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Invitation by the Minister of the State Treasury of
THE REPUBLIC OF POLAND
to participate in negotiations
to purchase shares in:

ENEA Spółka Akcyjna with its registered office in Poznań

The Minister of the State Treasury with its seat in Warsaw, at ul. Krucza 36/Wspólna 6, 00-522 Warsaw, acting on behalf of the State Treasury, pursuant to Articles 33(1)(3) and 33(1)(4) of the Act of 30 August 1996 on Commercialisation and Privatisation (Journal of Laws of 2002, No. 171, item 1397, as amended), hereinafter referred to as the “Act”, and pursuant to the Regulation of the Council of Ministers of 17 February 2009 on Detailed Procedure of Selling Shares of the State Treasury (Journal of Laws of 2009, No. 34, item 264) invites all interested parties (hereinafter referred to as the “Potential Investors”) to participate in negotiations for the purchase of 225,135,940 (in words: two hundred and twenty-five million, one hundred and thirty-five thousand, nine hundred and forty) shares with a nominal value of PLN 1 (in words: one zloty) each (hereinafter referred to as the “Disposed Shares”), held by the State of Treasury, constituting 51% of the share capital of Enea Spółka Akcyjna with its registered office in Poznań at ul. Nowowiejskiego 11, 60-967 Poznań, hereinafter referred to as the “Company”.

Pursuant to Article 36 of the Act, starting from 16 May 2010 eligible employees are entitled to acquire free of charge 15% of the shares in the Company taken up by the State Treasury on the date of entry of the Company in the register, which constitute 9.43% of the shares in the Company as of the date of this invitation. The Minister of the State Treasury envisages the possibility to sell the shares which have not been taken up by the eligible employees to the Potential Investors selected as a result of these negotiations, if the eligible employees’ right to a free-of-charge acquisition of such shares expires.

The Potential Investors who express their interest in the purchase of the Disposed Shares by 27 July 2010 and meet the requirements stated below, shall be offered the “Information Memorandum on ENEA S.A.” (hereinafter referred to as the “Memorandum”) containing basic information on the company’s legal, economic and financial standing and on the process of share disposal and the form of and the requirements which should be met by the written response to the public invitation to negotiations.

The condition for obtaining the Memorandum is the presentation of documents allowing the identification of a Potential Investor, i.e. (i) a current excerpt from the Register of Business Entities of the National Court Register or other register competent for the seat of a Potential Investor or appropriate corporate documents which contain information on the persons authorized to represent the Potential Investor (in the case of foreign entities, such documents should be certified by a Polish consulate or bear an Apostille and they should be translated into the Polish language by a sworn translator) along with the statement signed by the persons authorized to represent a Potential Investor that the information presented in those documents has not changed since the date of their issue; (ii) powers of attorney (if the Potential Investor is represented by an attorney); and (iii) a “Confidentiality Undertaking” document signed by the duly authorized representatives on behalf of the Potential Investor.

The parties interested in the purchase of the Disposed Shares shall submit their applications to: Credit Suisse Securities (Europe) Limited, 17 Columbus Courtyard, London E14 4DA, tel. +44 207 888 8888, fax. +44 20 7888 1600 and Rothschild Polska Sp. z o.o., ul. Emilii Plater 53, 00-113 Warszawa, tel. +48 22 540 6400, fax. +48 22 540 6402.

The persons responsible for receiving applications are: Ralph Berg, Managing Director, tel. +44 (0)20 7883 4732, fax. +44 207 888 47 79, ralph.berg@credit-suisse.com; Michał Szwarc, Director, tel. +48 22 526 56 61, fax. +48 22 526 56 62, michal.szwarc@credit-suisse.com; and Jacek Chwedoruk, Managing Director, tel. +48 22 540 6419, fax. +48 22 540 6402 jacek.chwedoruk@rothschild.com; Jarek Frącki, Director, tel. +48 22 540 6401, fax. +48 22 540 6402, jarek.fracki@rothschild.com.

The subject-matter of the negotiations shall be, in particular, the price of the Disposed Shares, the structure of the transaction that ensures that the State Treasury will sell all of the Disposed Shares and an undertaking to purchase the shares in the Company from the eligible employees (within the meaning of Article 36 of the Act) at the unit price for a single share not lower than the unit price for a single share for which the Potential Investor will acquire the Disposed Shares.

As a result of the negotiations, the State Treasury will conclude an agreement with a selected investor which imposes an obligation on such investor to announce a tender offer to subscribe for the sale of the shares in the Company and imposes an obligation on the State Treasury to subscribe for the sale of the Disposed Shares in response to such tender or another type of agreement which will allow the State Treasury to sell all of the Disposed Shares.

The payment for the Disposed Shares shall be made in cash.

The deadline for submitting written responses to the public invitation to participate in negotiations for the purchase of the shares in the Company by the Potential Investors who have received the Memorandum shall expire on 28 July 2010 at 12.00 Warsaw time.*

Responses to the public invitation to negotiations of the Potential Investors shall be made in the Polish language and in addition in the English language pursuant to the provisions set out in the Memorandum. The responses shall be submitted in two copies, in sealed envelopes, to the seat of the Ministry of the State Treasury, 00-522 Warsaw, at ul. Krucza 36/ Wspólna 6, to the secretary’s office (room 501) of the Department of Corporate Supervision and Privatisation III. The envelopes shall contain the identification data of the Potential Investor and shall be marked as follows:

“Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia akcji ENEA Spółka Akcyjna – Nie otwierać”
(Response to the public invitation to participate in negotiations to purchase shares in ENEA Spółka Akcyjna - Do not open)

The Minister of the State Treasury reserves the right to demand additional information from the Potential Investors who have submitted their responses to the public invitation to participate in negotiations.

The Minister of the State Treasury shall inform each Potential Investor who has submitted a response to the public invitation to participate in negotiations on the decision regarding their response by 16 August 2010, in written form.

Only responses that meet the requirements set out in the Memorandum and are submitted by the Potential Investors who have signed the “Confidentiality Undertaking” document and collected the Memorandum shall be considered. The Minister of the State Treasury also reserves the right to: (i) select one or several entities to participate in the negotiations; (ii) withdraw from negotiations without providing any reasons; (iii) extend the deadlines for submitting responses to the public invitation to participate in negotiations and for announcing the response review result; as well as (iv) change the negotiation procedure and the schedule. The Minister of the State Treasury shall not reimburse any costs incurred by the Potential Investors in connection with their participation in the negotiations, the conclusion of an agreement regarding the sale of the shares in the Company or the announcement and the carrying out of a tender offer.

Information regarding the Company is available at www.enea.pl

This invitation constitutes a public offering within the meaning of Article 3 item 3 of 29 July 2005 Act on Public Offerings, the Conditions Governing the Introduction of Financial Instruments to the Organized Trading System and on Public Companies (Journal of Laws of 2009, No. 185, item 1439, as amended), which, according to Article 129 of the aforementioned act, does not require the preparation, approval and making available to the public of an issue prospectus.

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* The deadline for submission of Potential Investors’ written responses, which was initially scheduled on 28 July 2010 has been extended until 13 August 2010, 12:00 noon (Warsaw time). More information