Minister of Treasury
extends an invitation to participate in the publicly announced oral auction
concerning the purchase of shares of

I. “DAK-POL” Zakład Drzewny w Czarnej Białostockiej Sp. z o.o. with registered office in Czarna Białostocka
II. Ośrodek Hodowli Zarodowej Kłanino Sp. z o.o. with registered office in Bobolice
III. Zakłady Przemysłu Ziemniaczanego ZETPEZET w Pile Sp. z o.o. with registered office in Piła
IV. VOX-ACTIVE Sp. z o.o. with registered office in Janikowo k/Poznania

Minister of Treasury, ul. Krucza 36/Wspólna 6, postal code: 00-522 Warszawa, acting on behalf of the Treasury, pursuant to Article 31(a), in conjunction with Article 33(1)(5) of the Commercialisation and Privatisation Act of 30 August 1996 (Journal of Laws of 2002 No. 171 item 1397, as amended), hereinafter referred to as the “Act” and the Resolution of the Council of Ministers of 17 February 2009 on the Detailed Procedure of Disposal of Treasury-owned Shares (Journal of Laws No. 34 item 264, as amended) extends to all interested parties an invitation to an auction for the purchase of:

I.
9,350 shares for one buyer, with a nominal value of PLN 100.00 (say: one hundred zloty) each, constituting 41.56% of the share capital of the Company “DAK – POL” Zakład Drzewny w Czarnej Białostockiej Sp. z o.o. with registered office in Czarna Białostocka (hereinafter referred to as the “Shares”) at ul. Tartaczna 7, 16 – 020 Czarna Białostocka, registered under the KRS No. 0000140640, with Tax Identification Number 966-12-76-287, hereinafter referred to as the “Company”.
The Company’s objects of activity include manufacturing and commercial activities in the scope of wood cutting and planing at a sawmill. The Company’s main products include timber and wood products such as sidings, sets of items for house-building, various types of boards for carpentry and chips.
The starting price for the stake of 9,350 shares is PLN 2,365,550.00 (say: two million three hundred and sixty-five thousand five hundred and fifty zloty).
The starting price for one share is PLN 253.00 (say: two hundred and fifty-three zloty).
The minimum bidding increment for the entire stake of 9,350 shares shall be PLN 12,000.00 (say: twelve thousand zloty). Bidding increments shall be made orally. In case no further bids are placed by the bidders, subsequent calls of the highest bid shall be made at intervals not longer than three minutes.
The Share Purchase Agreement will be concluded with the entity placing the highest bid during the auction within up to 5 working days from the date of payment of the full purchase price of shares, reduced by the amount of the bid security paid by a bank transfer to the account of the Ministry of Treasury, account no. 03 1010 1010 0025 1213 3920 0000, maintained with National Bank of Poland, Branch in Warsaw.
Payment must be made in full within 10 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 highest bidder should immediately, and in any case within 60 days from the date of announcing the highest bidder, submit applications to the relevant bodies for the said decisions to be issued. In this case, 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 at ul. Krucza 36/Wspólna 6, 00-522 Warszawa after the receipt of the full payment for the shares has been confirmed.
The auction shall be closed upon signing the Share Purchase Agreement for the Company’s shares.
The bid security of PLN 236,555.00 (say: two hundred and thirty-six thousand five hundred and fifty-five zloty), which corresponds to 10% of the starting price of the Shares shall be paid by bank transfer to the account of the Ministry of Treasury, account no. 13 1130 1017 0019 9426 2520 0007, maintained with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, by 24 February 2010.
The bid security is non refundable in the event that the highest bidder refuses to sign the Share Purchase Agreement and in the event that the highest bidder decides not to participate in the auction after application submission deadline.
In the event that an entity that has been allowed to take part in the auction fails to turn up or none of the participants offers a starting price, this shall be regarded as the decision to withdraw from participation.
The entities interested in the purchase of shares of “DAK – POL” Zakład Drzewny w Czarnej Białostockiej Sp. z o.o. during the publicly announced auction may purchase the “Company Memorandum”. To do so, the interested entity should:
• be present in the Ministry of Treasury, room 570, on a working day, from 28 January 2010 to 23 February 2010, between 12.00 noon and 2.00 PM,
• produce a transcript from the Register of Entrepreneurs from the National Court Register / certificate of entry in the register of business activity, reflecting the current standing of the entity (issued not earlier than three months prior to the date of submission), and in the event that the interested party is a natural person who is not an entrepreneur – produce the ID card,
• sign the “Confidentiality Obligation” document through the duly authorized representatives of the interested entities.
The “Company Memorandum” contains the information concerning the Company’s legal, financial and economic standing. The price for the Memorandum is PLN 100.00, and is payable at the cashier’s desk, room 372, Division of General Accountancy and Reporting of the Department of Budget and Finances of the Ministry of Treasury from 12.00 noon to 2.00 PM or to the account of the Ministry of Treasury no. 83 1130 1017 0019 9426 2520 0008, maintained in Bank Gospodarstwa Krajowego, Branch No. 1 in Warsaw.
The person responsible for providing access to the said documentation is:
• Ms. Paulina Warszewska, room 570, phone (022) 695 83 11.

II.
4,238 shares for one buyer, with a nominal value of PLN 500.00 (say: five hundred) each, constituting 100% of the share capital of the company Ośrodek Hodowli Zarodowej Kłanino Sp. z o.o. with registered office in Bobolice (hereinafter referred to as the “Shares”) at Kłanino 22, 76-020 Bobolice, registered under the KRS No. 0000099465, with the Tax Identification Number 673-001-03-27, hereinafter referred to as the “Company”.
The objects of the Company’s activity are breeding of dairy cows and agriculture, including commercial activities related thereto.
The starting price for the stake of 4,238 Shares is PLN 1,671,891.00 (say: one million six hundred and seventy-one thousand eight hundred and ninety-one zloty).
The starting price for one share is PLN 394.50 (say: three hundred and ninety-four zloty, fifty groszy).
The minimum bidding increment for the entire stake of 4,238 Shares shall be PLN 10,000.00 (say: ten thousand zloty). Bidding increments shall be made orally. In case no further bids are placed by the bidders, subsequent calls of the highest bid shall be made at intervals not longer than three minutes.
The Share Purchase Agreement will be concluded with the entity placing the highest bid during the auction within up to 5 working days from the date of payment of the full purchase price of shares, reduced by the amount of the bid security paid by a bank transfer to the account of the Ministry of Treasury, account no. 03 1010 1010 0025 1213 3920 0000, maintained with National Bank of Poland, Branch in Warsaw.
Payment must be made in full within 10 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 highest bidder should immediately, and in any case within 60 days from the date of announcing the highest bidder, submit applications to the relevant bodies for the said decisions to be issued. In this case, 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 at ul. Krucza 36/Wspólna 6, 00-522 Warszawa after the receipt of the full payment for the shares has been confirmed.
The auction shall be closed upon signing the Share Purchase Agreement for the Company’s shares.
The bid security of PLN 167,189.00 (say: one hundred and sixty-seven thousand one hundred and eighty-nine zloty), which corresponds to 10% of the starting price of shares shall be paid by bank transfer to the account of the Ministry of Treasury, account no. 13 1130 1017 0019 9426 2520 0007, maintained with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, by 24 February 2010.
The bid security is non refundable in the event that the highest bidder refuses to sign the Share Purchase Agreement and in the event that the highest bidder decides not to participate in the auction after application submission deadline.
In the event that an entity that has been allowed to take part in the auction fails to turn up or none of the participants offers a starting price, this shall be regarded as the decision to withdraw from participation.
The entities interested in the purchase of shares of Ośrodek Hodowli Zarodowej Kłanino Sp. z o.o. in Bobolice during the publicly announced auction may purchase the “Company Memorandum”. To do so, the interested entity should:
• be present in the Ministry of Treasury, room 569, on a working day, from 28 January 2010 to 23 February 2010, between 12.00 noon and 2.00 PM,
• produce a transcript from the Register of Entrepreneurs from the National Court Register / certificate of entry in the register of business activity, reflecting the current standing of the entity (issued not earlier than three months prior to the date of submission), and in the event that the interested party is a natural person who is not an entrepreneur – produce the ID card,
• sign the “Confidentiality Obligation” document through the duly authorized representatives of the interested entities.
The “Company Memorandum” contains the information concerning the Company’s legal, financial and economic standing. The price for the Memorandum is PLN 100.00, and is payable at the cashier’s desk, room 372, Division of General Accountancy and Reporting of the Department of Budget and Finances of the Ministry of Treasury from 12.00 noon to 2.00 PM or to the account of the Ministry of Treasury no. 83 1130 1017 0019 9426 2520 0008, maintained in Bank Gospodarstwa Krajowego, Branch No. 1 in Warsaw.
The person responsible for providing access to the said documentation is:
• Ms. Kamila Szmorlińska, room 569, phone: (022) 695 88 27.
Entities interested in the purchase of shares of Ośrodek Hodowli Zarodowej Kłanino Sp. z o.o. in Bobolice may be granted the right to examine the Company’s documents. For this purpose, the entity in question should:
• submit, by 10 February 2010, a request to examine the Company’s documents to the Ministry of Treasury, Department of Ownership Supervision and Privatisation IV (room 553, fax: (22) 695 87 09), along with a statement by a bank or a savings and credit union (issued after 30 June 2009) where the entity holds an account, confirming that the entity has financial resources equal to the amount of the bid security or has creditworthiness to that amount, and upon signing the “Confidentiality Obligation”.
The Minister of Treasury may also grant the right to examine the Company’s documents to an entity which submitted the above mentioned documents after 11 February 2010.

III.
116,295 shares for one buyer, with a nominal value of PLN 50.00 (say: fifty zloty) each, constituting 33.48% of the share capital of Zakłady Przemysłu Ziemniaczanego w Pile “ZETPEZET” Sp. z o.o. with registered office in Piła (hereinafter referred to as the “Shares”) at ul. Walki Młodych 30, 64-920 Piła, registered under KRS No. 0000079715, with Tax Identification Number 764-17-66-106, hereinafter referred to as the “Company”.
The core objects of the Company’s activity are processing of potatoes to obtain starch, manufacture of products from starch for food, pulp and paper and textile industries, manufacture of starch syrups, potato flour and feed protein.
The starting price for the stake of 116,295 Shares shall be PLN 9,850,186.50 (say: nine million eight hundred and fifty thousand one hundred and eighty-six zloty, fifty groszy).
The starting price for one Share is PLN 84.70 (say: eighty-four zloty, seventy groszy).
The minimum bidding increment for the entire stake of 116,295 Shares shall be PLN 49,251.00 (say: forty-nine thousand two hundred and fifty-one zloty). Bidding increments shall be made orally. In case no further bids are placed by the bidders, subsequent calls of the highest bid shall be made at intervals not longer than three minutes.
The Share Purchase Agreement will be concluded with the entity placing the highest bid during the auction within up to 5 working days from the date of payment of the full purchase price of shares, reduced by the amount of the bid security paid by a bank transfer to the account of the Ministry of Treasury, account no. 03 1010 1010 0025 1213 3920 0000, maintained with National Bank of Poland, Branch in Warsaw.

Payment must be made in full within 10 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 highest bidder should immediately, and in any case within 60 days from the date of announcing the highest bidder, submit applications to the relevant bodies for the said decisions to be issued. In this case, 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 at ul. Krucza 36/Wspólna 6, 00-522 Warszawa after the receipt of the full payment for the shares has been confirmed.
The auction shall be closed upon signing the Share Purchase Agreement.
The bid security of PLN 985,018.65 (say: nine hundred and eighty-five thousand eighteen zloty, sixty-five groszy), which corresponds to 10% of the starting price of Shares shall be paid by bank transfer to the account of the Ministry of Treasury, account no. 13 1130 1017 0019 9426 2520 0007, maintained with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, by 24 February 2010.
The bid security is non refundable in the event that the highest bidder refuses to sign the Share Purchase Agreement and in the event that the highest bidder decides not to participate in the auction after application submission deadline.
In the event that an entity that has been allowed to take part in the auction fails to turn up or none of the participants offers a starting price, this shall be regarded as the decision to withdraw from participation.
Entities interested in the purchase of shares of Zakłady Przemysłu Ziemniaczanego w Pile “ZETPEZET” Sp. z o.o. with registered office in Piła during the publicly announced auction may purchase the “Company Memorandum”. To do so, the interested entity should:
• be present in the Ministry of Treasury, room 565, on a working day, from 28 January 2010 to 23 February 2010, between 12.00 noon and 2.00 PM,
• produce a transcript from the Register of Entrepreneurs from the National Court Register / certificate of entry in the register of business activity, reflecting the current standing of the entity (issued not earlier than three months prior to the date of submission), and in the event that the interested party is a natural person who is not an entrepreneur – produce the ID card,
• sign the “Confidentiality Obligation” document through the duly authorized representatives of the interested entities.
The “Company Memorandum” contains the information concerning the Company’s legal, financial and economic standing. The price for the Memorandum is PLN 100.00, and is payable at the cashier’s desk, room 372, Division of General Accountancy and Reporting of the Department of Budget and Finances of the Ministry of Treasury from 12.00 noon to 2.00 PM or to the account of the Ministry of Treasury no. 83 1130 1017 0019 9426 2520 0008, maintained in Bank Gospodarstwa Krajowego, Branch No. 1 in Warsaw.
The person responsible for providing access to the said documentation is:
• Ms. Dominika Wójcicka, room 565, phone: (022) 695 82 38.

IV.
22,867 shares for one buyer, with a nominal value of PLN 100.00 (say: one hundred zloty) each, constituting 41.65% of the share capital of VOX-ACTIVE Sp. z o.o. with registered office in Janikowo k/Poznania (hereinafter referred to as the “Shares”) at ul. Gnieźnieńska 26/28, 62-006 Kobylnica, registered under the KRS No. 0000058584, with Tax Identification Number 729-232-30-72, hereinafter referred to as the “Company”.
The Company’s object of activity is letting of own properties.
The starting price for the stake of 22,867 Shares shall be PLN 2,491,130.98 (say: two million four hundred and ninety-one thousand one hundred and thirty zloty, ninety-eight groszy).
The starting price of one Share is PLN 108.94 (say: one hundred and eight zloty, ninety-four groszy).
The minimum bidding increment for the entire stake of 22,867 shares shall be PLN 13,000.00 (say: thirteen thousand zloty). Bidding increments shall be made orally. In case no further bids are placed by the bidders, subsequent calls of the highest bid shall be made at intervals not longer than three minutes.
The Share Purchase Agreement will be concluded with the entity placing the highest bid during the auction within up to 5 working days from the date of payment of the full purchase price of shares, reduced by the amount of the bid security paid by a bank transfer to the account of the Ministry of Treasury, account no. 03 1010 1010 0025 1213 3920 0000, maintained with National Bank of Poland, Branch in Warsaw.
Payment must be made in full within 10 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 highest bidder should immediately, and in any case within 60 days from the date of announcing the highest bidder, submit applications to the relevant bodies for the said decisions to be issued. In this case, 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 at ul. Krucza 36/Wspólna 6, 00-522 Warszawa after the receipt of the full payment for the shares has been confirmed.
The auction shall be closed upon signing the Share Purchase Agreement for the Company’s shares.
The bid security in the amount of PLN 249,113.00 (say: two hundred and forty-nine thousand one hundred and thirteen zloty), which corresponds to 10% of the starting price of the Shares shall be paid by bank transfer to the account of the Ministry of Treasury, account no. 13 1130 1017 0019 9426 2520 0007, maintained with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, by 24 February 2010.
The bid security is non refundable in the event that the highest bidder refuses to sign the Share Purchase Agreement and in the event that the highest bidder decides not to participate in the auction after application submission deadline.
In the event that an entity that has been allowed to take part in the auction fails to turn up or none of the participants offers a starting price, this shall be regarded as the decision to withdraw from participation.
The entities interested in the purchase of shares of VOX-ACTIVE Sp. z o.o. with registered office in Janikowo k/Poznania during the publicly announced auction may purchase the “Company Memorandum”. To do so, the interested entity should:
• be present in the Ministry of Treasury, room 559, on a working day, from 28 January 2010 to 23 February 2010, between 12.00 noon and 2.00 PM,
• produce a transcript from the Register of Entrepreneurs from the National Court Register / certificate of entry in the register of business activity, reflecting the current standing of the entity (issued not earlier than three months prior to the date of submission), and in the event that the interested party is a natural person who is not an entrepreneur – produce the ID card,
• sign the “Confidentiality Obligation” document through the duly authorized representatives of the interested entities.
The “Company Memorandum” contains the information concerning the Company’s legal, financial and economic standing. The price for the Memorandum is PLN 100.00, and is payable at the cashier’s desk, room 372, Division of General Accountancy and Reporting of the Department of Budget and Finances of the Ministry of Treasury from 12.00 noon to 2.00 PM or to the account of the Ministry of Treasury no. 83 1130 1017 0019 9426 2520 0008, maintained in Bank Gospodarstwa Krajowego, Branch No. 1 in Warsaw.
The person responsible for providing access to the said documentation is:
• Mr. Krzysztof Szajek, room 559, phone (022) 695 81 83.
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) Regon number;
3) Tax Identification Number;
4) e-mail address;
5) address for correspondence;
6) phone number;
7) fax number;
8) attached evidence of payment of the bid security, along with an indication of the bank account to which the bid security should be refunded;
9) if the entity interested in participation in the auction is a natural person:
a) a photocopy of an identity document confirming the identity of such person, certified by a notary public to be a true copy of the original,
b) if the natural person is engaged in a business activity – a valid certificate confirming entry in the Register of Business Activity, if separate provisions of law require the entity to be entered in the Register of Business Activity, submitted in original, transcript or as a certified copy made by a notary public,
c) information on the method of financing of the share purchase transaction;
10) if the entity interested in participation in the auction is a legal person:
a) a valid extract from the relevant register,
b) details of the person(s) entitled to participate in the auction, along with a power of attorney,
c) details of the person(s) entitled to represent the entity in signing the agreement, along with a duly executed power of attorney, in the event that the identity of the signee is different than the identity of the person specified in item 10(b),
d) information on the method of financing of the share purchase transaction;
11) 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.
The documents specified in the invitation must be submitted in writing as original documents or the copies thereof, which were certified by a notary public to be true copies of the original.
The documents made in a foreign language should be submitted along with the translation thereof made by a sworn translator.
An apostille should be attached to the documents that are public documents within the meaning of the Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents (Journal of Laws of 2005 No. 112, item 938), which were made in accordance with the applicable laws of a country that is a party to the Convention.
The documents that are public documents within the meaning of the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents, which were made in accordance with the applicable laws of a country that is not a party to the Convention should be legalised before they are submitted.
Apostille or legalisation are not required insofar as a bilateral or multilateral agreement that is binding for the Republic of Poland abolishes or simplifies the legalisation procedure or exempts the documents from legalisation within the scope of such agreement.
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 Treasury Property, room 447, on business days, during office hours, i.e. 8.15 AM – 4.15 PM by 24 February 2010.
A respective inscription should be placed on the envelope:
I. „Zgłoszenie do udziału w aukcji dotyczącej nabycia udziałów spółki “DAK – POL” Zakład Drzewny w Czarnej Białostockiej Sp. z o.o. – Nie otwierać”.
Zgłoszenie przekazać do sekretariatu Departamentu Mienia Skarbu Państwa w Ministerstwie Skarbu Państwa”
(Application to participate in the auction for the purchase of shares of “DAK – POL” Zakład Drzewny w Czarnej Białostockiej Sp. z o.o. – Do not open
Please submit the application to the front office of the Department of Treasury Property of the Ministry of Treasury)
II. „Zgłoszenie do udziału w aukcji dotyczącej nabycia udziałów spółki Ośrodek Hodowli Zarodowej Kłanino Sp. z o.o. w Bobolicach – Nie otwierać
Zgłoszenie przekazać do sekretariatu Departamentu Mienia Skarbu Państwa w Ministerstwie Skarbu Państwa”
(Application to participate in the auction for the purchase of shares of Ośrodek Hodowli Zarodowej Kłanino Sp. z o.o. in Bobolice – Do not open
Please submit the application to the front office of the Department of Treasury Property of the Ministry of Treasury)
III. „Zgłoszenie do udziału w aukcji dotyczącej nabycia udziałów spółki Zakłady Przemysłu Ziemniaczanego w Pile „ZETPEZET” Sp. z o.o. – Nie otwierać
Zgłoszenie przekazać do sekretariatu Departamentu Mienia Skarbu Państwa w Ministerstwie Skarbu Państwa.”
(Application to participate in the auction for the purchase of shares of Zakłady Przemysłu Ziemniaczanego w Pile „ZETPEZET” Sp. z o.o. – Do not open
Please submit the application to the front office of the Department of Treasury Property of the Ministry of Treasury)
IV. „Zgłoszenie do udziału w aukcji dotyczącej nabycia udziałów spółki VOX-ACTIVE Sp. z o.o. z siedzibą w Janikowie k/Poznania – Nie otwierać
Zgłoszenie przekazać do sekretariatu Departamentu Mienia Skarbu Państwa w Ministerstwie Skarbu Państwa”
(Application to participate in the auction for the purchase of shares of VOX-ACTIVE Sp. z o.o. with registered office in Janikowo k/Poznania – Do not open
Please submit the application to the front office of the Department of Treasury Property of the Ministry of Treasury).
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 March 2010 at 12:00 noon in room 116 at the Ministry of Treasury, Warsaw, ul. Krucza 36/Wspólna.
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.
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I.

The text of the Share Purchase Agreement:

SHARE PURCHASE AGREEMENT
No. MSP/.......................................................
concerning the purchase of shares of the Company
“DAK – POL” Zakład Drzewny w Czarnej Białostockiej Sp. z o.o.

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: ul. ....................., ................................., 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 9,350 (say: nine thousand three hundred and fifty) shares, of a nominal value of PLN 100.00 (say: one hundred) each, constituting 41.56% of the share capital of “DAK – POL” Zakład Drzewny w Czarnej Białostockiej Sp. z o.o. with registered office in Czarna Białostocka, entered into the Register of Entrepreneurs kept by the District Court in Białystok, 12th Commercial Division of the National Court Register under KRS No. 0000140640, 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, to the best of his knowledge, that the Shares referred to in item 3 that are 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. ................., which was carried out to sell 9,350 (say: nine thousand three hundred and fifty) shares owned by the Treasury, constituting 41.56% of the Company, hereinafter referred to as the ”Shares”, held in accordance with applicable laws;
The Parties have mutually agreed as follows:
Article 1
1. The Seller sells and the Buyer buys the Shares.
2. The purchase price per Share shall be PLN............... (say: ..................................), hereinafter referred to as the “Price per Share”.
3. The total Share purchase price shall be PLN ...................... (............................................) 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 236,555.00 (say: two hundred and thirty-six thousand five hundred and fifty-five), i.e......................... (say: .......................) 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 the transfer of shares to the Buyer as well as to submit the copy thereof for the relevant entry to be made in the Company’s Shareholders’ Register.
Article 4
1. The Buyer represents that conclusion and execution of this Agreement by the Buyer does not violate the provisions of the Polish law, nor any provisions of any order, decision, resolution, permit, authorisation or exemption issued by judiciary or public administration bodies of the Republic of Poland.
2. The Buyer represents that it 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.
Article 5
1. This Agreement shall be governed by the provisions of the Polish law.
2. The costs of taxes and other fees related to the conclusion and execution of this Agreement shall be borne by the Buyer.
3. All changes to this Agreement shall be made in writing on pain of nullity, with signatures confirmed by the notary public.
4. The Parties shall make their best efforts to resolve all disputes arising from or related to this Agreement amicably.
5. All claims and disputes between the Parties arising from or related to this Agreement, including those concerning the validity hereof and construction of the provisions hereof, which could not be settled amicably shall be resolved by the ordinary court having jurisdiction over the Seller.
6. This Agreement has been made in the Polish language, in two identical copies, one for each of the Parties.
7. All notifications and communication related hereto shall be made in writing and submitted personally, by courier or registered mail upon confirmation of receipt, to the address of:

The Seller: The Buyer:
Ministry of Treasury ........................
ul. Krucza 36/ Wspólna 6
00-522 Warsaw

8. 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:
The Seller: The Buyer:

(Signatures confirmed by the notary public)

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

II.

The text of the Share Purchase Agreement:

SHARE PURCHASE AGREEMENT
No. MSP/.......................................................
concerning the purchase of shares of the Company
Ośrodek Hodowli Zarodowej Kłanino Sp. z o.o. in Bobolice

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: ul. ....................., ................................., 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 4,238 (say: four thousand two hundred and thirty-eight) shares with a nominal value of PLN 500.00 (say: five hundred) each, constituting 100% of the share capital of Ośrodek Hodowli Zarodowej Kłanino Sp. z o.o. with registered office in Bobolice, entered in the register of entrepreneurs kept by the District Court in Koszalin, 9th Division of the National Court Register under the KRS No. 0000099465, hereinafter referred to as the “Company”. Company’s transcript from the register of entrepreneurs constitutes Appendix 2 hereto;
2. The Seller represents, to the best of his knowledge, that the Shares referred to in item 3 that are 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 during the auction no..........................., regarding the sale of 4,238 (say: four thousand two hundred and thirty-eight) shares owned by the Treasury, constituting 100% of the share capital of the Company (hereinafter referred to as the ”Shares”), carried out in accordance with the applicable law;
The Parties have mutually agreed as follows:
Article 1
1. The Seller sells, and the Buyer buys the Shares.
2. Purchase price per Share shall be PLN ..... (say: ..... ), hereinafter referred to as the “Price per Share”.
3. Total Share purchase price shall be PLN ..... (say: ........), and it shall be the product of the Price per Share multiplied by the number of 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 167,189.00 (say: one hundred and sixty-seven thousand one hundred and eighty-nine zloty), i.e. ............... 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 that constitutes 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 the transfer of shares to the Buyer as well as to submit the copy thereof for the relevant entry to be made in the Company’s Shareholders’ Register.
Article 4
1. The Buyer represents that conclusion and execution of this Agreement by the Buyer does not violate the provisions of the Polish law, nor any provisions of any order, decision, resolution, permit, authorisation or exemption issued by judiciary or public administration bodies of the Republic of Poland.
2. The Buyer represents that it 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.
Article 5
1. This Agreement shall be governed by the provisions of the Polish law.
2. The costs of taxes and other fees related to the conclusion and execution of this Agreement shall be borne by the Buyer.
3. All changes to this Agreement shall be made in writing on pain of nullity, with signatures confirmed by the notary public.
4. The Parties shall make their best efforts to resolve all disputes arising from or related to this Agreement amicably.
5. All claims and disputes between the Parties arising from or related to this Agreement, including those concerning the validity hereof and construction of the provisions hereof, which could not be settled amicably shall be resolved by the ordinary court having jurisdiction over the Seller.
6. This Agreement has been made in the Polish language, in two identical copies, one for each of the Parties.
7. All notifications and communication related hereto shall be made in writing and submitted personally, by courier or registered mail upon confirmation of receipt, to the address of:

The Seller: The Buyer:
Ministry of Treasury ........................
ul. Krucza 36/ Wspólna 6
00-522 Warsaw

8. 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:
The Seller: The Buyer:

(Signatures confirmed by the notary public)

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

III.

The text of the Share Purchase Agreement:

SHARE PURCHASE AGREEMENT
No. MSP/.......................................................
concerning the purchase of shares of the Company
Zakłady Przemysłu Ziemniaczanego w Pile “ZETPEZET” Sp. z o.o.
with registered office in Piła

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: ul. ....................., ................................., 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 116,295 (say: one hundred and sixteen thousand two hundred and ninety-five) shares with a nominal value of PLN 50.00 (say: fifty zloty) each, constituting 33.48% of the share capital of Zakłady Przemysłu Ziemniaczanego w Pile “ZETPEZET” Sp. z o.o. with registered office in Piła, entered in the register of entrepreneurs kept by the District Court in Poznań, 9th Commercial Division of the National Court Register under KRS No. 0000079715, hereinafter referred to as the "Company”. Company’s transcript from the register of entrepreneurs constitutes Appendix 2 hereto;
2. The Seller represents, to the best of his knowledge, that the Shares referred to in item 3 that are 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 during the auction no. ..............., regarding the sale of 116,295 (say: one hundred and sixteen thousand two hundred and ninety-five) shares owned by the Treasury, constituting 33.48% of the share capital of the Company (hereinafter referred to as the ”Shares”), carried out in accordance with the applicable law;
The Parties have mutually agreed as follows:
Article 1
1. The Seller sells, and the Buyer buys the Shares.
2. Purchase price per Share shall be PLN ..... (say: ..... ), hereinafter referred to as the “Price per Share”.
3. Total Share purchase price shall be PLN ..... (say: ........), and it shall be the product of the Price per Share multiplied by the number of 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 985,018.65 (say: nine hundred and eighty-five thousand eighteen zloty, sixty-five groszy), i.e. ............. (say: ........................) 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 that constitutes 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 the transfer of shares to the Buyer as well as to submit the copy thereof for the relevant entry to be made in the Company’s Shareholders’ Register.
Article 4
1. The Buyer represents that conclusion and execution of this Agreement by the Buyer does not violate the provisions of the Polish law, nor any provisions of any order, decision, resolution, permit, authorisation or exemption issued by judiciary or public administration bodies of the Republic of Poland.
2. The Buyer represents that it 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.
Article 5
1. This Agreement shall be governed by the provisions of the Polish law.
2. The costs of taxes and other fees related to the conclusion and execution of this Agreement shall be borne by the Buyer.
3. All changes to this Agreement shall be made in writing on pain of nullity, with signatures confirmed by the notary public.
4. The Parties shall make their best efforts to resolve all disputes arising from or related to this Agreement amicably.
5. All claims and disputes between the Parties arising from or related to this Agreement, including those concerning the validity hereof and construction of the provisions hereof, which could not be settled amicably shall be resolved by the ordinary court having jurisdiction over the Seller.
6. This Agreement has been made in the Polish language, in two identical copies, one for each of the Parties.
7. All notifications and communication related hereto shall be made in writing and submitted personally, by courier or registered mail upon confirmation of receipt, to the address of:

The Seller: The Buyer:
Ministry of Treasury ........................
ul. Krucza 36/ Wspólna 6
00-522 Warsaw

8. 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:
The Seller: The Buyer:

(Signatures confirmed by the notary public)

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

 

 

 

IV.

The text of the Share Purchase Agreement:

SHARE PURCHASE AGREEMENT
No. MSP/.......................................................
concerning the purchase of shares of the Company
VOX-ACTIVE Sp. z o.o. with registered office in Janikowo k/Poznania

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: ul. ....................., ................................., 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 22,867 (say: twenty-two thousand eight hundred and sixty-seven) shares with a nominal value of PLN 100.00 (say: one hundred) each, constituting 41.65% of the share capital of VOX-ACTIVE Sp. z o.o. with registered office in Janikowo k/Poznania, entered in the register of entrepreneurs kept by the District Court for Poznań – Nowe Miasto i Wilda in Poznań, 8th Commercial Division of the National Court Register under the KRS No. 0000058584, hereinafter referred to as the “Company”. Company’s transcript from the register of entrepreneurs constitutes Appendix 2 hereto;
2. The Seller represents, to the best of his knowledge, that the Shares referred to in item 3 that are 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 during the auction no. ........., regarding the sale of 22,867 (say: twenty-two thousand eight hundred and sixty-seven) owned by the Treasury, constituting 41.65% of the share capital of the Company (hereinafter referred to as the ”Shares”), carried out in accordance with the applicable law;
The Parties have mutually agreed as follows:
Article 1
1. The Seller sells, and the Buyer buys the Shares.
2. Purchase price per Share shall be PLN ..... (say: ..... ), hereinafter referred to as the “Price per Share”.
3. Total Share purchase price shall be PLN ..... (say: ........), and it shall be the product of the Price per Share multiplied by the number of 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 249,113.00 (say: two hundred and forty-nine thousand one hundred and thirteen), i.e. ................. (say: .............) 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 that constitutes 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 the transfer of shares to the Buyer as well as to submit the copy thereof for the relevant entry to be made in the Company’s Shareholders’ Register.
Article 4
1. The Buyer represents that conclusion and execution of this Agreement by the Buyer does not violate the provisions of the Polish law, nor any provisions of any order, decision, resolution, permit, authorisation or exemption issued by judiciary or public administration bodies of the Republic of Poland.
2. The Buyer represents that it 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.

Article 5
1. This Agreement shall be governed by the provisions of the Polish law.
2. The costs of taxes and other fees related to the conclusion and execution of this Agreement shall be borne by the Buyer.
3. All changes to this Agreement shall be made in writing on pain of nullity, with signatures confirmed by the notary public.
4. The Parties shall make their best efforts to resolve all disputes arising from or related to this Agreement amicably.
5. All claims and disputes between the Parties arising from or related to this Agreement, including those concerning the validity hereof and construction of the provisions hereof, which could not be settled amicably shall be resolved by the ordinary court having jurisdiction over the Seller.
6. This Agreement has been made in the Polish language, in two identical copies, one for each of the Parties.
7. All notifications and communication related hereto shall be made in writing and submitted personally, by courier or registered mail upon confirmation of receipt, to the address of:

The Seller: The Buyer:
Ministry of Treasury ........................
ul. Krucza 36/ Wspólna 6
00-522 Warsaw

8. 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:
The Seller: The Buyer:

(Signatures confirmed by the notary public)

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