The share purchase agreement

Content of share purchase agreement:
SHARE PURCHASE AGREEMENT
No. MSP/
FOR THE PURCHASE OF SHARES OF
Przedsiębiorstwo Zaopatrzenia Szkół "Cezas" Sp. z o.o. with its registered office in
Warsaw
concluded on .................2012 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
(if the buyer is a legal person)*
...................................... (company/buyer's name) with its registered office in .........................
and address: ul. ....................., ................................., NIP ………………………………….,
REGON ………………………………………, share capital in the amount of
................................. (where the buyer is a limited liability 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 number ........................., 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 persons authorised to represent the Buyer), attached hereto
as Annex 1, further to as "the Buyer".
(if the buyer is a natural person)*
.............................................................................. (forenames and surname), address
.................................. ul.............................., PESEL No. …………………………….., Tax
Identification Number (NIP) …………………………………., holder of identity card series
....... no............................ / passport series …………. no. ……………………*, which
photocopy is enclosed hereto as Annex 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 are further jointly referred to as the "Parties", and each of them
individually as the "Party".

WHEREAS:
1. The Seller is the owner of 5 000 (say: five thousand) Company shares, of a nominal value
of PLN 50.00 (say: fifty zloty) each, which constitutes 100 % of share capital of a
company under the name of Przedsiębiorstwo Zaopatrzenia Szkół "CEZAS" Sp. z o.o.
with its registered office in Warsaw, entered into the Register of Entrepreneurs kept by the
District Court for the capital city of Warsaw in Warsaw, XII Commercial Division of the
National Court Register under KRS no. 0000372067, further referred to as the
"Company" with a provision that 750 (say: seven hundred fifty) Company shares of a
nominal value of PLN 50.00 (say: fifty zloty), which constitutes up to 15% of share
capital of the Company will be made available free of charge to the eligible employees of
the Company. The Company's transcript from the Register of Entrepreneurs is attached
hereto as Annex No. 2 hereto.
2. The Seller represents that to the best of the Seller’s knowledge the Shares to be disposed
of (referred to in section 3) are free of any restrictions on sale or other encumbrances and
are not subject to any third party claims.
3. On............... in the ............, 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 § 2(2) of 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) there was announced an invitation to participate in an oral
auction for the purchase of 4,250 (say: four thousand two hundred fifty) shares of a
nominal value of PLN 50.00 (say: fifty zloty) each, which constitutes total of 85 % of
share capital of the Company, further referred to as the "Shares".
4. The Agreement will be concluded following the oral auction No. ..., the subject of which
was the sale of the Shares referred to in paragraph 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.
§ 1
2. The purchase price per Share amounts to PLN ..... (say: ..... zloty), further referred to as
the „Price per Share”.
3. The total Share purchase price amounts to PLN ……… (say: …….. zloty) and is equal to
the product of the Price per Share and the number of Shares purchased by the Buyer.
§ 2
1. Seller confirms that Buyer has paid the amount specified in § 1.3 hereof, less the amount
of auction deposit of PLN 994,160.00 (say: nine hundred ninety four thousand and one
hundred sixty zloty), i.e.. the amount of PLN ......... (say: ... zloty) by bank transfer to the
account of the Ministry of Treasury held with the National Bank of Poland, Branch in
Warsaw, account no. number 03 1010 1010 0025 1213 3920 0000.
2. The Seller hereby acknowledges receipt of the amount of the total Share purchase price.

§ 3
1. The Shares will be transferred by the Seller to the Buyer upon conclusion of this
Agreement. All rights and obligations arising from obtaining the Shares will be assigned
and delegated to the Buyer, respectively.
2. Upon conclusion of the Agreement, the Buyer will be obliged to immediately notify the
Company’s management board in writing of conclusion of this Agreement and the transfer
of Shares to the Buyer as well as to request that a relevant entry be made in the
Company’s Share Register.
§ 4
1. 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.
4. The Buyer agrees to purchase on the terms and conditions of the Agreement the shares
not acquired by eligible employees on a free of charge basis (further referred to as the
“Remaining Shares”) offered by the Seller within 3 years from the date of expiry of the
right to such free of charge acquisition, within 60 days after the Remaining Shares were
offered for sale by the Seller.
5. The Remaining Shares will 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 months)
capitalisation. The said price, however, will 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.
6. The transfer of the Remaining Shares will be made under the terms of § 1-3 applied
respectively, after the payment of the price referred to in paragraph 5.

§ 5
1. 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, including concerning its validity and construction, that cannot be resolved
amicably will be submitted for resolution by a common court having jurisdiction over
the Seller.
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 Treasury ........................
ul. Krucza 36/ Wspólna 6
00-522 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.

Signed by:
The Seller:
The Buyer:
(Signatures authenticated by a notary)*