THE MINISTER OF TREASURY
of the Republic of Poland

INVITATION TO A 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 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 submit their offers in a public tender, hereinafter referred to as the “Tender,” to purchase shares of the company:

Agencja Rozwoju Regionalnego S.A. with registered office in Bielsko-Biała
(hereinafter referred to as the “Company”)

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, the bidder is obliged to deposit (before expiry of the deadline specified in section IV, item 1, hereof) a bid security of PLN 48,200.00 (say: forty-eight thousand two hundred zloty) 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 THE COMPANY’S TENDER DOCUMENTATION

1. In order to be to allowed to inspect the Seller’s documentation concerning the Company’s legal, economic and financial standing, each interested party is obliged to:
   
   a) if the interested party is an entrepreneur – present through its authorised representatives a Valid Transcript from the Register of Entrepreneurs of the National Court Register, a Certificate from the Register of Business Activity, or an Authorisation to collect 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 constituting a part of the offer. Bidders may obtain these documents for a fee (PLN 100.00 payable to the Cashier at the Accounting and Payroll Division of the Department of Budget and Finance at the Ministry of Treasury, room 372, between 12:00 – 2:00 PM, or directly to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego S.A., 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 – 4:00 PM, within the period starting from the day following publication date of this Invitation, to 22 July 2010.
3. Detailed information concerning the requirements for bidders as well as the detailed terms and conditions to be met by the submitted offers to purchase the Company’s shares is contained in the Additional Information for Investors Participating in the Tender to Purchase the Company’s Shares.

III. HOW TO PREPARE THE OFFER

1. Detailed information concerning the requirements for bidders as well as the detailed terms and conditions to be met by the offers to purchase the Company’s shares may be obtained by 16 July 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
   faks (022) 628 57 09
   
   Deadline for submitting queries expires on 9 July 2010.
2. The Seller reserves the right to request additional clarifications from bidders.

IV. SUBMITTING THE OFFER AND TENDER PROCEDURE

1. Place, procedure, form and time limit for submitting offers
   
   Written offers to purchase the Company’s shares must be submitted personally, by registered mail or by courier, against confirmation of receipt, in a closed envelope marked: “Przetarg – Agencja Rozwoju Regionalnego S.A. – nie otwierać” (Tender – Agencja Rozwoju Regionalnego S.A. – Do not open) and including also the identification details of the bidder, to the following address: Ministerstwo Skarbu Państwa, Departament Nadzoru Właścicielskiego i Prywatyzacji III, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, room 501, in the hours 8:15 AM – 4:15 PM.
   
   The final date for submitting offers is 23 July 2010, 2:00 PM.
2. Formal requirements that must 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). The offers must be made and submitted in accordance with the Seller’s requirements for bidders, set forth in this Invitation and in the Additional Information for Investors Participating in the Tender to Purchase the Company’s Shares.
3. Offers will be opened on 23 July 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 criterion that will be examined is the price offered for the shares.
6. In the event that two or more bidders obtain 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 the Company’s Shares, referred to in section II(3).

V. 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.

VI. DEADLINE FOR NOTIFYING BIDDERS OF TENDER RESULTS

The bidders will be immediately notified of the tender results in writing.

VII. RETURN OF BID SECURITY

Upon selecting the winning offer, the bid security paid by the winning bidder will be credited towards the price of purchase of the Company’s 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 the Company’s shares, then the security paid by such bidder will not be returned.

VIII. DATE OF CONCLUSION OF SHARE PURCHASE AGREEMENT

1. The agreement to purchase the Company’s shares will be concluded with the winning bidder within 60 days from the date of notifying such winning bidder of the 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 the Company’s 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 the best offer from among the remaining offers without conducting another evaluation of offers.

IX. COMPANY WHOSE SHARES ARE THE SUBJECT OF THE TENDER

Agencja Rozwoju Regionalnego S.A.
Address: ul. Cieszyńska 365, 43-382 Bielsko-Biała

The company’s core business activities include other consulting on conducting business activity and management.

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

1. Number of shares
   The offer to purchase Company shares should concern 6,983 (say: six thousand nine hundred and eighty-three) shares, of a nominal value of PLN 100 (say: one hundred zloty) each, constituting 21.93% of the Company’s share capital.
2. Minimum price per one share
   The minimum price per one share shall be PLN 690.08 (say: six hundred and ninety zloty and eight groszy).

Without giving reasons, the Seller shall have the right to:

a) decide not to hold the Tender,

b) extend the deadline for submitting offers.
 

Rejected will be offers which:

a) are submitted after the stipulated deadline,

b) do not comply with the terms and conditions specified herein.