Договорът за "приватизация" тоест поробването, колонизирането и продажбата на Западна България под властта на престъпната ЧЕЗ и чешската държава.
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Cez AS · 20-F · For 12/31/04 · EX-4.2
Filed On 7/15/05, 9:08am ET · Accession Number 950127-5-507 · SEC File 333-07172-01 in Show and
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7/15/05 Cez AS 20-F 12/31/04 6:722K White & Case LLP/FA
Annual Report of a Foreign Private Issuer — Form 20-F
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 20-F Annual Report 134 746K
2: EX-4.2 Share Privatization Sale Agreement 80 446K
3: EX-8 List of Subsidiaries 2± 9K
4: EX-12.1 CEO Certification Sox 302 2± 9K
5: EX-12.2 CFO Certification Sox 302 2± 8K
6: EX-13 Certifications Sox 906 1 6K
EX-4.2 — Share Privatization Sale Agreement
Exhibit Table of ContentsPage (sequential) | (alphabetic) Top
Alternative Formats (Word, et al.)
Escrow Agreement
Labour-related Expenses
Restated By-Laws
Schedule 10.9 Net Worth Auditor Procedures
Schedule 11.4.1 Seller Claim Notice
Schedule 1.1 (B) Escrow Agreement
Schedule 1.1 (C) Restated By-laws
Schedule 12.2.10(a) Disclosed Real Estate Claims
Schedule 12.2.1 Information on the Companies
Schedule 12.2.7 Subsidiaries of the Companies
Schedule 12.2.8 Litigation or Arbitration Proceedings
Schedule 12.2.9 Permits, Approvals and Licences
Schedule 13.4.23 Buyer Funds Declaration
Schedule 13.4.2 Buyer's Power of Attorney
Schedule 3.2.2 Territory of Electricity Distribution and Supply Licenses
Schedule 3.2.3 Part A - Form of Settlement Agreement
Schedule 3.2.3 Part B - Form of Annex 1 to the Settlement Agreement
Schedule 4.3.3 Supervisory Board
Seller Claim Notice
Supervisory Board
10 Indemnification by Seller
11 Indemnification by Buyer
12 Warranties of the Seller
13 Warranties of the Buyer
14 Confidentiality and Public Announcement
15 Arbitration
16 Miscellaneous
17 Classified Information
1 Definitions and Interpretations
2 Subject of the Agreement
3 Conditions precedent and consequences of conditionality
4 Completion
5 Seller's Pre-Completion Covenants
6 Buyer's Pre-Completion Covenants
7 Mutual Pre-Completion Covenants
8 Buyer's Post-Completion Covenants
9 Seller's Post-Completion Covenants
1 1st Page - Filing Submission
4 1 Definitions and Interpretations
9 2 Subject of the Agreement
10 3 Conditions precedent and consequences of conditionality
12 4 Completion
15 5 Seller's Pre-Completion Covenants
17 6 Buyer's Pre-Completion Covenants
18 7 Mutual Pre-Completion Covenants
" 8 Buyer's Post-Completion Covenants
21 Labour-related Expenses
22 9 Seller's Post-Completion Covenants
23 10 Indemnification by Seller
28 11 Indemnification by Buyer
29 12 Warranties of the Seller
32 13 Warranties of the Buyer
33 14 Confidentiality and Public Announcement
34 15 Arbitration
35 16 Miscellaneous
37 17 Classified Information
40 Schedule 1.1 (B) Escrow Agreement
" Escrow Agreement
41 Schedule 1.1 (C) Restated By-laws
" Restated By-Laws
42 Schedule 3.2.2 Territory of Electricity Distribution and Supply Licenses
43 Schedule 3.2.3 Part A - Form of Settlement Agreement
44 Schedule 3.2.3 Part B - Form of Annex 1 to the Settlement Agreement
45 Schedule 4.3.3 Supervisory Board
" Supervisory Board
47 Schedule 10.9 Net Worth Auditor Procedures
48 Schedule 11.4.1 Seller Claim Notice
" Seller Claim Notice
49 Schedule 12.2.1 Information on the Companies
51 Schedule 12.2.7 Subsidiaries of the Companies
52 Schedule 12.2.8 Litigation or Arbitration Proceedings
75 Schedule 12.2.9 Permits, Approvals and Licences
76 Schedule 12.2.10(a) Disclosed Real Estate Claims
79 Schedule 13.4.2 Buyer's Power of Attorney
80 Schedule 13.4.23 Buyer Funds Declaration
EX-4.2 1st Page of 80 TOC ↑Top Previous Next ↓Bottom Just 1st
Exhibit 4.2
Dated 19 November 2004
------------------------------------
THE REPUBLIC OF BULGARIA
ACTING THROUGH
THE PRIVATISATION AGENCY
OF THE REPUBLIC OF BULGARIA
and
CEZ, a. s.
----------------------------
SHARE PRIVATISATION SALE AGREEMENT
----------------------------
EX-4.2 2nd Page of 80 TOC 1st Previous Next ↓Bottom Just 2nd
[Enlarge/Download Table]
Contents
Clause Page
1 Definitions and Interpretations............................................................3
2 Subject of the Agreement...................................................................8
3 Conditions precedent and consequences of conditionality....................................9
4 Completion................................................................................11
5 Seller's Pre-Completion Covenants.........................................................14
6 Buyer's Pre-Completion Covenants..........................................................16
7 Mutual Pre-Completion Covenants...........................................................17
8 Buyer's Post-Completion Covenants.........................................................17
9 Seller's Post-Completion Covenants........................................................21
10 Indemnification by Seller.................................................................22
11 Indemnification by Buyer..................................................................27
12 Warranties of the Seller..................................................................28
13 Warranties of the Buyer...................................................................31
14 Confidentiality and Public Announcement...................................................32
15 Arbitration...............................................................................33
16 Miscellaneous.............................................................................34
17 Classified Information....................................................................36
Schedule 1.1 (B) Escrow Agreement...........................................................39
Schedule 1.1 (C) Restated By-laws...........................................................40
Schedule 3.2.2 Territory of Electricity Distribution and Supply Licenses....................41
Schedule 3.2.3 Part A - Form of Settlement Agreement........................................42
Schedule 3.2.3 Part B - Form of Annex 1 to the Settlement Agreement.........................43
Schedule 4.3.3 Supervisory Board............................................................44
Schedule 10.9 Net Worth Auditor Procedures..................................................46
Schedule 11.4.1 Seller Claim Notice.........................................................47
Schedule 12.2.1 Information on the Companies.................................................48
Schedule 12.2.7 Subsidiaries of the Companies................................................50
Schedule 12.2.8 Litigation or Arbitration Proceedings........................................51
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Schedule 12.2.9 Permits, Approvals and Licences..............................................74
Schedule 12.2.10(a) Disclosed Real Estate Claims.............................................75
Schedule 13.4.2 Buyer's Power of Attorney...................................................78
Schedule 13.4.23 Buyer Funds Declaration....................................................79
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SHARE PRIVATISATION SALE AGREEMENT (the "Agreement") is dated 19 November 2004
and is made BETWEEN:
(1) THE REPUBLIC OF BULGARIA acting through THE PRIVATISATION AGENCY OF THE
REPUBLIC OF BULGARIA (the "Privatisation Agency" or the "Seller"), duly
empowered pursuant to the Privatisation and Post-Privatisation Control Act,
promulgated in State Gazette Issue No. 28 of March 19, 2002, as amended
(the "Privatisation Act"), duly represented by Mr. Atanas Kirilov
Bangachev, Executive Director, holder of identity card no. 101175201,
issued on 27.10.2000 by the Ministry of the Interior, Blagoevgrad
Department, Personal Identification No. 7602190162; and
(2) CEZ, a. s. (the "Buyer"), a joint stock company duly incorporated and
validly existing under the laws of the Czech Republic, having its seat and
registered office at Duhova 2/1444, 140 53 Prague 4, Czech Republic,
Business Identification Number 45274649, registered in the commercial
register maintained by the municipal court in Prague, Czech Republic, under
section B, file number 1581, represented by Mr. Martin Roman, Chairman of
the Board of Directors, citizen of the Czech Republic, Birth No.
691029/5546, residing at Kamenice 26, Kamenice 251 68, Czech Republic,
holding passport No, 34150108, issued in Ricany, Czech Republic, on 14 May
2003 valid until 14 May 2013, and Mr. Radomir Lasak, Member of the Board of
Directors, citizen of the Czech Republic, Birth No. 651202/1780, residing
at Krajnikova 142, Dobrichovice 252 29, Czech Republic, holding passport
No, 34435864, issued in Cernosice, Czech Republic, on 20 October 2003 valid
until 20 October 2013;
The Seller and the Buyer together are referred to in this Agreement as the
"parties" and each of them is referred to as a "party".
WHEREAS:
This Agreement is executed pursuant to Art. 1, para 2, item 1, Art 3, para 1 and
para 7, Art. 4, para 1, Art 32, para 1, item 3 and Chapter VIIa of the
Privatisation Act; the Regulation on Auctions and Tenders (promulgated in State
Gazette issue No. 85 dated 26 September 2003), the strategy for the
privatisation of the Companies ratified by Parliament on 29 July 2003
(promulgated in State Gazette issue No.69 dated 5 August 2003), and in
accordance with Decision No. 2484-I dated 24 October 2003 of the Privatisation
Agency (promulgated in State Gazette issue No. 95 dated 28 October 2003), the
Decision No 581/16.07.2004 of the Council of Ministers on the selection of a
buyer, the Decision of the Supervisory Board of the Privatisation Agency dated 8
November 2004 (Minutes No. 69) and Decision No. 898 of the Council of Ministers
dated 12 November 2004 concerning approval of this agreement (together the
"Tender Regulations").
NOW IT IS HEREBY AGREED as follows:
1 Definitions and Interpretations
1.1 For the purposes of this Agreement unless the context otherwise requires
the following words and expressions will have the following meaning:
"Applicable Law" means the Bulgarian laws, decrees, ordinances, orders,
regulations, instructions and other normative acts, Bulgarian court
decisions or arbitral awards, and decisions of the Council of Ministers and
of the Parliament.
"Bank Guarantee" means the bank guarantee established with the Guarantee
Bank pursuant to clause 4.2.2(b) in an amount equal to the Guarantee
Amount.
"Board of Directors" means the Board of Directors of a Company as appointed
in accordance with the By-Laws.
"Bulgarian Leva" or "BGN" means the currency of the Republic of Bulgaria
which, at the time of payment, is legal tender in the Republic of Bulgaria.
"Business Day" means a day on which banks are generally open in Sofia,
Bulgaria, and Prague, Czech Republic, for the transaction of normal banking
business.
"Buyer Claim" has the meaning ascribed to such term in clause 10.5.2.
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"Buyer Share" means a Share with respect to a Company owned by the Buyer
who has acquired such Share pursuant to this Agreement.
"Buyer's Warranties" means the warranties of the Buyer set out in clause
13.
"By-Laws" means the by-laws of each Company in effect as of the Signing
Date.
"Companies" means, together, Company 1, Company 2 and Company 3 and
"Company" will mean any one of them.
"Company 1" means the electricity distribution and supply company
Elektrorazpredelenie - Stolichno EAD, Sofia, having its seat and address of
management at 330, Tzar Simeon St., Ilinden Municipality, 1309 Sofia,
Bulgaria, capital to the amount of BGN 1,928,000 (one million and nine
hundred and twenty eight thousand Bulgarian Leva) entered into the Trade
Register of the Sofia City Court with Decision No. 1 of 27 April 2000,
under c.c. 6358.
"Company 1 Shares" means the 129,176 (one hundred and twenty nine thousand
one hundred and seventy six) physical ordinary registered voting shares in
Company 1, each having a par value of BGN 10 (ten Bulgarian Leva),
representing 67% (sixty seven percent) of the total voting share capital of
Company 1.
"Company 2" means the electricity distribution and supply company
Elektrorazpredelenie - Sofia Oblast EAD, Sofia having its seat and address
of management at 2, Evropa Blvd., Vrabnitsa Municipality, 1360 Sofia,
Bulgaria, capital to the amount of BGN 2,149,000 (two million and one
hundred and forty nine thousand Bulgarian Leva) entered into the Trade
Register of the Sofia City Court with Decision No. 1 of 28 April 2000 under
c.c. 6315.
"Company 2 Shares" means the 143,983 (one hundred and forty three thousand
nine hundred and eighty three) physical ordinary registered voting shares
in Company 2, each having a par value of BGN 10 (ten Bulgarian Leva),
representing 67% (sixty seven percent) of the total voting share capital of
Company 2.
"Company 3" means the electricity distribution and supply company
Elektrorazpredelenie - Pleven EAD, Pleven having its seat and address of
management at 73 Doiran St., 5800 Pleven, Bulgaria, capital to the amount
of BGN 1,206,000 (one million and two hundred and six thousand Bulgarian
Leva) entered into the Trade Register of the Pleven Regional Court with
Decision No. 833 of 28 April 2000 under c.c. 833.
"Company 3 Shares" means the 80,802 (eighty thousand eight hundred and two)
physical ordinary registered voting shares in Company 3, each having a par
value of BGN 10 (ten Bulgarian Leva), representing 67% (sixty seven
percent) of the total voting share capital of Company 3.
"Completion" means the completion of the privatisation sale and purchase of
the Sale Shares under this Agreement by the performance by the Buyer and
the Seller of their respective obligations under clause 4.
"Completion Date" means either (a) 10 (ten) Business Days after the
Condition Date or (b) such later date as contemplated by this Agreement, or
(c) such later date as the parties may agree in writing.
"Condition Date" means the date on which all Conditions Precedent set forth
at clauses 3.1.1, 3.1.4, 3.2.1, 3.2.2 and 3.2.3 have been met (or waived,
as the case may be).
"Conditions Precedent" means the conditions precedent set out in clauses
3.1 and 3.2.
"CPC" means the Bulgarian Commission on Protection of the Competition
established pursuant to the Protection of the Competition Act of Bulgaria,
promulgated in State Gazette Issue No. 52 of 1998, last amended in State
Gazette Issue No. 107 of 2003.
"CPC Decision" means a decision by the CPC described in clauses 3.1.1 and
3.2.1.
"Deposit" will have the meaning given to it in clause 2.3.
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"Encumbrances" means all claims, charges, mortgages (whether by fixed or
floating charge), pledges, liens, security interests, encumbrances,
equities, put and call options and other third party rights.
"Energy Act" means the Energy Act promulgated in State Gazette Issue No.107
of 9 December 2003.
"Escrow Account" means the bank account established by the Buyer and the
Seller pursuant to the terms of the Escrow Agreement.
"Escrow Agent" means Bulbank AD, 7 Sveta Nedelia sq., 1000 Sofia, Bulgaria.
"Escrow Agreement" means the escrow agreement attached hereto as Schedule
1.1 (B).
"Euro" or "EUR" means the currency defined in Art. 2 of Council Regulation
(EC) No. 974/98 of 3 May 1998.
"Financial Statements" means the audited balance sheets of each of the
Companies as of 31 December 2002 and 2003 ("Balance Sheets") and the
related audited statements of income, changes in stockholders' equity and
cash flow for the financial years ended 2002 and 2003 in each case prepared
in accordance with IFRS, together with the reports thereon of the
Registered Auditors.
"Governmental Entity" means any Bulgarian governmental or regulatory
department, commission, board, agency or other similar entity, whether
national, regional or municipal, acting pursuant to Applicable Law.
"Guarantee Amount" means EUR 28,150,000 (twenty eight million and one
hundred and fifty thousand Euro) an amount equal to 10% (ten percent) of
the Purchase Price.
"Guarantee Bank" means ING Bank N.V., with its registered seat at
Amstelveenseweg 500, 1081 KL Amsterdam, The Netherlands, a company limited
by shares and registered in the Trade Register of the Chamber of Commerce
and Industry for Amsterdam under the file no. 33031431, acting in Bulgaria
through its Sofia branch, registered with Sofia City Court, Company File
11357/94, Batch 18182, Volume 227, Register 1, page 168, BULSTAT
K831553811, having its registered office at 12 Emil Bersinski Street, Ivan
Vazov Region, Sofia 1408.
"Indebtedness" means (i) all debentures, bonds, notes or other instruments
representing borrowings with banks, financial institutions or other
entities (ii), all agreements classified as capital leases pursuant to IFRS
and (iii) all guarantees, indemnities or similar assurances against
financial loss of any person with respect to the foregoing; provided that
the indemnities provided in connection with the Settlement Agreement will
not qualify as Indebtedness for the purposes of this definition.
"Indemnification Damages" means all damages, not including lost profits but
including costs of investigation and defence and reasonable attorneys'
fees.
"Information" means all information, whether oral or written (on whatever
medium stored) provided by the Seller and the Minister to the Buyer in
connection with the privatisation sale of the Sale Shares, together with
all notes, data, analyses, compilations, studies or other documents derived
from or otherwise reflecting such information.
"IFRS" means the International Financial Reporting Standards adopted by the
International Accounting Standards Board (IASB).
"Long Stop Date" means 30 April 2005 or such later date as contemplated by
this Agreement.
"Management Board" means the Management Board of a Company to be appointed
in accordance with the Restated By-Laws and as constituted from time to
time.
"Minister" means the Minister of Energy and Energy Resources of the
Republic of Bulgaria.
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"NEK" means Natzionalna Elektricheska Kompania EAD (National Electric
Company) a company incorporated under the Law on Commerce, registered with
the Sofia City Court under company file # 29869/1991, having its registered
address at 8 Triaditza st., Oborishte Municipality, Sofia, Bulgaria.
"OCA" means the Obligations and Contracts Act promulgated in State Gazette
issue No. 275 of 1950, as amended from time to time.
"Officer's Certificate" means, if to be delivered by the Buyer, a
certificate or letter signed by a duly authorised officer of the Buyer and,
if to be delivered by the Seller, a certificate or letter signed by a duly
authorised representative of the Seller, as set out in Annex 10 of the
Escrow Agreement.
"Ordinance on Price Regulation" means the Ordinance on the Electricity
Price Regulation promulgated in State Gazette issue no. 17 of 2004, as
amended from time to time.
"PEA" means the Protection of the Environment Act promulgated in State
Gazette issue No. 91 of 2002, as amended from time to time.
"PEA Regulation" means the Regulation (adopted by virtue of Decree No. 173
of the Council of Ministers dated 19 July 2004, promulgated in State
Gazette issue No. 66 of 2004 and as amended from time to time) on the terms
and conditions for determining the liability of the State and for negating
damages to the environment arising, in the context of a privatisation
transaction, as a direct result of the actions of the State prior to the
date of the relevant privatisation.
"Permitted Transferee" means either the European Bank for Reconstruction
and Development, International Finance Corporation or the Black Sea Trade
and Development Bank.
"Post-Privatisation Control Agency" means a Governmental Entity within the
meaning of Art. 18 of the Privatisation Act.
"Pre-Completion Period" means the period from and including the Signing
Date to and including the Completion Date.
"Purchase Price" will have the meaning given to it in clause 2.2.
"Registered Auditor" means a qualified chartered accountant or a firm of
professional auditors registered with the special register of the Chartered
Accountants Institute within the Republic of Bulgaria and approved in
accordance with this Agreement.
"Remaining Seller Share" means a Share in the capital of a Company owned by
the Republic of Bulgaria following Completion.
"Retention Amount" means EUR 56,300,000 (fifty six million and three
hundred thousand Euro) an amount equal to 20% (twenty percent) of the
Purchase Price.
"Republic" or "Republic of Bulgaria" means the Bulgarian State acting
through a Governmental Entity competent to act on its behalf.
"Restated By-Laws" means the by-laws of each Company, substantially in the
form of Schedule 1.1 (C), to be adopted at Completion as provided for in
this Agreement.
"Sale Shares" means the Company 1 Shares, the Company 2 Shares and the
Company 3 Shares.
"Seller's Account" means account of the Seller in Euro, opened at BNB -
Head Office, Sofia, numbered 54 00150339, bank code 66196611, SWIFT
BNBGBGSF.
"Seller Indemnity Termination Date" means the date occurring 18 (eighteen)
months after the date on which Completion occurs.
"Seller's Warranties" means the warranties of the Seller set out in clause
12.
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"SERC" means the State Energy Regulation Commission of the Republic of
Bulgaria established pursuant to the Energy Act.
"SERC 2004 Filings" means the filings required to be made with the SERC for
the regulatory period 1 July 2004 to 31 December 2004.
"SERC 2005 Filings" means the filings required to be made with the SERC for
the first regulatory period beginning 1 January 2005.
"Share" means one ordinary physical registered voting share in the capital
of a Company.
"Shareholders Agreements" means the shareholders agreements between the
Buyer and the Minister, in his capacity of a body exercising the ownership
rights of the Republic of Bulgaria in each Company, with respect to each
Company entered into simultaneously with the execution of this Agreement
and which shareholders agreements will become effective upon Completion.
"Signing Date" means the date hereof.
"Supervisory Board" means the Supervisory Board of a Company to be
appointed in accordance with the Restated By-Laws and as constituted from
time to time.
"Tax" or "Taxation" means all forms of taxes or any other imposition in the
nature of taxation imposed in accordance with Applicable Law, as well as
any mandatory social security and health insurance contributions, together
with any related penalties, interest, fines, surcharges or other amounts
due to a Tax Authority.
"Tax Authority" means any Governmental Entity responsible for the
imposition of Taxation.
"Temporary Share Certificate" has the meaning provided in Article 167(1) of
the Bulgarian Law on Commerce.
"Third Party Proceeding" means any arbitration, audit, investigation or
litigation commenced, brought or conducted by a third party or a
Governmental Entity against a Company after Completion (with respect to any
period prior to Completion) and with respect to which the Buyer (acting
reasonably and in good faith) believes it has a claim against the Seller
pursuant to this Agreement.
"Transaction Documents" means this Agreement, the Escrow Agreement, the
Bank Guarantee, the Shareholders Agreements and the Restated By-Laws and
the documents entered into pursuant to these documents.
"Transfer" means any of the following:
(a) the sale, transfer or other disposal or dealing of any share of
capital stock (including of a Share), of any other equity
interest or of any direct or indirect legal or beneficial
interest in any of the foregoing or the entering into any
agreement for any of the foregoing;
(b) the entering into any agreement with respect to the voting rights
attached to any share of capital stock in any Company (including
of a Share); or
(c) the Encumbrance of any share of capital stock in any Company
(including of any Share) or of any other equity interest or in
any legal or beneficial interest in any of the foregoing.
1.2 In this Agreement, unless the context otherwise requires:
1.2.1 references to a "party" include its legal successors and persons to
whom rights or obligations may be assigned pursuant to the terms of
this Agreement;
1.2.2 words importing the singular include the plural and vice versa, words
importing a gender include every gender and references to "persons"
will include individuals and legal entities;
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1.2.3 references to a clause or schedule are to a clause of, or a schedule
to, this Agreement, references to this Agreement include its recitals
and schedules and references in a schedule or part of a schedule to a
paragraph are to a paragraph of that schedule or that part of that
schedule;
1.2.4 references to this Agreement or any other document or to any
specified provision of this Agreement or any other document are to
this Agreement, that document or that provision as in force for the
time being and as amended from time to time in accordance with the
terms of this Agreement or that document or, as the case may be, with
the agreement of the relevant parties;
1.2.5 the contents table and the descriptive headings to clauses, schedules
and paragraphs are inserted for convenience only, have no legal
effect and will be ignored in the interpretation of this Agreement;
1.2.6 references to any enactment (meaning any statute or statutory
provision or any other subordinate legislation or regulations made
under any such statute or statutory provision) will be construed as
references to such enactment and any re-enactments, replacements, or
modifications thereto made from time to time;
1.2.7 the words "herein", "hereto", "hereof" and other similar words refer
to this Agreement as a whole and not to any particular provision of
this Agreement;
1.2.8 the word "procure" in this Agreement will mean the taking of all
required actions or refraining from taking actions for the
achievement of a particular result to the extent permitted by
Bulgarian Law;
1.2.9 if a date as provided for in this Agreement falls on a day that is
not a Business Day, such date will be deemed to be the next Business
Day after such date; and
1.2.10 the rule known as the eiusdem generis rule will not apply and
accordingly:
(a) general words introduced by the words and phrases such as
"include", "including", "other" and "in particular" will not be
given a restrictive meaning or limit the generality of any
preceding words or be construed as being limited to the same
class as the preceding words where a wider construction is
possible; and
(b) general words will not be given a restrictive meaning by reason
of the fact that they are followed by particular examples
intended to be embraced by the general words; and references to
writing includes any method of reproducing words in a legible and
non-transitory form.
2 Subject of the Agreement
2.1 Privatisation Sale
On and subject to the terms of this Agreement, the Seller agrees to
sell and the Buyer agrees to purchase the Sale Shares at Completion,
free and clear from Encumbrances and together with all rights and
obligations attaching to them as of Completion.
2.2 Purchase Price
The purchase price (the "Purchase Price") for the Sale Shares will be
EUR 281,500,000 (two hundred and eighty one million and five hundred
thousand Euro), allocated as follows:
2.2.1 EUR 188,793,000 (one hundred and eighty eight million and seven
hundred and ninety three thousand Euro) for Company 1 Shares
(equivalent to EUR 1,461.517 (one thousand four hundred and sixty one
and five hundred and seventeen thousandths Euro) per Share for Company
1);
2.2.2 EUR 35,689,000 (thirty five million and six hundred and eighty nine
thousand Euro) for Company 2 Shares (equivalent to EUR 247.869 (two
hundred and forty seven and eight hundred and sixty nine thousandths
Euro) per Share for Company 2); and
2.2.3 EUR 57,018,000 (fifty seven million and eighteen thousand Euro) for
Company 3 Shares (equivalent to EUR 705.65 (seven hundred and five
and sixty five hundredths Euro) per Share for Company 3).
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2.3 Payment of the Purchase Price
2.3.1 Deposit
(a) On the Signing Date, the Buyer shall deposit into the Escrow
Account the amount of EUR 56,300,000 (fifty six million and three
hundred thousand Euro) (the "Deposit"), representing 20% (twenty
percent) of the Purchase Price, to be held by the Escrow Agent
pursuant to the terms of the Escrow Agreement.
(b) Upon receipt by the Seller of written confirmation from the
Escrow Agent of the Escrow Agent's receipt of the Deposit, the
Seller shall (i) return the Bid Bond to the Buyer (or otherwise
cancel the Bid Bond), and (ii) deliver a statement to the Buyer
to the effect that the Seller has no further interest in the Bid
Bond or that the Bid Bond has been cancelled, as applicable.
2.3.2 Payment of Balance of Purchase Price
The Buyer shall pay an amount equal to the difference between the
Purchase Price and the Deposit (the "Amount Due at Completion")
pursuant to clause 4.
2.4 Dividends
2.4.1 Financial year 2003
In accordance with Decree No. 30 of the Council of Ministers for the
Implementation of the Republic of Bulgaria's Budget for year 2004
(promulgated in State Gazette issue No. 13 of 17 February 2004), the
Companies have declared and distributed to the Seller dividends
relating to the year ended 31 December 2003 equal to 50% (fifty
percent) of the Companies' profits accrued in such year (after
mandatory deductions for the Reserves Funds of the Companies). Such
dividends are in a total amount of BGN 3,124,696 (three million one
hundred and twenty four thousand six hundred and ninety six Bulgarian
Leva) for Company 1, BGN 731,526.85 (seven hundred and thirty one
thousand five hundred and twenty six and eighty five hundredths
Bulgarian Leva) for Company 2 and BGN 2,597,400.98 (two million five
hundred and ninety seven thousand four hundred and ninety eight
hundredths Bulgarian Leva) for Company 3. In so far as the same (i)
have not been paid at the Signing Date and (ii) may be paid in
accordance with Applicable Law, the Buyer acknowledges that such
payments shall be effected by the Companies prior to Completion. The
Seller undertakes to procure that none of the Companies will declare
or pay any other dividends relating to the year ended 31 December
2003 prior to Completion.
2.4.2 Financial years 2004 and 2005
The Seller undertakes to procure that none of the Companies will
declare or pay any dividends relating to the year ending 31 December
2004 prior to Completion, and any dividends of the Companies with
respect to the years ending 31 December 2004 and 31 December 2005, as
the case may be ("Post 2003 Dividends"), will be distributed between
the Buyer and the Seller in the proportion of their respective
shareholdings in the Companies as of the respective dates of
declaration of the Post 2003 Dividends.
2.5 Escrow Agreement
The parties shall enter into the Escrow Agreement simultaneously with
the execution of this Agreement.
3 Conditions precedent and consequences of conditionality
3.1 Completion of this Agreement by the Seller will be conditional upon
fulfilment of the following conditions precedent:
3.1.1 CPC Decision
(a) the CPC having issued a decision (an "Unconditional CPC
Decision") (i) to authorise the privatisation sale of the Sale
Shares as contemplated by this Agreement and imposing no
restrictions and/or conditions on such sale and such decision
having entered into force, or (ii) that
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no permit from the CPC authorising the privatisation sale of the
Sale Shares is required under Applicable Law; or
(b) the CPC having issued a Conditional CPC Decision (as defined in
clause 3.2.1), the Buyer having accepted the restrictions and/or
conditions pursuant to clause 3.2.1 and such decision having
entered into force.
3.1.2 the Buyer having fulfilled its pre-completion obligations pursuant to
clause 6;
3.1.3 the Buyer's Warranties being true and correct as of both the Signing
Date and the Completion Date; and
3.1.4 the Buyer not having been dissolved, not having entered into (or
taken steps to enter into) liquidation, administration or
administrative receivership and not being insolvent or unable to pay
its debts as they become due.
3.2 Completion of this Agreement by the Buyer is conditional upon
fulfilment of the following conditions precedent:
3.2.1 CPC Decision
(a) The CPC having issued an Unconditional CPC Decision and such
decision having entered into force; or
(b) the CPC having issued a decision authorising the privatisation
sale of the Sale Shares as contemplated by this Agreement, but
imposing restrictions and/or conditions to such authorisation in
accordance with Applicable Law (a "Conditional CPC Decision") and
(i) the Buyer, acting in accordance with clause 6.1.2, having
accepted such restrictions and/or conditions by providing a
written notice to the Seller within 10 (ten) days after the
publication of such Conditional CPC Decision in the Bulgarian
State Gazette and (ii) the Conditional CPC Decision having
entered into force.
In the event that the Buyer may decide not to accept a Conditional CPC
Decision, it shall forthwith notify the Seller of such decision by
providing a written notice to the Seller to that effect within 10
(ten) days after publication of such decision in the Bulgarian State
Gazette, setting out its substantial reasons for not accepting such
restrictions and/or conditions. In the event that the Seller either
(x) accepts the decision of the Buyer, this Agreement shall terminate
and the provisions of clauses 4.6 through 4.8 shall apply, or (y)
rejects the decision of the Buyer, the provisions of clause 4.8 shall
apply and the matter shall be referred to arbitration pursuant to
clause 15 hereof.
3.2.2 Each of the Companies having received licences for distribution and
supply of electricity in compliance with paragraph 17 of the Energy
Act, and such licenses having been issued for distribution and supply
in the territories set out in Schedule 3.2.2 hereto.
3.2.3 Settlement Agreement
(a) NEK and each of the seven Bulgarian electricity distribution
companies (the "EDCs" and each an "EDC") will have entered into a
multi-lateral contractual arrangement (the "Settlement
Agreement") in the form attached as Part A of Schedule 3.2.3 to
this Agreement; and
(b) NEK and the Companies will have entered into an annex to the
Settlement Agreement in the form attached as Part B of Schedule
3.2.3 of this Agreement.
3.2.4 The Seller having fulfilled its pre-completion obligations contained
at clauses 2.3.1(b), 2.4 and 5.
3.2.5 The Seller Title Warranties (as defined below) being true and correct
as of the Completion Date, and all other Seller Warranties being true
and correct in all material respects as of the Completion Date, it
being agreed that:
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(a) the Seller Warranty contained at clause 12.2.13 will be deemed
materially correct unless the Agreement Net Worth is less than
90% (ninety percent) of the Aggregate 2003 B/S Date Net Worth
(both as defined in, and to be determined in accordance with
clause 10.9); and
(b) the Seller Warranty contained in clause 12.2.14 will be deemed
materially correct if there are either (i) no proceedings or (ii)
to the extent there are proceedings that they do not have a
reasonable likelihood of success.
3.3 If at any time the Buyer or the Seller becomes aware of a fact or
circumstance that might prevent or materially delay any of the
Conditions Precedent set out in clauses 3.1 or 3.2, respectively, from
being satisfied, such party will promptly notify the other party.
3.4 Except for the Conditions Precedent contained at clauses 3.1.1 and
3.2.1 (which both parties agree cannot be waived, except for the
condition therein that the CPC Decision should have entered into
force, which can be waived only by both parties jointly), the Buyer
may waive (to the extent thought fit by the Buyer) all or any of the
Conditions Precedent set out in clause 3.2 or any part of them, and
the Seller may waive (to the extent thought fit by the Seller) all or
any of the Conditions Precedent set out in clause 3.1 or any part of
them. Any waiver by the Buyer or the Seller under this clause is
without prejudice to any other rights which each of them may have
under this Agreement.
4 Completion
4.1 If all of the Conditions Precedent have been satisfied or waived (to
the extent they can be waived), and if no termination has occurred
pursuant to clause 4.6, Completion will take place at the premises of
the Seller (or at such other place as the parties may agree) on the
Completion Date.
4.2 Actions undertaken on the Condition Date
On the Condition Date, the following will occur:
4.2.1 The Buyer and the Seller will each issue a certificate (a "CP
Certificate") confirming that, as of the Condition Date, (i) the
Conditions Precedent applicable to it (other than those which relate
to the Completion Date) have been met (or confirming that it has
waived the same in accordance with clause 3.4, as the case may be),
(ii) in the case of the Seller, that the Seller's Warranties are true
and correct as of the Condition Date, in the case of the Buyer, that
the Buyer's Warranties are true and correct as of the Condition Date
and (iii) that it has performed those pre-completion obligations
hereunder that are to be performed prior to the Condition Date. In
the event that either party shall refuse to sign its CP Certificate,
the matter shall be referred to arbitration pursuant to clause 15.
4.2.2 No later than 3 (three) Business Days following the issuance of the
CP Certificates,
(a) the Buyer will pay the Amount Due at Completion by electronic
funds transfer to the Escrow Agent; and
(b) the Buyer will cause the Bank Guarantee to be established in the
amount of the Guarantee Amount and will procure that the
Guarantee Bank forward the original Bank Guarantee to the Seller
and a copy of the Bank Guarantee to the Escrow Agent.
4.2.3 Subject to the Buyer fulfilling its obligations referred to in clause
6.2 and upon having received notice from the Escrow Agent that the
Buyer has complied with its obligations pursuant to clause 4.2.2, the
Seller will before the Completion Date:
(a) provide to the Buyer and to the Escrow Agent copies of the
resolutions, in each case signed by the Minister of Energy and
Energy Resources, (i) amending the By-Laws so that they are in
the form of the Restated By-Laws as applicable to each Company,
(ii) dismissing the members of the Board of Directors of each of
the Companies and (iii) appointing the members of the Supervisory
Board (as provided for in the Restated By-laws) in accordance
with Schedule 4.3.3;
(b) provide to the Buyer, if available, copies of the settlement
agreements of the outgoing members of the Companies' Boards of
Directors confirming that they do not have any legal or financial
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claims against the respective Company. The Seller will undertake
reasonable efforts to cause each Company to obtain a settlement
agreement from each outgoing member of the Companies' Boards of
Directors, and in the absence of any such settlement agreement
from a director the Seller shall indemnify the Buyer against any
claim in relation to his dismissal as a member of such Company's
Board of Directors brought by such director; and
(c) procure that the appropriate filings with the commercial courts
are made by each Company for the registration in the respective
commercial register in the jurisdiction of such Company of the
changes to such Company's corporate status reflecting the
resolutions at clause 4.2.3(a) as well as the appointment of the
Company's new Management Board and Executive Directors (nominated
by the Buyer as provided for in the Shareholders Agreement
applicable to such Company).
4.3 On the Completion Date, the following actions will be undertaken in
the order stated below:
4.3.1 the Seller will provide to the Buyer, with a copy to the Escrow
Agent, an Officer's Certificate confirming that the Seller Title
Warranties are true and correct as of the Completion Date, that the
other Seller's Warranties are true and correct in all material
respects as of the Completion Date and that the Seller has performed
its pre-completion obligations contained at clauses 2.3.1(b), 2.4 and
5;
4.3.2 the Buyer will provide to the Seller, with a copy to the Escrow
Agent, an Officer's Certificate confirming that the Buyer's
Warranties are true and correct as of the Completion Date and that
the Buyer has performed its pre-completion obligations contained at
clause 6;
4.3.3 the Seller will provide to the Buyer, with a copy to the Escrow
Agent, copies of the court decisions certified by the competent
courts ordering the registration of the matters referred to in clause
4.2.3(c); and
4.3.4 the Seller will endorse the Temporary Share Certificates relating to
the Sale Shares to the Buyer's name and deliver the endorsed
Temporary Share Certificates to the Buyer and will provide a copy
thereof to the Escrow Agent.
4.4 Deferral
4.4.1 Subject to clause 4.4.2, if either the Seller or the Buyer (as the
case may be, the "Affected Party") fails to comply with any of its
obligations under the preceding provisions of this clause 4 on the
Completion Date other than the Seller's obligation pursuant to clause
4.3.3, then the other (the "Unaffected Party") may, at its option and
with notice to the Affected Party:
(a) defer Completion by 15 (fifteen) days (provided always that such
deferral shall not extend beyond the Long Stop Date), in which
case both the Affected Party and the Unaffected Party will
provide notice to the Escrow Agent of such extension; or
(b) proceed to Completion so far as practicable but without prejudice
to the Unaffected Party's rights where the Affected Party has not
complied with its obligations under this Agreement.
4.4.2 In the event the Seller is unable to fulfil its obligation pursuant
to clause 4.3.3 because of a delay by any court to make the
registrations referred to in clause 4.2.3(c) for reasons outside the
reasonable control of the Seller or the Company with respect to which
such registration is to be made, the Seller shall be entitled to
defer Completion until completion of the delayed registration
provided that the Buyer will have received copies of the filings made
by each Company as referred to in clause 4.2.3(c) (provided always
that such deferral shall not extend beyond the Long Stop Date),
unless the Buyer shall have agreed in writing to proceed with
Completion without waiting for such registration to be made, in which
case 2 (two) original copies of such written agreement shall be
provided to the Seller. The Seller shall notify the Escrow Agent of
any such deferral and such deferral shall be on a rolling 7 (seven)
day basis.
4.5 If the Buyer fails to comply with any of its obligations under clause
4.2.1 or 4.2.2 as a result of which Completion is deferred or extended
pursuant to clause 4.4.1(a), the Buyer shall pay to the Seller
statutory interest for delay on the Amount Due at Completion,
calculated from the date of due payment until the
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date on which such amount is paid. Such payment shall be without
prejudice to any other remedies the Seller may have against the
Buyer.
4.6 Termination
If all Conditions Precedent are not fulfilled or waived (if capable of
being waived) on or before the date occurring 10 (ten) Business Days
prior to the Long Stop Date, then this Agreement will terminate and
clause 4.7 will apply, provided always that in the event that (i) the
CPC Decision referred to in clauses 3.1.1 and 3.2.1 has been issued
but has not yet entered into force and the parties have not jointly
waived such entry into force as a Condition Precedent in accordance
with clause 3.4 (or the CPC has issued a refusal to authorise the
privatisation sale of the Sale Shares as contemplated by this
Agreement and such refusal, having been appealed by the Buyer, the
Seller or both, has not yet been finalised) and (ii) all other
Conditions Precedent have been duly satisfied, then the Long Stop Date
shall automatically be extended for a period of 6 months to 31 October
2005.
4.7 Effect of Termination
In the event of a termination pursuant to clauses 3.2.1 or 4.6 above,
all of the provisions of this Agreement will terminate, except for
clauses 4.8 (which will terminate only once the obligations provided
for therein have been performed) and clauses 14 through 16, which will
remain in full force and effect. Termination pursuant to this clause
is without prejudice to a party's right to claim damages against the
other party for a breach of the other party's obligations contained at
clauses 5 and 6.
4.8 Deposit
4.8.1 Subject to clause 4.8.2, (a) if Completion does not occur as a result
of a breach by the Buyer of its obligations under this Agreement,
then the Deposit (together with any interest accrued thereon) will be
paid to the Seller as a penalty (liquidated damages) from the Escrow
Account and (b), if Completion does not occur as a result of any
reason other than as stated at clause 4.8.1(a) above, then the
Deposit plus the Amount Due at Completion if the Buyer has already
paid over the Amount Due at Completion (together with any interest
accrued thereon) will be returned to the Buyer, all in accordance
with the terms of the Escrow Agreement.
4.8.2 Subject to clause 4.8.3, if (a) Completion does not occur solely as a
result of the Condition Precedent set out in clause 3.2.1(b) not
being satisfied as a result of the Buyer not having accepted a
condition and/or restriction as part of a Conditional CPC Decision on
the basis that such condition and/or restriction would have had
either (i) a material adverse economic impact on the Buyer, acting
reasonably or (ii) a material adverse impact on the Companies in the
aggregate (to be determined in accordance with clause 6.1.2) and (b)
the Seller agrees with the Buyer's determination in accordance with
clause 4.8.4 below, then the Deposit (together with any interest
earned thereon) will be paid from the Escrow Account to the Buyer.
4.8.3 If the Seller receives notice pursuant to clause 3.2.1 that
Completion will not occur solely as a result of the Condition
Precedent set out in clause 3.2.1(b) not being satisfied and the
Buyer is unable to prove, if applicable in an arbitration pursuant to
clause 4.8.4, that such Conditional CPC Decision would have had a
material adverse economic impact on the Buyer or the Companies as
defined in clause 6.1.2, then the Seller shall be entitled to an
amount of EUR 5,000,000 (five million Euro) (together with any
interest earned thereon) from the Escrow Account (as liquidated
damages). If the Buyer has acted fraudulently, with gross negligence
or with wilful misconduct in making its determination as to whether
such Conditional CPC Decision would have a material adverse economic
impact on the Buyer or the Companies as defined in clause 6.1.2, then
the Seller shall be entitled to an additional EUR 10,000,000 (ten
million Euro) (together with any interest earned thereon) from the
Escrow Account (as liquidated damages). Any moneys remaining to the
credit of the Escrow Account (together with any interest earned
thereon) shall belong to the Buyer, and shall be paid over to the
Buyer in accordance with the procedure set out in clause 4.8.4 and
the terms of the Escrow Agreement.
4.8.4 If the Seller receives notice from the Buyer pursuant to clause 3.2.1
that Completion will not occur solely as a result of the failure of
the Condition Precedent set out in clause 3.2.1(b), the Seller shall
have 30 (thirty) Business Days to either accept or reject the Buyer's
underlying determination provided that the Buyer agrees promptly to
provide the Seller with any information or clarification reasonably
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requested by the Seller in connection with such notice. If the Seller
fails to notify the Buyer within the aforementioned period, the
Seller shall be deemed to have accepted the Buyer's determination and
the provisions of clause 4.8.2 shall apply. If the Seller desires to
challenge the Buyer's decision in this regard, the Seller shall
notify the Buyer as set out above and may initiate arbitration
proceedings in accordance with clause 15 of this Agreement. With
respect to such arbitration proceedings, the following additional
provisions shall apply:
(a) If (i) the Seller commences arbitration proceedings in accordance
with this clause, and (ii) the Seller specifies in its initial
declaration commencing arbitration proceedings that it desires to
claim that the Buyer has acted fraudulently, with gross
negligence or with wilful misconduct in making its determination
as to whether such Conditional CPC Decision would have a material
adverse economic impact on the Buyer or the Companies, an amount
equal to the Deposit less EUR 15,000,000 (fifteen million Euro)
(together with interest accrued thereon) will be paid to the
Buyer at the commencement of such proceedings; and provided
further that an amount equal to EUR 10,000,000 (ten million Euro)
(together with interest accrued thereon) will be paid to the
Buyer from the Escrow Account as soon as the Buyer, bearing
costs, posts a bank guarantee from the Guarantee Bank (or such
other bank acceptable to the Seller) in favour of the Seller,
pursuant to terms substantially similar to the Bank Guarantee and
reflecting the terms of this clause, in the amount of EUR
10,000,000 (ten million Euro) until such proceeding has been
settled, terminated or finally determined.
(b) If (i) the Seller commences arbitration proceedings pursuant to
this clause, and (ii) the Seller does not claim in its initial
declaration commencing arbitration proceedings that it desires to
claim that the Buyer has acted fraudulently, with gross
negligence or with wilful misconduct in making its determination
as to whether such Conditional CPC Decision would have a material
adverse economic impact on the Buyer or the Companies, an amount
equal to the Deposit less EUR 5,000,000 (five million Euro)
(together with any interest earned thereon) will be paid from the
Escrow Account to the Buyer at the commencement of such
proceedings.
(c) If applicable, the arbitrator's award shall set forth whether the
Buyer has acted fraudulently, with gross negligence or with
wilful misconduct in making its determination as to whether such
Conditional CPC Decision would have a material adverse economic
impact on the Buyer or the Companies and will finally determine
the amounts to which the Buyer and the Seller are entitled
pursuant to clause 4.8.3. For the avoidance of doubt, the
arbitrator in giving its decision shall act as an expert and not
as an arbitrator.
4.8.5 Where a matter is referred to arbitration pursuant to the terms of
this Agreement, the Deposit, if subject to such arbitration, shall be
paid as is provided for in the arbitration award.
4.8.6 If following the provision of the bank guarantee referred to in
clause 4.8.4(a) above the Seller loses such arbitration then the
Seller will pay the reasonable costs of the Buyer incurred in
providing the said bank guarantee.
5 Seller's Pre-Completion Covenants
5.1 Observer
5.1.1 During the Pre-Completion Period (or until the earlier termination of
this Agreement), (i) the Seller will procure that the Companies will
carry on their respective businesses in the ordinary course
consistent with past practice (ii) the Buyer will, upon 3 (three)
Business Days written notice, be allowed access to the Companies and
to meet with management and (iii) the Buyer will be entitled to have
an authorised representative attend any meeting of the Boards of
Directors of the Companies as an observer (such authorised
representative being referred to as an "Observer"). The Seller agrees
to procure that the Companies will, at least 3 (three) Business Days
in advance of each such meeting, provide the Buyer with notice of
such meeting, together with copies of documents and materials
distributed to the members of the Board of Directors with respect to
such meeting.
5.1.2 The Seller agrees to procure that the Companies will provide the
Observer with copies of the SERC 2005 Filings (together with all
supplements and correspondence to and from SERC generated in
connection therewith) in advance of the same being filed with the
SERC and that each Company will
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give its Observer a reasonable period of time to comment upon the
SERC 2005 Filings and such additional supplements and correspondence.
The Seller also will procure that the Observer will have an
opportunity to, upon reasonable notice, (i) have access to such
information and personnel as the Observer may reasonably request in
connection with the SERC 2005 Filings and the underlying information
upon which the same have been prepared, (ii) deliver and discuss with
the Executive Director of such Company the Buyer's comments on such
filings and (iii) participate in all meetings between the Companies
and the SERC in relation to the SERC 2005 Filings. The Seller further
agrees to procure that each Company will provide the Observer with a
copy of any written communication by the SERC in response to any such
filings within 2 (two) Business Days of the same being received and
to provide the Observer with an opportunity to comment on any
response to such communication. The Seller also agrees to procure
that the Companies will agree to include in the SERC 2005 Filings a
statement to the effect that the Companies intend to introduce and
implement new investment programmes and that they would like such
investment programmes to be taken into account by the SERC with a
view to introducing subsequent changes to the prices to be applied by
the Companies in 2005 and thereafter.
5.2 Except as otherwise expressly provided for in this Agreement or
consented to or approved in writing by the Buyer, or imposed by
Applicable Law, the Seller will procure that during the Pre-Completion
Period the Companies will not undertake any of the following actions
without the prior written consent of the Buyer:
5.2.1 the change of a Company name or an alteration of its By-Laws (save
for any resolution to adopt the Restated By-Laws);
5.2.2 the issue or agreement to issue any Shares of a Company, the grant or
agreement to grant rights which confer on the holder any right to
acquire or subscribe any such Shares, the change in the type, form,
nominal value or any rights attaching to any of the Shares of a
Company, or subjecting Company share capital or any Share or voting
interests to any Encumbrance;
5.2.3 the repayment, redemption, purchase of its own shares or reduction of
any of the share capital of a Company;
5.2.4 any resolution of a Company to be voluntarily liquidated;
5.2.5 change of the Registered Auditors of each Company;
5.2.6 change of (i) accounting principles or (ii) material accounting
policies (in each case other than as required by IFRS or Applicable
Law), provided that for the purposes of clause 5.2.6(ii), the term
"material accounting policies" shall mean those accounting policies
which are required to be disclosed in the footnotes to financial
statements prepared in accordance with IFRS;
5.2.7 the entering into transactions or series of related transactions
where the consideration of such transaction is in excess of 2% (two
percent) of the balance sheet value of the assets of each such
Company as of 31 December 2003, measured pursuant to the IFRS;
5.2.8 (a) the entering into an agreement to incur Indebtedness or the
creation of any Encumbrance over any of such Company's properties or
assets, (b) the amending or extending of any terms of any agreements
related to Indebtedness or Encumbrances entered into prior to the
Signing Date and (c) the drawing of any Indebtedness pursuant to any
agreements related to Indebtedness entered into prior to the Signing
Date, in each case in an amount exceeding 5% (five percent) of the
balance sheet value of the assets of each such Company as of 31
December 2003, measured pursuant to IFRS;
5.2.9 the sale, assignment, transfer or disposal of any material assets to
third persons, provided that, for the purposes of this clause 5.2.9,
the term "material" shall mean and include (i) any network assets of
the Companies with an individual value of in excess of EUR 25,000
(twenty five thousand Euro) and (ii) other assets with an individual
value of in excess of EUR 250,000 (two hundred and fifty thousand
Euro);
5.2.10 the entering into agreements or transactions or series of related
agreements or transactions outside of the ordinary course of business
the consideration for which exceeds EUR 50,000 (fifty thousand Euro);
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5.2.11 the taking of any action that would cause (i) any licence required
pursuant to the Energy Act once granted or (ii) any other material
licence required to operate the business of the Companies to be
terminated;
5.2.12 the increase in the number of a Company's employees as from the
Signing Date, the change of the terms of any collective labour
agreement applicable to any Company or any existing employment
agreement for any Company employee or the making of any new
employment agreement or collective labour agreement applicable to any
Company, except that, for clarification, a Company may replace (on
terms substantially similar) employees whose employment relationship
is terminated by resignation, removal, retirement or otherwise and
may increase the compensation of its employees in accordance with
past Company practice;
5.2.13 the issue of bonds or other debt instruments;
5.2.14 acquisition of or consolidation with any other entity or undergoing
any other form of a reorganisation; or
5.2.15 the entering into, or the agreement to enter into, any transaction
that is not on an arms' length basis.
5.3 For the purposes of clause 5.2, the Buyer will be deemed to have given
its consent if the Seller or the Company to which such action applies,
will have submitted a written request with relevant supporting
documentation to the Buyer requesting its consent to a particular
course of action and the Buyer has not provided any instruction to
such request by the expiry of the 15th (fifteenth) Business Day after
the date of receipt by the Buyer of the original request, provided
that the Buyer will have received a repeat request no later than 5
(five) Business Days prior to expiry of such period. Notwithstanding
the foregoing, if a response from the Buyer is required within a
shorter period than is set out above as a result of public procurement
requirements under Applicable Law, the Buyer shall respond to such
request from the Seller or the Company within such time period so as
to allow the Companies to comply with Applicable Law. In any event,
the Observer, if attending the Board of Directors meeting or a General
Meeting, may consent in writing on behalf of the Buyer to any action
pursuant to clause 5.2. Any such requests shall comply with the notice
provisions set out in clause 16.7.
5.4 The Seller agrees to provide to the CPC all the information, documents
and assistance that the CPC may require from the Seller, in accordance
with the Applicable Law, in connection with the approval set out in
clauses 3.1.1 and 3.2.1, as well as to procure that the Companies, NEK
and any other Governmental Entities will provide such information,
documents and assistance as required by the CPC from the Companies,
NEK and any other Governmental Entities in accordance with the
Applicable Law.
5.5 The Seller undertakes to notify the Buyer in writing if it becomes
aware of any circumstance arising during the Pre-Completion Period
which would cause any of the warranties contained in clause 12 to
become untrue or inaccurate in any material respect.
6 Buyer's Pre-Completion Covenants
6.1 CPC Matters
6.1.1 The Buyer warrants to the Seller that, within 7 (seven) days after
being declared the Winning Bidder with respect to the Sale Shares
under the Tender Regulations, the Buyer filed an application with the
CPC for the issuance of a CPC Decision. The Buyer warrants that such
application contained all such material information as was reasonably
available to the Buyer at the time the application was filed. The
Buyer agrees to provide to the CPC all such additional information
and take all such other actions as the CPC may require in accordance
with the Applicable Law in connection with such application so as to
do anything that it can reasonably do to ensure the due and timely
issuance of a CPC Decision as soon as possible after the Signing
Date.
6.1.2 Subject to the provisions of clause 3.2.1, the Buyer undertakes to
exercise its right not to accept any restrictions and/or conditions
of a Conditional CPC Decision and not to proceed to Completion if
such restrictions and/or conditions would have a material adverse
economic impact either on the Companies in the aggregate as set out
below or on the Buyer (acting reasonably). For the purposes of this
Agreement, the parties agree that a Conditional CPC Decision will be
deemed to have a material
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adverse impact on the Companies if the conditions or restrictions
imposed as part of such Conditional CPC Decision would adversely
affect (i) the net asset value, (ii) the annual revenues, or (iii)
the annual earnings before interest, taxes, depreciation and
amortization measured pursuant to IFRS, in each case by more than 10%
(ten percent) when measured against the Financial Statements of the
Companies for 2003 in the aggregate; the foregoing notwithstanding,
however, the parties agree that any conditions and/or restrictions
imposed by the CPC which are already imposed by the Energy Act and/or
any other Applicable Law will be deemed not to have a material
adverse impact on a Company.
6.2 The Buyer undertakes to procure that the new members of the
Supervisory Board and the Management Board nominated by the Buyer sign
the necessary documents for applying for the courts decisions,
ordering the registration of the Supervisory Board, the Management
Board and the Executive Directors (if any) of each of the Companies in
due time when requested by the Seller (and in any event not later than
3 (three) Business Days after the Condition Date) so as not to
prejudice the Seller's ability to fulfil its obligations pursuant to
clause 4.2.3(c).
6.3 The Buyer undertakes to notify the Seller in writing if it becomes
aware of any circumstance arising during the Pre-Completion Period
which would cause any of the warranties contained in clause 13 to
become untrue or inaccurate in any material respect.
7 Mutual Pre-Completion Covenants
7.1 During the Pre-Completion Period, the Buyer and the Seller agree to
keep each other informed of the progress of all applications and
filings made with respect to this Agreement with any Governmental
Entity.
7.2 Each party undertakes to notify the other as soon as reasonably
practicable of the satisfaction or waiver in accordance with its terms
of all of their respective Conditions Precedent.
8 Buyer's Post-Completion Covenants
8.1 Certain Restrictions as to Transfers of Buyer Shares
8.1.1 Subject to clauses 8.1.2, 8.1.3 and 8.1.4, the Buyer agrees that,
during the period beginning at Completion and ending on 31 December
2008 (the "Buyer Lock-in Period"), it will not Transfer any Buyer
Share.
8.1.2 Notwithstanding the provisions of clause 8.1.1, the Buyer may
Transfer any number of the Buyer Shares to a Permitted Transferee so
long as the Buyer always retains at least 51% (fifty one percent) or
more of all shares of a Company. If the Buyer makes such a Transfer,
it will provide written notice of such Transfer to the Seller at
least 10 (ten) Business Days prior to making such Transfer.
8.1.3 Notwithstanding the provisions of clause 8.1.1, the Buyer may
Transfer any Buyer Share to a Majority-owned Buyer Affiliate (as
defined below), provided that (i) such Majority-owned Buyer Affiliate
has experience in the energy sector, (ii) such Transfer does not have
the effect of the Buyer, the Buyer together with such Majority-owned
Buyer Affiliate or the Majority-owned Buyer Affiliate owning a lesser
proportionate amount of the shares of such Company after such
Transfer has become effective than the Buyer owned immediately prior
to such Transfer and (iii) the Buyer has obtained the prior consent
of the Seller (who will consult with the Minister prior to giving or
withholding such consent) with respect to such Transfer.
(a) If the Buyer intends to effect a Transfer under this clause
8.1.3, it will provide a written notice of such Transfer to the
Seller and the Minister at least 30 (thirty) Business Days prior
to the date of the intended Transfer. If the Seller consents to
such Transfer, (i) the Buyer undertakes to procure that such
Majority-owned Buyer Affiliate will assume (within the meaning of
Art. 101 of the OCA) the Buyer's obligations under this Agreement
and will become a party to this Agreement and any Shareholders
Agreement or other agreement applicable to such Shares as a
condition precedent to such Transfer taking effect.
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(b) In addition, if the Buyer intends to make a Transfer under this
clause 8.1.3, the Buyer will procure that such Majority-owned
Buyer Affiliate will not undergo a Change in Ownership Status
during the Buyer Lock-in Period.
(c) For the purpose of this clause 8.1.3, the Seller's consent to the
Transfer of Buyer Shares is deemed given only in the following
circumstances:
(i) the Buyer establishes a Majority-owned Buyer Affiliate
(being a Bulgarian legal entity) and the Buyer subsequently
either (a) causes the merger or consolidation of one or
more of the Companies into such entity or (b) causes such
entity to acquire all of the Buyer's Shares in one or more
of the Companies, provided always that the Buyer may not
establish more than one such entity;
(ii) the Buyer merges the Companies so as to form one entity
comprising of the business of all of the Companies; or
(iii) the Buyer causes a reorganisation of one or more of the
Companies as required by Applicable Law.
(d) The consent provided for in clause (c) is deemed given only if
(A) such acquisition, merger, consolidation or reorganisation
does not have a dilutive effect on the Remaining Seller Shares
owned by the Republic immediately preceding such transaction
before and after such acquisition, merger, consolidation or
reorganisation takes effect; (B) such acquisition, merger,
consolidation or reorganisation does not have the direct or
indirect effect of any party other than the Buyer, the Buyer and
a Majority-owned Buyer Affiliate or a Majority-owned Buyer
Affiliate obtaining any equity interest in any of the Companies;
(C) the Republic is given at least 30 (thirty) Business Days'
prior written notice of such acquisition, merger, consolidation
or reorganisation which notice will describe such acquisition,
merger, consolidation or reorganisation in reasonable detail and
will confirm and explain in reasonable detail that the conditions
contained in this clause are met as well as all of the other
obligations of the Buyer under clause 8.1.3; and (D) the
Republic's rights under clause 8.1.4 are preserved.
(e) For purposes of this clause 8.1, the following definitions will
apply:
(i) "Majority-owned Buyer Affiliate" means any legal entity
with respect to which either (a) the Buyer or (b) the
Buyer's ultimate parent company both (i) owns an absolute
majority of all shares (voting and non-voting) and other
ownership interests in such legal entity (but at a minimum
more than 50% (fifty percent) of all of the foregoing) so
that no minority shareholder of such legal entity has the
right to prevent a decision from being taken that the Buyer
(or its ultimate parent) desires to take in its capacity as
majority shareholder (whether at a general meeting, by
resolution or otherwise) of such entity and (ii) possesses,
through a sufficient majority on such legal entity's
governing board, the power to fully control all management
and policies of such legal entity's governing boards so
that no member of such governing board who has not been
appointed by the Buyer or its ultimate parent has the
ability to prevent a decision from being taken that the
Buyer's (or its ultimate parent's) governing board
representatives desire to take in their capacity as members
on such governing board.
(ii) A legal entity's "governing board" means its management
board, its supervisory board, both its management and
supervisory boards, or its board of directors, as the case
may be depending on the legal structure and organisational
jurisdiction of such legal entity.
(iii) "Change in Ownership Status" with respect to a
Majority-owned Buyer Affiliate means, in each case by means
of a single transaction or a series of related
transactions, any one or more of (i) the sale of all or
substantially all of the assets of such Majority-owned
Buyer Affiliate to any person not also a Majority-owned
Buyer Affiliate, (ii) the completion of any consolidation,
merger or other transformation involving such
Majority-owned Buyer Affiliate (unless such consolidation,
merger or other transformation involves only entities all
of which, before and after such consolidation, merger or
other transformation takes effect, are Majority-owned Buyer
Affiliates), (iii) the issuance, assignment, sale, Transfer
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or other disposal (by contract or otherwise) of any equity
interest or any voting right in such Majority-owned Buyer
Affiliate to any person not also a Majority-owned Buyer
Affiliate or (iv) the Majority-owned Buyer Affiliate
otherwise ceasing to be a Majority-owned Buyer Affiliate as
defined herein.
8.1.4 During the Buyer Lock-in Period, the Buyer undertakes to vote the
Buyer Shares at any general meeting of a Company and to cause all
members of a Company's Supervisory and Management Boards nominated by
the Buyer to vote at any meetings of such boards in a manner ensuring
that a Company will not undergo (i) any capital increase, capital
reduction, or other change in shareholding structure and (ii) any
reorganisation (including pursuant to section 8.1.3(c)),
notwithstanding the manner in which such reorganisation will be
accomplished (including but not limited to splitting, separation of a
new entity, transfer of ongoing concern, asset transfer, etc.) and/or
liquidation (each a "Capital Event") having the effect that any
person other than shareholders holding Shares immediately prior to
such Capital Event becomes the owner, holder or beneficiary of any
Shares. The Buyer agrees that in the event of any Capital Event
(including following reorganisation of the Companies in accordance
with ss. 17(1) of the Transitional and Final Provisions of the Energy
Act), then this Agreement is hereby deemed modified so that the
provisions of this clause 8 continue to apply to the Shares held in a
Company in its altered form or to all shares held by the Buyer in the
Company's successor, as the case may be.
8.1.5 Liquidated Damages
(a) Subject to clause (b) below, if the Buyer breaches any of its
obligations to the Seller contained at clauses 8.1.1 through
8.1.4 above, the Buyer will pay to the Seller a penalty
(liquidated damages) of an amount equal to 100% (one hundred
percent) of the amount of the Purchase Price apportioned
(pursuant to clause 2.2 of this Agreement) to that Company with
respect to which there has been a breach of these obligations.
(b) In relation to any breach of clause (a), (i) the Buyer shall be
given a period of 45 (forty five) days to remedy such breach to
the reasonable satisfaction of the Seller, such 45 (forty five)
day period to run from the earlier of (A) the date on which the
Buyer was notified by the Seller of such breach and (B) the date
on which the Buyer knew or should have reasonably known of any
such breach and (ii) in relation to the notification periods set
out in clauses 8.1.2 and 8.1.3 above, any penalty which directly
relates to a delay in notification (but not the actual breach
itself) shall incur a "fine" of EUR 1,000 (one thousand Euro) per
Business Day of delay, which will be the exclusive remedy of the
Seller with respect to such delay in notification.
8.1.6 No Off-Shore Holding Company
Notwithstanding any other provision to the contrary contained in this
clause 8, at no time will any Buyer Share be held through an
affiliate of the Buyer which is an Off-Shore Entity and any Transfer
to any affiliate of the Buyer shall be subject to the condition
precedent that such affiliate is not an Off-Shore Entity. For
purposes of this Agreement, an "Off-Shore Entity" is a business
entity which is organized in a jurisdiction where (a) such entity has
no operations other than the holding or administration of ownership
interests in other business entities and (b) such entity receives
material tax benefits not otherwise available to companies having
operations in such jurisdiction beyond the holding or administration
of ownership interests.
8.1.7 The Buyer agrees to procure that the Companies will not issue any
bearer shares before the end of the Buyer Lock-in Period.
8.2 Social Obligations
8.2.1 Subject to clause 8.2.3, if Completion occurs during the 2004
calendar year, the Buyer will not, and will cause each Company not
to, reduce the amount of Labour-related Expenses of each Company in
each of the financial years ended 31 December 2004, 2005 and 2006
below the amount of Labour-related Expenses that such Company has
incurred during the year ended 31 December 2003 ("2003 Base
Labour-related Expenses"). If Completion occurs during the 2005
calendar year, the Buyer will not, and will cause each Company not
to, reduce the amount of Labour-related Expenses of each Company in
each of the financial years ended 31 December 2005 and 2006 below
the amount of the 2004 Base
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Labour-related Expenses. For the purposes of this clause 8.2, the
"2004 Base Labour-related Expenses" means the 2003 Base
Labour-related Expenses increased by 5% (five percent).
8.2.2 For the purposes of clause 8.2, "Labour-related Expenses" means
(measured pursuant to IFRS) (i) the total costs and expenses for
salaries and other remuneration (not including expense
reimbursements) under employment and service contracts for each of
the Companies' personnel, (ii) employment benefits associated with
such costs and expenses and (iii) costs related to training,
education and maintaining professional qualifications.
8.2.3 For clarification, the above provisions apply even where there have
occurred Ordinary Labour Departures. Accordingly, the Buyer will
cause such Company to apply any savings in Labour-related Expenses
related to Ordinary Labour Departures to (i) employment benefits or
(ii) additional training, education and maintaining or improving
professional qualifications of employees who remain with the Company,
so that the total amount of Labour-related Expenses incurred during a
financial year equals or exceeds the 2003 Base Labour-related
Expenses, or the 2004 Base Labour-related Expenses, as the case may
be, irrespective of an Ordinary Labour Departure having occurred. For
the purposes of this clause, an "Ordinary Labour Departure" means the
termination of an employee's employment with a Company due to (a)
bona fide disciplinary dismissal, (b) regularly scheduled or
voluntary retirement, or (c) such employee's resignation or other
voluntary departure.
8.2.4 For the avoidance of doubt, the Buyer will not be subject to any
social obligation under this Agreement other than those included in
this clause 8.2.
8.2.5 Liquidated Damages
For each financial year with respect to which the Buyer breaches its
obligations pursuant to clause 8.2.1 (and always provided that the
Buyer has not remedied such breach prior to 30 April of the following
year), the Buyer will pay to the Seller a penalty (liquidated
damages) in an amount equal to 150% (one hundred-fifty percent) of
the amount resulting by subtracting (i) the actual Labour-related
Expenses incurred during a financial year with respect to which the
obligation of clause 8.2.1 applies from (ii) the 2003 Labour-related
Expenses or the 2004 Labour-related Expenses, as the case may be.
8.2.6 Until the expiration of the obligations pursuant to clause 8.2.1
above, the Buyer agrees not to change any accounting policies,
practices or estimates as they relate to or affect Labour-related
Expenses without the prior written consent of the Republic.
8.2.7 The parties will act reasonably with regard to the social obligations
under this clause 8.2 where the CPC issues a Conditional CPC Decision
directly impacting the number of persons to be employed by the
Companies.
8.3 Obligations for Assistance
8.3.1 The Buyer agrees to assist the Seller in receiving relevant
information about the performance of the Buyer's obligations under
this Agreement and in making the required inspections of the
Companies and their relevant documentation (including through
ensuring access to the Companies) for the duration of the obligations
of the Buyer assumed under this Agreement in accordance with
Applicable Law. The Seller will notify the Buyer of such inspections
in advance and will maintain information obtained during the course
of such inspections confidential in accordance with Applicable Law.
8.3.2 The Buyer undertakes that, on or before 30 June of each calendar year
and at its expense, it will submit to the Post-Privatisation Control
Agency a written report (in the Bulgarian language) confirming in
detail its performance of and compliance with the obligations assumed
by it under this clause 8.
8.3.3 If the Buyer breaches its obligations pursuant to clauses 8.3.1 or
8.3.2 and the Buyer fails to remedy such breach within 30 (thirty)
days of receipt of a written notice from the Post-Privatisation
Control Agency, the Buyer will pay to the Seller a penalty
(liquidated damages) in an amount equal to EUR 1,000 (one thousand
Euro) for each instance of non-compliance. In addition, (a) with
respect to any breach of clause 8.3.1 that occurs more than once in a
given financial year (and the Buyer fails to remedy the breach as set
out above) or (b) if the Buyer does not amend, supplement or correct
a report pursuant to a written request acting in accordance with
Applicable Law by and to the satisfaction of the
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Post-Privatisation Control Agency, the Buyer will pay to the Seller a
penalty (liquidated damages) in an additional amount equal to EUR
10,000 (ten thousand Euro) for each instance of non-compliance.
8.3.4 The Buyer undertakes not to suspend the provision of any services,
which the Companies are obliged to provide in accordance with their
licences issued by the SERC pursuant to the Energy Act.
9 Seller's Post-Completion Covenants
9.1 Certain Restrictions as to Transfers of Shares held by Republic
9.1.1 The Seller agrees that, during the period beginning at Completion and
ending on 31 December 2008 (the "Seller Lock-in Period"), it will not
Transfer any of the Remaining Seller Shares without having first
obtained the written consent of the Buyer. For the purposes of this
clause 9.1.1, the Buyer will be deemed to have given its consent if
the Seller, will have submitted a written request to the Buyer
requesting its consent to a particular course of action and the Buyer
has not provided any instruction to such request by the expiry of the
30th (thirtieth) Business Day after the date of receipt by the Buyer
of the original request, provided that the Buyer will have received a
repeat request no later than 10 (ten) Business Days prior to the
expiry of such period. Any such requests shall comply with the notice
provisions of clause 16.7 hereof.
9.1.2 During the Seller Lock-in Period, the provisions of clauses 9.2, 9.3
and 9.4 shall be subject to the provisions of clause 9.1.1.
9.2 Right of First Refusal
9.2.1 The parties acknowledge that Applicable Law presently in effect does
not permit the Seller to grant the Buyer any right of first offer or
right of first refusal to purchase any of the Remaining Seller
Shares. Accordingly, the provisions contained in this clause, as well
as the provisions of clauses 9.3 and 9.4, will be given effect only
if the Applicable Law is changed so as to allow the applicability of
such clauses.
9.2.2 If the Seller desires to Transfer all or any portion of its Remaining
Seller Shares to a person other than to the Buyer, it will obtain
from such third party purchaser ("Third Party Purchaser") a bona fide
written offer to purchase such Remaining Seller Share, stating the
terms and conditions upon which the purchase is to be made and the
consideration offered therefore ("Third Party Offer"), accompanied by
a copy of the Third Party Offer. The Seller will deliver the Third
Party Offer to the Buyer (a "Notice of Sale").
9.2.3 The Buyer will have the right ("Buy Right") to purchase all, but not
less than all, of the Remaining Seller Shares subject to the Third
Party Offer. The Buy Right may be exercised by the Buyer by giving
written notification ("Buy Notice") to the Seller within 30 (thirty)
days after receiving the Notice of Sale ("Refusal Period"). If the
Buyer does not provide a Buy Notice within the Refusal Period, the
Seller will be entitled to consummate the sale upon terms no less
favourable than are set forth in the Third Party Offer. If the Buyer
provides a Buy Notice within the Refusal Period, the Buyer will
designate a reasonable time, date and place (to be within Bulgaria)
of closing of such sale, provided that the date of closing will be
within 30 (thirty) days after the receipt of the Buy Notice. At the
closing, the Buyer will purchase, and the Seller will sell, the
Remaining Seller Shares subject to the Third Party Offer for an
amount equal to the purchase price contained in the Third Party Offer
and in accordance with such other terms and conditions as are set
forth in the Third Party Offer.
9.2.4 The provisions contained in this clause 9.2 will be effective for so
long as the Buyer or a Majority-owned Buyer Affiliate individually or
together own at least 50% (fifty percent) plus one of the Shares of a
relevant Company and will expire on 31 December 2009.
9.3 The sale of any Remaining Seller Shares made pursuant to clause 9.2
will be made at a price per Share at least equal to the price per
Share paid by the Buyer for such Company pursuant to clause 2.2
(subject to adjustments due to reorganisations and similar
restructurings of the share capital of a Company).
9.4 The provisions contained in clause 9.2 will not be given effect if the
Seller decides to conduct a public offering for any of the Remaining
Seller Shares. In the event the Seller intends to conduct a public
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offering for the Remaining Seller Shares, the Seller agrees to provide
the Buyer written notice of such intent (a "Public Offer Notice"). The
Buyer may, within 30 (thirty) days after its receipt of the Public
Offer Notice, make a firm and binding offer to purchase the Remaining
Seller Shares, which offer will set forth the purchase price as well
as other conditions of such purchase and sale. The Seller will then
decide, within 30 (thirty) days, whether to accept the Buyer's offer
to acquire the Remaining Seller Shares but shall not be under any
obligation to accept such offer. During the period beginning on the
date of the Public Offer Notice and ending on the date on which the
Seller communicates its written acceptance or rejection of the Buyer's
offer, the Seller will not sell the Remaining Seller Shares to any
third party and will not conduct such a public offering. The
provisions contained in this clause 9.4 will be effective for so long
as the Buyer owns at least 50% (fifty percent) plus one of the Shares
of any relevant Company and will expire on 31 December 2009.
10 Indemnification by Seller
10.1 General Indemnification
Except as is provided for in clauses 10.2 and 10.3:
10.1.1 all Buyer Indemnifiable Seller Warranties (defined below) and the
indemnification provided for at clause 10.1.2 will survive Completion
and will expire on the Seller Indemnity Termination Date except that
(i) the indemnification provided for at clause 10.1.2 as it relates
to breaches of the Seller Warranty contained at clause 12.2.10
expires at the end of the period required for the respective Company
to acquire title by acquisitive prescription over the asset subject
to the dispute underlying such Buyer Claim, but in any event no later
than 31 May 2010, and (ii) the indemnification provided for at clause
10.1.3 will expire on the third anniversary of the Completion Date.
10.1.2 the Seller will indemnify the Buyer against any Indemnification
Damages incurred by the Buyer arising from or in connection with any
misrepresentation of any Seller Warranty except the Seller Warranties
in clauses 12.2.1, 12.2.2, 12.2.3 and 12.2.11 (together the "Buyer
Indemnifiable Seller Warranties"); and
10.1.3 (a) the Seller will indemnify the Buyer against any Indemnification
Damages incurred by the Buyer arising from or in connection with any
Successful repayment claim of a customer of any Company against the
latter claiming the return of any amount paid by such customer to
such Company under one or more bills for electricity consumed by such
customer and supplied to such customer by the Company where the legal
basis for such claim is the revocation of any of the increases of the
tariffs for electricity for customers of the Companies made pursuant
to any SERC decision and applicable to any time period ending on
Completion or at the end of the current regulatory period whichever
is the first to occur. For the purposes of this clause 10.1.3,
"Successful" shall mean a claim (i) which has been honoured by a
final judgment of a court of competent jurisdiction, and (ii) which
is not subject to any further appeals or challenges whatsoever. The
Buyer undertakes to procure that the Companies shall reasonably and
diligently defend themselves against any claims referred to above.
The amount of any Indemnification Damages owing to the Buyer under
this clause 10.1.3 shall accordingly be reduced to take into account
any amounts the payment of which the Company could have avoided if
the Buyer complied with its obligation under the immediately
preceding sentence hereof.
(b) the Buyer agrees that it will not directly or indirectly support,
promote, elicit or solicit claims by customers referred to herein so
as to be indemnified pursuant to this clause 10.1.3.
10.2 Indemnification for Seller Title Warranties
10.2.1 The Seller Warranties made in clauses 12.2.1 to 12.2.3 (inclusive)
(the "Seller Title Warranties") and the indemnification provided for
at clause 10.2.2 will survive Completion and will expire on the third
anniversary of the Completion Date.
10.2.2 The Seller will indemnify the Buyer against any Indemnification
Damages arising from or in connection with any misrepresentation of
any Seller Title Warranty.
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10.3 Indemnification for Seller Tax Warranty
10.3.1 The Seller Warranty made in clause 12.2.11 (the "Seller Tax
Warranty") and the indemnification provided for at clause 10.3.2 will
survive Completion and will expire on 31 December of the fifth year
after the year during which Completion occurs (the "Tax Indemnity
Expiration Date"); provided, however, that if a Tax Authority has
initiated against a Company proceedings related to Tax before the Tax
Indemnity Expiration Date, the indemnification provided for at clause
10.3.2 with respect to a Buyer Claim against the Seller relating to
such proceedings will survive until the date 2 (two) months after the
final settlement of such proceeding.
10.3.2 The Seller will indemnify the Buyer from and against any
Indemnification Damages arising from or in connection with the
following:
(a) any misrepresentation of the Seller Tax Warranty; and
(b) (i) all Taxes arising or occurring for the period beginning on
the date of incorporation of such Company and ending on the
Completion Date, which Taxes, (A) with respect to the financial
years ending prior to or on 31 December 2003, have not been paid
or accrued for in the 31 December 2003 Balance Sheet or (B) with
respect to financial periods beginning on 1 January 2004, are
unpaid when due or have not been accrued for by such Company in
accordance with Applicable Law related to Taxation in effect for
such periods; and (ii) any loss of a right to a repayment of
Taxation arising from the method of submitting Taxation returns
before Completion, the failure to file timely and accurate Tax
returns becoming due before Completion, in each case of (i) and
(ii) above as a result of any transaction, occurrence and/or
treatment for Tax purposes arising or occurring on or before
Completion;
provided always, however, that the foregoing indemnity shall not apply
to, and the Seller shall not be liable for Indemnification Damages
with respect to, Taxes incurred by the Buyer which result from the
Seller's payment to the Buyer of Indemnification Damages pursuant to
this Agreement.
10.4 The Seller will not be liable for a Buyer Claim (as defined below)
unless the Buyer has given the Seller notice (a "Buyer Claim Notice")
of that claim, stating in reasonable detail the nature of the Buyer
Claim and the amount of the Buyer Claim on or before the applicable
indemnification termination date as provided for in clauses 10.1.1,
10.2.1 and 10.3.1 above, respectively. The Seller shall not be
obligated to indemnify with respect to any Buyer Claim if the Buyer
shall have specifically waived in writing any inaccuracy regarding the
underlying Seller Warranty or has waived in writing the specific
Condition Precedent regarding such inaccuracy of such Seller Warranty.
10.5 Exclusive Remedy; Limitations
10.5.1 The indemnities provided for in clauses 10.1.2, 10.1.3, 10.2.2 and
10.3.2 constitute the Buyer's sole and exclusive remedy against the
Seller for any misrepresentation of any Seller Warranty with respect
to which such indemnification is made and with respect to any other
obligation of the Seller arising pursuant to or in relation with this
Agreement in connection with any Seller Warranty.
10.5.2 Subject to the following sentence, the Seller will only be liable
with respect to any claim by the Buyer for Indemnification Damages
(each a "Buyer Claim") (i) if such Buyer Claim exceeds EUR 50,000
(fifty thousand Euro) or (ii) if such Buyer Claim is less than EUR
50,000 (fifty thousand Euro), but such Buyer Claim exceeds EUR 25,000
(twenty five thousand Euro) ("Small Buyer Claim") and the aggregate
of all Small Buyer Claims taken together exceeds EUR 250,000 (two
hundred and fifty thousand Euro), in which case the Seller will be
liable for the aggregate amount of Small Buyer Claims.
Notwithstanding the foregoing, (a) the Seller will only be liable
with respect to any Buyer Claim made relating to the warranties made
pursuant to clauses 12.2.17, 12.2.18 and 12.2.19 if such Buyer Claim
exceeds EUR 150,000 (one hundred and fifty thousand Euro), (b) the
limitations and amount contained in the first sentence of this clause
do not apply with respect to Buyer Claims relating to the Seller Tax
Warranty and the indemnity contained at clause 10.3.2 and (c) the
Seller will only be liable with respect to any Buyer Claim made
relating to the warranty made pursuant to clause 12.2.13 if such
Buyer Claim exceeds EUR 5,000,000 (five million Euro).
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10.5.3 The Seller's total liability with respect to all Buyer Claims made
with respect to the indemnity provided for at clauses 10.1.2 is
limited to the Retention Amount.
10.5.4 The Seller's total liability with respect to all Buyer Claims made
with respect to the indemnities provided at clauses 10.1.3, 10.2.2
and 10.3.2 shall be limited to an amount equal to the Purchase Price,
less any amounts paid to the Buyer in connection with the indemnities
provided for at clause 10.1.2 or otherwise in connection with any
breaches of this Agreement by the Seller.
10.5.5 The Seller will not be liable for Indemnification Damages with
respect to a Buyer Claim to the extent that the matter giving rise to
the claim:
(a) would not have arisen or occurred but for an act, omission or
transaction on the part of the Buyer or the relevant Company or
any of its respective directors, employees or agents after
Completion otherwise than (i) as required by Applicable Law, (ii)
pursuant to a legally binding commitment of the relevant Company
created on or before Completion and (iii) otherwise than in the
ordinary course of business as carried on immediately before
Completion;
(b) results exclusively from (i) a change in the accounting or
taxation policies, practices or estimates of the Buyer or any
Company (including the method of submitting taxation returns
after Completion) introduced or having effect after Completion or
(ii) the failure to file timely and accurate Tax returns becoming
due after Completion or (iii) the failure to pay any Taxes
becoming due after Completion;
(c) is an amount (i) for which the Buyer or any Company has a right
of recovery against or indemnity from any person other than the
Seller (which right of recovery as well as all appeals the Buyer
first has to exhaust), including under the terms of any insurance
policy; provided, however, that where there is an outstanding
claim against a third party (including an insurance company) that
is unresolved and unpaid prior to the expiration of the
applicable indemnification period, such limitation period will be
extended pending final determination of such claim; or (ii) for
which the Buyer or any Company would have had such a right but
for (A) a change in the terms of or cancellation of its insurance
cover after Completion or (B) any act or omission of the Buyer or
any Company after Completion which results in such right being
diminished or extinguished;
(d) arises as a consequence of any act or omission under the terms of
this Agreement, by reason or in consequence of the execution and
performance of this Agreement, or at the request of the Buyer or
member of the Buyer's group of companies (including, following
Completion, any Company);
(e) was taken into account in calculating an allowance, provision or
reserve in the Financial Statements or which was specifically
referred to and quantified in the notes to the Financial
Statements;
(f) arises in consequence of an assessment, audit or other imposition
of Tax by a Tax Authority, with respect to which the Buyer and
the Company have not exhausted all possibilities of appeal,
except that the foregoing limitation will not apply if the
procedure contained in the remainder of this clause is followed.
Accordingly, if the Company has received an assessment for any
Tax prior to the expiration of the indemnity provided for at
clause 10.3.2, the Buyer will reserve its right to bring a claim
against the Seller hereunder by providing written notice thereof.
Once Tax becomes due, and as the Company actually makes payment
to the Tax Authority, the Seller will pay to the Buyer an amount
equal to its Indemnification Damages. In addition and as a
condition precedent to the indemnification provided for herein,
the Buyer will cause such Company to appeal any final assessment
of Tax unless the Seller waives this requirement; furthermore,
any amounts of Tax paid that are returned to the Company or that
are offset against a Company's Tax liability will be returned to
the Seller forthwith.
10.5.6 Notwithstanding any other provision contained in this Agreement
to the contrary, the Buyer agrees that, with respect to any
matter which may give rise to a liability under this Agreement
including a Buyer Claim, (a) the Seller will not meet any
liability more than once and (b) the Seller's aggregate
liability hereunder shall be limited to the Purchase Price.
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10.5.7 The Buyer agrees to use reasonable efforts for each Company to apply
to the Ministry of Finance to commence an audit with respect to Taxes
within 1 (one) year after Completion.
10.5.8 Notwithstanding any other provision contained herein to the contrary,
the Seller's liability for breach of the Seller's Warranty in clause
12.2.19 shall be only for Indemnification Damages with respect to
which the Buyer obtains no indemnification pursuant to the PEA
Regulation as amended from time to time.
10.6 Third Party Claims
The Buyer will notify the Seller of the initiation of any Third Party
Proceedings and will provide to the Seller such assistance as is
necessary for the Seller to take part in any Third Party Proceedings
as an interested party or otherwise pursuant to the procedural and
substantive law applicable to the particular Third Party Proceedings.
10.7 Procedure for Indemnification
10.7.1 Subject always to the limitations and exclusions provided for at
clause 10.5, if the Buyer desires to make a Buyer Claim, the Buyer
will deliver the Buyer Claim Notice to the Seller on or before the
applicable indemnification termination date as provided for in
clauses 10.1.1, 10.2.1 and 10.3.1 above, respectively, and the
Seller's obligation to indemnify the Buyer with respect to a timely
Buyer Claim will survive until such time as such Buyer Claim is
finally resolved and, if applicable, payment has been made to the
Buyer pursuant to the terms of this Agreement. The Buyer shall be
entitled to withdraw and/or reissue Buyer Claim Notices in accordance
with clause 7.1 of the Escrow Agreement.
10.7.2 Upon receipt by the Seller of the Buyer Claim Notice and subject
always to the limitations and exclusions provided for at clause 10.5,
the Parties will agree within 45 (forty five) Business Days (or such
other period of time as the Buyer and the Seller may agree) as to
whether the Buyer Claim is proper (in which case a "Buyer Claim
Event" has occurred) and, if so, the amount to be paid by the Seller
or deducted from the Escrow Account (a "Buyer Claim Amount"), as the
case may be.
10.7.3 If the Parties agree on the Buyer Claim Amount, then:
(a) If the Escrow Account is in operation and in funds, the Buyer and
the Seller will send a joint notification (the form of which is
attached to the Escrow Account Agreement) to the Escrow Agent; or
(b) If (i) the Buyer elects not to utilise the Escrow Account (with
respect to a Buyer Claim which is not a Buyer Indemnifiable
Seller Warranty) or (ii) if the Escrow Account is not in
operation or (iii) to the extent the Escrow Account is not in
sufficient funds to satisfy a Buyer Claim Amount (or any part
thereof), the Seller shall pay to the Buyer such amount or such
portion of the amount with respect to which the Escrow Account
does not have funds sufficient to satisfy a Buyer Claim Amount.
10.7.4 If the Parties are unable to agree whether the Buyer's Claim is
proper or on the Buyer Claim Amount within the time period described
in clause 10.7.1, the Buyer will be entitled to initiate arbitration
proceedings pursuant to clause 15.
10.8 Escrow Account Matters
10.8.1 Where any payment is made to the Buyer out of the Escrow Account as
provided in this clause, the Buyer will at the same time be entitled
to a corresponding proportion of the interest accrued on the Escrow
Account. Otherwise, all interest accrued on the Escrow Account will
be payable to the Seller (by payment to the Seller's Account) on the
Seller Indemnity Termination Date.
10.8.2 Unless clause 10.8.3 applies, any amount standing to the credit of
the Escrow Account (including all interest accrued thereon) on the
Seller Indemnity Termination Date will be paid to the Seller.
10.8.3 If the Buyer has delivered a Buyer Claim Notice to the Seller with
respect to a Buyer Claim which has not been finally determined,
settled or withdrawn on or before the Seller Indemnity Termination
Date
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and there is an amount standing to the credit of the Escrow Account
on the Seller Indemnity Termination Date, then, at the Seller's
option, and the Seller agrees to notify the Buyer of which option it
chooses to exercise at the latest upon Completion (and provided that
the Seller will have the right to choose (b) below, only after the
Seller has delivered to the Buyer a copy of the relevant decision of
the Council of Ministers enabling it to fulfil its obligations
thereunder):
EITHER
(a) an amount equal to the amount of Indemnification Damages
contained in the Buyer Claim Notice up to the amount then
standing to the credit of the Escrow Account will be paid to the
Buyer. Within 5 (five) days after the Buyer Claim is finally
determined, settled or withdrawn, the Buyer will pay to the
Seller an amount equal to (a) the difference between the amount
paid to the Buyer under this clause and the amount owed by the
Companies to third parties if smaller, in respect of the relevant
Buyer Claim made by it or (b) the amount paid to the Companies by
third parties in respect of the relevant Buyer Claim up to the
amount paid to the Buyer pursuant to this clause as applicable;
in both cases pursuant to the final determination, settlement or
withdrawal, if any, of the said claims. The Buyer agrees to
procure that the Companies shall pursue such remedies and such
appeals as are necessary to mitigate the amount of
Indemnification Damages payable by the Seller unless the Seller
waives in writing such pursuit of a remedy or appeal;
OR
(b) an amount equal to the amount of Indemnification Damages
contained in the Buyer Claim Notice will remain in the Escrow
Account (or if the amount standing to the credit of the Escrow
Account is less than the amount of such claim, then the full
amount standing to the credit of the Escrow Account) until the
Buyer Claim is finally determined, settled or withdrawn. Unless
the Seller (i) agrees with the Buyer Claim or (ii) does not agree
with the Buyer Claim and initiates arbitration proceedings in
relation to such Buyer Claim, the Seller shall be obliged to
issue a notice pursuant to clause 7.1 of the Escrow Agreement.
Once such Buyer Claim or dispute has been determined, settled or
withdrawn, and has been satisfied from the Escrow Account, any
then remaining amount in the Escrow Account will be paid to the
Seller's Account.
10.8.4 The Seller and the Buyer undertake to give prompt written
instructions with regard to the Escrow Account where necessary or
desirable in order to give proper effect to the provisions of this
Agreement and the Escrow Agreement. Any such instructions given by
the Buyer will also be given to the Seller and any such instructions
given by the Seller will also be given to the Buyer.
10.9 Calculation of Aggregate Net Worth
10.9.1 Whether the Seller Warranty contained at clause 12.2.13 is correct
and whether the Buyer is entitled to indemnity provided for at clause
10.1.2 as it relates to the warranty contained at clause 12.2.13
shall be determined exclusively pursuant to the remainder of this
clause.
(a) After Completion, the Buyer and the Seller will jointly cause
each Company to prepare a statement (each a "Net Worth
Statement") of Net Worth (defined below) of each Company as of
Completion ("Completion Date Net Worth"). Each Net Worth
Statement shall be prepared in accordance with IFRS and in a
manner consistent with the accounting policies, assumptions,
valuation methods and estimates used by the Company in connection
with the preparation of the 2003 Balance Sheet, subject to
clauses (b) and (c) below. For the purposes of this clause, the
term "Net Worth" means a Company's total assets less its total
liabilities, determined in accordance with IFRS and in a manner
consistent with the accounting policies, assumptions, valuation
methods and estimates used by such Company in connection with the
preparation of the 2003 Balance Sheet; the term "Aggregate
Completion Date Net Worth" means the sum of the Completion Date
Net Worth for all 3 (three) Companies, and the term "Aggregate
2003 B/S Date Net Worth" means the sum of the Net Worth of all 3
(three) Companies as reflected in the 2003 Balance Sheets, and
the term "Agreement Net Worth" is the Aggregate Completion Date
Net Worth as adjusted pursuant to clauses (b) and (c) below.
(b) The parties agree that (i) fixed assets for the purposes of the
Completion Date Net Worth shall be calculated using the
revaluation undertaken for preparation of the 2003 Balance Sheet
as
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reflected in the 2003 balance sheet of each Company, with no new
valuation of fixed assets being performed for purposes of the
Completion Date Net Worth determination, (ii) dividends
determined and/or paid in accordance with clause 2.4 will be
added back in the calculation of Completion Date Net Worth and
(iii) any liability of a Company that is accrued for in the Net
Worth Statements of each of the Companies pursuant to IFRS will
not reduce a Company's Completion Date Net Worth if such
liability would give the Buyer the right to claim indemnification
as such indemnification relates to clauses pursuant to clauses
10.1.2, 10.1.3 and 10.3.2.
(c) If Completion occurs before the end of 2004, the Aggregate 2003
B/S Date Net Worth will be adjusted downwards, with regard to the
aggregate audited net income for the year 2003, by the percentage
obtained by taking the number of uncompleted months left in 2004
(including the month in which Completion occurs) and dividing it
by 12 (twelve). By way of example, if Completion occurs in
November 2004, the percentage is obtained by taking 2 (two)
uncompleted months and dividing by 12 (twelve).
(d) Within 30 (thirty) days after the Completion Date, the Buyer and
the Seller shall jointly engage either KPMG or
PricewaterhouseCoopers (the "Net Worth Auditor") pursuant to the
Net Worth Auditor's standard engagement letter to review the Net
Worth Statements on the basis of clause 10.9.1(a),(b) and (c) and
in accordance with the procedures attached hereto as Schedule
10.9. The fees, costs and expenses of the Net Worth Auditor shall
be borne by the Buyer.
(e) Within 45 (forty five) days after the Completion Date, the Buyer
and the Seller shall cause each Company to deliver its Net Worth
Statement to the Net Worth Auditor, with a copy to the Seller and
the Buyer. The Buyer will procure that the Net Worth Auditor will
have full access to the Companies' premises and will be able to
make such inquiries of the Companies and their respective
accountants and management so as to be able to perform such
review. The Net Worth Auditor shall complete its review of the
Net Worth Statements within 30 (thirty) days after the delivery
of the Net Worth Statements. In its report, the Net Worth Auditor
shall set forth the Aggregate 2003 B/S Date Net Worth, the
Completion Date Net Worth for each Company, the Aggregate
Completion Date Net Worth and the Agreement Net Worth. In its
report, the Net Worth Auditor shall also set forth the amount by
which the Agreement Net Worth exceeds or is less than the
Aggregate 2003 B/S Date Net Worth. The determination by the Net
Worth Auditor of the Agreement Net Worth shall be final and
binding upon the Seller and the Buyer.
10.10 Any payments received by the Buyer from the Seller or from the
Escrow Account pursuant to the terms of this Agreement, as
applicable, shall be deemed compensation for the lost value of the
Buyer's investment in the Companies as a result of substantiated
liabilities.
11 Indemnification by Buyer
11.1 Survival
The indemnification provided for by the Buyer in this clause will
survive Completion and will expire at the end of the Buyer Lock-in
Period. The Buyer will not be liable for a Seller Claim (defined
below) unless the Seller has given the Buyer and the Guarantee Bank
notice of its claim, stating in reasonable detail the nature of the
Seller Claim and the amount of the Seller Claim before the end of the
Buyer Lock-in Period (a "Seller Claim Notice").
11.2 Indemnification
11.2.1 The Buyer will indemnify the Seller against any damages (not
including lost profits but including costs of investigation and
defence and reasonable attorneys' fees) (together "Seller Damages"),
arising from or in connection with:
(a) any misrepresentation of any Buyer Warranty; or
(b) any breach of the Buyer's obligations arising under clause 8.
provided always that the Buyer's liability therefor is not limited by
the Guarantee Amount.
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11.3 Limitations
11.3.1 The Buyer will only be liable with respect to any claim by the Seller
(each a "Seller Claim") for Seller Damages under this clause 11 if
such Seller Claim exceeds EUR 100,000 (one hundred thousand Euro);
provided, however, that the foregoing does not apply to provisions of
this Agreement pursuant to which the Buyer is required to pay
liquidated damages to the Seller.
11.3.2 The Seller agrees that, with respect to any matter which may give
rise to a liability under this Agreement including a Seller Claim,
but except where the Buyer is required to pay liquidated damages to
the Seller, the Buyer will not meet any liability more than once.
11.4 Procedure for Indemnification
11.4.1 If the Seller desires to make a Seller Claim against the Buyer, the
Seller will deliver the Seller Claim Notice to the Buyer. Upon
receipt by the Buyer of the Seller Claim Notice, the Parties will
agree within 45 (forty five) Business Days (or such other period of
time as the Buyer and the Seller may agree) as to whether the
Seller's Claim is proper (in which case a "Seller Claim Event" has
occurred) and, if so, the appropriate amount to be paid by the Buyer
(a "Seller Claim Amount"). If the Parties agree on the Seller Claim
Amount, the Buyer will pay the Seller Claim Amount to the Seller
within 5 (five) Business Days. If the Buyer does not pay such amount
to the Seller within 5 (five) Business Days, the Seller will send a
notification to the Guarantee Bank ("Seller Claim Notice") in the
form contained in Schedule 11.4.1 and the terms of the Bank Guarantee
will provide that the Guarantee Bank is to pay to the Seller the
Seller Claim Amount upon receipt of such notification and written
confirmation. If a Seller Claim Amount is higher than the amount
available under the Bank Guarantee, the Seller will be entitled to
pursue such other remedies against the Buyer as it deems just and
proper to recover such difference.
11.4.2 If the Parties are unable to agree whether the Seller's Claim is
proper or on the Seller Claim Amount within the time period described
in clause 11.4.1, the Seller will be entitled to initiate arbitration
proceedings pursuant to clause 15.
11.5 Payments from Bank Guarantee
11.5.1 If the Seller has delivered the Seller Claim Notice to the Buyer and
the Guarantee Bank of a Seller Claim which has not been finally
determined, settled or withdrawn on or before the end of the Buyer
Lock-in Period, the Bank Guarantee will remain in place unaffected
until the Buyer Claim is finally determined, settled or withdrawn.
Once such Seller Claim or dispute has been determined, settled or
withdrawn, and once all or the portion up to the then available
Guarantee Amount has been satisfied from the Bank Guarantee, the Bank
Guarantee will terminate.
11.6 The Seller and the Buyer undertake to give prompt written instructions
with regard to the Bank Guarantee where necessary or desirable in
order to give proper effect to the provisions of this Agreement and
the Bank Guarantee. Any such instructions given by the Seller will
also be given to the Buyer and any such instructions given by the
Buyer will also be given to the Seller.
12 Warranties of the Seller
12.1 The Seller hereby warrants to the Buyer that each of the statements
contained in clause 12.2 is true, complete and accurate as of the
Signing Date and will continue to be true, complete, and accurate as
of the Completion Date.
12.2 The Seller warrants as follows:
12.2.1 Organisation and Capitalisation
(a) Each Company is a joint stock company duly organised and validly
existing under the laws of the Republic of Bulgaria.
(b) The registered share capital of each Company is set forth in
Schedule 12.2.1.
(c) The Shares have been duly issued.
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(d) There are no options, warrants or other rights to purchase,
agreements or other obligations to issue, or rights to convert
any obligations into or exchange any securities for Shares or
other securities of the Company.
(e) Upon the transfer of the Temporary Share Certificates pursuant to
this Agreement, the Buyer will hold 67% (sixty seven percent) of
the voting Shares of each Company.
(f) The endorsement and delivery to the Buyer of the Temporary Share
Certificates pursuant to this Agreement will transfer to the
Buyer the good and valid title to all of the Sale Shares, free
and clear of all Encumbrances.
12.2.2 Authority; No Conflict
(a) This Agreement has been duly authorised, executed and delivered
by the Seller and constitutes a legal, valid and binding
obligation of the Seller enforceable against the Seller in
accordance with its terms. Pursuant to the Tender Regulations,
the Seller has the authority and capacity to execute and deliver
this Agreement and to perform its obligations hereunder.
(b) The execution, delivery and performance of this Agreement by the
Seller will not (i) conflict with Applicable Law or (ii) violate
any judicial or administrative decision to which the Seller is a
party or by which it is bound.
(c) The terms and conditions of the Transaction Documents do not
conflict with any provision of Applicable Law or with the Tender
Regulations.
12.2.3 This Agreement and the actions taken by the Seller in furtherance of
this Agreement are commercial or civil rather than public or
governmental acts and the Seller is not entitled to claim immunity
from legal proceedings or liability with respect to itself on the
grounds of state sovereignty or otherwise under any law or in any
jurisdiction where an action may be brought for the enforcement of
any of the obligations arising under or relating to this Agreement.
12.2.4 Financial Statements
(a) The Seller has delivered to the Buyer the Financial Statements.
(b) The Financial Statements give a true and fair view of the
financial position and results of operations and cash flows of
each Company to which they apply as of the respective dates of
and for the periods referred to in such Financial Statements, all
in accordance with the IFRS.
(c) The Financial Statements fully disclose all material financial
commitments of the Company in existence as of their respective
dates of preparation to the extent required by IFRS.
(d) The statutory books and books of accounts of the Company are
up-to-date and have been properly prepared and maintained in
accordance with Applicable Law.
12.2.5 Insolvency
(a) No Company has been liquidated or entered into (or taken steps to
enter into) liquidation, administration or administrative
receivership.
(b) No Company is insolvent or unable to pay its debts as they become
due.
12.2.6 No resolution was adopted by any of the Companies to issue new
shares, bonds, convertible bonds or similar instruments. There are no
options, warrants, or instruments convertible into shares of any of
the Companies or other agreements applicable to each Company relating
to the existing shares of each Company or for the issuance of any
additional shares.
12.2.7 Except as listed in Schedule 12.2.7, none of the Companies has any
subsidiaries and owns no shares or other ownership interests in any
other entity.
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12.2.8 Except as is listed at Schedule 12.2.8, as of signing, no litigation
or arbitral proceedings alleging a claim in excess of EUR 100,000
(one hundred thousand Euro) have been brought against any Company,
whether civil, administrative or criminal in nature, in, before or by
any court, arbitrator or Governmental Entity.
12.2.9 Assuming the issue of the licences listed at Schedule 12.2.9, the
Companies possess all permits, approvals and licences materially
required to carry out their business and operations, and each Company
is in compliance in all material respects with such licences,
approvals and permits.
12.2.10 (a) (i) Neither NEK nor any of the other EDCs has or will have a
Successful claim against any Company with respect to title or other
property rights to real estate assets which pursuant to the
Settlement Agreement are confirmed to be owned by such Company (a
"Real Estate Claim") and (ii) except as disclosed in Schedule
12.2.10(a), no third party has or will have a Successful Real Estate
Claim against a Company with respect to any real estate asset
confirmed in the Settlement Agreement to be owned by such Company.
For the purposes of this clause 12.2.10, "Successful" shall mean a
claim (i) which has been honoured by a final judgement of a court of
competent jurisdiction, (ii) which is not subject to any further
appeals or challenges whatsoever, and (iii) with respect to which the
Company has reasonably and diligently defended itself.
(b) Each Company owns, free of any encumbrances (except as disclosed
to the Buyer prior to the Signing Date, such disclosure to be
extracts from the various public registers dated no older than 5
(five) Business Days prior to the Signing Date), or has a valid right
to use (i) the real estate assets that are recorded in its 2003
Financial Statements as owned by or subject to the right of use by
such Company with the exception of those real estate assets that have
been disposed of after 31 December 2003, and (ii) the tangible fixed
assets that form part of the electricity distribution network of such
Company. For the purposes of this clause 12.2.10(b), "encumbrance"
shall mean any mortgage, pledge or other security interest. For the
avoidance of doubt, the term "valid right to use" shall mean either
property right to use or a contractual right to be used or a right to
use in accordance with Applicable Law. The warranty pursuant to this
clause 12.2.10(b) shall not apply to the assets with respect to which
the warranty pursuant to clause 12.2.10(a) above applies.
12.2.11 Each Company (i) has filed all Tax-related returns, notices,
declarations, registrations and any other necessary information
related to Tax required to be filed with the Tax Authorities pursuant
to Applicable Law on a timely basis as from the date of such
Company's incorporation and such returns, notices, declarations and
information were when given and are now accurate in all material
respects, (ii) has paid all Taxes required to be paid in accordance
with Applicable Law prior to Completion and (iii) has properly
withheld, accounted for and paid over to the relevant Tax Authority
all Tax required to be so withheld from payments made to third
parties (including employees) in accordance with Applicable Law.
12.2.12 The Seller has incurred no obligation for brokerage or finders' fees
or agents' commissions or other similar payments in connection with
this Agreement that would impose a liability on (a) the Buyer or (b)
any Company.
12.2.13 The Companies have an Agreement Net Worth as of the Completion Date
that is at least equal to the Aggregate 2003 B/S Date Net Worth, both
of which shall have been determined and adjusted in accordance with
clause 10.9, which determination shall be final and conclusive with
respect to the Seller Warranty contained in this clause being
correct. Notwithstanding anything to the contrary contained herein,
the Seller Warranty contained in this clause is given only as of the
Completion Date.
12.2.14 No proceedings are being conducted before any court or Governmental
Entity the purpose of which is to challenge the Seller's authority to
enter into or perform its obligations under this Agreement.
12.2.15 The Companies have conducted, in all material respects, their
respective business in accordance with Applicable Law.
12.2.16 The Buyer has been provided with true and complete copies of the SERC
2004 Filings and, if already filed as of the date hereof, the SERC
2005 Filings.
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12.2.17 All material intellectual property (whether registered or not) and
all pending applications therefor which is being used in connection
with the business of each Company is legally owned by such Company or
is lawfully used with the consent of the owner pursuant to a license
or otherwise.
12.2.18 All material information technology and related systems used in
connection with the business of each Company is legally owned by such
Company or is lawfully used with the consent of the owner pursuant to
a license or otherwise.
12.2.19 Each Company has complied and is complying in all material respects
with (a) Applicable Law as in effect prior to or as of the Completion
Date of any competent Governmental Entity which protects or relates
to the protection of the environment (including the production,
emission, storage, transportation, treatment, recycling or disposal
of any waste or any noxious, offensive or hazardous substance) and
(b) all legally binding requests or demands from any Governmental
Entity charged with overseeing or enforcing Applicable Law related to
the environment. The Seller further warrants that there is no
outstanding environmental liability (based on Applicable Law as in
effect prior to or as of the Completion Date) with respect to a
Company's real property as of the date hereof.
13 Warranties of the Buyer
13.1 The Buyer hereby warrants to the Seller that each of the statements
contained in this clause is true, complete and accurate as of the
Signing Date and will continue to be true, complete, and accurate as
of the Completion Date.
13.2 The Buyer declares that, except as specifically provided for in this
Agreement, no representations or warranties of any kind with respect
thereto have been made to the Buyer by the Seller, the Minister,
Company personnel, the managing directors or the members of the Board
of Directors of each of the Companies or by anyone else on behalf of
the Seller, the Minister or each Company in connection with this
Agreement or any of the transactions contemplated hereby. The Buyer
(acting for itself, and all of its representatives and advisers)
expressly confirms to the Seller, the Minister, all of the
representatives and advisers of the foregoing, that it has not relied
upon the Information Memoranda circulated to it by the Privatisation
Agency as a basis on which to enter into this Agreement.
13.3 The Buyer undertakes to notify the Seller in writing promptly if it
becomes aware of any circumstance arising during the Pre-Completion
Period which would cause any of the following warranties to become
untrue or inaccurate in any material respect.
13.4 The Buyer warrants as follows:
13.4.1 Organisation
The Buyer is a duly organised, validly existing joint stock company
in good standing under the laws of the Czech Republic.
13.4.2 Authority; No Conflict
(a) This Agreement has been duly authorised, executed and delivered
by the Buyer and constitutes a legal, valid and binding
obligation of the Buyer, enforceable against the Buyer in
accordance with its terms. The Buyer has the authority and
capacity to execute and deliver this Agreement and to perform its
obligations hereunder. The power of attorney authorising the
execution of this Agreement on behalf of the Buyer is attached
hereby as Schedule 13.4.2.
(b) The execution, delivery and performance of this Agreement by the
Buyer will not (i) conflict with Applicable Law or with any other
law, regulation, agreement, court order, contract or other
restriction in force at Completion under which the Buyer is
obligated, (ii) violate the provisions of any formation document
regulating the internal organisation of the Buyer or (iii)
violate any judicial or administrative decision to which the
Buyer is a party or by which it is bound.
(c) Other than the CPC Decision, the Buyer has obtained all necessary
consents, licences and permissions from third parties including
Governmental Entities and other governmental entities
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to which it may be subject to as to enable it to enter into each
of the Transaction Documents and to own the Sale Shares.
13.4.3 Acquisition of Sale Shares and Financing
(a) The Buyer has the financial resources or obtained the required
financing so as to be able to pay the Purchase Price in
accordance with the terms of this Agreement, and has delivered to
the Seller prior to the execution of this Agreement the
declaration in the form of Schedule 13.4.3 as to the origin of
the Buyer's funds.
(b) The Buyer has the financial and human resources to fulfil its
obligations under this Agreement.
(c) The Buyer is acquiring the Sale Shares with the purpose of
carrying out the business of the Companies in accordance with the
terms of their respective licences, and not with the purpose of
liquidating, closing down or discontinuing the provision of the
services constituting the business of the Companies in violation
of any such licence.
(d) All information and documents submitted by the Buyer to the
Republic of Bulgaria during the process of the Buyer's selection
as the bidder who won the Privatisation tender for the purchase
of the Sale Shares were true, complete and accurate in all
respects when given.
(e) The Buyer fully meets all of the eligibility criteria as set out
in the Privatisation Agency's Decision No 2484-P/24.10.2003,
Article 6, and the relevant tender documentation pursuant to
which the Buyer was admitted to participate in the Privatisation
tender for the purchase of the Sale Shares.
13.4.4 Insolvency
(a) The Buyer has not been dissolved or entered into (or taken steps
to enter into) liquidation, administration or administrative
receivership.
(b) The Buyer is not insolvent or unable to pay its debts as they
become due.
(c) There is no pending litigation, and there are no claims against
the Buyer for bankruptcy or liquidation and no judgements or
governmental orders have been made against the Buyer and, to the
best of the knowledge of the Buyer, there is no threat to the
Buyer that may result in a material adverse effect on the
property, assets or operations of the Buyer or that may prevent,
delay or otherwise hinder the Buyer's performance of this
Agreement.
13.4.5 The Buyer has incurred no obligation for brokerage or finders' fees
or agents' commissions or other similar payments in connection with
this Agreement that would impose a liability on Seller or the
Companies.
14 Confidentiality and Public Announcement
14.1 Until Completion or, if Completion does not occur, until the third
anniversary of the Signing Date, all Information furnished by or on
behalf of the Seller or each Company to the Buyer, its representatives
(which will include, for the purposes of this clause 14, its advisers)
or its employees in connection with the privatisation sale of the Sale
Shares will be held and will not be revealed by the Buyer to any
person other than its authorised representatives or employees. If
Completion does not occur, the Buyer (and its representatives) will
(a) (at the Seller's option) (i) return all Information to the Seller
or to the respective Company or (ii) destroy all such Information and
all copies on all media thereof and certify to the Seller that it has
done so, (b) procure that all of its representatives, its employees
and any transferees of any of the Sale Shares keep confidential all
such Information, and (c) not directly or indirectly use such
Information for any competitive or other commercial purpose. If
Completion occurs, the Buyer will nonetheless maintain confidential
all Information that pertains solely to the Seller or the Minister and
will not reveal such Information to any person other than those
representatives of the Buyer that have been involved in connection
with the privatisation sale of the Sale Shares.
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14.2 The obligation of the Buyer, its representatives and employees to keep
the Information confidential will not apply to any Information which:
14.2.1 at the time of such disclosure is, or subsequently becomes, publicly
available (other than as a result of its disclosure by such party,
its representatives or employees in breach of this Agreement);
14.2.2 that party can conclusively prove, by written evidence, that at the
time of disclosure is, or subsequently becomes, available to the
Buyer on a non-confidential basis from a source other than the
sources referred to in clause 14.1, provided that such source was not
subject to any duty of confidentiality in respect thereof;
14.2.3 the Buyer can conclusively prove, by written evidence, that it has
acquired or developed such Information without breaching any of its
obligations under this Agreement; or
14.2.4 is required to be disclosed in accordance with Applicable Law or
other law binding on the Buyer.
14.3 Subject to clause 14.4, neither the Buyer nor the Seller (or their
respective representatives or employees) will make or issue, or cause
to be made or issued, any public disclosure, announcement or written
statement concerning the Transaction Documents or the transactions
contemplated thereby without the prior consent of the other party,
such consent not to be unreasonably withheld or delayed; provided that
this clause 14.3 will not apply to any disclosure, announcement or
written statement required to be made by Applicable Law or other law
binding on a party to this Agreement.
14.4 Notwithstanding the provisions of clause 14.3, the Buyer agrees that
the Seller will be permitted to make public disclosure of the basic
terms of this Agreement provided that the Seller will disclose details
of the relevant announcement to the Buyer in advance and in good faith
take into consideration all reasonable comments made by the Buyer. For
this purpose, the basic terms of this Agreement include the name of
each Company and the number and percentage of the Sale Shares.
15 Arbitration
15.1 The parties will attempt to resolve all and any disputes,
controversies, claims or differences arising out of or in connection
with this Agreement through amicable negotiations.
15.2 If the parties are not able to resolve amicably such disputes,
controversies, claims or differences within a reasonable period (and
not later than 30 (thirty) Business Days) of one party giving notice
to the other in writing of such disputes, controversies, differences
or claims arising out of or in connection with this Agreement, all and
any such disputes, controversies, differences or claims arising out of
or in connection with this Agreement, including any dispute as to the
existence, breach, termination or invalidity thereof, will be finally
settled under the Rules of Arbitration of the International Chamber of
Commerce ("ICC").
15.3 The arbitration tribunal shall be appointed in accordance with the
rules of the ICC. Where the amounts or the aggregate of the amounts in
dispute are higher than EUR 1,000,000 (one million Euro), the
arbitration tribunal shall be composed of 3 (three) arbitrators and
where the amounts or the aggregate of the amounts in dispute are EUR
1,000,000 (one million Euro) or less, the arbitration tribunal shall
be composed of one arbitrator.
15.4 The place and seat of the arbitration will be Paris, France, and the
language of the arbitration will be the English language (except that
a party may have the proceedings translated into a language of its
choice at its expense).
15.5 The parties agree that if an arbitral panel has been appointed under
the Escrow Agreement, the same arbitral panel will be appointed to
resolve a dispute pursuant to this Agreement. In addition, the parties
agree that the arbitral panel has the power to consolidate arbitration
proceedings if, as determined in the sole discretion of the arbitral
panel, the dispute arising under the Escrow Agreement and under this
Agreement is based on substantially similar facts or substantially
similar issues or if the arbitration panel determines, in its sole
discretion, that it would be cost-effective to consolidate such
proceedings.
15.6 To the extent expressly permitted by Applicable Law, it is expressly
agreed that the right to appeal to the courts or to apply to such
courts for the determination of a preliminary point of law is
excluded.
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15.7 The parties agree not to disclose any details of any arbitral
proceedings pursuant to this clause 15 including the submissions and
evidence of the parties and including any awards (their contents,
reasons and results), except with the prior written consent of the
other or to the extent that such information or documents are in the
public domain or their disclosure is required by Applicable Law or any
other law that is binding on a party or is necessary to protect or
pursue a legal right or remedy, including for the purposes of
enforcement.
16 Miscellaneous
16.1 Continuation after Completion; Further Assurances
16.1.1 Clauses 14, 15, 16 and 17 will survive Completion unless and until
the parties otherwise agree in writing; the same applies to those
provisions which are specifically provided for in this Agreement as
provisions surviving Completion.
16.1.2 Each of the Buyer and the Seller will execute and/or cause to be
delivered to the other all such instruments and other documents, as
the other may from time to time reasonably require, prior to or after
Completion, for the purpose of giving to one another the full benefit
of all the provisions of this Agreement. Whichever of the Buyer or
the Seller requests such further assurance will be liable for all
reasonable costs incurred in connection with such request.
16.2 Entire Agreement
This Agreement, together with the other Transaction Documents and each
of their respective schedules embodies and sets forth the entire
agreement and understanding of the parties and supersedes all prior
oral or written negotiations, agreements, representations,
understandings or arrangements (if any) between the parties with
respect to the subject matter contained herein. Neither party hereto
will be entitled to rely on any document, agreement, understanding or
arrangement which is not expressly set forth in this Agreement and the
other Transaction Documents as well as the schedules hereto or
thereto. Each of the parties hereby acknowledges that it has placed no
reliance and will not at any time hereafter place reliance on any
information or warranty (whether expressed or implied and whether
written or oral) given by any other party relating to the transactions
contemplated hereby other than information and warranties contained in
this Agreement and the other Transaction Documents as well as the
schedules hereto or thereto.
16.3 Variation
No purported variation of this Agreement will be effective unless it
is in writing and is duly executed by or on behalf of the Buyer and
the Seller. The expression "variation" will include any variation,
supplement, deletion or replacement however effected.
16.4 Governing Law
This Agreement will be governed by and construed in accordance with
the laws of the Republic of Bulgaria.
16.5 Copies and Language
This Agreement will be executed in 3 (three) identical copies in both
the English and Bulgarian languages: two sets for the Seller and one
set for the Buyer. In the event of any conflict in the terms of this
Agreement between the two language versions, the terms of the English
language version of this Agreement will prevail.
16.6 Assigns and Successors
16.6.1 No party may assign any rights under this Agreement without the prior
written consent of the other party, subject only to the exceptions
contained in this clause 16.6.
16.6.2 This Agreement will be binding upon and enure for the benefit of the
successors in title of each of the parties.
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16.6.3 Subject to the provisions of clause 8.1 and 16.6.5, the Buyer may not
assign its rights or delegate its duties or undertakings under this
Agreement.
16.6.4 Each of the parties hereto acknowledges that the rights and
obligations of the Seller pursuant to the terms of this Agreement are
assigned, upon Completion, to the Post Privatisation and Control
Agency of the Republic of Bulgaria by operation of law.
16.6.5 The Buyer may upon written notice to the Seller assign its right to
make a claim and any resulting receivables of such claim under the
indemnities contained in clause 10 above to a Majority-owned Buyer
Affiliate provided that the Buyer shall remain liable for the
reasonable costs of the Seller to the extent that the Seller is
successful in defending such claim.
16.7 Notices
Any notice, request, demand, consent, approval or other communication
to a party will be effective when received and will be given in
writing in the English language, and delivered in person against
receipt therefor, or sent by certified mail, postage prepaid, telefax
confirmed by certified mail, or courier service at its authorised
address as set out below or to such other address as it will hereafter
furnish in writing to the other. All such notices and other
communications will be deemed given on the date received by the
addressee.
[Download Table]
If to the Buyer: If to the Seller:
CEZ - Legal Department 29 Aksakov St.
Duhova 2/1444, 1000 Sofia
140 53 Prague 4, Bulgaria
Czech Republic
Attn: Ms. Jarmila Ponikelska Attn: Atanas Bangachev, Executive Director
Head of Legal Department
Tel:+420 271 132 372 Tel: +359 2 987 75 79; +359 2 980 38 46
Fax: +420 271 132 008 Fax: +359 2 981 13 07
If to the Post-Privatisation Control Agency:
52A G.M.Dimitrov Blvd.
1000 Sofia
Bulgaria
Attn: Atanaska Bozova, Executive Director
Tel: +359 2 971 24 56
Fax: +359 2 970 16 89
16.8 Waiver
16.8.1 A party may waive their respective rights, powers or privileges under
this Agreement provided that such waiver will be in writing.
16.8.2 The parties agree that no failure or delay on the part of a party to
exercise any right, power or privilege under this Agreement will
operate as a waiver thereof.
16.8.3 The parties agree that no single or partial exercise of any right,
power or privilege under this Agreement will preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege by a party under the terms of this Agreement.
16.8.4 The parties agree that no waiver under clause 16.8.1 will operate or
be construed as a future waiver of any right, power or privilege
under this Agreement.
16.9 Costs, Fees and Expenses
Each party will bear its respective costs, fees and expenses incurred
in connection with or incidental to the matters contained in this
Agreement, including without limitation any fees and disbursements to
its financial advisers, accountants and legal counsel.
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16.10 Severability
If any provision of this Agreement is invalid or unenforceable then,
to the extent possible, all of the remaining provisions of this
Agreement will remain in full force and effect and will be binding
upon the parties.
16.11 Acknowledgement
16.11.1 The Seller hereby acknowledges that it has not entered into this
Agreement in reliance on any warranties, representations, covenants,
undertakings or indemnities howsoever or by whosoever or to
whomsoever made except insofar as they are contained in this
Agreement.
16.11.2 The Buyer hereby acknowledges that it has not entered into this
Agreement in reliance on any warranties, representations, covenants,
undertakings or indemnities howsoever or by whosoever or to
whomsoever made except insofar as they are contained in this
Agreement.
16.12 Payments
Except as otherwise expressly provided in this Agreement, all payments
to be made under this Agreement will be made in full without any
set-off or counterclaim and free from any deduction or withholding,
except as may be required by law (in which event such deduction or
withholding will not exceed the minimum amount required by Applicable
Law and the payer will simultaneously pay to the payee whatever
additional amount is required for the net amount received to equal
what would have been received if no such deduction or withholding had
been required).
16.13 Environmental Matters
The parties acknowledge that pursuant to Paragraph 9 of the Final and
Transitional Provisions of the PEA the Seller shall be liable for any
Past Environmental Damages (as such term is defined in the PEA) in
accordance with the PEA Regulation. Both parties shall use their best
endeavours to secure the execution of an agreement pursuant to Article
8(1) of the PEA Regulation co-ordinating the liabilities of the
Republic of Bulgaria with respect to past environmental damages and
comprising the terms and conditions for financing and removing the past
environmental damages as required by the Applicable Law within 9 (nine)
months after the Completion Date.
17 Classified Information
17.1.1 Following Completion, the Buyer will nominate one or more persons,
which will be investigated in accordance with the requirements of the
Protection of Classified Information Act ("PCIA") and the Regulation
on Application of the PCIA. Upon the nomination of such person or
persons, the Buyer will file the required documents for investigation
of the officials pursuant to approved list of the positions under
Art. 37 of the PCIA and for obtaining a permit for access to
classified information in accordance with the requirements of
Chapters V and VI of the PCIA and Chapter VI, Section II of the
Regulation on Application of the PCIA.
17.1.2 The Buyer will procure that the Companies ensure the necessary
conditions for creating, processing and storage of the classified
information, as well as the granting of access to the same in
accordance with the requirements of the PCIA.
17.1.3 The Buyer will procure that the Companies observe the requirements
for protection of the classified information.
17.1.4 The Buyer will procure that the Companies will not admit unregulated
access to classified information.
17.1.5 The Buyer will procure that the Companies submit the required
information upon request of the competent bodies pursuant to Art. 10,
Par.1, Art.11, Par.4 and Art. 16, Par.1 PCIA.
17.1.6 Upon request, the Buyer will procure that the Companies provide to
the representatives of the State Information Security Commission and
to the competent security divisions, immediate access to the
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premises where classified information related to the fulfilment of the functions
in accordance with the requirements set forth in Chapter II, Sections I and II
PCIA is being created, processed and stored.
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IN WITNESS WHEREOF, the parties hereto have signed this Agreement in Sofia on 19
November 2004, in (3) three original copies in the Bulgarian and English
language, the Seller acknowledging receipt of two originals in each language and
the Buyer acknowledging receipt of one original in each language.
EXECUTED
signature
-----------------------
by Atanas Kirilov Bangachev
for and on behalf of
THE PRIVATISATION AGENCY OF THE REPUBLIC OF BULGARIA
EXECUTED
signature signature
--------------------- ----------------------
by Martin Roman Radomir Lasak
for and on behalf of
CEZ, a. s.
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Schedule 1.1 (B)
Escrow Agreement
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Schedule 1.1 (C)
Restated By-laws
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Schedule 3.2.2
Territory of Electricity Distribution and Supply Licenses
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Schedule 3.2.3
Part A - Form of Settlement Agreement
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Schedule 3.2.3
Part B - Form of Annex 1 to the Settlement Agreement
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Schedule 4.3.3
Supervisory Board
1. Elektrorazpredelenie Stolichno EAD:
-----------------------------------
Nominees of the Buyer:
---------------------
1.1 Mr. Martin Zmelik;
1.2 Mr. Radomir Lasak;
1.3 Mr. Vladimir Schmalz.
Nominees of the Seller:
-----------------------
1.1 To be nominated prior to Completion;
1.2 To be nominated prior to Completion.
2. Elektrorazpredelenie Sofia Oblast EAD:
--------------------------------------
Nominees of the Buyer:
----------------------
Mr. Martin Zmelik
Mr. Bohdan Malaniuk
Mr. Vladimir Johanes
Nominees of the Seller:
-----------------------
1.1 To be nominated prior to Completion;
1.2 To be nominated prior to Completion.
3. Elektrorazpredelenie Pleven EAD:
--------------------------------
Nominees of the Buyer:
----------------------
Mr. Martin Zmelik
Mr. Jan Juchelka
Mr. Tomas Petran
Nominees of the Seller:
-----------------------
1.1 To be nominated prior to Completion;
1.2 To be nominated prior to Completion.
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45
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Schedule 10.9
Net Worth Auditor Procedures
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Schedule 11.4.1
Seller Claim Notice
To: [Provide details of Guarantee Bank]
Pursuant to clause 11.4.1 of the Share Privatisation Sale Agreement by and among
The Privatisation Agency of the Republic of Bulgaria (the "Seller") and [o] (the
"Buyer"), made and entered into as of [ ] 2004 ("the Share Privatisation Sale
Agreement"), and pursuant to the Bank Guarantee established pursuant to clause
4.2.2(b) of the Share Privatisation Sale Agreement, the Seller hereby requests
the [Guarantee Bank] to immediately release and disburse to the Seller the
amount of [Euro ] pursuant to the terms of the above-mentioned Bank Guarantee.
Funds shall be delivered by [wire transfer] to the account designated below:
[Account details]
For the Post-Privatisation Control Agency:
----------------------
[name and title]
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Schedule 12.2.1
Information on the Companies
[Enlarge/Download Table]
Part I
------
Company name Elektrorazpredelenie Stolichno EAD
Registered office 330, Tzar Simeon St., Ilinden Municipality, 1309
Sofia, Bulgaria,
Share capital (BGN) BGN 1,928,000
No. and date of court decision establishing Decision No. 1 of 27 April 2000
Company as an independent regional company
Date of Registration of order with court 27 April 2000
Court at which order has been filed Sofia City Court
Company file no. held by the court c.c. 6358.
Part II
-------
Company name Elektrorazpredelenie Sofia Oblast EAD
Registered office 2, Evropa Blvd., Vrabnitsa Municipality, 1360
Sofia, Bulgaria
Share capital (BGN) BGN 2,149,000
No. and date of court decision establishing Decision No. 1 of 28 April 2000
Company as an independent regional company
Date of Registration of order with court 28 April 2000
Court at which order has been filed Sofia City Court
Company file no. held by the court c.c. 6315.
Part III
--------
Company name Elektrorazpredelenie Pleven EAD
Registered office 73 Doiran St., 5800 Pleven, Bulgaria,
Share capital (BGN) BGN 1,206,000
No. and date of court decision establishing Decision No. 833 of 28 April 2000
Company as an independent regional company
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Date of Registration of order with court 28 April 2000
Court at which order has been filed Pleven Regional Court
Company file no. held by the court c.c. 833.
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Schedule 12.2.7
Subsidiaries of the Companies
Part I: EDC Stolichno EAD
EDC Stolichno EAD is a member of the National Committee of Bulgaria to the World
Energy Council - a non-for-profit legal entity.
Part II: EDC Sofia Oblast EAD
EDC Sofia Oblast EAD is a member of the National Committee of Bulgaria to the
World Energy Council - a non-for-profit legal entity.
Part III: EDC Pleven EAD
EDC Pleven EAD is a member of the National Committee of Bulgaria to the World
Energy Council - a non-for-profit legal entity.
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Schedule 12.2.8
Litigation or Arbitration Proceedings
Part I: EDC Stolichno EAD
[Enlarge/Download Table]
------- ------------------------- --------------------- --------------------- ---------------- -----------------
No Parties Type, No of court Legal ground Amount of Stage of the
case, Court Name claim proceedings
------- ------------------------- --------------------- --------------------- ---------------- -----------------
1. "Konex" STK Civil case No unpaid construction BGN 3,855.12 Court of 1st
7226/2000 Regional works instance
Court of Sofia,
panel 74
------- ------------------------- --------------------- --------------------- ---------------- -----------------
2. 1. Stoyan Pancev Civil case No Compensation for losses BGN 27,360 Court of 2nd
Petrov 1009/2001, Sofia and missed profits instance
2. Ludmila V. City Court, division
Milanova 1, panel 3
------- ------------------------- --------------------- --------------------- ---------------- -----------------
3. "Mladost" RPK Civil case No 1304/ Compensation for BGN 96,227 Court of 2nd
2000, Sofia City the exploitation of instance
Court, division 6, a kiosk
panel 9
------- ------------------------- --------------------- --------------------- ---------------- -----------------
4. 1. Antonina Georg. Civil case No Losses under art. BGN 60,000 Court of 2nd
Bachvarova 358/2000, Sofia 49 of the Law on instance
2. Georogi Rusl. City Court, panel Obligations and
Bachvarov 11 Contracts, losses
3. Katherina Bachvarova under art. 52 of
the Law on
Obligations and
Contracts
------- ------------------------- --------------------- --------------------- ---------------- -----------------
5. "Mladost" RPC Civil case No Compensation for BGN 6,820 Court of 2nd
000617/2002 the exploitation of instance
Regional Court of two kiosks
Sofia, panel 28
------- ------------------------- --------------------- --------------------- ---------------- -----------------
6. 1. Sabka Daceva Stavreva Civil case No Losses BGN 5,300 Court of 1st
2. Sophroni Dim. Stavrev 3692/2000, Regional instance
Court of Sofia,
panel 30
------- ------------------------- --------------------- --------------------- ---------------- -----------------
7. "Mraz" AD Civil case No Claim under BGN 2,229.10 Court of 2nd
2639/02, Sofia City art.108 of the instance
Court , panel II A Ownership Act and
compensation
------- ------------------------- --------------------- --------------------- ---------------- -----------------
8. "Vinprom Service - Civil case Claim for BGN 15,626.16 Court of 2nd
Portugal" AD 846/2002, Sofia establishment of instance
City Court, facts
division 6, panel 10
------- ------------------------- --------------------- --------------------- ---------------- -----------------
9 Lilyana Vaskova Doynova Civil case Compensation for BGN 7,735 Supreme
No869/2001, SAC, professional Cassation Court
panel 2 disease
------- ------------------------- --------------------- --------------------- ---------------- -----------------
10. Christo Atanassov Civil case Illegal dismissal BGN 2,648.16 Supreme
Palashki No3854/2002, Sofia and compensation Cassation Court
City Court, panel
II-A
------- ------------------------- --------------------- --------------------- ---------------- -----------------
11. Svetosalv Boyanov Civil case No Revocation of a BGN 1,826.40 Court of 2nd
9567/2000, Regional Summery dismissal instance
Court of Sofia, and compensation
panel 76
------- ------------------------- --------------------- --------------------- ---------------- -----------------
12. 1. Jordanka Gjurova Civil case No Compensation for BGN 4,175.07 Court of 2nd
2. Tzvetan Ivanov 1408/2002, Regional losses instance
Court of Sofia,
panel IV-B
------- ------------------------- --------------------- --------------------- ---------------- -----------------
13. "Natasha Kiliovska" ET Civil case No Claim for BGN 897 Court of 2nd
13907/2002, establishment of instance
lack of facts for
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[Enlarge/Download Table]
------- ------------------------- --------------------- --------------------- ---------------- -----------------
Regional Court of unpaid electricity
Sofia, panel 28 bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
14. Bojidar Dim. Vassilev Civil case No Illegal dismissal BGN 2,900 Court of 3d
2339/03, Sofia City and compensation instance
Court, panel II-B
------- ------------------------- --------------------- --------------------- ---------------- -----------------
15. Nikolina Krumova Civil case No Compensation for BGN 9,770 Court of 2nd
Vassileva 4105/03, Regional losses instance
Court of Sofia,
panel 28
------- ------------------------- --------------------- --------------------- ---------------- -----------------
16. Daphinka Evloguieva Civil case Illegal dismissal BGN 1,800 Court of 2nd
Petrova No1488/2003, and compensation instance
Regional Court of
Sofia, panel 64
------- ------------------------- --------------------- --------------------- ---------------- -----------------
17. Stephko Gueorgiev Kolev Civil case No Legally unjustified BGN 1,200 Court of 1st
17527/2002 enrichment instance
------- ------------------------- --------------------- --------------------- ---------------- -----------------
18. Ventzislav Cv. Civil case No Compensation for BGN 1,000 Court of 1st
Dudolenski 4316/2003, Regional losses instance
Court of Sofia,
panel 26
------- ------------------------- --------------------- --------------------- ---------------- -----------------
19. Ugo OOD Civil case Claim for BGN 2,000 Court of 2nd
No17527/02, Regional establishment of instance
Court of Sofia, lack of facts
panel 27
------- ------------------------- --------------------- --------------------- ---------------- -----------------
20. Krassimira Assenova Civil case No Compensation for BGN 530 Court of 2nd
Bojilova 3194/2003 losses instance
------- ------------------------- --------------------- --------------------- ---------------- -----------------
21. 1. Christo Al. Mishev Civil case No Compensation for BGN 1,000 Court of 1st
2. Jana Korneva Misheva 3183/2003, Regional losses instance
Court of Sofia,
panel 24
------- ------------------------- --------------------- --------------------- ---------------- -----------------
22. Gueorgy Simeonov Todorov Civil case No Compensation for BGN 2,000,000 Court of 1st
404/2003, Sofia losses instance
City Court, panel
I-7
------- ------------------------- --------------------- --------------------- ---------------- -----------------
23. Jivka Vangelova Civil case No Claim for BGN 4,780.22 Court of 1st
Gabrovska 19013/03, Regional establishment of instance
Court of Sofia, lack of facts -
panel 52 unpaid electricity
bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
24. "Veda-Danail Stojanov" Civil case No Claim for BGN 5,715.28 Court of 2nd
ET 7758/2003, Regional establishment of instance
Court of Sofia, lack of facts -
panel 31 unpaid electricity
bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
25. "Nedibor - Krassimir Civil case No Claim for BGN 2,311.95 Court of 2nd
Vassilev" ET 6579/2003, establishment of instance
Regional Court of lack of facts -
Sofia, panel 33 unpaid electricity
bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
26. Tzvetan Vassilev Petrov Civil case No Claim for BGN 1,500 Court of 1st
15313/02, Regional establishment of instance
Court of Sofia, lack of facts -
panel 25 unpaid electricity
bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
27. Ahavni Tavitian Civil case Removal of - Court of 2nd
No3359/03, Sofia electricity instance
City Court distribution desk
------- ------------------------- --------------------- --------------------- ---------------- -----------------
28. "Zarian-5-Petko Petkov" Civil case No Compensation for BGN 29,271 Court of 1st
ET 1461/02, Regional losses instance
Court of Sofia,
panel I-7
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29. Bojidar Petrov Civil case No Bills paid, but not BGN 660 Court of 1st
Terzijski 8037/03, Regional due instance
Court of Sofia,
panel 32
------- ------------------------- --------------------- --------------------- ---------------- -----------------
30. Nikolaj Jordanov Civil case No Irregular dismissal BGN 3,908 Court of 1st
Jordanov 20457/03 instance
------- ------------------------- --------------------- --------------------- ---------------- -----------------
31. Daphinka Dimitrova Civil case No Irregular dismissal BGN 2,120 Court of 2nd
9688/03, Regional and compensation instance
Court of Sofia, for losses
panel 33
------- ------------------------- --------------------- --------------------- ---------------- -----------------
32. Valentina Assenova Civil case No Unlawful dismissal BGN 2,160 Court of 1st
Veleva 8064/03, Regional and compensation instance
Court of Sofia,
panel 68
------- ------------------------- --------------------- --------------------- ---------------- -----------------
33. 1. Metodi Stoyanov Civil case No Property claim for BGN 16,981.20 Court of 1st
Geshev 2. Tzvetan Ves. 7544/03, Regional "Drujba" instance
Dimitrov 3. Gueorgi Court of Sofia, residential
Geshev, etc. panel 42 district - main
warehouse
------- ------------------------- --------------------- --------------------- ---------------- -----------------
34. 1. Margarita Vas. Civil case No Claim for removal - Court of 2nd
Alexieva 2.Kiril Dim. 12444/02, Regional of an electricity instance
Alexiev Court of Sofia, pole situated in
panel 46 "Gurubljiane"
district
------- ------------------------- --------------------- --------------------- ---------------- -----------------
35. Slavka Ilieva Cirilova Civil case No Irregular dismissal BGN 1,050 Court of 1st
6370/03, Regional and compensation instance
Court of Sofia,
panel 65
------- ------------------------- --------------------- --------------------- ---------------- -----------------
36. 1. Milen Rajicev Civil case No Claim for BGN 5,000 Court of 1st
Vassilev 2. Milena 9429/03, Regional establishment of instance
Trend. Vassileva Court of Sofia, lack of facts -
3. Yanka Vassileva, etc. panel 30 unpaid electricity
bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
37. Nikola Dimitrov Civil case No Claim for BGN 4,664.50 Court of 2nd
Doytchev 6299/03, Regional establishment of instance
Court of Sofia, lack of facts -
panel 30 unpaid electricity
bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
38. Marko G. Dimitrov Civil case No Claim for BGN 3,750 Court of 2nd
14159/03, Regional establishment of instance
Court of Sofia, lack of facts -
panel 36 unpaid electricity
bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
39. Minka Evtimova Zlatkova Civil case No Irregular dismissal BGN 3,024 Court of 2nd
11654/02, Regional and compensation instance
Court of Sofia,
panel 73
------- ------------------------- --------------------- --------------------- ---------------- -----------------
40. Toni Tzokov Stamenov Civil case No Irregular dismissal BGN 3,000 Court of 1st
21569/03, Regional and compensation instance
Court of Sofia,
panel 79
------- ------------------------- --------------------- --------------------- ---------------- -----------------
41. "Grigo-X" EOOD Civil case No1635/ Legally unjustified BGN 40,095 Court of 2nd
03, SAC, panel 3 enrichment instance
------- ------------------------- --------------------- --------------------- ---------------- -----------------
42. Galia Petrova Dimitrova Civil case Claim for BGN 4,214.95 Court of 2nd
No22310/03, Regional establishment of instance
Court of Sofia, lack of facts -
panel 37 unpaid electricity
bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
43. 1.Kocho Rajichev Civil case No Compensation BGN 3,000 Court of 1st
Kochev 21674/03, Regional instance
2. Nadejda Kocheva 3. Court of Sofia,
Blagoj Kochev panel 24
------- ------------------------- --------------------- --------------------- ---------------- -----------------
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------- ------------------------- --------------------- --------------------- ---------------- -----------------
44. Vassilka Slavtcheva Civil case No1050/ Claim for BGN 7,761.23 Court of 2nd
Vassileva 03, Sofia City establishment of instance
Court, panel IVB lack of facts
------- ------------------------- --------------------- --------------------- ---------------- -----------------
45. "Sandi" ET Civil case No 673/01, Compensation for BGN 12,882 Court of 2nd
Sofia City Court, losses instance
panel I-3
------- ------------------------- --------------------- --------------------- ---------------- -----------------
46. Orlin Dim. Mashalov Civil case No19011/ Claim for BGN 9,663.56 Court of 2nd
03, Regional Court establishment of instance
of Sofia, panel 50 lack of facts
------- ------------------------- --------------------- --------------------- ---------------- -----------------
47. "Poletinska zora" ET Civil case No Losses from illegal BGN 10,035.44 Court of 1st
1696/2004. Sofia interruption of instance
City Court, panel electricity supply
VI-2
------- ------------------------- --------------------- --------------------- ---------------- -----------------
48. Krastjio Kirilov Civil case Claim for Court of 1st
Balabanov No21718/03, Regional establishment of BGN 2,736.96 instance
Court of Sofia, facts for corrected
panel 31 electricity bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
49. Kocho Rajchev Kochov Civil case Non material BGN 3,000 Court of 1st
No22649/03, Regional damages from racial instance
Court of Sofia, discrimination
panel 31
------- ------------------------- --------------------- --------------------- ---------------- -----------------
50. Toni Tzokov Stamenov Civil case Irregular dismissal BGN 3,000 Court of 1st
No21674/03, Regional and compensation instance
Court of Sofia,
panel 24
------- ------------------------- --------------------- --------------------- ---------------- -----------------
51. 1. "Levski" SK Civil case Claim for BGN 9,309.91 Court of 1st
2. " R-L No21818/03, Regional establishment of instance
Commerce-Rossen Court of Sofia, facts for corrected
Pishiev" ET panel 35 electricity bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
52. 1. Rossitza Civil case Claim for BGN 2,467 Court of 1st
Assenova 15487/03, Regional establishment of instance
2. Evgueni Assenov Court of Sofia, facts for corrected
panel 32 electricity bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
53. Tanya Atanassova Kitova Civil case Damages BGN 3,000 Court of 1st
No22978/03, Regional instance
Court of Sofia,
panel 35
------- ------------------------- --------------------- --------------------- ---------------- -----------------
54. 1. Maria Damianova Civil case No16/04, Illegal damage BGN 26,713 Court of 1st
Sotirova Sofia City Court, instance
2.Dessislava Gueorguieva panel 1-6
------- ------------------------- --------------------- --------------------- ---------------- -----------------
55. Boris Stoyanov Jelev Civil case No679/04, Claim for BGN 4,336.88 Court of 1st
Regional Court of establishment of instance
Sofia panel 46 facts for corrected
electricity bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
56. "Flo-Krum Nedkov" ET Civil case No275/04, Claim for BGN 4,192.61 Court of 2nd
Sofia City Court establishment of instance
facts for corrected
electricity bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
57. Stoyna Gueorguieva Civil case Claim for BGN 648.31 Court of 1st
Dimitrova No6800/04, Regional establishment of instance
Court of Sofia, facts for corrected
panel 36 electricity bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
58. Milen Krastanov Krastev Civil case Illegal damages as BGN 900 Court of 1st
No8463/03, Regional a result of instance
Court of Sofia, irregular
panel 52 interruption of
electricity supply
------- ------------------------- --------------------- --------------------- ---------------- -----------------
59. Bogdan Dimitrov Geshev Civil case No375/04, Unlawful dismissal BGN 4,524 Court of 1st
Regional Court of and compensation instance
Sofia, panel 69
------- ------------------------- --------------------- --------------------- ---------------- -----------------
60. "Kontrax" OOD Civil case No62/04 Compensation for BGN 20,000 Court of 1st
losses and missed instance
profits
------- ------------------------- --------------------- --------------------- ---------------- -----------------
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------- ------------------------- --------------------- --------------------- ---------------- -----------------
61. " Tanima-Angel KZK - No20/04 Inpaid electricity BGN 3,708.96 Court of 1st
Vesselinov" ET bills instance
------- ------------------------- --------------------- --------------------- ---------------- -----------------
62. Lubomir Hr. Privodanov KZK-228/04 Irregular BGN 51,892.49 Court of 1st
interruption of instance
electricity supply
------- ------------------------- --------------------- --------------------- ---------------- -----------------
63. 1.Donka Iv. Vassileva, Administrative case Appeal of a - Court of 1st
2.Guerguin Krastev, etc. No2581/03, Sofia decision instance
City Court, panel -PA-09-50-81/1999 -
III-3 "Studentski grad" CZP
------- ------------------------- --------------------- --------------------- ---------------- -----------------
64. Dimitar Trenev Civil case No1501/ Claim for BGN 3,370 Court of 1st
Konakchijski 04, Regional Court establishment of instance
of Sofia, panel 29 facts for corrected
energy bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
65. Jordan Vassilev Civil case No1259/ Claim for BGN 1,149.11 Court of 1st
Krastanov 04, Regional Court establishment of instance
of Sofia, panel 44 facts for corrected
energy bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
66. Gueorgy Dimitrov Kolev Civil case No1387/ Claim for BGN 2,345.01 Court of 1st
04, Regional Court establishment of instance
of Sofia, panel 47 facts for corrected
energy bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
67. Foundation "Romani Bah" Civil case No1262/ Claim for - Court of 1st
and Bulgarian Helsinki 04, Regional Court establishment of instance
Committee of Sofia, panel 39 facts for racial
discrimination
------- ------------------------- --------------------- --------------------- ---------------- -----------------
68. "Aleko Sport 99" AD Civil case No139/04, Claim for BGN 71,101.07 Court of 1st
Sofia City Court, establishment of instance
division III-6 facts for corrected
energy bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
69. "Anna - Raco Iv. Civil case 317/04, Claim for BGN 42,747 Court of 1st
Mintzev" ET Regional Court of establishment of instance
Sofia, panel VI-1 facts for corrected
energy bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
70. Tzvetan Gueorgiev Civil case No1663/ Claim for BGN 2,925.16 Court of 1st
Ranguelov 04, Regional Court establishment of instance
of Sofia, panel 36 facts for corrected
energy bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
71. Nikolaj Jordanov Batshki Civil case Claim for BGN 63,000 Court of 1st
No21879/03, Regional establishment of instance
Court of Sofia, facts for corrected
panel 29 energy bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
72. "Tara-99" EOOD Civil case No2873/ Claim for BGN 5,067.79 Court of 1st
04, Regional Court establishment of instance
of Sofia, panel 55 facts for corrected
energy bills and
losses
------- ------------------------- --------------------- --------------------- ---------------- -----------------
73. "Goriana" OOD Civil case No2214/ Losses and BGN 900 Court of 1st
04, Regional Court reestablishment to instance
of Sofia, panel 77 power supply
------- ------------------------- --------------------- --------------------- ---------------- -----------------
74. Yavor Damianov Arnaudov Civil case No2894/ Claim for BGN 5,093.95 Court of 1st
04, Regional Court establishment of instance
of Sofia, panel 41 facts for corrected
energy bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
75. Detelin Vassilev Genkov Civil case No2896/ Claim for BGN 4,537.78 Court of 1st
04, Regional Court establishment of instance
of Sofia, panel 42 facts for corrected
energy bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
76. "Marven" EOOD Civil case No2973/ Claim for BGN 4,831 Court of 1st
04, Regional Court establishment of instance
of Sofia, panel 27 facts for corrected
energy bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
77. 1. Smilen Petrov Todorov Civil case No1277/ Losses from BGN 2,000 Court of 1st
2. Petar Simeonov 04, Regional Court electric shock instance
Todorov of Sofia, panel 26
------- ------------------------- --------------------- --------------------- ---------------- -----------------
78. Rumen Kostadinov Civil case Claim for BGN 2,500 Court of 1st
Grigorov No1184/04, Regional establishment of instance
Court of Sofia, facts for racial
panel 24 discrimination
------- ------------------------- --------------------- --------------------- ---------------- -----------------
79. Ivan Nikolov Ivanov Civil case Claim for BGN 6,330 Court of 1st
No3586/04, Regional establishment of instance
Court of Sofia, facts for corrected
panel 50 energy bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
80. Anelia Jordanova Civil case No2763/04, Claim for establishment BGN 893,13 Court of 1st
------- ------------------------- --------------------- --------------------- ---------------- -----------------
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------- ------------------------- --------------------- --------------------- ---------------- -----------------
Dimitrova Regional Court of of facts for instance
Sofia, panel 50 corrected energy
bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
81. "Dimitraka-P Apostolov" Civil case Claim for BGN 5,000 Court of 1st
ET No4148/04, Regional establishment of instance
Court of Sofia, facts for corrected
panel 47 energy bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
82. Nikolaj Petrov Civil case Labour dispute BGN 2,520 Court of 1st
Grantcharov No22876/03, Regional instance
Court of Sofia,
panel 74
------- ------------------------- --------------------- --------------------- ---------------- -----------------
83. "Marti 11 - Alexander Civil case Claim for BGN 1,883.18 Court of 1st
Assenov" ET No3921/04, Regional establishment of instance
Court of Sofia, facts for corrected
panel 49 energy bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
84. "TREP" OOD Civil case No576/04, Claim for BGN 23,969.92 Court of 1st
Sofia City Court, establishment of instance
division 4, panel 1 facts for corrected
energy bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
85. Petko Stoyanov Civil case Claim for BGN 16,000 Court of 1st
Gueorguiev No1104/04, Sofia establishment of instance
City Court, facts for corrected
division 1, panel 5 energy bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
86. "Karat-69"OOD Civil caseNo 488/2004 Claim for BGN 13,600 Court of 1st
Sofia City Court, establishment of instance
VI-4 facts for corrected
energy bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
87. Krassimir Mitev Civil case No Buy out of kiosk Court of 1st
5785/2004 Regional and power lines instance
Court of Sofia,
panel 45
------- ------------------------- --------------------- --------------------- ---------------- -----------------
88. Vladimir Iv. Georgiev Civil case No Buy out of equipment BGN 9,040 Court of 1st
5986/2004 instance
Regional Court of
Sofia - panel 42
------- ------------------------- --------------------- --------------------- ---------------- -----------------
89. Naiden Nikolov Civil case No 6043/04 Claim for BGN 1,821 Court of 1st
Regional Court of establishment of instance
Sofia, panel 29 facts for corrected
energy bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
90. Margarita Zaharieva Civil case No Claim for BGN 3,098 Court of 1st
6139/2004 establishment of instance
facts for corrected
energy bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
91. Nikolay Vukadinov Civil case No Claim for BGN 3,283 Court of 1st
6450/04 Regional establishment of instance
Court of Sofia, facts for corrected
panel 42 energy bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
92. Romil Bogoev Civil case No Claim for BGN 1,700 Court of 1st
4977/2004 establishment of instance
Regional Court of facts for corrected
Sofia, panel 43 energy bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
93. Dessisslava Dorosieva Civil case No Restoring electricity Court of 1st
6522/04 Regional supply instance
Court of
Sofia, panel 40
------- ------------------------- --------------------- --------------------- ---------------- -----------------
94. ET Bobison-Miho Hristov Civil case No Claim for BGN 4,223 Court of 1st
6322/04 Regional establishment of instance
Court of Sofia, facts for corrected
panel 46 energy bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
95. Metodi Popov Civil case No 6322/04 Claim for BGN 3,224 Court of 1st
Regional Court of establishment of instance
Sofia, panel 46 facts for corrected
energy bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
96. Snezhanka Petrunova Civil case No Claim for BGN 1,259 Court of 1st
8360/04 Regional establishment of instance
Court of Sofia, facts for corrected
panel 28 energy bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
97. Sava Ivanov Rachev Civil case No8720/04 Claim for BGN 3,313 Court of 1st
Regional Court of establishment of instance
Sofia, panel 41 facts for corrected
energy bills
------- ------------------------- --------------------- --------------------- ---------------- -----------------
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98. Georgi Metodiev Jugov Civil case No6545/04 Under the Law on BGN 250 Court of 1st
Regional Court of protection against instance
Sofia, panel 51 discrimination
---------- ------------------------- -- --------------------- -- --------------------- --- ------------------ -----------------
Part II: EDC Sofia Oblast EAD
-----------------------------
[Enlarge/Download Table]
------- ------------------------- --------------------- ----------------------------- ----------------------------
No Parties Type, No of court case, Legal ground Amount of the claim
Court name
------- ------------------------- --------------------- ----------------------------- ----------------------------
1 Simeon Iliev Mavrov Civil case No 2341/2003, Art. 344, para. 1, item 1, Principle of BGN
Sofia City Court 2, 3 of the Labour Code 6,084 and lawful
interests from
30th of July, 2002
------- ------------------------- --------------------- ----------------------------- ----------------------------
2 "Elprom Termo 97" AD Civil case No 125/2003, Appeal of an open procedure Undetermined claim
Sofia City Court for assignment of a public
offer under the
Public Procurement Act
------- ------------------------- --------------------- ----------------------------- ----------------------------
3 Hotel "Botevgrad" EAD Civil case No 384/2004 Claim for establishment of BGN 39,097.29
Sofia City Court lack of facts
------- ------------------------- --------------------- ----------------------------- ----------------------------
4 Svetoslav Momchilov Djeliov Administrative case No Claim for tacit refusal for -
1053/2003, Sofia City issuance of a objective and
Court fair recommendation
------- ------------------------- --------------------- ----------------------------- ----------------------------
5 Svetoslav Momchilov Djeliov Civil case No 1888/2004, Non-material and material BGN 6,000
Sofia City Court losses BGN 102.6
------- ------------------------- --------------------- ----------------------------- ----------------------------
6 Svoge Municipality Civil case No 278/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipments for the period interest of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- --------------------- ----------------------------- ----------------------------
7 Svoge Municipality Civil case No 279/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipments for the period interests of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- --------------------- ----------------------------- ----------------------------
8 Svoge Municipality Civil case No 280/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipment for the period interests of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- --------------------- ----------------------------- ----------------------------
9 Svoge Municipality Civil case No 281/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipments for the period interests of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- --------------------- ----------------------------- ----------------------------
10 Svoge Municipality Civil case No 282/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipments for the period interests of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- --------------------- ----------------------------- ----------------------------
11 Svoge Municipality Civil case No 291/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipments for the period interests of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- --------------------- ----------------------------- ----------------------------
12 Svoge Municipality Civil case No 284/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and interests
------- ------------------------- --------------------- ----------------------------- ----------------------------
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------- ------------------------- --------------------- ----------------------------- -----------------------------
equipments for the period of BGN 6,862.3
05, November 1998 - 05,
November 2003.
------- ------------------------- --------------------- ----------------------------- ----------------------------
13 Svoge Municipality Civil case No 285/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipments for the period interests of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- --------------------- ----------------------------- -----------------------------
14 Svoge Municipality Civil case No 286/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipments for the period interests of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- --------------------- ----------------------------- -----------------------------
15 Svoge Municipality Civil case No 287/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipments for the period interests of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- --------------------- ----------------------------- -----------------------------
16 Svoge Municipality Civil case No 288/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipments for the period interests of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- --------------------- ----------------------------- -----------------------------
17 Svoge Municipality Civil case No 289/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipments for the period interests of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- --------------------- ----------------------------- -----------------------------
18 Svoge Municipality Civil case No 283/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipments for the period interests of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- --------------------- ----------------------------- -----------------------------
19 Svoge Municipality Civil case No 290/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipments for the period interests of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- --------------------- ----------------------------- -----------------------------
20 Svoge Municipality Civil case No 301/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipments for the period interests of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- --------------------- ----------------------------- -----------------------------
21 Svoge Municipality Civil case No 292/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipments for the period interests of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- --------------------- ----------------------------- -----------------------------
22 Svoge Municipality Civil case No 294/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipments for the period interests of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- --------------------- ----------------------------- -----------------------------
23 Svoge Municipality Civil case No 295/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipments for the period interests of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- --------------------- ----------------------------- -----------------------------
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------- ------------------------- ------------------------- ----------------------------- -----------------------------
24 Svoge Municipality Civil case No 296/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipments for the period interests of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- ------------------------- ----------------------------- -----------------------------
25 Svoge Municipality Civil case No 297/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipments for the period interests of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- ------------------------- ----------------------------- -----------------------------
26 Svoge Municipality Civil case No 298/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipments for the period interests of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- ------------------------- ----------------------------- -----------------------------
27 Svoge Municipality Civil case No 293/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipments for the period interests of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- ------------------------- ----------------------------- -----------------------------
28 Svoge Municipality Civil case No 299/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipments for the period interests of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- ------------------------- ----------------------------- -----------------------------
29 Svoge Municipality Civil case No 300/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipments for the period interests of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- ------------------------- ----------------------------- -----------------------------
30 Svoge Municipality Civil case No 302/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipments for the period interests of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- ------------------------- ----------------------------- -----------------------------
31 Svoge Municipality Civil case No 303/2004, Claim for payment of rent Principle of BGN
Sofia City Court for kiosk and the installed 18,000 and
equipments for the period interests of BGN
05, November 1998 - 05, 6,862.3
November 2003.
------- ------------------------- ------------------------- ----------------------------- -----------------------------
32 Svetoslav Momcilov Djeliov Civil case No 15492/2003, Art. 193, para. 1 of the BGN 5,500 non
Regional Court of Sofia Labour Code material losses
and lawful
interests from 12,
December 2002
------- ------------------------- ------------------------- ----------------------------- -----------------------------
33 Svetoslav Momcilov Djeliov Civil case Art. 344, para. 1, item 1, BGN 2,400, lawful
No 16988/2003 2, 3 of the Labour Code interest, court
No 1492/2003 charges and
No 10430/2003, Regional collateral of BGN
Court of Sofia 600 according to
art. 221, para. 2 of the
Labour Code
------- ------------------------- ------------------------- ----------------------------- -----------------------------
34 Svetoslav Momcilov Djeliov Civil case No 251/2003 of Art. 213, para. 2 of the BGN 1,291.3
Regional Court of Labour Code compensation with
Blagoevgrad lawful interest
------- ------------------------- ------------------------- ----------------------------- -----------------------------
35 Svetla Draganova Dimitrova Civil case No 2479/2003, Art. 344, para 1, p. 1, 2, BGN 2,569.26 with
Supreme Cassation Court 3 of the Labour Code the lawful
interests from 14,
October 2002 and
court charges
------- ------------------------- ------------------------- ----------------------------- -----------------------------
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------- ------------------------- ------------------------- ------------------------ ------------------------
36 Margarita Dimitrova Civil case No 2486/2003, Art. 344, para 1, p. 1, 2, BGN 1,897.62 with
Petrevska Supreme Cassation Court 3 of the Labour Code the lawful
interest from 16,
December, 2002
and court charges
------- ------------------------- ------------------------- ------------------------ ------------------------
37 Zdravka Stoilova Toneva Civil case No 2687/2003, Art. 344, para 1, p. 1, 2, BGN 1,738.8 with
Supreme Cassation Court 3 of the Labour Code the lawful
interest from 14,
October 2002 and
court charges
------- ------------------------- ------------------------- ------------------------ ------------------------
38 Vassilka Grozdanova Civil case No 2692/2003, Art. 344, para 1, p. 1, 2, BGN 2,641.86 with
Najdenska Supreme Cassation Court 3 of the Labour Code the lawful
interest from 11,
October 2002 and
court charges
------- ------------------------- ------------------------- ------------------------ ------------------------
39 Lenka Jordanova Kostadinova Civil case No 2693/2003, Art. 344, para 1, p. 1, 2, BGN 2,686.74 with
Supreme Cassation Court 3 of the Labour Code the lawful
interests from 11,
October 2002 and
court charges
------- ------------------------- ------------------------- ------------------------ ------------------------
40 Rumen Tontzev Apostolov Civil case No 2928/2003, Art. 344, para 1, p. 1, 2, BGN 2,546.22 with
Supreme Cassation Court 3 of the Labour Code the lawful
interest from 11,
October 2002 and
court charges
------- ------------------------- ------------------------- ------------------------ ------------------------
41 Elena Momchilova Ilieva Civil case No 167/2003, Art. 344, para 1, p. 1, 2, BGN 2,561.94 with
Supreme Cassation Court 3 of the Labour Code the lawful
interest from 11,
October 2002 and
court charges
------- ------------------------- ------------------------- ------------------------ ------------------------
42 Elena Mitova 8/2003 Regional Court of Art. 60-64 of the Penalty BGN 9,982
Elin Pelin Procedural Act
------- ------------------------- ------------------------- ------------------------ ------------------------
43 Ana Krumova Chaprashnikova Administrative case Art.2, para 1 of the Law on Decision for
213/01 District Court of Compensation of Owners of compensation with
Kjustendil Expropriated Property Compensatory notes
in the amount of
BGN 86,784
------- ------------------------- ------------------------- ------------------------ ------------------------
44 Kostadinka Vassileva 515/01, regional Court Art.344, para 1,p.1,2 and 3 BGN 1,700
Milenkova of Dupnitza of the Labour Code, art.
225, p.1 of the Labour Code
------- ------------------------- ------------------------- ------------------------ ------------------------
45 Gueorgy Krumov Vaklev Civil case 983/01, Art. 79, para.1 of the Law BGN 3,500
Regional Court of on Obligation and Contracts
Kjustendil
------- ------------------------- ------------------------- ------------------------ ------------------------
46 Anastassia Alexandrova Civil case 967/02, Art.344, para.1, p.1,2 and BGN 1,383.26
Ilieva Regional Court of 3 of the Labour Code, art.
Kjustendil 225, para.1 of the Labour
Code
------- ------------------------- ------------------------- ------------------------ ------------------------
47 Vassilka Emilova Stoilova Civil case 1304/02, Art.344,para.1, item.1,2 BGN 1,646 /amounts
Regional Court of and 3 Labor Code, are paid /
Kjustendil art.225,para.1 frorm Labor
Code
------- ------------------------- ------------------------- ------------------------ ------------------------
48 Natalia Christova Civil case 822/02, Art.344,para.1, p.1,2 and 3 BGN 4,000
Gueorguieva regional Court of of the Labour Code, art.
Kjustendil 225, para.1 of the Labour
Code
------- ------------------------- ------------------------- ------------------------ ------------------------
49 Kiril Verguilov Christov Administrative case Art.117 of the Mandatory -
390/02, District Court of Social Security Code
------- ------------------------- ------------------------- ------------------------ ------------------------
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Kjustendil
------- ----------------------------- ------------------------- ------------------------------ ---------------------
50 Ekaterina Gueorguieva Administrative case Art.6, para. 6 of the Law -
Taushanova, Jordan Stoyanov 4437/02, Supreme Appeal on the Compensation of
Taushanov and Ana Krumova Court Owners of Nationalised Real
Chaprashnikova Estate
------- ----------------------------- ------------------------- ------------------------------ ---------------------
51 District Governor of Administrative case Art. 32, para. 2 of the Law -
Kjustendil 114/02, District Court on Administration and art.
of Kjustendil 14, para.2 of the Law on
the Municipality Property
and art. 21, 24 of the Law
on the Local Government and
Local Administration
------- ----------------------------- ------------------------- ------------------------------ ---------------------
52 Ivan Gueorguiev Angarev Civil case 54/03, Art. 344,para.1,p.1,2 and 3 BGN 3,000
Regional Court of of the Labour Code,
Kjustendil art.225, para.1 of the
Labour Code
------- ----------------------------- ------------------------- ------------------------------ ---------------------
53 Jordan Stoyanov Anichkin Civil case 504/02, Art.97, para.1 of the Civil BGN 798,20
Regional Court of Procedural Act
Kjustendil
------- ----------------------------- ------------------------- ------------------------------ ---------------------
54 Metodi Lubenov Belchinski Civil case 1347/02, Art. 344,para.1,p.1,2 and 3 BGN 3,869 /amounts
Regional Court of of the Labour Code, are paid/
Kjustendil art.225, para.1 of the
Labour Code
------- ----------------------------- ------------------------- ------------------------------ ---------------------
55 Gueorguy Kirilov Dimitrov Civil case 496/02, Art. 344,para.1,p.1,2 and 3 BGN 5,000
regional Court of of the Labour Code,
Kjustendil art.225, para.1 of the
Labour Code
------- ----------------------------- ------------------------- ------------------------------ ---------------------
56 Vassil Nikolov Slatinski Civil case 1335/02, Art. 344,para.1,p.1,2 and 3 BGN 1,568
Regional Court of of the Labour Code,
Dupnitza art.225, para.1 of the
Labour Code
------- ----------------------------- ------------------------- ------------------------------ ---------------------
57 Todor Ivanov Iliev Civil case 839/01, Art. 344,para.1,p.1,2 and 3 BGN 3,600
Regional Court of of the Labour Code,
Kjustendil art.225, para.1 of the
Labour Code
------- ----------------------------- ------------------------- ------------------------------ ---------------------
58 Todor Ivanov Iliev Civil case 1066/02, Art.45 of the Law on -
Regional Court of Obligation and Contracts
Kjustendil
------- ----------------------------- ------------------------- ------------------------------ ---------------------
59 Spasenka Dimitrova Kostova Civil case 446/03, Art. 344,para.1,p.1,2 and 3 BGN 2,300
Regional Court of of the Labour Code,
Kjustendil art.225, para.1 of the
Labour Code
------- ----------------------------- ------------------------- ------------------------------ ---------------------
60 Julia Lubomirova Alexandrova Civil case 755/02, Art. 344,para.1,p.1,2 and 3 BGN 2,358 /amounts
Regional Court of of the Labour Code, are paid/
Kjustendil art.225, para.1 of the
Labour Code
------- ----------------------------- ------------------------- ------------------------------ ---------------------
61 Koprinka Krumova Velichkova Civil case 1317/02, Art. 344,para.1,p.1,2 and 3 BGN 2,300 /
Regional Court of of the Labour Code, amounts are paid /
Kjustendil art.225, para.1 of the
Labour Code
------- ----------------------------- ------------------------- ------------------------------ ---------------------
62 Jordan Stephanov Mirchev Civil case 1382/01, Art. 127, para.2 and art.49 BGN 6,000
Regional Court of and.53 of the Law on
Kjustendil; civil case Obligation and Contracts
286/03, District Court
of Kjustendil
------- ----------------------------- ------------------------- ------------------------------ ---------------------
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63 Todor Ivanov Iliev Civil case 1641/01, Art.200 of the Labour Code BGN 10,000
regional Court of
Kjustendil
------- ----------------------------- ------------------------- ------------------------------ ---------------------
64 Kiril Stojchev Vassilev Civil case 1342/03, Art. 344,para.1,p.1,2 and 3 BGN 5,490
Regional Court of of the Labour Code,
Kjustendil art.225, para.1 of the
Labour Code
------- ----------------------------- ------------------------- ------------------------------ ---------------------
65 Borislav Assenov Djelepski Civil case 815/02, Art. 344,para.1,p.1,2 and 3 BGN 3,000
Regional Court of of the Labour Code,
Kjustendil art.225, para.1 of the
Labour Code
------- ----------------------------- ------------------------- ------------------------------ ---------------------
66 Stoya Alexandrova Velinova Civil case 1299/02, Art. 344,para.1,p.1,2 and 3 BGN 1,800 /amounts
Regional Court of of the Labour Code, are paid/
Kjustendil art.225, para.1 of the
Labour Code
------- ----------------------------- ------------------------- ------------------------------ ---------------------
67 Gocho Gueorguiev Djigrev Civil case 170/01, Art. 109 of the Ownership
and Assen Sokolov Regional Court of Act
Dupnitza
------- ----------------------------- ------------------------- ------------------------------ ---------------------
68 Ivan Pavlov Simeonov Administrative case Art.&11, para. 2 of the -
7504/03, Supreme Appeal Transitional Provisions of
Court the Law on Property and Use
of Agricultural Lands
------- ----------------------------- ------------------------- ------------------------------ ---------------------
69 Violeta Vassileva Gizdova Civil case.1147/03, Art.97 of the Civil BGN 8,797.11
Regional Court of Procedural Act
Kjustendil
------- ----------------------------- ------------------------- ------------------------------ ---------------------
70 Jordan Serafimov Peev Civil case 902/02, Art. 344,para.1,p.1,2 and 3 BGN 1,185
Regional Court of of the Labour Code,
Kjustendil art.225, para.1 of the
Labour Code
------- ----------------------------- ------------------------- ------------------------------ ---------------------
71 Galya Todorova Mitova Civil case 1300/02, Art. 344,para.1,p.1,2 and 3 BGN 2,283
Regional Court of of the Labour Code,
Kjustendil art.225, para.1 of the
Labour Code
------- ----------------------------- ------------------------- ------------------------------ ---------------------
72 Alexander Stanulov 3581/02, Sofia City Court Art. 344 of the Labour Code BGN 3,500 and the
lawful interests
and court charges
------- ----------------------------- ------------------------- ------------------------------ ---------------------
73 Ilia Iliev 1961/03, SAC Art. 50 of the Civil BGN 35,000
Procedural Act
------- ----------------------------- ------------------------- ------------------------------ ---------------------
74 Spaska Lobutova 2896/02 Supreme Court of Art. 344 of the Labour Code BGN 4,291.30,
Cassasion Decision pending
------- ----------------------------- ------------------------- ------------------------------ ---------------------
75 Bojana Vassileva 185/01, Sofia City Court Art.344 of the Labour Code BGN 2,580 and
lawful interest
and court charges
------- ----------------------------- ------------------------- ------------------------------ ---------------------
76 Kostadin Kostadinov 4428/01, Sofia City Court Art. 344 of the Labour Code BGN 4,032 and
lawful interest
and court charges
------- ----------------------------- ------------------------- ------------------------------ ---------------------
77 Dinka Ignatova 2625/02, Sofia City Court Art. 344 of the Labour Code BGN 2,400 and
lawful interest
and court charges
------- ----------------------------- ------------------------- ------------------------------ ---------------------
78 Valery Terzijski 5548/00, Regional Court Art. 12 of of the Law on BGN 7,200 and
of Sofia Obligation and Contracts lawful interest
and court charges
------- ----------------------------- ------------------------- ------------------------------ ---------------------
79 Heirs of Deyanka Bojilova 388/02, District Court Art. 50-52 of the Law on BGN 40,000 and
of Sofia Obligation and Contracts lawful interest
and court charges
------- ----------------------------- ------------------------- ------------------------------ ---------------------
80 Spaska Lobutova 8638/01, Regional Court Art. 357 of the Labour Court BGN 300 and court
of Sofia charges
------- ----------------------------- ------------------------- ------------------------------ ---------------------
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------- ----------------------------- ------------------------- ------------------------------ ---------------------
81 Nikolaj Nikolov 63/01, Regional Court of Court case of penalty BGN 4,058
Elin Pelin administrative character
------- ----------------------------- ------------------------- ------------------------------ ---------------------
82 Georgy Manolov Civil case 442/04 Sofia Art. 45 of the Law on BGN 1,480, Claim
District Court Obligation and Contracts sustained + BGN
800, Second
instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
83 Guerogy Todorov 29931/03, regional Court Art. 50 of the Law on BGN 7,800
of Elin Pelin Obligation and Contracts
------- ----------------------------- ------------------------- ------------------------------ ---------------------
84 Jordan Jordanov 10985/ Regional Court of Art. 325 of the Labour Code BGN 6,000
Sofia
------- ----------------------------- ------------------------- ------------------------------ ---------------------
85 "Mulin" SD 1332/02, Sofia City Court Art. 97 of the Civil BGN 19,870
Procedural Act
------- ----------------------------- ------------------------- ------------------------------ ---------------------
86 Ivan Boikin 466/03, Regional Court Art. 344 of the Labour Code BGN 2,800
of Botevgrad
------- ----------------------------- ------------------------- ------------------------------ ---------------------
87 Christo Petkov 332/03, Regional Court Penalty Procedural Act BGN 2,954.00
of Botevgrad
------- ----------------------------- ------------------------- ------------------------------ ---------------------
88 Emil Vassilev 188/03, Regional Court Art. 45 of the Law on BGN 2,000
of Slivnica Obligation and Contracts
------- ----------------------------- ------------------------- ------------------------------ ---------------------
89 Gueorgy Stefanov 2093/03, Regional Court Art. 45 of the Law on BGN 7,800
of Sofia Obligation and Contracts
------- ----------------------------- ------------------------- ------------------------------ ---------------------
90 "Ivender" ET 11547/03, Regional Art. 97 of the Civil BGN 2,648
Court of Sofia Procedural Act
------- ----------------------------- ------------------------- ------------------------------ ---------------------
91 Borislav Draganov 3334/04, Regional Court Art.55 of the Law on BGN 1,391.23
of Sofia Obligation and Contracts
------- ----------------------------- ------------------------- ------------------------------ ---------------------
92 Gueorgy Klestanov 4635/04, Regional Court Claim for establishment of BGN 955.45
of Sofia lack of facts
------- ----------------------------- ------------------------- ------------------------------ ---------------------
93 Institut for animal breeding 777/04, Sofia City Court Art.55 of the Law on BGN 29,036.70
Obligation and Contracts
------- ----------------------------- ------------------------- ------------------------------ ---------------------
94 Tzvetanka Krumova 1325/2001, Regional Art. 93 of the Ownership Act BGN 9,000
Stoyanova, Ciril Krumov Court of Pernik
Kostov and Vita Krumova
Manova
------- ----------------------------- ------------------------- ------------------------------ ---------------------
95 Gueorgy Simeonov Tarnev No 389/2004, Regional Art. 200 of the Labour Code BGN 20,000
Court of Pernik
------- ----------------------------- ------------------------- ------------------------------ ---------------------
96 Breznik Municipality 1057/2002, District Art. 97 para.(1) of the BGN 54,765
Court of Pernik Civil Procedural Act
------- ----------------------------- ------------------------- ------------------------------ ---------------------
97 Elincho Stoyanov Serdarov 318/2002, , District Art. 200 of the Labour Code BGN 14,000
Court of Pernik
------- ----------------------------- ------------------------- ------------------------------ ---------------------
98 Emil Lazarov Anakiev 1274/2002, Regional Art. 344 of the Labour Code BGN 6,500
Court of Pernik
------- ----------------------------- ------------------------- ------------------------------ ---------------------
99 Metodi Petrov Vassilev 1034/2002, Regional Art. 59 of the Law on BGN 8,000
Court of Pernik Obligation and Contracts
------- ----------------------------- ------------------------- ------------------------------ ---------------------
100 Nikolaj Iliev Milev 2043/2002, Regional Art. 344 of the Labour Code BGN 6,500
Court of Pernik
------- ----------------------------- ------------------------- ------------------------------ ---------------------
101 "Balkancar ZFI" AD, Breznik 1080/2002, District Art. 59 of the Law on BGN 12, 000
Court of Pernik Obligation and Contracts
------- ----------------------------- ------------------------- ------------------------------ ---------------------
102 "Jabliano" AD 2144/2001, Regional Art. 49 of the Law on BGN 16,717
Court of Pernik Obligation and Contracts
------- ----------------------------- ------------------------- ------------------------------ ---------------------
103 Simeon Gueorguiev Spasov 152/2004, Regional Art. 59 of the Law on BGN 400
Court of Pernik Obligation and Contracts
------- ----------------------------- ------------------------- ------------------------------ ---------------------
104 Simeon Gueorguiev Spasov 2160/2001, SAC Art. 59 of the Law on BGN 400
Obligation and Contracts
------- ----------------------------- ------------------------- ------------------------------ ---------------------
105 "Polia Dimitrova - Polding" 1068/2003, District Art. 97 of the Civil BGN 7,556
ET Court of Pernik Procedural Act
------- ----------------------------- ------------------------- ------------------------------ ---------------------
106 ZPK "Uspeh" , Kosharevo 119/2003, Regional Court Art. 97 of the Civil BGN 2,473
village of Pernik Procedural Act
------- ----------------------------- ------------------------- ------------------------------ ---------------------
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------- ----------------------------- ------------------------- ------------------------------ ---------------------
107 Bogomil Ivanov Slavcev 342/200, Regional Court Art. 97 of the Civil BGN 2,251
of Pernik Procedural Act
------- ----------------------------- ------------------------- ------------------------------ ---------------------
108 Kiril Christov Milev 501/2003, Regional Court Art. 49 of the Law on BGN 1,104
of Pernik Obligation and Contracts
------- ----------------------------- ------------------------- ------------------------------ ---------------------
109 Nikolaj Iliev Milev 39/2003, Regional Court Art. 344 of the Labour Code BGN 3,150
of Pernik
------- ----------------------------- ------------------------- ------------------------------ ---------------------
110 Nikolaj Iliev Milev 122/2003 Art. 344 of the Labour Code BGN 200
------- ----------------------------- ------------------------- ------------------------------ ---------------------
111 Radoslav Ninov Rajkov 747/2003, Regional Court Art. 97 of the Civil BGN 2,386
of Pernik Procedural
Act and art. 49 of the Law
on Obligation and Contracts
------- ----------------------------- ------------------------- ------------------------------ ---------------------
112 Stephan Ivanov Andreev 64/2003, Regional Court Art. 97 of the Civil BGN 154.20
of Pernik Procedural Act
------- ----------------------------- ------------------------- ------------------------------ ---------------------
113 Stephan Stoyanov Kostov 367/2003, Regional Court Art. 49 of the Law on BGN 2,350
of Pernik Obligation and Contracts
------- ----------------------------- ------------------------- ------------------------------ ---------------------
114 Borislav Jivkov Stamenov 274/2004, District Court Art. 49 of the Law on BGN 10,000
of Pernik Obligation and Contracts
------- ----------------------------- ------------------------- ------------------------------ ---------------------
115 "POLIPOST" AD and 651/2003 Art. 56 of the Public -
"Bulgarian Post" EAD Procurement Act
------- ----------------------------- ------------------------- ------------------------------ ---------------------
116 Dobri Kirilov Nikolov 1985/2003, Regional Art. 97 of the Civil BGN 1,635
Court of Pernik Procedural Act
------- ----------------------------- ------------------------- ------------------------------ ---------------------
117 Boris Kirilov Batalski 154/2004, District Court Art. 344 of the Labour Code BGN 2,000
of Pernil
------- ----------------------------- ------------------------- ------------------------------ ---------------------
118 Sashka Vassileva No 242/04, Regional Court Art. 344 of the Labour Code BGN 1,600
of Pernik
------- ----------------------------- ------------------------- ------------------------------ ---------------------
119 Daniel Evtimov No 239/04, Regional Court Art. 344 of the Labour Code BGN 2,400
of Pernik
------- ----------------------------- ------------------------- ------------------------------ ---------------------
120 Valentin Metodiev No 240/04 Art. 344 of the Labour Code BGN 2,400
------- ----------------------------- ------------------------- ------------------------------ ---------------------
121 Anastassia Kostadinova 758/04 Supreme Court of Art. 344 of the Labour Code BGN 2,532.60,
Arsova Cassasion third instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
122 Nadka Ilieva Kitanova 32/04 Supreme Court of Art. 344 of the Labour Code BGN 3,331.20,
Cassasion third instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
123 Maria Nikolova Vassileva 2570/03 Supreme Court of Art. 344 of the Labour Code BGN 1,641 third
Cassasion instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
124 Valentina Hadjieva 454/04 Supreme Court of Art. 344 of the Labour Code BGN 2,411 third
Cassasion instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
125 Gueorgy Strahilov Gracky 1117/04 Supreme Court of Art. 344 of the Labour Code BGN 5,599.80 third
Cassasion instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
126 Emilia Ilieva Popilieva No 917/2003, District Art. 344 of the Labour Code BGN 2,638.00
Court of Blagoevgrad
------- ----------------------------- ------------------------- ------------------------------ ---------------------
127 Dimitar Krumov Ivanov 515/04 Supreme Court of Art. 344 of the Labour Code BGN 2,500 third
Cassasion instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
128 Slavco Smilkov 1272/04 Supreme Court of Art. 344 of the Labour Code BGN 4,224.18 third
Cassasion instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
129 Luben Velinov Petrov 400/04 Blagoevgrad Art. 344 of the Labour Code BGN 2,763.12
District Court second instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
130 Viktor Smochevski 1194/04 Supreme Court of Art. 344 of the Labour Code BGN 1,280.22 third
Cassasion instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
131 Ekaterina Alexandrova No 1156/2002, Regional Art. 344 of the Labour Code BGN 2,700.00
Court of Blagoevgrad
------- ----------------------------- ------------------------- ------------------------------ ---------------------
132 Julieta Dumbanova No 1374/2002, Regional Art. 344 of the Labour Code BGN 1,923.54
Court of Blagoevgrad
------- ----------------------------- ------------------------- ------------------------------ ---------------------
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------- ----------------------------- ------------------------- ------------------------------ ---------------------
133 "Riko - Snejana Tuparova" ET No 639/2002, Regional Art.49 of the Law on BGN 3,000.00
Court of Blagoevgrad Obligations and Contracts
------- ----------------------------- ------------------------- ------------------------------ ---------------------
134 Elena Emilova Shishkova 2766/04 Supreme Court of Art. 344 of the Labour Code BGN 2,053 third
Cassasion instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
135 "Super plam el. Elena No 1170/2002, Regional Claim of findings -
Angova" ET Court of Blagoevgrad
------- ----------------------------- ------------------------- ------------------------------ ---------------------
136 Borislav Dimov Gueorguiev No 1273/2002, Regional Art. 344 of the Labour Code BGN 1,536.00
Court of Blagoevgrad
------- ----------------------------- ------------------------- ------------------------------ ---------------------
137 "Dimco Gueorguiev - Dig" ET No 1169/2002, Regional Art.97 of the Civil -
Court of Blagoevgrad Procedural Act
------- ----------------------------- ------------------------- ------------------------------ ---------------------
138 Ganka Lubenova Tuleva 3155/04 Supreme Court of Art. 344 of the Labour Code BGN 3,000 third
Cassasion instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
139 Guiorgi Ivanov Bojkov 3153/03 Supreme Court of Art. 344 of the Labour Code BGN 2,735 third
Cassasion instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
140 Emil Kostadinov Perov No 243/2003, Regional Art.59 of the Law on BGN 2,000.00
Court of Blagoevgrad Obligations and Contracts
------- ----------------------------- ------------------------- ------------------------------ ---------------------
141 Svetoslav Momcilov Djeliov No 1196/2003, District Art. 344 of the Labour Code BGN 907.00
Court of Blagoevgrad
------- ----------------------------- ------------------------- ------------------------------ ---------------------
142 Maria Mirceva Dimitrova 224/04 Supreme Court of Art. 344 of the Labour Code BGN 2,555 third
Cassasion instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
143 Alberto Vassilev Avedis 1538/04 Supreme Court of Art. 344 of the Labour Code BGN 2,000.00 third
Cassasion instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
144 "Orbel" AD 557/04 Regional Court of Claim of findings First instance,
Gotse Delchev decision pending-
------- ----------------------------- ------------------------- ------------------------------ ---------------------
145 Jivko nikolov Lazarov 1320/04 Supreme Court of Art. 344 of the Labour Code Third instance
Cassasion
------- ----------------------------- ------------------------- ------------------------------ ---------------------
146 Petko Krumov Olev No 113/2004, District Art.109 of the Ownership Act BGN 450 second
Court of Blagoevgrad instance-
------- ----------------------------- ------------------------- ------------------------------ ---------------------
147 Svetoslav Momcilov Djeliov No 251/2003, Regional Art.213 of the Labour Code -
Court of Blagoevgrad
------- ----------------------------- ------------------------- ------------------------------ ---------------------
148 "MAK TURS" AD No 1203/2003, Regional Claim of findings under -
Court of Blagoevgrad art. 97 of the Civil
Procedure code
------- ----------------------------- ------------------------- ------------------------------ ---------------------
149 Luben Iliev Gueorguiev No 718/2003, Regional Art. 109 of the Ownership -
Court of Blagoevgrad Act
------- ----------------------------- ------------------------- ------------------------------ ---------------------
150 Kostadin Petrov Stoilkov No 1007/2003, Regional Art. 344 of the Labour Code BGN 2,400.00
Court of Blagoevgrad
------- ----------------------------- ------------------------- ------------------------------ ---------------------
151 Vassil Christov Bahtarliev No 388/2003, Regional Art. 344 of the Labour Code BGN 1,878.00
Court of Blagoevgrad
------- ----------------------------- ------------------------- ------------------------------ ---------------------
152 Jordan Nikolov Balev No 632/2004, District Art. 344 of the Labour Code BGN 2,046 second
Court of Blagoevgrad instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
153 Franceska Gueorguieva No 631/2004, District Art. 344 of the Labour Code BGN 2,497.32
Pavlova Court of Blagoevgrad second instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
154 "Hliab I Hlebni Izdelia" No 1194/2003, Regional Art.45 of the Law on BGN 8,100.00
Court of Blagoevgrad Obligations and Contracts
------- ----------------------------- ------------------------- ------------------------------ ---------------------
155 Maxim Jivkov Radev No 879/2003, District Art.97 of the Civil
Court of Blagoevgrad Procedural Act
------- ----------------------------- ------------------------- ------------------------------ ---------------------
156 Boris Nikolov Smilenov No 698/2004, District Art. 344 of the Labour Code BGN 2,400 second
Court of Blagoevgrad instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
157 Angel Vesselinov Vaglarski No 1409/2004, Sofia Art.59 of the Law on BGN 1,300 first
Regional Court Obligations and Contracts instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
158 Sevda Bogdanova No 874/2002, District Art. 344 of the Labour Code BGN 2,155.86
Court of Blagoevgrad
------- ----------------------------- ------------------------- ------------------------------ ---------------------
159 Iskra Vojnova No 878/2002, District Art. 344 of the Labour Code BGN 3,100.86
Court of Blagoevgrad
------- ----------------------------- ------------------------- ------------------------------ ---------------------
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------- ----------------------------- ------------------------- ------------------------------ ---------------------
160 Ivailo Genchev No 1538/04 Supreme Court Art. 344 of the Labour Code BGN 2,500 third
of Cassasion instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
161 Liliana Ivanceva No 319/2003, District Art. 344 of the Labour Code BGN 6,990.00
Court of Blagoevgrad
------- ----------------------------- ------------------------- ------------------------------ ---------------------
162 Blagoj Simeonov Barzacki No 1248/2001, District Art. 344 of the Labour Code BGN 4,466.2
Court of Blagoevgrad
------- ----------------------------- ------------------------- ------------------------------ ---------------------
163 Emil Kostadinov Perov No 566/1995, Regional Art.97 of the Civil Claim for
Court of Blagoevgrad Procedural Act establishment of
facts
------- ----------------------------- ------------------------- ------------------------------ ---------------------
164 ET Kiril Borissov Civil case 14018/02 Art.97 Civil Procedure Code First instance
Sofia Regional Court
------- ----------------------------- ------------------------- ------------------------------ ---------------------
165 Angel Vaglarski Civil case 1409/04 Art.97 Civil Procedure Code First instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
166 Petar Petrov Civil case 3895/04 Sofia Art. 357 Labor Code First instance
Regional Court
------- ----------------------------- ------------------------- ------------------------------ ---------------------
167 Mihail Madjunov Civil case 202/04 Art.97 Civil Procedure Code BGN 7,502 First
instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
168 Krastjo Tzolov Civil case 191/04 Art. 344 Labor Code BGN 1,990 First
Etropole Regional Court instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
169 Kiril Ankov Civil case 183/04 Art. 49 Law on Obigations BGN 2,500 First
Regional court and Contracts instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
170 Bogomil Petrov Civil case 5435/04 Art. 79 Law on Obigations BGN 2,000 First
Pernik Regional Court and Contracts instance
------- ----------------------------- ------------------------- ------------------------------ ---------------------
171 Tzvetanka Ilcheva Civil case 1170/04 Art. 344 Labor Code BGN 2,548 First
Blagoevgrad Regional instance
Court
------- ----------------------------- ------------------------- ------------------------------ ---------------------
172 Verginia Mancheva Civil case 1171/04 Art. 344 Labor Code BGN 1,704 First
Blagoevgrad Regional instance
Court
------- ----------------------------- ------------------------- ------------------------------ ---------------------
173 Rokon Trade Plea Incoming No. 19774 No movement
------- ----------------------------- ------------------------- ------------------------------ ---------------------
174 Filkab Administrative case Law on Publc Procurement First instance
2808/04
------- ----------------------------- ------------------------- ------------------------------ ---------------------
175 Elkabel Co Administrative case Law on Publc Procurement First instance
2401/03
------- ----------------------------- ------------------------- ------------------------------ ---------------------
176 Dragoman el Administrative case Law on Publc Procurement First instance
2254/04
------- ----------------------------- ------------------------- ------------------------------ ---------------------
177 Integra Administrative case Law on Publc Procurement First instance
3594/04
------- ----------------------------- ------------------------- ------------------------------ ---------------------
178 Progress Komers Administrative case Law on Publc Procurement First instance
3142/04
------- ----------------------------- ------------------------- ------------------------------ ---------------------
Part III: EDC Pleven EAD
[Enlarge/Download Table]
------- ------------------------- --------------------- ----------------------------- ----------------------------
No Parties Type, No of court case, Legal ground Amount of claim
Court
------- ------------------------- --------------------- ----------------------------- ----------------------------
1 "Tihomir Yacin" ET Court case of penalty Appeal of a Punitive Order BGN 1,949
administrative
character No283/2004
scheduled for
30.11.2004 before the
District Court of Pleven
------- ------------------------- --------------------- ----------------------------- ----------------------------
2 Owners of Joint Civil case No 596/2003, Art. 108 of Ownership Act BGN 100
property in Block No District Court of Art. 109 of Ownership Act
8, "Mara Dencheva" Pleven. With decision No Art. 55 of the Law on
91 dated 07.10.2004 the
66
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residential district, demand of EDC Pleven Obligations and Contracts
bl. 8, for putting on hold the
decision No 389 dated
10.06.2004 issued in
respect of the civil case
No 596/2003 of District
Court of Pleven
------- ------------------------- --------------------- ----------------------------- ----------------------------
3 Rumianco Velichkov Civil case in Supreme Art.344, para.1, point 1,2 BGN 2,520
Krastev Cassation Court (not and 3 from Labour Code
scheduled)
------- ------------------------- --------------------- ----------------------------- ----------------------------
4 "Podempolimer" EOOD 41/2003 of the District Art. 79 of the Law on BGN 26,000
Court of Pleven. Obligations and Contracts
Pending in front of
VTAC - court case Civil
case No 399/2004. The
issuance of decision is
pending
------- ------------------------- --------------------- ----------------------------- ----------------------------
5 "Podempolimer" EOOD Civil case 2108/2004 of Claim for compensation for BGN 9,900
Regional Court of breach of a contractual
Pleven. Pendingin front agreement under contract
of the Regional Court for sell of electricity
of Pleven energy and use of a kiosk
without legal grounds
------- ------------------------- --------------------- ----------------------------- ----------------------------
6 "Pivi Compass" AD 16/2003 of District Claim for establishment of BGN 26,762
Court of Pleven. The facts Reimbursement of funds BGN 3,367.2
District Court of
Pleven has honoured the
claims. With decision
under civil court case
No 64/2004 VTAC has
fully revoked the
decions of the District
Court of Pleven. A
claim has been logged
with respect to the
decision of the VTAC.
The case is pending at
the Supreme Cassation
Court
------- ------------------------- --------------------- ----------------------------- ----------------------------
7 Veska Todorova Russeva Civil case 2375/2003 of Art. 357 from the Labour -
Regional Court of Code
Pleven. The first
instance decision has
been appealed in front
of the District Court
of Pleven, which has
confirmed the decision
of the Regional Court
of Pleven. The decision
is final and cannot be
appealed further. The
case has been
terminated with the
decision having entered
into force.
------- ------------------------- --------------------- ----------------------------- ----------------------------
8 Danail Gueorguiev Civil case 2375/2003 of Labour dispute BGN 6,343
Gueorguiev Regional Court of together with
Pleven, pending in front lawful interest
of the Regional Court of
Pleven.
------- ------------------------- --------------------- ----------------------------- ----------------------------
9 Sasho Christov Civil case 2723/2003 of Labour dispute Principle BGN
Radulovski Regional Court of 2,400 together
Pleven, pending in with lawful
front of the Regional interest
Court of Pleven.
------- ------------------------- --------------------- ----------------------------- ----------------------------
10 Yoto Dimitrov Dobrev Civil case 2879/2003 of Labour dispute Claim for
Regional Court of revocation of a
Pleven. The claims have dismissal and
been refuted at first reinstatement in
and second instances. former position
The period for logging
claim in front of the
Supreme Cassation Court
have not elapsed.
------- ------------------------- --------------------- ----------------------------- ----------------------------
11 Pavlina Ninova Simeonova Civil case 6/2004 of Labour dispute Claim for
Regional Court of revocation of a
Kneja. After
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contestation for local dismissal and reinstatement
suability, the court in former position
case is pending in
front of the Regional
Court of Pleven under No
847/2004, 1st civil
panel
------- ------------------------- --------------------- ----------------------------- ----------------------------
12 Danail Tzvetanov Civil case 16/2004 of Labour dispute Claim for
Kilogramski Regional Court of revocation of a
Kneja. After dismissal and reinstatement
contestation for local in former position
suability, the court
case is pending in front
of the Regional
Court of Pleven under No
84/2004, 1st civil panel
------- ------------------------- --------------------- ----------------------------- ----------------------------
13 Krasimir Blajev Kolev Civil case 234/2004 of Labour dispute BGN 2 592
Regional Court of together with
Pleven. A decision at interests
this instance is
pending.
------- ------------------------- --------------------- ----------------------------- ----------------------------
14 Galina Gueorguieva Civil case 388/2003 of Art. 344 of the Labour Code BGN 470
Petrova Regional Court of Lovec
------- ------------------------- --------------------- ----------------------------- ----------------------------
15 Nadka Peneva Valcheva Civil case 563/2004 of Art. 344 of the Labour Code BGN 585
Regional Court of Lovec
------- ------------------------- --------------------- ----------------------------- ----------------------------
16 Pelo Petkov Triphonov Civil case 607/2004 of Art. 344 of the Labour Code BGN 550
Regional Court of Lovec
------- ------------------------- --------------------- ----------------------------- ----------------------------
17 Stephan Ivanov Vetev Civil case 498/2004 of Art. 344 of the Labour Code BGN 7,126.92
Regional Court of Lovec
------- ------------------------- --------------------- ----------------------------- ----------------------------
18 Krassimir Aldinov Civil case 137/2004 of Art. 109 of the Ownership BGN 1,101
Aldinov Regional Court of Lovec Act
------- ------------------------- --------------------- ----------------------------- ----------------------------
19 Valentin Atanassov Kotov Civil case 95/2004 of Art. 109 of the Ownership Claim for moving
Regional Court of Act a 20 KV overhead
Teteven line
------- ------------------------- --------------------- ----------------------------- ----------------------------
20 "ViK" OOD Civil case 588/1999 of Legally unjustified BGN 167,609.92
Regional Court of Vratza enrichment; the claim has
been honoured, the
decions has been appealed
by EDC Pleven in front
of the Sofia Court of
Appeal (civil court
case No 1771/2001)
which has confirmed
the decision. This
decision has been
appealed in front
of the Supreme Cassation
Court (civil court
case No 1833/2002)
which has returned
the case for new
consideration by
another panel of
the Regional Court of
Vratza - civil court
case No 749/2003,
court hearing
scheduled for
25.11.2004
------- ------------------------- --------------------- ----------------------------- ----------------------------
21 Borovan Municipality Civil case 374/2001 of Claim for compensation for BGN 137,820
Regional Court of Vratza the exploitation without
legal grounds of kiosks
and the respective land;
the claim has been fully
revoked and the decision
has been appealed by the
plaintiff in front of the
Sofia Court of Appeal.
Subsequently, the
claim has been withdrawn
and the decision of the
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Regional Curt of Vratza has
entered into force.
------- ------------------------- --------------------- ----------------------------- ----------------------------
22 Kozloduj Municipality Civil case 609/2001 of Litigation for a rent of a BGN 57,393.87
Regional Court of Vratza premise. ; the claim has
been fully revoked and the
decision has been appealed
by the plaintiff in front
of the Sofia where no
hearing has been scheduled
yet
------- ------------------------- --------------------- ----------------------------- ----------------------------
23 Svetlinka Kancheva Civil case 2570/2000 of Labour dispute; the calim BGN 2,387.16 and
Regional Court of Vratza has been honoured at first court charges of
instance, but has been BGN 135.49
revoked at second instance
- Regional Court of Vratza
(civil court case No 1276 !
2001) for which reason the
plaintiff has appealed in
front of the Supreme
Cassation Court (civil
court case No 1931/2002)
where the decision of the
second instance has been
reconfirmed
------- ------------------------- --------------------- ----------------------------- ----------------------------
24 "Avtotrans-97" OOD Civil case 1265/2001 of Claim for removal of BGN 2,000
Regional Court of Vratza installed equipments and
compensation for missed
profits - art. 109 and
art. 82 of the Law on
Obligation and Contracts;
the claim has been fully
refuted and the plaintiff
has appealed the decision
in front of the Regional
Court of Vratza (civil
court case No 1004/2003)
which has confirmed the
decision; the decision
of the second instance
has been appealed in
front of the Supreme
Cassation Court but no
hearing has been scheduled
as of now
------- ------------------------- --------------------- ----------------------------- ----------------------------
25 Ivan Gueorguiev Ivanov Civil case 940/2002 of Claim for Legally BGN 330
Regional Court of Vratza unjustified enrichment -
art. 55 of the Law on
Obligation and Contracts;
the claim has been honoured
and the decision has been
appealed in front of the
Regional Court of Vratza
(civil court case No
726/2003) which has
confirmed this decision;
an appeal in front
of the Supreme Cassation
Court (civil court
case No 69/2004)
with latest hearing
on 27.10.2004 but no
decision as of now.
------- ------------------------- --------------------- ----------------------------- ----------------------------
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26 Plamen Nikolov Christov Civil case 934/2003 of Claim for Legally BGN 150.22
Regional Court of Vratza unjustified enrichment -
art. 55 of the Law on
Obligation and
Contracts; the
claim has been
honoured and the
decision has
entered into force.
------- ------------------------- --------------------- ----------------------------- ----------------------------
27 DA "State reserves and Civil case 1250/2002 of Claim for BGN 6,288.44
war-time inventory", Regional Court of Vratza Missing cables from DA
Council of Ministers "State reserves and
Sofia war-time inventory"; the
court case is currently
pending and has been
scheduled for 11.02.2005.
------- ------------------------- --------------------- ----------------------------- ----------------------------
28 Kozloduj Municipality Civil case 663/2003 of Claim for compensation for BGN 318,602.70
Regional Court of Vratza the use without legal
grounds of the land on
which kiosks are
located; the claim
has been fully refuted
and the plaintiff has
appealed the decision
in front of the Sofia
Court of Appeal (civil
court case No 1493/2004)
scheduled for 21.01.2005;
currently the Municipal
Council of Kozloduj
has taken the
decision to withdraw
the claim
------- ------------------------- --------------------- ----------------------------- ----------------------------
29 Leorita Tzenova Civil case 1478/2003 of Labour dispute for non paid BGN 1,195.41
Naidenova Regional Court of Vratza work remuneration and
compensation; the
claim has been
partially honoured
and the decision
has been appealed
in front of the
Regional Court of
Vratza (civil
court case No
643/2004) which
has confirmed
it; it has been
appealed in front
of the Supreme
Cassation Court
but no hearing
has been scheduled
as of now
------- ------------------------- --------------------- ----------------------------- ----------------------------
30 Pavlin Rebarkovski Civil case 198/2004 of Art. 108 of the Ownership Establishment of
Regional Court of Vratza Act and art. 59 of the Law the property
on Obligations and rights on a
Contracts; pending at this kiosk, situated
instance, next hearing on in the village of
24.11.2004. Tishevica
------- ------------------------- --------------------- ----------------------------- ----------------------------
31 "Septemvri" PC - Civil case 1575/2004 of Art. 97, para 1 of the Establishment of
Krivodol Regional Court of Vratza Civil Procedural Code and the property rights on a
art. 157 of the State kiosk, situated
Ownership Act; pending in the city of
at this instance; Krivodol
next hearing
on 17.11.2004
------- ------------------------- --------------------- ----------------------------- ----------------------------
32 RKS /presently OKS/, Civil case 528/1999 Claim for property rights -
Montana city (previous No 1064/1994) on tangible assets -
of Regional Court of buildings
Montana
------- ------------------------- --------------------- ----------------------------- ----------------------------
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33 Dimitar Lubenov Dimitrov Civil case 38/2003 of Art. 344, p. 1, 2, 3 of the BGN 2,853 with
the District Court of Labour Code the interests
Vratza from 25 Feb, 1998
------- ------------------------- --------------------- ----------------------------- ----------------------------
34 Krassimir Markov Savov Civil case 376/2000 of Art. 344, p. 1, 2, 3 of the BGN 2,700 with
the District Court of Labour Code the lawful
Montana interests from 16
of Feb, 2000
------- ------------------------- --------------------- ----------------------------- ----------------------------
35 Svetlin Lubenov Civil case 202/2003 of Art. 59 of the Law on Principle of BGN
the District Court of Obligations and Contracts 12,000 and
Montana interests of BGN
3,000
------- ------------------------- --------------------- ----------------------------- ----------------------------
36 Borislav Arsov Civil case 535/2003 of Art. 49 and art. 45 of the Claim of an
Trendafirov the District Court of Law on Obligations and amount paid, but
Montana Contracts not due
------- ------------------------- --------------------- ----------------------------- ----------------------------
37 Margarita Lozanova Civil case 566/2003 of Art. 49 and art. 45 of the BGN 600
the Regional Court of Law on Obligations and
Montana Contracts
------- ------------------------- --------------------- ----------------------------- ----------------------------
38 PKCMontana Civil case 477/2003 of Art. 108 of the Ownership Claim for
the Regional Court of Act property rights
Montana on a land
------- ------------------------- --------------------- ----------------------------- ----------------------------
39 Tzvetan Ilarionov Tzakov Civil case 276/2003 of Art. 225, para 1 of the BGN 2,504.22
the District Court of Labour Code and art. 344,
Vidin para 1,2,3 of the Labour
Code
------- ------------------------- --------------------- ----------------------------- ----------------------------
38 Nedialko Ivanov Najdenov Civil case 427/2003 of Art. 225, para 1 of the BGN 696.08
the District Court of Labour Code and art. 344,
Vidin para 1,2,3 of the Labour
Code
------- ------------------------- --------------------- ----------------------------- ----------------------------
39 Tzvetana Gueorguieva Civil case 590/2003 of Art. 97, para. 1 of the BGN 1,212.38
Pueva the Regional Court of Civil Procedural Code
Vidin
------- ------------------------- --------------------- ----------------------------- ----------------------------
40 Vladimir Tzvetkov Tzolov Civil case 242/2003 of Art. 97, para. 1 of the BGN 5,394.92
the Regional Court of Civil Procedural Code
Vidin (civil case No
9/2004 of District
Court of Vidin)
------- ------------------------- --------------------- ----------------------------- ----------------------------
41 Ivan Gueorguiev Ivanov Civil case 244/2003 of Art. 49 and art. 45 of the BGN 20,000
the Regional Court of Law on Obligations and
Vidin PC (civil case No Contracts
2147/2003 of Sofia
Appeal Court)
------- ------------------------- --------------------- ----------------------------- ----------------------------
42 Tzetzka Zlatkova Ivanova Civil case 424/2003 of Art. 225, para 1 of the BGN 2,612.4
District Court of Vidin Labour Code and art. 344,
para 1,2,3 of the Labour
Code
------- ------------------------- --------------------- ----------------------------- ----------------------------
43 Verco Tincev Assenov Civil case 602/2003 of Art. 225, para 1 of the BGN 2,650.32
District Court of Vidin Labour Code and art. 344,
para 1,2,3 of the Labour
Code
------- ------------------------- --------------------- ----------------------------- ----------------------------
44 Penka Parvanova Goranova Civil case 1042/2002 of Art. 225, para 1 of the BGN 2,082.90
District Court of Vidin Labour Code and art. 344,
para 1,2,3 of the Labour
Code
------- ------------------------- --------------------- ----------------------------- ----------------------------
45 Milka Slavcheva Civil case 638/2002 of Art. 225, para 1 of the BGN 1,482.78
Gueorguieva District Court of Vidin Labour Code and art. 344,
para 1,2,3 of the Labour
Code
------- ------------------------- --------------------- ----------------------------- ----------------------------
46 Valentina Mladenova Civil case 01879/2002 Art. 225, para 1 of the BGN 1,849.26
Nikolova Supreme Cassation Labour Code and art. 344,
Court. The court case para 1,2,3 of the Labour
has been terminated
wereby the
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------- ------------------------- --------------------- ----------------------------- ----------------------------
Supreme Cassation Court Code
has renoked the decision
of the Regional
Court of Vidin
------- ------------------------- --------------------- ----------------------------- ----------------------------
47 Rossica Damianova Ivkova Civil case 358/2004 of Art. 55 and art. 86 of the BGN 1,066.51
District Court of Law on Obligations and
Vidin. The court case Contracts
has been terminated
wereby the Supreme
Cassation Court has
maintained the decision
of the Regional Court
of Vidin
------- ------------------------- --------------------- ----------------------------- ----------------------------
48 "SERBI-Biser Emilov Civil case 361/2004 of Art. 45 of the Law on BGN 262.64
Borisov" ET Regional Court of Vidin Obligations and Contracts
------- ------------------------- --------------------- ----------------------------- ----------------------------
49 Ciril Mikov Liliv Civil case 63/2004 Art. 45 of the Law on Principle of BGN
KRC Obligations and Contracts 4,800 and
interests of BGN
200
------- ------------------------- --------------------- ----------------------------- ----------------------------
50 "Podempolimer" EOOD Civil case 97/2003 , Art. 79, art. 82 of the Law BGN 10,000
STAC. With decision on Obligations and
dated 04.03.2004 STAC Contracts and art. 216,
has revoked the first para. 2 of the Commercial
instance decision in Law; Art. 109 of the
the part under which Ownership Act
EDC Pleven has been
sentenced to pay
together with NEK the
amount of the
difference between BGN
5,222 and BGN 9,054.
The decision is pending
in front of the Supreme
Cassation Court
------- ------------------------- --------------------- ----------------------------- ----------------------------
51 Ivan Lenkov Stoyanov Civil court case No Art. 344 of the Labour Code Restitution at
2794/2004 PRC, 1st panel the position held
before dismissal
and compensation
of BGN 3,000 and
lawful interest
for remaining
without work
------- ------------------------- --------------------- ----------------------------- ----------------------------
52 Zlatna Panega Cement Court case No102/2004 of Refund of amounts paid but BGN 41,021.21 of
AD, city of Lovec the Regional Court of undue /legally unjustified which BGN
Pleven enrichment/ and interest 39,521.21
principal and BGN
1,500 interest
------- ------------------------- --------------------- ----------------------------- ----------------------------
53 Julian Gueorgiev Todorov Civil court case No Art. 344, para. 1, 2 and 3 BGN 2,500
2397/2004 of the of the Labour Cade; first
Regional Court of Vratza hearing on 22.11.2004
------- ------------------------- --------------------- ----------------------------- ----------------------------
54 Five heirs of Emil Civil court case No Art. 200, para. 1 and 2 of BGN 90,000
Andreev Gunovski 953/2004 of the the Labour Code; first
Regional Court of Vratza hearing on 16.12.2004
------- ------------------------- --------------------- ----------------------------- ----------------------------
55 Volodja Ivanov Iliev Civil court case No Art. 55 of the Law on BGN 3,095.64
647/2004 of the Obligations and Contracts. principal and BGN
Regional Court of Claim for legally 414.08 interest.
Vidin. The court case unjustified enrichment as a Expected outcome:
has been established in result of amount collected the Regional
October 2004. The case for damage following Court of Vidin to
is pending in front of correction of bill on the renoke entirely
the Regional Court of basis of punitive order for the claim as
Vidin whereby a hearing unlawful use of unjustified. It is
has been scheduled for electricity, the punitive
22.11.2004 order being subsequently
revoked being unproven
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------- ------------------------- --------------------- ----------------------------- ----------------------------
very likely the decision
to be appealed in
front of the
District Court of
Vidin. Time for
completion: up to
six months
------- ------------------------- --------------------- ----------------------------- ----------------------------
56 HIOPLAST OOD Court case of penalty Appeal against punitive BGN 8,980.6
administrative order
character No 280/2004 of
the Regional Court of
Berkovitza
------- ------------------------- --------------------- ----------------------------- ----------------------------
57 HIOPLAST OOD Civil court case No Art 55 of the Law of BGN 8,980.6
2041/2004 of the Obligations and Contracts -
Regional Court of legally unjustified
Montana enrichment
------- ------------------------- --------------------- ----------------------------- ----------------------------
58 Anka Dimitrova Ahmedova Civil court case Art 55 of the Law of BGN 304.18
No434/2004, Regional Obligations and Contracts -
Court of Lom legally unjustified
enrichment
------- ------------------------- --------------------- ----------------------------- ----------------------------
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Schedule 12.2.9
Permits, Approvals and Licences
Part I: EDC Stolichno EAD
[Enlarge/Download Table]
------------------------- ------------------------------------- ------------------- -----------
Type of license/permit Number and date of issuance of Issued by Term
license/permit
------------------------- ------------------------------------- ------------------- -----------
License for No E-135-07/13.08.2004 SCER 35 years
distribution of
electricity
------------------------- ------------------------------------- ------------------- -----------
License for public No E-135-11/13.08.2004 SCER 35 years
supply of electricity
------------------------- ------------------------------------- ------------------- -----------
License for No 120-00175/06.07.2000 Communications 12 years
construction, -amendment No 120-00175-01/26.10.2000 Regulation
maintenance and use of -amendment No 120-00175-02/14.12.2000 Commission
a separate mobile radio -amendment No 120-00175-03/12.04.2001
telephone network for
company's own needs
------------------------- ------------------------------------- ------------------- -----------
Part II: EDC Sofia Oblast EAD
[Enlarge/Download Table]
------------------------- ------------------------------- ---------------------------- -------------------
Type of license/permit Number and date of issuance Issued by Term
of license/permit
------------------------- ------------------------------- ---------------------------- -------------------
License for public No E- 136-11/13.08.2004 SCER 35 years
supply of electricity
------------------------- ------------------------------- ---------------------------- -------------------
License for No E -136-07/13.08.2004 SCER 35 years
distribution of
electricity
------------------------- ------------------------------- ---------------------------- -------------------
License for No 120 - 00174/06.07.2000 Communications Regulation 12 years
construction, Commission
maintenance and use of
a separate mobile radio
telephone network for
company's own needs
Amendment No. 120-00174- 12 years
Amendment No 120 - 01/26.10.2000
00174/06.07.2000
------------------------- ------------------------------- ---------------------------- -------------------
Part III: EDC Pleven EAD
[Enlarge/Download Table]
--------------------- ---------------------------------- ------------------------ --------------------
Type of Number and date of issuance of Issued by Term
license/permit license/permit
--------------------- ---------------------------------- ------------------------ --------------------
License for No E-137-07/13.08.2004 SCER 35 years
distribution of
electricity
--------------------- ---------------------------------- ------------------------ --------------------
License for public No E-137-11/13.08.2004 SCER 35 years
supply of
electricity
--------------------- ---------------------------------- ------------------------ --------------------
License for No 120-02870/22.04.2004 Communications 15 years
telecommunications Regulation
via a separate Commission
telecommunications
mobile network
--------------------- ---------------------------------- ------------------------ --------------------
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Schedule 12.2.10(a)
Disclosed Real Estate Claims
Part I: EDC Stolichno EAD
[Enlarge/Download Table]
------------------------------- ---------------------- --------------------------- ------------------------------
Claiming person Material interest Description of the real Stage of the proceedings
of the claim estate, subject to the
claim
------------------------------- ---------------------- --------------------------- ------------------------------
------------------------------- ---------------------- --------------------------- ------------------------------
Boris Kirilov Antonov, Recovered Real estate 1, 110 sq. Appeal by the EDC against
Sultana Petrova Antonova, ownership under m., part of estate area Order No -DA-09-530/18.10.2004
Nikolay Kirilov Antonov, Art. 2 of No 4, polygon 4, quarter 8, of the Mayor of Region
Velichka Angelova Maneva, Restitution of location Orion under the Vrabnitsa
Done Angelov Antonov, Tinka Nationalized Real plan of Sofia City dated PENDING
Doneva Antonova Property Act 1975.
------------------------------- ---------------------- --------------------------- ------------------------------
Angel Borisov Malinov Recovered ownership Yard at 71, Iskar Str. Rent contract with Omikron
where a kiosk of the EDC Firm, which purchased estate
is built on area 24.5 sq. by Mr. Malinov
m.
------------------------------- ---------------------- --------------------------- ------------------------------
Ema Dimitrova Krasteva Recovered Basement converted into Rent contract
ownership under kiosk, located on 33,
Restitution of Alabin Str.
Nationalized Real
Property Act
------------------------------- ---------------------- --------------------------- ------------------------------
Bulgarian Doctors' Union Claim for payment Kiosk, located at a shop No case initiated. No rent
of rent on a premises on 22, contract.
kiosk, which is Stamboliiski Str.
located onto shop
premises
------------------------------- ---------------------- --------------------------- ------------------------------
Elize OOD Recovered Part of estate on which a Negotiations for right of
ownership of a kiosk is built on 245, use of the location of the
real estate Slivnitsa Blvd. equipment
------------------------------- ---------------------- --------------------------- ------------------------------
Hristina Georgieva Koleva, 1. Recovered Real estate at Hadzi 1.Sofia City Court-Civil
Nikolay Tsvetanov Gueorguiev ownership under Dimitar, near Gintsi St., Case No 1333/02 - STOPPED 2.
and others - heirs to Gueorgi Ownership and Use under cadastral list 295, Sofia Regional Court -Civil
Kolev Ionchev of Agricultural with plan No 778, with area Case No 2911/03 - negative
Lands Act of 2,190 sq. m. claim of proof agianst the
heirs - decided in favor of EDC
2. Negative claim EDC
of proof by the EDC
------------------------------- ---------------------- --------------------------- ------------------------------
Agnelina Ognjanova Nedoklanova Recovered Real estate, representing No case initiated.
ownership under estate under plan .No
Ownership and Use 4389, cadastral list No 15,
of Agricultural location Pardishteto with
Lands Act area 1,500 sq. m. under
cadastral plan dated
1939, square 79
------------------------------- ---------------------- --------------------------- ------------------------------
Tzvetan Vesselinov Dimitrov. 1.Negative claim Real estate with area of 1.Sofia City Court-Civil
Nikolina Vesselinova of proof under 1,060 sq. m., estate Case No 8243/03-won at first
Krastanova, Katia Ivanova art. 97 of the No1211, identical with instance by the EDC.
Stefanova, Stoyanka Ivanova Civil Procedure estate No 4388, square 79, 2.Sofia Regional
Netovska, Gueorgi Stoyanov Code by the EDC location Pardishteto, Court-Civil Case 7544/03-
Geshev, Metodi Stoyanov that the heirs are Iskar Region claim under Art. 108 the
Geshev, Grigor Stoyanov Geshev not owners of the Ownership Act of the heirs -
real estate. The STOPPED.
tax valuation is
BGN 4,245.25 ea.
2. Under Art. 108
of the Ownership
Act by the owners
- case stopped
------------------------------- ---------------------- --------------------------- ------------------------------
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------------------------------- ---------------------- --------------------------- ------------------------------
"Mladost" RPC Compensation for Kiosk built in Case won at first instance,
premises, where Supermarket, located at decision appealed, PENDING
the kiosk is area II of square 21 under at second instance
located. Kiosk the plan of Sofia,
relocated. Mladost, Kiosk built into
a Supermarket, located at
sq. V, area
1 of the Sofia
plan
------------------------------- ---------------------- --------------------------- ------------------------------
Stefan Raikov Dasklov and By a Supreme Yard, representing an No case initiated. Rent
Svetla Raikova Daskalova Administrative estate area No1, square 1, contract.
Court decision, location (2)(2)(2) Industrial
ownership is Zone Orion /Shahovets/
recovered on a non
built area in the
yard of Zapad
Region
------------------------------- ---------------------- --------------------------- ------------------------------
Joint property on 15, Gerlovo Recovered Kiosk located at 15 No case initiated. Rent
Str. ownership under Gerlovo St., area of 20 contract.
Restitution of sq. m.
Nationalized Real
Property Act
------------------------------- ---------------------- --------------------------- ------------------------------
Part II: EDC Sofia Oblast EAD
[Enlarge/Download Table]
-------------------------- -------------------------------- ----------------------------- ------------------------------
Claiming person Material interest of the claim Description of the real Stage of the proceedings
estate, subject to the
claim
-------------------------- -------------------------------- ----------------------------- ------------------------------
MAK TOURS AD Claim of findings under Built-in kiosk, situated Hearing to be scheduled
Art.97 of the Civil Procedure at BOR Hotel in at the Blagoevgrad
Code, that the kiosk is owned Blagoevgrad Regional Court
by MAK TOURS AD
-------------------------- -------------------------------- ----------------------------- ------------------------------
Ana Chaprashnikova, Art.2, Para. 1 of Law on 1/2 Administrative Claim denied by the
Ekaterina Taushanova Compensation of Owners of Building of EDC Sofia previous instance
/In their capacity of Expropriated Property, Oblast, located in court. Decision pending
heirs/ pending at the Sofia Court of Dupnitsa by the Sofia Court of
Appeal Appeal
-------------------------- -------------------------------- ----------------------------- ------------------------------
Part III: EDC Pleven EAD
[Enlarge/Download Table]
-------------------------- ----------------------------- --------------------------- ------------------------------
Claiming person Material interest of the Description of the real Stage of the proceedings
claim estate, subject to the
claim
-------------------------- ----------------------------- --------------------------- ------------------------------
Joint property at Block No At first instance court, Based on Art.108 of the Pending at the Supreme Court
8, "Mara Dencheva" the plaintiff has waived Ownership Act, the claim of Cassation /not yet
residential district, the initially claimed rent. is for return of the scheduled/
Pleven At present a rent of BGN ownership and delivery
100 is claimed. of possession of the
premises, located at the
base floor of the block,
which is used by the EDC
as a kiosk. Based on
Art. 109 of the
Ownership Act, a
dismantling of the
equipment is requested.
-------------------------- ----------------------------- --------------------------- ------------------------------
"Septemvri" PC, Krivodol Claim based on Art. 97 of Kiosk located in Civil case No 1575/2004 First
the Civil Procedure Code Krividol, Vratza Region court hearing at the Regional
and Art. 157, Para. 1 of the Court is
-------------------------- ----------------------------- --------------------------- ------------------------------
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-------------------------- ----------------------------- --------------------------- ------------------------------
State Ownership Act as scheduled for 17.09.2004 in
the claim is for proving Vratza; pending at this instance;
the ownership over a kiosk next hearing scheduled for
in Krivodol, Vratza Region 17.11.2004
-------------------------- ----------------------------- --------------------------- ------------------------------
Pavlin Rebarkovski Claim based on Art. 108 of Kiosk located at Civil case No 198/2004 at
the Ownership Act and Art. Tishevitsa, Vratza Region Regional Court Vratza. First
59 of the Obligations and court hearing was held on
Contracts Act, as the case 17.03.2004, in which the
is for proving ownership trueness of the notary deed
over kiosk of the plaintiff was challenged.
The statement of claim was
entered into the Land Registry
at Regional Court Vratza;
pending at this instance --
next hearing scheduled for
24.11.2004
-------------------------- ----------------------------- --------------------------- ------------------------------
Kozloduj Municipality The claim is for The claim is for Civil case No 663/2003 at
compensation for the use compensation for the use Regional Court-Vratza, the
without legal ground by without legal ground by claim has been rejected
the EDC of the land on the EDC of the land on completely by the first
which kiosks are built; which 119 kiosks are instance, last hearing was on
value of the claim - BGN built 04.05.2004; the claim has
318,602.70 been fully refuted and the
plaintiff has appealed the
decision in front of the Sofia
Court of Appeal(civil court
case No 1493/2004) scheduled
for 21.01.2005; currently the
Municipal Council of Kozloduj
has taken the decision to with-
draw the claim
-------------------------- ----------------------------- --------------------------- ------------------------------
RKS /presently OKS/, As at 31.08.2004 the Real estate - Regional Court decided in
Montana city balance sheet value of the administrative building favor of the EDC. Case
assets is BGN 88,595.40 and garages where appealed before Supreme Court
technical region "town" of Cassation
is located, excluding
the land.
--------------------------- ----- ---------------------------- --- -------------------------- -------------------------------
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Schedule 13.4.2
Buyer's Power of Attorney
78
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Schedule 13.4.23
Buyer Funds Declaration
79
Dates Referenced Herein and Documents Incorporated By Reference Referenced-On Page
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