AGREEMENT NO. MSP/ FOR THE PURCHASE OF SHARES OF STRADOM S.A. with registered office in Częstochowa

Transcription

1 AGREEMENT NO. MSP/ FOR THE PURCHASE OF SHARES OF STRADOM S.A. with registered office in Częstochowa concluded on... in Warsaw (further referred to as the Agreement ), by and between: the Treasury of the Republic of Poland represented by the Minister of Treasury, Mr...., further referred to as "the Seller" and (where the buyer is a legal person)... (company/buyer's name) with its registered office in... and address: ul....,..., Tax Identification No. (NIP)., Statistical No. (REGON), share capital of... (where a buyer is a limited liability company), paid in... (where the buyer is a joint stock company), entered into the Register of Entrepreneurs of the National Court Register kept by the District Court for... in...,... Commercial Division of the National Court Register under KRS no...., represented by..., authorised to represent the Buyer in accordance with the enclosed transcript from the register ( or duly executed power of attorney where the person(s) is/are acting pursuant to the power of attorney granted by the person authorised to represent the Buyer ), attached hereto as Annex No. 1 further referred to as the "Buyer". (where the buyer is a natural person)... (forenames and surname), address:... ul..., PESEL No..., Tax Identification No. (NIP)., holder of Identity Card series... no... / passport series. no, which photocopy is enclosed hereto as Annex No. 1 (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 certificate of entry in the Register of Business Activity attached hereto as Annex No. 1 ), further referred to as the " Buyer ". The Seller and the Buyer will be further jointly referred to as the Parties, and individually as a Party. WHEREAS: 1

2 1. The Seller is the owner of (say: one hundred fifty eight thousand two hundred eighteen) bearer shares of "A" series with numbers from to , of a nominal value of PLN 3.13 (say: three zloty 13/100) each, which constitutes 25% of share capital of a company under the name of STRADOM S.A. with its registered office in Częstochowa, entered into the Register of Entrepreneurs maintained by the District Court in Częstochowa, XVII Commercial Division of the National Court Register, under the KRS no , further referred to as the "Company ". The Company's transcript from the Register of Entrepreneurs is attached hereto as Annex 2; 2. The Seller represents that to the best of the Seller's knowledge the Shares to be disposed of (referred to in paragraph 3) are free of any restrictions on sale or other encumbrances and are not subject to any third party claims; 3. Pursuant to Art. 33(1) sub-paragraph 5 of the Act of 30 August 1996 on commercialisation and privatisation (Journal of Laws of 2002 No. 171, item 1397, as amended), and pursuant to the Regulation of the Council of Ministers of 30 May 2011 on Detailed Procedure of Selling State Treasury Shares (Journal of Laws No. 114, item 664), an invitation to participate in an oral auction regarding the disposal of (say: one hundred fifty eight thousand two hundred eighteen) shares of "A" series with numbers from to , owned by the Treasury, which constitute 25% of the share capital of Company, further referred to as the " Shares "; 4. The Agreement will be concluded following the oral auction No...., the subject of which was the disposal of the Shares referred to in paragraph 3, as a result of which the Buyer has offered the highest price. The Parties have mutually agreed as follows: 1. The Seller agrees to sell and the Buyer agrees to buy the Shares The purchase price per one Share will be PLN... (say:... zlotys), further referred to as "the Price per Share". 3. The total purchase price of the Shares will be PLN... (say:... zlotys) and will be equal to the product of the Price per Share and the number of Shares purchased by the Buyer The Seller acknowledges that Buyer has paid the amount specified in 1. 3, less the amount paid in the amount of security bid amounting to PLN (say: fifty eight thousand three hundred four zloty), namely the amount of... (say:... ) by a bank transfer to the account of the Ministry of Treasury held with... account no The Seller hereby acknowledges receipt of the amount of the total Share purchase price. 2

3 3 1. The shares will be transferred by the Seller to the Buyer upon ordering by the Seller the transfer of shares deposited at the securities deposit (further referred to as the " Deposit") maintained by TRIGON DOM MAKLERSKI with its register office in Cracow, ul. Mogilska 65 (further referred to as the "Depositary"). 2. The Seller represents that on the date of signing this Agreement the Seller will request the Depositary to hand over the Shares to the Buyer and to record the transfer of the Shares to the Buyer in the Register of Securities maintained in the Deposit. The Share Transfer Order is attached hereto as Annex No The Buyer represents that on the day of signing this Agreement, the Buyer will submit to the Depositary a written authorisation requesting the Depositary to collect the Shares on behalf of the Buyer and to register the transfer of the Shares to the Buyer in the Register of Securities maintained in the Deposit The Buyer represents that the conclusion and performance of this Agreement by the Buyer does not violate any provisions of the Polish law nor does it violate any provisions of any award, decision, ruling, permit, authorisation or exemption issued by the judicial authorities or the 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 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 solely 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 This Agreement will be governed by the laws of Poland. 2. The costs of taxes and all other fees related to the conclusion and performance of this Agreement will be borne by the Buyer. 3. All changes to this Agreement must be made in writing, on pain of nullity. 4. The Parties will endeavour to resolve any disputes arising out of or in connection with this Agreement amicably. 5. All claims or disputes between the Parties arising out of or in connection with this Agreement, also concerning its validity and construction, that cannot be resolved amicably will be submitted for resolution by a common court having jurisdiction over the Seller. 3

4 6. The Buyers will be jointly liable for any obligations hereunder.* (this clause will apply where the Buyer is more than one entity). 7. This Agreement has been made in the Polish language, in two identical copies, one for each of the Parties. 8. The Agreement is open and available subject to the principles defined in the Act of 30 August 1996 on Commercialisation and Privatisation. 9. All notifications and communication related hereto will be made in writing and submitted personally, by courier or registered mail (with return receipt requested) to the respective addresses of the Parties : for the Seller: for the Buyer: Ministry of the Treasury... ul. Krucza 36/ Wspólna Warsaw 10. Each Party will 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 will be deemed delivered. Annexes: 1. Buyer s Copy from the Register of Entrepreneurs kept by the National Court Register, or Certificate of Entry in the Register of Business Activity/photocopy of Identity Card and the Power of Attorney (if any). 2. Company s transcript from the Register of Entrepreneurs kept by the National Court Register. 3. Share Transfer Order Signed by: The Seller: The Buyer: 4

5 Annex 3 to the Share Purchase Agreement TRIGON DOM MAKLERSKI ul. Mogilska Kraków (identification data of the entity which holds shares) SHARE TRANSFER ORDER I, the undersigned, acting on behalf of the Treasury, in connection with the Share Purchase Agreement dated... concerning Treasury owned bearer shares of "A" series with numbers from to , of a nominal value of PLN 3.13 (say: three zloty 13/100) each of STRADOM S.A. with its registered office in Częstochowa (" Shares "), held as a deposit by TRIGON DOM MAKLERSKI ("Depository "), hereby order the transfer of the Shares by the Depositary to the benefit of... (" Buyer ") and I hereby authorise the Depositary to execute such transfer. The Depositary will confirm the execution of this order by issuing a Certificate of Deposit to the Buyer s name, confirming that as at the date of the Certificate the Buyer is the holder of the Shares (place and date) Minister of Treasury