THE MINISTER OF TREASURY
OF THE REPUBLIC OF POLAND
hereby invites to negotiations concerning the purchase of shares of the company:
TRANSBUD GDAŃSK S.A.
with registered office in Gdańsk

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 on the Detailed Procedure of Selling Treasury Shares (Journal of Laws No. 34, item 264, as amended), hereby invites all interested parties to negotiations concerning the purchase of a stake of no less than 213.967 (two hundred and thirteen thousand nine hundred and sixty-seven) registered shares, of a nominal value of PLN 10.00 (ten zloty) each, constituting no less than 41.65% of the share capital of the company Transbud Gdańsk S.A. with registered office in Gdańsk, ul. Rzęsna 3, 80-716 Gdańsk, entered in the Register of Entrepreneurs of the National Court Register maintained by the District Court Gdańsk-Północ in Gdańsk, Commercial Division VII of the National Court Register, under number KRS 0000076150, hereinafter referred to as the “Company”.
As at the day of this announcement, 49% of the Company shares is owned by the Treasury.
Pursuant to Article 49(4) of the Act, eligible employees are entitled to acquire up to 15% of the Company shares held by the Treasury (as at the date of taking up the Company shares by the Treasury) i.e. up to 37,758 shares constituting at present 7.35% of the share capital taken up by the Treasury on 23 July 1999.
The Minister of Treasury allows the possibility to include in the Share Purchase Agreement for the Company shares an obligation requiring an Investor selected through the present negotiations to purchase shares not acquired by eligible employees and other entitled persons, at a determined price and upon the call of the Minister of Treasury.
All interested parties, hereinafter referred to as “Potential Investors”, should send a written confirmation of their interest in participating in the negotiations by 1 June 2010 to the following address:
Ministerstwo Skarbu Państwa,
Departament Projektów Prywatyzacyjnych
ul. Krucza 36/Wspólna 6
00-522 Warszawa
Fax: 22 695 88 18
The person responsible for accepting applications and releasing the Company Memorandum is:
Ms. Agnieszka Kazalska (agnieszka.kazalska@msp.gov.pl)
Departament Projektów Prywatyzacyjnych
ul. Krucza 36/Wspólna 6
00-522 Warszawa
Tel: 22 695 97 09 Fax: 22 695 88 18
All parties interested in the purchase of the Company shares who will come to the headquarters of the Ministry of Treasury and present valid company documents, i.e. the Extract from the Register of Entrepreneurs of the National Court Register or a Certificate of Entry in the Register of Business Activity, showing the current representation of the entity (the documents must not be older than three months), and if the interested party is a natural person who is not an entrepreneur – present an identity document, and upon signing the Confidentiality Obligation by duly authorized representatives of the Potential Investor, they shall receive, for a fee, the Company Memorandum containing information on the Company’s legal, economic and financial standing, the process of share acquisition and the structure of replies to the public invitation to negotiations. The fee for the Company Memorandum is PLN 100.00 and it should be paid to the cashier (room 372) of the Ministry of Treasury, between 12:00 and 2:00 PM, or to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego, Branch No. 1 in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008. The Company Memorandum will be available on the day following the day of publication of this invitation and can be collected until 1 June 2010 (4:00 PM).
The negotiations will concern the price for the offered stake of shares, the programme of development of the Company, covering, among other things, the commitment to raise the share capital (or other investment commitments), commitments with respect to environmental protection, commitments concerning the protection of the interests of employees and other persons associated with the Company, and the manner of securing the execution of such commitments.
The deadline for submitting written replies to the public invitation to negotiations concerning the purchase of Company shares by Potential Investors who signed the Confidentiality Obligation and collected the Company Memorandum expires on 2 June 2010 at 12 o’clock (Warsaw time).
Replies of Potential Investors, made in the Polish language, should be submitted in single copy, in a sealed envelope, to the Front Office of the Department of Privatisation Projects, 7th floor, room 739, at the Ministry of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa.
The envelope should be marked: “Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia akcji Spółki Transbud Gdańsk S.A. – NIE OTWIERAĆ" (Reply to the public invitation to negotiations concerning the purchase of shares of the Company Transbud Gdańsk S.A. – DO NOT OPEN) and should include the identification details of the Potential Investor.
Considered will only be replies submitted 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 to negotiations.
The Minister of Treasury will notify in writing each of the Potential Investors who submitted replies to the public invitation to negotiations of the results of examination of such replies by 14 June 2010.
The Minister of Treasury reserves the right to: select one or several Potential Investors with whom negotiation shall be conducted, change the procedure and schedule of negotiations, terminate negotiations without giving reasons, extend the date for submitting replies to the public invitation for negotiations, and to extend the date for notifying Potential Investors of the result of examination of replies.
The Minister of Treasury allows the possibility to accept payment of the purchase price for the shares in instalments on terms and conditions set forth in Article 35 of the Act.
The Minister of Treasury is not responsible for any costs incurred by Potential Investors in connection with their participation in the negotiations and with conclusion of a Share Purchase Agreement for the Company shares.