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The Minister of Treasury with registered office in Warsaw, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the State Treasury, pursuant to Art. 33.1.3 of the Act on Commercialisation and Privatisation of August 30th 1996 (Journal of Laws of 2002, No. 171, item 1397, with subsequent amendments), hereinafter referred to as the “Act”, and pursuant to the Ordinance issued by the Council of Ministers on the 17th of February 2009 on detailed procedure of disposal of State Treasury-owned shares (Journal of Laws No. 34, item 264) invites all interested parties to take part in negotiations concerning the purchase of up to 30,978,227 (in words: thirty thousand nine hundred seventy-eight and two hundred twenty-seven) bearer shares of a nominal value of PLN 1.00 (in words: one zloty) each (hereinafter referred to as the "Shares to be Sold"), representing up to 52.66% of the share capital of the company RUCH Spółka Akcyjna, based in Warsaw, ul. Wronia 23, 00-958 Warszawa, hereinafter referred to as the "Company".

In accordance with Article 36 of the Act on Commercialisation and Privatisation, eligible employees were entitled to unpaid acquisition of up to 15% of the shares in the Company, belonging to the Treasury on the day the Company was recorded in the register. This right was put into effect. According to article 4 of the Act on the Amendment of the Act on Commercialisation and Privatisation, dated December 19th 2008 and pursuant to the Act on principles concerning the acquisition of the shares fro the State Treasury within the framework of the consolidation process of companies of the power-generating sector (Journal of Laws No. 13, item 70 of 2009), heirs of the individuals entitled to a free-of-charge acquisition of the shares may exercise the right to the free-of-charge acquisition of the shares within 12 months from the day the aforementioned Act has come into force.

The Minister of Treasury assumes that in the event of the right of the employees entitled to the unpaid acquisition of the shares being expired the shares which will not be acquired by the entitled heirs of the employees will be sold to the Investor who will purchase the Shares to be Sold
A stake of 2,334,077 series G shares was acquired by the State Treasury in 2009 as a result of the Company capital increase. The series G shares have not yet been passed to the State Treasury which means that the State Treasure cannot exercise it voting rights connected wit the series G shares and has limited possibility of their disposal. The Minister of Treasury assumes the sale of the series G shares to a Purchaser selected during this negotiation process after the restriction of the possibility of share disposal by the State Treasury has been cancelled.
Interested parties (hereinafter referred to as "Potential Investors"), which will express their interest in the purchase of the Shared to be Sold by March 23rd 2010 and will meet the below-mentioned requirements, will be provided with the "Information Memorandum - RUCH S.A." (hereinafter referred to as the "Memorandum") comprising key information on the legal, economic, and financial condition of the Company, on the sale procedure, as well as on the structure of a response to the public invitation for negotiations.
Submitting documents allowing identification of a Potential Investor is a necessary condition to obtain the Memorandum, and these are: (i) a current transcript from the Register of Entrepreneurs of the National Court Register or from any other register of business activity, appropriate for a Potential Investor, or relevant corporate documents which include information on individuals authorised to represent a Potential Investor (in the case of foreign investor, the documents should be certified by a Polish consulate or have apostille, and should be translated into Polish by a chartered translator), together with a statement signed by individuals authorised to represent the Potential Investor, saying that the data in the presented documents have not been changed since the day of their issue; (ii) powers of attorney (iii) a Non-Disclosure Agreement, duly signed on behalf of the Potential Investor.

The expression of interest in the purchase of the Shares to be Sold should be addressed to: BAA Polska
Sp. z o.o., ul. Powązkowska 15, 01-797 Warszawa, phone no: (022) 562 33 43/44, fax no: (022) 652 33 45.
Mr. Łukasz Sękowski (022) 562 33 49, l.sekowski@baa.ltd.com.pl and Mr. Olaf Kuliczkowski: (022) 562 33 51, o.kuliczkowski@baa.ltd.com.pl. are responsible for collecting the expressions of interest.
The subject matter of negotiations will include in particular a price for the Shares to be Sold and other Potential Investor's. As a result of negotiation an investor with whom the State Treasury will sign an agreement, which will oblige the investor to announce a call for subscription to the sale of the Company's shares, will be selected. The State Treasury will sell the share following the procedure of a response to the announced call for subscription to the sale of the Company's shares, according to article 72 and subsequent of the Act on a Public Offer and Conditions for Introducing Financial Instruments to the Organised Trading System and on Public Companies. The payment for the Shares to be Sold will be effected in a monetary form.

A deadline for submitting responses to the public invitation for negotiations on the purchase of the Company's shares by Potential Investors who have collected the Memorandum expires at noon (Warsaw time) on the 24th of March 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 sealed envelopes to the Ministry of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warsaw, at the secretary’s office of the Ownership Supervision and Privatisation Department II, 6th floor (room no. 600).
The following inscription should be placed on the envelope:
"Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia akcji RUCH Spółka Akcyjna – Nie otwierać” (Response to the public invitation for negotiations concerning the acquisition of the shares in RUCH Spółka Akcyjna - 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 Investor who have responded to the public invitation for negotiations.
The Potential Investors who have responded to the public invitation for negotiations will be notified in writing or by phone of the decision concerning the submitted response, issued by the Minister of Treasury, by March 29th 2010.
Only the responses submitted by the Potential Investors who have signed a Non-Disclosure Agreement and collected the Memorandum will be considered.
The Minister of Treasury particularly 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, as well as to extend the deadline for notification of the results of consideration of 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 Potential Investors in connection with the participation in negotiations, conclusion of the agreement obliging to announce a call for subscription to the sale of Company's shares, as well as with the announcement and call performance.