment Programme and development plans for the Company made in accordance with the sample attached hereto and constituting Annex no. 2 to the Company’s Articles of Association. *

 

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.

 

A respective inscription should be placed on the envelope:

„Zgłoszenie do udziału w aukcji dotyczącej nabycia akcji spółki „ELEKTROMONTAŻ – POZNAŃ” Spółka Akcyjna z siedzibą w Poznaniu – Nie otwierać”.

Applications to 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 invitation to the auction and the terms and conditions of the auction are subject to change or withdrawal by the Minister of Treasury.

 

 

 

Sample declaration:

Name and address of the Buyer of Shares

 

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

 

 

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

 

 

DECLARATION

 

In consideration of the intended purchase from the Treasury ................................. Shares of the Company ELEKTROMONTAŻ - POZNAŃ S.A., we hereby declare that we accept and undertake to comply with the provisions of:

 

 

 

2.      Investment Programme constituting an Annex to Investment Agreement concluded on 17 November 1999 between the Treasury, BUDIMEX S.A., Handlowy Inwestycje III Sp. z o.o. and the employees of PPiMUEB ELEKTROMONTAŻ;

 

 

a)      introduction of the Company’s Shares to public trading by ......................................

b)     performance by the Company of business activities in the scope of manufacturing and installation services within the power generation segment

c)      contribution of capital in entities manufacturing electrical devices and providing installation services in power generation segment

 

 

Signatures of persons entitled to represent the Buyer

 

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

The text of the Share Purchase Agreement:

 

 

I.

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 competent for State Treasury, Mr ..........................., hereinafter referred to as the “Seller”

and

...................................... (company name of buyer) with registered office in ........................., address ................................................................., entered into the Register of Entrepreneurs kept by the District Court for ............................. in ..........................., ........ Commercial Division of the National Court Register, under KRS number ........................., represented by .............................................................., authorised to represent the Buyer in accordance with the enclosed transcript from the register (or a power of attorney prepared in due form in the event that the person(s) is/are acting pursuant to the power of attorney granted by the persons authorised to represent the Buyer), attached hereto as Appendix No. 1, hereinafter referred to as the “Buyer.”

............................................................. (names and surname), residing in ........................, address: ..........................................................., holder of ID card series .......... no. ............................... (and in the event that the natural person is conducting business activity – the entry number ....................... in the Register of Business Activity kept by ................................................., in accordance with the certificate of entry in the Register of Business Activity, attached hereto as Appendix No. 1), hereinafter referred to as the “Buyer.”

 

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

Whereas:

1.      The Seller owns 2,650,000 (say: two million six hundred and fifty thousand) ordinary registered shares (series “A”) numbered from 0000001 to 2,650,000, of a nominal value of PLN 10.00 (ten zloty) each, constituting approximately 49.00% of the share capital of ELEKTROMONTAŻ-POZNAŃ S.A. with registered office in Poznań, entered into the Register of Entrepreneurs maintained by the District Court in Poznań – Nowe Miasto and Wilda in Poznań VIII Commercial Division of the National Court Register, under KRS number 0000060700, hereinafter referred to as the “Company”, of which 397,500 (say: three hundred ninety-seven thousand and five hundred) of the Company’s shares of a nominal value of PLN 10,00 (ten zloty) each, constituting up to 7.35% of the Company’s share capital, will be made available free of charge to eligible employees of the Company. The Company’s transcript from the Register of Entrepreneurs is attached hereto as Appendix No. 2;

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

3.      The Buyer has placed the highest bid in oral auction no. ... to sell 2,252,500 (two million two hundred fifty-two thousand five hundred) ordinary registered shares (series “A”), numbered from 0000001 to 2,252,500, constituting approximately 41.65% of the share capital, held by the Treasury in the Company ELEKTROMONTAŻ-POZNAŃ S.A. with registered office in Poznań, hereinafter referred to as the “Shares,” held in accordance with applicable laws.

 

 

The Parties have mutually agreed as follows:

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

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

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

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

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

2.      Upon conclusion of this Agreement, the Buyer shall be obliged to notify the Company’s Management Board immediately in writing of conclusion of this Agreement and the transfer of shares to the Buyer as well as to submit the application that a relevant entry be made in the Company’s Shareholders’ Register.

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

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

3)        The Buyer represents that it has a complete knowledge of the Company’s legal, financial and economic standing, and in making the decision to purchase the Shares it relies only on its knowledge of the Company. In consideration of the above, the Buyer waives the right to and agrees not to pursue any claims against the Seller, which the Buyer could pursue with respect to nondisclosure of substantive information concerning the Company’s legal, financial and economic standing.

4)        The Buyer undertakes to purchase the shares not acquired by eligible employees of the Company on a free-of-charge basis (hereinafter referred to as the “Remaining Shares”) immediately upon the expiry of the right for such free-of-charge acquisition, within 60 days after the Remaining Shares were offered for sale by the Seller.

5)        The Remaining Shares shall be purchased at a price calculated as the product of the number of the Remaining Shares purchased by the Buyer and the Price Per Share, indexed by a weighted average for each period of one year (12 months) of a base rate set by the European Commission and published in the Official Journal of the European Union, increased by 100 basis points, i.e. by 1 percentage point calculated for the period starting from the first day of the month when the Agreement was concluded to the last day of the month preceding the month when the Remaining Shares will be purchased, subject to annual (12 month) capitalisation. The said price, however, shall not be lower than the book value of a single Share as at the end of the financial year of the Company preceding the sale of the Remaining Shares.

1.      This Agreement shall be governed by the provisions of the Polish law.

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

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

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

5.      All notifications and communication related hereto shall be made in writing and submitted personally, by courier or registered mail upon confirmation of receipt, to the address of:

The Seller:                                                                   The Buyer:

Ministerstwo Skarbu Państwa                                                                                  

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

00-522 Warsaw

 

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

 

Signed by:

1.      Buyer’s Transcript from the Register of Entrepreneurs from the National Court Register or Certificate of Entry in the economic activity records and the power of attorney (if any).

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

3.      The Seller’s representation concerning the transfer of shares.

 

 

 

 

Appendix no. 3

to the Share Purchase Agreement

ELEKTROMONTAŻ – POZNAŃ S.A.

with registered office in Poznań

 

 

I, the undersigned, acting pursuant to Article 339 of the Code of Commercial Companies, hereby transfer 2,252,500 (say: two million two hundred and fifty-two thousand five hundred) ordinary registered shares (series “A”) numbered from 0000001 to 2,252,500 of a nominal value PLN 10.00 (say: ten zloty) each, constituting 41.65% of the share capital of the company ELEKTROMONTAŻ-POZNAŃ S.A. with registered office in Poznań, along with all rights and obligations arising therefrom to ........................................................................

 

Minister of Treasury

 

 

entered into on .......... in Warsaw (hereinafter referred to as the “Contract”),

by and between:

Budimex SA with its registered office in Warsaw, ul. Stawki 40, 01-040 Warszawa, entered to the Register of Businesses maintained by the District Court for the City of Warsaw in Warsaw, 12^th Economic Division of the National Court Register under number 0000001764, initial capital of PLN 127 650 490 paid in full, in accordance with the copy of the KRS entry attached hereto and constituting Schedule 1 to the Contract represented by:

The President of the Management Board

hereinafter referred to as the “Seller”

and

(if the acquirer of the shares is a legal person) *

...................................... (business name of the purchaser) with its registered office in......................... and address: ul. ....................., ................................., entered to the Register of Businesses maintained by the District Court for............................. in ..........................., ...... Economic Division of the National Court Register under KRS number ........................., represented by ...................................., authorised to representation in accordance with the copy of the entry to the register attached hereto (or power of attorney prepared in a relevant form, if the person acts on the basis of a power of attorney given by authorised representatives), constituting Schedule 2 to the Contract; hereinafter referred to as the “Purchaser”.

 

(if the acquirer of the shares is a natural person) *

..............................................................................(first names and last name), residing in .................................. ul.............................., proving his/her identity with identity card series ....... no............................. (and in the case of a natural person conducting business, entry to the register of economic activities under number ................. maintained by ............................................, in accordance with the certificate of entry to the register of economic activities forming Schedule 2 to the Contract ), hereinafter referred to as the “Purchaser”.

 

The Seller and the Purchaser shall be hereinafter jointly referred to as the “Parties” and separately to as the “Party”.

 

Whereas:

4.      The Seller owns 1,664,563 (in word: one million six hundred sixty four thousand five hundred and sixty three) shares, each with a nominal value of PLN 10 (in words: ten), constituting approximately 30.78 % of the initial capital of “Spółka Elektromontaż – Poznań” SA seated in Poznań, entered to the Register of Businesses maintained by the District Court Poznań – Nowe Miasto i Wilda in Poznań, 8^th Economic Division of the National Court Register under KRS number 0000060700, hereinafter referred to as the “Company”. Copy of the Company’s entry to the register of business constitutes Schedule 3 hereto;

5.      The Purchaser offered the highest price at auction no. .................., the object of which included sale of 4,992,363 (in words: ............................) ... series registered / bearer shares with numbers ......... at “Elektromontaż – Poznań” SA seated in Poznań, conducted in accordance with the applicable legal regulations;

 

Now, therefore the Parties have agreed as follows:

1.      The Seller declares that it owns 1,664,563 (in word: one million six hundred sixty four thousand five hundred and sixty three) A series ordinary registered shares with numbers from 2 650 001 to 4 314 563, each with a nominal value of PLN 10 (in words: ten), constituting 30.78 % of the initial capital of the Company, hereinafter referred to as the “Shares”.

2.      The Seller declares that the Shares are free from any encumbrances and are not object of claims of any third parties.

5.      The price of one Share accounts for PLN ..... (in words: ..... ).

6.      The total price of Shares accounts for PLN ..... (in words: ........) and is equal to the product of the price of one Share and the number of Shares to be purchased by the Purchaser.

3.      The total price of the Shares specified in § 2 sect. 3 of the Contract has been paid by the Purchaser upon decision issued by the President of the Office for Competition and Consumer Protection approving concentration or expiry of deadlines referred to in art. 96 of the act of February 16^th, 2007 on competition and consumer protection (Journal of Laws No. 99 item 660 as amended) by a transfer to the Seller’s bank account maintained by Bank Handlowy w Warszawie SA number 11 1030 1508 0000 0005 0277 9001.

4.      The payment date shall be considered the date on which the total price of the Shares is credited on the Seller’s bank account.

5.      After the Seller receives full payment, the Seller shall immediately issue the Shares to the Purchaser in the form of multiple-share certificate.

 

3.      Transfer of ownership right to the Shares to the Purchaser shall take place at the time the Seller receives full price referred to in § 2 sect. 3 of the Contract and multiple-share certificates are issued to the Purchaser by the Seller along with the Seller’s declaration on transfer of the hares to the Purchaser along with any and all resulting rights and obligations. The declaration constitutes schedule 4 to the Contract provided that the Seller received a valid decision issued by the President of the Office for Competition and Consumer Protection approving concentration or expiry of deadlines referred to in art. 96 of the act of February 16^th, 2007 on competition and consumer protection (Journal of Laws No. 99 item 660 as amended).

4.      The Purchaser undertakes to inform the management board of the Company about the conclusion of the Contract immediately upon the conclusion hereof and after the ownership rights to Shares are transferred to the Purchaser, it shall apply for relevant entry in the Company’s book of shares.

 

6)      conclusion of the Contract by the Purchaser does not violate the Purchaser’s articles / memorandum of association or other internal documents (if regards the purchaser) *, any court judgment or administrative decision;

7)      conclusion of the Contract by the Purchaser does not violate the provisions of the Polish law, in particular the provisions of any permission, authorisation or release issued by the public administration of the Republic of Poland subject to section 2 below;

8)      no court, administrative or arbitration proceedings are pending to which the Purchaser is a party, as a result of which this Contract could be considered ineffective or could be not performed by the Purchaser in whole or in part.

2) conclusion of the Contract by the Seller does not violate the Seller’s articles or other internal documents, any court judgment or administrative decision;

3) no court, administrative or arbitration proceedings are pending to which the Seller is a party, as a result of which this Contract could be considered ineffective or could be not performed by the Seller in whole or in part.

7.      The Contract shall be governed by the laws of Poland.

8.      The costs of taxes and other fees related to the conclusion hereof shall be borne by the Purchaser.

9.      Any and all amendments to the Contract require written form or else shall be null and void.

10. The Contract has been drawn up in the Polish language, in two identical copies, with one copy for each of the Parties.

11. Any and all notifications and letters related to the Contract shall be delivered in writing, in person, by courier or registered mail, receipt confirmation requested, to the following addresses:

If for the Seller:                                                                                                 of for the Purchaser:

Budimex S.A.                                                             ........................

ul. Stawki 40

01-040 Warszawa

 

Each of the Parties shall inform the other Party in writing about any change of the address to which notifications and letters related to the Contract are to be delivered. In the case of failure to do so, the notifications and letters sent to the current address shall be considered delivered.

 

Signed by:

4.      Copy of the Seller’s entry to the register of businesses of the National Court Register.

5.      Copy of the Purchaser’s entry to the register of businesses of the National Court Register or certificate of entry to the register of economic activities or power of attorney.

6.      Copy of the Company’s entry to the register of businesses of the National Court Register.

7.      Seller’s declaration on transfer (specimen).

 

 

*    delete as applicable

 

 

 

Schedule 4

to the sales contract for shares

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

I, the undersigned, acting on behalf of Budimex S.A., pursuant to art. 339 of the Code of Commercial Companies, hereby transfer 1,664,563 A series registered shares with numbers from 2 650 001 to 4 314 563 each with a nominal value of PLN 10 (in words: ten), constituting 30.78% of the initial capital of the company under the business name “Elektromontaż – Poznań” SA seated in Poznań, along with all resulting rights and obligations, to ................................................................................................................

 

Seller                                                                                                                                   Purchaser:

Budimex S.A.:

 

 

 

_______________                                                                                                                 __________________

 

I hereby confirm the receipt of                multiple-share certificates

 

 

 

entered into on .................., in Warsaw (hereinafter referred to as the „Agreement”),

 

by and between:

1.                  Bank Handlowy w Warszawie Spółka Akcyjna having its registered office in Warsaw, ul. Senatorska 16; entered into the Register of Entrepreneurs kept by the District Court for the capital city of Warsaw in Warsaw, XII Business Division of the National Court Register under number KRS 0000001538, represented (in line with the excerpt from the National Court Register attached as Appendix 1 hereto) by:

 

- ………………………………. - Vice President of Management Board

 

 hereinafter referred to as the “Seller”

and

...................................... (name of the buyer’s business/trade name) having its registered office in ......................., at the following address: ul. ......................., ....................... entered into the Register of Entrepreneurs kept by the District Court for ......................., in ......................., …… Business Division of the National Court Register under number KRS ......................., represented by ......................., authorized to represent the company in line with the excerpt from the register (or power of attorney drawn up in the required form, in the event an individual/individuals is/are acting under an authorization granted by individuals authorized to represent the entity) attached as Appendix 2 hereto, hereinafter referred to as the “Buyer”.

 

.............................................................................. (first/middle name and last name), residing in .................................., at ul. .................................., ID series ………, no. ........................... (in case of a sole proprietor, entry to the business register under number ……………., kept by .................................., in line with the certificate of entry in the business register attached as Appendix 2 hereto), hereinafter referred to as the “Buyer”.

 

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

WHEREAS:

The Seller is the owner of 1.075.300 (say: one million seventy five thousand three hundred) shares, with a par value of PLN 10 (say: ten zlotys) each, accounting for approximately 19,88 % of the share capital of Elektromontaż - Poznań S.A. having its registered office in Poznań, entered in the Register of Entrepre neurs kept by the District Court Poznań – Nowe Miasto i Wilda in Poznań, VIII Business Division of the National Court Register under number KRS 0000060700, hereinafter referred to as the “Company”. The Company’s excerpt from the Register of Entrepreneurs is attached as Appendix 3 hereto;

The Buyer offered the highest price in auction no. ..........., which was held with the objective to sell 4.992.363 (say: four million nineteen ninety two thousand three hundred sixty three) ordinary registered shares with a par value of PLN 10 each, in the company operating under the name of “Elektromontaż - Poznań” S.A., having its registered office in Poznań, conducted in line with the applicable laws.

 

The Parties hereby agree as follows:

 

1. The Seller represents to be an owner of 1.075.300 (say: one million seventy five thousand three hundred) ordinary registered “A” series shares, no. from 4.314.564 to 5.389.863 with a par value of PLN 10 (say: ten zlotys) each, accounting for approximately 19,88 % of the Company’s share capital, hereinafter referred to as the “Shares”.

 

2. The Seller represents that the Shares sold by them are free from any disposal limitations and any other encumbrance and that they do not constitute the object of any claims filed by any third parties.

8.      The selling price per one Share shall be PLN ……….. (say:…………………… zlotys).

9.      The total selling price of the Shares shall be PLN ………….. (say: ……………….. zlotys) and it shall be equal to the selling price per one Share multiplied by the number of Shares acquired by the Buyer.

6.      The Seller hereby confirms that the Buyer has made the payment of the amount specified in Article 2.3 of the Agreement of PLN ………………. (say:………………… zlotys) by a wire transfer to the Seller’s bank account no. 69 1030 1508 0000 0000 8729 0000 held with Bank Handlowy w Warszawie S.A.

7.      The date of crediting the Seller’s bank account with the full amount constituting the total selling price for the Shares shall be regarded as the payment date.

8.      The Seller hereby confirms having received the amount constituting the total selling price for the Shares.

1. The Buyer represents and assures that:

1) the Buyer’s entering into the Agreement does not breach the by-laws/articles of association of the Buyer’s company or any other internal documents of the Buyer, any court or administrative decision;

2) the Buyer’s entering into the Agreement does not violate the provisions of the Polish law, including in particular the provisions of any permit, authorization or exemption issued by public administration bodies of the Republic of Poland, subject to the provisions of clause 2 below;

3) no court, administrative or arbitration proceedings are pending to which the Buyer would be a party and as a result of which this Agreement might be deemed ineffective or might not be performed by the Buyer in full or in part.

2. The Buyer hereby presents all consents and permits to acquire the Shares, as required by the law, and/or confirmation issued by a competent body that a given consent or permit is not required. Copies of the documents presented are attached as Appendix 5 hereto.

3. The Buyer has not relied on any explicit or implicit representations or assurances, issued or provided by the Seller or on the Seller’s behalf.

4. The Buyer represents that they are fully familiar with the legal, financial and economic status of the Company, and that they have read the by-laws as well as other documents of the Company, and that their decision on the purchase of the Shares was taken based on their knowledge about the Company, exclusively. Therefore, the Buyer hereby represents that they waive and undertake not to pursue any claims towards the Seller, which might be filed in connection
with non-disclosure of material information on the legal, financial and economic position of the Company.

12. The Agreement shall be governed by the laws of Poland.

13. The costs of taxes and other charges relating to the conclusion of the Agreement shall be incurred by the Buyer.

14. Any disputes shall be settled by a court competent for the registered office of the Seller.

15. Any amendments to the Agreement shall be in writing, otherwise null and void.

16. This Agreement has been prepared in the Polish language, in two counterparts, one for each Party.

17. Any notices and communications relating to the Agreement shall be served in writing in person, by courier or registered mail, return receipt requested, to the following addresses:

for the Seller:                                                                                     for the Buyer:

Bank Handlowy w Warszawie S.A.

ul. Senatorska 16

00- 923 Warszawa

Each Party shall notify the other Party in writing of any changes to the address for notices and communications relating to the Agreement. Should the above obligation not be met, any notices and communications sent to the existing address shall be deemed delivered.

 

Signed:

8.      Excerpt from the Register of Entrepreneurs kept by the National Court Register for the Seller.

9.      Excerpt from the Register of Entrepreneurs kept by the National Court Register for the Buyer or certificate of entry in the business register and the power of attorney.

10. Excerpt from the Register of Entrepreneurs kept by the National Court Register for the Company.

11. The Seller’s representation regarding the transfer of Shares.

12. Copies of consents and permits obtained by the Buyer in line with the provision of Article 5.2 of the Agreement.

 

 

 

 

 

Pursuant to Article 339 of the Code of Commercial Companies, I, the undersigned, hereby transfer 1.075.300 “A” -series shares no. from 4.314.564 to 5.389.863, with a par value of PLN 10 (say: ten zlotys) each, accounting for 19,88 % of the share capital of the company operating under the name of Elektromontaż – Poznań S.A., having its registered office in Poznań, including all the resulting rights and obligations to ................................................................................................................