§ 1. Organiser and general provisions

1. These Regulations set out the rules for conducting an open written tender (submission of offers) for the disposal of the property described in § 4.
2. The Organiser of the Tender and the seller is:

JANKOWO PARK SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ, ul. Poniatowskiego 18A, 05-500 Piaseczno, Poland

KRS: 0000550491, NIP: 9512390428, REGON: 36114025300000

3. The tender is conducted in written form—by submitting offers in sealed envelopes—in accordance with these Regulations and the Tender Notice.
4. The Tender Notice and these Regulations do not constitute an offer within the meaning of the Civil Code—they constitute an invitation to submit offers.
5. The Organiser reserves the right to amend these Regulations or the tender conditions before the offer submission deadline—by publishing information in the manner adopted for the Tender Notice.

§ 2. Legal basis

The tender is conducted on the basis of:
1) the Civil Code,
2) these Regulations and the Tender Notice,
3) the Act of 24 March 1920 on the Acquisition of Real Estate by Foreigners—insofar as it applies to foreigners.

§ 3. Definitions

Bidder – an entity submitting an offer in the Tender.
Offer – the Bidder’s written statement submitted in accordance with these Regulations.
Committee – the tender committee referred to in § 10.
Foreigner – an entity within the meaning of the Act on the Acquisition of Real Estate by Foreigners.
EEA States/Switzerland – states that are parties to the Agreement on the European Economic Area and the Swiss Confederation.
Third countries – states other than the EEA States/Switzerland.
Binding period – means that during the binding period the Bidder may not withdraw or amend the Offer, and the Organiser may during that time select an Offer and proceed to conclude an agreement on the Offer’s terms.

§ 4. Subject of the Tender – description of the Property

1. The subject of the Tender is the joint disposal of:

a) the right of perpetual usufruct and the separate ownership right to real property being a developed land plot no. 84/4 with an area of 6.8400 ha, located in precinct no. 0004 Jankowo, cadastral unit 040707_5 Pakość, locality: Jankowo, Municipality of Pakość, Inowrocław County, Kuyavian-Pomeranian Voivodeship, together with the ownership right to buildings and structures constituting a separate object of ownership from the land, for which the District Court in Inowrocław, 5th Land and Mortgage Register Division, keeps the land and mortgage register (KW) no. BY1I/00021869/6;

b) the ownership right to real property located as above, being developed land plots no.: 81/4 with an area of 0.0138 ha, 84/3 with an area of 0.5000 ha, 85/6 with an area of 0.2838 ha, 85/11 with an area of 0.1650 ha, with a total area of 0.9626 ha, for which the land and mortgage register (KW) no. BY1I/00043270/0 is kept.

2. The Property is disposed of in its existing condition (“as is”), and the legally binding status between the parties is the legal status disclosed in the land and mortgage registers and in the documents made available by the Organiser.
3. The Organiser declares that, as at the date of announcing the Tender, no pre-emptive right or other special right to acquire the Property is vested in any third parties or public authorities in connection with the sale of the Property.

§ 5. Purpose of acquiring the Property – competitive information

1. The Organiser disposes of the Property on the assumption that it will be used in a manner consistent with its character and applicable laws.
2. The purpose of acquisition (the intended use of the Property) constitutes an element of the competitive information and is a mandatory part of the Offer.
3. The Organiser may deem the purpose of acquisition inconsistent with the character of the Property if the Offer indicates an intention to use it in a manner grossly contrary to para. 1 or in a manner that is excessively burdensome.
4. Submitting a false statement regarding the purpose of acquisition or refusing to confirm the purpose of acquisition at the agreement stage may result in the application of § 16.

§ 6. No bid bond

No bid bond is required or payable in the Tender.

§ 7. Conditions of participation in the Tender

1. The Tender is open to natural persons, legal persons, and organisational units with legal capacity who submit an Offer in accordance with these Regulations.
2. A Bidder may submit one offer.
3. Members of the Committee and persons whose conflict of interest could undermine impartiality (in particular a spouse, ascendants, descendants, or siblings) may not participate in the Tender.

§ 8. Deadline and method of submitting offers (in person / courier / post)

1. Offers may be submitted from 1 March 2026 to 31 May 2026.
2. The Offer must be submitted in a closed and sealed envelope marked at least:
“WRITTEN TENDER – JANKOWO PARK – OFFER – DO NOT OPEN”.
3. Offers may be delivered:
a) in person or by courier to: JANKOWO PARK sp. z o.o., ul. Poniatowskiego 18A, 05-500 Piaseczno—no later than 31 May 2026 (the date and time of receipt is decisive), or
b) by post—in which case: the postal stamp date must be no later than 31 May 2026, and at the same time the offer package must be received by the Organiser no later than 16 June 2026 by 20:59.
4. Offers that are not received by the Organiser within the deadline referred to in para. 3 (including, in particular, postal offers which, despite being stamped by 31 May, are not received by 16 June 2026 by 20:59) will not be considered.

§ 9. Formal requirements of the Offer

1. The Offer should be prepared in Polish, English, or German, in written form, and signed by the Bidder or persons authorised to represent the Bidder.
2. The Offer should include at least:
a) the Bidder’s details (name and surname / company name, address/registered office, contact details, identifier: PESEL/NIP/KRS, as applicable),
b) an indication that it concerns the Tender for the Property in § 4,
c) the offered price in PLN (in figures and words) or EUR (in figures and words),
d) a statement confirming that the Bidder has read the Regulations and accepts them without reservations,
e) a statement of the purpose of acquisition—a description of the intended use of the Property (min. 3–10 sentences) and a statement that this purpose is consistent with § 5,
f) a statement confirming that the Bidder has reviewed the legal status of the Property and has no reservations (or a description of any reservations),
g) a statement that the Bidder is bound by the Offer in accordance with § 11(6),
h) (if applicable) statements and information required under § 13 (foreigner status, EEA/Switzerland/third country, obligations related to obtaining a permit).
3. The following must be attached to the Offer:
a) for a natural person—a copy of an identity document,
b) for an entity entered in a register—an up-to-date excerpt from KRS/CEIDG or an equivalent document,
c) power of attorney—if the Offer is signed by an attorney-in-fact (notarial form recommended),
d) registration documents and authorisation of persons signing the Offer (if applicable).
4. The Offer may not contain conditions or contingencies (e.g. subject to financing), except where resulting directly from law (in particular § 13).
5. The Organiser may reject an Offer that is inconsistent with these Regulations or raises doubts as to its content, completeness, representation, or the consistency of the declared purpose of acquisition with § 5.

§ 10. Tender committee

1. Tender activities are carried out by the Committee.
2. The Committee consists of:
• Piotr Handzel – President of the Management Board (Chair),
• Anna Handzel – Shareholder (Committee Member).
3. The Committee prepares minutes of the Tender proceedings, in particular: the number of offers, identification of rejected offers and reasons, identification of the most advantageous offer, and any reserve offer.

§ 11. Opening of offers, evaluation and selection

1. The Committee will open the envelopes on 16 June 2026 at 21:00 at the Organiser’s registered office (ul. Poniatowskiego 18A, 05-500 Piaseczno).
2. Only Offers meeting the time limits in § 8 will be opened (including: postal offers stamped by 31 May that are received by the Organiser no later than 16 June 2026 by 20:59).
3. The Committee evaluates offers for formal and substantive compliance.
4. Selection criterion: the highest offered price among offers meeting the requirements of the Regulations, including § 5 and § 9.
5. In the case of two or more offers with the same highest price, the Committee may invite those Bidders to submit additional offers within a specified deadline.
6. The Bidder is bound by the Offer for 60 days from the date of opening the offers (i.e. from 16 June 2026).
7. The Organiser may indicate a reserve offer (next in ranking) in the event of legal/organisational obstacles on the part of the winning Bidder.
8. The Organiser reserves the right to:
a) close the Tender without selecting an offer,
b) cancel the Tender at any stage up to the conclusion of the sale agreement—in accordance with § 16.

§ 12. Notification of results

1. The Organiser will notify Bidders of the Tender results within 14 days of signing the minutes.
2. Notification may be made in writing or electronically (to the details provided in the Offer).

§ 13. Foreign bidders – EU/EEA/Switzerland without a permit; third countries with an MSWiA permit

1. Offers may be submitted by Bidders from Poland and foreign Bidders.
2. As a rule, Bidders who are citizens or entrepreneurs of EEA States or the Swiss Confederation do not require a permit from the Polish Minister of the Interior and Administration (MSWiA) to acquire real property under the Act.
3. For Bidders from third countries, where the acquisition by a given Bidder constitutes acquisition by a “foreigner” within the meaning of the Act and no statutory exemption applies—concluding the sale agreement requires obtaining an MSWiA permit in advance.
4. A third-country Bidder, by submitting an Offer, undertakes to:
a) upon the Organiser’s request, submit a complete MSWiA permit application within 30 days of receiving the request,
b) cooperate with the Organiser and the notary regarding documents necessary for the transaction,
c) bear the costs of the administrative procedure and obtain the required documents.
5. The Organiser may (at its sole discretion):
a) conclude a preliminary agreement with the winning third-country Bidder subject to a suspensive condition of obtaining an MSWiA permit, or
b) set the date for concluding the final agreement after the MSWiA permit is presented.
6. If the MSWiA permit is not obtained within the period indicated by the Organiser (not shorter than 90 days), or a refusal decision is issued, or the proceedings cannot be effectively carried out due to reasons attributable to the Bidder—the Organiser has the right to discontinue further actions with that Bidder and select the reserve offer or close the Tender without selecting an offer.
7. In the case described in para. 6, the Organiser may give priority to concluding the agreement with the most advantageous offer submitted by a Bidder from Poland (meeting the formal requirements), provided that the Organiser indicates such an offer as a reserve offer in the minutes and maintains the intention to sell.

§ 14. Conclusion of the sale agreement and settlements

1. The Tender minutes constitute the basis for further actions, including setting the date for concluding the sale agreement or a preliminary agreement.
2. The agreement transferring the right of perpetual usufruct and the ownership right will be concluded in the form of a notarial deed.
3. The Organiser will notify the winning Bidder of the date and place of signing the notarial deed.
4. The sale price is the price offered in the winning Offer. The method of payment will be indicated in the notification and the draft agreement.
5. As a rule, transaction costs are borne by the Buyer (in particular notarial and court fees and taxes/public charges due in connection with the acquisition)—in accordance with applicable law.
6. If the winning Bidder avoids concluding the agreement, fails to cooperate, or material discrepancies regarding the purpose of acquisition are revealed—the Organiser may select the reserve offer or close the Tender without selecting an offer.

§ 15. Corporate and formal reservations

1. The conclusion of the sale agreement may be conditional upon obtaining approvals/resolutions of the Organiser’s corporate bodies required by law and the company’s articles of association—if required.
2. The Organiser may make the signing of the notarial deed conditional upon the Bidder providing required documents.

§ 16. Cancellation of the Tender – special grounds

1. The Organiser may cancel the Tender at any stage up to concluding the sale agreement, in particular in the event of:

a) disposal of shares in JANKOWO PARK sp. z o.o. by the shareholder holding all shares (sole shareholder)—in whole or in part resulting in a change of control over the company—or the commencement of a formal process of such a transaction;
b) a finding that the declared purpose of acquisition presented by the winning Bidder is inconsistent with § 5 or that there are significant indications of intended use inconsistent with the character of the Property;
c) disclosure that statements made in the Offer (including those regarding the purpose of acquisition, the Bidder’s legal status, representation) were untrue or misleading.

2. Cancellation of the Tender or closing it without selecting an offer does not give rise to any claims by Bidders for reimbursement of offer preparation costs or any other claims (without prejudice to mandatory provisions of law).

§ 17. Bidders’ costs, confidentiality and GDPR

1. Bidders bear the costs of preparing and submitting offers—without the right to claim reimbursement.
2. Information and documents made available to Bidders may be used solely for the purpose of submitting an offer and preparing the transaction.
3. The controller of personal data processed in connection with the Tender is the Organiser. The information clause may constitute an appendix to the notice.

§ 18. Final provisions

1. These Regulations enter into force on the date of publication of the Tender Notice.
2. In matters not governed by these Regulations, the provisions of law apply.
3. Appendices form an integral part of these Regulations.

APPENDIX – OFFER TEMPLATE

Date and place: …
Bidder: …
Offered price: …
Purpose of acquisition (mandatory, 3–10 sentences): …
Statements (acceptance of regulations, KW, binding for 60 days from 16.06.2026): …
Foreign status: Poland / EEA–Switzerland / third country (MSWiA, if required)
Attachments: …