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8.1.2010 Official
Journal
of
the
European
Union
L
5/1
IV
(Acts adopted before 1 December 2009 under the EC Treaty, the EU Treaty and the Euratom Treaty)
COMMISSION DECISION
of 6 November 2008
on State aid C 19/05 (ex N 203/05) granted by Poland to Stocznia Szczeciska
(notified under document C(2008) 6770)
(Only the Polish text is authentic)
(Text with EEA relevance)
(2010/3/EC)
THE COMMISSION OF THE EUROPEAN COMMUNITIES,
1 April 2005 and of 18 April 2005, registered on
20 April 2005 respectively. Meetings with the Polish
authorities took place on the following dates:
9 November 2004, 17 November 2004 and 3 March
Having regard to the Treaty establishing the European
2005.
Community, and in particular the first subparagraph of
Article 88(2) thereof,
Having regard to the Agreement on the European Economic
(3) By
letter
of
22
April
2005,
registered
on
the
same
day,
Area, and in particular Article 62(1)(a) thereof,
Poland accepted that the Commission would also treat
the notification of case PL 31/2004 of 27 April 2004 as
a notification under Article 88(2) of the EC Treaty with
regard to any measures which were found to constitute
Having called on interested parties to submit their comments (
new aid. The case was allocated the new number

1 )
pursuant to the provisions cited above,
N 203/05.
Whereas:
(4)
On 1 June 2005 the Commission adopted the decision
to initiate the procedure laid down in Article 88(2) of the
EC Treaty in respect of the restructuring aid for SSN
1. PROCEDURE
notified by the Polish authorities. The Commission
(1) Pursuant
to
the
provisions
of
Annex
IV,
point
3
of
the
published this decision in the Official Journal ( 2 ) and
Accession Treaty governing the interim mechanism
invited Poland and interested parties to submit
procedure, Poland, by letter of 27 April 2004, registered
comments.
on 28 April 2004, notified restructuring measures in
favour of Stocznia Szczeciska Nowa Sp. z o.o. (New
Szczecin Shipyard Ltd, hereinafter SSN). The case was
registered under the number PL 31/2004.
(5) By
letter
of
24
June
2005
the
Polish
authorities
indicated
that the decision contained confidential information and
(2)
By letter of 19 May 2004 the Commission asked Poland
asked for that information to be deleted from the public
to submit certain missing documents. These were
version of the decision. The Commission replied by letter
provided on 16 June 2004. The Commission requested
of 15 July 2005. Poland asked for an extension of the
further information by letters of 12 August 2004,
deadline for submission of comments on the decision
18 November 2004 and 4 March 2005, to which
opening the procedure by letters of 30 June 2005,
Poland replied by letters of 24 September 2004,
registered on 1 July 2005, 26 July, registered on
registered on that day, of 28 January 2005, registered
27 July 2005, and 30 August 2005, registered on
on 2 February 2005, of 30 March 2005, registered on
1 September 2005. The Commission replied by
( 1 ) OJ C 23, 1.2.2007, p. 20.
( 2 ) OJ C 222, 2.9.2005, p. 7.

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Official Journal of the European Union
8.1.2010
letters of 12 July, 2 August and 9 September 2005
submitted a draft restructuring plan entitled ‘Devel
respectively. By letter of 4 October 2005, registered on
opment plan for Stocznia Szczeciska Nowa Sp. z o.o.
7 October 2005, the Polish authorities submitted their
for 2006-2011’ to the Commission for consultation
comments on the decision to initiate the formal investi
purposes.
gation procedure. In this letter Poland also submitted a
restructuring plan for 2002-2004, dated December 2002
and modified in October 2003 (hereinafter 2003 restruc
turing plan). By letter of 10 October 2005, registered on
(9) On
12
July
2006
a
meeting
took
place
between
the
the same day, a legal representative of SSN stated that its
Polish authorities, the yard’s representatives and
position and comments had been incorporated in the
Commission staff. The Polish authorities submitted
submission of the Polish authorities.
information concerning the SSN restructuring process
in a letter of 13 July 2006, registered on 17 July
2006. By letter of 17 July 2006 the Commission asked
the Polish authorities to submit additional information.
The Polish authorities replied by letter of 1 September
2006, registered on the same day. On 4 September 2006
(6) Comments
were
submitted
by
the
following
third
parties:
Zwizek Pracodawców Forum Okrtowe (Association of
Poland submitted a modified restructuring plan for SSN
Polish Maritime Industries) in a letter of 6 October 2005,
entitled ‘Development plan for Stocznia Szczeciska
registered on the same day, Towimor SA in a letter of
Nowa Sp. z o.o. for 2006-2011’ (hereinafter 2006
6 October 2005, registered on the same day, H. Cegielski
restructuring plan).
— Pozna SA in a letter of 6 October 2005, registered
on the same day, Spliethoff’s Bevrachtingskantoor BV in
a letter of 6 October 2005, registered on the same day,
Peter Dohle Shiffahrts-KG in a letter of 5 October 2005,
(10) In letters of 26 September 2006, registered on
registered on 6 October 2005, Odjefjell ASA, in a letter
27 September 2006, and 21 November 2006, registered
of 6 October 2005, registered on 11 October 2005, the
on 27 November 2006, the Polish authorities submitted
trade unions of SSN (‘Solidarno’, ‘Solidarno 80’ and
additional information concerning the case.
‘Stoczniowiec’) in a letter of 7 October 2005, registered
on 10 October 2005, the Mayor of Szczecin in a letter of
5 October, registered on 11 October 2005, Lubmor Sp. z
o.o. in a letter of 6 October 2005, registered on
(11) On
7
December
2006
a
meeting
took
place
between
11 October 2005, and Business Club Szczecin in a
Commission Member Neelie Kroes and Polish Minister
letter of 12 October 2005, registered on the same day.
of the Economy Piotr Wozniak. Mr Wozniak stated
The Commission forwarded these comments to Poland
that Poland was determined to relaunch the privatisation
by letter of 27 October 2005. The Polish authorities
process for SSN by means of an open and transparent
replied by letter of 21 November 2005.
procedure, which was to be finalised by June 2007.
Poland confirmed this statement by letter of
27 December 2006, registered on 4 January 2007,
referring to the decision of the Polish Council of
Ministers of 19 December 2006, which adopted a
document entitled ‘Information on the state of the ship
(7) The
Commission
sought
the
assistance
of
an
external
building industry’. Poland asked the Commission to enter
consultant for the evaluation of the 2003 restructuring
into talks on the issue of compensatory measures.
plan. The consultant submitted his report to the
Commission staff, together with the external consultant,
Commission in March 2006.
visited the yard on 18 December 2006 in order to
establish the facts and obtain the data needed to
evaluate compensatory measures. The external consultant
submitted his report evaluating the current capacity of
the yard on 16 January 2007.
(8) By
letter
of
13
January
2006
the
Commission
asked
the
Polish authorities to provide further information on the
SSN restructuring process. Poland replied by letter of
20 February 2006, registered on the same day. On
(12) The
Commission
replied
to
a
letter
of
27
December
22 February 2006, a meeting took place between the
2006 by letter of 29 January 2007, in which, among
Polish authorities, representatives of the yard and
other things, it asked Poland to submit a proposal for
Commission staff. Following the meeting, the
compensatory measures for SSN by the end of February
Commission asked Poland for additional information by
2007.
letters of 8 March 2006, 30 March 2006, 12 April 2006
and 28 April 2006. The Polish authorities replied by
letters of 13 March 2006, registered on the same day,
29 March 2006, registered on 30 March 2006, 6 April
(13) By letter of 28 February 2007, registered on the same
2006, registered on 10 April 2006, 19 April 2006,
day, Poland submitted some explanations concerning the
registered on 20 April 2006, and 26 May 2006,
privatisation of SSN and a proposal for compensatory
registered on 30 May 2006. By letter of 23 June 2006,
measures. The Polish authorities proposed closing one
registered on 26 June 2006, the yard’s consultant
of the yard’s three slipways from March 2010.

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European
Union
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(14) On this basis, a technical meeting took place on
Commission that the financial situation of the yard had
15 March 2007 between Commission staff, the Polish
deteriorated significantly and that the public owners of
authorities and representatives of the yard, mainly
the yard therefore planned to support it with capital
concerning compensatory measures but also to discuss
injections. Poland also announced that the Information
the on-going privatisation process. The Commission and
Memorandum would be updated accordingly.
the Polish authorities agreed that the Commission would
discuss technical issues directly with SSN in order to
gather all the data it needed for its assessment of
Poland’s proposal for compensatory measures.
(20) The
Commission requested clarifications
by letter of
4 September 2007. The Polish authorities replied by
letters of 7 September 2007, registered on
(15) Following
the meeting, the Commission requested a
10 September 2007, and 11 September 2007, in
range of data from SSN by letters of 29 March 2007,
which Poland submitted the new version of the
27 April 2007 and 30 May 2007. The yard replied by
Information Memorandum and informed the
letters of 18 April 2007, registered on 27 April 2007,
Commission that invitations to submit offers had been
8 May 2007, registered on 10 May 2007, and 4 June
sent to 221 potential investors.
2007, registered on 5 June 2007. On 8 June a meeting
took place between Commission staff, the Polish
authorities and representatives of the yard. SSN
provided additional information by letter of 15 June
2007, registered on the same day.
(21) The
Commission
asked
for
additional
information
by
letter of 12 September 2007. The Commission gave its
comments on the Information Memorandum and asked
for clarifications by letters of 14 September 2007 and
(16) By
letter
of
31
July
2007
the
Commission
informed
3 October 2007. The Polish authorities replied by letter
Poland that it provisionally considered the closure of
of 12 October 2007, registered on 16 October 2007,
the Wulkan 1 slipway to be a sufficient compensatory
stating that six potential investors had requested a copy
measure under certain conditions. In their reply of
of the yard’s Information Memorandum. By letter of
24 August 2007, registered on 28 August 2007, the
23 October 2007, registered on the same day, the
Polish authorities confirmed their intention of imple
Polish authorities submitted an updated privatisation
menting the capacity reductions specified in the
schedule, which assumed that negotiations with
Commission’s letter.
potential investors would start in January 2008.
(17) The
Polish
authorities
provided
information
concerning
the privatisation and restructuring of SSN in letters of
(22) By letter of 30 November 2007 the Commission
5 January 2007, registered on the same day, and
requested that a draft restructuring plan drawn up by
9 January 2007, registered on 11 January 2007. The
the new owner of the yard should be submitted by the
Commission replied by letter of 29 January 2007. In a
end of February 2008. Poland provided further
letter of 28 February 2007, registered on the same day,
information on the privatisation process by letters of
the Polish authorities undertook to choose an investor
11 December 2007, registered on 13 December 2007,
for the yard and sign a privatisation agreement by the
and 19 December 2007, registered on 20 December
end of June 2007.
2007. By letter of 21 December 2007, registered on
the same day, Poland informed the Commission that
on 20 December 2007 Amber Sp. z o.o. (hereinafter
‘Amber’, a wholly owned subsidiary of a Polish steel
(18) The Commission requested further clarifications
trader, Zomrex) was the only bidder to have submitted
concerning the privatisation of SSN by letters of
a binding offer to purchase shares in SSN.
29 May 2007, 28 June 2007 and 30 July 2007.
Poland provided information in this respect by letter of
1 June 2007, registered on 4 June 2007, which
contained a list of enterprises to which an invitation to
submit offers for the purchase of SSN had been sent.
(23) On
10
January
2008
a
meeting
took
place
between
the
Further information was submitted by letters of
Polish authorities and the Commission. Following the
25 June 2007, registered on the same day, and 11 July
meeting, the Commission asked the Polish authorities
2007, registered on the same day.
to submit additional information concerning the privati
sation process by letters of 17 January 2008, 30 January
2008, 28 February 2008, 18 March 2008 and 2 April
2008. The Polish authorities answered the Commission’s
(19) By
letter
of
1
August
2007,
registered
on
6
August
requests by letters of 23 January 2008, registered on
2007, the Polish authorities submitted SSN’s first draft
24 January 2008, 25 January 2008, registered on
Information Memorandum. By letter of 13 August 2007
28 January 2008, and 30 January 2008, registered on
the Commission sent its comments on the Information
31 January 2008. By letter of 8 February 2008,
Memorandum. By letter of 21 August 2007, registered
registered on the same day, Poland submitted a copy
on 27 August 2007, the Polish authorities informed the
of Amber’s binding offer.

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(24) By letter of 14 February 2008, registered on 19 February
(32) On 20 June 2008, at the request of the Polish authorities,
2008, Poland informed the Commission that it would
Commission staff met the Polish authorities with the
not be possible to complete privatisation of the yard
Norwegian company Ulstein and on 24 June 2008 it
by the deadline of the end of February 2008 and that
met the Polish authorities with the Polish company
the Polish authorities undertook to complete the privati
Mostostal Chojnice. These companies were introduced
sation process and agree on the restructuring plan by the
to the Commission as potential buyers of SSN. By
summer of 2008.
letter of 26 June 2008, registered on the same day,
Poland submitted a draft restructuring plan for SSN
drawn up by Mostostal Chojnice. Additional information
(25) By
letter
of
29
February
2008,
registered
on
3
March
was submitted by letter of 7 July 2008, registered on
2008, the Polish authorities submitted two documents by
8 July 2008.
Amber: ‘Additional explanations, outline of the restruc
turing programme and declared commitments
concerning the purchase of SSN submitted by Amber’
of 29 February 2008 and ‘First version of the restruc
(33) By
letter
of
14
July
2008
Poland
undertook
to
present
a
turing plan for SSN with business plan for SSN for
complete restructuring plan to the Commission by
2008-2012, taking into account the information
12 September 2008.
obtained in the course of the due diligence process
carried out in the shipyard’.
(34) On
16
July
2008
the
Commission
provisionally
set
out
an assessment and conclusions in a draft decision to
(26) By
letter
of
28
March
2008,
registered
on
the
same
day,
conclude the formal investigation procedure, which
the Polish authorities stated that the exclusivity period
found that the State aid granted to SSN was incompatible
granted to Amber for negotiations had been extended
with the common market and had to be recovered.
to 15 April 2008. Following an invitation from the
However, in the light of a letter from Poland of
Polish authorities in a letter of 4 April 2008, registered
14 July 2008 the Commission decided to postpone
on 7 April 2008, a meeting took place on 10 April
adoption of this decision so that it could assess
2008 between the Polish authorities, representatives of
whether the new restructuring plan to be submitted by
SSN, Amber and Commission staff.
the Polish authorities by 12 September 2008 would
significantly improve the situation and make it possible
to consider the aid compatible with the common market.
(27) By e-mail of 9 April 2008, registered on 24 April 2008,
Amber’s consultant submitted preliminary financial
projections for the yard. Amber also submitted
information at the meeting of 10 April 2008, and that
(35) Thereafter
Poland
informed
the
Commission
on
a
weekly
basis about the progress of the privatisation procedure
information was registered on 18 April 2008.
(letters of 28 July, 4 August, 12 August, 21 August,
25 August, 1 September, 8 September, 16 September
and 23 September 2008, registered on the same dates).
(28) Poland
submitted
information
on
the
progress
of
the

negotiations with Amber by letters of 7 April 2008,
registered on 18 April 2008, 23 April 2008, registered
on the same day, 25 April 2008, registered on the same
(36) By letter of 18 July 2008, registered on 21 July 2008,
day, 28 April 2008, registered on 29 April 2008 and
Poland asked for a round of consultations with
29 April 2008, registered on 5 May 2008. The
Commission staff on the draft restructuring plan so
Commission requested information by letter of
that it could draw up a final version of the plan that
30 April 2008. On 8 May 2008 a meeting took place
took account of the Commission staff’s comments. The
between the Polish authorities and the Commission.
Commission agreed to the consultation schedule by letter
of 31 July 2008.
(29) The
Commission
sent
comments
on
the
progress
of
the
privatisation process by letters of 21 April 2008 and
30 April 2008.
(37) However,
it
was
not
until
3
September
2008
that
the

Commission informally received a draft restructuring
plan for SSN. Following this submission, on
4 September 2008 a first meeting took place between
(30) Finally,
by
letter
of
12
May
2008,
registered
on
the
same
day, Poland informed the Commission that Amber had
the Polish authorities and Commission staff in the
withdrawn from the privatisation process.
presence of Mostostal. On 8 September the Commission

received a revised draft restructuring plan and on
10 September 2008 another meeting was organised
(31) Poland also informed the Commission that the Polish
with the Polish authorities, Mostostal and the potential
authorities were taking action to relaunch the privati
co-investor Ulstein.
sation process with a view to signing privatisation
agreements by the end of November 2008. Starting on
3 June 2008, Poland submitted daily reports to the
(38) By
letter
of
12
September
2008,
registered
on
the
same
Commission on the actions taken by interested parties
day, Poland submitted the final restructuring plan for
in the relaunched privatisation process. The Commission
SSN drawn up by Mostostal in cooperation with the
met the Polish authorities on 13 June 2008.
Norwegian shipyard Ulstein.

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(39) By letter of 16 September 2008, registered on
help from the Regional Operational Programme for the
17 September 2008, Poland submitted a draft of the
Zachodniopomorskie region under the priority axes for
privatisation agreement between Mostostal and the
support for small and medium-sized enterprises, inno
public owners of SSN, namely the Industrial Devel
vation and technology transfer measures (aiming for
opment Agency and the Polish Shipyards Corporation.
job-creation in the long term) and for social infra
structure and educational infrastructure, focusing on
vocational and lifelong training. Companies in this
(40) By
letter
of
22
September
2008,
registered
on
the
same
region are also eligible for the Innovative Economy Oper
day, Ulstein informed the Commission that it was with
ational Programme.
drawing from the privatisation process and would not be
participating in the restructuring of SSN.
(41) By letter of 22 September 2008, registered on
25 September 2008, Mostostal informed the
(45) SSN
was
created
on
25
June
2002
to
take
over
the
Commission that in view of Ulstein’s decision
shipbuilding activities of Stocznia Szczeciska Porta
Mostostal would be prepared to implement the full
Holding SA (hereinafter SSPH) and its main shipbuilding
restructuring plan for SSN on its own. On
subsidiary Stocznia Szczeciska (hereinafter SS), which
30 September 2008 a meeting took place between the
were declared bankrupt on 29 July 2002. SSN was estab
Polish authorities, the Commission and Mostostal.
lished as an empty shell, free of the debts of SSPH and SS
relating to their former activity.
(42) By
letter
of
27
October
2008
the
Commission
told
Poland the framework conditions for the implementation
of this Decision. By letter of 3 November 2008,
registered on 4 November 2008, Poland undertook to
respect these conditions in full. The Commission
(46) The
new
shipyard
was
taken
over
by
the
State-owned
accepted this commitment by letter of 6 November
Agencja Rozwoju Przemysu SA (Industrial Development
2008.
Agency SA, hereinafter ARP) and the State Treasury with
a view to completing current production and resuming
shipbuilding activities while carrying out the necessary
(43) By
letter
of
14
June
2007
the
Commission
asked
the
restructuring. Formally, the company which took over
Polish authorities to provide information concerning
the former shipbuilding activity was a subsidiary of
the State aid received by SSN after the initiation of the
SSPH created in 1989, Allround Ship Services Sp. z
formal investigation procedure. The Polish authorities
o.o. (hereinafter ASS). In fact, as far back as 2001 the
replied by letter of 11 July 2007, registered on the
fully State-owned SSPH, which was facing a difficult
same day. The Commission asked for further expla
financial situation, decided to concentrate shipbuilding
nations by letter of 13 November 2007. Poland replied
activity in ASS, which was considered to be more open
by letter of 9 January 2008, registered on the same day.
to restructuring than SS. In January 2002 ASS, originally
Poland submitted additional information concerning
a small subsidiary active in painting works, concluded a
State aid granted to the yard by letter of 9 January
framework agreement with SSPH for the construction of
2008, registered on 10 January 2008. Poland informed
hulls and leased production assets from SSPH for this
the Commission about additional measures granted to
purpose. Some weeks before SSPH filed for bankruptcy,
SSN by letters of 6 December 2007, registered on the
it sold ASS to ARP for PLN 1. ASS was then renamed
same day, 9 January 2008, registered on 10 January
Stocznia Szczeciska Nowa (SSN — the beneficiary of
2008, 12 February 2008, registered on 13 February
the aid).
2008, 26 June 2008, registered on 27 June 2008 and
12 September 2008, registered on the same day.
2. DESCRIPTION
(47) At
that
time
SSN
did
not
take
over
the
assets
of
SSPH
2.1. RELEVANT UNDERTAKING
and SS, but leased them instead from the receiver in
(44) The beneficiary is situated in the Zachodniopomorskie
bankruptcy until July 2004. On 20 July 2004 SSN
(Western Pomerania) region, in north-western Poland.
signed agreements with the receivers of SSPH and SS
The Commission notes that, under the State aid rules,
under which it acquired these assets. SSN did not take
companies located in this region are eligible to receive
over the debts of SSPH or SS, and so those debts stayed
help from the Structural Funds under the Convergence
with those two companies and were dealt with under the
objective (
bankruptcy procedure. SSN took over some ongoing

1 ) and from the Cohesion fund ( 2 ). In particular,
companies in this region are potentially eligible to receive
works by concluding new contracts with the shipowners.
( 1 ) Article 5(1) and (3) of Council Regulation (EC) No 1083/2006 of
11 July 2006 laying down general provisions on the European
Regional Development Fund, the European Social Fund and the
Cohesion Fund and repealing Regulation (EC) No 1260/1999 (OJ
(48) ASS took over the employees of SSPH and SS, but the
L 210, 31.7.2006, p. 25).
yard gradually reduced its workforce from 8 071 in 2001
( 2 ) Commission Decision 2006/596/EC of 4 August 2006 drawing up
the list of Member States eligible for funding from the Cohesion
to 5 322 at the end of 2006. In 2007 there were 4 700
Fund for the period 2007-2013 (OJ L 243, 6.9.2006, p. 47).
employees on average.

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(49) The volume of production increased from 158 000 CGT
(53) SSN’s main production facilities are three slipways:
in 2003 to 213 000 CGT in 2005 but in 2006 it
Wulkan Nowy, Odra Nowa and Wulkan 1.
dropped to 167 000 CGT. The order book as
of August 2007 included 30 ships of a total value of
EUR 1 134 million. SSN ranks 32nd in the world and
6th in Europe in terms of the size of its order book.
(54) Immediately
after
its
creation
in
2002,
SSN
started
to
carry out restructuring activities. It drew up the 2003
restructuring plan, which was first approved by its share
holders on 19 December 2002 and later modified in
(50) Its main customers are located in Germany, the
October 2003. The following factors were identified as
Netherlands, Russia and Italy. Its main competitors in
the main reasons for the bankruptcy of the former ship
Europe are Spanish, German and Croatian shipyards.
builder in Szczecin: technological problems, design
errors, low productivity, high costs and external factors
such as the high exchange rate of the Polish zloty and
(51) Currently
80
%
of
SSN
is
owned
by
Korporacja
Polskie
Asian competition. Because of these problems the
Stocznie SA (Polish Shipyards Corporation SA, here
financial markets became reluctant to finance the ship
inafter KPS) and 18 % is owned by ARP. 2 % of the
building, and this led to delays in deliveries and hence an
shares are owned by the State Treasury. ARP is a
accumulation of penalties and debts.
limited company established by law and wholly owned
by the State Treasury. ARP conducts activities entrusted
to it by law, including participating in ownership-restruc
turing processes in State-owned enterprises, managing
(55) The
aim
of
the
restructuring
strategy
was
to
achieve
State Treasury assets and shares on behalf of State insti
enduring profitability by focusing on the container ship
tutions and providing loans and guarantees for the
market and becoming an important producer of chemical
restructuring of public enterprises. KPS is 100 % owned
tankers, ro-ro and con-ro vessels and special-purpose
by ARP and was created to provide financing for ship
vessels. The restructuring plan also included the possi
building companies in Poland.
bility of finding a strategic investor. It was necessary to
alter the original restructuring plan in 2003 because of
the financial difficulties of the cooperating companies,
employees and activities closely associated with SSN.
(52) SSN
is active in the production of ships, including
container ships, chemical tankers, ro-ro ships and multi
purpose vessels. 1 % of the company’s business is in
producing metal structures and various shipbuilding-
(56) The
financial situation of SSN gradually
deteriorated
related services.
significantly.
Table 1
SSN’s production
(PLN million)
2002 2003 2004 2005 2006 30.9.2007
Turnover 424,88 1
114,44 1
303,46 1
416,04 1
199,38 655,87
Operating result –
6,16 –
39,64 –
119,80 –
11,44 –
194,24 –
134,36
Equity 65,01 62,01 112,83 247,96 149,43 81,96
Source: 2006 Information Memorandum, submitted by the Polish authorities on 12 October 2007, and ‘Business plan for SSN for 2008-2012 taking into account
the information obtained in the course of the due diligence process carried out in the shipyard’, submitted by letter of 29 February 2008.
(57) The
external
factors
contributing
to
the
difficult
financial
and Norway, where the wages offered were significantly
situation included the depreciation of the dollar (the
higher.
currency of the yard’s revenues) and the appreciation of
the zloty (the currency of the costs), rising steel prices
2.2. DECISION TO INITIATE THE PROCEDURE UNDER
and difficulty in obtaining ship financing following the
ARTICLE 88(2) OF THE EC TREATY
bankruptcy of SSPH. As regards internal reasons for the
(58) In its decision to initiate the formal investigation
yard’s difficulties, it has been recognised that
procedure, the Commission initially found that some of
the facilities were in poor condition and required
the measures notified to it constituted new aid under
significant upgrading. From 2006 the yard faced
point 3 of Annex IV to the Accession Treaty because
serious workforce problems: a high rate of absenteeism,
they were not granted at the time of accession. The
rotation of employees and the outflow of qualified
Commission listed these measures in part B of the
workers to other shipyards, in particular in Germany
Annex to that decision.

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(59) The Commission also decided that a number of
(65) Firstly, the Commission had doubts concerning the eligi
measures, listed in part A of the Annex to the decision
bility of SSN to receive restructuring aid. It appeared that
to initiate the formal investigation procedure, were
the company had been created to take over the activities
granted to SSN prior to 1 May 2004 and were not
of its bankrupt predecessor, without, however, taking
applicable after accession within the meaning of point
over the debts of the latter. The Commission therefore
3 of Annex IV to the Accession Treaty, and would not
considered that SSN was a new company within the
therefore be examined under the procedure laid down in
meaning of the applicable Community guidelines.
Article 88(2) of the EC Treaty. Those measures are not
therefore covered by the present Decision. None the less,
they have to be taken into account when assessing the
compatibility with the common market of the measures
(66) Secondly,
the
Commission
had
doubts
as
to
whether
the
granted after accession.
restructuring activities (already carried out and ongoing)
would lead to the long-term viability of SSN. The restruc
turing undertaken by the yard mainly concerned reducing
debt and improving liquidity in order to permit
(60) In
essence,
with
regard
to
the
measures
listed
in
part
B
of
production to continue. The alleged costs of genuine
the Annex to the decision to initiate the formal investi
restructuring activities included the costs of purchasing
gation procedure, the Commission argued that a legally
the means of production from the receiver in bankruptcy
binding decision on these measures had not been taken
of SSPH and SS. The Commission noted that even at the
prior to accession, although it recognised that some
end of the restructuring period the planned level of
preliminary steps towards such a decision had been
productivity would remain relatively low compared
taken.
with that of competing European shipyards.
(61) The
first
of
these
measures
is
a
capital
injection
by
ARP.
(67) Thirdly, based on the information available, the
The 2003 restructuring plan provided for a capital
Commission had doubts as to whether appropriate
injection of PLN 241 752 900 but only a part of this
compensatory measures had been adopted, as in fact
capital injection (PLN 180 million) was implemented
no genuine reduction of production capacity had been
before accession. ARP was, however, unable to
implemented at the yard.
implement the entire capital increase of
PLN 241 752 900 for budgetary reasons. According to
Poland, the decision to implement the remaining
capital increase (PLN
61
752
652) was taken on
(68) Fourthly,
the
Commission
had
doubts
as
to
whether
some of the alleged restructuring costs, such as the
21 December 2004.
costs of purchasing production assets, should be
considered eligible as genuinely related to the restruc
turing.
(62) The
second
and
third
aid
measures
are
performance
guar
antees provided by ARP (each corresponding to aid of
PLN 1 935 000). These guarantees relate to ships
(69) Finally,
the
Commission
had
doubts
as
to
whether
the
contracted in 2002. The guarantees for the subsequent
beneficiary’s own contribution to the restructuring plan,
ships were to be issued as soon as the previous ships
either from its own resources or from external financing
were delivered. Thus the guarantees for ships 7 and 8
on market terms, was significant. In particular, the
were supposed to be granted when ships 4 and 5 were
Commission doubted whether the use of cumulated
delivered (in 2005).
profit constituted an own contribution. In addition, the
Commission noted that 78 % of the alleged own
contribution was made up of advance payments from
shipowners, guaranteed by KUKE, the Polish export
(63) The last set of measures which, according to the
credit agency. Considering that SSN was a company in
information available, were not granted before accession,
financial difficulties, the Commission had doubts as to
are measures granted to SSN by the City of Szczecin in
whether the guarantee premiums charged appropriately
the form of write-offs and deferrals of payment of real
reflected the risk involved, whether the collateral required
estate tax. In total these measures represent PLN 12,5
by KUKE was sufficient, and, therefore, whether the
million. These measures, according to the information
proposed own contribution was free of State aid.
provided by the Polish authorities ( 1 ), have not been
granted to the yard to this day.
2.3. COMMENTS FROM INTERESTED PARTIES
(64) The
Commission
decided
to
initiate
the
formal
investi
2.3.1. COMMENTS FROM POLAND
gation because of the following doubts as to the
(70) Following the Commission decision to initiate the formal
compatibility of the restructuring aid with the common
investigation procedure, the Polish authorities submitted
market.
their comments on the decision. The beneficiary did not
present any separate arguments but endorsed the
( 1 ) Letter of 9 January 2008.
submission of the Polish Government.

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L 5/8
EN
Official Journal of the European Union
8.1.2010
(71) The Polish authorities raised several issues. The main
(75) Thirdly, it was argued that the approval of the restruc
contested issue was whether certain aid measures were
turing plan by the Supervisory Board of SSN should be
put into effect before the accession of Poland to the
considered an aid-granting event. In response to the
European Union, i.e. before 1 May 2004, and were not
Commission’s doubts as to whether the Supervisory
applicable after accession. Such measures cannot be
Board was the entity entitled to adopt decisions with
examined by the Commission; only measures that were
financial repercussions binding on shareholders, Poland
not granted before accession are assessed by the
submitted that the Supervisory Board represented the
Commission as notified aid or as unlawful aid pursuant
interests of the shareholders because it was appointed
to the procedure laid down in Article 88(2) of the EC
by them. The members of the Supervisory Board acted
Treaty.
on instructions from the shareholders (ARP and the State
Treasury) and their acts constituted a commitment of the
ARP and the State Treasury to grant the aid.
(72) The Polish authorities contested the Commission’s
finding that the measures presented in part B of the
Annex to the decision to initiate the formal investigation
(76) Fourthly, Poland argued that the approval of the 2003
procedure constituted new aid. The Polish authorities
restructuring plan by the ARP team for the shipbuilding
argued that all the measures included in that table were
industry had reinforced the legitimate expectations of the
granted before Poland’s accession and therefore no new
yard because the members of this team were all represen
aid was planned or granted to SSN.
tatives of ARP on the Supervisory Board. Poland also
confirmed that the real decisions were taken by the
Supervisory Board and the ARP shareholders’ meeting.
Capital injection (part B of the Annex to the decision
to initiate the formal investigation procedure,
measure 61)
(77) Finally, the Polish authorities claimed that the aid had
been granted before accession because the exposure of
(73) Firstly,
the
Polish
authorities
argued
that
SSN
had
had
legitimate expectations that the aid envisaged in the
the State had been specified in the 2003 restructuring
2003 restructuring plan was compatible with State aid
plan and was therefore known before accession.
law. The Polish authorities referred in particular to two
documents: ‘Situation of the Polish shipbuilding industry,
recommended actions and support for this sector’
Guarantees (part B of the Annex to the decision to
(adopted by the Council of Ministers on 16 July 2002)
initiate the formal investigation procedure, measures
and ‘Mid-term strategy of guarantees from the State
62 and 63)
Treasury up to 2010’ (adopted by the Council of
Ministers on 10 June 2003). The Polish authorities
(78) The
Polish
authorities
referred
to
the
rollover
system,
argued that these and similar actions by the central,
under which a new guarantee is extended when a
regional and municipal authorities had been part of a
previous guarantee expires, and argued that this system,
widespread programme to save the shipbuilding industry.
and thus all guarantees covered by it, had been approved
by the Supervisory Board as part of the 2003 restruc
turing plan. They cited the criteria for assessing whether
a guarantee was applicable after accession and considered
(74) Secondly, the Polish authorities claimed that the
these criteria to be decisive in determining whether the
Commission, by requiring the adoption of a ‘legally
aid was granted.
binding act’, was applying the criteria of EC law to
events and national law prior to accession. Poland
asserted that Polish State aid legislation had applied
prior to accession and that this legislation ‘did not
(79) The
Polish
authorities
did
not
react
to
the
Commission’s
provide for a formal decision granting the aid
argument that ARP had not taken the same procedural
addressed to the beneficiary at any point of the
steps in the case of the two contested guarantees as it
procedure.’ All the Polish legislation required was
had done in the case of guarantees granted previously.
approval of the restructuring plan and the aid measures
The Polish authorities did not dispute the Commission’s
contained therein by the President of the Office for
understanding that the shipbuilding contracts concluded
Competition and Consumer Protection, which had
in 2002 contained a clause permitting the buyer to
indeed been given. The Polish authorities argued that ‘it
terminate the contract unilaterally if the yard did not
is uncontested that each measure contained in the finally
provide a performance guarantee within a certain time-
approved restructuring plan was agreed between SSN and
frame.
the relevant aid-granting authority’. Furthermore, Poland
submitted that the provisions of EC law were not
applicable to events which took place before Poland’s
Write-off and deferral of taxes (part B of the Annex
accession and that the Fleuren case ( 1 ), to which the
to the decision to initiate the formal investigation
Commission referred in its decision to initiate the
procedure, measures 64-68)
formal investigation, differed fundamentally from the

present case.
(80) Poland
argued
that
the
State’s
precise
economic
exposure
for these measures had been known before accession. It
( 1 ) Judgment of the Court of First Instance in Case T-109/01 Fleuren
confirmed that the granting authority could not issue
Compost v Commission [2004] ECR II-127.
final decisions on deferral and write-off ex ante.

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EN
8.1.2010 Official
Journal
of
the
European
Union
L
5/9
Eligibility
(87) The
yard’s supplier
of deck cranes and anchor and
mooring equipment, Towimor SA, stated that the yard
(81) In reply to the Commission’s doubts as to whether the
had restored its shipbuilding capacities and survived the
shipyard, as a company created following the bankruptcy
crises of 2002-2004 only because ARP had taken the
of the previous company which operated shipbuilding
lead in the restructuring process. The company
activities in Szczecin, was eligible for restructuring aid,
emphasised that the restructuring plan was being
Poland submitted that the beneficiary of the aid had
successfully implemented and the improvements
existed under a different name (ASS) before the bank
achieved were of a long-term nature.
ruptcy of the previous entity, and had been involved in
shipbuilding.
(88) Lubmor
Sp.
z
o.o.,
a
supplier
of
interior
equipment
for
vessels, stressed the importance of SSN’s existence for
Other aspects of the decision
itself and for other companies cooperating with the yard.

(82) The Polish authorities also provided comments
concerning other aspects of the Commission decision.
(89) Another
supplier,
H.
Cegielski,
which
mainly
produces
In particular, Poland submitted that the restructuring of
marine engines, emphasised that the successful restruc
SSN had had an impact on many areas of its activity and
turing of SSN had saved the whole shipbuilding sector in
was aimed at substantially improving the efficiency of the
2002-2004 and the yard’s systematically improving
yard. The yard had adopted a more focused strategy,
financial results indicated that the restructuring
implemented employment restructuring, improved
measures were leading to long-term improvements.
productivity, introduced a more effective management
system and improved its financial situation. It was
expecting profits in 2005.
(90) Spliethoff’s
Bevrachtingskantoor
BV,
a
customer
of
SSN,
highlighted the yard’s extensive know-how in various
segments of shipbuilding and the quality of the vessels
that it had built. The shipowner pointed out that SSN
(83) Poland also submitted that adequate compensatory
had constructed eight multipurpose vessels for it with
measures had been implemented by the yard as SSN
high technical requirements and quality standards. The
had acquired only part of both the land and the
shipowner expressed the hope that the Commission
structures previously owned by SSPH, and these were
would approve the aid granted to the yard. Other
directly linked to the yard’s shipbuilding capacity.
customers of the yard, Peter Dohle Schiffahrts–KG and
Odfjell, expressed similar opinions.
(84) The
Polish
authorities
argued
that
the
proposed
own
contribution was sufficient. In particular, the future
(91) The
trade
union
Solidarno emphasised the importance
of the shipyard for employment and the economic
profits with which the yard intended to finance part of
situation of the whole region. It expressed the hope
the restructuring costs could not be considered State
that the Commission would immediately end the inves
resources and therefore constituted an own contribution.
tigation and approve the aid received by the yard.
The Polish authorities claimed that the advance payments

guaranteed by the Polish export credits insurance agency
KUKE, which financed the yard’s operation, should also
be considered an own contribution. Poland described the
(92) The Mayor of Szczecin underlined the importance of the
conditions under which KUKE issued these guarantees
yard’s existence for the region and noted that despite
(the premiums and the type of collateral required) and
certain delays the restructuring that had been imple
underlined that KUKE had not had to make any
mented had produced the expected results and the yard
payments to shipowners under the guarantees provided.
was able to compete on the market in the long term.
(93) Business
Club
Szczecin,
an
association
of
employers
for
(85) The
Polish
authorities
noted
that
the
adoption
of
restruc
the development of Szczecin and Western Pomerania,
turing measures had improved the yard’s financial
expressed its support for the restructuring of SSN. It
standing and as a result it had been able to demonstrate
described the difficulties facing the region following the
its viability.
bankruptcy of SSPH in 2002 and stated that the Polish
authorities’ support for the yard had made it possible to
overcome the crisis.
2.3.2. COMMENTS FROM OTHER INTERESTED PARTIES
2.4. DEVELOPMENTS FOLLOWING THE COMMISSION
(86) The
Polish
shipbuilding
employers’
association
Forum
DECISION TO START THE FORMAL INVESTIGATION
Okrtowe explained the reasons for the yard’s difficulties
PROCEDURE
and stated that in its opinion the yard had survived only
thanks to successful implementation of its restructuring
(94) The
Commission
investigation
and
the
relevant
events
are
plan and State aid received for restructuring.
summarised below.

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L 5/10
EN
Official Journal of the European Union
8.1.2010
(95) In reply to the Commission’s decision to initiate the
yard had already restored viability. Nevertheless, Poland
formal investigation procedure, in the autumn of 2005
acknowledged that the yard really did need substantial
the Polish authorities submitted two lines of argument:
modernisation investment of at least PLN 200 million
on the one hand they questioned the Commission’s
and would therefore be sold to a private investor in
competence to act in respect of the measures identified
2008-2009. At the meeting, the Polish authorities
as new aid in the Commission’s decision, and on the
confirmed that a new restructuring plan or a revised
other they argued that even if these measures constituted
version of the 2003 restructuring plan would be
new aid, they were compatible with the common market
submitted to the Commission.
as restructuring aid.
(100) Following the meeting the Polish authorities
(96) In
support
of
its
argument
that
the
aid
was
compatible,
undertook ( 2 ) to submit an amended restructuring plan
Poland submitted the 2003 restructuring plan to the
for SSN to the Commission by 22 May 2006.
Commission. The Commission studied the 2003 restruc
turing plan and sought the assistance of an external
consultant. The Commission concluded that the 2003
restructuring plan did not fulfil any of the conditions
(101) On 26 June 2006 the Commission received a first draft
for the approval of restructuring aid laid down in the
restructuring plan entitled ‘Development plan for
applicable guidelines.
Stocznia Szczeciska Nowa Sp. z o.o. for’ 2006-2011
drawn up with the assistance of the consultancy firm
Deloitte Advisory.
(97) In
December
2005
the
Commission
learned
from
public
sources ( 1 ) that KPS, a capital group under public
ownership, had been created with the aim of integrating
(102) The Commission expressed strong concerns with regard
the three major Polish shipyards in Gdynia, Gdansk and
to this draft during an on-site visit on 13 June 2006 and
Szczecin under one umbrella (hereinafter the consoli
in writing on 17 July 2006, pointing out that the first
dation plan). The main role of KPS was to provide
draft restructuring plan did not appear to be sufficiently
financing for the shipyards’ production. Poland had not
far-reaching to ensure that the yard would recover long-
informed the Commission about the consolidation plan
term viability. The Commission underlined that restruc
at any stage of the procedure, either before or after the
turing needed to be financed in significant part from own
decision to initiate the formal investigation procedure.
resources free of State aid, which was not envisaged in
the draft plan submitted, and that meaningful compen
satory measures needed to be implemented. Noting the
continuing reliance on guarantees provided by KUKE, a
government agency, the Commission warned the yard
(98) At the Commission’s request, at the beginning of 2006
the Polish authorities explained that the consolidation
and the Polish authorities that these guarantees
plan had indeed been considered previously but had
constituted State aid. The Commission urged Poland to
been abandoned and a new strategy for restructuring
revise the draft restructuring plan and submit a complete
the Polish shipbuilding sector would be adopted
version of the plan by the end of August 2006.
shortly. Poland clarified that the role of KPS was to
provide operational financing for the Polish shipyards,
mainly in the form of short-term loans.
(103) Despite these warnings, the 2006 restructuring plan
eventually submitted by Poland in September 2006,
two months late, did not differ substantially from the
first draft. The main criticisms of the 2006 restructuring
(99) At a meeting between the Polish authorities and
plan are described below.
Commission staff on 22 February 2006, the Commission
informed Poland that, on the basis of the information at
its disposal, it was unable to conclude that the 2003
restructuring plan was sufficient to restore the yard to
long-term viability. The Commission stressed that the
(104) In September 2006 Poland informed the Commission
2003 restructuring plan was a start-up plan, which
that on 31 August 2006 the General Assembly of SSN
mainly addressed the financial measures necessary to
had decided to increase the yard’s capital by
resume operation after the bankruptcy of SSPH, rather
PLN 95 million and to prepare by 15 October 2006
than a restructuring plan which guaranteed the resto
offers for potential investors interested in acquiring the
ration of long-term viability. In particular, the
newly issued shares. By 31 December 2006 only two
investments envisaged were insufficient in view of the
companies had expressed an interest in acquiring shares
poor condition of the yard’s equipment and installations.
in SSN: a Polish steel-trading company, Zomrex, and
The Polish authorities and the yard maintained that the
ISD Polska, a subsidiary of the Ukrainian steel producer
Donbas.
( 1 ) Minutes of the Council of Ministers of 25 January 2005 and
5 October 2005 published on its website.
( 2 ) Letter of 13 March 2006.

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EN
8.1.2010 Official
Journal
of
the
European
Union L
5/11
(105) At a meeting on 7 December 2006 (and in writing by
Information Memorandum. The deadline for the
letter of 29 January 2007), the Commission explained to
submission of offers by potential investors had been
the Polish authorities that the 2006 restructuring plan
postponed several times.
did not fulfil any of the conditions for approval of
restructuring aid under the applicable guidelines. At the
meeting the Polish authorities undertook to privatise the
(111) Noting delays in the privatisation process, the
yard in order to improve the prospects of restoring
Commission urged Poland by letter of 3 October 2007
viability and secure a sufficient own contribution to the
to complete it without delay. By letter of 23 October
restructuring. The Polish authorities then confirmed the
2007 Poland informed the Commission that the privati
undertaking to privatise the yard by 30 June 2007 in a
sation would not be completed as planned by the end of
letter of 5 January 2007. While the privatisation
2007. Instead Poland undertook to commence
documents were being drawn up, Poland asked the
negotiations with selected investors as of January 2008.
Commission to indicate what compensatory measures it
The Commission reiterated its concern about the delays
considered necessary for SSN so that potential investors
by letter of 30 November 2007 and specified that it
could be informed accordingly.
expected the new owner of SSN to submit the first
draft of a new restructuring plan by the end of
February 2008. This request was then repeated by the
(106) Following an agreement between Commissioner Neelie
Commission on numerous occasions. The Commission
Kroes and Minister Piotr Wozniak of December 2006,
repeatedly insisted on strict adherence to the privatisation
the Commission engaged in an intensive debate with the
schedule.
Polish authorities and SSN with a view to determining
the compensatory measures necessary. Poland submitted
a proposal for compensatory measures in SSN and
(112) After completing a due diligence process, on
undertook to close slipway Wulkan 1 once the ship
20 December 2007 Amber, the only potential investor
building contracts already signed had been implemented,
interested in acquiring SSN, submitted a conditional
i.e. in March 2010.
binding offer, which was assessed by the privatisation
consultant of KPS and ARP.
(107) The Commission requested a range of data from SSN.
Eventually, Commission staff informed Poland by letter
(113) As of 20 March 2008 Amber was granted exclusive
of 31 July 2007 that they provisionally considered the
negotiating rights, which were then extended several
closure of the Wulkan 1 slipway to be a sufficient
times and finally expired on 12 May 2008.
compensatory measure, provided that the facility was
irreversibly disabled for the purposes of ship assembly
and launching and that the closure was implemented
(114) On 29 February 2008 Poland forwarded to the
by 1 June 2009, or earlier if construction of the
Commission a first draft restructuring plan for SSN
587-IV/09, the last of the vessels scheduled for
drawn up by Amber ( 1 ). Amber submitted updated
assembly on that slipway, was completed earlier.
financial projections by e-mail of 9 April 2008. The
Furthermore, in 2009 the Wulkan 1 slipway could
Commission provided oral comments on this draft at a
only be used for assembly of the 587-IV/09. The basis
meeting in Warsaw on 10 April 2008 between
for this conclusion of the Commission is described
Commission staff, the Polish authorities, the yard and
below. The Polish authorities confirmed their intention
Amber, and sent written comments in a letter of
of implementing the capacity reductions as described in
21 April 2008.
the Commission’s letter.
(115) At a meeting with the Polish authorities on 12 May
(108) In February 2007 the yard’s management sent invitations
2008, Amber announced that it was withdrawing from
to purchase a majority stake in SSN to 57 potential
the SSN privatisation process. Poland informed the
investors. At that time the yard had already been
Commission about this development on the same day.
negotiating for several months with Zlomrex, but in
In its explanation to the State Treasury, Amber explained
the end no decision was taken.
that the principal reason for its withdrawal was the fact
that after an in-depth due diligence investigation of the
yard’s situation it had concluded that the yard would not
become profitable even after implementation of the
(109) A new privatisation effort commenced in autumn 2007.
restructuring measures, including significant investment.
The Commission was consulted on a draft Information
Since Amber was the only bidder, its withdrawal meant
Memorandum in August and September 2007.
that the privatisation process launched in 2007 had
In September the privatisation consultant of KPS and
come to an end.
ARP sent invitations to submit offers to 221 potential
investors.
( 1 ) ‘First version of the SSN restructuring plan with business plan for
SSN for 2008-2012 taking into account the information obtained in
the course of the due diligence process carried out in the shipyard’
and ‘Additional explanations, outline of the restructuring programme
(110) Six potential investors expressed an interest in acquiring
and declared commitments concerning the purchase of SSN
shares in the yard and requested a copy of its
submitted by Amber’ of 29 February 2008.

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L 5/12
EN
Official Journal of the European Union
8.1.2010
(116) On 26 May 2008 Poland informed the Commission that
(123) At a meeting on 30 September 2008, Mostostal
the privatisation process had been relaunched. In
informed the Commission that it still intended to
subsequent daily reports, Poland informed the
cooperate with Ulstein on the restructuring of SSN.
Commission about the action taken by the Polish
Mostostal presented a draft agreement with Ulstein —
authorities to find a buyer for SSN. Poland sent the
not signed or even initialled — on the basis of which
Commission several letters in which potential investors
the two companies were to set up a preferential supplier-
asked to be informed about the continuing privatisation
customer relationship. Ulstein was to subcontract to the
process and to be sent the Information Memorandum
Szczecin shipyard the production of hulls, and later
when it was available.
complete off-shore vessels, for the Ulstein group on
market terms. Again on market terms, Ulstein was also
to share its know-how and experience in the shipbuilding
(117) At a meeting of 13 June 2008 the Polish authorities
sector with Mostostal. The new draft cooperation
informed the Commission that several companies
agreement did not envisage any financial contribution
intended to submit restructuring plans to the
by Ulstein to the restructuring plan of 12 September
Commission by 26 June 2008. The Commission
2008.
subsequently met, at the request of the Polish authorities
and in their presence, two potential investors who had
expressed an interest in purchasing SSN: the Norwegian
company Ulstein and the Polish company Mostostal
2.5. RESTRUCTURING PLAN OF SEPTEMBER 2006
Chojnice. At these meetings both companies presented
(124) The amended restructuring plan covered the period
their restructuring strategies to the Commission.
2006-2011. It had been drawn up in cooperation with
the consultancy firm Deloitte and its objective was to
complete the restructuring that had started in 2002 on
(118) Poland subsequently submitted to the Commission a
the basis of a plan submitted to the Commission in
draft restructuring plan drawn up by Mostostal
October 2005, which had been deemed insufficient to
Chojnice, dated June 2008 and entitled ‘Draft restruc
restore the undertaking’s viability. Under the amended
turing programme for SSN for 2008-2018, work in
restructuring plan, the yard was to recover long-term
progress’ (hereinafter June 2008 Restructuring Plan). On
viability in 2009.
7 July Poland informed the Commission that Mostostal
and Ulstein had signed a letter of intent for possible
cooperation should Mostostal become the owner of
SSN. In connection with this letter of intent, Poland
Change in strategy
submitted to the Commission an updated restructuring
plan drawn up by Mostostal.
(125) One of the core pillars of the new restructuring plan was
the reorientation of SSN to the production of high-tech
vessels. This reorientation was based on the following
considerations: higher added value, growing price
(119) By letter of 14 July 2008 Poland informed the
competition in lower technology segments, the
Commission that the SSN privatisation process was
technical incapacity of SSN to produce very large
continuing and requested additional time for the
container vessels for which demand was currently
potential investors to finalise the restructuring plan.
growing and the existing know-how of SSN, in particular
Poland undertook to submit a complete restructuring
with regard to highly specialised duplex stainless steel
plan for SSN to the Commission by 12 September
chemical tankers.
2008 at the latest.
(120) The Commission agreed to the proposed deadline for the
(126) While the current order book (for delivery in 2008-
full restructuring plan.
2009) was composed mainly of container vessels
(70 %), the yard was already producing higher-end
chemical tankers and con-ro ships (30 %). The plan
(121) On 12 September 2008 Poland submitted a final restruc
assumed that by 2010 the yard would expand its
turing plan for the yard entitled ‘Restructuring
product range in three market segments, namely
programme for Stocznia Szczeciska Nowa for 2008-
chemical tankers, ro-ro (including con-ro and ro-pax)
2012’ (hereinafter restructuring plan of 12 September
and high-tech multipurpose ships.
2008).
Industrial and operational restructuring
(122) On 22 September Ulstein informed the Commission that
it was withdrawing from the privatisation process. In this
(127) Implementation of the new strategy was to be accom
situation, the Commission considers that the plan
panied by marketing and sales campaigns as well as
of September 2008 based on cooperation between
organisational and technological changes in the yard.
Ulstein and Mostostal is no longer valid. Nevertheless,
The total cost of the planned investments and initiatives
this plan will be described and assessed below, in
was estimated at PLN 203,9 million. The investments and
particular since Mostostal announced in its letter of
initiatives were to be implemented in the period 2006-
22 September that it would implement the plan alone.
2009.

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EN
8.1.2010 Official
Journal
of
the
European
Union L
5/13
(128) To address the problem of high absenteeism and the
assumption being PLN 3,26/USD), annual pay increases
outflow of qualified workers, the plan included pay
of 7,5 % (the underlying assumption being 5 % per
increases. These would mean that average pay in 2011
annum) and steel price increases of 20 %.
would be 28 % higher than average pay in 2006.
Financing of ongoing operations
(129) The plan provided for a further reduction of the
workforce to 4 298 employees by 2011, bringing the
(136) The plan assumed that the existing model of financing
workforce down by approximately 20 % from its 2006
operations from shipowners ‘advance payments guar
level (5 322) and 53 % in total from its 2001 level
anteed by KUKE, State Treasury guarantees and State
(8 071). Nevertheless, it was not clear from the plan
loans would be replaced with shipowners’ advance
whether this reduction involved redundancies or
payments guaranteed by KUKE and commercial loans.
transfers to subsidiaries.
(137) The plan referred to financing in the form of additional
(130) Other measures designed to motivate the skilled
State Treasury guarantees on loans of USD 35 million for
workforce were formulated in a very general manner: a
2006 and 2007 and USD 25 million for 2008 and
new human resources policy would be developed, the
2009. It also envisaged replacing KUKE guarantees with
optimum employment level would be identified, the
guarantees obtained on the market and obtaining
current evaluation system would be reviewed and an
commercial loans. The 2006 restructuring plan identified
incentive plan would be developed. Similar projects
only one successful guarantee contract. The plan
were planned for middle management.
envisaged continuing to use KUKE guarantees with an
average annual limit of USD 200 million.
(131) The plan contained measures relating to financial policy
optimisation, such as the plan to introduce contractual
Costs of restructuring
provisions lowering the risk of exposure to fluctuations
in materials prices and exchange rates (natural hedging)
(138) The plan assumed restructuring costs of PLN 374,7
and the plan to negotiate with banks to obtain forward
million and operational costs during the restructuring
contracts. There was no evidence of successful
period of PLN 11 120 million. Both these figures were
negotiation of forward contracts with private banks.
for the period 2002-2009. The cost of planned initiatives
and investments was estimated at PLN 203,9 million. The
financial restructuring was declared to be finished, apart
from a write-off of PLN 20,7 million.
Target figures at the end of restructuring and
financial forecasts
(132) At the end of the restructuring period in 2011, the yard’s
production was expected to reach 211 682 CGT
Own contribution, other sources of financing
compared to 213 044 CGT in 2005.
(139) The restructuring was to be financed from external funds
in the amount of PLN 190 million, including PLN 95
million from an increase in the share capital of the
yard through the issue of new shares to be taken over
(133) The reduction of the workforce would result in an
by a private investor. A resolution on increasing share
increase of productivity from 34 CGT/employee in
capital had been adopted by an extraordinary share
2003 to 49,3 CGT/employee in 2011. In terms of man
holders’ meeting. In September 2006, a subscription
hours/CGT, productivity in 2003 had been 47. Target
for new shares worth PLN 95 million would mean
productivity for 2011 was 34 man hours/CGT.
acquisition of a 21 % share in SSN, the remainder
staying with the State.
(134) The plan forecast that the return on capital employed
(ROCE), not taking pay increases into account, would
be 19 % p.a. on average in 2007-2011, which, it was
(140) The remaining PLN 95 million was supposed to come
claimed, was the level of return expected by a private
from a long-term investment loan, also from a private
investor. The forecast taking pay increases into account
source. According to the financial forecast, the capital
was 1,45 % p.a.
increase as well as the long-term investment loan were
supposed to be implemented over the period 2006-
2009.
(135) The plan also included a sensitivity analysis in respect of
changes in the assumed exchange rates, labour costs and
steel prices. The plan analysed the following factors:
(141) In addition, the plan counted as an own contribution
appreciation of the zloty by 5 % and 10 % over the
PLN 165,9 million of trade credit, which was not
restructuring period 2006-2011 (the underlying
further described.

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L 5/14
EN
Official Journal of the European Union
8.1.2010
(142) The plan stated that additional payments from
(148) For the shipbuilding business, Mostostal based its plan on
shipowners of PLN 628,7 million after the renegotiation
a partnership with the Norwegian shipbuilder Ulstein. On
of contracts should be considered an own contribution.
7 July 2008 the two companies signed a letter of intent
agreeing to negotiate over a possible cooperation
agreement. The cooperation was to consist principally
in Ulstein using part of SSN’s capacity.
(143) The plan counted on financing ongoing operations from
commercial loans and shipowners’ advance payments not
guaranteed by KUKE, the total value of which throughout
the restructuring period 2002-2009 was projected to be
(149) For the steel construction business, Mostostal intended to
PLN 3 200 million.
use the production facilities in Szczecin shipyard to
expand its own production, and to exploit the access
to maritime transport. The plan was optimistic about
(144) The plan assumed that the future cash flow of PLN 399
the development of the Polish market for steel structures,
million would be used in part (PLN 14,5 million) for
expecting in particular large-scale investment in infra
investments and in part for operational activity.
structure in Poland. As to the shipbuilding business,
However, the plan explicitly recognised that this did
the plan envisaged the construction of ro-pax type
not constitute own funds within the meaning of the
vessels and multipurpose vessels, arguing that in these
applicable Community guidelines.
segments prices were on ‘an upward trend independently
of the evolution of the shipbuilding markets’.
Compensatory measures
(150) The plan envisaged asset restructuring consisting in the
(145) According to the restructuring plan, compensatory
hiving off of about 30 % of the current production
measures had been implemented by SSN in the form
surface to other than core activities, including leasing
of a reduction of capacity resulting from the fact that
to a third party. One slipway, Wulkan 1, was to be
SSN had not taken over a significant proportion of the
taken out of shipbuilding production and used for steel
assets and workforce of SSPH after its bankruptcy. In
construction for purposes other than shipbuilding. This
2001, i.e. before the bankruptcy of SSPH, that
was presented in the plan as a compensatory measure. <