MINISTER OF TREASURY
OF THE REPUBLIC OF POLAND
INVITES TO NEGOTIATIONS
for the purchase of shares of:

1. Uzdrowisko Kamień Pomorski Sp. z o.o. with registered office in Kamień Pomorski,

2. Uzdrowisko Przerzeczyn Sp. z o.o. with registered office in Przerzeczyn Zdrój,

3. Uzdrowisko WIENIEC Sp. z o.o. with registered office in Wieniec Zdrój

The Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the Treasury, pursuant to Article 33(1)(3) 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 pursuant to the resolution of the Council of Ministers of 17 February 2009 concerning the detailed procedure of disposal of Treasury shares (Journal of Laws of 2009 no. 34, item 264) hereby invites all interested parties to negotiations for the purchase of

• 15,485 (say: fifteen thousand four hundred and eighty-five) shares for one buyer, with a nominal value of PLN 500 (say: five hundred zloty) each, constituting 89.5% of share capital of the company Uzdrowisko Kamień Pomorski Sp. z o.o. with registered office in Kamień Pomorski, ul. Szpitalna 13;
• 88,980 (say: eighty-eight thousand nine hundred and eighty) shares for one buyer, with a nominal value of PLN 50 (say: fifty zloty) each, constituting 85.72% of share capital of the company Uzdrowisko Przerzeczyn Sp. z o.o. with registered office in Przerzeczyn Zdrój, ul. Zdrojowa 32;
• 21,728 (say: twenty-one thousand seven hundred and twenty-eight) shares for one buyer, with a nominal value of PLN 500 (say: five hundred zloty) each, constituting 93% of share capital of the company Uzdrowisko Wieniec Sp. z o.o. with registered office in Wieniec Zdrój, ul. Zdrojowa 2;

The above-mentioned companies are hereinafter collectively referred to as “Companies”.

Pursuant to Article 36(1) of the Act, eligible employees are entitled to acquire free-of-charge up to 15% of the Company’s shares which were taken up by the Treasury on the day the Company was entered in the Register. The Minister of Treasury reserves the right to sell the shares that were not acquired by eligible employees to an entity selected through these negotiations after the right of the eligible employees to acquire such shares free-of-charge has passed.

The Companies’ core business activities are rehabilitation and healthcare services.

All entities interested in the purchase of shares in the Companies shall be entitled to purchase the “Information Memorandum” (a separate document for each Company) containing basic information about the legal, economic and financial standing of the Companies and guidance on how to structure the response to the public invitation to negotiations. To purchase the Memoranda, interested entities are required to approach the headquarters of the Ministry of Treasury (rooms 569 or 570) on business days between 22 April 2010 and 14 May 2010, 12:00 noon – 14:00 pm, produce a transcript from the Register of Entrepreneurs from the National Court Register / certificate of entry in the Register of Business Activity, reflecting the current representatives of the entity (issued not earlier than three months prior to the date of submission) and an Authorisation to collect the documentation (for persons not listed in the National Court Register/Certificate of Entry in the Register of Business Activity) and sign the “Confidentiality Obligation” document. For natural persons, documentation will be made available upon presenting a valid identification document and signing the “Confidentiality Obligation”. The fee for the Company Memorandum is PLN 100.00 payable at the cashier’s desk, room 372, Division of General Accountancy and Reporting of the Department of Budget and Finance of the Ministry of Treasury from 12.00 noon to 2.00 PM or directly to the account of the Ministry of Treasury no. 83 1130 1017 0019 9426 2520 0008, maintained in Bank Gospodarstwa Krajowego, Branch No. 1 in Warsaw.

For the avoidance of any doubt, the Minister of Treasury declares that the “Company Memorandum” shall be issued separately for each Company, upon signing a “Confidentiality Obligation” (for each individual Company), and that the privatization process will be conducted independently for each of the Companies.

The persons responsible for receiving applications are: Ewa Wojda Podolska (room 570, tel. 022/695 87 67) and Anna Wilga (room 569, tel. 022/695 89 40, fax. (022– 695 87 09).

Should Potential Investors be interested in the purchase of shares in more than one Company, each single offer must be made for one of the Companies only.

The subject of negotiations shall be, in particular, the price for the shares and the Company development program recommended by a Potential Investor (including, among other things, commitments to raise the share capital, and other investment commitments, commitments with respect to environmental protection, commitments relating to the protection of the interest of employees and other persons associated with the Companies, as well as methods of securing execution of such commitments). The payment for the shares must be made in full onto the account of the Ministry of Treasury prior to signing the respective share purchase agreement.

Written replies to public invitation for negotiations to purchase shares of the Companies must be filed by 18 May 2010 (till 2.00 PM Warsaw time).

Replies of Potential Investors must be made in the Polish language and filed at the Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, Secretary’s Office of the Department of Corporate Supervision and Privatization IV, room 553, tel. (022) 695 87 10, fax (022) 695 87 09, in a single copy placed in a sealed envelope.

Envelopes must have the identification data of the Potential Investor as well one of the following notes:
„Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia udziałów Spółki Uzdrowisko Kamień Pomorski Sp. z o.o. z siedzibą w Kamieniu Pomorskim - nie otwierać”,
(Reply to Public Invitation for Negotiations to Purchase the Shares of Uzdrowisko Kamień Pomorski Sp. z o.o. with registered office in Kamień Pomorski – Do not open.”);

„Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia udziałów Spółki Uzdrowisko Przerzeczyn Sp. z o.o. z siedzibą w Przerzeczynie Zdroju - nie otwierać”,
(Reply to Public Invitation for Negotiations to Purchase the Shares of Uzdrowisko Przerzeczyn Sp. z o.o. with registered office in Przerzeczyn Zdrój – Do not open.”);

„Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia udziałów Spółki Uzdrowisko Wieniec Sp. z o.o. z siedzibą w Wieńcu Zdroju - nie otwierać”.
(Reply to Public Invitation for Negotiations to Purchase the Shares of Uzdrowisko Wieniec Sp. z o.o. with registered office in Wieniec Zdrój – Do not open.”);

Considered will only be the replies made by Potential Investors who signed the “Confidentiality Obligation” and collected the “Company Memorandum”.

The Minister of Treasury reserves the right to request additional clarifications from Potential Investors who submitted replies to the public invitation for negotiations.

The Minister of Treasury will notify each of the Potential Investors who submitted replies to the public invitation for negotiations of the result of examination of their replies by registered mail sent by 18 June 2010.

The Minister of Treasury reserves the right to: select one or several Potential Investors, with whom negotiation shall be conducted; change negotiation procedure and schedule; terminate negotiations without giving reasons; extend the deadline for filing replies to the public invitation for negotiations and extend the deadline for notifying Potential Investors of the result of examination of their replies.

The Minister of Treasury shall not reimburse any costs incurred by entities interested in the purchase of shares in connection with their participation in the negotiations and with the conclusion of a share purchase agreement for each of the Companies.

The Minister of Treasury invites all interested entities to become familiar with information regarding privatisation, including the 4-year Privatisation Programme, available on the Ministry’s website.