Current report: RB 51/2009 Topic: Conclusion of agreement for acquisition significant value assets Date: 2009-09-25 Legal ground: Art. 56 sec.1 p. 2 Act on Public Offering – current and periodic information

Current report: RB 51/2009

Topic: Conclusion of agreement for acquisition significant value assets

Date: 2009-09-25
Legal ground: Art. 56 sec.1 p. 2 Act on Public Offering – current and periodic information

Message:

Acting on basis of § 7 of the Regulation of Ministry of Finance from February 19th, 2009 on current and periodic information published by issuers of securities and on conditions of recognition of information required by the law of a non-member country as equal (Dz. U. No 33 from February 28th, 2009, pos. 259), the Board of Chemoservis-Dwory S.A. („the Issuer”, „the Company”) informs about conclusion of agreement for acquisition of assets with significant value of 7.707 (seven thousand seven hundred and seven) shares with nominal value of PLN 670 (six hundred seventy) each and with total nominal value of PLN 5.163.690,00 (five million one hundred sixty three thousand six hundred ninety) of ZEN Sp. z o.o. ZakÅ‚ad Energetyczny with its registered office in Dabrowa Górnicza („ZEN Sp. z o.o.”). Acquired shares amounts to 89,99% of ZEN Sp. z o.o.’s share capital and authorize to execute 89,99% votes at General Partners Meeting of this company. Total purchase price for abovementioned assets was determined on PLN 3.329.740,77 (three million three hundred twenty nine thousand seven hundred forty zloty and seventy seven grosz). Registry value of acquired assets in the Issuer’s books will be determined for PLN 3.329.740,77 (three million three hundred twenty nine thousand seven hundred forty zloty and seventy seven grosz) (according to purchase price).
The Issuer’s Board informs that described assets were acquired due to conclusion of agreement for purchase of these assets with ArcelorMittal Poland S.A. with its registered office in DÄ…browa Górnicza, done on September 25th, 2009.

1)Indication of sides of agreement, upon which acquisition of assets by Chemoservis-Dwory S.A. was done:
Acquisition of assets of significant value was done due to agreement between Chemoservis-Dwory S.A. („Purchaser”) and ArcelorMittal Poland S.A. with its registered office in DÄ…browa Górnicza („Seller”).

2)Date and way of acquisition of assets of significant value:
The agreement was signed on September 25th, 2009. Acquisition of assets ensued due to notarial deed.

3)Basic description of assets of significant value acquired by Chemoservis-Dwory S.A.:
Acquired assets of significant value are 7.707 (seven thousand seven hundred and seven) shares of nominal value of PLN 670 (six hundred and seventy) each and of total nominal value of PLN 5.163.690,00 (five million one hundred sixty three thousand six hundred ninety) of ZEN Sp. z o.o. ZakÅ‚ad Energetyczny with its registered office in Dabrowa Górnicza („ZEN Sp. z o.o.”). Acquired shares amounts to 89,99% of ZEN Sp. z o.o.’s share capital and authorize to execute 89,99% votes at General Partners Meeting of this company.

4)Total price for all shares was determined on PLN 3.329.740,77 (three million three hundred twenty nine thousand seven hundred forty zloty and seventy seven grosz), which rounded amounts to PLN 432,04 (four hundred thirty two zloty and four grosz) per one share. Payment was divided in two instalments. First instalment of PLN 1.629.740,77 zł paid on the day of signing of agreement. Second instalment of PLN 1.700.00,00 will be paid until 31.12.2010.

5)Description of connections between the Issuer and its managing or supervising persons and with persons purchasing or selling assets and persons managing theses assets:
There are no connections between the Issuer and its managing or supervising persons and with persons selling described assets.

6)Criterion of recognition of assets as assets of significant value:
Criterion of recognition of assets as assets of significant value is exceeding of 10% of Chemoservis-Dwory S.A.’s revenues from sales for last four fiscal quarters as well as significant exceeding of 10% of the value of the Issuer’s share capital.

7)Source of assets’ financing:
Purchase was financed from the Issuer’s own resources.

8)Indication of the kind of economic activity, for which acquired assets were used before acquisition by Chemoservis-Dwory S.A.
ZEN Sp. z o.o. ZakÅ‚ad Energetyczny with its registered office in DÄ…browa Górnicza runs economic activity within maintenance of movement as well as repairs and assembling of electric installations. Additionally it performs researches and measurements of electric and electro-energetic networks with construction machinery services.
The Issuer plans to continue hitherto activity of ZEN Sp. z o.o. ZakÅ‚ad Energetyczny with its registered office in DÄ…browa Górnicza. In particular it plans to continue supplying services for ArcelorMittal Poland S.A. and to perform restructuration actions heading to increase of effectiveness of economic activity performed by ZEN Sp. z o.o.

9)Name of entity which shares are the subject of purchase, participation of these shares in this entity’s share capital, nominal value of assets and their character as the Issuer’s long- or short term capital deposit, and the Issuer’s participation in share capital and number of possessed votes at the general meeting of the entity which shares are the subject of purchase.
The subject of purchase is in total 7.707 (seven thousand seven hundred and seven) shares of nominal value of PLN 670 (six hundred and seventy) each and of total nominal value of PLN 5.163.690,00 (five million one hundred sixty three thousand six hundred ninety) of ZEN Sp. z o.o. ZakÅ‚ad Energetyczny with its registered office in Dabrowa Górnicza („ZEN Sp. z o.o.”). Acquired shares amounts to 89,99% of ZEN Sp. z o.o.’s share capital and authorize to execute 89,99% votes at General Partners Meeting of this company. The Issuer treats purchased shares as long term investment.
In oppinion of Chemoservis-Dwory S.A.’s Board purchase of assets of 89,9% share capital of ZEN Sp. z o.o. ZakÅ‚ad Energetyczny with its registered office in DÄ…browa Górnicza has strategic meaning for further the Issuer’s further development. The Issuer’s Board treats inclusion of SpóÅ‚ki ZEN Sp. z o.o. resources to Chemoservis-Dwory S.A. capital group as long term investment. Due to the scale of performed activity, hitherto experiences and achievements in realization of projects for big customers (in particular for ArcelorMittal Poland S.A.), inclusion of ZEN Sp. z o.o. to the Issuer’s Capital Group constitutes technological and competence supplement, for which the Issuer’s Board expects especially significant influence on the level of Chemoservis-Dwory S.A.’s consolidated revenues In the Issuer’s opinion purchase of described assets strengthens Chemoservis-Dwory S.A. business position, allowing broadening of portfolio of customers by new entities for which services will be supplied, in particular by entity of significant size: ArcelorMittal Poland S.A.

10)Description of the Issuer’s connections with selling entity:
There are no connections between the Issuer and its managing or supervising persons and with entity selling described assets.
Additionally the Issuer’s Board informs that after conclusion of above described transaction the Issuer will possess 100% shares in share capital of ZEN Sp. z o.o. ZakÅ‚ad Energetyczny with its registered office in DÄ…browa Górnicza, authorizing to 100% votes at the General Meeting of Partners. This is realization of earlier signalized Issuer’s intentions of acquisition of pointed entity.

Acquisition of shares described in this report is consequent realization of Chemoservis-Dwory S.A.’s strategy, which assumes building of Capital Group supplying movement maintenance services for entities from different branches, significant increase of revenues derived from supplied services and profitability of performed activity.