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Auction applications should be submitted by 24 September 2010. The auction will be held on 28 September 2010 at 12:00 noon.

Minister of Treasury
invites to participate in the public oral auction

concerning the purchase of the shares of

Kaliskie Zakłady Przemysłu Terenowego w Kaliszu
Spółka z ograniczoną odpowiedzialnością
with registered office in Kalisz

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 subsequently 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 subsequently amended) invites all interested parties to an auction concerning the purchase of 13,600 (say: thirteen thousand six hundred) shares for one buyer, of a nominal value of PLN 100.00 (say: one hundred zloty) each, constituting 85.00% of the share capital of the company under the name of Kaliskie Zakłady Przemysłu Terenowego w Kaliszu Sp. z o.o. with registered office in Kalisz (hereinafter referred to as “Shares”), address: ul. Przybrzeżna 37, 62-800 Kalisz, registered under KRS number 0000352412, with Tax Identification Number 618-004-15-40, hereinafter referred to as the “Company.”

The objects of the Company include plastics processing, manufacture of industrial safety helmets and special purpose helmets made of polyester resin, manufacture of plastic boards, sheets, pipes, and sections as well as other plastic packagings and products.

The starting price for the stake of 13,600 Shares shall be PLN 3,563,200.00 (say: three million five hundred and sixty-three thousand two hundred zloty).

The starting price for one Share is PLN 262.00 (say: two hundred and sixty-two zloty).

The minimum bidding increment for the entire stake of 13,600 Shares shall be PLN 20,000 (say: twenty 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.

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

Entities interested in the purchase of the Company’s shares may purchase the “Company Memorandum.”

For this purpose they should:

• approach the Ministry of Treasury, room 463, on business days, from 30 August 2010 to 23 September 2010, between 12:00 and 2:00 PM,
• present a Transcript from the Register of Entrepreneurs of the National Court Register / Certificate on Entry in 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 “Confidentiality Obligation” through their duly authorised representatives.

The “Company Memorandum” contains information on the Company’s legal, economic and financial standing. The fee for one copy of the Company Memorandum is PLN 100.00 and should be paid to the Cashier (room 372) of the Department of General Accounting and Reporting of the Department of Budget and Finance at the Ministry of State Treasury, between 12:00 noon and 2:00 PM, or to the account of the Ministry held at Bank Gospodarstwa Krajowego, Branch No. 1 in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008.

For the avoidance of any doubt, the Minister of Treasury declares that the “Company Memorandum” is issued upon signing of the document “Confidentiality Obligation.”

Persons responsible for releasing the above documentation are:

• Ms Marta Kulik – Zawadzka, room 463, tel. (22) 695 87 26,
• Ms Katarzyna Krupa, room 463, tel. (22) 695 88 64;

Entities interested in the purchase of the Shares will be able to conduct a due diligence on the Company (company’s documents and enterprise) on the date agreed with the Ministry of Treasury. For this purpose, the interested party must submit a Request for Due Diligence to the Ministry of Treasury, 00 522 Warszawa, ul. Krucza 36/Wspólna 6, Front Office of the Department of Owner Supervision and Privatisation I, room 477, fax: 0-22 629 80 97 by 10 September 2010.

The Minister of Treasury may also grant the right for due diligence to an entity which submitted the above mentioned request after 10 September 2010.

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

1. name, surname and address or name and registered office of the entity interested in participating in the auction;
2. Regon number;
3. Tax Identification Number;
4. e-mail address;
5. address for correspondence;
6. phone number;
7. fax number;
8. attached proof of payment of the bid security, along with an indication of the bank account to which the bid security 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, transcript 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 the 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) 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 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 concluded to date 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 subject to liquidation proceedings and was not adjudged bankrupt, apart from entities which upon announcement of bankruptcy made an arrangement with creditors 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 hard copy (in original or as a certified copy made by a notary public).

Documents written in a foreign language must be submitted together with their translations into the Polish language, made by a certified translator.

Public documents – within the meaning of the Hague Convention of 5 October 1961 (Journal of Laws of 2005 No. 112, item 938) abolishing the requirement of legalisation for foreign public documents – made under the applicable laws of a state being the signatory to the Convention, must by supported by an Apostille.

Public documents (within the meaning of the Convention abolishing the requirement of legalisation for foreign public documents) made under the applicable laws of a state not being the signatory to the Convention, must by submitted after their prior legalisation.

Legalisation or issuance of an Apostille shall not be required within the scope in which the bilateral or multilateral agreement signed by Poland waived or simplified the process of legalisation or waived the requirement to legalise documents in matters covered by the scope of these agreements.

Auction applications should be submitted in a 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 business days, during office hours, 8:15 AM – 4:15 PM by 24 September 2010.

The envelopes should be marked as follows:

„Zgłoszenie do wzięcia udziału w aukcji dotyczącej nabycia udziałów spółki
Kaliskie Zakłady Przemysłu Terenowego w Kaliszu Sp. z o.o. z siedzibą w Kaliszu.
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
Kaliskie Zakłady Przemysłu Terenowego w Kaliszu Sp. z o.o. with registered office in Kalisz
Do not open
Attn: 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 indicated above.

The auction will commence on 28 September 2010, at 12:00 noon, in room 116, at the headquarters of 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 of PLN 100,000 (say: one hundred thousand zloty) which corresponds to 2.806% of the starting price of the Shares 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 24 September 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 business days from the date of payment of the total 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 (NBP), 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.


Text of announcement:

• Amendment to Invitation to participate in the auction concerning the purchase of the shares of Kaliskie Zakłady Przemysłu Terenowego w Kaliszu Sp. z o.o. with registered office in Kalisz

Text of the Share Purchase Agreement:

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