THE MINISTER OF TREASURY OF THE REPUBLIC OF POLAND

INVITATION TO PUBLIC TENDER
FOR THE PURCHASE OF SHARES

The Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the State Treasury, hereinafter referred to as the “the Seller”, pursuant to Article 33(1)(2) of the Act of 30 August 1996 on commercialization and privatisation (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 detailed procedure of disposal of State Treasury-owned shares (Journal of Laws No. 34, item 264 as amended) invites interested parties to submit their bids in the written public tender, hereinafter referred to as “the Tender”, regarding the purchase of the shares of the Company:

Rzeszowskie Zakłady Graficzne S.A. with registered office in Miłocin
hereinafter referred to as „the Company”

Pursuant to Article 36 (1) of the Act, the eligible employees have the right to acquire, free of charge, up to 15% of the shares of the Company taken up by the State Treasury on the day of entering the Company in the register. The Minister of Treasury takes into account the possibility to sell the shares, which have not been acquired by the eligible employees, to the Investor selected as a result of this Tender, after the expiration of the right of eligible persons to acquire the shares free-of-charge.

I. GENERAL INFORMATION

1. Business name and address of the Company:
   Rzeszowskie Zakłady Graficzne S.A.
   Address: Miłocin 181, 36-062 Zaczernie, phone (17) 850-93-6280-959, fax. (17) 850-93-61, www.rzgraf.com.pl; rzg@rzgraf.com.pl; KRS number: 0000011274.
   The principal objects of the Company are printing and publishing activities.
2. Object of the Tender:
   The object of the Tender is 595.000 (say: five hundred ninety five thousand) ordinary registered shares, constituting 16,01 % of the share capital of the Company with a nominal value of PLN 5.80 (say: five zloty eighty groszy) each;
   pursuant to Article 36 (1) of the Act 105,000 (say: one hundred and five thousand) shares have been reserved for acquisition free of charge by the eligible employees of the Company.
3. The Tender shall take place at the registered office of the Seller.
4. The Tender may be attended by domestic and foreign entities, as well as entities acting collectively.
5. The reserve price per share is PLN 4,25 (say: four zlotys twenty five groszy).
6. Prior to submitting their Bid each interested Bidder shall be required to pay a tender security in the amount of PLN 126,437.50 (say: one hundred twenty six thousand four hundred and thirty seven zlotys fifty groszy) to the account no. 13 1130 1017 0019 9426 2520 0007 kept by Bank Gospodarstwa Krajowego, First Office in Warsaw, until the day of opening the bids.
7. The Seller accepts only one-off payment for the shares, by bank transfer, effected before the signature of the Share Purchase Agreement.

II. VENUE, DEADLINE AND CONDITIONS FOR REVIEWING THE TENDER DOCUMENTATION

1. Before tendering the Bidder shall be obliged to review the Detailed terms and conditions of the public tender for the purchase of shares in the Company, including the Company’s Information Memorandum and the form of the Share Purchase Agreement. These documents shall be available to the Interested entities against payment of PLN 100 (say: one hundred zlotys), payable at Cashier’s Office of the Ministry of Treasury, Accounting and Payroll Section, room 372, between 12:00 PM to 02:00 PM, or to the account of the Ministry of Treasury no. 83 1130 1017 0019 9426 2520 0008 kept by Bank Gospodarstwa Krajowego, First Office in Warsaw

To obtain the a.m. documents a requirement is to:

• appear at the Ministry of Treasury, Department of Ownership Supervision and Privatisation II, room 668 on business days: between 21.07.2010 and 19.08.2010, at. 12:00 PM to 02:00 PM;
• submit a transcript from the Register of Entrepreneurs of the National Court Register/Certificate of entry in the register of business activity specifying the current representation of the entity (with the date of issue not earlier than three months prior to the document presentation date) and, if the interested party is a natural person, submit an identification document;
• have a document entitled “Confidentiality Statement” signed by duly authorised representatives of the interested entities.

The person responsible for making the above documentation available is: Mrs. Agata Falba, room 668, phone (22) 695 84 00.

III. MANNER OF BID PREPARATION

1. Detailed information on the requirements to be complied with by the Participants of the Tender and detailed terms and conditions to be complied with by the Bid for the purchase of Company shares are set out in the Detailed terms and conditions of public tender for the purchase of Company shares, in accordance with the rules set out in item II of the Invitation.
2. Subject to Section 12 (2) of the Resolution, the Seller shall have the right to require the Bidders to provide additional explanations.

IV. BID SUBMISSION AND TENDER PROCEDURE

1. Venue, procedure and form of Bid submission:
   Written Bid for the purchase of Company shares should be submitted personally, by registered mail or by courier delivery with receipt confirmation, in a sealed envelope with the following inscription:
   
   "Tender - Bid for the purchase of shares of the Company: Spółki Rzeszowskie Zakłady Graficzne S.A. with registered office in Miłocin – do no open”
   
   and particulars of the Bidder, to the following address: Ministry of Treasury, Department of Ownership Supervision and Privatisation II, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, room no. 601, between 8:15 AM to 04:15 PM.
2. The deadline for submitting the bids shall expire on 19 August at 12:00 PM.
3. The opening of the bids shall take place on 16 August at 12:30 PM, room 604 at the registered office of the Seller.
4. Collective examination and selection of the winning Bid shall be made within 30 working days of the date of opening the Bids.
5. The criterion considered during examination shall be the price for the shares to be sold.
6. The Tender result shall be promptly notified to Bidders in writing.
7. Formal terms and conditions which shall be the basis for examining the Bid are as follows:
   
   • Only Bids submitted by those Bidders who have signed the document “Confidentiality Statement” and collected the available documentation referred to in item II of the Invitation shall be examined;
   
   • A Bid should be drawn up and submitted in accordance with the requirements for Bidders as laid down by the Seller in the Invitation and Detailed terms and conditions of public tender for the purchase of Company shares.

V. MAXIMUM PERIOD OF BEING BOUND BY THE BID
The Bidder shall be bound by the submitted bid until notified on the selection of other bid, however, no longer than 180 days from the deadline for submitting Bids.

VI. RETURN OF BID SECURITY
Upon selecting the successful Bid the bid security paid by the selected Bidder shall be recognized as payment on account of the purchase price for Company’s shares. Bid securities previously paid by the other bidders shall be returned immediately in accordance with currently valid applicable law. Bid security shall not be returned in case a Bidder backs off after the deadline for Bids and where the successful Bidder evades concluding the share sales agreement.

VII. DEADLINE FOR CONCLUDING THE SHARE PURCHASE AGREEMENT

1. The Share Purchase Agreement shall be concluded with the successful Bidder within 60 days of notifying the Bidder of the selection made, subject to the provision that the Agreement will be concluded with the successful Bidder within 60 days after written notification of the Seller by the Bidder of the receipt of the Decision of the President of the Office of Competition and Consumer Protection on no objections to the intention of entrepreneurs to merge, or a Decision of the Minister of Internal Affairs and Administration allowing the purchase of Company shares.
2. Should the successful Bidder evades concluding the Share Purchase Agreement, the Seller shall have the right to select the successful Bid from among the other Bids, without additional examination thereof.

VIII. ADDITIONAL INFORMATION

The Seller has the right to, without giving any reason therefor:

• withdraw from conducting the Tender,
• extend the deadline for submitting bids.

Rejected shall be bids which:

• are submitted after the deadline for submission;
• fails to comply with the terms and conditions stipulated herein.