The Minister of the Treasury
of the Republic of Poland
hereby invites to negotiations regarding the purchase of shares of the following company:

Energa Spółka Akcyjna, with registered office in Gdańsk

The Minister of Treasury with registered office in Warsaw, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the Treasury, pursuant to Article 33 paragraph 1 point 3 of the Commercialization 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 in accordance with the Resolution of the Council of Ministers of 17 February 2009 on detailed procedure of selling Treasury’s shares (Journal of Laws No. 34, item 264, as amended), hereby invites all interested parties to negotiations regarding the purchase of at least 4 120 000 000 (say: four billion one hundred twenty million) ordinary shares, with nominal value of PLN 1.00 (say: one zloty) each, owned by the Treasury, constituting 82.90% of the share capital of the company Energa Spółka Akcyjna, ul. Mikołaja Reja 29, 80-870 Gdańsk, hereinafter referred to as the „Company”.

Pursuant to the act of 7 September 2007 on procedure of acquiring shares from the Treasury during the consolidation of the companies from the power sector (Journal of Laws No. 191, item 1367, as amended) eligible employees of the companies which are being consolidated as well as eligible shareholders are entitled to exchange their shares of the company which is being consolidated, for shares of the company which is consolidating. After this right expires the Minister of the State Treasury expects that the shares not acquired in the abovementioned process, will be sold to the Investor selected during the hereby negotiations.

The core business activity of the Company is: distribution and sale of electric energy and heat, generation of electric energy and heat as well as trade of electric energy.

Interested entities should by 28 May 2010 submit a confirmation of their interest in participating in the process to:

KPMG Advisory Spółka z ograniczoną odpowiedzialnością sp.k.
with registered office in Warsaw,
acting as the Minister of Treasury’s advisor in the sale process of the Company
(in consortium with Salans, D. Oleszczuk Kancelaria Prawnicza sp.k.)

as well as present valid and up-to-date corporate documents, allowing for identification of Potential Investor, i.e. a certified copy of entry in the Register of Entrepreneurs (Company Register), reflecting the current representation of the Potential Investor (issued not earlier than three months prior to submission of the document) and, if required, the powers of attorney. After the above documents have been presented and once the duly authorized representatives of the Potential Investor have signed the document “Confidentiality Agreement”, an electronic version of the Information Memorandum of the Company will be made available to the Potential Investor. The Information Memorandum contains basic information about the legal, economic and financial standing of the Company, the sale process as well as the structure of replies to the public invitation to negotiations.

Potential Investors should submit the abovementioned documents reflecting their interest to:

• Ms Katarzyna Zając, KPMG Advisory Spółka z ograniczoną odpowiedzialnością sp.k., ul.Chłodna 51, 00-867 Warszawa, phone: +48 22 528 12 01, fax: +48 22 528 12 02, e-mail: kzajac@kpmg.pl

The subject of the negotiations shall be in particular the price for the Company’s share package, development program proposed by the Potential Investor, including, among others, investment commitments, commitments with respect to protection of the environment, commitments with respect to protecting the interest of the Company’s employees and other persons associated with the Company as well as the manner of securing execution of such commitments.

The deadline for submission of written responses to the public invitation to negotiations regarding purchase of shares of the Company (Initial Offers) by Potential Investors, who collected the Information Memorandum is 1 June 2010 at 11:00 Warsaw Time.

Responses of Potential Investors to the public invitation to negotiations shall be made in the Polish language in compliance with the conditions described in the Information Memorandum. The responses should be filed in duplicate, in sealed envelopes, at the office of the Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, Front Office of the Department of Ownership Supervision and Privatisation III (room 501). The envelope shall be labelled as follows:

„Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia akcji Spółki
Energa Spółka Akcyjna z siedzibą w Gdańsku – Nie otwierać”
(Reply to the public invitation to negotiations regarding the purchase of shares in
Energa SA – do not open)
as well as shall contain information allowing for identification of the Potential Investor.

The Minister of the Treasury reserves the right to request additional information and explanations from Potential Investors, who submit responses to the public invitation to negotiations.

Potential Investors who submit their responses to the public invitation to negotiations shall be notified in writing by 8 June 2010 as to the decision of the Minister of Treasury regarding the result of examination of their responses.

Only the responses submitted by Potential Investors who have signed the Confidentiality Agreement and received the Information Memoranda shall be considered. The Minister of Treasury reserves the right to: select one or several entities to participate in the negotiations; to withdraw from negotiations without stating a reason; to extend the deadline for submitting the responses to the public invitation to negotiations and to extend the deadline for informing about the results of examination of the responses to the public invitation to negotiations; change the procedure and the schedule of the negotiations.

The Minister of State Treasury shall not reimburse any costs incurred by the entities interested in purchasing the shares with regards to their participation in the negotiations and the conclusion of the Company’s shares purchase agreement.