SHARE PURCHASE AGREEMENT NO. MSP/...

Transcription

1 Shares Purchase Agreements have the following contents SHARE PURCHASE AGREEMENT NO. MSP/... CONCERNING THE PURCHASE OF SHARES OF Podkarpackie Centrum Hurtowe Agrohurt Spółka Akcyjna with the registered office in Rzeszów concluded on..., in Warsaw (hereinafter referred to as the Agreement ), by and between: State Treasury of the Republic of Poland represented by the minister competent to handle State Treasury matters, Mr...., pursuant to the Act of Appointment of..., constituting Appendix 1 hereto, hereinafter referred to as the Seller and (where the buyer is a legal person) *... (company / name of the buyer) with the registered office in..., at...(address), entered into the Register of Entrepreneurs 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 power of attorney prepared in due form in the event that the persons entitled to represent the Buyer have authorised another person/other persons to act on their behalf by means of a power of attorney), constituting Appendix 2 hereto, hereinafter referred to as the Buyer. (where the buyer is a natural person) *... (names and surname), with the place of residence in... at..., holder of the ID card of series... no.... (in the event that the natural person is engaged in economic activity, the entry in the economic activity records under the number... kept by the Municipal Office..., in accordance with the certificate of entry in the economic activity records, constituting Appendix 2 hereto), hereinafter referred to as the Buyer. The Seller and the Buyer are hereinafter jointly referred to as the Parties. Whereas: 1. The Seller owns 5,060 (say: five thousand and sixty) shares with nominal value of PLN (say: one hundred) each, constituting 5.34 % of the share capital of Podkarpackie Centrum Hurtowe Agrohurt Spółka Akcyjna with the registered office in Rzeszów, entered in the Register of Entrepreneurs kept by the District Court in Rzeszów, 12 th Commercial Division of the National Court Register under KRS no , hereinafter referred to as the Company. Company s transcript from the National Court Register constitutes Appendix 3 hereto. 2. The Buyer has placed the highest bid during the auction no...., regarding the sale of 5,060 (say: five thousand and sixty) registered shares of series A, with numbers to and of series C with numbers to owned by State Treasury in the company

2 operating under the business name of Podkarpackie Centrum Hurtowe Agrohurt Spółka Akcyjna with the registered office in Rzeszów, carried out in accordance with the applicable laws. The Parties have mutually agreed as follows: 1 1. The Seller represents that it owns 5,010 (say: five thousand and ten) registered shares of series A with numbers to and 50 (say: fifty) registered shares of series C with numbers to , with nominal value of PLN (say: one hundred) each, constituting 5.34 % of the share capital of the Company, hereinafter referred to as the Shares. 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 The Seller sells, and the Buyer buys 5,010 (say: five thousand and ten) registered shares of series A with numbers to , and 50 (say: fifty) registered shares of series C with numbers to owned by State Treasury in the company operating under the business name of Podkarpackie Centrum Hurtowe Agrohurt Spółka Akcyjna with the registered office in Rzeszów, which were sold at the auction no Purchase price per share shall be PLN... (say:...). 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 The Seller confirms that the Buyer has paid the amount specified in 2 (3) of this Agreement, reduced by the security in the amount of PLN 63, (say: sixty-three thousand four hundred and eleven zlotys, ninety-two groszy), paid by means of the bank transfer to the account of the Ministry of State Treasury no kept by the National Bank of Poland, Regional Branch in Warsaw. 2. The Seller hereby confirms that it has received the amount that constitutes the total share purchase price The shares shall be transferred by the Seller to the Buyer at the moment of conclusion of this Agreement by handing over multiple-share certificates for shares with numbers specified in 1 (1) hereto, along with the Seller s declaration on transfer of shares to the Buyer along with all rights and obligations arising therefrom, which constitutes Appendix 4 hereto. 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 as well as to submit the application to make the relevant entry in the Company s Shareholders Register This Agreement shall be governed by the provisions of the Polish law. 2. The costs of taxes and administration and legal fees related to conclusion 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 Agreement has been made in the Polish language, in two identical copies, one for each of the parties. 5. All notifications and communication related to this Agreement 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:

3 Ministry of State Treasury... ul. Krucza 36/ Wspólna Warsaw Each party shall inform the other Party in writing in case of the change of the address for notifications and communications related to this Agreement. Signed by: On behalf of the Seller: On behalf of the Buyer: The Buyer confirms that it has received multiple-share certificates Appendices: 1. The Act of Appointment of the Minister of State Treasury of..., 2. Buyer s Transcript from the National Court Register or Certificate of Entry in the economic activity records and the power of attorney (if any). 3. Company s Transcript from the National Court Register. 4. Seller s Declaration on Transfer of Shares. SELLER S DECLARATION ON THE TRANSFER OF SHARES Appendix 4 I, the undersigned, acting pursuant to Art. 339 of the Company Law Code, hereby transfer 5,010 registered shares of series A with numbers to and 50 registered shares of series C with numbers to with the nominal value of PLN (say: one hundred) each, constituting 5.34% of Company s share capital, owned by the Seller in the Company operating under the business name of Podkarpackie Centrum Hurtowe Agrohurt S.A. with the registered office in Rzeszów, along with all rights and obligations arising therefrom for the benefit of... Minister of State Treasury The Minister of State Treasury reserves the right to amend this invitation, modify or change the terms and conditions of the auction or cancel it without stating the reason thereof. The Minister of State Treasury reserves the right to change the date and/or time of the auction. The share will be knocked down at the moment of the share purchase agreement conclusion. The object of the share purchase agreement are shares of the company operating under the business name of Podkarpackie Centrum Hurtowe Agrohurt S.A. with the registered office in Rzeszów. The Minister of State Treasury shall bear no costs related to participation in the auction and conclusion of the share purchase agreement concerning the shares of the company operating under the business name of Podkarpackie Centrum Handlowe Agrohurt S.A. with its registered office in Rzeszów borne by entities interested in the purchase of shares. The remaining terms and conditions of the auction are available on the website of the Ministry of State Treasury at and on the information board in the building of the Ministry of State

4 Treasury seated in Warsaw as well as in the building of the Ministry of State Treasury, Regional Office in Rzeszów, ul. Grunwaldzka 15. SHARE PURCHASE AGREEMENT NO. MSP/... CONCERNING THE PURCHASE OF SHARES OF Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. with the registered office in Ustrzyki Dolne concluded on..., in Warsaw (hereinafter referred to as the Agreement ), by and between: State Treasury of the Republic of Poland represented by the minister competent to handle State Treasury matters, Mr...., pursuant to the Act of Appointment of..., constituting Appendix 1 hereto, hereinafter referred to as the Seller and (where the buyer is a legal person)*... (company / name of the buyer) with the registered office in..., at...(address), entered in the Register of Entrepreneurs 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 power of attorney prepared in due form in the event that the persons entitled to represent the Buyer have authorised another person/other persons to act on their behalf by means of a power of attorney), constituting Appendix 2 hereto, hereinafter referred to as the Buyer. (where the buyer is a natural person)*... (names and surname), with the place of residence in... at..., holder of the ID card of series... no.... (in the event that the natural person is engaged in economic activity, the entry in the economic activity records under the number... kept by the Municipal Office..., in accordance with the certificate of entry in the economic activity records, constituting Appendix 2 hereto), hereinafter referred to as the Buyer. The Seller and the Buyer are hereinafter jointly referred to as the Parties. Whereas: 1. The Seller owns 1 (say: one) share, with nominal value of PLN 96, (say: ninety-six thousand two hundred zlotys), constituting 2.09 % of the share capital of the company operating under the business name of Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. with the registered office in Ustrzyki Dolne, entered in the Register of Entrepreneurs kept by the District Court in Rzeszów, 12 th Commercial Division of the National Court Register under KRS no , hereinafter referred to as the Company. Company s transcript from the National Court Register constitutes Appendix 3 hereto. 2. The Buyer has placed the highest bid during the auction no... regarding the sale of 1 (say: one) share owned by State Treasury in the company operating under the business name of

5 Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. with the registered office in Ustrzyki Dolne, carried out in accordance with the applicable laws. The Parties have mutually agreed as follows: 1 1. The Seller represents that it owns 1 (say: one) share with the nominal value of PLN 96, (say: ninety-six thousand two hundred zlotys), constituting 2.09 % of the Company s share capital, hereinafter referred to as the Share. 2. The Seller represents that the share to be disposed of is free of any restrictions on sale or other encumbrances and is not subject to any third party claims The Seller sells, and the Buyer buys 1 (say: one) share owned by State Treasury in the company operating under the business name of Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. with the registered office in Ustrzyki Dolne, which was sold at the auction no Purchase price per share shall be PLN... (say:... ). 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 The Seller confirms that the Buyer has paid the amount specified in 2 (3) of this Agreement, reduced by the security in the amount of PLN 8, (say: eight thousand nine hundred and eighty-five zlotys ten groszy) paid by means of the bank transfer to the account of the Ministry of State Treasury no kept by the National Bank of Poland Regional Branch in Warsaw. 2. The Seller hereby confirms that it has received the amount that constitutes the total share purchase price The share shall be transferred to the Buyer at the moment of conclusion of this Agreement. All rights and obligations arising from obtaining the share 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 share immediately upon conclusion of this Agreement as well as to submit the copy of this Agreement to make a relevant entry in the Company s Shareholders Register This Agreement shall be governed by the provisions of the Polish law. 2. The costs of taxes and administration and legal fees related to conclusion of this Agreement shall be borne by the Buyer. 3. All changes to this Agreement shall be made in writing, and the signatures shall be certified by a notary public on pain of nullity. 4. The Agreement has been made in the Polish language, in two identical copies, one for each of the parties. 5. All notifications and communication related to this Agreement 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 State Treasury ul. Krucza 36/ Wspólna Warsaw...

6 Each party shall inform the other Party in writing in case of the change of the address for notifications and communications related to this Agreement. Signed by: On behalf of the Seller: On behalf of the Buyer: Appendices: 1. The Act of Appointment of the Minister of State Treasury of..., 2. Buyer s Transcript from the National Court Register or Certificate of Entry in the economic activity records and the power of attorney (if any), 3. Company s Transcript from the National Court Register. The Minister of State Treasury reserves the right to amend this invitation, modify or change the terms and conditions of the auction or cancel it without stating the reason thereof. Minister of State Treasury reserves the right to change the date and/or time of the auction. The share will be knocked down at the moment of the share purchase agreement conclusion. The object of the share purchase agreement is the share of the company operating under the business name of Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. with the registered office in Ustrzyki Dolne. The Minister of State Treasury shall bear no costs related to participation in the auction and conclusion of the share purchase agreement concerning the share of the company operating under the business name of Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. with the registered office in Ustrzyki Dolne borne by entities interested in the purchase of shares. The remaining terms and conditions of the auction are available on the website of the Ministry of State Treasury at and on the information board in the building of the Ministry of State Treasury seated in Warsaw as well as in the building of the Ministry of State Treasury, Regional Office in Rzeszów, ul. Grunwaldzka 15. SHARE PURCHASE AGREEMENT NO. MSP/... CONCERNING THE PURCHASE OF SHARES OF Regionalna Agencja Poszanowania Energii Regional Opole Sp. z.o.o. z siedzibą w Kup (Agency of Energy Conservation Opole, Limited Liability Company with registered office in Kup.) concluded on..., in Warsaw (hereinafter referred to as the Agreement ), by and between: the State Treasury of the Republic of Poland represented by the minister competent to handle State Treasury matters, Mr...., pursuant to the act of appointment of..., constituting Appendix 1 hereto, hereinafter referred to as the Seller and (where the buyer is a legal person) *

7 ... (company / name of the buyer) with the registered office in..., at...(address), entered in the Register of Entrepreneurs 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 power of attorney, prepared in due form in the event that the persons entitled to represent the Buyer have authorised another person/other persons to act on their behalf by means of a power of attorney), constituting Appendix 2 hereto, hereinafter referred to as the Buyer. (where the buyer is a natural person) *... (names and surname), with the place of residence in... at..., holder of the ID card series... no.... (in the event that the natural person is engaged in economic activity, the entry to the economic activity records under the number... kept by the Municipal Office..., in accordance with the certificate of entry to the economic activity records, constituting Appendix 2 hereto), hereinafter referred to as the Buyer. The Seller and the Buyer are hereinafter jointly referred to as the Parties. Whereas: 3. The Seller owns 10 (say: ten) shares with nominal value of PLN (say: one thousand) each, constituting 4.46 % of the share capital of the company operating under the business name of Regionalna Agencja Poszanowania Energii Opole Sp. z.o.o. with the registered office in Kup, entered in the Register of Entrepreneurs kept by the District Court in Opole, 8 th Commercial Division of the National Court Register under KRS no , hereinafter referred to as the Company. Company s transcript from the National Court Register constitutes Appendix 3 hereto. 4. The Buyer has placed the highest bid during the auction no...., regarding the sale of 10 (say: ten) State Treasury shares in the company operating under the business name of Regionalna Agencja Poszanowania Energii Opole Sp. z.o.o. with the registered office in Kup, carried out in accordance with the applicable laws. The Parties have mutually agreed as follows: 1 3. The Seller represents that it owns 10 (say: ten) shares with nominal value of PLN (say: one thousand) each, constituting 4.46 % of the share capital of the Company, hereinafter referred to as the Shares. 4. The Seller represents that the shares to be disposed of are free of any restrictions on auction or other encumbrances and are not subject to any third party claims The Seller sells, and the Buyer buys 10 (say: ten) State Treasury shares in the company operating under the business name of Regionalna Agencja Poszanowania Energii Opole Sp. z.o.o. with the registered office in Kup, which were sold at the auction no Purchase price per share shall be PLN... (say:...). 6. 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. 3

8 3. The Seller confirms that the Buyer has paid the amount specified in 2 (3) of this Agreement, reduced by the security in the amount of PLN (say: four hundred and three zlotys, fifteen groszy), paid via bank transfer to the account of the Ministry of State Treasury no kept by the National Bank of Poland, Regional Branch in Warsaw. 4. The Seller hereby confirms that it has received the amount that constitutes the total share purchase price The shares shall be transferred by the Seller to the Buyer at the moment of conclusion of this Agreement along with all rights and obligations arising therefrom, which constitutes Appendix 4 hereto. 4. 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 as well as to submit a copy of this Agreement to make the relevant entry in the Company s Shareholders Register This Agreement shall be governed by the provisions of the Polish law. 7. The costs of taxes and administration and legal fees related to conclusion of this Agreement shall be borne by the Buyer. 8. All changes to this Agreement shall be made in writing and notarially authenticated on pain of nullity. 9. The Agreement has been made in the Polish language, in two identical copies, one for each of the Parties. 10. All notifications and communication related to this Agreement 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 State Treasury... ul. Krucza 36/ Wspólna Warsaw Each party shall inform the other Party in writing in case of the change of the address for notifications and communications related to this Agreement. Signed by: On behalf of the Seller: On behalf of the Buyer: Appendixes: 5. The Act of Appointment of the Minister of State Treasury of..., 6. Buyer s Transcript from the National Court Register or Certificate of Entry in the economic activity records and the power of attorney (if any). 7. Company s Transcript from the National Court Register. The Minister of State treasury reserves the right to amend this invitation, modify or change the terms and conditions of auction or cancel it without stating the reason thereof. Minister of State Treasury reserves the right to change the date and/or time of the auction. The share will be knocked down at the moment of the share purchase agreement conclusion. The object of the share purchase agreement are shares of the company operating under the business name of Regionalna Agencja Poszanowania Energii Opole Sp. z.o.o. with the registered office in Kup. The minister of State treasury shall bear no costs related to participation in the auction and conclusion of the share purchase agreement concerning the shares of the company operating under the business name of Regionalna Agencja Poszanowania Energii Opole Sp. z.o.o. with the registered office in Kup borne by entities interested in the purchase of shares.

9 The remaining terms and conditions of auction are available on the website of the Ministry of State Treasury at and on the information board in the building of the Ministry of State Treasury seated in Warsaw as well as in the building of the Ministry of State Treasury, Regional Office in Wroclaw, ul. Powstańców Śląskich 28/30. SHARE PURCHASE AGREEMENT NO. MSP/... CONCERNING THE PURCHASE OF SHARES OF Regionalny Park Przemysłowy ŚWIDNIK Sp. z.o.o. z siedzibą w Świdniku (ŚWIDNIK Regional Industrial Park, Limited Liability Company with registered Office in Świdnik). concluded on..., in Warsaw (hereinafter referred to as the Agreement ), by and between: the State Treasury of the Republic of Poland represented by the minister competent to handle State Treasury matters, Mr...., pursuant to the act of appointment of..., constituting Appendix 1 hereto, hereinafter referred to as the Seller and (where the buyer is a legal person) *... (company / name of the buyer) with the registered office in..., at...(address), entered in the Register of Entrepreneurs 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 power of attorney, prepared in due form in the event that the persons entitled to represent the Buyer have authorised another person/other persons to act on their behalf by means of a power of attorney), constituting Appendix 2 hereto, hereinafter referred to as the Buyer. (where the buyer is a natural person) *... (names and surname), with the place of residence in... at..., holder of the ID card series... no.... (in the event that the natural person is engaged in economic activity, the entry to the economic activity records under the number... kept by the Municipal Office..., in accordance with the certificate of entry to the economic activity records, constituting Appendix 2 hereto), hereinafter referred to as the Buyer. The Seller and the Buyer are hereinafter jointly referred to as the Parties. Whereas: 1. The Seller owns 90 (say: ninety) shares with nominal value of PLN 1.000,00 (say: one thousand) each, constituting 2.15 % of the share capital of the company operating under the business name of Regionalny Park Przemysłowy ŚWIDNIK Sp. z.o.o. with the registered office in Świdnik, entered in the Register of Entrepreneurs kept by the District Court in Lublin, 11 th Commercial Division of the National Court Register under KRS no , hereinafter referred to as the Company. Company s transcript from the National Court Register constitutes Appendix 3 hereto.

10 2. The Buyer has placed the highest bid during the auction no...., regarding the sale of 90 (say: ninety) State Treasury shares in the company operating under the business name of Regionalny Park Przemysłowy ŚWIDNIK Sp. z.o.o. with the registered office in Świdnik, carried out in accordance with the applicable laws. The Parties have mutually agreed as follows: 1 1. The Seller represents that it owns 90 (say: ninety) shares with nominal value of PLN (say: one thousand) each, constituting 2.15 % of the share capital of the Company, hereinafter referred to as the Shares. 2. The Seller represents that the shares to be disposed of are free of any restrictions on auction or other encumbrances and are not subject to any third party claims The Seller sells, and the Buyer buys 90 (say: ninety) State Treasury shares in the company operating under the business name of Regionalny Park Przemysłowy ŚWIDNIK Sp. z.o.o. with the registered office in Świdnik, which were sold at the auction no Purchase price per share shall be PLN... (say:...). 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 The Seller confirms that the Buyer has paid the amount specified in 2 (3) of this Agreement, reduced by the security in the amount of PLN 7.938,18 (say: seven thousand nine hundred and thirty eight zlotys, eighteen groszy), paid via bank transfer to the account of the Ministry of State Treasury no kept by the National Bank of Poland, Regional Branch in Warsaw. 2. The Seller hereby confirms that it has received the amount that constitutes the total share purchase price The shares shall be transferred by the Seller to the Buyer at the moment of conclusion of this Agreement along with all rights and obligations arising therefrom, which constitutes Appendix 4 hereto. 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 as well as to submit a copy of this Agreement to make the relevant entry in the Company s Shareholders Register This Agreement shall be governed by the provisions of the Polish law. 2. The costs of taxes and administration and legal fees related to conclusion of this Agreement shall be borne by the Buyer. 3. All changes to this Agreement shall be made in writing and notarially authenticated on pain of nullity. 4. The Agreement has been made in the Polish language, in two identical copies, one for each of the Parties. 5. All notifications and communication related to this Agreement 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 State Treasury... ul. Krucza 36/ Wspólna 6

11 Warsaw Each party shall inform the other Party in writing in case of the change of the address for notifications and communications related to this Agreement. Signed by: On behalf of the Seller: On behalf of the Buyer: Appendixes: 1. The Act of Appointment of the Minister of State Treasury of..., 2. Buyer s Transcript from the National Court Register or Certificate of Entry in the economic activity records and the power of attorney (if any). 3. Company s Transcript from the National Court Register. The Minister of State treasury reserves the right to amend this invitation, modify or change the terms and conditions of auction or cancel it without stating the reason thereof. Minister of State Treasury reserves the right to change the date and/or time of the auction. The share will be knocked down at the moment of the share purchase agreement conclusion. The object of the share purchase agreement are shares of the company operating under the business name of Regionalny Park Przemysłowy ŚWIDNIK Sp. z.o.o. with the registered office in Świdnik. The minister of State treasury shall bear no costs related to participation in the auction and conclusion of the share purchase agreement concerning the shares of the company operating under the business name of Regionalny Park Przemysłowy ŚWIDNIK Sp. z.o.o. with the registered office in Świdnik, borne by entities interested in the purchase of shares. The remaining terms and conditions of auction are available on the website of the Ministry of State Treasury at and on the information board in the building of the Ministry of State Treasury seated in Warsaw as well as in the building of the Ministry of State Treasury, Regional Office in Lublin, ul. Lubomerska 1-3. SHARE PURCHASE AGREEMENT NO. MSP/... CONCERNING THE PURCHASE OF SHARES OF TVL Spółka z ograniczoną odpowiedzialnością z siedzibą w Lubinie (TVL Limited Liability Company with registered Office in Lubin) concluded on..., in Warsaw (hereinafter referred to as the Agreement ), by and between: the State Treasury of the Republic of Poland represented by the minister competent to handle State Treasury matters, Mr...., pursuant to the act of appointment of..., constituting Appendix 1 hereto, hereinafter referred to as the Seller and (where the buyer is a legal person) *

12 ... (company / name of the buyer) with the registered office in..., at...(address), entered in the Register of Entrepreneurs 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 power of attorney, prepared in due form in the event that the persons entitled to represent the Buyer have authorised another person/other persons to act on their behalf by means of a power of attorney), constituting Appendix 2 hereto, hereinafter referred to as the Buyer. (where the buyer is a natural person) *... (names and surname), with the place of residence in... at..., holder of the ID card series... no.... (in the event that the natural person is engaged in economic activity, the entry to the economic activity records under the number... kept by the Municipal Office..., in accordance with the certificate of entry to the economic activity records, constituting Appendix 2 hereto), hereinafter referred to as the Buyer. The Seller and the Buyer are hereinafter jointly referred to as the Parties. Whereas: 1. The Seller owns 20 (say: twenty) shares with nominal value of PLN (say: one thousand) each, constituting 0.40 % of the share capital of the company operating under the business name of TVL Spółka z ograniczoną odpowiedzialnością with the registered office in Lubin, entered in the Register of Entrepreneurs kept by the District Court in Wrocław, ul. Fabryczna in Wrocław, 9 th Commercial Division of the National Court Register under KRS no , hereinafter referred to as the Company. Company s transcript from the National Court Register constitutes Appendix 3 hereto. 2. The Buyer has placed the highest bid during the auction no...., regarding the sale of 20 (say: twenty) State Treasury shares in the company operating under the business name of TVL Spółka z ograniczoną odpowiedzialnością with the registered office in Lubin, carried out in accordance with the applicable laws. The Parties have mutually agreed as follows: 1 1. The Seller represents that it owns 20 (say: twenty) shares with nominal value of PLN (say: one thousand) each, constituting 0.40 % of the share capital of the Company, hereinafter referred to as the Shares. 2. The Seller represents that the shares to be disposed of are free of any restrictions on auction or other encumbrances and are not subject to any third party claims The Seller sells, and the Buyer buys 20 (say: twenty) State Treasury shares in the company operating under the business name of TVL Spółka z ograniczoną odpowiedzialnością with the registered office in Lubin, which were sold at the auction no Purchase price per share shall be PLN... (say:...). 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 The Seller confirms that the Buyer has paid the amount specified in 2 (3) of this Agreement, reduced by the security in the amount of PLN (say: two hundred and twenty five

13 zlotys, twenty groszy), paid via bank transfer to the account of the Ministry of State Treasury no kept by the National Bank of Poland, Regional Branch in Warsaw. 2. The Seller hereby confirms that it has received the amount that constitutes the total share purchase price The shares shall be transferred by the Seller to the Buyer at the moment of conclusion of this Agreement along with all rights and obligations arising therefrom, which constitutes Appendix 4 hereto. 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 as well as to submit a copy of this Agreement to make the relevant entry in the Company s Shareholders Register This Agreement shall be governed by the provisions of the Polish law. 2. The costs of taxes and administration and legal fees related to conclusion of this Agreement shall be borne by the Buyer. 3. All changes to this Agreement shall be made in writing and notarially authenticated on pain of nullity. 4. The Agreement has been made in the Polish language, in two identical copies, one for each of the Parties. 5. All notifications and communication related to this Agreement 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 State Treasury... ul. Krucza 36/ Wspólna Warsaw Each party shall inform the other Party in writing in case of the change of the address for notifications and communications related to this Agreement. Signed by: On behalf of the Seller: On behalf of the Buyer: Appendixes: 1. The Act of Appointment of the Minister of State Treasury of..., 2. Buyer s Transcript from the National Court Register or Certificate of Entry in the economic activity records and the power of attorney (if any). 3. Company s Transcript from the National Court Register. The Minister of State treasury reserves the right to amend this invitation, modify or change the terms and conditions of auction or cancel it without stating the reason thereof. Minister of State Treasury reserves the right to change the date and/or time of the auction. The share will be knocked down at the moment of the share purchase agreement conclusion. The object of the share purchase agreement are shares of the company operating under the business name of TVL Spółka z ograniczoną odpowiedzialnością with the registered office in Lubin. The minister of State treasury shall bear no costs related to participation in the auction and conclusion of the share purchase agreement concerning the shares of the company operating under the business name of TVL Spółka z ograniczoną odpowiedzialnością with the registered office in Lubin borne by entities interested in the purchase of shares.

14 The remaining terms and conditions of auction are available on the website of the Ministry of State Treasury at and on the information board in the building of the Ministry of State Treasury seated in Warsaw as well as in the building of the Ministry of State Treasury, Regional Office in Wroclaw, ul. Powstańców Śląskich 28/30. SHARE PURCHASE AGREEMENT NO. MSP/... CONCERNING THE PURCHASE OF SHARES OF Zakłady Elektronowe Lamina S.A with registered office in Piaseczno concluded on..., in Warsaw (hereinafter referred to as the Agreement ), by and between: the State Treasury of the Republic of Poland represented by the minister competent to handle State Treasury matters, Mr..., pursuant to the act of appointment of..., constituting Appendix 1 hereto, hereinafter referred to as the Seller and (where the buyer is a legal person) *... (company / name of the buyer) with the registered office in..., at...(address), entered in the Register of Entrepreneurs 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 power of attorney, prepared in due form in the event that the persons entitled to represent the Buyer have authorised another person/other persons to act on their behalf by means of a power of attorney), constituting Appendix 2 hereto, hereinafter referred to as the Buyer. (where the buyer is a natural person) *... (names and surname), with the place of residence in... at..., holder of the ID card series... no.... (in the event that the natural person is engaged in economic activity, the entry to the economic activity records under the number... kept by the Municipal Office..., in accordance with the certificate of entry to the economic activity records, constituting Appendix 2 hereto), hereinafter referred to as the Buyer. The Seller and the Buyer are hereinafter jointly referred to as the Parties. Whereas: 1. The Seller owns (say: forty five thousand seven hundred and six) registered shares with nominal value of PLN 10 (say: ten) each, constituting 4.34 % of the share capital of the company operating under the business name of Zakłady Elektronowe Lamina S.A. with the registered office in Piaseczno, entered in the Register of Entrepreneurs kept by the District Court in Warsaw, 14 th Commercial Division of the National Court Register under KRS no , hereinafter

15 referred to as the Company. Company s transcript from the National Court Register constitutes Appendix 3 hereto. 2. The Buyer has placed the highest bid during the auction no...., regarding the sale of (say: forty five thousand seven hundred and six) registered shares series A with numbers to , to , to , to , to , to , to owned by the State Treasury in the company operating under the business name of Zakłady Elektronowe Lamina S.A. with the registered office in Piaseczno, carried out in accordance with the applicable laws. The Parties have mutually agreed as follows: 1 1. The Seller represents that it owns (say: forty five thousand seven hundred and six) registered shares series A with numbers to , to , to , to , to , to , to with nominal value of PLN 10 (say: ten) each, constituting 4.34 % of share capital of the Company, hereinafter referred to as the Shares. 2. The Seller represents that the shares to be disposed of are free of any restrictions on auction or other encumbrances and are not subject to any third party claims The Seller sells, and the Buyer buys (say: forty five thousand seven hundred and six) registered shares series A with numbers to , to , to , to , to , to , to owned by the State Treasury in the company operating under the business name of Zakłady Elektronowe Lamina S.A. with the registered office in Piaseczno, which were sold at the auction no Purchase price per share shall be PLN... (say:...). 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 The Seller confirms that the Buyer has paid the amount specified in 2 (3) of this Agreement, reduced by the security in the amount of PLN.. (say: ), paid via bank transfer to the account of the Ministry of State Treasury no kept by the National Bank of Poland, Regional Branch in Warsaw. 2. The Seller hereby confirms that it has received the amount that constitutes the total share purchase price The shares shall be transferred by the Seller to the Buyer at the moment of conclusion of this Agreement by handing over multiple-share certificates for shares with numbers specified in 1 (1) hereto, along with the Seller s declaration on transfer of shares to the Buyer along with all rights and obligations arising therefrom, which constitutes Appendix 4 hereto. 2. The Buyer shall be obliged to notify the Company s Management Board in writing of conclusion of this Agreement and the transfer of shares immediately upon conclusion of this Agreement as well as to submit the application to make the relevant entry in the Company s Shareholders Register. 5

16 1. This Agreement shall be governed by the provisions of the Polish law. 2. The costs of taxes and administration and legal fees related to conclusion of this Agreement shall be borne by the Buyer. 3. All changes to this Agreement shall be made in writing and notarially authenticated on pain of nullity. 4. The Agreement has been made in the Polish language, in two identical copies, one for each of the Parties. 5. All notifications and communication related to this Agreement 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 State Treasury... ul. Krucza 36/ Wspólna Warsaw Each party shall inform the other Party in writing in case of the change of the address for notifications and communications related to this Agreement. Signed by: On behalf of the Seller: On behalf of the Buyer: The Buyer confirms that it has received multiple-share certificates Appendixes: 3. The Act of Appointment of the Minister of State Treasury of..., 4. Buyer s Transcript from the National Court Register or Certificate of Entry in the economic activity records and the power of attorney (if any). 5. Company s Transcript from the National Court Register. 6. Seller s Declaration on the Transfer of Shares. SELLER S DECLARATION ON THE TRANSFER OF SHARES Appendix 4 I, the undersigned, acting pursuant to Art. 339 of the Company Law Code, hereby transfer registered shares series A with numbers to , to , to , to , to , to , to with the nominal value of PLN 10 (say: ten) each, constituting 4.34% of Company s share capital, owned by the Seller in the Company operating under the business name of Zakłady Elektronowe Lamina S.A. with the registered office in Piaseczno, along with all rights and obligations arising therefrom for the benefit of... Minister of State Treasury The Minister of State treasury reserves the right to amend this invitation, modify or change the terms and conditions of auction or cancel it without stating the reason thereof. Minister of State Treasury reserves the right to change the date and/or time of the auction. The share will be knocked down at the moment of the share purchase agreement conclusion. The object of the share purchase agreement are shares of the company operating under the business name of Zakłady Elektronowe Lamina S.A. with the registered office in Piaseczno.

17 The minister of State treasury shall bear no costs related to participation in the auction and conclusion of the share purchase agreement concerning the shares of the company operating under the business name of Zakłady Elektronowe Lamina S.A. with the registered office in Piaseczno, borne by entities interested in the purchase of shares. The remaining terms and conditions of auction are available on the website of the Ministry of State Treasury at and on the information board in the building of the Ministry of State Treasury seated in Warsaw as well as in the building of the Ministry of State Treasury, Regional Office in Ciechanów, ul. 17 Stycznia 7.