Minister of Treasury

extends an invitation to participate in the publicly announced oral auction
concerning the purchase of shares of:

I. Kopalnia Piasku Kotlarnia S.A. with registered office in Kotlarnia

II. Górnicze Zakłady Dolomitowe S.A. with registered office in Siewierz

III. “ARELAN” S.A. with registered office in Łódź

Minister of Treasury, ul. Krucza 36/Wspólna 6, postal code: 00-522 Warszawa, acting on behalf of the Treasury, pursuant to Article 31(a), in conjunction with Article 33(1)(5) of the Commercialisation and Privatisation Act of 30 August 1996 (Journal of Laws of 2002 No. 171 item 1397, as amended), hereinafter referred to as the “Act” and the Resolution of the Council of Ministers of 17 February 2009 on the Detailed Procedure of Disposal of Treasury-owned Shares (Journal of Laws No. 34 item 264, as amended) extends to all interested parties an invitation to an auction for the purchase of:

I.
577,500 ordinary bearer shares of series A, no. 346 501 to 924 000 for one buyer, with nominal value of PLN 2.05 each, constituting 25% of the share capital of Kopalnia Piasku “KOTLARNIA” S.A. with registered office in Kotlarnia (hereinafter referred to as the “Shares”) at ul. Dębowa 3, 47-246 Kotlarnia, registered under the KRS No. 0000021490, with Tax Identification Number 749 000 72 36, hereinafter referred to as the “Company”.

The objects of the Company include the mining of gravel, sand, clay and minerals.

The starting price for the stake of 577,500 shares is PLN 10,568,250.00 (say: ten million five hundred and sixty-eight thousand two hundred and fifty zloty).

The starting price of one Share is PLN 18.30 (say: eighteen zloty, thirty groszy).

The minimum bidding increment for the entire stake of 577,500 Shares shall be PLN 52,900 (say: fifty-two thousand nine hundred zloty). Bidding increments shall be made orally.

In case no further bids are placed by the bidders, subsequent calls of the highest bid shall be made at intervals not longer than three minutes.
The Share Purchase Agreement will be concluded with the entity placing the highest bid during the auction within up to 5 working days from the date of payment of the full purchase price of shares, reduced by the amount of the bid security paid by a bank transfer to the account of the Ministry of Treasury, account no. 03 1010 1010 0025 1213 3920 0000, maintained with National Bank of Poland, Branch in Warsaw.

Payment must be made in full within 10 working days from the date of announcing the highest bidder.

In the case when the purchase of Shares requires:

1. the decision of the Chairman of the Office of Competition and Consumer Protection (UOKiK) on no impediments to the intended merger of companies;
2. the consent of the Minister of Internal Affairs

• the highest bidder should immediately, and in any case within 60 days from the date of announcing the highest bidder, submit applications to the relevant bodies for the said decisions to be issued. In this case, the payment must be made in full within 5 working days from the day of submitting the above mentioned decisions to the Minister of Treasury.

The Share Purchase Agreement will be concluded at the organisational unit of the Ministry of Treasury responsible for budget and finance at ul. Krucza 36/Wspólna 6, 00-522 Warszawa after the receipt of the full payment for the Shares has been confirmed.

The auction shall be closed upon signing the Share Purchase Agreement.

The bid security of PLN 1,056,825.00 (say: one million fifty-six thousand eight-hundred and twenty-five zloty), which corresponds to 10% of the starting price shall be paid by bank transfer to the account of the Ministry of Treasury, account no. 13 1130 1017 0019 9426 2520 0007, maintained with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, by 18 May 2010. The bid security is non refundable in the event that the highest bidder refuses to sign the Share Purchase Agreement and in the event that an entity decides not to participate in the auction after application submission deadline.

In the event that an entity that has been allowed to take part in the auction fails to turn up or none of the participants offers a starting price, this shall be regarded as the decision to withdraw from participation.

II.
279,832 ordinary bearer shares of series A with numbers 166.501 – 444.000, 165.611 – 165.803, 155.367 – 155.730, 129.487 – 129.701, 124.639 – 125.282,118.031 – 118.206, 89.150 – 89.322, 60.946, 60.366 – 60.678, 20.074, 5.714 – 5.965 for one buyer, with nominal value of PLN 2.01 each, constituting 25% of the share capital of Górnicze Zakłady Dolomitowe S.A. with registered office in Siewierz (hereinafter referred to as the “Shares”) at ul. Bacholińska 11, 42-470 Siewierz, registered under KRS No. 0000049108, with Tax Identification Number 6260003754, hereinafter referred to as the “Company”.

The objects of the Company include the mining of semi-precious stones and stone for the building industry, lime rocks, gypsum, chalk and shale.

The starting price for the stake of 279,832 shares is PLN 20,511,685.60 (say: twenty million five hundred and eleven thousand six hundred and eighty-five zloty, sixty groszy).

The starting price of one Share is PLN 73.30 (say: seventy-three zloty thirty groszy).

The minimum bidding increment for the entire stake of 279,832 Shares shall be PLN 103,000.00 (say: one hundred and three thousand zloty).

Bidding increments shall be made orally. In case no further bids are placed by the bidders, subsequent calls of the highest bid shall be made at intervals not longer than three minutes.

The Share Purchase Agreement will be concluded with the entity placing the highest bid during the auction within up to 5 working days from the date of payment of the full purchase price of shares, reduced by the amount of the bid security paid by a bank transfer to the account of the Ministry of Treasury, account no. 03 1010 1010 0025 1213 3920 0000, maintained with National Bank of Poland, Branch in Warsaw.

Payment must be made in full within 10 working days from the date of announcing the highest bidder.

In the case when the purchase of Shares requires:

1. the decision of the Chairman of the Office of Competition and Consumer Protection (UOKiK) on no impediments to the intended merger of companies;
2. the consent of the Minister of Internal Affairs

• the highest bidder should immediately, and in any case within 60 days from the date of announcing the highest bidder, submit applications to the relevant bodies for the said decisions to be issued. In this case, the payment must be made in full within 5 working days from the day of submitting the above mentioned decisions to the Minister of Treasury.

The Share Purchase Agreement will be concluded at the organisational unit of the Ministry of Treasury responsible for budget and finance at ul. Krucza 36/Wspólna 6, 00-522 Warszawa after the receipt of the full payment for the Shares has been confirmed.

The auction shall be closed upon signing the Share Purchase Agreement.

The bid security of PLN 2,051,168.56 (say: two million fifty-one thousand one hundred and sixty-eight zloty, fifty-six groszy), which corresponds to 10% of the starting price of the stake of shares shall be paid by bank transfer to the account of the Ministry of Treasury, account no. 13 1130 1017 0019 9426 2520 0007, maintained with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, by 18 May 2010.

The bid security is non refundable in the event that the highest bidder refuses to sign the Share Purchase Agreement and in the event that an entity decides not to participate in the auction after application submission deadline.

In the event that an entity that has been allowed to take part in the auction fails to turn up or none of the participants offers a starting price, this shall be regarded as the decision to withdraw from participation.

III.
94,628 ordinary bearer shares of series A with numbers 1 to 94,628 for one buyer, with nominal value of PLN 2.31 each, constituting 27.42% of the share capital of “ARELAN” S.A. with registered office in Łódź (hereinafter referred to as the “Shares”) at ul. Rzgowska 17 A, 93-008 Łódź, registered under the KRS No. 0000133116, with Tax Identification Number 724 00 00 368, hereinafter referred to as the “Company”.

The objects of the Company include the manufacture of worsted yarn, production of yarn from silk and chemical fibres, retail sale of textiles in specialised shops.

The starting price for the stake of 94,628 shares is PLN 2,763,137.60 (say: two million seven hundred and sixty-three thousand one hundred and thirty-seven zloty, sixty groszy).

The starting price of one Share is PLN 29.20 (say: twenty-nine zloty, twenty groszy).

The minimum bidding increment for the entire stake of 94,628 shares shall be PLN 13,800.00 (say: thirteen thousand eight hundred zloty). Bidding increments shall be made orally.

In case no further bids are placed by the bidders, subsequent calls of the highest bid shall be made at intervals not longer than three minutes.
The Share Purchase Agreement will be concluded with the entity placing the highest bid during the auction within up to 5 working days from the date of payment of the full purchase price of shares, reduced by the amount of the bid security paid by a bank transfer to the account of the Ministry of Treasury, account no. 03 1010 1010 0025 1213 3920 0000, maintained with National Bank of Poland, Branch in Warsaw.

Payment must be made in full within 10 working days from the date of announcing the highest bidder.

In the case when the purchase of Shares requires:

• the decision of the Chairman of the Office of Competition and Consumer Protection (UOKiK) on no impediments to the intended merger of companies;
• the consent of the Minister of Internal Affairs,
• the highest bidder should immediately, and in any case within 60 days from the date of announcing the highest bidder, submit applications to the relevant bodies for the said decisions to be issued. In this case, the payment must be made in full within 5 working days from the day of submitting the above mentioned decisions to the Minister of Treasury.

The Share Purchase Agreement will be concluded at the organisational unit of the Ministry of Treasury responsible for budget and finance at ul. Krucza 36/Wspólna 6, 00-522 Warszawa after the receipt of the full payment for the Shares has been confirmed.

The auction shall be closed upon signing the Share Purchase Agreement.

The bid security of PLN 276,313.76 (say: two hundred and seventy-six thousand three hundred and thirteen zloty, seventy-six groszy), which corresponds to 10% of the starting price shall be paid by bank transfer to the account of the Ministry of Treasury, account no. 13 1130 1017 0019 9426 2520 0007, maintained with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, by 18 May 2010. The bid security is non refundable in the event that the highest bidder refuses to sign the Share Purchase Agreement and in the event that an entity decides not to participate in the auction after application submission deadline.

In the event that an entity that has been allowed to take part in the auction fails to turn up or none of the participants offers a starting price, this shall be regarded as the decision to withdraw from participation.

The entities interested in the purchase of shares of the said companies during the publicly announced auction can direct their questions to:

1. Ms. Izabela Greszta, room 436, phone: (22) 695 82 24 - for Kopalnia Piasku Kotlarnia S.A. with registered office in Kotlarnia and Górnicze Zakłady Dolomitowe S.A. with registered office in Siewierz
2. Ms. Eliza Brogowicz, room 434, phone: (22) 695 82 22 - for “ARELAN” S.A. with registered office in Łódź.

Applications for participation in the auction should be made in the Polish language and should contain:

1. name, surname and address or name and registered office of the entity interested in participating in the auction;
2. Regon number;
3. Tax Identification Number;
4. e-mail address;
5. address for correspondence;
6. phone number;
7. fax number;
8. attached evidence of payment of the bid security, along with an indication of the bank account to which the bid security should be refunded;
9. if the entity interested in participation in the auction is a natural person:
   
   a. a photocopy of an identity document confirming the identity of such person, certified by a notary public to be a true copy of the original,
   
   b. if the natural person is engaged in a business activity – a valid certificate confirming entry in the Register of Business Activity, if separate provisions of law require the entity to be entered in the Register of Business Activity, submitted in original, transcript or as a certified copy made by a notary public,
   
   c. information on the method of financing of the share purchase transaction;
10. if the entity interested in participation in the auction is a legal person:
    
    a. a valid extract from the relevant register,
    
    b. details of the person(s) entitled to participate in the auction, along with a power of attorney,
    
    c. details of the person(s) entitled to represent the entity in signing the agreement, along with a duly executed power of attorney, in the event that the identity of the signee is different than the identity of the person specified in item 10(b),
    
    d. information on the method of financing of the share purchase transaction;
11. declaration that the entity interested in participation in the auction:
    
    a. is not in default with payment of any taxes, or a declaration that the entity obtained, in accordance with the law, the required exemption, deferral, division of overdue amounts into instalments or a stay of execution (in full) of the decision of a relevant authority,
    
    b. is not in default with payment of fees or premiums for social or medical insurance, or a declaration that the entity obtained, in accordance with the law, the required exemption, deferral, division of overdue amounts into instalments or a stay of execution (in full) of the decision of a relevant authority,
    
    c. is not in breach of any other privatisation agreements and that the entity is not a party to any court disputes in this regard,
    
    d. is not in breach of any other agreements concluded with the Treasury, and that the entity is not a party to any court disputes in this regard,
    
    e. is not a subject of liquidation proceedings and that no bankruptcy was announced, apart from entities which upon announcement of bankruptcy made an arrangement approved under a valid court decision, provided that such arrangement does not provide for satisfaction of creditors by liquidation of the assets of the bankrupt entity,
    
    f. is not entered in the Register of Insolvent Debtors,
    
    g. is not registered in the Credit Information Bureau as an unreliable borrower.

The documents specified in the invitation must be submitted in writing as original documents or the copies thereof, which were certified by a notary public to be true copies of the original.

The documents made in a foreign language should be submitted along with the translation thereof into the Polish language made by a sworn translator.

An apostille should be attached to the documents that are public documents within the meaning of the Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents (Journal of Laws of 2005 No. 112, item 938), which were made in accordance with the applicable laws of a country that is a party to the Convention.

The documents that are public documents within the meaning of the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents, which were made in accordance with the applicable laws of a country that is not a party to the Convention should be legalised before they are submitted.

Apostille or legalisation are not required insofar as a bilateral or multilateral agreement that is binding for the Republic of Poland abolishes or simplifies the legalisation procedure or exempts the documents from legalisation within the scope of such agreement.

Applications for the auction should be submitted in one copy, in a sealed envelope, to the Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, to the front office of the Ministry of Treasury or the front office of the Department of Treasury Property, room 447, on business days, during office hours, i.e. 8.15 AM – 4.15 PM by 18 May 2010.

A respective inscription should be placed on the envelope:

I.

„Zgłoszenie do udziału w aukcji dotyczącej nabycia akcji spółki
Kopalnia Piasku „Kotlarnia” S.A. z siedzibą w Kotlarni
Nie otwierać.
Zgłoszenie przekazać do sekretariatu Departamentu Mienia Skarbu Państwa
w Ministerstwie Skarbu Państwa”.
(“Application to participate in the auction for the purchase of shares of Kopalnia Piasku “Kotlarnia” S.A. with registered office in Kotlarnia – Do not open. Please submit the application to the front office of the Department of Treasury Property of the Ministry of Treasury.”)

II.

„Zgłoszenie do udziału w aukcji dotyczącej nabycia akcji spółki
Górnicze Zakłady Dolomitowe S.A. z siedzibą w Siewierzu
Nie otwierać
Zgłoszenie przekazać do sekretariatu Departamentu Mienia Skarbu Państwa
w Ministerstwie Skarbu Państwa”.
(“Application to participate in the auction for the purchase of shares of Górnicze Zakłady Dolomitowe S.A. with registered office in Siewierz – Do not open. Please submit the application to the front office of the Department of Treasury Property of the Ministry of Treasury.”)

III.

„Zgłoszenie do udziału w aukcji dotyczącej nabycia akcji spółki
„ARELAN” S.A. z siedzibą w Łodzi
Nie otwierać
Zgłoszenie przekazać do sekretariatu Departamentu Mienia Skarbu Państwa
w Ministerstwie Skarbu Państwa”.
(“Application to participate in the auction for the purchase of shares of “ARELAN” S.A. with registered office in Łódź – Do not open. Please submit the application to the front office of the Department of Treasury Property of the Ministry of Treasury.”)

Applications to participate in the auction will not be accepted after the expiry of the stipulated date and/or if no inscriptions, as indicated above, have been placed on the envelopes.

The auction will commence on 21 May 2010 at 10.00 AM, room 116 at the Ministry of Treasury, Warsaw, ul. Krucza 36/Wspólna 6.

The invitation to participate in the auction and the terms and conditions of the auction are subject to change or withdrawal by the Minister of Treasury.

The text of the Share Purchase Agreements: