Minister of Treasury
OF THE REPUBLIC OF POLAND
invites to participate in negotiations
concerning the purchase of the shares of

OZGraf Olsztyńskie Zakłady Graficzne S.A. with registered office in Olsztyn

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 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 negotiations concerning the purchase of the stake of 909,500 (say: nine hundred and nine thousand five hundred) registered shares of series A, with a nominal value of PLN 10 (sat: ten zloty) each, constituting 85% of the share capital in the company OZGraf Olsztyńskie Zakłady Graficzne S.A. with registered office in Olsztyn, address: ul. Towarowa 2, 10-417 Olsztyn, hereinafter referred to as the “Company.”

As at the day of this announcement, 100% of the Company shares is owned by the Treasury.

Pursuant to Article 36 of the Act, 160,500 (say: one hundred and sixty thousand five hundred) shares constituting 15% of the share capital in the company shall be granted, free of charge, to eligible employees. The Minister of Treasury envisages the possibility to sell the shares which have not been taken by the eligible employees to the entity selected as a result of these negotiations, as soon as the eligible employees’ right to a free-of-charge acquisition of such shares has expired.

The company’s business activities include book printing and services related to the preparation of books for printing and bookbinding.

To all interested Potential Investors who will submit their declarations of interest in the purchase of shares in the Company to Agencja Konsultingu Gospodarczego “Accord’Next” Sp. z o.o., acting as the Company Privatisation Advisor to the Minister of Treasury, by 10 August 2010, i.e. by the day directly preceding the deadline for submitting the responses to the public invitation to negotiations concerning the purchase of the stake of shares in the Company (hereinafter the “Responses”), and sign the “Confidentiality Obligation” document, the “Memorandum of OZGraf Olsztyńskie Zakłady Graficzne SA with registered office in Olsztyn” (hereinafter the “Memorandum”), containing the information about the Company’s legal, economic and financial standing and the structure of Responses shall be made available.

To obtain the Memorandum, Potential Investors should present: a document identifying the Potential Investor, i.e. a photocopy of the document confirming the identity, a transcript from the register of entrepreneurs from the National Court Register/certificate of entry in the register of economic activity, reflecting the current standing of the entity (issued not earlier than three months prior to the date of submission) and the proxy, if applicable, to act on behalf of the Potential Investor and the confirmation of payment of the fee for the Memorandum.

If the bidder interested in negotiations is a foreign entity, documents submitted in a foreign language shall be translated into the Polish language by a sworn translator.

The fee for the Company Memorandum is PLN 100.00 payable to the cashier at the Ministry Treasury MSP, room 372, between 12:00 and 2:00 PM, or directly to the bank account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 83113010170019942625200008 (payment reason: “MEMORANDUM INFORMACYJNE – OZGraf Olsztyńskie Zakłady Graficzne S.A. z siedzibą w Olsztynie”).

Applications should be submitted to:

Agencja Konsultingu Gospodarczego „Accord’Next” Sp. z o.o.
ul. Słubicka 18, 53-615 Wrocław, II floor, TGG building
tel. (+48 71) 349 09 60, fax (+48 71) 349 09 67
e-mail: biuro@accord.wroc.pl

Persons responsible for receiving applications are: Agnieszka Zajączkowska and Alicja Goszczyńska.

The subject of negotiations shall be in particular 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, 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 responses to the public invitation to participate in the negotiations for the purchase of the Company shares by Potential Investors who received the Information Memorandum shall expire on 11 August 2010 at 12:00 noon, Warsaw time.

Responses shall be made in the Polish language in the manner pursuant to the provisions stipulated in the Memorandum. They shall be submitted in two copies, in sealed envelopes to the Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, at the secretary’s office of the Department of Corporate Supervision and Privatisation II, room 600.

The envelopes shall contain the identification data of the Potential Investor and be marked as follows:

“Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia akcji Spółki OZGraf Olsztyńskie Zakłady Graficzne S.A. z siedzibą w Olsztynie – Nie otwierać” (Response to the public invitation to negotiations concerning the purchase of shares of the Company OZGraf Olsztyńskie Zakłady Graficzne S.A. with registered office in Olsztyn – do not open)

The Minister of Treasury reserves the right to request additional information from the Potential Investors who submit Responses. The Minister of Treasury shall inform each entity that has submitted a Response about the result of its examination in writing, by 8 September 2010.

The Minister of Treasury shall only accept a one-off payment for shares made by means of a transfer order.

Only responses submitted by the Potential Investors who have signed the document Confidentiality Statement and collected the Memorandum shall be considered.

The Minister of Treasury also reserves the right to: select one or several entities to participate in the negotiations; to withdraw from negotiations without giving any reasons; to extend the deadline for submitting Responses; to extend the deadline for informing about the Response examination result; and to change the negotiation procedure and schedule.

The Minister of Treasury shall not reimburse costs incurred by the entities in connection with preparation of the offer, participation in the negotiations and the conclusion of a share purchase agreement.