Index of /enm/images/dokumen

(1)

The Sales Plan

of groups of asset components of

STOCZNIA GDYNIA

S.A.

Drawn

up

according

to the

rulings

of

Article

77

and

78 of

the

Act dated

19th December 2008 concerning

compensation proc6edings

in

undertakings

of

particular importance

for the

Polish

shipbuilding industry

(Journal of Laws 233, item 1569).

(2)

ll.

Sois tre6ci

l.

Introduction

On 6th January 2009, the Act of 19th December concerning compensation proceedings

of

particular importance for

the

Polish Shipbuilding industry (hereinafter referred

to

as

the ,,Act"), came into being. The Act is a detailed description of the rules, conditions and procedure of the compensation proceedings, the objective of which is the sale of assets

of

Stocznia Gdynia S.A.

(Gdynia Shipyard) (hereinafter referred

to

as

'Company",

"shipyard" or "shipyard"), in order to secure the claims of the Shipyard's creditors. The

Act

also

regulates

the

rules,

conditions

and procedure

of

protecting

the

rights

of

Shipyard employees.

In accordance with the content of the Act, the body supervising the initiation and course

of

the

compensation proceedings

is

the

State Treasury Minister,

who

is

also

responsible for appointing an observer, with the approval of the European Commission.

The observer is responsible for monitoring the process.

The

executive body,

in

accordance

with the Act, is the

Chairman

of the

Agency of

Industrial

Development

S.A.,

who among other things, initiates

the

compensation

proceedings,

appoints

a

Provisional Administrator,

confirms

the

sales plan

of

the

components

of

the

shipyard assets

and

issues

the

decision concerning

the

discontinuation or ending of the compensation proceedings.

On 6th

January 2009, due

to the

submitting of

the

motion concerning compensation

proceedings by

the

Shipyard the same day,

the

Chairman of the Agency

of

Industrial

Development

S.A,

issued

the

decision

concerning

the

Provisional Administrator of

Stocznia Gdynia S.A. (Gdynia Shipyard) and appointed Mr Roman Nojszewski.

In reply to the motion of Stocznia Gdynia S.A. (Gdynia Shipyard), in connection with the

compliance

of the

Shipyard

with all formal

requirements described

in the Act, on

7th

January

2009

the

Chairman

of

ARP S.A.

issued

a

decision concerning

the

compensation proceedings

in

relation

to

Stocznia Gdynia S.A. (Gdynia Shipyard), and at the same time, summoned an initial assembly of Shipyard Creditors. The subject of the deliberations was the selection of members for the Creditors' Committee as well as

the appointment of the Compensation Administrator. The decision also summoned the

Shipyard

creditors

to

submit liabilities

in

writing

to

the

Chairman

of the

Industrial

Development Agency S.A. no later than by 16th February 2009.

On

20th January 2009

an

initial assembly

of

Shipyard Creditors was held.

The

Creditors' Committee was chosen and

'Bud

Bank Leasing" Sp.

z

o.o.

company

was

appointed

as

the

Compensation

Administrator

of

Stocznia Gdynia

S.A.

(Gdynia

Shipyard)(hereinafter

refened

to as

the

'Compensation

Administrato/'

or

"compensation administrator").

In

accordance

with

the

Act, from

the

moment the

Compensation Administrator

was

appointed,

the

Board

of

Stocznia Gdynia

S.A.

(Gdynia Shipyard) lost the right to board the Shipyard and disposition of the Shipyard's property.

Following

the

decision

of

the

European Commission

and

in

accordance

with

the

regulations

of

the Act

concerning compensation

proceedings,

the

compensation

administrator, on

the

basis

of

entries in trade books, compiled

a

list of components of shipyard assets and conducted a valuation of these components in conditions of forced

(3)

ll.

SPis tre6ci

sale,inordertoprotecttheinterestsoftheShipyardcreditorsandemployeerights.The

property of the

shipi"ro,"

*

sold will

u" pr"r"nt"o

on an lnternet website' especially

designed

for

this

."r"".

The

documeriation reflecting

the

legal

state

of

each

componentofthepropertywi|luestoredseparatelyforeachgroupcomponentand

made avaitaure

to

lir

interesteo parties uv

ti"

"tproyees

of

the

shipyard'

All

parties

interested

wi'

be

given

the

possibility ot

uititing

and inspecting

the

shipyard property

, ;fjT::#r

Gdynia Shipyard,

in

accordance

with

resurations

of the Act'

shall be

sord

in the form of an

open,

tr"nrp"r"ntl'un"onon,on"l,

non-discriminatory' unlimited

tenderconductedin"o,npti"n.ewiththerulesoffaircompetition'Thetendershal|be

conducted

in

the form

of

tender with

th;

application

of the

lnternet website'

The

technical activities connected with the

"rn"",*t"

of the tender will be conducted by a

subject specialised in providing

.u"h ."riices,

possessing experience in the realization

oftendersforStateShareho|ding"o,no"n""'nuaranteeingthehigheststandardsoflT

security.

ln the

sales process,

tn"

prop"rtv'i ,n"

Shipyard

shall be

sold off

free

of

encumbrancesand-ctaimsofShipyardcreditors'inc|udingpreviousstateaidgivento

.

::""::il:::Til1.e

resurations of

Aficre

78 of the

Act

dated

leth

December 2008

concerning"o''"n,",,on-proceeoing"in,no".t"t.ingsofparticu|arimportanceforthe

Polishshipbuildingindustry(Journalotuaws'Rrtictezsg'point.1569the..Act,,),once

the

examination

of the fiiancial

report,

tne

compitation

of the

proiect

of

division of

Shipyardassetsintogroupsofcomponen""J*Lva|uationofthemarketvalueofthe

shipyard,s

""."r",'i"'.ompteteo

as

in

Article

76 item 1 of the Act' the

compensation Administrator

st,"it

compite

the sales

Pl;;:;;""er

no

later than within

2

months of

the initiation of compensation proceedings;

.

The sales Plan shallinclude:

1)AdescriptionofgroupsofassetcomponentsoftheShipyardsubjectto

sate;

2)Adetaileddescriptionoftheprocedureanddesignationoftimelimitsforthe

sale of particular groups of asset components of

the shipyard;

3)Apreliminaryestimateofcostsandexpensesconcerningtherealizationof

the sales Plan'

Detailsconcerningthecarryingoutofthesalesprocedureoftheassetcomponentsof

Stocznia Gdynia

s.A.

(Gdynia shipyard)are

o"i"rtin"o

by the regulations of the Act as

well as the records of this document':

Theimplementationoftheaboveprocedureshal|berea|izedinthefo||owingstages:

-issuingadecisionbytheChairmanoflndustria|Deve|opmentAgencyS.A.

concerningthesalesptan,wnicnshallincludeadetai|edprocedureofthe

tender'

-

the

realization

of the

statutory duty

of

publishing 'announcements

about

tendersinnationalandlocalpror,"noadditionallyplacingtheoffersin

other forms' including the Internet website'

- the two-stage tender offer' conducted by

the

Compensation Administrator' by

way

ot'in"

lnternet Website'

with

the

assistance

of

a

company

professionally specializing in organizing tenders'

- auction in cases indicated in the Act

(4)

ll.

Spis tre6ci _-_the_selection_of_{the most favourable offer}_by_the_{compensation administrator,}

- issuing a decision by the Chairman of the Industrial Development Agency S.A.

the case

of

group components including real estate assets, with reference

to which

the

Board of the Marine Port of Gdynia S.A. as well as

the

State

Treasury are entitled

to

preferential or pre-emptive rights

-

the conclusion

of

preliminary conditional agreements,

and

the

case

of

not

exercising preferential

or

pre-emptive

rights

by the

entitled

subjects,

concluding pledged agreements transferring

the

ownership

of

asset

components.

In

press advertisements, appropriate information concerning

non-negotiable

clauses shall

be

found. Such clauses,

including those

resulting

from

preferential

and

pre-emptive

rights

reserved

for the

State

Treasury and

the

Board

of

Marine

Port of

Gdynia S.A. shall be

found

in particular agreements.

In reference to

the

sold off groups

of

asset components, consisting

of

real

estate

having

inappropriate

access

to

public roads, and real estate through which

transmission

networks

run,

appropriate easements

shall be

established

-

enabling

the

maximum

possible

use

of

full,

technical infrastructure

of the

real

estate

by the

potential

purchasers.

The

sale

of

Stocznia Gdynia S.A. (Gdynia Shipyard)assets may

take

place

by

means of selling

off

divided groups

of

asset components and

may be

preceded by

the

lease of

the

assets

for a

limited

time

period.

The

date

of

ending

the

sales procedure shall be

established

by

the

European

Commission

by

31"t May 2009.

This

date may

be

prolonged by another 3 months if it is thought

to

be essential for the attainment of the proceedings' objectives, with the approval of the European Commission'

(5)

ll.

Spis tre6ci

ll.

Gontents

l.

Introduction...

...2

ll.

Contents

...s

lff.

Groups of Shipyard Assets Subject to

Sa|e...

...2

(A)Asset _{components subject}to sale located

in

S4rmbark, Stgzyca gmina, described

in

detail

below

_...23

(B) _{Asset components of the shipyard subject}_to_{sale constituting financial}_assets_{in the}_form

of

shares for the following

subjects:...

_...₂₃

(C)Other asset _{components of the shipyard subject}_to_sale_located_in_{Gdynia described}_in_detail below and divided into 6 subgroups

i.e.:...

_...26

lV. The detailed procedure and designation

of time limits for the

sale

of

particular groups of

asset

components of

the

shipyard...

...2g

V.

Attachments

...

...3S

Attachment no.

A

-

Map entifled

,,the

division

of

assets

of

stocznia Gdynia

s.A. (Gdynia Shipyard)" comprising land real estate constituting ownership of

ihe

State Treasury located on the site of the shipyard

in

(what is referred

to

in polish law as) perpetual usufruct of the

shipyard...

_...SS Attachment no. 1

-A

detailed listing of asset components constituting Group 1 (area 1)...36

Attachment no. 2

-A

detailed listing of asset components constituting Group 2 (area2)...37

Attachment no. 3 - A detailed listing of asset components constituting Group 3 (area 4)...33

Attachment no. 4

-

A _{detailed listing of asset components constituting Group 4 (area}_5)...39

Attachment no. 6 - A detailed listing of asset components constituting Group 6 (area T)) ....41

Attachment no. 7 - A detailed listing of asset components constituting Group 7 (area B)...42

Attachment

no. 9

-

A

detailed listing

of

asset components constituting Group

9

(area

10)

_...44 Attachment no. 10 - A detailed listing of asset components constituting Group 10 (area

11)

Attachment no. 12)

Attachment no. 13)

Attachment no. 14)

Attachment no. 15)

Attachment no. 16)

Attachment no. 17)

Attachment no. 18)

Attachment no. 1e)

Attachment no.

20)

11 - A detailed listing of asset components constituting Group 11 (area

12 -

A

detailed listing of asset components constituting Group 12 (area

il

.

1*il

i:::::

"

asset _{components constitutins Group}13 (area

14 -

A

detaited tistins

",

;r;",

;;;;;.";,.

;;;r;,;,;;;

;;;r;

;;;;";

tt

15 - A detailed listing of asset _{components constituting Group}15 (area

il

.

i

*ii:

i"::::

"

asset components constitutins Group 16 (area

17 - A detaited tistins

";

"""",

;";r**;;

;;;ro*r,

"n

o',.J;

;;";""

tt

il

1l*il:

i'::::::1:::::::T::l"ts

consritutins Group 18 (area

19 - A detailed listing of asset components

"on.o,u,'nn

;;;;";";

u'

45

46

47

49

50

52

(6)

Attachment no' 20 - A _{detailed listing of asset}_{components constituting}_Group

20

(area

21)

_...55

Attachment no. 21 -

A

_{detailed listing of asset}_{components constituting}_Group

2,1

(area

5A)

_...56

Attachment

no.22

- A _{detailed listing of asset}_{components constituting}_Group₂₂

(area

no'

6A)

...s7 Attachment no. 23 - A detaired risting of _{asset components constituting Group}_23...5g

Attachment no. 24

-

A detaired risting _{of asset components constituting Group}

37

_...

...59

(7)

lll.

Groups of Shipyard Assets Subject to

Sale

In accordance with Article 78 item 1 of the Act,

the

Compensation Administrator specified

the

following groups

of

shipyard assets subject

to

sale (the number

of

each group of

assets

corresponds

to

the tender numbers detailed

in

Chapter

lV

-

The

Detailed

Method

And

Designation

of

Time Limits Dates For

The Sale Of

Particular Groups Ot

Asset Gomponents of The Shipyard):

A. Shipyard assets subject to sale located

in

Gdynia described

in

detail below

and

divided into

22 areas

in accordance

with

the

map

found

in attachment

A of

this

document

Group

1

-

constitutes area No.1, which includes land located on

the

premises of Stocznia

Gdynia S.A. (Gdynia Shipyard), which is the property of the State Treasury and which is

on

(what

is

referred

to in

Polish Law

as)

'perpetual usufruct'

to

Stocznia Gdynia S.A.

(Gdynia Shipyard), and

for

which

the

District Court

in

Gdynia maintains

the

Land and

Mortgage Register No. KA/ 22785, having a surface area

of

130 201m2,

aswell

as 31

buifdings standing on said land, having a total area of

64

309.42m2, and

45

structures together with 1341 movables, all the separate property of Stocznia Gdynia S.A. (Gdynia

Shipyard) and included

in the

group, together

with a right of

percentage share

in

the

perpetual usufruct given

to

Stocznia Gdynia

S.A.

(Gdynia Shipyard)

on the

land

constituting internal roads.

.

The area which

constitutes Group

t

has been

outlined

in detail in

Aftachment 1

attached to this report.

Area No.1

-

Hull prefabrication zone.

.

This area - taking into consideration its location, existing buildings, production plant and equipment, employee facilities and access roads for the movement of materials

-

is

intended

for the

complete prefabrication

of

ship hulls and

the

prefabrication of other flat and spatial steel sections.

.

The

production process

is

based

on a

flow-line method (initial processing

of

steel

plate and

a

line

for the

prefabrication

of

flat

sections) and

on

a

cell

method

(machinery

for

thermal cufting

of

plate, machines

for forming

plates

and

profiles,

work

stations

for

initial prefabrication

of

hull elements,

work

stations

for

assembly

and welding of sections).

.

Overhead cranes (with

a

lifting capacity

of

up

to

120Mt), roller conveyors and self

propelled rail cars are used

for

the

transportation

of

materials

to

and

between

separate installations and workplaces.

.

The production processes carried out in this area include:

-

receiving and placement of feedstock into storage, initial processing of raw-steel

plates and profiles (mechanical stress relieving, cleaning, de-scaling and shot-blasting, if needed, hydrodynamic painting and drying),

-

thermal cutting of plates,

-

forming of plates and profiles,

-

fabrication of flat and composite spatial sections.

.

Characteristics of main buildings and technological installations:

(8)

Feedstock storage area

-

hard surfaced

with a

bearing capacity

of

up

to

13MUm2

and having

a

useable

area

of

14 590

m'.

The

storage

area

is

serviced

by

8#

overhead cranes (giving loading capacities of 8-16 Mt) with both magnetic and hook lifting gear which move on overpasses which create 4 passages for storing,

Line for initial preparation of feedstock (Gutmann descaling and shot blasting plant;

Via-Nova painting and drying plant), roller conveyors for transportation of materials. Maximum handling size of plates: 16 x 3.6 m, thickness up to 45 mm,

Plate cufting machinery (11 machines including autogenic cutters, plasma cutters

and

6

pantographs

for the

cutting

of

small

elements).

One

autogenic

cutter

has

triple nozzles

to

allow plate

to

be chamfered into "K". Plasma cutters are equipped

with dual

chamber water tables

that can be

connected

if the

need arises

to

burn

cuts

in

long sections

of

plate. Maximum sizes

of

plates

for

autogenic cutting: 16 x

3.6 m, up to a thickness of 150 mm. Maximum sizes of plates for plasma cutting: 25

x 3.6 m, up to a thickness

of

1Smm Plate and profile bending machinery:

-

rollers 2000Mt, rolling length 12.9 m

-

presses: 1000 Mt portal

press,700

Mt

jib press450 Mt,

bending press 350Mt, 700Mt frame press and 350Mt, 200Mt double sided hydraulic press.

-

equipment for the fabrication of welded T beams

Line for the prefabrication of stiffened flat sections up

to

16m in width with a stiffener depth of 110-350mm,

Workspaces (cells)

for the

fabrication

of

spatial

sections

-

situated

in

enclosed

production halls and on open assembly sites. These workspaces are placed under

overhead cranes

and on

hard-standing areas

with

a

maximum allowable bearing capacity of 10MVm2.

Main high capacity buildings: All main high capacity building structures have access

to

mains utilities

(electricity,

water, technical gases

-

oxygen,

acetylene, CO2,

compressed air and process steam).

obpCi

woirlng

Lengan

wuiniNumoii-

tiumoer

oi

rrlax

loading

Distance to

surface

i

of

bays

overhead

capacity

of

head of

area

cranes

":",r*"""0

1:inffi3,.iru"

height)

G-502

I bay

lm2l

61 00

193,7

31,7

tm1

21,9t12

22t16

tMq

t-l

t-1

lml lml

fffff

8350

G-08

13140

43,3

30,4

97

89,7:

97,6

73,11

G-06

8600

G-sos

*'

7120

120

100 194

128

10

8 3

'z

Gdynia: 11 march 2009

13

(9)

.

Facilities incorporated in Area No 1 include employee facilities - changing rooms

for

around 800 employees, canteens and administrative offices.

.

For

the

purpose

of

securing loan facilities and subject

to

an

agreement made on

18th December 2008 between Stocznia Gdynia S.A. (Gdynia Shipyard)

of

Gdynia

and Unitrans Sp. z o.o. of Gdynia, Stocznia Gdynia S.A. (Gdynia Shipyard) the title

to

the cranes

referred

to

below have been

transferred

to

Unitrans

Sp.

z

o.o.of

Gdynia:

Double girder overhead crane

with

hook lifting gear

(lnventory

number: 64600005500)

Tower crane

28

751100 (lnventory number: 64200007500).

.

In accordance with Article

5

of the Agreement to Transfer Title

to

secure said loan

facility, the transferred assets have remained in

the

possession of Stocznia Gdynia

S.A

(Gdynia Shipyard)

of

Gdynia

which

uses

them

on loan.

ln

accordance with

Article

3

item 1 of the

agreement

to

transfer

title

to

said

assets

to

secure loan

repayment

has taken effect

barring termination clause

which

means

that

should Stocznia Gdynia S.A. (Gdynia Shipyard) of Gdynia repay its debt on time, which has

been

secured

by the

agreement

the transfer of title shall

become

null

and void

without

any

need

for

the

parties

to

this

agreement

to

make

any

additional

representations. At the time of seftlement of its liabilities, which have been specified

in the

agreement made

on

18 December 2008,

by

Stocznia Gdynia

S.A

(Gdynia

Shipyard) in favour of Unitrans Sp.

z

o.o, the title of the above listed cranes will be

transferred back

to

Stocznia Gdynia S.A. (Gdynia Shipyard)

of

Gdynia without any

additional representation requiring

to

be

made

at the time

of

the

liabilities having been settled in full. The Compensation Administrator acting on its own behalf but for

Stocznia Gdynia S.A (Gdynia Shipyard) hereby

represents

that

the

Council

of

Creditors,

on

11 March 2009, passed

a

resolution

No

11l20og which approved the

Compensation Administrator's recommendation

to

settle

the

liabilities owed

to Unitrans Sp. z o.o. in the sum of PLN 1.070.800, in accordance with the above said

agreement dated 18 December 2008, by 13 March 2009. Hence when a successful

bidder enters

into a

contract

to

buy

Area

No.1,

the

above mentioned cranes will

become subject to that contract and title

to

them shall henceforth be transferred to the buyer.

Group

2

-

constitutes area No.2, wtrich includes land located on the premises of Stocznia

Gdynia S.A. (Gdynia Shipyard), which is

the

property of

the

State and held

in

(what is

referred

to in

Polish law as)

,,perpetual usufruct"

to

(Gdynia

Shipyard), and for which the District Court in Gdynia maintains the Land and Mortgage

Register No.

KW

22785, having

a

surface area

of

140 837

m',

as well as

5

buildings

standing

on

said land, having a total area

of 10

221.15m2, and 38 structures together

with

1545 movables,

all the

separate property

of

(Gdynia

Shipyard) and included in the group, together with the right to a percentage share in the

(what

is

referred

to in

Polish law as) perpetual usufruct given

to

Stocznia Gdynia S.A. (Gdynia Shipyard) on the land constituting internal roads.

.

The area which constitutes Group 2 is outlined in detail in Attachment 2 aftached to

this report.

Area No.2

-

Ship assembly zone:

(10)

Symbol

of

the

;antry crane Sp an

Lifting height

Iotal

liftinE

:apacity

\,lumber _o )ars

-ifting

capacitl

rf cars

Notes

lml lml iMq I Mq

Btl

15

3

70 | 000

-500

ll

-300

ilt - 300

)ead

field from

the

rxis-

6.3

[m]

fron

roth sides

.

The main production facility of Area no. 2 is a dry dock having dimensions of

380

x 70 m and the depth of 8 m, serviced by a 1000 Mt gantry crane having the following specification:

4# cranes with a lifting capacity: 150 -20Mt (lifting height 50 m),

Adjacent hard-surfaced assembly yards

with an

allowable bearing capacity

of

160 Mt/m2, are

-

depending on their location

-

serviced by dock gantry crane and dock cranes or analogue cranes with the lifting capacity 150

-

20 Mt.

There

is the

potential

to

subdivide

the dock in two

places

with the use

of

steel

barriers

(Ihe

shipyard do not have these barriers made)

The

whole

area has

full

access

to

mains utilities (electricity and water) as

well

as

oxygen, acetylene, CO2, compressed air and steam.

ln the building wtrich is located in Area No. 2 there are complete employee facilities

and administrative offices for supervisory staff. There is also a canteen with related supporting facilities.

For

the

purpose

of

securing

a

loan

facility

and subject

to an

agreement made on

18th December 2008 between Stocznia Gdynia S.A. (Gdynia Shipyard)

of

Gdynia

and Unitrans Sp.

z

o.o.

in

Gdynia, Stocznia Gdynia S.A. (Gdynia Shipyard) title to

the cranes referred to below have been transferred to Unitrans Sp. z o.o. of Gdynia:

-

Tower crane derrick (lnventory number: 64200002800),

-

Tower crane

derrick

(lnventory number: 64200002900),

.

In accordance with Article 5 of the agreement to transfer title to secure said

loan facility, the

transferred

assets have

remained

in

the

possession of

Stocznia Gdynia S.A (Gdynia Shipyard) which uses them

on

loan.

ln

accordance with Article

3 item 1

of

the

agreement

to

transfer

title to

said assets to secure loan repayment has taken effect barring termination clause

which means that should Stocznia Gdynia S.A. (Gdynia Shipyard) in Gdynia

repay its debt on time, which has been secured by the

agreement, the

transfer

of title

shall become

null

and void without need

for the

parties to

this

agreement

to

make

any

additional

representation.

At

the

time

of

settlement

of its

liabilities,

which have been

specified

in

the

agreement made on 18 December 2008, by Stocznia Gdynia S.A (Gdynia Shipyard) in

favour

of

Unitrans Sp.

z

o.o,

title

to

the

above listed cranes

will

be

transferred back

to

Stocznia

Gdynia S.A. (Gdynia

Shipyard)

of

Gdynia

without any additional representation having

to

be made at the time of the liabilities having been settled in full. The Compensation Administrator acting

on its own behalf but

acting

for

Stocznia Gdynia

S.A

(Gdynia Shipyard)

hereby represents that the Council of Creditors, on 11 March 2009, passed

a

resolution No 1112009 which approved

the

Compensation Administrator's

recommendation

to

settle

the

liabilities owed

to

Unitrans Sp.

z

o.o.

in

the

(11)

sum of PLN 1.070.800, in accordance with the above said agreement dated

18

December 2008,

by 13

March

2009.

Hence

when a

successful bidder

enters

into a

contract

to

buy

Area

No.2,

the

above mentioned cranes will

become subject

to

that contract and

title

to

them shall

henceforth be

transferred to the buyer.

.

For the

purpose

of

securing

a

loan

facility and

subject

to

an

agreement

made on 29th June 2001 between Stocznia Gdynia S.A. (Gdynia Shipyard)

of

Gdynia

and

Powszechny

Bank

Kredytowy

S.A. of

Warsaw (PBK S.A),

Stocznia Gdynia S.A. (Gdynia Shipyard) of Gdynia title to the goliath gantry

crane

referred

to

below

has

been

transferred

to

Powszechny

Bank

^*i*":ii;

"]r

""ne,

(r nventory Num ber: 646000 1 4400).

In an agreement made

on

15 June 2005 PBK S.A. transferred the debts of Stocznia Gdynia S.A. (Gdynia Shipyard) together with

all

securities

to

Ray Car Carriers with offices in Douglas, lsle of Man (RCC). On the basis of this agreement RCC took title, among other securities, to the crane referred to above.

r

In accordance with Article 5 item 2 of the agreement to

transfer

title

to

secure

said loan facility dated 29 June

2001

the

transferred

asset

has

remained

in

the

possession

of

Stocznia Gdynia

S.A.

(Gdynia

Shipyard) who, under the terms of the agreement, is authorized to use it for its

intended use. In accordance with Article 3 item 3 of the agreement made on 29

June 2001

to

transfer

title to

said asset

to

secure

loan

repayment has taken

effect barring termination clause which means that should Stocznia Gdynia S.A.

(Gdynia

Shipyard)

repay

its

debt

on time, which has been

secured

by

the

agreement, the transfer of title shall become null and void. At the time of settling its liabilities, in favour

of

Ray Car Carriers Limited, title to the crane listed above

will

be transferred back

to

Stocznia Gdynia S.A. (Gdynia Shipyard) without any

additional representations having

to

be made at the time of the liabilities having

been settled in full..

The

Compensation Administrator acting

on

its own behalf

but

acting

on

behalf

of

Stocznia

Gdynia

S.A

(Gdynia Shipyard),

hereby

represents that the Council of Creditors, on 11 March 2009, passed a resolution

No

11l20lg which

approved

the

Compensation

Administrator's

recommendation to settle the liabilities owed

to

Ray Car Carriers Limited. in the

sum

of

PLN 4.975.577.73

gr,

in

accordance

with the above said

agreement

dated

29

June 2001,

by

such date

as

shall constitute

the

closing date

for

bid

registering.

The

registration

of

bids is

to

be made in writing by

bidders and passed to the Compensation Administrator and this is a specific condition upon

which

bidders

are

allowed

to

participate

in

accordance

with

Article

82 of

the

Act..

Hence when

a

successful bidder enters into

a

contract

to

buy Area No.2,

the

above mentioned crane

will

become subject

to that

contract and title

to

it

shall henceforth be transferred to the buyer.

Group

3

-

constitutes Area No 4 which includes:

a.

the

right

to

(what

is

referred

to in

Polish law as) perpetual

usufruct given

to

Stocznia Gdynia S.A. (Gdynia Shipyard),

and for which the District Court

in

Gdynia maintains the

(12)

Land and Mortgage Register No.

KW

22785, having

a

surface

area

of

43.969

m'

as

well

as

14

structures

together with

46

movables

all

the

separate property

of

Stocznia

Gdynia S.A. (Gdynia

Shipyard)

and

inctuded in the group,

a share in

the

right

to

(what is referred to

in

Polish law as)

to

Stocznia Gdynia S.A. (Gdynia

Shipyard) on

the

land including dock No

Vll for

which the

District Court

in

Gdynia maintains

the

Land and Mortgage

Register No.

KW

22785, having

a

surface area

of

96.157

m'.

a share in

the

right

to

(what is referred

to in

Polish law as)

to

Stocznia Gdynia S.A. (Gdynia Shipyard) on the land constituting internal roads.

.

The area which constitutes Group 3 is outlined in detail in Attachment 3 attached to

this report

Area No.4 - Ship assembly zone

'

The main production facility of Area No.

4

is a dry dock with dimensions

of

240 m x

40 m and

depth

of 8 m,

which

is

serviced

by

a

500 Mt

gantry crane having the

following _{specification:}

4# cranes with lifting capacities: 80=10 Mt ((lifting height 40 m)

Adjacent hard-surface assembly yards having

an

allowable bearing capacity

of

13

Mt/mz,

and which are serviced by

a

dock gantry crane and dock

cranes. The equipment includes a traversable weather roof, jigs and assembly plates.

The whole area has

full

access to mains utilities (electricity and water) together with oxygen, acetylene, CO2, compressed air and process steam

For

the

purpose

of

securing

a

loan

facility

and subject

to an

agreement made on 18th December 2008 between Stocznia Gdynia

S.A.

(Gdynia Shipyard)

of

Gdynia

and

Unitrans

sp.

z

o.o. in

Gdynia,

title

to

the crane

referred

to

below

has

been

transferred to Unitrans Sp. z o.o.in Gdynia:

-

Electrically driven double girder overhead crane (lnventory number: 64600005200),

ln

accordance with Article 5 of the Agreement

to

Transfer Title

to

secure said loan

facility, the transferred assets have remained in the possession

of

Stocznia Gdynia

s.A

(Gdynia

shipyard)

of

Gdynia

which

uses

them

on

toan.

In

accordance with

Article

3

item 1 of the

agreement

to

transfer

title

to

said

assets

to

secure loan

b.

c.

Symbol of the gantry crane

Sp an

Lifting height

Totallifting

capacity

Number ol cars

Lifting capacity of cars

Notes

lml tml tMq t-1 tMtl

BI

45,

5

41 500 2 t- 250

lt - 250 auxiliary crane

-30

Dead field from the axis- 3

[m]from

both

sides

(13)

repayment

has taken effect

barring termination clause

which

means

that

should Stocznia Gdynia S.A. (Gdynia Shipyard) of Gdynia repay its debt on time, which has

been

secured

by the

agreement

the transfer of title shall

become

null

and void

without

any

need

for

the

parties

to

this

agreement

to

make

any

additional

representations. At the time of settlement of its liabilities, which have been specified

in the

agreement made

on

18th December 2008,

by

Stocznia Gdynia S.A (Gdynia

Shipyard)

in favour

of

Unitrans

Sp.

z

o.o,

title of the

above

listed

cranes

will

be

transferred back

to

of

Gdynia without any

additional representation requiring

to

be

made

at the time of the

liabilities having been settled in full. The Compensation Administrator acting on its own behalf but for

Stocznia Gdynia S.A

(Gdynia

Shipyard) hereby

represents

that

the

Council

of

Creditors,

on

11th March 2009, passed a resolution No 11/2009 which approved the

Compensation Administrator's recommendation

to

settle

the

liabilities owed

to Unitrans Sp.

z

o.o. in the sum of PLN 1.070.800, in accordance with the above said

agreement

dated

18

December 2008,

by

13th

March 2009. Hence when

a

successful bidder enters

into a

contract

to

buy Area

No.3,

the

above mentioned

cranes

will

become subject

to that

contract and

title to them

shall henceforth be transferred to the buyer.

Group

4

-

constituting area 5, which includes:

a.

The right

to

(what is referred

to in

Polish law as) perpetual

usufruct given

to

Stocznia Gdynia S.A. (Gdynia Shipyard),

and for which the District Court

in

Gdynia maintains the

KW

22785, having

a

surface area

of

26 660. m2 as

well

as

6

buildings with an

area

of

18

033.46 m2 together

with 9

structures

with

174 movables all the separate property of Stocznia Gdynia S.A. (Gdynia Shipyard) and included in the group,

b.

a share in

the

right

to

(what is referred

to

in Polish law as)

to

Stocznia Gdynia S.A. (Gdynia

Shipyard) on

the

land including

dock

No

Vll

for which the

District Court

in

Gdynia maintains

the

Land and Mortgage

Register

No. l(A/

22785, having

a

surface area

of 96

157 m2

c.

a share in

the

right

to

(what is referred

to in

Polish law as)

to

Stocznia Gdynia S.A. (Gdynia Shipyard) on the land constituting internal roads

.

The area which constitutes Group

4

is outlined in detail in Attachment 4 attached to

this report.

Area No.5

-

Prefabrication of ship fittings and pipe sections:

.

The main building situated in Area No. 5 is a production facility with

I

bays with the

following specifi cation:

)bjecl

Workin

g area Leng

th

Nidth Bay number

Number of overhead

cranes

Max lifting capacity of the

rverhead cranes

Distance to head of

overhead crane rail (working height)

[m']

lml lml t-1 t-I tMq lml

j

I

l

(14)

Ga-30 12600 10,3 137 8 13 30 8,94/5,97

.

Equipped

with basic

machines

for tooling metal:

guillotine shears, press brakes,

post and pillar

drills, welding stations. Each

bay of the

production

hall

has entry

gates at front and rear of the building.

.

The whole area has

full

access

to

mains utilities (electric and water) together with oxygen, acetylene, CO2, compressed air and process steam

.

There

is

comprehensive employee

facility

for

500 people as well as

offices for

supervisory

staff

in the

building.

There

is

also

a

canteen with related

support facilities.

Group

5

-

constituting area No 6, which includes:

a.

the right

to

(what

is

referred

to in

Polish law)

as

"perpetual

usufruct' given

to

Stocznia Gdynia S.A. (Gdynia Shipyard), and for which

the

District Court in Gdynia maintains the Land and Mortgage Register No. KA/ 22785 and KW 28075, having a

surface

area

of

69.030 m2 as

well

as

34

building

on said

land

with an

area of

38618.16

m2

and

19

structures

together

with

989 movables

all the

separate

property of Stocznia Gdynia S.A. (Gdynia Shipyard) and included in the group.

b.

a share in the right

to

(what is referred

to

in Polish law as) perpetual usufruct given

to

Stocznia Gdynia

S.A.

(Gdynia Shipyard)

on the

Vll for

which

the

District Court

in

Gdynia maintains

the

Land and Mortgage Register No. KrtU 22785, having a surface area

of

96.157 m2.

"

a share in the right

to

(what is referred to in Polish law as) perpetual usufruct given

to

on the land

including

dock

No

Vl for

which

the

District Court

in

Gdynia maintains

the

Land and Mortgage Register No. lQ

t

22785 and KW 28075, having a surface area

of

129 213 m2'

d.

a

share in the right

to

(what is referred to in Polish law as) perpetual usufruct given

to Stocznia Gdynia S.A. (Gdynia Shipyard) on the land constituting internal roads.

.

The area which constitutes Group 5 is outlined in detail in Attachment 5 attached to

this report.

Area No. 6

-

Ship fit-out zone:

.

The main production facilities in Area No.6 are two fit-out quays with a total length

of

950

m

and

an

average water depth

of 7,3 m

and

with

adjacent storage yards.

The

quays are

a

serviced

by

16+50

Mt

cranes (lifting height 42+50m).

The

quays are serviced by road transport, and one of them by a rail head.

.

Within

the

area there

is

a

light-fittings

prefabrication

yard

equipped with

the

necessary production equipment (guillotine shears, triple rollers, press brakes, post

and pillar drills, drills, etc) together with a two-storey facility for the prefabrication of

power, hydraulic and steering systems and preparation

of

machinery

for

on-board assembly.

.

Both production facilities are serviced by overhead cranes 15:5MG.

.

The whole

area

has

access

to

mains utilities (electricity and water) together Wth

oxygen, acetylene, compressed air and process steam.

.

A

two-storey warehouse located within

Area

no.6 allows deliveries

to be

received both by road and rail transport.

(15)

.

Buildings located within

Area

no.6 have

full

employee facilities

for

800 people and offices for supervisory staff. There is also a canteen with related support facilities.

Group

6

-

constituting area 7, which includes:

a.

The

right

to

land located

on

the

premises

of

(Gdynia

Shipyard), which is the property of the State and which is on (what is refened to as)

perpetual usufruct

to

Stocznia Gdynia

S.A.

(Gdynia Shipyard), and

for

which the

District Court in Gdynia maintains the Land and Mortgage Register No. 1(\A/ 22785,

having a surface area of

7

871m2, as well as

6

structures, all the separate property

of Stocznia Gdynia S.A. (Gdynia Shipyard) and included in the group'

b.

a

share in the right

to

(what is referred

to

Stocznia Gdynia

S.A.

(Gdynia Shipyard)

on the

Vll for

which

the

District Court

in

Gdynia maintains

the

l{I\t

22785, having a surface area of 96.157 m2.

c.

a share in

the

right to (what is referred to in Polish law as) perpetual usufruct given

to

Stocznia Gdynia

S.A.

(Gdynia Shipyard)

on the land

including

dock

No

Vl for

which

the

District Court

in

Gdynia maintains

the

KcI\t 22785 and

l(A/

28075, having a surface area

of

129'213 m2,

d.

a

share in

the

right

to

(what is referred

to

to Stocznia Gdynia S.A. (Gdynia Shipyard) on the land constituting internal roads.

The area which constitutes Group 6 is outlined in detail in Attachment 6 attached to this

report.

Area No. 7

-

Spatial structures prefabrication zone

An

open, surfaced lot serviced on each side of the quay with 50mt cranes and

optionally

by

a

floating

crane.

The zone has

full

access

to

electrical

infrastructure

outside of the permanent COz installation.

In accordance with the agreement to transfer of title

to

secure loan repayment

dated December 18th 2008, entered into

by

Stocznia Gdynia S.A. (Gdynia Shipyard) in

Gdynia and by Unitrans Sp.

z

o.o. of Gdynia

-

Stocznia Gdynia S.A. (Gdynia Shipyard) has transferred the title to the following overhead cranes to Unitrans Sp. z o'o.:

-

electrically powered double-girder crane (inventory no. 64600005000)

In

accordance with Article

5

of

the

agreement

to

transfer

the

title

to

secure a

loan repayment, the transferred assets have remained under the ownership of Stocznia

Gdynia S.A.

(Gdynia Shypyard)

of

Gdynia,

who are

using

them

on

a

lend

basis. ln

accordance

with

Article 3 item 1 of the agreement to transfer the title

to

secure a loan

repayment,

the transfer

of

title

to

the above said assents has taken effect

barring

termination clause which means that should Stocznia Gdynia S.A. (Gdynia Shipyard) of

Gdynia repay its debt on time, which has been secured by

the

agreement, the transfer

of title

shall

become

null and void without any further need

for

the

parties

to

this

agreement to make any additional representations. At the time of settling of its liabilities,

which have

been specified

in the

agreement

to

transfer

title dated

December lEth of

2008,

by

Stocznia Gdynia S.A. (Gdynia Shipyard) in

favor of

Unitrans Sp.

z o'o'

, the

title to the

above listed overhead cranes shall be transferred back

to

Stocznia Gdynia

(16)

S.A.

(Gdynia Shipyard)

of

Gdynia, without any additional representations having

to

be

made

-

at

the time

of the

liabilities

having been settled

in

full. The

Receivership

Administrator, acting

on its own

behalf,

but

acting

for

Stocznia Gdynia

S.A.

(Gdynia

Shipyard), hereby represents that the Council of Creditors, on March 11th of 2009 have

adopted

a

Motion

No.

11/2009

which approved

the

Compensation Administrator's

recommendation to settle the liabilities owed to Unitrans Sp. z o.o. in the amount of PLN

1 070

800,

in

accordance

with

the

above

said

agreement

to

transfer

title

dated

December 18th

of

2008,

by

March 13th

of

2009. Hence when

a

bidder enters into the

contract

to

buy Area

7,

the above

mentioned

overhead cranes shall also

become

subject to that contract and the title to them shall be henceforth transferred to the buyer.

Group

7

-

comprising area 8, which includes:

a.

the

right

to

a

(what

is

referred

to in

Polish law

as)

perpetual usufruct

held

by

to

land

as

maintained

in a

Mortgage and Land Register no.

l(A/

22785, by the Gdynia District Court, of surface area of 31916 m2 and to 19 buildings found on the land, of a total area of

27

522

32

m2,as well as

to

8 structures and 314 movables that are a part of the group, all separate property

of Stocznia Gdynia S.A. (Gdynia Shipyard).

b.

stake in the right

to

(what is referred

to in

Polish law as) perpetual usufruct held by

Stocznia Gdynia S.A.

to

land

including

the wet dock no

Vl

as

maintained

in

a

Mortgage and Land Register by

the

Gdynia District Court

no.

|i('IU ₂₂₇₈₅_and_KW 28075, of a total surface area

of

129 213 m2.

c.

stake in

the

right

to

(what is referred to

in

Polish law as) perpetual usufruct held by Stocznia Gdynia S.A. (Gdynia Shipyard) to land constituting internal roads.

.

The area comprising Group 7 has been outlined in detail in Attachment 7 to this report.

Area No. 8

-

Spatial sections and hardware prefabrication zone

.

Includes both

manufacturing warehouses,

the

most basic ones

of

wttich

possess the following parameters:

Object Working surface

area

Length

width

Number of bays

Number of

overhead cranes

Max. hoisting capacity

of

overhead crane

Distance to head of crane

rail

lm'l

lml [m] t-l I-I lmtl lml

Ga-16 2540 74.4 43.4 2 3 12 7.3

G-2028 2170 74.1 36.6 1 5 32 12.7

(17)

-

as well as open assembly stands with access to quay

-

Open zone

-

equipped with jigs and assembly plates serviced by 7mt crane

and

-

if

needed

-

by a floating crane.

-

The whole zone has

access

to

power

infrastructure (electricity,

water,

oxygen,

acetylene, compressed air, process steam).

Group

8

-

constitutes area No. 9, which includes land located on the premises of Stocznia

Gdynia S.A. (Gdynia Shipyard), which is property of

the

State, held

in

(what is referred

to in

Polish

law as)

to

Stocznia

Gdynia S.A.

(Gdynia Shipyard),

and

for which

the

District Court

in

Gdynia maintains

the

Land and Mortgage Register

no. KW

227E5

and l(A/

35886,

of

surface area

of

34186m2,

as well as 30

buildings

standing on

the

said land,

of

a total area

of

30366.06m2, and 27 structures along with

2907 movables,

all the

separate property

of

Stocznia Gdynia S.A. (Gdynia Shipyard) and included in the group, together with a percentage share in the (what is referred to in

Polish law as) perpetual usufruct given

to

Stocznia Gdynia S.A. (Gdynia Shipyard) on

the land constituting internal roads.

.

The area which

constitutes

Group

I

has been outlined

in

detail in

Attachment 8

attached with this report.

Area No. 9

-

Warehouse Services and Administration Zone

-

Includes permanent warehouse bays (including a warehouse bay

for

high storage) as well as 6 and 1O-storey office buildings.

-

In the zone there

is

a

vehicle weighing

scale 60 mt, fully

monitored,

one of

the

1 1gkv substations and a fresh water well.

A

spare compressor room is also located

here.

Group

9- constitutes area No. 10, which includes land located on the premises of Stocznia

Gdynia S.A. (Gdynia Shipyard), which is property of

the

State, held

in

(what is referred

to in

Polish

law

as) ,,perpetual usufruct"

to

Stocznia

Gdynia S.A.

(Gdynia Shipyard)'

and

for which

the

District Court

in

Gdynia maintains

the

Land and Mortgage Register

no. l(\A/

22785

and

KA/

gg284,

of

_surface

area

of

_9722m2,

as well as

2

buildings

standing

on the

said land,

of a

total area

of

1351.9m2, and

4

structures along

with

2

movables,

all the

separate property

of

Stocznia Gdynia

S.A.

(Gdynia Shipyard) and included in the group.

.

The area wtrich constitutes Group

t

has been outlined in detail in Attachment 9 aftached

with this report.

Area No. 10 - Spatial sections prefabrication zone

Located outside

of the

confined perimeters

of the

Shipyard,

includes

an

open

manufacturing yard, serviced by

a

10 mt overhead crane. Fitted with jigs; does not possess a permanent industrial gases and compressed air systems.

(18)

Group

10

-

constitutes

area No. 11, which

includes

land located on

the

premises of

Stocznia Gdynia S.A. (Gdynia Shipyard), which is property of the State, held in (what is

referred

to in

Polish

law as)

to

(Gdynia

Shipyard), and

for which the District Court in Gdynia maintains the Land and Mortgage

Register

no.

l(A/

22785

and KW

65706,

of

surface

area

of

18366m2, as

well as

80

buildings standing

on the

said

land, of a total area of

5036.70m2,

and

10 structures

along

with 16

movables,

all the

separate property

of

Stocznia Gdynia

S.A.

(Gdynia Shipyard) and included in the group.

.

The area which constitutes Group 10 has been outlined in detail in Attachment 10 attached with this rePort.

Area No. 11

-

Plant and vehicle maintenance and service zone

-

Includes garage

space,

motor

vehicle

parking spaces,

and

a

gas filling

station.

There is

a

manufacturing bay

in the

area

for the making

of

hardware elements

(useable

surface area

of

970m2,

fitted with

5

mt

overhead cranes)

and

a

steel

structures prefabrication yard, serviced by

a

10 mt gantry crane, fitted with jigs. The above listed prefabrication bay possesses its own employee facilities.

Group

11

-

constitutes

area No. 12, which

includes

land located on the

premises of

referred

to in

Polish

law as) ,perpetual

usufruct"

to

(Gdynia

Shipyard), and

Register

no.

K\A/ 22785

and l(W 65706,

of

surface

area

of

19209m2,

as well as

6 buifdings standing on the said land, of a total area of 2066.7m2, and 10 structures.

.

The area which constitutes Group 11 has been outlined in detail in Attachment 11

Area No. 12

-

Auxiliary operations zone

Located outside the confined perimeters of the Shipyard, contains an industrial gasses production works (acetylene, oxygen, argon CO2, nitrogen, etc.), that

supplies the Shipyard.

Possesses convenient roadway and railway access to the surrounding areas. At the present time, this property is being leased by Eurogaz-Gdynia Sp. z o.o.

Group

12

-

constitutes

area No. 13, which

includes

land located on

the

premises of

referred

to in

Polish

law as)

to

(Gdynia

Shipyard), and

Register no.

l(A/

22785, of surface area

of

8453m2, as well as

4

buildings standing on

the said land, of a total area

of

3770.7m2, and 3 structures along

with

10 movables, all

the

separate property

of

Stocznia Gdynia S.A. (Gdynia Shipyard) and included

in

the group.

(19)

The area which constitutes Group 12 has been outlined in detail in Attachment 't2 attached with this report.

Area No. 13

-

Training zone

-

Includes three lecture rooms, including two practice rooms of a surface area of around 35m2 each, with the third room being approximately 100m2 in size.

-

The zone also contains a welding bay of a surface area of approximately 860m2, 2

teaching rooms with fitted to enable teaching of all welding techniques, and a warehouse/training yard of approximately 400m2 in size.

-

The zone is conveniently located as part of a training complex right next to the Shipbuilding Schools Complex.

Group

13

-

constitutes

area No. 14, which

includes

land located on

the

premises of

referred

to in

Polish

law as)

to

(Gdynia

Shipyard), and

for vuhich the District Court in Gdynia maintains the Land and Mortgage

Register no.

l(A/

of

17628m2, as well as 2 buildings standing on

the said land, of a total area of 909.8m2, and 3 structures along with 2 movables, all the separate property of Stocznia Gdynia S.A. (Gdynia Shipyard) and included in the group.

.

The area which constitutes Group 13 has been outlined in detail in Attachment 13 attached with this report.

Area No. 14

-Vehicle

parking zone. The zone includes:

-

590 parking spaces and an administrative building sitting on a partially surfaced lot

-

The property additionally houses a railway ramp.

Group

14

-

constitutes

area No. 15, which

includes

land located on

the

premises of

referred

to in

Polish

law as)

to

(Gdynia

Shipyard), and

Register no.

l(W

22785

and

l(A/

39284,

of

surface area

of

6777m2,

as well as

2

structures

and

1

movable

standing

on

the

said land,

all the

separate

property of

Stocznia Gdynia S.A. (Gdynia Shipyard) and included in the group.

.

Area No. 15

-

Vehicle parking zone. The zone includes:

-

220 parking spaces

l I

1

(20)

Group

15

-

constitutes

area No. 16, which

includes

land located on

the

premises of Stocznia Gdynia S.A. (Gdynia Shipyard), wlrich is property of the State, hetd in (what is

referred

to in

Polish

law as)

to

stocznia Gdynia

s.A.

(Gdynia

Shipyard), and

Register

no.

l(A/

22785

and

KW

39284,

of

surface

area

of

1712sm2,

as well as

3

structures along with 5 movables standing on the said land,

allthe

separate property of Stocznia Gdynia S.A. (Gdynia Shipyard) and included in the group.

'

Area No. 16

-

Prefabricated units storage zone

The area

includes

open

storage

-

picking

and

packing

yards,

serviced

by

light

overhead cranes and mounted cranes, and light-weight umbrella roof warehouses. One fresh water well is also located in this area.

The area also includes access to a railway siding.

Group

16

-

constitutes

area No. 17, which

includes

land located on

the

premises of

referred

to in

Polish

law as)

,,perpetual

usufruct'

to

(Gdynia

Shipyard), and

Register

no.

l(N

22785, 1(

/

39284, and

l(A/

45122,

of

surface area

of

22284m2, as

well as 9 structures standing on the said land.

.

Area 17

-

Traffic zone

-

a

road

for the

heavy transport

for

arriving, external shipments and

for

internal traffic, that connects both gates of the Shipyard, which may

-

once made

publicly available

-

form an

alternative route

to

Janka Wi6niewskiego street

in

Gdynia.

May constitute a convenient pathway for the port's traffic.

Group

17- constitutes area No. 18, which includes land located

on the

premises of

referred

to in

Polish

law as)

to

(Gdynia

Shipyard), and

Register no. l(\A/ 22785, of surface area

of

the said land, of a total area of 1280.49m2, and

l

structure along with 14 movables, all

the

separate property

of

in

the group.

.

Area No. 18

-

Prefabricated units storage zone

(21)

-

The area

includes

open

storage

-

picking and

packing

yards,

serviced

by light

weight overhead cranes

and

mounted cranes,

and

light-weight umbrella

roof

warehouses.

-

The area also possesses access to a railway siding.

Group

18

-

constitutes

area No. 19, which

includes

land located on

the

premises of

referred

to in

Polish

law as)

to

(Gdynia

Shipyard), and

Register

no.

l(A/

22785,

K /

39284, and

l(A/

45122,

of

surface area

of

34186m2, as

well as 1 building standing on the said land, of a total area of 283.56m2, and 1 structure

along with

2

movables,

all the

separate property

of

(Gdynia

Shipyard) and included in the group.

.

Area No. 19 - Prefabricated units storage zone

-

The area

includes

open

storage

-

picking

and

packing

yards,

serviced

by

light-weight overhead cranes

and

mounted cranes,

and

light-weight umbrella

roof

warehouses.

-

The area also includes one of the fresh water wells.

-

The area also includes access to a railway siding.

Group

19

-

constitutes

area No. 20, which

includes

land located on the

premises of

referred

to in

Polish

law as)

to

Stocznia Gdynia S.A.

(Gdynia

Shipyard), and

for which the Distric{ Court in Gdynia maintains the Land and Mortgage

Register no.

l(A/

of

the

said land, of a total area of 2900.8m2, and

6

structures along with 70 movables, all

the

separate property

of

in

the group.

.

Area No. 20

-

Auxiliary operations zone

-

Includes a central air compressors station and a 100kW power supply station.

-

A

compressors unit made

up of 4

compressors operates here,

with a

capacity of

approximately 450 m3/min and TMPa pressure,

of

which two

are

equipped

with

a heat recuperation module, which in turn ensures appropriate heating of tap water for

around 700 staff.

(22)

Group

20

-

constitutes

area

No.21,

which

includes

land located on the

premises of

referred

to in

Polish

law as)

to

(Gdynia

Shipyard), and

Register

no.

l(W

22785

and l(W 65706,

of

surface

area

of

17699m2,

as well as

4 structures standing on the said land.

.

Area No. 21

-Iraffic

zone

-

transit rail tracks with siding

Group

21

-

constitutes

area no. 5A, which

includes

land located on the

premises of

referred

to in

Polish

law as)

,,perpetual

usufruct'

to

(Gdynia

Shipyard), and

Register no.

KW 22785,1(

/

33553, of surface area of 33997m2, as well as 9 buildings

standing

on the

said land,

of

a total area

of

10159.7m2,

and 15

structures along with

135 movables,

all

separate property

of

Stocznia Gdynia

S.A.

(Gdynia Shipyard) and

included

in the

group, together

with a

percentage

share in the

(what

is

referred

to

in

Polish law as perpetual usufruct) given

to

Stocznia Gdynia S.A. (Gdynia Shipyard) on

land constituting internal roads.

.

The area which constitutes Group 21 has been outlined in detail in Attachment 21

-

Grounds that used

to

belong to a now derelict power engineering plant constitute a

signiflcant section of

the

area: furnace-housing building,

coal

storage yard. These buildings are presently being used to a very small extent

for

auxiliary purposes and as packing and picking yards.

-

Stocznia Gdynia

S.A.

(Gdynia Shipyard)

has not found

worthwhile use

for

these facilities.

Group

22

-

constitutes

area no. 6A, wtrich

includes

land located on

the

premises of

referred

to in

Polish

law as)

to

(Gdynia

Shipyard), and

Register

no.

l(A/

22785,

of

surface area

of

308m2, as

well as 1

structure standing on

the said land, along with a percentage share in the (what is referred to in Polish law as)

to

Stocznia Gdynia

S.A.

(Gdynia Shipyard)

on the

land

constituting internal roads.

.

The area which constitutes Group 22has been outlined in detail in Attachment 22 attached with this report.

(23)

(A)

Asset components subject

to

sale located

in

Szymbark,

Stq2yca gmina,

described

in

detail below

Group

23

-

constitutes an area of real estate land owned by the State Treasury, in (what in

Polish

law

is

referred

to

as) perpetual usufruct

of

Stocznia Gdynia

S.A.

(Gdynia

Shipyard), located in Szymbark, Stg2yca gmina, for which

the

District Court

in

Kartuzy

conducts a land and mortgage register KW number 32495 and KW number 16399. The area of the land totals 81 .471 m2 as well as 48 buildings of an area of 3.525.09 m2 and

also 17 structures together with 119 moveable properties constituting a group, which is

the

personal property

of

Stocznia

Gdynia S.A. (Gdynia

Shipyard), organised

as

a

leisure centre.

The area constituting Group 23 is described in detail in Attachment no. 23 of this document.

(B)

Asset

components

of

the shipyard subject

to

sale constituting

financial

assets

in

the form

of shares

for

the

following subjects:

Grupa

24

-

15.135 shares in the company

"EUROMOS' with its headquarters in Gdynia of

a

total

nominal

value of

7.567.500,00

PLN

representing

a

100%

share in the

initial

capital of the company and the number of votes in the General Meeting of Shareholders of ,,EUROMOS" Sp. z o.o., with its headquarters in Gdynia

being constructed and the sea service of ships

restructurization

of

Stocznia Gdynia

S.A. (Gdynia Shipyard),

inheriting

many years

of

experience

in

the field

of

sea

service and

technical

preservation of ships in construction and in repair

floating

crane DOR 100

tonnes; warping; mooring; diving;

pontoon

transport; ventilation

and

heating;

wiring,

commandeering

and

boatswaining

Group

25

-

1.900 shares

in

the

company