Minister of Treasury of
THE REPUBLIC OF POLAND

invites to negotiations
for the purchase of shares of

Wytwórnia Filtrów „PZL-Sędziszów” Spółka Akcyjna
with registered office in Sędziszów Małopolski

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 negotiations concerning the purchase of 1.055.700 (say: one million fifty-five thousand seven hundred) ordinary registered shares with a nominal value of PLN 10 (say: ten zloty) each, constituting 85.00% of the share capital of Wytwórnia Filtrów „PZL-Sędziszów” Spółka Akcyjna with registered office in Sędziszów Małopolski, ul. Fabryczna 4, 39-120 Sędziszów Małopolski, hereinafter the Company, subject to the condition that each buyer must purchase not less than 10% of the shares.

Pursuant to Article 36 of the Act, eligible employees are entitled to acquire free-of-charge up to 15% of the shares that were taken up by the Treasury on the day the Company was entered in the register. The Minister of Treasury reserves the right to sell the shares which were have not been acquired by the eligible employees to an investor selected though these negotiations in the event that the right of such eligible employees to acquire the shares free-of-charge has expired.

The Company’s core activities include production of fuel, air and oil filters for a broad variety of engines and atmospheric air cleaning systems used for supplying air into automotive cabs and work stations, filtration of working media coolants.

Each interested party, upon reporting to the Ministry of Treasury, from Monday to Friday, between 12:00 and 2:00 PM, within the period from 27 July 2010 to the day immediately preceding the day of submitting written responses to the public invitation to negotiations to purchase the Company’s shares, upon presenting a transcript from the Register of Entrepreneurs of the National Court Register or a 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 who is not an entrepreneur – upon presenting an identity document and signing the document entitled “Confidentiality Obligation” by the Potential Investor or a person acting on its behalf, shall receive, for a fee, the “Company’s Information Memorandum” containing information on the company’s legal, economic and financial standing and on the structure of the response to the public invitation to negotiations (Information Memorandum). The fee for the Information Memorandum is PLN 100 (say: one hundred zloty) and is payable to the cashier, room 372, the Department of General Accounting and Reporting of the Department of Budget and Finance at the Ministry of State Treasury, between 12:00 and 2:00 PM or to the account of the Ministry of Treasury maintained with Bank Gospodarstwa Krajowego, Branch No. 1 in Warsaw, account no. 83113010170019942625200008.

The person responsible for receiving the applications is Ms. Monika Białogrodzka, room 461 tel: +48 22 695 87 26.

Negotiations will concern in particular the price of shares, investment commitments, commitments with respect to environmental protection, commitments with respect to protection of the interest of Company employees and other persons associated with the Company, as well as the manner of securing execution of such commitments.

The deadline for submitting written responses to the public invitation to negotiations for the purchase of Company shares by Potential Investors who collected the Company Memorandum shall be 3 September 2010, 2:00 PM Warsaw Time.

Replies of Potential Investors must be made in the Polish language and filed in duplicate, in a sealed envelope, at the Ministry of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, Front Office of the Department of Ownership Supervision and Privatization I, room 477, tel. (022) 695-87-92, fax (022) 629-80-97, (022) 695-94-17.

The envelope must be labelled with the identification details of the Potential Investor and marked: “Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia akcji spółki Wytwórnia Filtrów „PZL-Sędziszów” S.A. - Nie otwierać”. (Reply to public invitation to negotiations for the purchase of shares of the Company Wytwórnia Filtrów „PZL Sędziszów” S. A. – Do not open).

Considered will only be those replies which were made by Potential Investors who signed the “Confidentiality Obligation” and collected the “Company Memorandum”.

The Minister of Treasury reserves the right to request additional information from Potential Investors who submitted replies to the public invitation to negotiations.

Potential Investors who submitted responses to the public invitation to negotiations will be notified in writing on the decision of the Minister of Treasury concerning the result of examination of their responses by 1 October 2010.

The Minister of Treasury reserves the right to: select one or several Potential Investors with whom negotiation shall be conducted; change the procedure and schedule of negotiations, terminate negotiations without giving reasons, extend the deadline for submitting replies to the public invitation for negotiations, extend the deadline for notifying Potential Investors of the result of examination of replies.

The Minister of Treasury is not responsible for any costs incurred by Potential Investors in connection with their participation in the negotiations and with conclusion of a share purchase agreement for the Company.