AGREEMENT NO. MSP/... FOR THE DISPOSAL OF SHARES of Lubuskie Fabryki Mebli Spółka Akcyjna with its seat in Świebodzin

Transcription

1 AGREEMENT NO. MSP/... FOR THE DISPOSAL OF SHARES of Lubuskie Fabryki Mebli Spółka Akcyjna with its seat in Świebodzin concluded on..., in Warsaw (hereinafter referred to as the "Agreement"), between: the State Treasury of the Republic of Poland, represented by the Minister of Treasury, Mr...., hereinafter referred to as the "Seller" and (if the buyer of the shares is a legal person)* (buyer's company/name) with its registered office in... and address: ul....,..., NIP., REGON, share capital in the amount of... (if the buyer of the shares is a company with share capital), paid in... (if the buyer is a joint-stock company), entered to the register of entrepreneurs of the National Court Register maintained by the District Court for... in...,... Commercial Department of the National Court Register under the KRS number..., represented by..., authorised to the representation* in accordance with the attached printout representing the information corresponding to the current register of entrepreneurs of the Company (Identifier of the printout: ), downloaded on from the website of the Ministry of Justice, in accordance with art. 4 item 4 aa of the Act of 20 August 1997 on the National Court Register (Journal of Laws of 2013, item 1203 as amended) (or a power of attorney executed in due form, in case of a person/persons acting under the power of attorney granted by persons authorised to representation)* constituting Schedule No. 1 to the Agreement, hereinafter referred to as the "Buyer". (if the buyer of the shares is a natural person)*... (names and surname), residence address:...ul..., PESEL.., NIP., holder of identity card series... no... / passport series. no. *, a photocopy of which is attached as Appendix no. 1 to the Agreement (and in case it is a natural person conducting business activity, the entry to the Central Register and Information on Economic Activity under no.... kept by..., in accordance with the certificate of entry to the register of economic activity, attached as Appendix No. 1 to the Agreement)*, hereinafter referred to as the "Buyer".

2 The Seller and the Buyer are hereinafter jointly referred to as the "Parties", and each of them individually referred to as the "Party". Whereas: 1. The Seller is the owner of 114,250 (in words: one hundred fourteen thousand two hundred fifty) ordinary bearer shares - "B" series, of the par value of PLN (in words: fifty Polish zloty) each, representing 42.63% of the share capital of the company acting under the enterprise name Lubuskie Fabryki Mebli Spółka Akcyjna with its seat in Świebodzin at ul. Wojska Polskiego 2, entered to the register of entrepreneurs maintained by the District Court in Zielona Góra, 8th Commercial Department of the National Court Register under the KRS no , hereinafter referred to as the "Company". The printout downloaded on... from the website of the Ministry of Justice, representing the information corresponding to the current extract of the register of entrepreneurs (Identifier of the printout:...) is attached as Appendix no. 2 hereto. 2. The Seller represents that to the best of its knowledge the Shares to be sold by it, referred to in item 3, are free of any restrictions concerning their disposal or other encumbrances and they are not subject to any third party claims; 3. On.. September 2014 in the journal.., in accordance with Article 33 section 1 item 5 of the Act of 30 August 1996 on Commercialisation and Privatisation (Journal of Laws 2013, item 216 as amended), and 2 item 2 of the Regulation of the Council of Ministers of 30 May 2011 concerning the Detailed Procedure of Disposal of State Treasury Shares (Journal of Laws no. 114, item 664), an invitation to participate in the auction conducted in oral form was announced, concerning the disposal of 114,250 (in words: one hundred fourteen thousand two hundred fifty) ordinary bearer shares - "B" series, held by the State Treasury, representing 42.63% of the share capital of the Company, hereinafter referred to as the "Shares"; 4. The Agreement shall be concluded following the auction conducted in oral form no...., the subject of which was the disposal of the Shares referred to in item 3, as a result of which the Buyer has offered the highest price. The Parties mutually agree as follows: 1. The Seller agrees to sell and the Buyer agrees to buy the Shares The purchase price of a single Share sold amounts to PLN... (in words:... ), hereinafter referred to as the "Price per Share". 3. The total disposal price of the Shares amounts to:... (in words:...) and it is equal to the product of the Price per Share and the number of Shares purchased by the Buyer. 2

3 1. The Seller confirms that the Buyer paid the amount specified in 1 item 3 of the Agreement, less the amount of the bid security of PLN 365, (in words: three hundred sixty five thousand six hundred zloty 00/100), i.e. the amount of... (in words:. ) by bank transfer to the bank account of the Ministry of Treasury, held with the NBP Bank, O/O Warszawa, number: The Seller hereby acknowledges the receipt of the amount constituting the total disposal price of the Shares The assignment of the Shares to the Buyer requires submission of the instruction by the Seller to release the Shares held in the depository of securities (hereinafter referred to as the "Depository") maintained by Lubuskie Fabryki Mebli Spółka Akcyjna with its seat in Świebodzin at ul. Wojska Polskiego 2 (hereinafter referred to as the "Custodian"). 2. The Seller represents that on the day of execution of the Agreement it shall submit the instruction attached in Appendix no. 3 hereto to the Custodian, which shall state that the Custodian should release the Shares to the Buyer and perform the registration of the assignment of the Shares to the Buyer in the registry of securities maintained in Depository. 3. The Buyer represents that on the day of execution of the Agreement it shall submit the written authorisation to the Custodian, which shall state that the Custodian should accept the Shares on behalf of the Buyer and perform the registration of the assignment of the Shares to the Buyer in the registry of securities maintained in the Depository The Buyer represents that the conclusion and performance of this Agreement by the Buyer shall not infringe any provisions of the Polish law nor shall it infringe 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 its behalf. 3. The Buyer represents that it has full knowledge of the legal status, and the financial and economic standing of the Company, and in making the decision to purchase the Shares it relies solely on its knowledge of the Company. In connection with the foregoing, the Buyer waives the right to and undertakes to refrain from pursuing any claims against the Seller with respect to non-disclosure of any material information concerning the legal status, and the financial and economic standing of the Company The Agreement shall be governed by the Laws of Poland. 2. The costs of taxes and any other fees related to the conclusion and performance of this Agreement shall be borne by the Buyer. 3. Any amendments to the Agreement shall require written form under the pain of their invalidity.

4 4. The Parties shall strive for amicable resolution of any disputes arising from or in connection with this Agreement. 5. Any claims or disputes between the Parties arising from or in connection with this Agreement, including those concerning its validity and the interpretation of its provisions, which the parties fail to resolve amicably, shall be submitted for adjudication by a common court competent for the Seller. 6. For the obligations arising from the Agreement, the Buyers shall bear the joint and several liability*. (this provision shall apply if the Buyer is represented by more than one entity). 7. The Agreement has been executed in Polish in two counterparts, one for each of the Parties. 8. The Agreement is non-confidential and its availability is subject to the rules stipulated in the Act of 30 August 1996 on Commercialisation and Privatisation. 9. All notifications and communication related hereto shall be made in writing and submitted personally, by courier mail or registered mail with confirmation of receipt to the following addresses: to the Seller: to the Buyer: Ministry of Treasury... ul. Krucza 36/ Wspólna Warszawa 10. Each Party shall notify the other Party in writing of the change of address for sending the notifications and communication related hereto. In case of negligence to fulfil this obligation, any notifications and communication sent to the former address shall be deemed delivered. Appendices: 1. The printout representing the information corresponding to the excerpt of the current register of entrepreneurs...) of the Buyer, or a certificate of entry to the register of entrepreneurs/a photocopy of the ID card, or the potential power of attorney. 2. The printout representing the information corresponding to the excerpt of the current register of entrepreneurs (Identifier of the printout:...) of the Company. 3. Instruction to release the Shares. Signed: Seller: Buyer:

5 * delete as appropriate Appendix no. 3 to the agreement for disposal of shares of the Company Lubuskie Fabryki Mebli Spółka Akcyjna with its seat in Świebodzin Lubuskie Fabryki Mebli S.A. ul. Wojska Polskiego Świebodzin INSTRUCTION TO RELEASE THE SHARES. I, the undersigned, acting on behalf of the State Treasury, in connection with the agreement for disposal of shares of , the subject of which is 114,250 (in words: one hundred fourteen thousand two hundred fifty) ordinary bearer shares - "B" series, of the par value of PLN (in words: fifty Polish zloty) each, representing 42.63% of the share capital of the company acting under the enterprise name Lubuskie Fabryki Mebli Spółka Akcyjna with its seat in Świebodzin (the "Shares"), held in the Depository maintained by Lubuskie Fabryki Mebli Spółka Akcyjna with its seat in Świebodzin at ul. Wojska Polskiego 2 (the "Custodian"), submit the instruction to release the Shares to the benefit of... (the "Buyer"), and I hereby authorise the Custodian thereto. The execution of this instruction by the Custodian shall be confirmed by the personal certificate issued by the Custodian to the Buyer, confirming that upon issuance of the said certificate, the Buyer shall be the holder of the Shares (place and date) Minister of Treasury