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 in accordance 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 the maximum block of 9,516,230 (say: nine million five hundred sixteen thousand two hundred thirty) common registered shares, having the par value of PLN 10.00 (say: ten Polish zlotys) each, including 4,916,230 (say: four million nine hundred sixteen thousand two hundred thirty) common registered shares of series A, 2,100,000 (say: two million one hundred thousand) common registered shares of series B, and 2,500,000 (say: two million five hundred thousand) common registered shares of series C, belonging to the State Treasury, representing 91.64% of the share capital of Polska Żegluga Bałtycka Spółka Akcyjna, based in Kołobrzeg, ul. Portowa 41, 78-100 Kołobrzeg, recorded in the Register of Entrepreneurs, held by the District Court in Koszalin, 9^th Division of the National Court Register under number KRS 0000011871, hereinafter referred to as the “Company”. The item that is being negotiated and possibly purchased as the consequence of the below deal can only make the maximum of the shares packet described above and the minimum packed of 50% of the company stock plus 1 share.

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 of Entrepreneurs. 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. 

Providing passenger and freight ferry services within the framework of international transport, as well as organising mass and individual tourism are the core business of the company.

 

All interested entities, until 14^th January 2010, 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 Polska Żegluga Bałtycka S.A. Company, based in Kołobrzeg (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 notification of the interest in then acquisition of the Company’s shares should be addressed to:

BAA Polska Sp. z o.o.

Ul. Powązkowska 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. Krzysztof Grądziel and Mrs. Grażyna Magdziak.

 

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 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 15^th of January, 2010.

 

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 III, 5th floor (room no. 501).

 

The following inscription should be placed on the envelope:

 

„Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia akcji Spółki Polska Żegluga Bałtycka S.A. z siedzibą w Kołobrzegu – Nie otwierać” (Response to the public invitation for negotiations concerning the acquisition of the shares in  Polska Żegluga Bałtycka S.A. based in Kołobrzeg – 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 29^th of January 2010 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.