The share purchase agreement - HYDROSTER Sp. z o.o. having its ...

Content of the share purchase agreement:
SHARE PURCHASE AGREEMENT
No. MSP/
FOR THE SALE OF SHARES OF
HYDROSTER Sp. z o.o. having its registered office in Gdańsk
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.
Włodzimierz Karpiński, further referred to as the “Seller”,
and
(if the buyer is a legal person)
...................................... (company/buyer's name) having its registered office in
......................... and address: ul. ....................., ................................., Tax Identification No.
(NIP) …………………………………., Statistical No.
(REGON)………………………………………, share capital in the amount of
................................. (where the 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 National Court Register 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".
(in the event that the buyer is a natural person)
.............................................................................. (forenames and surname), address
.................................. ul.............................., PESEL …………………………….., 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 2,308 (say: two thousand three hundred and eight) shares, of a
nominal value of PLN 50.00 (say: fifty zloty 00/100) each, further referred to as the
"Shares", constituting 0.77 % of share capital of a company under the name of

HYDROSTER Sp. z o.o. having its registered office in Gdańsk, entered into the Register
of Entrepreneurs kept by the District Court for Gdańsk-Północ in Gdańsk, VII
Commercial Division of the National Court Register under KRS number 0000057249,
further 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 that to the best of the Seller’s knowledge 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;
3. On 4 October 2013, in the daily "Gazeta Wyborcza", there was announced an invitation to
participate in the auction for the sale of the Shares;
4. The Agreement is concluded following an auction held pursuant to Article 70¹ of the Act
of 23 April 1964 Civil Code (Journal of Laws 64.16.93, as amended) pursuant to Article
33 section 5 point 2 of the Act of 30 August 1996 on Commercialisation and
Privatisation (Journal of Laws of 2013, item 216), the subject of which was the sale of
Shares referred to in point 1, 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 selling 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. The Seller confirms that the Buyer has paid the amount specified in § 1(3), less the
amount of the bid security of PLN 9,232.00 (say: nine thousand two hundred thirty two
zloty 00/100), ie. 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. 03 1010 1010 0025 1213 3920 0000.
2. The Seller hereby acknowledges receipt of the total amount of the 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.
§ 5
1. The Buyer of Shares undertakes toward the Seller to satisfy all legally valid claims of the
heirs, arising or likely to arise in the future due to proven rights of persons entitled to free
acquisition of Shares.
2. In the event of legal proceedings against the Seller arising from the right to free
acquisition of Shares, the Buyer, upon notice by the Seller, undertakes to join the
proceedings with auxiliary intervention, and to enter the position of the sued Seller, with
the consent of parties.
3. If the claimant, claiming rights in respect to free acquisition of shares, refuses for the
Buyer to enter the position of the defendant, and the court passes the judgement and
enforces its execution by the Treasury, the Buyer agrees to reimburse the Seller with the
awarded provision and court fees, including the costs of legal representation.
§ 6
1. This Agreement shall 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, with signatures authenticated by
a notary public, 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 Transcript from the Register of Entrepreneurs of the National Court Register, or
Certificate on Entry in the Register of Business Activity and the Power of Attorney (if
any).
2. Company’s transcript from the entry in the Register of Entrepreneurs of the National
Court Register.
Signed by:
The Seller:
The Buyer:
(Signatures must be authenticated by a notary public)
Commission board:
Adriana Kwiecińska - Kucharczyk – Head Officer of the Department of Regional Policy and
Development - Chairman
Lidia Pałaszewska – Legal Counsel in the Department of Regional Policy and Development –
Deputy Chairman
Anna Wilga - Specialist in the Department of Regional Policy and Development - Secretary
of the Commission