Minister of Treasury
extends an invitation to participate in the publicly announced oral auction
concerning the purchase of shares of:
I. Nasycalnia Podkładów Sp. z o.o. with registered office in Czeremcha
II. Ośrodek Hodowli Zarodowej Kłanino Sp. z o.o. with registered office in Bobolice
III. Stadnina Koni “Strzegom” Sp. z o.o. with registered office in Strzegom

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 subsequently 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 subsequently amended) extends to all interested parties an invitation to an auction for the purchase of:

I.

74,800 shares for one buyer, with a nominal value of PLN 50.00 each, constituting 85% of the share capital of Nasycalnia Podkładów Sp. z o.o. with registered office in Czeremcha (hereinafter referred to as “Shares”), address: ul. Fabryczna 7, 17–240 Czeremcha, registered under the KRS no. 0000303426, with Tax Identification Number 543-020-04-19 hereinafter referred to as the “Company.”

The Company’s activities include the production of railroad ties, switch sleepers and railway bridge sleepers from coniferous and deciduous wood as well as telegraph, electric and hop poles. Additionally, the Company offers comprehensive range of installment of tie plates, assembly of railway spans and sawmill production.

The starting price for the stake of 74,800 Shares shall be PLN 8,762,820.00 (say: eight million seven hundred and sixty-two thousand eight hundred and twenty zloty).

The starting price for one Share is PLN 117.15 (say: one hundred and seventeen zloty and fifteen groszy).

The minimum bidding increment for the entire stake of 74,800 Shares shall be PLN 44,000.00 (say: forty-four 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 highest bidder shall be obliged to acquire the shares that are not acquired by the employees eligible to acquire them free of charge as set forth in the Act, subject to terms and conditions of the Share Purchase Agreement attached hereto.

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, address: 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 876,282.00 (say: eight hundred and seventy-six thousand two hundred and eighty-two zloty) which corresponds to 10% of the starting price of Shares shall be paid by bank transfer to the account of the Ministry of Treasury, no. 13 1130 1017 0019 9426 2520 0007, maintained with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, by 21 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 the highest bidder 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 the shares of Nasycalnia Podkładów Sp. z o.o. with registered office in Czeremcha through the publicly announced auction may purchase the “Company Memorandum.” To do so, interested entities should:

• approach the Ministry of Treasury, room 565 on working days: from 30 April 2010 to 20 May 2010, between 12:00 noon and 2:00 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 standing of the entity (issued not earlier than three months prior to the date of submission), and in the event that the interested entity is a natural person who is not an entrepreneur – produce the ID card,
• sign the “Confidentiality Obligation” document by the duly authorized representatives of the interested entities.

The “Company Memorandum” contains the information concerning the Company’s legal, financial and economic standing. The price for the “Company Memorandum” is PLN 100.00 and is payable at the cashier’s desk, room 372, Division of General Accountancy and Reporting of the Department of Budget and Finances of the Ministry of Treasury from 12:00 noon to 2:00 PM or to the account of the Ministry of Treasury, maintained in Bank Gospodarstwa Krajowego, Branch No. 1 in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008.

The person responsible for providing access to the said documentation is:

• Mr Łukasz Stackiewicz, room 565, tel. (022) 695 84 15.

The entity interested in the purchase of Shares of Nasycalnia Podkładów Sp. z o.o. with registered office in Czeremcha may be granted the right to investigate the Company’s documentation. To obtain such right, the entity should:

• submit by 11 May 2010 a request to examine the Company’s documents to the Department of Ownership Supervision and Privatisation IV at the Ministry of Treasury (room 553, fax: (22) 695 87 09) along with a statement by a bank or a savings and credit union where the entity holds an account (issued after 31 December 2009), confirming that the entity has financial resources equal to the amount of the bid security or has creditworthiness to that amount,
• sign the “Confidentiality Obligation” document.

After 11 May 2010, the Minister of Treasury may grant the right to investigate the documentation of the Company and its enterprise to the entity that has submitted the required documents.

II.

4,238 shares for one buyer, with a nominal value of PLN 500.00 each, constituting 100% of the share capital of Ośrodek Hodowli Zarodowej Kłanino Sp. z o.o. with registered office in Bobolice (hereinafter referred to as “Shares”), address: Kłanino 22, 76-020 Bobolice, registered under the KRS no. 0000099465, with Tax Identification Number 673-001-03-27 hereinafter referred to as the “Company.”

The Company’s principal activities are dairy cattle farming as well as crop production, including trading activity in this scope.

The starting price for the stake of 4,238 Shares shall be PLN 1,421,001.40 (say: one million four hundred and twenty-one thousand and one zloty and forty groszy).

The starting price for one Share is PLN 335.30 (say: three hundred and thirty-five zloty and thirty groszy).

The minimum bidding increment for the entire stake of 4,238 Shares shall be PLN 7,200.00 (say: seven thousand two 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, address: 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 142,100.14 (say: one hundred and forty-two thousand one hundred zloty and fourteen groszy) which corresponds to 10% of the starting price of Shares shall be paid by bank transfer to the account of the Ministry of Treasury, no. 13 1130 1017 0019 9426 2520 0007, maintained with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, by 21 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 the highest bidder 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 the shares of Ośrodek Hodowli Zarodowej Kłanino Sp. z o.o. with registered office in Bobolice through the publicly announced auction may purchase the “Company Memorandum.” To do so, interested entities should:

• approach the Ministry of Treasury, room 565 on working days: from 30 April 2010 to 20 May 2010, between 12:00 noon and 2:00 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 standing of the entity (issued not earlier than three months prior to the date of submission), and in the event that the interested entity is a natural person who is not an entrepreneur – produce the ID card,
• sign the “Confidentiality Obligation” document by the duly authorized representatives of the interested entities.

The “Company Memorandum” contains the information concerning the Company’s legal, financial and economic standing. The price for the “Company Memorandum” is PLN 100.00 and is payable at the cashier’s desk, room 372, Division of General Accountancy and Reporting of the Department of Budget and Finances of the Ministry of Treasury from 12:00 noon to 2:00 PM or to the account of the Ministry of Treasury, maintained in Bank Gospodarstwa Krajowego, Branch No. 1 in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008.

The person responsible for providing access to the said documentation is:

• Mr Jacek Topyło, room 565, tel. (022) 695 89 12.

The entity interested in the purchase of Shares of Ośrodek Hodowli Zarodowej Kłanino Sp. z o.o. with registered office in Bobolice may be granted the right to investigate the Company’s documentation. To obtain such right, the entity should:

• submit by 11 May 2010 a request to examine the Company’s documents to the Department of Ownership Supervision and Privatisation IV at the Ministry of Treasury (room 553, fax: (22) 695 87 09) along with a statement by a bank or a savings and credit union where the entity holds an account (issued after 31 December 2009), confirming that the entity has financial resources equal to the amount of the bid security or has creditworthiness to that amount,
• sign the “Confidentiality Obligation” document.

After 11 May 2010, the Minister of Treasury may grant the right to investigate the documentation of the Company and its enterprise to the entity that has submitted the required documents.

III.

68,051 shares for one buyer, with a nominal value of PLN 50.00 each, constituting 100% of the share capital of Stadnina Koni “Strzegom” Sp. z o.o. with registered office in Strzegom (hereinafter referred to as “Shares”), address: ul. Kasztelańska 20Ł, 58–150 Strzegom, registered under the KRS no. 0000133167, with Tax Identification Number 884-10-08-346 hereinafter referred to as the “Company.”

The Company’s principal activities include cattle farming as well as production of milk and crops (cereal grains, rape).

The starting price for the stake of 68,051 Shares shall be PLN 2,719,317.96 (say: two million seven hundred and nineteen thousand three hundred and seventeen zloty and ninety-six groszy).

The starting price for one Share is PLN 39.96 (say: thirty-nine zloty and ninety-six groszy).

The minimum bidding increment for the entire stake of 68,051 Shares shall be PLN 14,000.00 (say: fourteen 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, address: 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 271,930.00 (say: two hundred and seventy-one thousand nine hundred and thirty zloty) which corresponds to 10% of the starting price of Shares rounded down shall be paid by bank transfer to the account of the Ministry of Treasury, no. 13 1130 1017 0019 9426 2520 0007, maintained with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, by 21 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 the highest bidder 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 Stadnina Koni “Strzegom” Sp. z o.o.
with registered office in Strzegom through the publicly announced auction may purchase the “Company Memorandum.” To do so, interested entities should:

• approach the Ministry of Treasury, room 570 on working days: from 30 April 2010 to 20 May 2010, between 12:00 noon and 2:00 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 standing of the entity (issued not earlier than three months prior to the date of submission), and in the event that the interested entity is a natural person who is not an entrepreneur – produce the ID card,
• sign the “Confidentiality Obligation” document by the duly authorized representatives of the interested entities.

The “Company Memorandum” contains the information concerning the Company’s legal, financial and economic standing. The price for the “Company Memorandum” is PLN 100.00 and is payable at the cashier’s desk, room 372, Division of General Accountancy and Reporting of the Department of Budget and Finances of the Ministry of Treasury from 12:00 noon to 2:00 PM or to the account of the Ministry of Treasury, maintained in Bank Gospodarstwa Krajowego, Branch No. 1 in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008.

The person responsible for providing access to the said documentation is:

• Ms Paulina Warszewska, room 570, tel. (022) 695 83 11.

The entity interested in the purchase of Shares of Stadnina Koni “Strzegom” Sp. z o.o. with registered office in Strzegom may be granted the right to investigate the Company’s documentation. To obtain such right, the entity should:

• submit by 11 May 2010 a request to examine the Company’s documents to the Department of Ownership Supervision and Privatisation IV at the Ministry of Treasury (room 553, fax: (22) 695 87 09) along with a statement by a bank or a savings and credit union where the entity holds an account (issued after 31 December 2009), confirming that the entity has financial resources equal to the amount of the bid security or has creditworthiness to that amount,
• sign the “Confidentiality Obligation” document.

After 11 May 2010, the Minister of Treasury may grant the right to investigate the documentation of the Company and its enterprise to the entity that has submitted the required documents.

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,
    
    a) 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 working days, during office hours, i.e. 8:15 AM – 4:15 PM, by 21 May 2010.

A respective inscription should be placed on the envelope:

I. „Zgłoszenie do udziału w aukcji dotyczącej nabycia udziałów spółki
Nasycalnia Podkładów Sp. z o.o. z siedzibą w Czeremsze – 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
Nasycalnia Podkładów Sp. z o.o. with registered office in Czeremcha – 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 udziałów spółki
Ośrodek Hodowli Zarodowej Kłanino Sp. z o.o. w Bobolicach – 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
Ośrodek Hodowli Zarodowej Kłanino Sp. z o.o. with registered office in Bobolice – 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 udziałów spółki
Stadnina Koni „Strzegom” Sp. z o.o. z siedzibą w Strzegomiu – 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
Stadnina Koni “Strzegom” Sp. z o.o. with registered office in Strzegom – 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 31 May 2010, at 12:00 noon in 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 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: www.msp.gov.pl.
 

The text of the Share Purchase Agreements: