The Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the Treasury, pursuant to Article 33(1)(3) of the Commercialization 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 pursuant to the Resolution of the Council of Ministers of 17 February 2009 on detailed procedure of disposal of State Treasury-owned shares (Journal of Laws No. 34, item 264), invites all interested parties to participate in the negotiations for the purchase of a stake of 510 000 (in words: five hundred ten thousand) ordinary bearer shares, of a nominal value of PLN 10.00 (in words: ten) each, making up 85% of the share capital of the company Bellona Spółka Akcyjna with registered office in Warszawa, ul. Grzybowska 77, 00-844 Warszawa,  recorded in the Register of Entrepreneurs, held by the District Court in Warsaw, 12^th Division of the National Court Register under number KRS 0000285707, hereinafter referred to as the “Company”.

Pursuant to Article 36 of the Act, eligible employees are entitled to acquire, free of charge, up to 15% of Company’s share capital. The Minister of Treasury allows the possibility of sale of the shares that were not acquired by eligible employees to an investor selected as a result of the present public invitation for negotiations, in case of an expiry of the right of the eligible persons to a free-of-charge acquisition of such shares.

The basic object of the Company is publishing of books, papers and magazines.

All interested entities, until 1 February 2009, after having submitted their expression of interest in the acquisition of the Company’s shares, to F5 Konsulting 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, after having signed the “Confidentiality Commitment”, as well as after paying the 100 zlotys charge (to be paid at the Ministry of Treasury cash desk between 12 and 2 p.m. in room no. 372, or via bank transfer – account details: Bank Gospodarstwa Krajowego, I Oddział Warszawa, no 83 1130 1017 0019 9426 2520 0008) by duly authorised representatives of the Potential Investor, will be entitled to obtain the “Information Memorandum of Bellona Spółka Akcyjna”, based in Warsaw (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.

Applications confirming the interest in the purchase of the Company’s shares shall be submitted at: F5 Konsulting Sp. z o.o. ul. Składowa 5, 61-897 Poznan (tel: +48(61)856 69 60; fax: + 48(61)853 02 95). The persons responsible for receiving the applications and sharing the Memorandum are Mrs. Małgorzata Kuik: malgorzata.kuik@f5.pl and Mr. Piotr Krasiński: piotr.krasinski@f5.pl

The subject of negotiations shall be: the price for the stake of shares, the Company’s development program, including but not limited to the commitment to raise the share capital, as well as other investment commitments, commitments with respect to the environmental protection, protection of the interest of Company employees, and the manner of securing execution of such commitments.

The Minister of Treasury does not allow a possibility of paying the price by installments. Payment should be effected via a wire transfer before the share purchase agreement is signed.

Written replies to the public invitation for negotiations to purchase the Company shares by potential investors who signed the “Confidentiality Commitment” and collected the “Memorandum” must be submitted by 2February 2010 (12.00 PM, Warsaw time).

Replies of potential investors should be prepared in two copies, in accordance to the guidelines stated in the “Memorandum” and submitted in sealed envelopes to Ministry of Treasury office, at the following address 00-522 Warszawa, ul. Krucza 36/Wspólna 6, Secretary’s Office of the Department of Corporate Supervision and Privatization V, III floor, room 337. The envelopes must include the note “Reply to the Public Invitation for Negotiations to Purchase the Shares of Bellona Spółka Akcyjna with registered office in Warszawa – Do not open” as well as the identification data of the potential investor.
 

The Minister of Treasury reserves the right to request additional clarifications from potential investors, who submitted replies to the public invitation for negotiations. The Minister of Treasury will inform each of the potential investors who submitted replies to the public invitation for negotiations of the result of evaluation of such replies by 16 march 2010.

Only the replies submitted by potential investors who signed the “Confidentiality Commitment” and collected the “Memorandum” will be considered. The Minister of Treasury reserves the right to: select one or several entities, with whom the negotiations shall be conducted; terminate negotiations without giving reasons; extend the deadline for filing replies to the public invitation for negotiations and the deadline for informing potential investors of the result of evaluation of such replies; change the procedure and negotiation schedule.

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