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

 

I.

28,900 shares for one buyer, of a nominal value of PLN 50.00 each, constituting 85% of the share capital of the company Ośrodek Badań i Kontroli Środowiska Spółka z ograniczoną odpowiedzialnością with registered office in Katowice, 40-158 Katowice, ul. Owocowa 8, hereinafter referred to as the “Company”.

 

The starting price for the stake of 28,900 shares is PLN 4,017,100.00 (four million seventeen thousand one hundred zloty). The starting price for one share is PLN 139.00 (one hundred thirty-nine zloty).

 

The minimum bidding increment for the entire stake of 28,900 shares is PLN 40,171.00
(forty thousand one hundred and seventy-one zloty).

 

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

 

The highest bidder shall be obliged to purchase the shares that will not be acquired by the eligible employees who are entitled to acquire such shares on a free-of-charge basis in accordance with the Act, under the terms and conditions set forth in the Share Purchase Agreement enclosed to the Invitation.

 

The Company’s core business activity is the provision of measurement works, research works, preparation of documents and expert evaluations in scope of the analysis of waters, sewage, air, soils, wastes, as well as provision of other services related to environmental protection. Ośrodek Badań i Kontroli Środowiska Sp. z o.o. with registered office in Katowice is a recognised international laboratory.

The Share Purchase Agreement will be concluded with the entity which placed the highest bid, within up to 5 working days from the date of payment of the full purchase price of the shares, reduced by the amount of the bid security, by a bank transfer to the account of the Ministry of Treasury, account no. 03 1010 1010 0025 1213 3920 0000, held with the National Bank of Poland (NBP), Branch in Warsaw.

 

Payment must be made in full within 7 working days from the date of announcing the highest bidder.

 

In the case when the purchase of shares requires:

1.      the decision of the Chairman of the Office of Competition and Consumer Protection (UOKiK) on no impediments to the intended merger of companies;

2.      the consent of the Minister of Internal Affairs

the payment must be made in full within 5 working days from the day of submitting the above mentioned decisions to the Minister of Treasury.

 

The Share Purchase Agreement will be concluded at the organisational unit of the Ministry of Treasury responsible for budget and finance after receipt of the full payment for the shares has been confirmed.

 

The Share Purchase Agreement will be concluded at the Ministry of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa.

 

The auction shall be closed upon signing the Share Purchase Agreement for the Company’s shares.

 

The bid security of PLN 401,710.00 (four hundred and one thousand seven hundred and ten zloty) which corresponds to 10% of the starting price for the entire stake of shares shall be paid by bank transfer to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007, by 7 December 2009.

 

The bid security is non refundable in the event that the highest bidder refuses to sign the Share Purchase Agreement and when the entity which deposited the required bid security decides not to participate in the auction after the date for submitting applications has expired.

 

Entities interested in the purchase of the Company’s shares through a public auction may purchase the “Company Memorandum”. For this purpose they should:

·        approach the Ministry of Treasury, room no. 728, on business days: from 10 November 2009 till 7 December 2009, between 12:00 and 2:00 PM,

·        present the Transcript from the Register of Entrepreneurs of the National Court Register / Certificate on Entry into the Register of Business Activity, showing the current representation of the entity (certificate must be not older than three months), and if the interested party is a natural person who is not an entrepreneur – present an identity document,

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

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

 

The person responsible for releasing the above documentation is:

-         Ms. Monika Malesza, room 728, Tel. (22) 695 82 69

 

Entities interested in the purchase of the Company’s shares will be able, upon prior registration, to examine the Company’s documents and other business-related documentation on the date specified by the Ministry of Treasury. For this purpose, the interested parties must submit by 17 November 2009 a Request to examine the Company’s documents to the Ministry of Treasury, 00‑522 Warszawa, ul. Krucza 36/Wspólna 6, Secretary’s Office of the Department of Privatisation Projects, room 739, fax: (22) 695 88 18, along with a statement by a bank or a savings and credit union (issued after 30 September 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 and other business-related documentation to an entity which submitted the above mentioned request after 17 November 2009.

 

II.

 

19,550 shares for one buyer, of a nominal value of PLN 100.00 each, constituting 85% of the share capital of the company Grodziska Fabryka Wyposażenia Wagonów “GROWAG” Sp. z o.o. with registered office in Zdrój, Zdrój 49A, 62-065 Grodzisk Wielkopolski, hereinafter referred to as the “Company”

 

 

 

The starting price for the stake of 19,550 shares is PLN 12,316,500.00 (twelve million three hundred and sixteen thousand five hundred zloty). The starting price for one share is PLN 630.00 (six hundred and thirty zloty).

 

The minimum bidding increment for the entire stake of 19,550 shares is PLN 123,165.00
(one hundred twenty-three thousand one hundred and sixty-five zloty).

 

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

 

The highest bidder shall be obliged to purchase the shares that will not be acquired by the eligible employees who are entitled to acquire such shares on a free-of-charge basis in accordance with the Act, under the terms and conditions set forth in the Share Purchase Agreement enclosed to the invitation.

 

The business of the company is the manufacture of railway seats mounted in passenger railway cars, electric multiple units and railbusses. In recent years this manufacture accounted for 70-75% of sales revenues. Apart from seats, the company also specialises in the manufacture and regeneration of hydraulic shock absorbers used in railway carriages and locomotives.

 

The company sells its products and services both on the primary market (manufacture) and the secondary market (manufacture of spare parts, provision of repair services).

 

A few dozen years of an ongoing presence on the domestic market, gradual expansion to foreign markets, and the experience gathered in the course of the business activity have allowed the Company to retain its significant position in the market of railway cars’ equipment.

 

The Share Purchase Agreement will be concluded with the entity which placed the highest bid, within up to 5 working days from the date of payment of the full purchase price of the shares, reduced by the amount of the bid security, by a bank transfer to the account of the Ministry of Treasury, account no. 03 1010 1010 0025 1213 3920 0000, held with the National Bank of Poland (NBP), Branch in Warsaw.

 

Payment must be made in full within 7 working days from the date of announcing the highest bidder.

 

In the case when the purchase of shares requires:

1.      the decision of the Chairman of the Office of Competition and Consumer Protection (UOKiK) on no impediments to the intended merger of companies;

2.      the consent of the Minister of Internal Affairs

the payment must be made in full within 5 working days from the day of submitting the above mentioned decisions to the Minister of Treasury.

 

The Share Purchase Agreement will be concluded at the organisational unit of the Ministry of Treasury responsible for budget and finance after receipt of the full payment for the shares has been confirmed.

 

The Share Purchase Agreement will be concluded at the Ministry of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa.

 

The auction shall be closed upon signing the Share Purchase Agreement for the Company’s shares.

 

The bid security of PLN 1,231,650.00 (one million two hundred thirty-one thousand six hundred and fifty zloty), which corresponds to 10% of the entire starting price for the stake of shares shall be paid by bank transfer to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007, by 7 December 2009.

 

The bid security is non refundable in the event that the highest bidder refuses to sign the Share Purchase Agreement and when the entity which deposited the required bid security decides not to participate in the auction after the date for submitting applications has expired.

 

Entities interested in the purchase of the Company’s shares through a public auction may purchase the “Company Memorandum”. For this purpose they should:

·        approach the Ministry of Treasury, room no. 728, on business days: from 10 November 2009 till 7 December 2009, between 12:00 and 2:00 PM,

·        present the Transcript from the Register of Entrepreneurs of the National Court Register / Certificate on Entry into the Register of Business Activity, showing the current representation of the entity (certificate must be not older than three months), and if the interested party is a natural person who is not an entrepreneur – present an identity document,

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

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

 

The person responsible for releasing the above documentation is:

-         Mr. Jakub Wielgus, room 728, Tel. (22) 695 83 45.

 

Entities interested in the purchase of the Company’s shares will be able, upon prior registration, to examine the Company’s documents and other business-related documentation on the date specified by the Ministry of Treasury. For this purpose, the interested parties must submit by 17 November 2009 a Request to examine the Company’s documents to the Ministry of Treasury, 00‑522 Warszawa, ul. Krucza 36/Wspólna 6, Secretary’s Office of the Department of Privatisation Projects, room 739, fax: (22) 695 88 18, along with a statement by a bank or a savings and credit union (issued after 30 September 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 and other business-related documentation to an entity which submitted the above mentioned request after 17 November 2009.

 

For the avoidance of any doubt, the Minister of State Treasury declares that the “Company Memorandum” is issued for each Company individually, upon signing of the document “Confidentiality Obligation” separately for each Company, and that the privatization process will be conducted for each of the Companies individually.

 

An application for participation in the auction should be made in the Polish language and should contain:

1.      name, surname and address or name and registered office of the entity interested in participating in the auction;

2.      address for correspondence;

3.      attached evidence of payment of the bid security, along with an indication of the bank account to which the bid security should be refunded;

4.      If the entity responding to the invitation is a natural person:

a.       a photocopy of an identity document confirming the identity of such person, certified by a notary public to be a true copy of the original,

b.      if the natural person is engaged in a business activity – a valid certificate confirming entry in the Register of Business Activity, if separate provisions of law require the entity to be entered in the Register of Business Activity, submitted in original or as a certified copy made by a notary public,

c.       information on the method of financing of the share purchase transaction;

5.      If the entity responding to the invitation is a legal person:

a.       a valid extract from the relevant register,

b.      details of the person(s) entitled to participate in the auction, along with a power of attorney,

c.       details of the person(s) entitled to represent the entity in signing the agreement, along with a duly executed power of attorney, in the event that the identity of the signee is different than the identity of the person specified in item 1,

d.      information on the method of financing of the share purchase transaction;

6.      declaration that the entity interested in participation in the auction:

a.       is not in default with payment of any taxes, or a declaration that the entity obtained, in accordance with the law, the required exemption, deferral, division of overdue amounts into instalments or a stay of execution (in full) of the decision of a relevant authority,

b.      is not in default with payment of fees or premiums for social or medical insurance, or a declaration that the entity obtained, in accordance with the law, the required exemption, deferral, division of overdue amounts into instalments or a stay of execution (in full) of the decision of a relevant authority,

c.       is not in breach of any other privatisation agreements and that the entity is not a party to any court disputes in this regard,

d.      is not in breach of any other agreements concluded with the Treasury, and that the entity is not a party to any court disputes in this regard,

e.       is not a subject of liquidation proceedings and that no bankruptcy was announced, apart from entities which upon announcement of bankruptcy made an arrangement approved under a valid court decision, provided that such arrangement does not provide for satisfaction of creditors by liquidation of the assets of the bankrupt entity,

f.        is not entered in the Register of Insolvent Debtors,

g.       is not registered in the Credit Information Bureau as an unreliable borrower.

 

In the event that the entity interested in participation in the auction is a foreign entity, the submitted documents in a foreign language must be translated into the Polish language by a certified translator. Documents such as an extract from the relevant register, a power of attorney to act on behalf of the entity interested in participation in the auction should be certified by a Consulate/the Embassy of the Republic of Poland in the country where the entity interested in participation in the auction has its registered office, unless specified otherwise by applicable law provisions.

 

Applications for the auction should be submitted in one copy, in a sealed envelope, to the Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, to the front office of the Ministry of Treasury or the front office of the Department of State Real Property and Minority Stakes, room 447, on business days, during office hours 8.15 AM – 4.15 PM by 7 December 2009.

 

A respective inscription should be placed on the envelope:

I.

„Zgłoszenie do udziału w aukcji dotyczącej nabycia udziałów spółki Ośrodek Badań i Kontroli Środowiska Sp. z o.o. z siedzibą w Katowicach – Nie otwierać” (Application to participate in the auction for the purchase of shares of the company Ośrodek Badań i Kontroli Środowiska Sp. z o.o. with registered office in Katowice – Do not open).

 

II.

„Zgłoszenie do udziału w aukcji dotyczącej nabycia udziałów spółki Grodziska Fabryka Wyposażenia Wagonów “GROWAG” Sp. z o.o. z siedzibą w Zdroju – Nie otwierać” (Application to participate in the auction for the purchase of shares of the company Grodziska Fabryka Wyposażenia Wagonów “GROWAG” Sp. z o.o. with registered office in Zdrój – Do not open).

 

Applications to participate in the auction will not be accepted after the expiry of the stipulated date and/or if no inscriptions, as indicated above, have been placed on the envelopes.

 

The auction will commence on 10 December 2009 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.

 

I.

The text of the Share Purchase Agreement for the shares of the Company Ośrodek Badań i Kontroli Środowiska Sp. z o.o. with registered office in Katowice:

 

SHARE PURCHASE AGREEMENT

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

concerning the purchase of shares of the Company

Ośrodek Badań i Kontroli Środowiska Sp. z o.o. with registered office in Katowice

 

concluded on ........................... in Warsaw (hereinafter referred to as the “Agreement”),

by and between:

the Treasury of the Republic of Poland, represented by the Minister of Treasury, Mr./Ms. ...................................., hereinafter referred to as the “Seller”

and

(if the buyer is a legal person)

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

(if the buyer is a natural person)

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

 

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

WHEREAS:

1.      The Seller owns 34,000 (thirty four thousand) shares, of a nominal value of PLN 50.00 (fifty zloty) each, constituting 100% of the share capital of the company Ośrodek Badań i Kontroli Środowiska Spółka z ograniczoną odpowiedzialnością with registered office in Katowice, entered into the Register of Entrepreneurs maintained by the District Court Katowice-Wschód in Katowice, Commercial Division VIII of the National Court Register, under KRS number 0000288674, hereinafter referred to as the “Company”, of which 5,100 (five thousand one hundred) of the Company’s shares of a nominal value of PLN 50,00 (fifty zloty) each, constituting up to 15% of the Company’s share capital, will be made available free of charge to eligible employees of the Company. The Company’s transcript from the Register of Entrepreneurs is attached hereto as Annex No. 2.

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

3.      The Buyer has placed the highest bid in auction no. ..... to sell 28,900 (twenty eight thousand nine hundred) shares, constituting 85% of the share capital of the Company Ośrodek Badań i Kontroli Środowiska Sp. z o.o. with registered office in Katowice, hereinafter referred to as the “Shares”, held in accordance with applicable laws.

The Parties have mutually agreed as follows:

Article 1

1.      The Seller agrees to sell and the Buyer agrees to buy the Shares.

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

3.      The total Share purchase price shall be PLN ...................... (............................................ zloty) and it is equal to the product of the Price per Share and the number of the Shares purchased by the Buyer.

Article 2

1.      The Seller confirms that the Buyer has paid the amount specified in Article 1(3) of the Agreement, reduced by the amount of the bid security of PLN 401,710.00 (four hundred one thousand seven hundred and ten zloty), paid by bank transfer to the account of the Ministry of Treasury held with the National Bank of Poland (NBP), Branch in Warsaw, account no. 03 1010 1010 0025 1213 3920 0000.

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

Article 3

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

2.      Upon conclusion of this Agreement, the Buyer shall be obliged to notify the Company’s Management Board immediately in writing of conclusion of this Agreement and purchase of the Shares immediately upon conclusion of this Agreement as well as to submit a request for making a relevant entry in the Company’s Shareholders’ Register.

Article 4

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

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

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

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

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

Article 5

1.      This Agreement shall be governed by the laws of Poland.

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

3.      All changes to this Agreement shall be made in writing, with signatures authenticated by a notary public, on pain of nullity.

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

5.      All notifications and communication related hereto shall be made in writing and submitted personally, by courier or registered mail (with return receipt requested) to the addresses of the Parties:

for the Seller:                                                  for the Buyer:

Ministerstwo Skarbu Państwa                             ........................

ul. Krucza 36/ Wspólna 6

00-522 Warszawa

6.      Each Party shall inform the other Party in writing in case of any change of the address for notifications and communications related hereto. If any of the Parties fails to inform the other Party as required, the notifications and communications sent to the former address shall be deemed delivered.

Signed by:

The Seller:                                                                              The Buyer:

 

Annexes:

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

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

 

 

II.

Text of the Share Purchase Agreement for the shares of the Company Grodziska Fabryka Wyposażenia Wagonów “GROWAG” Sp. z o.o. with registered office in Zdrój:

 

SHARE PURCHASE AGREEMENT

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

concerning the purchase of shares of the Company

Grodziska Fabryka Wyposażenia Wagonów “GROWAG” Sp. z o.o. with registered office in Zdrój

 

conclued 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./Ms. ...................................., hereinafter referred to as the “Seller”

and

(if the buyer is a legal person)

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

(if the buyer is a natural person)

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

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

WHEREAS:

1.      The Seller owns 23,000 (twenty three thousand) shares of a nominal value of 100.00 (one hundred zloty) each, constituting 100% of the share capital of the Company Grodziska Fabryka Wyposażenia Wagonów “GROWAG” Spółka z ograniczoną odpowiedzialnością with registered office in Zdrój, entered into the Register of Entrepreneurs maintained by the District Court Poznań-Nowe Miasto I Wilda, Commercial Division VIII of the National Court Register, under KRS number 0000298838, hereinafter referred to as the “Company”, of which 3,450 (three thousand four hundred and fifty) of the Company’s shares of a nominal value of PLN 100.00 (one hundred zloty) each, constituting up to 15% of the Company’s share capital, will be made available free of charge to eligible employees of the Company. The Company’s transcript from the Register of Entrepreneurs is attached hereto as Annex No. 2.

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

3.      The Buyer has placed the highest bid in auction no. ..... to sell 19,550 (nineteen thousand five hundred) shares, constituting 85% of the share capital of the Company Grodziska Fabryka Wyposażenia Wagonów “GROWAG” Sp. z o.o. with registered office in Zdrój, hereinafter referred to as the “Shares”, held in accordance with applicable laws.

The Parties have mutually agreed as follows:

Article 1

1.      The Seller agrees to sell and the Buyer agrees to buy the Shares.

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

3.      The total Share purchase price shall be PLN ...................... (............................................ zloty) and it is equal to the product of the Price per Share and the number of the Shares purchased by the Buyer.

Article 2

1.      The Seller confirms that the Buyer has paid the amount specified in Article 1(3) of the Agreement, reduced by the amount of the bid security of PLN 1,231,650.00 (one million two hundred thirty-one thousand six hundred and fifty zloty), paid by bank transfer to the account of the Ministry of Treasury held with the National Bank of Poland (NBP), Branch in Warsaw, account no. 03 1010 1010 0025 1213 3920 0000.

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

Article 3

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

2.      Upon conclusion of this Agreement, the Buyer shall be obliged to notify the Company’s Management Board immediately in writing of conclusion of this Agreement and purchase of the Shares immediately upon conclusion of this Agreement, as well as to submit a request for making a relevant entry in the Company’s Shareholders’ Register.

 

 

Article 4

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

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

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

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

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

Article 5

1.      This Agreement shall be governed by the laws of Poland.

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

3.      All changes to this Agreement shall be made in writing, with signatures authenticated by a notary public, on pain of nullity.

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

5.    All notifications and communication related hereto shall be made in writing and submitted personally, by courier or registered mail (with return receipt requested) to the addresses of the Parties:

 

 

for the Seller:                                                  for the Buyer:

Ministerstwo Skarbu Państwa                             ........................

ul. Krucza 36/ Wspólna 6

00-522 Warszawa

6.      Each Party shall inform the other Party in writing in case of any change of the address for notifications and communications related hereto. If any of the Parties fails to inform the other Party as required, the notifications and communications sent to the former address shall be deemed delivered.

Signed by:

The Seller:                                                                              The Buyer:

 

Annexes:

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

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