The Minister of Treasury of
THE REPUBLIC OF POLAND

INVITATION TO PUBLIC TENDER TO PURCHASE SHARES

The Minister of Treasury, with headquarters in Warsaw, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, hereinafter referred to as the “Seller”, acting on behalf of the Treasury, pursuant to Article 33(1)(2) of the Commercialisation and Privatisation Act of 30 August 1996 (consolidated text: Journal of Laws of 2002 No. 171, item 1397, as amended) and the Resolution of the Council of Ministers of 17 February 2009 on the Detailed Procedure of Selling Treasury Shares (Journal of Laws No. 34, item 264, as amended), hereby invites all interested parties to submit their offers in a public tender, hereinafter referred to as the “Tender”, to purchase the shares of the company:

Zakład Wykonawstwa Sieci Elektrycznych Białystok Sp. z o.o. with registered office in Białystok
(hereinafter referred to as the “Company”)

The Minister of Treasury allows the possibility of sale of shares that were not acquired by entitled persons to an Investor selected as a result of the present public tender in case of an expiry of the rights of such eligible persons to a free-of-charge acquisition of such shares.

I. GENERAL INFORMATION

1. The Tender will be held at the Seller’s headquarters.
2. Participation in the tender is open for national and foreign entities, as well as entities acting jointly.
3. In order to participate in the Tender, a bidder is obliged to deposit (before expiry of the deadline specified in section V(1) hereof) a bid security of PLN 330,000.00 (three hundred and thirty thousand zloty) by bank transfer to the Seller’s account held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007.
4. The Seller accepts only full payment for the shares made by bank transfer to the Seller’s account prior to signing the Share Purchase Agreement.

II. PLACE, TIME LIMIT AND CONDITIONS OF INSPECTING COMPANY TENDER DOCUMENTATION

1. In order to inspect the Seller’s documentation concerning the Company – containing information on the Company’s legal, economic and financial standing – the interested parties must:
   
   a) If the bidder is an entrepreneur – present through its authorised representatives a valid transcript from the Register of Entrepreneurs of the National Court Register or a Certificate on Entry into the Register of Business Activity or an Authorisation to collect the documentation by persons not entered in the National Court Register or not named in the Certificate from the Register of Business Activity, and if the interested party is a natural person who is not an entrepreneur – present an identity document.
   
   b) Sign the Confidentiality Obligation at the Seller’s headquarters through a duly authorised representative.
2. Before participating in the Tender, each interested party is obliged to become familiar with the Company Memorandum and the sample Share Purchase Agreement. These documents may be obtained by the interested parties for a fee (PLN 100.00 payable to the Cashier of the Department of General Accountancy and Reporting of the Department of Budget and Finance of the Ministry of Treasury, room 372, between 12:00 – 2:00 PM or to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego SA, Branch No. 1 in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008) at the Seller’s headquarters (room 588) between 10:00 AM and 4:00 PM, starting from the day following the day of publication of this Invitation until 10 June 2010.
3. Detailed information on the requirements for Tender participants and on the detailed conditions to be met by the submitted offers to purchase the Company’s shares are contained in the “Additional Information for Investors Participating in the Tender to Purchase Company Shares” released to bidders.

III. EXAMINATION OF THE COMPANY

Potential Investors will be able to conduct a limited examination of the Company between 17 May 2010 and 2 June 2010 at the Company’s headquarters. Detailed information on the scope and procedures of examination of the Company may be obtained at the Seller’s headquarters, in room 588, between 10:00 AM and 4:00 PM, starting from the day following the day of publication of this Invitation to 1 June 2010.

IV. HOW TO PREPARE THE OFFER

1. All information concerning the requirements for bidders and the detailed terms and conditions to be met by offers to purchase the Company’s shares may be obtained by 2 June 2010.
   
   All queries should be directed to the following address:
   
   Ministerstwo Skarbu Państwa
   Departament Nadzoru Właścicielskiego i Prywatyzacji III
   ul. Krucza 36/Wspólna 6, 00-522 Warszawa
   Tel: (022) 695 87 22
   Fax: (022) 628 57 09
   
   and must be submitted by 26 May 2010.
2. The Seller reserves the right to request additional clarifications from bidders.

V. SUBMITTING THE OFFER AND TENDER PROCEDURE

1. Place, procedure, form and date for submitting offers
   
   A written offer to purchase Company shares must be submitted in person, by registered letter or by courier (with return receipt requested), in a closed envelope marked: “Przetarg – Zakład Wykonawstwa Sieci Elektrycznych Białystok Sp. z o.o. – nie otwierać” (Tender – Zakład Wykonawstwa Sieci Elektrycznych Białystok Sp. z o.o. – do not open) and containing bidder identification details, to the following address: Ministerstwo Skarbu Państwa, Departament Nadzoru Właścicielskiego i Prywatyzacji III, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, pokój nr 501, between 8:15 AM and 4:15 PM.
   
   The final date for submitting offers is 11 June 2010 (2:00 PM).
2. Formal requirements to be met by offers in order to be subjected to merit-based evaluation
   
   Considered will only be offers submitted by Potential Investors who signed the Confidentiality Obligation and collected the documents referred to in section II(2). Offers must be made and submitted in accordance with the Seller’s requirements for bidders, as set forth in this Invitation and in the “Additional Information for Investors Participating in the Tender to Purchase Company Shares”.
3. Offers will be opened on 11 June 2010 at 3:00 PM at the Seller’s headquarters (room 504).
4. The winning bidder will be determined by a committee within 30 working days following the expiry of the date for submitting offers.
5. The merit-based criteria that will be examined is the price offered for the shares.
6. In the event that two or more bidders receive the same score, the winning bidder will be selected in accordance with section II(6) of the “Additional Information for Investors Participating in the Tender to Purchase Company Shares” referred to in section II(3).

VI. MAXIMUM BID VALIDITY PERIOD

Submitted offer shall be binding for the bidder until an agreement is signed with the highest bidder, however not longer than 180 days from the offer submission deadline.

VII. DEADLINE FOR NOTIFYING BIDDERS OF TENDER RESULTS

Bidders will be immediately notified of the tender results in writing.

VIII. RETURN OF BID SECURITY

Upon selecting of the winning offer, the bid security paid by the winning bidder will be credited towards the price of purchase of Company shares. Bid securities paid by the remaining bidders will be immediately returned in accordance with applicable regulations. Should the bidder decide to withdraw after expiry of the offer submission date, or evade from concluding the agreement to purchase Company shares, then the security paid by such bidder will not be returned.

IX. DATE OF CONCLUDING SHARE PURCHASE AGREEMENT

1. The agreement to purchase Company shares will be concluded with the winning bidder within 60 days from the date of notifying such winning bidder of tender results. However, if the winning bidder is obliged to obtain a Decision of the President of the Office of Competition and Consumer Protection (UOKiK) on the absence of impediments to the intended merger of companies or a Decision of the Minister of Internal Affairs and Administration authorising for purchase of Company shares, the share purchase agreement will be concluded within 60 days from the date of a written notification of the Seller by the bidder that the above mentioned consent(s) were obtained.
2. If the winning bidder fails to conclude the Share Purchase Agreement, the Seller may select another offer (the best one) from among the remaining offers without conducting another evaluation of offers.

X. COMPANY WHOSE SHARES ARE THE SUBJECT OF THE TENDER PROCEDURE

Zakład Wykonawstwa Sieci Elektrycznych Białystok Sp. z o.o.
Address: ul. I Armii Wojska Polskiego 8, 15-103 Białystok

The core business activity of the Company is the construction, renovation and modernisation of: overhead high-voltage, medium-voltage and low-voltage lines, medium-voltage and low-voltage; outside and inside transformer and distribution stations, 110/15 kV; energy-saving street and square lighting, masts, electric installations.

XI. TERMS AND CONDITIONS REGARDING THE NUMBER OF PURCHASED SHARES AND THE MINIMUM PRICE FOR A SINGLE SHARE

1. Number of shares
   The share purchase offer should concern 34,000 (thirty-four thousand) shares, of a nominal value of PLN 50.00 (fifty zloty) each, constituting 85% of the share capital of the Company.
2. Minimum price per share
   Minimum price per share shall be PLN 270.30 (two hundred and seventy zloty thirty groszy).

The Seller shall have the right to:
a) decide not to hold a Tender without giving reasons;
b) extend the deadline for offer submission without giving reasons.

Rejected will be offers which:
a) are submitted after the stipulated deadline;
b) do not comply with the terms specified herein.