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Cez As · 20-F · For 12/31/04, On 7/15/05
Document 2 of 6 · EX-4.2 · Share Privatization Sale Agreement
This Exhibit was filed as "Text" and not "HTML".
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 ----------------------------
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 1
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 2
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. 3
"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. 4
"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. 5
"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. 6
"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; 7
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). 8
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 9
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: 10
(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 11
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 12
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 13
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 14
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); 15
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 16
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. 17
(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 18
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 19
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 20
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 21
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. 22
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). 23
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. 24
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 25
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 26
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. 27
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. 28
(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. 29
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. 30
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 31
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. 32
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. 33
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. 34
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. 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. 35
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 36
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. 37
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. 38
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 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. 44
45
Schedule 10.9 Net Worth Auditor Procedures 46
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] 47
Schedule 12.2.1 Information on the Companies 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 48
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. 49
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. 50
Schedule 12.2.8 Litigation or Arbitration Proceedings Part I: EDC Stolichno EAD ------- ------------------------- --------------------- --------------------- ---------------- ----------------- 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 51
------- ------------------------- --------------------- --------------------- ---------------- ----------------- 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 52
------- ------------------------- --------------------- --------------------- ---------------- ----------------- 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 ------- ------------------------- --------------------- --------------------- ---------------- ----------------- 53
------- ------------------------- --------------------- --------------------- ---------------- ----------------- 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 ------- ------------------------- --------------------- --------------------- ---------------- ----------------- 54
------- ------------------------- --------------------- --------------------- ---------------- ----------------- 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 ------- ------------------------- --------------------- --------------------- ---------------- ----------------- 55
------- ------------------------- --------------------- --------------------- ---------------- ----------------- 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 ------- ------------------------- --------------------- --------------------- ---------------- ----------------- 56
------- ------------------------- --------------------- --------------------- ---------------- ----------------- 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 ----------------------------- ------- ------------------------- --------------------- ----------------------------- ---------------------------- 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 ------- ------------------------- --------------------- ----------------------------- ---------------------------- 57
------- ------------------------- --------------------- ----------------------------- ----------------------------- 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. ------- ------------------------- --------------------- ----------------------------- ----------------------------- 58
------- ------------------------- ------------------------- ----------------------------- ----------------------------- 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 ------- ------------------------- ------------------------- ----------------------------- ----------------------------- 59
------- ------------------------- ------------------------- ------------------------ ------------------------ 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 ------- ------------------------- ------------------------- ------------------------ ------------------------ 60
------- ----------------------------- ------------------------- ------------------------------ --------------------- 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 ------- ----------------------------- ------------------------- ------------------------------ --------------------- 61
------- ----------------------------- ------------------------- ------------------------------ --------------------- 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 ------- ----------------------------- ------------------------- ------------------------------ --------------------- 62
------- ----------------------------- ------------------------- ------------------------------ --------------------- 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 ------- ----------------------------- ------------------------- ------------------------------ --------------------- 63
------- ----------------------------- ------------------------- ------------------------------ --------------------- 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 ------- ----------------------------- ------------------------- ------------------------------ --------------------- 64
------- ----------------------------- ------------------------- ------------------------------ --------------------- 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 ------- ----------------------------- ------------------------- ------------------------------ --------------------- 65
------- ----------------------------- ------------------------- ------------------------------ --------------------- 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 ------- ------------------------- --------------------- ----------------------------- ---------------------------- 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
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 67
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 68
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. ------- ------------------------- --------------------- ----------------------------- ---------------------------- 69
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 ------- ------------------------- --------------------- ----------------------------- ---------------------------- 70
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 71
------- ------------------------- --------------------- ----------------------------- ---------------------------- 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 72
------- ------------------------- --------------------- ----------------------------- ---------------------------- 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 ------- ------------------------- --------------------- ----------------------------- ---------------------------- 73
Schedule 12.2.9 Permits, Approvals and Licences Part I: EDC Stolichno EAD ------------------------- ------------------------------------- ------------------- ----------- 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 ------------------------- ------------------------------- ---------------------------- ------------------- 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 --------------------- ---------------------------------- ------------------------ -------------------- 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 --------------------- ---------------------------------- ------------------------ -------------------- 74
Schedule 12.2.10(a) Disclosed Real Estate Claims Part I: EDC Stolichno EAD ------------------------------- ---------------------- --------------------------- ------------------------------ 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 ------------------------------- ---------------------- --------------------------- ------------------------------ 75
------------------------------- ---------------------- --------------------------- ------------------------------ "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 -------------------------- -------------------------------- ----------------------------- ------------------------------ 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 -------------------------- ----------------------------- --------------------------- ------------------------------ 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 -------------------------- ----------------------------- --------------------------- ------------------------------ 76
-------------------------- ----------------------------- --------------------------- ------------------------------ 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. --------------------------- ----- ---------------------------- --- -------------------------- ------------------------------- 77
Schedule 13.4.2 Buyer`s Power of Attorney 78
Schedule 13.4.23 Buyer Funds Declaration 79
20-F · For 12/31/04, On 7/15/05
Document 2 of 6 · EX-4.2 · Share Privatization Sale Agreement
This Exhibit was filed as "Text" and not "HTML".
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 ----------------------------
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 1
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 2
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. 3
"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. 4
"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. 5
"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. 6
"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; 7
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). 8
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 9
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: 10
(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 11
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 12
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 13
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 14
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); 15
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 16
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. 17
(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 18
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 19
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 20
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 21
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. 22
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). 23
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. 24
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 25
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 26
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. 27
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. 28
(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. 29
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. 30
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 31
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. 32
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. 33
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. 34
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. 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. 35
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 36
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. 37
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. 38
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 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. 44
45
Schedule 10.9 Net Worth Auditor Procedures 46
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] 47
Schedule 12.2.1 Information on the Companies 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 48
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. 49
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. 50
Schedule 12.2.8 Litigation or Arbitration Proceedings Part I: EDC Stolichno EAD ------- ------------------------- --------------------- --------------------- ---------------- ----------------- 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 51
------- ------------------------- --------------------- --------------------- ---------------- ----------------- 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 52
------- ------------------------- --------------------- --------------------- ---------------- ----------------- 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 ------- ------------------------- --------------------- --------------------- ---------------- ----------------- 53
------- ------------------------- --------------------- --------------------- ---------------- ----------------- 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 ------- ------------------------- --------------------- --------------------- ---------------- ----------------- 54
------- ------------------------- --------------------- --------------------- ---------------- ----------------- 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 ------- ------------------------- --------------------- --------------------- ---------------- ----------------- 55
------- ------------------------- --------------------- --------------------- ---------------- ----------------- 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 ------- ------------------------- --------------------- --------------------- ---------------- ----------------- 56
------- ------------------------- --------------------- --------------------- ---------------- ----------------- 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 ----------------------------- ------- ------------------------- --------------------- ----------------------------- ---------------------------- 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 ------- ------------------------- --------------------- ----------------------------- ---------------------------- 57
------- ------------------------- --------------------- ----------------------------- ----------------------------- 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. ------- ------------------------- --------------------- ----------------------------- ----------------------------- 58
------- ------------------------- ------------------------- ----------------------------- ----------------------------- 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 ------- ------------------------- ------------------------- ----------------------------- ----------------------------- 59
------- ------------------------- ------------------------- ------------------------ ------------------------ 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 ------- ------------------------- ------------------------- ------------------------ ------------------------ 60
------- ----------------------------- ------------------------- ------------------------------ --------------------- 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 ------- ----------------------------- ------------------------- ------------------------------ --------------------- 61
------- ----------------------------- ------------------------- ------------------------------ --------------------- 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 ------- ----------------------------- ------------------------- ------------------------------ --------------------- 62
------- ----------------------------- ------------------------- ------------------------------ --------------------- 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 ------- ----------------------------- ------------------------- ------------------------------ --------------------- 63
------- ----------------------------- ------------------------- ------------------------------ --------------------- 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 ------- ----------------------------- ------------------------- ------------------------------ --------------------- 64
------- ----------------------------- ------------------------- ------------------------------ --------------------- 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 ------- ----------------------------- ------------------------- ------------------------------ --------------------- 65
------- ----------------------------- ------------------------- ------------------------------ --------------------- 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 ------- ------------------------- --------------------- ----------------------------- ---------------------------- 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
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 67
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 68
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. ------- ------------------------- --------------------- ----------------------------- ---------------------------- 69
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 ------- ------------------------- --------------------- ----------------------------- ---------------------------- 70
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 71
------- ------------------------- --------------------- ----------------------------- ---------------------------- 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 72
------- ------------------------- --------------------- ----------------------------- ---------------------------- 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 ------- ------------------------- --------------------- ----------------------------- ---------------------------- 73
Schedule 12.2.9 Permits, Approvals and Licences Part I: EDC Stolichno EAD ------------------------- ------------------------------------- ------------------- ----------- 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 ------------------------- ------------------------------- ---------------------------- ------------------- 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 --------------------- ---------------------------------- ------------------------ -------------------- 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 --------------------- ---------------------------------- ------------------------ -------------------- 74
Schedule 12.2.10(a) Disclosed Real Estate Claims Part I: EDC Stolichno EAD ------------------------------- ---------------------- --------------------------- ------------------------------ 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 ------------------------------- ---------------------- --------------------------- ------------------------------ 75
------------------------------- ---------------------- --------------------------- ------------------------------ "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 -------------------------- -------------------------------- ----------------------------- ------------------------------ 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 -------------------------- ----------------------------- --------------------------- ------------------------------ 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 -------------------------- ----------------------------- --------------------------- ------------------------------ 76
-------------------------- ----------------------------- --------------------------- ------------------------------ 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. --------------------------- ----- ---------------------------- --- -------------------------- ------------------------------- 77
Schedule 13.4.2 Buyer`s Power of Attorney 78
Schedule 13.4.23 Buyer Funds Declaration 79
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