The share purchase agreement

Content of the share purchase agreement: 

SHARE PURCHASE AGREEMENT 

No. MSP/ 

FOR THE PURCHASE OF SHARES OF 

Fabryka Maszyn Introligatorskich INTROMA sp. z o. o. 

having its registered office in Łódź 

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. 

......................, 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 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 referred to as "the Buyer". 

(if 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". 

1

WHEREAS: 

1. The Seller is the owner of 2,000 (say: two thousand) shares of a nominal value of PLN 

500.00 (say: five hundred zloty) each, representing 100% of share capital of a company 

under the name of Fabryka Maszyn Introligatorskich INTROMA spółka z ograniczoną 

odpowiedzialnością having its registered office in Łódź, entered into the Register of 

Entrepreneurs maintained by the District Court for Łódź-Śródmieście in Łódź, XX 

Commercial Division of the National Court Register, under KRS number 0000374222, 

further referred to as the "Company", with a provision that 300 (say: three hundred) shares 

of a nominal value of PLN 500.00 (say: five hundred zloty) each, representing 15% of the 

Company's share capital 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 2; 

2. The Seller confirms 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 Gazeta Wyborcza, pursuant to Article 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 1,700 (say: one thousand seven hundred) shares owned 

by the Treasury, representing 85 % of the Company's share capital, 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 

1. The Seller agrees to sell and the Buyer agrees to buy the Shares. 

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 will be PLN ……… (say:…….. zloty) and it 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 .............. (say:.................. 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. 03 1010 

1010 0025 1213 3920 0000. 

2. The Seller hereby acknowledges receipt of the amount of the total Share purchase price. 

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§ 3 

1. The Shares shall 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 shall 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 200 basis 

points, i.e. by 2 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 a 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 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. 

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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/photocopy of Identity Card and 

the Power of Attorney (if any). 

2. Company’s Transcript from the Register of Entrepreneurs of the National Court Register. 

Signed by: 

The Seller: 

(Signatures must be authenticated by a notary public) 

The Buyer: 

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The share purchase agreement

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