Exhibit 4.2
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SHARE PURCHASE AGREEMENT
BETWEEN
CEZ, a.s.
AS SELLER
AND
OSINEK, a.s.
AS PURCHASER
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DATED JUNE 28, 2002
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This Share Purchase Agreement (this "Agreement") is made on June 28, 2002
pursuant to the provisions of Sections 409 et seq. of Act No. 513/1991 Coll.,
the Commercial Code, as amended (the "Commercial Code") and the provisions of
Sections 13 et seq. of Act No. 591/1992 Coll., the Securities Act, as amended
(the "Securities Act"),
between
CEZ, a.s.
having its registered office at Duhova 2/1444, 140 53 Prague 4
Identification No.: 45274649
registered in the Commercial Register administered by the Prague Municipal
Court, Section 8, File 1581
acting through: Ing. Jaroslav Mil, M.B.A.
Chairman of the Board of Directors
and
JUDr. Ivan Cestr
Director
(the "Seller")
and
OSINEK, a.s.
having its registered office at Ruska 56, c.p. 397, 706 02 Ostrava - Vitkovice
Identification No.: 00012173
registered in the Commercial Register administered by the Ostrava Regional
Court, Section B, File 2392
acting through: Ing. Josef Jarabica
Chairman of the Board of Directors
and
Ing. Jiri Stanek
Vice-Chairman of the Board of Directors
the ("Purchaser")
W I T N E S S E T H
WHEREAS, the Seller owns 91,064,240 book-entry registered common shares in
CEPS, a.s., with its registered office at Elektrarenska 774/2, 101 52 Prague 10,
Identification No.: 25702556 (the "Company"), having a nominal value of CZK 100
per share, SIN: 770000002673 (the "Sale Shares"), representing 51% of the
Company's registered capital.
WHEREAS, the Czech Republic, in connection with its decision to privatize
the shares in the regional distribution companies by direct sale to the Seller
as the predetermined transferee, as made in Resolution No. 477 dated May 6, 2002
and Resolution No. 628 dated June 12, 2002 (collectively, the "Resolution"),
acknowledged in the Resolution the sale of the Sale Shares to the Purchaser on
the terms and subject to the conditions specified in this Agreement;
NOW, THEREFORE, the Purchaser and the Seller have agreed as follows.
ARTICLE I
SUBJECT OF AGREEMENT
On the terms and subject to the conditions specified herein, the Seller agrees
to transfer the Sale Shares and title thereto to the Purchaser for consideration
and the Purchaser agrees to pay the Purchase Price for the Sale Shares to the
Seller in the manner described in Article III hereof.
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ARTICLE II
PURCHASE PRICE
2.1 Purchase Price. The purchase price for all of the Sale Shares (the "Purchase
Price") has been determined on the basis of the Initial Expert Opinion of the
Expert appointed in accordance with the provisions of Section 196a (3) and
Section 59 (3) of the Commercial Code under Resolution Ref. No. Nc 4139/2002-7
dated April 8, 2002 of the Prague Municipal Court, which became final on April
9, 2002, and is in accordance with the purchase price set by the Resolution. The
Purchase Price amounts to CZK 11,620,692,000 (to wit: eleven billion six hundred
twenty million six hundred and ninety-two thousand Czech crowns), i.e.,
approximately CZK 127.6098 per Sale Share. The Purchase Price may be adjusted in
the manner described in Section 3.4 hereof.
ARTICLE III
SETTLEMENT OF THE TRANSFER OF THE SALE SHARES
AND PURCHASE PRICE PAYMENT
3.1 Settlement of the Transfer of the Sale Shares.
(a) The settlement of the transfer of the Sale Shares from the Seller to
the Purchaser shall be arranged, in accordance with the Settlement
Orders, by the universal settlement center UNIVYC, a.s., having its
registered office at Rybna 14, Prague 1, Identification No.: 25081489
("UNIVYC") on the CEPS Share Settlement Date. UNIVYC shall settle the
transfer of the Sale Shares in accordance with its rules governing the
settlement of off-exchange securities transactions, unless the
Settlement Orders expressly provide otherwise.
(b) The Seller agrees to enter the Seller Settlement Order in the
settlement system of UNIVYC, through the Seller's Securities Dealer,
no later than 12:00 noon on the Business Day immediately preceding the
CEPS Share Settlement Date.
(c) The Purchaser agrees to enter the Purchaser Settlement Order in the
settlement system of UNIVYC, through the Purchaser's Securities
Dealer, no later than 12:00 noon on the Business Day immediately
preceding the CEPS Share Settlement Date.
(d) Each Securities Dealer shall act on its respective Party's behalf
vis-a-vis UNIVYC and shall, without limitation, enter the appropriate
Settlement Order in the settlement system maintained by UNIVYC. The
obligations of the Parties hereunder and their liability for any
breach thereof shall not be affected in any respect by any act or
omission of the Securities Dealers.
3.2 Alternative Settlement Method. Should it be impossible to use the settlement
system of UNIVYC to effect the transfer of the Sale Shares from the Seller to
the Purchaser, the Parties shall take action and cooperate in good faith to
effect the transfer of the Sale Shares from the Seller to the Purchaser by
alternative means.
3.3 Purchase Price Payment. The Parties agree that the Purchaser shall pay the
Purchase Price in full by accepting unconditionally the Draft without limitation
as to the sum payable under the Draft. The Purchaser shall pay the Purchase
Price by accepting unconditionally the draft without limitation as to the sum
payable no later than two (2) Business Day immediately preceding the CEPS Share
Settlement Date; the Purchaser and the Seller shall jointly deposit the Draft
with the Depositary within the same time limit. The Depositary shall confirm the
receipt of the Draft in writing to the Purchaser and the Seller and, no later
than 10:00 a.m. on the following Business Day, to the FNM CR. The Depositary
shall release the Draft to the FNM CR on the day following written notice from
the Purchaser or the Seller or evidence from the FNM CR to the effect that the
Sale Shares have been credited to the securities account of the Purchaser
maintained at the Securities Center. If the Depositary shall not have received
such notice from the Purchaser or the Seller or such evidence from the FNM CR
within 30 days of the receipt of the Draft, the Depositary shall return the
Draft to the Purchaser and the Purchaser shall destroy the Draft in the presence
of the Seller. The Depositary shall inform the Purchaser and the Seller or,
respectively, the Seller and the FNM CR without delay of the delivery of the
draft to the FNM CR or the return of the Draft to the Purchaser.
3.4 New Expert Opinion; Purchase Price Adjustment. The Purchase Price shall be
determined on the basis of the Initial Expert Opinion. After the Closing Date,
the auditor of CEPS shall, in accordance with the
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Resolution, carry out an audit of the results of operations of the Company for
the period from the execution hereof to the Closing Date, and the New Expert
shall prepare the New Expert Opinion on the basis of such audit. If the New
Expert is appointed by both courts of competent jurisdiction pursuant to the
nominations under Section 6.5 and the value of the Sale Shares according to the
New Expert opinion is not equal to the Purchase Price determined pursuant to the
first sentence of this paragraph, the Parties hereby agree that the Purchase
Price in accordance with the New Expert Opinion shall automatically be reduced
or increased so as to be identical with the value of the Sale Shares determined
by the New Expert Opinion. Even if the New Expert shall not be appointed
pursuant to such nominations under Section 6.5 by both courts of competent
jurisdiction, the New Expert shall still prepare the New Expert Opinion and
deliver the same to the Expert. The Expert shall compare the values of the Sale
Shares determined by the New Expert Opinion and the Initial Expert Opinion and,
if required, prepare the Expert's New Expert Opinion or confirm that he insists
on the Initial Expert Opinion. In such event, the Purchase Price shall be either
equal to the Purchase Price determined according to the first sentence of this
paragraph or, if the value of the Sale Shares pursuant to the Expert's New
Expert Opinion is not identical with the Purchase Price determined according to
the first sentence of this paragraph, the Parties hereby agree that the Purchase
Price in accordance with the Expert's New Expert Opinion shall automatically be
reduced or increased so as to be equal the value of the Sale Shares determined
by the Expert's New Expert Opinion. The New Expert Opinion shall be prepared by
the New Expert and delivered to the Seller, the Purchaser, the FNM CR and the
Ministry of Labor and Social Affairs within 60 days following the Closing Date.
In the event of the preparation of the New Expert Opinion by the Expert, the
Expert's New Expert Opinion shall be delivered in the manner described in the
preceding sentence.
3.5 Draft Settlement Date. On the Draft Settlement Date, the Parties shall, at
the FNM CR's registered office and in the presence of the FNM CR, settle the
drafts so that:
- the Purchaser shall draw a New Draft, the Purchaser shall
unconditionally accept the New Draft and the Purchaser shall deliver
the New Draft to the FNM CR against the return of the Draft, the
latter to be destroyed in the presence of the Purchaser; and,
simultaneously,
- the Purchaser shall draw new drafts pursuant to Section 2.2 (d)
through (g) and Section 3.6 (f) of the REAS Share Purchase Agreement
and deliver such drafts to the FNM CR against the return of the drafts
originally drawn by the Seller pursuant to Section 2.2 (d) through (g)
of the REAS Share Purchase Agreement and previously delivered by the
Seller to the Purchaser, the latter to be now destroyed.
3.6 The Parties and the FNM CR shall provide to one another any and all
assistance required for such settlement of drafts as described in Section 3.5
hereof (the "Draft Settlement") and refrain from any action that might make such
settlement impossible. If any Party is in default with the Draft Settlement, the
defaulting Party shall pay to the other Party a contractual penalty of CZK
10,000,000 (to wit: ten million Czech crowns) for each day of default.
ARTICLE IV
REPRESENTATIONS OF THE SELLER
The Seller hereby represents that all of the facts set forth in Sections 4.1
through 4.10 hereof other than those set forth in Section 4.4 (b) hereof, are
true and correct as of the date hereof and warrants that the facts set forth in
Sections 4.1 through 4.10 hereof shall be true and correct as of the transfer
date of the Sale Shares to the Purchaser.
4.1 Organization of the Seller. The Seller is a joint-stock company duly
organized and existing under the laws of the Czech Republic.
4.2 Organization of the Company. The Company is a joint stock company duly
organized and validly existing under the laws of the Czech Republic. There is no
fact, due to which any court of competent jurisdiction might declare the Company
to be invalid under the provision of Section 68a of the Commercial Code or
decide on the Company's winding-up and liquidation under the provision of
Section 68 (6) of the Commercial Code.
4.3 Authorization of Agreement. The Seller has all requisite corporate power,
authority and legal capacity to execute and deliver this Agreement and perform
its obligations hereunder. This Agreement has been duly and validly authorized
and executed and delivered by the Seller and constitutes the legal, valid and
binding
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obligations of the Seller in accordance with applicable law. The Seller's
obligations hereunder are enforceable against the Seller in accordance with the
terms of this Agreement.
4.4 No Violation.
(a) Neither the execution and delivery of this Agreement nor the performance of
the obligations hereunder will violate any organizational or similar
document of the Seller or the Company, or any contractual or other
obligation of the Seller, or any judgment or administrative order by which
the Seller or the Company is bound or which is applicable to the Seller's
or Company's assets or any part thereof or to which the Seller's or
Company's assets are subject, or any law or regulation applicable to the
Seller or the Company.
(b) Neither the execution and delivery of this Agreement nor the performance of
the obligations hereunder will violate any contractual or similar
obligation of the Company, including, without limitation, any obligation of
the Company under the Financing Agreement, or give rise to the right of a
third party to demand that the Company or the Purchaser accelerate all or a
part of any obligation of the Company, including, without limitation, any
obligation of the Company under the Financing Agreement, to claim damages
or contractual penalty, to increase any interest rate or to demand any
other payment from the Company or the Purchaser, or give rise to any Third
Party Right with respect to the property of the Company or the Purchaser.
This shall not apply to the contractual relationships between the Company
and the Seller.
(c) Selected Finance Documents. In relation to the Selected Finance Documents,
the Seller shall, within nine (9) months of the execution of the REAS Share
Purchase Agreement, (i) obtain documents from the relevant banks, pursuant
to which the banks shall waive or otherwise forfeit the rights they would
have by virtue of a breach by the Seller of the Selected Affirmative
Covenant or (ii) release itself, whether by prepayment of the obligations
resulting from or related to the Selected Finance Documents or otherwise,
from the obligations arising out of the Selected Finance Documents or the
Selected Affirmative Covenant. The Seller shall inform the Purchaser in
writing of compliance or non-compliance with this obligation within the
same time limit.
4.5 Consents of Third Parties. Except for the Concentration Approval of the
Antitrust Office pursuant to Sections 12 et seq. of the Competition Act, no
consent, waiver, approval, permit or authorization of, or declaration or filing
with, or notification to, any person is required on the part of the Seller or
the Company in connection with the execution and delivery of this Agreement, or
the performance by the Seller of any of its obligations hereunder.
4.6 Issuance of Shares. The Sale Shares have been duly and validly issued by the
Company in accordance with applicable law and the Company's Articles of
Association and no separately transferable right within the meaning of Section
156a of the Commercial Code has been separated from the Sale Shares. The issue
price of all of the Sale Shares has been paid by the Seller in due and timely
manner and all legal actions whereby the Sale Shares were subscribed for by the
Seller and the relevant cash and in-kind contributions of the Seller to the
Company's capital were paid up are valid, effective and enforceable. The Sale
Shares of each Company represent such percentage of the Company's registered
capital, rounded to two decimal places, as set forth in the Preamble hereto. The
voting rights attached to the Sale Shares have been determined on the basis of
their nominal value without any quantitative limitation.
4.7 Seller's Ownership of the Sale Shares. The Seller is the exclusive owner of
each of the Sale Shares, free and clear of any and all Third Party Rights, and
all of the Sale Shares are freely transferable.
4.8 Company's Ownership of its Assets. The Company has duly and legally acquired
the right, title or interest in and to all assets, rights and other values
contributed or included in contributions by the Seller to the Company's capital,
and such right, title or interest is free and clear of any Third Party Right
other than the Third Party Rights listed in Exhibit D hereto.
4.9 Validity of Certain Agreements Executed by the Company. All the agreements
governing the provision of the Supporting Services entered into by the Company
and the suppliers of the Supporting Services are in force and effect and
enforceable in accordance with their respective terms.
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4.10 Dividends. No dividends or other distributions have been distributed or
paid to the Seller by the Company or authorized or approved by the Company's
general meeting since January 1, 2002.
4.11 Damages. In the event of a breach by the Seller of any of the
representations of the Seller contained in this Article IV (the "Seller's
Representations") or of any of its agreements, covenants or undertakings
contained in this Agreement (the "Seller's Covenants"), the Seller shall be
obligated to pay to the Purchaser compensation for damage incurred by the
Purchaser as a result of or in connection with such breach of the Seller's
Representations or the Seller's Covenants.
ARTICLE V
REPRESENTATIONS OF THE PURCHASER
The Purchaser hereby represents that all of the facts set forth in Sections 5.1
through 5.5 hereof are true and correct as of the date hereof and warrants that
such facts shall be true and correct as of the transfer date of the Sale Shares
to the Purchaser.
5.1 Organization of the Purchaser. The Purchaser is a joint-stock company duly
organized and existing under the laws of the Czech Republic.
5.2 Authorization of Agreement. The Purchaser has all requisite corporate power,
authority and legal capacity to execute and deliver this Agreement and perform
its obligations hereunder. This Agreement has been duly and validly authorized
and executed and delivered by the Purchaser and constitutes the legal, valid and
binding obligations of the Purchaser in accordance with applicable law. The
Purchaser's obligations hereunder are enforceable against the Purchaser in
accordance with the terms of this Agreement.
5.3 No Violation. Neither the execution and delivery by the Purchaser of this
Agreement nor the performance by the Purchaser of any of its obligations
hereunder will violate any organizational or similar document of the Purchaser,
any contractual or other obligation of the Purchaser, or any judgment or
administrative order by which the Purchaser is bound or which is applicable to
the Purchaser's assets or any part thereof or any law or regulation applicable
to the Purchaser.
5.5 Consents of Third Parties. Except for (i) the Concentration Approval
pursuant to Section 12 et seq. of the Competition Act and (ii) Antitrust State
Aid Decision 3 under the State Aid, no consent, waiver, approval, permit or
authorization of, or declaration or filing with, or notification to, any person
is required on the part of the Purchaser in connection with the execution and
delivery by it of this Agreement, or the performance by the Purchaser of any of
its obligations hereunder.
5.6 Damages. In the event of a breach by the Purchaser of any of the
representations of the Purchaser contained in this Article V (the "Purchaser's
Representations") or of any of its agreements, covenants or undertakings
contained in this Agreement (the "Purchaser's Covenants"), the Purchaser shall
be obligated to pay to the Seller compensation for damage incurred by the Seller
as a result of or in connection with such breach of the Purchaser's
Representations or the Purchaser's Covenants.
ARTICLE VI
JOINT COVENANTS OF THE PARTIES
6.1. Consummation of the Sale. The Parties shall take all actions that may be
necessary or desirable for the consummation of the sale of the Sale Shares upon
the terms and subject to the conditions contained herein.
6.2 Concentration Approval.
(a) The Purchaser covenants to file with the Antitrust Office, within seven
days of the execution of this Agreement, an application pursuant to
Competition Act for the approval of the concentration that may be
established by the sale of the Sale Shares hereunder.
(b) In preparing the application for the approval of the concentration and in
the course of the procedure in respect of such application, each Party
shall provide to the other Party all requisite assistance, in particular,
provide all the required information to the other Party within the shortest
possible time
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limits or, if required, procure such information at the request of the
other Party within the shortest possible time limits and shall act in the
procedure so that the Concentration Approval is granted.
(c) Concentration Approval means the decision of the Antitrust Office approving
the concentration established by the sale of the Sale Shares by the Seller
to the Purchaser. Concentration Approval shall also mean the case where,
upon the expiration of a certain time limit, the Antitrust Office shall be
deemed, according to the Competition Act, to have approved the
concentration. Further, Concentration Approval shall also mean a decision
of the Antitrust Office to the effect that the concentration established by
the sale of the Sale Shares by the Seller to the Purchaser is not subject
to approval by the Antitrust Office.
6.3 Antitrust State Aid Decision 3
(a) The Purchaser covenants to file with the Antitrust Office, within seven
days of the execution of this Agreement, an application for an exemption
from the prohibition of State aid under the State Aid Act for the reason
that the sale of the Sale Shares hereunder might be deemed to be State aid.
(b) In preparing the application for an exemption from the prohibition of State
aid and in the course of the procedure in respect of such application, the
Seller shall provide the Seller all requisite assistance; in particular,
each Party shall provide all the required information to the other Party
within the shortest possible time limits or, if required, procure such
information at the request of the other Party within the shortest possible
time limits and shall act in the proceedings so that Antitrust State Aid
Decision 1 is issued.
(c) Antitrust State Aid Decision 3 means the decision of the Antitrust Office,
pursuant to which the Antitrust Office terminates the procedure because it
has found that no State aid is involved in the purchase of the Sale Shares
by the Purchaser from the Seller. Antitrust State Aid Decision 3 shall also
mean the decision of the Antitrust Office, pursuant to which the Antitrust
Office approves an exemption from the prohibition of State aid.
6.4 Information Requirement. If any Party becomes aware of any fact that is
decisive for the running of any time limit determined by this Agreement, it
shall inform the other Party of such fact without delay.
6.5 New Expert Opinion. Within 60 days of the execution hereof, the Parties
shall file, pursuant to Section 196a (3) and Section 59 (3) of the
Commercial Code, their nominations for the New Expert, who shall value the
Sale Shares in a New Expert Opinion, with the Seller filing its nomination
to the Prague Municipal Court within such time limit and the Purchaser
filing its nomination to the Ostrava Regional Court within such time limit.
The Parties have agreed to nominate the expert nominated by the Purchaser
and approved by the Seller and provide each other all requisite assistance.
6.6 Purchase Price Confirmation. If the Purchase Price has been adjusted
pursuant to Section 3.4 hereof, the Parties shall, without undue delay,
exchange written notices confirming the final amount of the Purchase Price
with reference to this Agreement.
ARTICLE VII
TERMINATION
7.1 Termination. The contractual relationship between the Seller and the
Purchaser hereunder shall terminate only for the following reasons:
(a) prior to the transfer of the Sale Shares to the Purchaser, by written
agreement of the Seller and the Purchaser as of the date provided for
herein;
(b) if the Concentration Approval and the REAS Concentration Approval or the
CEPS Concentration Approval is not granted or Antitrust State Aid Decision
1 or Antitrust State Aid Decision 2 or Antitrust State Aid Decision 3 is
not issued, as of the date on which the time limit for filing a complaint
against a final rejection by the Antitrust Office in any of such matters
has expired without such complaint having been filed or (if such complaint
against the rejection by the Antitrust Office has been filed within the
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statutory time limit) as of the date on which the decision of the competent
court dismissing such complaint becomes final and effective;
(c) the obligation of the Seller set forth in Section 4.4 (c) hereof has not
been performed within the time limit specified therein;
(d) for the reasons set out in Section 9.1 and/or Section 9.2 and/or Section
9.3 hereof;
(e) rescission by the Seller prior to the transfer of the Sale Shares to the
Purchaser, if the Purchaser shall materially breach this Agreement and, if
such breach is capable of being cured, shall fail to cure such breach
within fifteen (15) days after written notice thereof from the Seller, with
effect as of the date of delivery of the notice of rescission to the
Purchaser;
(f) rescission by the Purchaser prior to the transfer of the Sale Shares to the
Purchaser, if the Seller shall materially breach this Agreement and, if
such breach is capable of being cured, shall fail to cure such breach
within fifteen (15) days after written notice thereof from the Purchaser,
with effect as of the date of delivery of the notice of rescission to the
Seller; or
(g) rescission by the Seller or the Purchaser prior to the transfer of the Sale
Shares to the Purchaser in the event that the Antitrust Office issues,
instead of Antitrust State Aid Decision 1, a decision approving an
exemption from the prohibition of State aid "subject to specified
conditions," with effect as of the date of delivery of the notice of
rescission;
7.2 Exclusion of Certain Provisions of the Commercial Code. Neither Party shall
be entitled to rescind or otherwise terminate this Agreement except as
expressly provided in Section 7.1 hereof, and the application of the
provisions of Section 345 (1) and (3), Sections 346 through 350, Section
356 and Section 436(1)(d) of the Commercial Code shall be excluded and
shall not apply to this Agreement.
ARTICLE VIII
DEFINITIONS
For the purposes of this Agreement, the following terms shall have the following
meanings:
"CEPS Share Settlement Date" means the eighth Business Day immediately following
the later of the Availability Date of All Decisions and the date on which
compliance with the obligations described in Section 4.4 (c) hereof is evidenced
and the date on which the Parties execute a written agreement with the
Depositary.
"Draft Settlement Date" means the eighth Business Day immediately following the
preparation and delivery of the New Expert Opinion by the New Expert, insofar as
the New Expert shall be appointed by both the courts of competent jurisdiction,
or, as the case may be, of the Expert's New Expert Opinion by the Expert, to the
Purchaser and the Seller.
"Confidential Information" means any information concerning the terms and
conditions of this Agreement and, in addition, any information exchanged between
the Parties and their respective advisers in connection with the negotiations of
this Agreement. Confidential Information shall not include any information which
becomes available to the general public other than by a breach of any obligation
of the relevant Party under Section 10.3 hereof;
"FNM CR" means Fond narodniho majetku Ceske republiky (National Property Fund of
the Czech Republic), having its registered office at
Rasinovo nabrezi 42, 120 00 Prague 2, Identification No.: 41692918.
"CZK" means the Czech crown, the lawful currency of the Czech Republic.
"Purchase Price" shall have the meaning ascribed to such term in Article II and
Section 3.4 hereof.
"New Draft" means the draft drawn by the Purchaser on the FNM CR, made not to
order, in the principal amount equal to the Purchase Price as determined
pursuant to Section 3.4 hereof, payable at sight, to be accepted by the
Purchaser as the drawee, in the form of Exhibit A hereto.
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"New Expert" means the expert appointed by courts pursuant to nominations made
by the Parties under Section 6.5 hereof. If the proceedings in respect of either
of or both the nominations for the expert under Section 6.5 hereof are
discontinued because of a bar of res judicata, New Expert means the expert
nominated under Section 6.5 hereof, even though he or she has not been appointed
by the courts.
"New Expert Opinion" means the expert opinion prepared by the New Expert after
the CEPS Share Settlement Date under Section 3.4 hereof.
"Expert's New Expert Opinion" means the expert opinion prepared by the Expert
after the CEPS Share Settlement Date under Section 3.4 hereof.
"Commercial Code" shall have the meaning ascribed to such term in the Preamble
to this Agreement.
"Purchaser's Securities Dealer" means the FNM CR.
"Seller's Securities Dealer" means the person having a securities dealer license
pursuant to the Securities Act and being a member of UNIVYC that shall be
designated by written notice of the Seller delivered to the Purchaser within 60
days of the execution of this Agreement.
"Securities Dealers" means, collectively, the Purchaser's Securities Dealer and
the Seller's Securities Dealer.
"Availability Date of All Decisions" means the date on which the Concentration
Approval, the REAS Concentration Approval, Antitrust State Aid Decision 1,
Antitrust State Aid Decision 2 and Antitrust State Aid Decision 3 become final
and enforceable. In the event that the Concentration Approval, the REAS
Concentration Approval, Antitrust State Aid Decision 1, Antitrust State Aid
Decision 2 and Antitrust State Aid Decision 3 do not become final and
enforceable on the same day, the Availability Date of All Decisions shall be the
latest of the dates on which the Concentration Approval, the REAS Concentration
Approval, Antitrust State Aid Decision 1, Antitrust State Aid Decision 2 and
Antitrust State Aid Decision 3 become final and enforceable.
"Supporting Services" means, collectively, the provision of (i) primary
frequency regulation, (ii) secondary regulation of the active output of power
plant units, (iii) positive and negative tertiary regulation of the active
output of power plant units, (iv) quick-start (10-min) output reserve, (v)
dispatching reserve, (vi) dark start, (vii) island operation, (viii) blind
output voltage regulation and (ix) makeshift from synchronically operating
systems.
"Concentration Approval" shall have the meaning ascribed to such term in Section
6.2 (c) hereof.
"REAS Concentration Approval" shall have the meaning similar to that described
in Section 6.2 (c) hereof, but with respect to the concentration which may be
established under the REAS Share Purchase Agreement and the application for
which shall be filed by the Seller.
"Business Day" means any day on which UNIVYC and banks in the Czech Republic are
open for business.
"Third Party Rights" means any encumbrance and contractual right of a third
party, including, without limitation, any pledge, mortgage, easement, right of
first refusal, lien, lease, call option or put option, suspension of rights and
restriction on transfer.
"Sale Shares" shall have the meaning ascribed to such term in the Preamble to
this Agreement.
"Purchaser's Representations" shall have the meaning ascribed to such term in
Section 5.5 hereof.
"Seller's Representations" shall have the meaning ascribed to such term in
Section 4.11 hereof.
"Purchaser Settlement Order" means the order entered by the Purchaser through
the Securities Dealer in the UNIVYC settlement system to arrange the
registration of the transfer of the Sale Shares from the securities account of
the Seller maintained at the Securities Center to the securities account of the
Purchaser maintained at the Securities Center. The form of the Purchaser
Settlement Order is attached as Exhibit B hereto.
"Seller Settlement Order" means the order entered by the Seller in the UNIVYC
settlement system to arrange the registration of the transfer of the Sale Shares
from the securities account of the Seller maintained at the
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Securities Center to the securities account if the Purchaser maintained at the
Securities Center. The form of the Seller Settlement Order is attached as
Exhibit C hereto.
"Settlement Orders" means, collectively, the Purchaser Settlement Order and the
Seller Settlement Order.
"Initial Expert Opinion" means the Expert's expert opinion, pursuant to which
the Sale Shares were valued prior to the execution of this Agreement and on
which the determination of the Purchase Price under Article II hereof is based.
"Antitrust State Aid Decision 1" means the decision of the Antitrust Office,
pursuant to which the Antitrust Office shall discontinue proceedings conducted
under the State Aid Act on the basis of an application for an exemption from the
prohibition of State aid, filed by the FNM CR, because it shall have found that
no State aid is involved in the sale of shares under the REAS Share Purchase
Agreement. Antitrust State Aid Decision 1 shall also mean the decision of the
Antitrust Office pursuant to which the Antitrust Office approves an exemption
from the prohibition of State aid.
"Antitrust State Aid Decision 2" means the decision of the Antitrust Office,
pursuant to which the Antitrust Office shall discontinue proceedings conducted
under the State Aid Act on the basis of an application for an exemption from the
prohibition of State Aid, filed by Ceska konsolidacni agentura, because it shall
have found that no State aid is involved in the sale of shares under the
Zapadoceska Energetika Share Purchase Agreement. Antitrust State Aid Decision 2
shall also mean the decision of the Antitrust Office pursuant to which the
Antitrust Office approves an exemption from the prohibition of State aid.
"Antitrust State Aid Decision 3" shall have the meaning ascribed to such term in
Section 6.3 (c) hereof.
"Depositary" means the person designated by agreement of the Parties, with whom
the Draft will be deposited after its issuance by the Seller and acceptance by
the Purchaser pursuant to Section 3.3 hereof.
"Draft" means the draft drawn by the Seller on the FNM CR, made not to order, in
the principal amount of CZK 11,620,692,000, payable at sight, to be accepted by
the Purchaser as the drawee, in the form attached as Exhibit A hereto. The
principal amount of the Draft shall be equal to the Purchase Price determined by
this Agreement prior to its adjustment pursuant to the New Expert Opinion of the
New Expert or the Expert's New Expert Opinion.
"Financing Agreement" means the agreement on the payment of obligations arising
in connection with the financing of the capital construction of transmission
facilities entered into between the Seller and the Company on January 4, 1999,
as amended.
"REAS Share Purchase Agreement" means the share purchase agreement dated June
28, 2002 entered into by and between the Seller and the FNM CR, under which the
FNM CR shall transfer to the Seller shares in the regional distribution
companies (Prazska energetika, a.s., Stredoceska energeticka, a.s., Vychodoceska
energetika, a.s., Severoceska energetika, a.s., Zapadoceska energetika, a.s.,
Jihoceska energetika, a.s., Jihomoravska energetika, a.s., and Severomoravska
energetika, a.s., in accordance with the Resolution.
"Agreement with the Ministry of Labor and Social Affairs" means the share
purchase agreement entered into by and between the Seller and the Ministry of
Labor and Social Affairs, under which the Seller shall transfer to the Ministry
of Labor and Social Affairs 26,783,600 book-entry registered common shares of
CEPS, a.s., having a nominal value of CZK 100 per share, SIN: 770000002673,
representing approximately 15% of the registered capital of CEPS, a.s., for a
purchase price of CZK 3,417,851,000, which may be adjusted according to the New
Expert Opinion or, as the case may be, the Expert's New Expert Opinion.
"Zapadoceska Energetika Share Purchase Agreement" means the share purchase
agreement entered into by and between the Seller and Ceska konsolidacni
agentura, having its registered office at Janovskeho 438/2, Prague 7, Postal
Code: 170 06, Identification No.: 70109966, under which Ceska konsolidacni
agentura shall transfer to the Seller 31,754 book-entry registered common shares
of Zapadoceska energetika, a.s., having a nominal value of CZK 1,000 per share,
SIN: 770950000818, representing approximately 1.98% of the registered capital of
Zapadoceska energetika, a.s. for a purchase price of CZK 196,290,000.
"Party" means either the Seller or the Purchaser, and "Parties" means
collectively the Seller and the Purchaser.
11
"Companies" shall have the meaning ascribed to such term in the Preamble hereto.
"Closing Date" mean, in accordance with the Resolution, the date on which the
Sale Shares shall be transferred hereunder from the securities account of the
Seller maintained at the Securities Center to the securities account of the
Purchaser maintained at the Securities Center.
"UNIVYC" shall have the meaning ascribed to such term in Section 3.1 (a) hereof.
"Antitrust Office" means the Office for the Protection of Competition.
"Resolution" shall have the meaning ascribed to such term in the Preamble
hereto.
"Selected Finance Documents" means (i) the DEM 280 Million Multi-Currency Loan
Agreement entered into by and between the Purchaser and a syndicate of banks,
due 2003 and (ii) the EUR 85 Million Guarantee Agreement for the benefit of the
European Investment Bank entered into by and between the Purchaser and a
syndicate of banks, due 2013.
"Selected Affirmative Covenant" means the Purchaser's covenant under the
Selected Finance Documents to hold more than 50% share in the company owning the
assets of the transmission grid.
"Draft Settlement" shall have the meaning ascribed to such terms in Section 3.6
hereof.
"Securities Act" shall have the meaning ascribed to such term in the Preamble
hereto.
"Competition Act" means Act No. 143/2001 Coll., on the Protection of Competition
and Amendments to Certain Acts.
"State Aid Act" means Act No. 59/2000 Coll., on State Aid, as amended.
"Purchaser's Covenants" shall have the meaning ascribed to such term in Section
5.8 hereof.
"Seller's Covenants" shall have the meaning ascribed to such term in Section
4.11 hereof.
"Expert" means doc. Ing. Robert Maticka, DrSc., an expert in the area of
economics, prices and appraisals, appointed in accordance with the provision of
Section 196a (3) and Section 59 (3) of the Commercial Code by Resolution Ref.
No. Nc 4139/2002-7 of the Prague Municipal Court dated April 8, 2002, which
became final and effective on April 9, 2002.
ARTICLE IX
INTERCONNECTED AGREEMENTS
9.1 If the REAS Share Purchase Agreement shall not have been entered into
within 60 (sixty) days following the execution of this Agreement or if the
REAS Share Purchase Agreement shall be terminated, whether by agreement of
the parties thereto or by withdrawal of any of the parties thereto or
otherwise, this Agreement shall terminate as of the same date.
9.2 If the Agreement with the Ministry of Labor and Social Affairs shall not
have been entered into within 60 (sixty) days following the execution of
this Agreement or if the Agreement with the Ministry of Labor and Social
Affairs shall be terminated, whether by agreement of the parties thereto or
by withdrawal of any of the parties thereto or otherwise, this Agreement
shall terminate as of the same date.
9.3 If the Zapadoceska Energetika Share Purchase Agreement shall not have been
entered into within 60 (sixty) days of the execution of this Agreement or
if the Zapadoceska Energetika Share Purchase Agreement shall be terminated,
whether by agreement of the parties thereto or by withdrawal of any of the
parties thereto or otherwise, this Agreement shall terminate as of the same
date.
9.4 If the Antitrust Office fails to issue Antitrust State Aid Decision 1 or
Antitrust State Aid Decision 2 or Antitrust State Aid Decision 3 and issues
instead of any (or all) of them a decision approving an exemption from the
prohibition of State aid "subject to the specified conditions" and,
consequently,
12
any of the agreements referred to in Sections 9.1 through 9.3 hereof
terminates, the other agreements referred to in Sections 9.1 through 9.3
hereof shall terminate as of the same date.
ARTICLE X
FINAL PROVISIONS
10.1 Costs and Expenses. The Parties shall bear their own respective costs and
expenses incurred in connection with the negotiation and execution and delivery
of this Agreement and performance of their obligations hereunder.
10.2 Further Assurances. The Parties agree to take such other action not
expressly provided for herein as may be necessary or desirable for the
consummation of the sale of the Sale Shares upon the terms and subject to the
conditions contained herein.
10.3 Confidentiality and Publicity.
Each of the Parties agrees that it shall not disclose any Confidential
Information to any third party without the prior written consent of the other
Party. This obligation of confidentiality shall not apply to disclosures of
Confidential information to employees, directors, advisers or agents of the
Parties, provided, however, that the disclosing Party shall in each case be
liable for any breach of the obligations under this Section 10.3 by such
persons. In addition, the obligation of confidentiality under this Section 10.3
shall not apply in the event that a Party is required by applicable law or a
judicial or administrative decision to provide a court or administration body
with any Confidential Information, however, in each such case only to the extent
required by such law or such judicial or administrative decision and subject to
a prompt written notice thereof to the other Party if permitted by applicable
law. Notwithstanding the above provisions of this Section 10.3, the Purchaser
shall be entitled to disclose any Confidential Information also to the FNM CR,
the Cabinet of the Czech Republic, the Ministry of Finance of the Czech
Republic, the Ministry of Industry and Trade of the Czech Republic and the
Ministry of Labor and Social Affairs of the Czech Republic.
10.4 Entire Agreement, Amendments. This Agreement represents the entire
understanding and agreement between the Parties with respect to the subject
matter hereof and can be amended only by a written instrument signed by both
Parties.
10.5 Waivers. No failure on the part of either Party to exercise, and no delay
in exercising or extension of time for the exercise of, any right hereunder
shall operate as a waiver thereof.
10.6 Governing Law. All rights and obligations of the Parties hereunder shall be
governed by the laws of the Czech Republic.
10.7 Arbitration. Any dispute that may arise out of or in connection with this
Agreement shall, to the exclusion of courts of general jurisdiction, be finally
settled by arbitration under the Rules of Arbitration of the Arbitration Court
attached to the Economic Chamber of the Czech Republic and the Agrarian Chamber
of the Czech Republic by three arbitrators appointed in accordance with the
Rules. The Parties agree to perform all obligations placed upon them in the
award within the time limits specified therein. The language of the arbitration
shall be Czech. The venue of the arbitration shall be Prague, the Czech
Republic. This arbitration clause shall be separately enforceable.
10.8 Costs of Arbitration. All costs and expenses of arbitration shall be
apportioned between the parties to the arbitration by the arbitrators on the
basis of the arbitral award.
10.9 Notices. All notices and other communications under this Agreement shall be
in writing and shall be deemed given to the relevant Party when delivered
personally or mailed by registered mail at the following address (or at such
other address as the relevant Party may have specified by notice given to the
other Party pursuant to this Section 10.9):
If to the Seller:
CEZ, a.s.
Duhova 2/1444
12
Praha 4 - Michle, PSC: 140 53
Attention: Ing. Miroslav Stehlik, Director of Equity Interest Section
If to the Purchaser:
OSINEK, a.s.
Ruska 56
706 02 Ostrava - Vitkovice
Attention: Ing. Jiri Stanek, Vice-Chairman of the Board of Directors
10.10 Severability. If any one or more of the provisions contained in this
Agreement is for any reason held to be invalid, illegal or unenforceable in any
respect, then, to the maximum extent permitted by law, such invalidity,
illegality or unenforceability shall not affect any other provision of this
Agreement, and the Parties shall attempt to deliver the benefits of such
provision in a manner that is not invalid, illegal or unenforceable.
10.11 Binding Effect; Assignment. This Agreement shall be binding upon the
Parties and their respective successors and permitted assigns. Neither the
Seller nor the Purchaser shall be entitled to assign its rights hereunder to any
third party without the prior written consent of the other Party.
10.12 No Unilateral Setoff. None of the Parties shall be entitled to any
unilateral setoff of any claim it may have against the other Party in respect of
any of its obligations it may have to the other Party hereunder.
10.13 Default Interest. In the event of a default in the payment of any amount
due and payable under this Agreement, the defaulting Party shall pay to the
other Party, from the default date until the date such amount shall have been
paid, default interest at a rate equal to 1.5 times the discount rate set by the
Czech National Bank and in effect on the first day of default. For the avoidance
of doubt, due and payable amount shall include any amount payable under any
draft drawn pursuant to this Agreement.
10.14 Counterparts. This Agreement has been executed in four (4) counterparts.
Each of the Parties shall receive two counterparts.
Prague, July 28, 2002
On behalf of CEZ, a.s.:
[signature]
- -----------------------------------
Name: Ing. Jaroslav Mil, M.B.A.
Title: Chairman of the Board of Directors
[signature]
- -----------------------------------
Name: JUDr. Ivan Cestr
Title: Director
On behalf of OSINEK, a.s.:
[signature]
- -----------------------------------
Name: Ing. Josef Jarabica
Title: Chairman of the Board of Directors
[signature]
- -----------------------------------
Name: Ing. Jiri Stanek
Title: Deputy Chairman of the Board of Directors
14
Exhibit A
[Form Draft]
| Prague, [ ] [ ], 2002
| ---------------------
| Place and date of issuance
|
| at sight Pay for this Draft
| Maturity
|
Accepted on [ ] [ ], | To: Fond narodniho majetku Ceske republiky, with its registered office at
2002 OSINEK, a.s., | Rasinovo nabrezi 128 00, Praha 2, Identification No.: 41692918
Ruska 56, c.p. 397, |
Ostrava-Vitkovice, | NOT TO ORDER
Postal Code: 706 02, |
Identification No.: | Currency CZK Sum ==[ ]==
0001 2173 |
|
| ==[ ] Czech crowns==
- ----------------- |
Date of acceptance | Sum in words
and signature of the |
acceptor | The Draft may be presented for payment within five years of the
| issuance date.
|
| Drawee: OSINEK, a.s., Ruska 56, c.p. 397, Ostrava-Vitkovice, Postal Code: 706
| 02, Identification No. 0001 2173
|
| Due and payable in (place of payment): Ostrava - Vitkovice
|
| CEZ, a.s., with its registered office at Duhova 2/1444, 140 53 Praha
| 4, Identification No.: 45274649
|
|
| ------------------------------------------------------------
| Business name, address and signature(s) of the person(s)
| authorized to act on behalf of the drawer, with the
| specification of title
|
15
Exhibit B
[Form of Purchaser Settlement Order]
The Agent, a.s., with its registered office at .............................,
represented by ....................... (name, surname, title), authorized to
represent the purchaser, .........................., with its registered office
at ............................., in procuring the settlement of the purchase of
the book-entry securities specified below, hereby requests UNIVYC, a.s., with
its registered office in Praha 1, Rybna 14, Identification No.: 25 08 14 89
("Univyc") to check the matched transfer orders regarding the sale of shares in
CEPS, a.s.:
Name (business name) of the Agent: . . . . . . . . . . . . . . . . . . . .
Contact Person, Tel. No.: . . . . . . . . . . . . . . . . . . . .
The Dealer's No. at Univyc: . . . . . . . . . . . . . . . . . . . .
Type of Settlement: . . . . . . . . . . . . . . . . . . . .
The owner's Registration No. at the Securities Center: . . . . . . . . . . . . . . . . . . . .
The owner's Identification No. at the Securities Center: . . . . . . . . . . . . . . . . . . . .
ISIN of the Securities: . . . . . . . . . . . . . . . . . . . .
Number of Securities Transferred: . . . . . . . . . . . . . . . . . . . .
Price per Security: . . . . . . . . . . . . . . . . . . . .
Settlement Date: . . . . . . . . . . . . . . . . . . . .
...................................................................
signature of the person authorized to act on behalf of the Dealer,
conforming to the specimen signatures kept at Univyc
16
Exhibit C
[Form of Seller Settlement Order]
(Name of transferor) ......................., with its registered office at
.............................., represented by ....................... (name,
surname, title), hereby requests UNIVYC, a.s., with its registered office in
Praha 1, Rybna 14, IC: 25 08 14 89 ("Univyc") to check the matched transfer
orders regarding the sale of shares in CEPS, a.s.:
Name of the Transferor: . . . . . . . . . . . . . . . . . . . .
Contact Person, Tel. No.: . . . . . . . . . . . . . . . . . . . .
The Transferor's No. at Univyc: . . . . . . . . . . . . . . . . . . . .
Type of Settlement: . . . . . . . . . . . . . . . . . . . .
The owner's Registration No. at the Securities Center: . . . . . . . . . . . . . . . . . . . .
The owner's Identification No. at the Securities Center: . . . . . . . . . . . . . . . . . . . .
ISIN of the Securities: . . . . . . . . . . . . . . . . . . . .
Number of Securities Transferred: . . . . . . . . . . . . . . . . . . . .
Price per Security: . . . . . . . . . . . . . . . . . . . .
Settlement Date: . . . . . . . . . . . . . . . . . . . .
.......................................................................
signature of the person authorized to act on behalf of the Transferor,
conforming to with the specimen signatures kept at Univyc
17
Exhibit D
[Third Party Rights to the Seller's contribution to the Company]
I. Co-ownership of property between CEPS, a.s. and CEZ, a.s.
Co-ownership of line combined with grounding cables:
Co-ownership of property with CEZ, a.s.
No. Period Inv. No. NAZIP Designation Ownership int. Acquis. Price
1. 0205 200032 Vd 424: SOK-KRI 400 single + double KZL (87,98%) 79 388 754
2. 0205 200041 Vd 422: HBM-CEB 400 single + double KZL (87,96%) 99 451 797
3. 0205 200044 Vd 481 + 462 SLV-DAL 400 double KZL 2x (87,98%) 16 709 781
4. 0205 200045 Vd 434: SLV-CEB 400 single + double KZL (87,98%) 118 750 439
5. 0205 200055 Vd 437: SLV-DRN 400 double:ready KZL (87,98%) 185 486 564
6. 0205 200090 Vd 423 SOK-CEB 400 single + double KZL (87,98%) 45 130 213
7. 0205 200109 Vd 465+466: HRA-PRU2 400 double KZL (87,98%) 94 675 795
8. 0205 200117 Vd 469: VYS-POC2 400 single KZL (87,98%) 11 221 655
9. 0205 200152 Vd 445+446: HRA-ROH 400 double KZL (87,98%) 138 246 330
10. 0205 200164 Vd 459: NOS-HZI 400 single KZL (87,98%) 288 064 144
11. 0205 200168 Vd 245+246: LIS-KPA; BUJ 220 double KZL (87,98%) 115 219 563
12. 0205 200171 Vd 691: DET-BOH 110 single KZL (87,98%) 22 742 993
13. 0205 200174 Vd 402: KRA-PRN 400 single + double KZL (87,98%) 60 523 202
14. 0205 200177 Vd 699: NOS-LIS 110 single KZL (87,98%) 35 204 635
15. 0205 200179 Vd 404: NOS-VAR 400 single KZL (87,98%) 73 165 449
16. 0205 200210 Vd 400 CST-TYN 400 single KZL (87,98%) 79 387 135
17. 0205 200218 Vd 205+206: CST-MAL 200 double KZL (87,98%) 40 594 781
18. 0205 200221 Vd 001+002: MIL-ORK 220 double KZL (87,98%) 22 973 124
19. 0205 200268 Vd 401: TYN-KRA 400 single + double KZL (87,98%) 71 242 247
20. 0205 200301 Vd 011+012: TIS-VIT 220 double KZL (87,98%) 17 704 126
21. 0205 200358 Vd 457: KRA-DST 400 single + double KZL (87,98%) 327 854 669
22. 0205 200377 Vd 051: TEM-KOC 400 single KZL (87,98%) 18 673 353
23. 0205 200442 Vd 225+226: HRA-VYS 220 double KZL (87,98%) 84 475 966
24. 0205 200441 Vd 226T: VTZ 220 double KZL (87,98%) 22 078 800
25. 0205 200024 Vd 433: DAS-SLV 400 single + double KZL (89,69%) 572 040 607
26. 0205 200040 Vd 417: SOK-OTR 400 single KZL (82,86%) 165 162 740
27. 0205 200059 Vd 416: OTR-PRN 400 single KZL (81,94%) 82 576 767
28. 0205 200088 Vd 204: MIL-TAB 220 single KZL (66,77%) 173 788 643
29. 0205 200101 Vd 461+462: HRA-PRU1 400 double KZL (85,15%) 27 111 356
30. 0205 200107 Vd 463+464: HRA-TUS2 400 double KZL (85,61%) 21 192 253
31. 0205 200111 Vd 467: VYS-POC1 400 double KZL (82,04%) 10 380 642
32. 0205 200119 Vd 470: MEL3-BAB KZL (87,32%) 100 661 319
33. 0205 200146 Vd 984+985: LED-CHT 2x110 double KZL (89,57%) 7 389 741
34. 0205 200153 Vd 410: VYS-CST 400 single + double KZL (75,02%) 134 394 863
35. 0205 200158 Vd 210: CHT-BEZ 220 single + double KZL (72,95%) 101 312 741
36. 0205 200159 Vd 211: VYS-CHT 220 single + double KZL (77,98%) 42 693 191
37. 0205 200160 Vd 460: NOS-ALB 400 single KZL (80,77%) 36 067 858
38. 0205 200161 Vd 403: PRN-NOS 400 single KZL (65,19%) 74 406 532
18
No. Period Inv. No. NAZIP Designation Ownership int. Acquis. Price
39. 0205 200173 Vd 693+694: DET-ALB: DOU 110 double KZL (94,13%) 133 190 360
40. 0205 200181 Vd 443: ALB-WIE 400 1+2/1 KZL (65,12%) 23 911 822
41. 0205 200229 Vd 209: CST-BEZ 220 single + double KZL (61,08%) 63 028 868
42. 0205 200250 Vd 453: NEZ-KRA 400 single KZL (82,16%) 190 398 802
43. 0205 200261 Vd 471+472: TYN-CHV 400 double KZL (91,79%) 48 285 776
44. 0205 200272 Vd 452: BEZ-NEZ 400 single KZL (77,95%) 128 509 884
45. 0205 200289 Vd 221+222: VIT-PRE 220 double KZL (74,28%) 96 658 274
46. 0205 200292 Vd 922 +923: TIS-VIT 110 double + OPT KZL (79,95%) 10 955 350
47. 0205 200298 Vd 432: PRE-KOC 400 single + double KZL (88,79%) 389 449 026
48. 0205 200309 Vd 223+224: HRA-VIT 220 double KZL (51,11%) 25 370 182
49. 0205 200374 Vd 411: HRA-VYS 400 single KZL (76,49%) 61 752 081
50. 0205 200375 Vd 476: KOC-CHD 400 double KZL (99,83%) 1 028 996 097
51. 0205 200376 Vd 473: KOC-DAS 400 single KZL (93,58%) 147 511 786
52. 0205 200378 Vd 052: TEM-KOC 400 single KZL (92,11%) 18 296 157
53. 0205 200380 Vd 442: PRE-ETZ 400 single KZL (93,26%) 279 234 894
54. 0205 200381 Vd 431: CHR-PRE 400 single + double KZL (91,00%) 136 202 405
6 399 896 515
19
CERTIFICATION OF FAIR AND ACCURATE TRANSLATION
The undersigned hereby certifies that to the best of my knowledge the above
English translation is a fair and accurate translation of
the original Czech language document.
Date: June 25, 2003 By: /s/ Libuse Latalova
----------------------------------------
Name: Libuse Latalova
Title: Head of Finance Administration
20