THE MINISTER OF TREASURY
of the Republic of Poland

INVITATION TO AN OPEN WRITTEN PUBLIC TENDER
TO PURCHASE SHARES

The Minister of Treasury, 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 (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 of 2009 No. 34, item 264), hereby invites all interested parties to submit their offers in an open written public tender, hereinafter referred to as the “Tender,” to purchase:

• 6,616 (say: six thousand six hundred and sixteen) shares, constituting 100% of the share capital of the Company: Przedsiębiorstwo Produkcyjno-Handlowe AGROPOL Sp. z o.o. with registered office in Sokołów,

• 16,722 (say: sixteen thousand seven hundred and twenty-two) shares, constituting 100% of the share capital of the Company: Przedsiębiorstwo Produkcji i Hodowli Ryb Słodkowodnych w Krakowie Sp. z o.o. with registered office in Dubie,

(hereinafter referred to as the “Companies”).

The tender shall be held separately for each Company.

I. GENERAL INFORMATION

1. The Tender will be held at the Seller’s headquarters.
2. Participation in the tender is open to 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 539,204.00 (say: five hundred and thirty-nine thousand two hundred and four zloty) – for the company Przedsiębiorstwo Produkcyjno-Handlowe AGROPOL Sp. z o.o. with registered office in Sokołów,
   
   • PLN 131,769.36 (say: one hundred and thirty-one thousand seven hundred and sixty-nine zloty and thirty-six groszy) – for the company Przedsiębiorstwo Produkcji i Hodowli Ryb Słodkowodnych w Krakowie Sp. z o.o. with registered office in Dubie,
   
   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.

II. PLACE AND TIME LIMIT FOR INSPECTING TENDER DOCUMENTATION AND BECOMING ACQUAINTED WITH THE COMPANIES’ ENTERPRISE

1. The Company Memorandum, the sample Share Purchase Agreement and the Additional Information for Investors Participating in the Tender to Purchase Company Shares can be inspected by bidders (for a fee of PLN 100.00, separately for each Company, payable at the Cashier’s Office, room 372, 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 no. 83 1130 1017 0019 9426 2520 0008 held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw) from the first day following the day of publication of this Invitation till 20 July 2010, upon prior presentation of a copy from the Register of Entrepreneurs of the National Court Register/Certificate of Entry in the Register of Business Activity by authorized representatives or an Authorisation to collect documentation by persons not listed in the copy from the National Court Register/Certificate of Entry in the Register of Business Activity, or in the case of natural persons upon presenting a valid identification document, and upon signing a confidentiality document at the seat of the Seller between 12.00 and 2.00 PM, room 565.
2. Bidders will be able to acquaint themselves with the Company’s enterprise on a day agreed with the Seller after submitting a request for carrying out an examination of the Company by 20 July 2010.
3. Detailed terms and conditions of purchase of the Company’s shares along with the requirements concerning minimal investment commitments, commitments related to the protection of employees’ interests and further commitments, along with the methods of ensuring that these commitments are met, are specified in this Invitation, in the Additional Information for Investors Participating in the Tender to Purchase the Company Shares and in the sample Share Purchase Agreement made available to bidders, all of which constitute an integral part hereof.
4. Considered will only be offers made by bidders who signed the Confidentiality Obligation and collected the Company Memorandum, the sample Share Purchase Agreement and 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 23 July 2010.
   
   All queries should be directed to the following address:
   
   Ministerstwo Skarbu Państwa
   Departament Nadzoru Właścicielskiego i Prywatyzacji IV
   ul. Krucza 36/Wspólna 6, 00-522 Warszawa
   tel. (022) 695 87 10
   fax. (022) 695 87 09
   
   The deadline for submitting queries expires on 21 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 OFFER
   
   1) Written offers to purchase the Company’s shares must be submitted, against confirmation of receipt, in a closed envelope marked: "Tender, Company’s business name …. Company’s address (being the subject of the offer), do not open” and including also the identification details of the bidder, to the following address: Ministerstwo Skarbu Państwa, Departament Nadzoru Właścicielskiego i Prywatyzacji IV, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, room 553, in the hours 10:00 AM–3:00 PM. The final date for submitting offers is 27 July 2010 (12:00 noon).
2. OPENING OFFERS AND SELECTION OF THE WINNING BIDDER
   
   1) Offers will be opened on 27 July 2010 at 1:00 PM in room 26.
   
   2) The winning bidder will be determined by a committee within 30 working days following the expiry of the date for submitting offers.
3. FORMAL REQUIREMENTS WHICH MUST BE MET FOR THE OFFERS TO BE SUBJECTED TO MERIT-BASED EVALUATION
   
   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 the Company’s Shares.
4. MERIT-BASED CRITERIA SUBJECT TO EVALUATION AND SCORING
   
   1) Merit-based criteria to be evaluated and their respective scoring are set forth in section I of the Additional Information for Investors Participating in the Tender to Purchase the Company’s Shares (Offer Evaluation Sheet).
   
   2) In the event that two or more bidders receive the same score, the winning bidder will be selected in accordance with the procedure set forth in section III of the Additional Information for Investors Participating in the Tender to Purchase the Company’s Shares, referred to hereinabove.

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, considering also the deadline mentioned in section IV.2.2 of this Invitation.

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

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.

IX. COMPANIES WHOSE SHARES ARE THE SUBJECT OF THE TENDER

• Przedsiębiorstwo Produkcyjno-Handlowe AGROPOL Sp. z o.o. with registered office in Sokołów, whose core business activities include growing of crops combined with farming of animals, production of milk and feeds, as well as service activities related to growing of crops and farming of animals
  62-300 Września, ul. Szlachecka 26
  Tel: (061) 4387526
  Fax: (061) 4387568
• Przedsiębiorstwo Produkcji i Hodowli Ryb Słodkowodnych w Krakowie Sp. z o.o. with registered office in Dubie, whose core business activities include freshwater fish breeding, processing and marketing of fish and service activities related to construction of ponds
  32-064 Rudawa, Dubie 21
  Tel/Fax: (012) 282-09-63

X. TERMS AND CONDITIONS REGARDING THE NUMBER OF PURCHASED SHARES AND THE MINIMUM PRICE FOR SINGLE SHARE OF PRZEDSIĘBIORSTWO PRODUKCYJNO-HANDLOWE AGROPOL Sp. z o.o. with registered office in Sokołów

a) Number of shares

The share purchase offer should concern 6,616 (say: six thousand six hundred and sixteen) shares, constituting 100% of the share capital of the Company, of a nominal value of PLN 600.00 (say: six hundred zloty) each.

b) Minimum price per one share

The minimum price per one share shall be PLN 1,630 (say: one thousand six hundred and thirty zloty).

XI. TERMS AND CONDITIONS REGARDING THE NUMBER OF PURCHASED SHARES AND THE MINIMUM PRICE FOR SINGLE SHARE OF PRZEDSIĘBIORSTWO PRODUKCJI I HODOWLI RYB SŁODKOWODNYCH W KRAKOWIE Sp. z o.o. with registered office in Dubie

a) Number of shares

The share purchase offer should concern 16,722 (say: sixteen thousand seven hundred and twenty-two) shares, constituting 100% of the share capital of the Company, of a nominal value of PLN 500.00 (say: five hundred zloty) each.

b) Minimum price per one share

The minimum price per one share shall be PLN 157.60 (say: one hundred and fifty-seven zloty and sixty groszy).

The Seller shall have the right to:
a) decide not to hold a tender without giving reasons,
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.