SHARE PURCHASE AGREEMENT No. MSP /... CONCERNING THE PURCHASE OF SHARES OF GÓRNICZE ZAKŁADY DOLOMITOWE S.A. WITH REGISTERED OFFICE IN SIEWIERZ

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1 SHARE PURCHASE AGREEMENT No. MSP /... CONCERNING THE PURCHASE OF SHARES OF GÓRNICZE ZAKŁADY DOLOMITOWE S.A. WITH REGISTERED OFFICE IN SIEWIERZ 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..., Economic 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: 6

2 1. The Seller owns 279,832 (say: two hundred and seventy-nine thousand eight hundred and thirty-two) ordinary bearer shares of series A with numbers , , , , , , , , , , with nominal value of PLN 2.01 (say: two zloty one grosz) each, constituting 25% of the share capital of Górnicze Zakłady Dolomitowe S.A. with registered office in Siewierz, entered in the register of entrepreneurs kept by the District Court in Częstochowa, 17 th Economic division of the National Court Register under the KRS No , 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 to be disposed of, which are referred to in item 3 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 279,832 (say: two hundred and seventy-nine thousand eight hundred and thirty-two) ordinary bearer shares of series A with numbers , , , , , , , , , , owned by the Treasury, constituting 25% of the Share Capital of the Company, hereinafter referred to as the Shares, held in accordance with applicable laws; The Parties have mutually agreed as follows: 1 1. The Seller sells and the Buyer buys 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 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 2,051, (say: two million fifty-one thousand one hundred and eight-six zloty, fifty-six 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 The Seller hereby confirms that it has received the amount of the total Share purchase price. 7

3 3 1. The shares shall be transferred by the Seller to the Buyer upon conclusion of this Agreement and the Seller s order to transfer the bearer shares of series A with numbers , , , , , , , , , , with nominal value of PLN 2.01 each, placed in the depository for securities (hereinafter referred to as the Depository ) kept in the custody of Dom Maklerski BZ WBK with registered office in Poznań, Pl. Wolności 15 (hereinafter referred to as the Depositary ). In accordance with Article 339 of the Code of Commercial Companies and Article 350 of the Civil Code, the transfer (handing-over) of Shares placed in the Depository kept in the custody of the Depositary to the Buyer shall be executed by the Depositary pursuant to the order attached hereto as Annex At the moment of conclusion of this Agreement the Seller represents that an order is given to the Depositary (attached as Annex 3 hereto) to transfer the Shares referred to in item 1 to the Buyer, and to register the transfer of Shares to the Buyer in the Register of Securities kept in the Depository. 3. Upon the transfer of shares, the Buyer shall be obliged to notify the Company s management board immediately in writing of the transfer of shares to the Buyer as well as to submit the application for the relevant entry to be made in the Company s Shareholders Register 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. 1. This Agreement shall be governed by the provisions of the Polish law 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. 8

4 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 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: Annexes: 1. Buyer s Transcript from the Register of Entrepreneurs from the National Court Register or Certificate of Entry in the economic activity records and the power of attorney (if any). 2. Company s Transcript from the Register of Entrepreneurs from the National Court Register. 3. The order to transfer the shares 9

5 Annex 3 to the Share Purchase Agreement (place, date) Dom Maklerski BZ WBK Pl. Wolności Poznań SHARES TRANSFER ORDER In connection with the Share Purchase Agreement of... for the sale of 279,832 (say: two hundred and seventy-nine thousand eight hundred and thirty-two) ordinary bearer shares (series A with numbers , , , , , , , , , , with a nominal value of PLN 2.01 (say: two zloty one grosz) each) constituting 25% of the share capital of Górnicze Zakłady Dolomitowe S.A. with registered office in Siewierz, I hereby order to transfer the said shares to... by handing them over to the Buyer, and I hereby authorize Dom Maklerski BZ WBK S.A. to execute such transfer. The Depositary shall issue the Registered Depositary Certificate to the Buyer s name to confirm that at the moment of issuance thereof the Buyer is a holder of shares referred to hereinabove, which were placed in the Depository kept in the custody of Dom Maklerski BZ WBK S.A., and the issuance of the said Certificate shall be the confirmation that the Depositary has executed this order. 10