The Minister of Treasury
hereby invites to public oral auction

for shares in the company:

Biuro Projektów Budownictwa Komunalnego
Spółka z ograniczoną odpowiedzialnością
with registered office in Białystok

The Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the Treasury, pursuant to Article 31a, 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 Selling Treasury Shares (Journal of Laws No. 34, item 264, as amended), hereby invites all interested parties to auction for the purchase of 10,710 shares for one buyer, of a nominal value PLN 50.00 each, constituting 85% of the share capital of the company Biuro Projektów Budownictwa Komunalnego Spółka z ograniczoną odpowiedzialnością with registered office in Białystok (hereinafter referred to as “Shares”), ul. Sienkiewicza 82, 15-005 Białystok, registered under KRS number 0000331524, VAT reg. no. (NIP): 5420207638, hereinafter referred to as the “Company”.

The Company is principally engaged in engineering and related consulting services. Its activities include preparing project documentation for street and road construction and modernization projects, including comprehensive design for construction and alteration of the existing technical infrastructure. With respect to project design, the Company’s activities concern the following utilities: storm-water drainage (street drainage), street lighting and signalling, water mains and distribution pipes, sewage system, gas pipelines, heat distribution networks, communication lines and power engineering. As regards construction and modernisation of streets and roads, the Company prepares project documentation for engineering structures such as: flyovers, viaducts, gangways and underground passageway, bridges, culverts and other structures (noise barriers, crossing places for animals, etc). The Company is one of the leading providers of services in the road construction industry in the north-eastern Poland.

The starting price for the stake of 10,710 Shares is PLN 3,550,365.00 (three million five hundred fifty thousand three hundred and sixty-five zloty).

The starting price for one Share is PLN 331.50 (three hundred thirty-one zloty and fifty groszy).

The minimum bidding increment for the entire stake of 10,710 Shares is PLN 17,755.00 (seventeen thousand seven hundred and fifty-five zloty). The bidders will place their bids orally. If no further bids have been placed by the bidders, the highest bid will be called out with intervals of up to 60 seconds.

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

Entities interested in the purchase of the Company’s Shares through public auction may purchase the “Company Memorandum”. For this purpose they should:

• approach the Ministry of Treasury, room 725, on working days from 16 July 2010 to 13 August 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 not be older than three months), and if the interested party is a natural person who is not an entrepreneur – produce an identity document;
• sign the document “Confidentiality Obligation” through their duly authorized 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 payable to the Cashier (room 372) of the Department 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 directly 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.

The persons responsible for releasing the above documentation are:

• Ms. Anna Arcimowicz-Kołeczek, room 729, tel: (022) 695 86 61;
• Ms. Anna Wyrwińska, room 725, tel: (022) 695 85 09.

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

1. name, surname and address or name and registered office of the entity interested in participating in the auction;
2. Regon No.;
3. NIP No.;
4. E-mail;
5. address for correspondence;
6. telephone number;
7. fax number;
8. attached proof of payment of the bid security deposit, along with an indication of the bank account to which the deposit should be returned;
9. If 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 or as a certified copy made by a notary public;
   
   c) information on the method of financing the Share purchase transaction;
10. If the entity interested in participating in the auction is a legal person:
    
    a) a valid extract from relevant register;
    
    b) details of the person(s) entitled to participate in the auction, along with a power of attorney;
    
    c) details of the person(s) authorised 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 letter b, together with a duly executed power of attorney;
    
    d) information on the method of financing the Share purchase transaction.
11. declaration that the entity interested in participation in the auction:
    
    a) does not default on 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) does not default on 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 party to any court disputes in this regard,
    
    d) is not in breach of any other agreements concluded with the Treasury, and is not party to any court disputes in this regard,
    
    e) is not subject to 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 the 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 additionally 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 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 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 requirements within the scope of such agreement.

Auction applications must be submitted in single copy, in a sealed envelope, to the front office of the Ministry of Treasury or the front office of the Department of Treasury Property, room 447, Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, on working days, during office hours 8:15 AM – 4:15 PM, by 13 August 2010.

The envelope should be marked:

„Zgłoszenie do wzięcia udziału w aukcji dotyczącej nabycia udziałów spółki
Biuro Projektów Budownictwa Komunalnego
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 shares of the company
Biuro Projektów Budownictwa Komunalnego Spółka z ograniczoną odpowiedzialnością with registered office in Białystok – Do not open. [Attn: 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 envelopes are not marked as above.

The auction will be held on 17 August 2010 (at 12:00 o’clock) 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.

A bid security deposit of PLN 355,036.50 (three hundred fifty-five thousand and thirty-six zloty and fifty zloty), which corresponds to 10% starting price, must 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 13 August 2010.

The security deposit is non-refundable in the event where the highest bidder has refused to sign the Share Purchase Agreement or decided not to participate in the auction after expiry of application submission deadline.

Failure to attend the auction and failure by all eligible bidders to offer the starting price shall also be regarded as a withdrawal from the auction.

The Share Purchase Agreement will be concluded with the highest bidder within up to 5 working days from the date of paying the full price for the Shares (reduced by the amount of the bid security deposit) 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.

Full payment for the Shares must be made within 2 (two) weeks from the date of announcing the highest bidder.

In the cases where the purchase of Shares requires:

1. decision of the Chairman of the Office of Competition and Consumer Protection (UOKiK) on the absence of impediments to the intended merger of companies;
2. consent of the Minister of Internal Affairs
   
   - the highest bidder shall 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, payment for the Shares must be made in full within 2 (two) weeks from the day of submitting the above-mentioned decisions to the Minister of Treasury.

Full payment for the Shares may also be made by making a payment equal to the starting price for the Shares reduced by the security deposit already paid to the Seller, within 2 (two) weeks from announcing the highest bidder. In such case, the amount representing the difference between the starting and the final price for the Shares must be paid within 1 (one) month from the payment day of the amount equal to the starting price for the Shares. In such case the deadline for concluding the Share Purchase Agreement is the day of payment of the amount representing the difference between the starting and the final price for the Shares.

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) following confirmation that the full payment for the shares has been made.

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

Text of the Share Purchase Agreement: