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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 subsequently 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 subsequently amended) extends to all interested parties an invitation to an auction for the purchase of:

I.
440,980 (say: four hundred and forty thousand nine hundred and eighty) ordinary registered shares of series “A” for one buyer, with a nominal value of PLN 10.00 (say: ten zloty) each, constituting 18.28% of the share capital of Podlaska Wytwórnia Wódek Polmos S.A. with registered office in Siedlce (hereinafter referred to as the “Shares”), address: ul. Kolejowa 10, 08-110 Siedlce, registered under the KRS No. 0000027198 with Tax Identification Number 821-000-76-56 hereinafter referred to as the “Company.”

The Company’s principal activities include: production of distilled alcohol beverages and production of ethanol.

The starting price for the stake of 440,980 Shares shall be PLN 2,275,456.80 (say: two million two hundred and seventy-five thousand four hundred and fifty-six zloty and eighty groszy).

The starting price for one Share is PLN 5.16 (say: five zloty and sixteen groszy).

The minimum bidding increment for the entire stake of 440,980 Shares shall be PLN 11,500.00 (say: eleven thousand and five hundred). 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 three-minute intervals.

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, address: 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 227,545.68 (say: two hundred and twenty-seven thousand five hundred and forty-five zloty and sixty-eight groszy) 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 9 April 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 the shares of Podlaska Wytwórnia Wódek Polmos S.A. with registered office in Siedlce through the publicly announced auction may purchase the “Company Memorandum.” To do so, interested entities should:
· approach the Ministry of Treasury, room 569 on working days: from 15 March 2010 to 9 April 2010, between 12:00 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 entity 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 Anna Wilga, room 569, phone: (022) 695 89 40.
II
2,975,000 (say: two million nine hundred and seventy-five thousand) registered shares of series “A” for one buyer, with a nominal value of PLN 10.00 (say: ten zloty) each, constituting 81.5% of the share capital of Zakłady Tekstylno – Konfekcyjne “Teofilów” S.A. with registered office in Łódź (hereinafter referred to as the “Shares”) at: ul. Szparagowa 6/8, 91-211 Łódź, registered under the KRS No. 0000007187, with Tax Identification Number 724-000-45-73 hereinafter referred to as the “Company.”

The Company’s activities include the production and sale of knitted fabrics.

The starting price for the stake of 2,975,000 Shares shall be PLN 44,833,250.00 (say: forty-four million eight hundred and thirty-three thousand two hundred and fifty zloty).

The starting price for one Share is PLN 15.07 (say: fifteen zloty and seven groszy).

The minimum bidding increment for the entire stake of 2,975,000 Shares shall be PLN 225,000.00 (say: two hundred and twenty-five 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 three-minute intervals.

The highest bidder shall be obliged to acquire the shares that are not acquired by the employees eligible to acquire them free of charge as set forth in the Act, subject to terms and conditions of the Share Purchase Agreement attached hereto.

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, address: 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 4,483,325.00 (say: four million four hundred and eighty-three thousand three hundred and twenty-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 9 April 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 the shares of Zakłady Tekstylno – Konfekcyjne “Teofilów” S.A. with registered office in Łódź through the publicly announced auction may purchase the “Company Memorandum.” To do so, interested entities should:
· approach the Ministry of Treasury, room 565 on working days: from 15 March 2010 to 9 April 2010, between 12:00 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 entity 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 Jacek Topyło, room 565, phone: (022) 695 89 12.
The entity interested in the purchase of Shares of Zakłady Tekstylno – Konfekcyjne “Teofilów” S.A. with registered office in Łódź may be granted the right to investigate the Company’s documentation. To obtain such a right, the entity should:
· submit by 24 March 2010 a request to examine the Company’s documents to the Department of Ownership Supervision and Privatisation IV at the Ministry of Treasury (room 553, fax: (22) 695 87 09) along with a statement by a bank or a savings and credit union where the entity holds an account (issued after 31 December 2009), confirming that the entity has financial resources equal to the amount of the bid security or has creditworthiness to that amount.
· sign the “Confidentiality Obligation” document.
After 24 March 2010, the Minister of Treasury may grant the right to investigate the documentation of the Company and its enterprise to the entity that has submitted the required documents.
Applications 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 into the Polish language 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 working days, during office hours, i.e. 8:15 AM – 4:15 PM by 9 April 2010.
A respective inscription should be placed on the envelope:
I. „Zgłoszenie do udziału w aukcji dotyczącej nabycia akcji spółki Podlaska Wytwórnia Wódek Polmos S.A. z siedzibą w Siedlcach – Nie otwierać (Application to participate in the auction for the purchase of shares of Podlaska Wytwórnia Wódek Polmos S.A. with registered office in Siedlce – Do not open)
II. „Zgłoszenie do udziału w aukcji dotyczącej nabycia akcji spółki Zakłady Tekstylno – Konfekcyjne „Teofilów” S.A. z siedzibą w Łodzi – Nie otwierać (Application to participate in the auction for the purchase of shares of Zakłady Tekstylno – Konfekcyjne “Teofilów” S.A. with registered office in Łódź – Do not open)
Zgłoszenie przekazać do sekretariatu Departamentu Mienia Skarbu Państwa w Ministerstwie Skarbu Państwa”(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 14 April 2010 at 1:00 PM in room 116 at the Ministry of Treasury, Warsaw, ul. Krucza 36/Wspólna 6.

The invitation to participate in the auction and the terms and conditions of the auction are subject to change or withdrawal by the Minister of Treasury.
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I.
The text of the Share Purchase Agreement:

SHARE PURCHASE AGREEMENT
No. MSP /.......................................................
concerning the purchase of shares of
Podlaska Wytwórnia Wódek Polmos S.A. with registered office in Siedlce

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 440,980 (say: four hundred and forty thousand nine hundred and eighty) ordinary registered shares of series “A” numbered from 000000001 to 000000050, from 001527501 to 001966150, from 001975796 to 001976080, from 001980641 to 001981210, from 002317226 to 002318650, with a nominal value of PLN 10.00 (say: ten zloty) each, constituting 18.28% of the share capital of Podlaska Wytwórnia Wódek Polmos S.A. with registered office in Siedlce, entered into the Register of Entrepreneurs kept by the District Court in Warsaw under KRS No. 0000027198, 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 440,980 (say: four hundred and forty thousand nine hundred and eighty) Shares owned by the Treasury, constituting 18.28% 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 227,545.68 (say: two hundred and twenty-seven thousand five hundred and forty-five zloty and sixty-eight groszy) i.e. ............. by bank transfer to the account of the Ministry of Treasury maintained with National Bank of Poland, 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 on the day of conclusion of this Agreement, by handing over multiple-share certificates to the Buyer by the Seller together with the Seller’s representation concerning the transfer of Shares to the Buyer (constituting Appendix 3 hereto) and along with all rights and obligations arising therefrom.
2. The Buyer shall confirm the receipt of the multiple-share certificates in writing on this document.
3. Upon the transfer of shares, 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 and application for a 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.
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:
(also confirming receipt of multiple share certificates)

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

Appendix 3
to the Share Purchase Agreement
...........................................

DECLARATION OF THE TRANSFER OF REGISTERED SHARES

I, the undersigned, acting on behalf of the Treasury pursuant to Article 339 of the Commercial Companies Code, hereby transfer 440,980 ordinary registered shares of series “A” numbered from 000000001 to 000000050, from 001527501 to 001966150, from 001975796 to 001976080, from 001980641 to 001981210, from 002317226 to 002318650, with a nominal value of PLN 10.00 (say: ten zloty) each, constituting 18.28% of the share capital of Podlaska Wytwórnia Wódek Polmos S.A. with registered office in Siedlce along with all rights and obligations arising therefrom to ...............................................................................

............................................. ........................................................
(place and date) Minister of Treasury

II.

The text of the Share Purchase Agreement:

SHARE PURCHASE AGREEMENT
No. MSP /.......................................................
concerning the purchase of shares of
Zakłady Tekstylno – Konfekcyjne “Teofilów” S.A. with registered office in Łódź

concluded on .......... in Warsaw (hereinafter referred to as the “Agreement”),
by and between:
the Treasury of the Republic of Poland, represented by the Minister of Treasury, Mr ..............................., hereinafter referred to as the “Seller”
and
(if the buyer is a legal person) *
...................................... (company name of buyer) with registered office in ........................., address: 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 3,500,000 (say: three million five hundred thousand) registered shares of series “A” numbered from 000 000 001 to 003 500 000, with a nominal value of 10.00 (say: ten zloty) each, constituting 95.86% of the share capital of Zakłady Tekstylno – Konfekcyjne “Teofilów” S.A. with registered office in Łódź, entered into the Register of Entrepreneurs kept by the District Court in Łódź, under KRS No. 0000007187, hereinafter referred to as the “Company,” with the reservation that 525,000.00 (say: five hundred and twenty-five thousand) Company shares with a nominal value of PLN 10.00 (say: ten zloty) each, constituting up to 15 % of the share capital of the Company, will be made available free of charge to the eligible Company employees. 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 2,975,000 (two million nine hundred and seventy-five thousand) Treasury-owned ordinary registered shares of series “A” numbered from 000 000 001 to 002975000 constituting 81.5% 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 4,483,325.00 (say: four million four hundred and eighty-three thousand three hundred and twenty-five zloty), i.e. ............. (say: ..............) by bank transfer to the account of the Ministry of Treasury maintained with National Bank of Poland, 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 on the day of conclusion of this Agreement, by handing over multiple-share certificates to the Buyer by the Seller together with the Seller’s representation concerning the transfer of Shares to the Buyer (constituting Appendix 3 hereto) and along with all rights and obligations arising therefrom.
2. The Buyer shall confirm the receipt of the multiple share certificates in writing on this document.
3. Upon the transfer of shares, 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 and application for a relevant entry to be made in the Company’s Shareholders’ Register.
4. The Buyer agrees to purchase (in accordance with the provisions of this Agreement) the shares not acquired by eligible employees on a free-of-charge basis (hereinafter referred to as the “Remaining Shares”) offered by the Seller within 3 years from the date of expiry of the rights 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 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 220 basis points, i.e. by 2.2 percentage points 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 single Share as at the end of the Company’s financial year preceding the sale of the Remaining Shares.

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.
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:
(also confirming receipt of multiple share certificates)

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

Appendix 3
to the Share Purchase Agreement
...........................................

DECLARATION OF THE TRANSFER OF REGISTERED SHARES

I, the undersigned, acting on behalf of the Treasury pursuant to Article 339 of the Commercial Companies Code, hereby transfer 2,975,000 ordinary registered shares of series “A” numbered from 000000001 to 002975000, with a nominal value of PLN 10.00 (say: ten zloty) each, constituting 81.5% of the share capital of Zakłady Tekstylno – Konfekcyjne “Teofilów” Spółka Akcyjna with registered office in Łódź, along with all rights and obligations arising therefrom to ...............................................................................

............................................. ........................................................
(place and date) Minister of Treasury