Minister of Treasury
invites to participate in the public oral auction
concerning the purchase of the shares of:

I. Białostockie Przedsiębiorstwo Robót Zmechanizowanych i Maszyn Budowlanych
Spółka z ograniczoną odpowiedzialnością with registered office in Białystok

II. TRANS-MASZ Przedsiębiorstwo Transportu i Maszyn Drogowych
Spółka Akcyjna with registered office in Stargard Szczeciński

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 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 Shares (Journal of Laws No. 34 item 264, as amended) invites all interested parties to an auction concerning the purchase of:

I.
3,825 shares for one buyer, with a nominal value of PLN 100.00 for one buyer, with a nominal value of PLN 85% of the share capital in the company under the name of Białostockie Przedsiębiorstwo Robót Zmechanizowanych i Maszyn Budowlanych Spółka z ograniczoną odpowiedzialnością with registered office in Białystok (hereinafter referred to as the “Shares”), address: ul. gen. Fr. Kleeberga 12, 15-691 Białystok, registered under the KRS no. 0000318905, with Tax Identification Number 5420208098, hereinafter referred to as the “Company.”

The objects of the Company include hire and operation of tower cranes and other building machinery; repair of building machinery and power hydraulics devices, overhaul of rail and fixed-base tower cranes, gantry cranes and the manufacture of rope slings in accordance with the licnense granted by the Office of Technical Inspection; manufacture and installation of steel structures.

The starting price for the stake of 3,825 Shares shall be PLN 6,430,972.50 (say: six million four hundred and thirty thousand nine hundred and seventy-two zloty and fifty groszy).

The starting price for one Share is PLN 1,681.30 (say: one thousand six hundred and eighty-one zloty and thirty groszy).

The minimum bidding increment for the entire stake of 3,825 Shares shall be PLN 32,155.00 (say: thirty-two thousand one hundred and fifty-five zloty). The bidders will place their bids orally.

If no further bids are placed by the bidders, subsequent calls of the highest bid shall be made not later than every 1 minute.

The highest bidder shall be obliged to purchase the shares that will not be acquired by eligible employees who are entitled to acquire such shares on a free-of-charge basis in accordance with the Act, under the terms and conditions set forth in the Share Purchase Agreement, hereinafter referred to as the “Share Purchase Agreement,” enclosed to the Invitation.

The Share Purchase Agreement will be concluded with the highest bidder within up to 5 working days from the date of payment of the full purchase price of the Shares (reduced by the amount of the bid security) by a bank transfer to the account of the Ministry of Treasury, account no. 03 1010 1010 0025 1213 3920 0000, held with the 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, however not later than within 60 days from announcing the highest bidder, apply to appropriate authorities for issuing the above decisions. In such 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 (ul. Krucza 36/Wspólna 6, 00-522 Warszawa) after receipt of the full payment for the shares has been confirmed.

The auction shall be closed upon signing the Share Purchase Agreement.

A bid security of PLN 643,097.00 (say: six hundred and forty-three thousand and ninety-seven zloty), which corresponds to 10% of the starting price should be paid by bank transfer to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007, by 25 June 2010.

The bid security is non-refundable in the event that the highest bidder refuses to sign the Share Purchase Agreement or decides not to participate in the auction after expiry of application submission deadline.

If an eligible entity fails to attend the auction, it shall also be considered as withdrawal from the auction, similarly as the failure of the auction participants to offer the starting price during the auction.

II.
42,255 ordinary registered shares of series B numbered from 1422 to 1431, from 1570 to 1601, from 1672 to 1693, from 2162 to 2215, from 2432 to 2458, from 4365 to 4463, from 7632 to 7730, from 9389 to 51300 for one buyer, with a nominal value of PLN 50.00 each, constituting 74.13% of the share capital in the company under the name of TRANS-MASZ Przedsiębiorstwo Transportu i Maszyn Drogowych Spółka Akcyjna with registered office in Stargard Szczeciński (hereinafter referred to as the “Shares”), address: ul. Na Grobli 4, 73-110 Stargard Szczeciński, registered under the KRS no. 0000106613, with Tax Identification Number 854-21-28-309, hereinafter referred to as the “Company.”

The objects of the Company include road renovations and annual road maintenance as well as manufacture of road works machinery. The Company is the Poland’s leading manufacturer of sprinklers for asphalt emulsion, road kombains and aggregate scattering trailers. It also provides services related to transport and equipment.

The starting price for the stake of 42,255 Shares shall be PLN 5,235,394.50 (say: five million two hundred and thirty-five thousand three hundred and ninety-four zloty and fifty groszy).

The starting price for one Share is PLN 123.90 (say: one hundred and twenty-three zloty and ninety groszy).

The minimum bidding increment for the entire stake of 42,255 Shares shall be PLN 26,177.00 (say: twenty-six thousand one hundred and seventy-seven zloty).

The bidders will place their bids orally. If no further bids are placed by the bidders, subsequent calls of the highest bid shall be made not later than every 1 minute.

The Share Purchase Agreement will be concluded with the highest bidder within up to 5 working days from the date of payment of the full purchase price of the Shares (reduced by the amount of the bid security) by a bank transfer to the account of the Ministry of Treasury, account no. 03 1010 1010 0025 1213 3920 0000, held with the National Bank of Poland, Branch in Warsaw.

Payment must be made in full within 7 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, however not later than within 60 days from announcing the highest bidder, apply to appropriate authorities for issuing the above decisions. In such 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 (ul. Krucza 36/Wspólna 6, 00-522 Warszawa) after receipt of the full payment for the shares has been confirmed.

The auction shall be closed upon signing the Share Purchase Agreement.

A bid security of PLN 523,539.45 (say: five hundred and twenty-three thousand five hundred and thirty-nine zloty and forty-five groszy), which corresponds to 10% of the starting price for the stake of shares should be paid by bank transfer to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007, by 25 June 2010.

The bid security is non-refundable in the event that the highest bidder refuses to sign the Share Purchase Agreement or decides not to participate in the auction after expiry of application submission deadline.

If an eligible entity fails to attend the auction, it shall also be considered as with drawal from the auction, similarly as the failure of the auction participants to offer the starting price during the auction.
 

Entities interested in the purchase of shares of the aforementioned Companies through a public auction may purchase the “Company Memorandum.” For this purpose they should:

• approach the Ministry of Treasury, room 725 or 729 on business days from 31 May 2010 to 24 June 2010, between 12:00 and 2:00 PM,
• present a Transcript from the Register of Entrepreneurs of the National Court Register / Certificate on Entry into the Register of Business Activity, showing the current representation of the entity (certificate must be issued not earlier than three months prior to the date of submission), and if the interested party is a natural person who is not an entrepreneur – present an identity document,
• sign the document “Confidentiality Obligation” through their duly authorised representatives.

The “Company Memorandum” contains information on the Company’s legal, economic and financial standing. The fee for the “Company Memorandum” is PLN 100.00 and should be paid to the Cashier (room 372) of the Division of General Accounting and Reporting of the Department of Budget and Finance at 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 SA, Branch No. 1 in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008.

Persons responsible for providing access to the said documentation are:

1. for Białostockie Przedsiębiorstwo Robót Zmechanizowanych i Maszyn Budowlanych Sp. z o. o. with registered office in Białystok:
   - Ms Anna Arcimowicz-Kołeczek, room 729, tel. (22) 695 86 61,
   - Ms Agnieszka Kazalska, room 729, tel. (22) 695 97 09.
2. for TRANS-MASZ Przedsiębiorstwo Transportu i Maszyn Drogowych S.A. with registered office in Stargard Szczeciński:
   - Ms Anna Arcimowicz-Kołeczek, room 729, tel. (22) 695 86 61,
   - Mr Dominik Wieczorek, room 725, tel. (22) 695 86 34.

For the avoidance of any doubt, the Minister of Treasury declares that the “Company Memorandum” is issued for each Company individually. Moreover, the Minister of Treasury declares that the privatisation process will be conducted for each of the Companies individually.

The entity interested in the purchase of shares in the aforementioned Companies can come forward to the Ministry of Treasury and, upon establishing the deadline by the Ministry, may be granted the right to investigate the Company’s documentation and its enterprise. To obtain such right, the entity should submit by 14 June 2010 a request to examine the Company’s documents to the front office of the Department of Privatisation Projects at the Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, room 739, fax: (022) 695 88 18, along with a statement by a bank or a savings and credit union where the entity holds an account (issued after 30 April 2010), confirming that the entity has financial resources equal to the amount of the bid security or has creditworthiness to that amount and sign the “Confidentiality Obligation” document.

After 14 June 2010, the Minister of Treasury may grant the right to investigate the Company’s documentation and its enterprise to the entity that has submitted the required request.

Auction applications should be made in the Polish language and should contain:

1. name, surname and address or name and registered office of the interested entity;
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 number to which the bid security should be refunded;
9. where the entity interested in participating 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. where 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 the 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,
    
    g. 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 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 their translation 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.

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 is 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 agreements.

Auction applications should be submitted in single copy, in a sealed envelope, to the front office of the Ministry of Treasury, 00 - 522 Warszawa, ul. Krucza 36/Wspólna 6 or to the front office of the Department of Treasury Property, room 447, on business days, during office hours, 8:15 AM – 4:15 PM by 25 June 2010.

The envelopes should be marked, respectively:

I.
„Zgłoszenie do udziału w aukcji dotyczącej nabycia udziałów spółki
Białostockie Przedsiębiorstwo Robót Zmechanizowanych i Maszyn Budowlanych
Spółka z ograniczoną odpowiedzialnością z siedzibą w Białymstoku
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 the company
Białostockie Przedsiębiorstwo Robót Zmechanizowanych i Maszyn Budowlanych
Spółka z ograniczoną odpowiedzialnością with registered office in Białystok.
Do not open.
Please forward the application to the front office of the Department of Treasury Property at the Ministry of Treasury)

II.
„Zgłoszenie do udziału w aukcji dotyczącej nabycia akcji spółki
TRANS-MASZ Przedsiębiorstwo Transportu i Maszyn Drogowych Spółka Akcyjna z siedzibą w Stargardzie Szczecińskim
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 the company
TRANS-MASZ Przedsiębiorstwo Transportu i Maszyn Drogowych Spółka Akcyjna  with registered office in Stargard Szczeciński.
Do not open.
Please forward the application to the front office of the Department of Treasury Property at the Ministry of Treasury)

Applications to participate in the auction will not be accepted after the expiry of the stipulated date and/or if the envelope is not marked as indicated above.

The auction will be held on 30 June 2010, at 2:00 PM, in room 116 at the Ministry of Treasury, Warsaw, ul. Krucza 36/Wspólna 6.

The auction invitation and the terms and conditions of the auction are subject to change or withdrawal by the Minister of Treasury.
 

Texts of the Share Purchase Agreements: