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Auction application should be submitted by 9 July 2010. The auction will be held on 14 July 2010 at 2:00 PM

Minister of Treasury
invites to participate in the public oral auction
concerning the purchase of the shares of

“Wigry – Projekt” S.A.
with registered office in Suwałki

Minister of Treasury, ul. Krucza 36/Wspólna 6, postal code: 00-522 Warszawa, acting on behalf of the Treasury, pursuant to Article 31(a), 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 Disposal of Treasury Shares (Journal of Laws No. 34 item 264, as amended) invites all interested parties to an auction concerning the purchase of 1,500 registered, founder’s and preference shares of series A numbered from 00001 to 01500, for one buyer, with a nominal value of PLN 100.00 each, constituting 12% of the share capital in the company under the name of “Wigry – Projekt” S.A. with registered office in Suwałki (hereinafter referred to as “Shares”), address: ul. M. Buczka 183, 16 – 400 Suwałki, registered under KRS number 0000148172, with Tax Identification Number 527 – 00 – 15 – 190 hereinafter referred to as the “Company".

The objects of the Company include manufacture of sawmill products, services regarding wood impregnation and manufacture of builders' carpentry and joinery.

If the shares are purchased by entities other than the founders, they will cease to be preference shares.

If the shares are purchased by present members of the Management Board or the Supervisory Board, they will continue to be preference shares.

The starting price for the stake of 1,500 Shares shall be PLN 338,988.00 (say: three hundred and thirty-eight thousand nine hundred and eighty-eight zloty).

The starting price for one Share is PLN 225.992 (say: two hundred and twenty-five zloty and 992/1000 groszy).

The minimum bidding increment for the entire stake of 1,500 Shares shall be PLN 2,000.00 (say: two thousand zloty). The bidders will place their bids orally. If no further bids are placed by the bidders, subsequent calls of the highest bid shall be made not later than every 1 minute.

A bid security of PLN 34,000.00 (say: thirty-four thousand zloty) which corresponds to around 10% of the starting price should 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 9 July 2010.

The bid security is non-refundable in the event that the highest bidder refuses to sign the Share Purchase Agreement or decides not to participate in the auction after expiry of application submission deadline.

If an eligible entity fails to attend the auction, it shall also be considered as withdrawal from the auction, similarly as the failure of the auction participants to offer the starting price during the auction.

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

Payment of the total price of the Shares must be made within 2 (two) weeks from the date of announcing the highest bidder.

In the case when the purchase of shares requires:

1. the decision of the Chairman of the Office of Competition and Consumer Protection (UOKiK) on no impediments to the intended merger of companies;
2. the consent of the Minister of Internal Affairs
   - the highest bidder should 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, the payment of the total price of the Shares must be made within 2 (two) weeks from the day of submitting the above mentioned decisions to the Minister of Treasury.

Payment of the total price of the Shares may also be made by payment of the amount equal to the starting price of the Shares reduced by the paid bid security within 2 (two) weeks from the announcement of the winning bidder, and the payment of the amount constituting the difference between the starting price of the Shares and the total price of the Shares shall be made within 1 (one) month from the day of payment of the amount equal to the starting price of the Shares. In such case the time limit for conclusion of the Share Purchase Agreement starts on the day of payment of the amount constituting the difference between the starting price of the Shares and the total price of 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) after receipt of the full payment for the shares has been confirmed.

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

Entities interested in the purchase of Company shares through a public auction, may purchase the “Company Memorandum".

For this purpose they should:

• approach the Ministry of Treasury, room 545 on business days from 21 June 2010 to 9 July 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 be issued not earlier than three months prior to the date of submission), and if the interested party is a natural person who is not an entrepreneur – present an identity document,
• sign the document “Confidentiality Obligation” through their duly authorised 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 and should be paid to the Cashier (room 372) of the Division 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 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 person responsible for providing access to the said documentation is Ms Izabella Nowakowska, room 545, tel. (022) 695 86 87.

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

1. name, surname and address or name and registered office of the interested entity;
2. Regon number;
3. Tax Identification Number;
4. e-mail address;
5. address for correspondence;
6. phone number;
7. fax number;
8. attached evidence of payment of the bid security, along with an indication of the bank account number to which the bid security should be refunded;
9. where 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, transcript or as a certified copy made by a notary public,
   c. information on the method of financing of the share purchase transaction;
10. where the entity interested in participation in the auction is a legal person:
    a. a valid extract from the relevant register,
    b. details of the person(s)* entitled to participate in the auction, along with the power of attorney,
    c. details of the person(s)* entitled 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(b),
    d. information on the method of financing of the share purchase transaction;
11. declaration that the entity interested in participation in the auction:
    a. is not in default with 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. is not in default with 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 a party to any court disputes in this regard,
    d. is not in breach of any other agreements concluded with the Treasury, and that the entity is not a party to any court disputes in this regard,
    e. is not a subject of 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 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 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 a 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 a 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 within the scope of such agreements.

Auction applications should be submitted in single copy, in a sealed envelope, to the front office of the Ministry of Treasury, 00 - 522 Warszawa, ul. Krucza 36/Wspólna 6 or to the front office of the Department of Treasury Property, room 447, on working days, during office hours, 8:15 AM – 4:15 PM by 9 July 2010.

The envelope should be marked as follows:

„Zgłoszenie do wzięcia udziału w aukcji dotyczącej nabycia akcji Spółki „Wigry – Projekt” S.A.
Nie otwierać
Zgłoszenie przekazać do sekretariatu
Departamentu Mienia Skarbu Państwa
w Ministerstwie Skarbu Państwa”

(Application to participate in the auction for the purchase of shares of the company “Wigry – Projekt” S.A.
Do not open.
Please forward the application to the 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 envelope is not marked as indicated above.

The auction will be held on 14 July, at 2:00 PM, 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.
 

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* - delete as applicable

Text of the Share Purchase Agreement:

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