The Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the State Treasury, pursuant to Art. 33.1.3 of the Act dated August 30th, 1996 on Commercialisation and Privatisation (Dz. U./Journal of Laws/ of 2002, No. 171, item 1397,
as amended), hereinafter referred to as the “Act”, and inaccordance with the ordinance issued by the Council of Ministers on February 17th, 2009 on the Detailed Procedure for the Disposal of Treasury-owned Shares (Dz.U. /Journal of Laws/ of 2009 No. 34, item 264), invites all interested entities for negotiations concerning the acquisition of a block of 866 235 (say: eight hundred sixty six thousand two hundred thirty five) common registered shares of series A, having the par value of PLN 10.00 (say: ten Polish zlotys) each, belonging to the State Treasury, representing 42.48% of the share capital of WARS S.A., based in Warszawa, al. Stanów Zjednoczonych 61 A, 04-028 Warszawa, recorded in the Register of Entrepreneurs of the National Court Register, held by the District Court in Warszawa, XIX Division of the National Court Register under number KRS 0000029621, hereinafter referred to as the “Company”.

 

Pursuant to Art. 36 of the Act, eligible employees are entitled to acquire, free of charge, 15% of the Company’s shares acquired by the State Treasury on the day the Company was recorded in the Register. The Minister of Treasury envisages a possibility of disposal of the shares that have not been acquired by eligible employees to the Investor selected as a result of these negotiations, in the case where eligible employees’ rights to acquire such free of charge shares have expired.

 

The core competency of the Company includes complex service for passengers traveling in berth wagons, catering service in regular passenger wagons (catering in dining cars and the sale of foods in passenger cars).

 

All interested entities, until 20th November 2009, after having submitted their expression of interest in the acquisition of the Company’s shares, to BAA Polska Sp. z o.o., being the Adviser to the Minister of Treasury in the privatisation process, and after having presented the documents allowing the Potential Investor identification, i.e. an extract from the Register of Entrepreneurs of the National Court Register/certificate confirming the entry into the Register of Business Activity, showing valid representation of the entity (the certificate must not be older than three months), and a possible power of attorney, and in the event of a natural person who is not an entrepreneur, being the interested party, after having presented an identity document, and a possible power of attorney, as well as after having signed the “Confidentiality Commitment” by duly authorised representatives of the Potential Investor, will be entitled to obtain the “Information Memorandum of WARS S.A. Company, based in Warszawa” (hereinafter referred to as the “Memorandum”), containing key information on the Company’s legal, economic and financial standing, on the process of making the shares available, as well as on the structure of the response to the public invitation for negotiations. The Memorandum will be available on the day following the day this invitation is published.

The fee for the Memorandum is PLN 100.00 (say: one hundred Polish zlotys), payable to the cashier (room 372, Department of General Accounting and Reporting of the Department of Budget and Finance at the Ministry of State Treasury, between 12:00-2:00 PM) or to the account of the Ministry maintained with Bank Gospodarstwa Krajowego, Branch No. 1 in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008.

 

The notification of the interest in then acquisition of the Company’s shares should be addressed to:

BAA Polska Sp. z o.o.

ul. Powazkowska 15

01-797 Warszawa

phone: (+4822) 562 33 43, (+4822) 562 33 44, fax: (+4822) 562 33 45

being the Adviser to the Minister of Treasury in the privatisation process of the Company.

 

Individuals responsible for accepting the applications are: Mr. Łukasz Sekowski, (022) 562 33 49, l.sekowski@baa.ltd.com.pl and Mr. Olaf Kuliczkowski, (022) 562 33 51, o.kuliczkowski@baa.ltd.com.pl.

 

The subject matter of negotiations will include in particular a price for the acquired block of shares, a programme for the Company’s development, suggested by the Potential Investor, including, among others, investment commitments, commitments regarding environmental protection, commitments regarding protection of interests of Company’s employees and other people related to the Company, and a method for securing the fulfillment of these commitments.

 

The Minister of Treasury does not allows for a possibility of paying the price by instalments. Payment should be effected as a bank transfer.

 

The deadline for submission of written responses to the public invitation for negotiations concerning the acquisition of the shares in the Company by Potential Investors who have signed the “Confidentiality Commitment” and have collected the “Memorandum” expires at 12.00 noon (Warsaw time) on the 23rd of November, 2009.

 

Potential Investors’ responses to the public invitation for negotiations should be prepared in the Polish language and should be consistent with the terms stipulated in the “Memorandum”. The responses should be submitted as two copies in a sealed envelope, to the Ministry of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, at the secretary’s office of the Ownership Supervision and Privatisation Department V, 3rd floor (room no. 337).

 

The following inscription should be placed on the envelope:

„Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia akcji Spółki WARS S.A. z siedzibą w Warszawie – Nie otwierać” (Response to the public invitation for negotiations concerning the acquisition of the shares in WARS S.A. based in Warszawa – do not open), as well as data allowing identification of the Potential Investor.

 

The Minister of Treasury reserves the right to request additional information and explanations from the Potential Investors who responded to the public invitation for negotiations.

 

The Potential Investors who have responded to the public invitation for negotiations will be notified by the 18^th of December 2009 of the decision issued by the Minister of Treasury, concerning the submitted response.

 

Only the responses submitted by the Potential Investor who have signed the “Confidentiality Commitment” and collected the “Memorandum” will be considered.

 

The Minister of Treasury reserves the right to select one or several entities to participate in negotiations, withdraw from negotiations without specifying the reason, extend the deadline for submission of responses to the public invitation for negotiations, and extend the deadline for notification of the results of considering the responses to the public invitation for negotiations, and to change the procedure and schedule of negotiations.

 

The Minister of Treasury will not cover any costs borne by the entities interested in acquiring the shares in connection with the participation in negotiations and with the conclusion of the Company’s share sale agreement.