The Management Board of Mirbud S.A.(referred to as the „Issuer”) in relation to the Current report No. 15/2010 of 16th February 2010 informs that on 4th September 2010 „Conditional share purchase agreement” (hereinafter referred to as the „Agreement”) had been concluded with a notarial certificate by Mirbud S.A. (hereinafter referred to as the “Buyer”) with Shareholders (hereinafter referred to as the “Sellers”) of Roads and Bridges Construction Enterprise with its seat in Kobylarnia (hereinafter referred to as “RBCE”).

The Sellers own in total 3.154 (in words: three thousand one hundred fifty four) shares of RBCE constituting 78,77 per cent of seed capital of that Company, including „Major Sellers” who own 2.018 shares and „Minor Sellers” who own 1.136 shares.    

The Parties of the contract agreed upon:
-    Purchase price of shares („Basic price”) payable to all Sellers for the sale of 3,154 shares held by them of a face value of PLN 50 each amounts to PLN 37.994.002,00.
-    Basic price can increase by so called “Price increase” i.e. the amount not larger then PLN 7.004.344,00 under the condition that the Operating Profit for the years 2010 – 2013 will reach at least PLN 14.000.000,00 and the sum of profits for the years will be at least PLN 10.000.000,00.
-    Payment of the price for the shares attributable to each Seller will be made in the following manner:
a.    For the Minority Sellers till 30th September 2010
b.    For the Majority Sellers in two even instalments:
•    First instalment in the amount of half Basic price due to the Seller will be paid within 21 days from the date of fulfilment of the following circumstances:
1)    The Supervisory Board of the Company will appoint to the Management Board one person indicated by the Buyer,
2)    The Meeting of Shareholders of the Company will appoint to the Supervisory Board one person indicated by the Buyer,
3)    The decision of The President of Office of Competition and Consumer Protection becomes valid to consent to the acquisition of shares and taking control over the Company by the Buyer,
•    Second instalment in the amount of half Basic Price due to the Seller will be paid within 3 months from the day when the first instalment had been paid.
-    The Minority Sellers will reserve the ownership of their shares until the Basic price is paid by the Buyer for the shares, and the Majority Sellers will reserve that right until the first instalment of the Basic price for the shares have been paid by the Buyer,
-    The Buyer shall have the contractual right to terminate the Agreement, which can be carried out due to not obtaining the permission for the transaction from the Office for Competition and Consumer Protection in the period till 30th June 2011,
-    In the event of termination of the Contract by the Buyer, the Seller, excluding Minority Sellers, undertakes to pay back the Buyer the amount paid by him by way of a price for Shares,


The concluded contract does not reserve any contractual penalties or the possibility of redress.
Other provisions of the contract do not deviate from the typical rules of such agreements.
The base to recognize this Agreement as significant is the fact that its value exceeds 10 per cent of equity capital of Mirbud S.A.