Privatisation Plan for the years Minister of Treasury

Transkrypt

1 Privatisation Plan for the years Minister of Treasury. March 2012

2 Contents Introduction Mission of the Ministry of Treasury and the strategic objectives of privatisation Structure of privatisation offer... 8 Appendix No. 1 "Companies covered by the Privatisation Plan for the years "... 8 Appendix No. 2 "Companies covered by the Privatisation Plan for the years " proposed by other ministries"... 9 Appendix No. 3 "Entities of key importance remaining under the supervision of the Minister of Treasury"... 9 Annex No. 4 "Active state-owned enterprises intended for commercialisation, privatisation or liquidation" Privatisation strategies Privatisation through stock exchange Industry privatisation (outside the stock exchange ) Streamlining ownership structure - building the company value Planned privatisation activities across selected sectors Energy sector Financial institutions sector Defence sector Metal and engineering sector Transport sector Chemical sector Oil sector Mining Sector Health resorts sector Tourism sector Food and agriculture sector

3 Introduction This document, defining the direction of privatisation in Poland over the next two years, has been prepared as the "Privatisation Plan for the years " is no longer valid. The "Privatisation Plan for the years " (further referred to as the Privatisation Plan) presents the main objectives of privatisation policy, as well as the list of entities with Treasury shareholding selected to be included in the ownership transformation processes. The Minister of Treasury is the minister responsible for privatisation. The Privatisation Plan includes companies not only under the supervision of the Minister of Treasury, but also those where supervision 1 is exercised by other Ministers. Privatisation activities in the years will comprise 300 companies, including: 279 entities supervised by the Minister of Treasury, 15 entities supervised by the Minister of National Defence, 4 entities supervised by the Minister of Economy, 2 entities supervised by the Minister of Transport, Construction and Maritime Economy. The number of companies intended for privatisation supervised by the respective Ministers 300 companies in the Privatisation Plan companies supervised by the Ministry of Treasury companies supervised by the Ministry of Defence companies supervised by the Ministry of Economy companies supervised by the Ministry of Transport, Construction and Maritime Economy The Minister of Treasury plans to completely exit the shareholding in 85% of supervised companies included in the Plan. In other companies - those of key importance for the Treasury - majority shareholdings or stakes ensuring corporate governance will be retained (this applies to companies from sectors such as energy, finance and defence). Entities with majority shareholding of the Treasury constitute 54% of all companies Exit of the Ministry of Treasury from 85% of companies supervised by the Ministry of Treasury 1 This implies the exercise of rights of shares in companies with Treasury shareholding. 3

4 intended for privatisation, and 46% - with minority shareholding. Companies included in the Privatisation Plan supervised by the Minister of Treasury Companies under supervision of the Ministry of Treasury, where all shares are to be sold Companies of key importance remaining under the supervision of the Ministry of Treasury Entities included in the Privatisation Plan operate in different sectors of the economy. Most companies operate in industries such as: transport - 44 entities under the supervision of the Ministry of Treasury and 1 under the supervision of the Ministry of Transport, Construction and Maritime Economy, trading enterprises and service providers - 38 entities, metal and engineering industry - 36 entities. Entities intended for privatisation are located in all provinces. Territorial location of the entities, with regard to registered office of the company, is as follows: Privatisation of companies under the supervision of the Ministry of Treasury and other ministries in many sectors of the economy and in all provinces The following documents form the basis for the ownership transformations process in Poland: I. with regard to general legislative acts: 1. the Act of 30 August 1996 on Commercialisation and Privatisation 2. the Act of 15 September 2000, the Commercial Companies Code Legal basis 4

5 3. the Act of 8 August 1996 on Principles of Implementation of Treasury Powers, 4. the Act of 29 July 2005 on Trading in Financial Instruments, 5. the Act of 29 July 2005 on Public Offerings, 6. Regulation of the Council of Ministers of 30 May 2011 on detailed procedure for selling State Treasury shares, 7. Regulation of the Council of Ministers of 30 May 2011 on the company analysis carried out before the shares held by the Treasury are offered for sale, 8. Regulation of the Council of Ministers of 17 February 2009 on analysis of state-owned enterprise conducted before ordinance on direct privatisation is issued, II. with regard to program documents: 1. "Privatisation lines for Treasury assets in 2012", 2. Programs and strategies for individual industries. 1. Mission of the Ministry of Treasury and the strategic objectives of privatisation Mission of the Ministry of Treasury: 1. further transformation of the Polish economy by strengthening of the Polish capital market and enhancing competitiveness of the Polish economy, 2. enhancing energy and fuel security of the country, 3. effective and active supervision of Treasury assets, which exercises due care in maximising return on capital and creating value for all shareholders. Ownership transformation is one of the foundations of social and economic changes that have a significant impact on the development of entrepreneurship. Privatisation also contributes to robust macroeconomic standing of the Polish economy and impacts both economic education of market participants, and social development. At the current stage of economic development, privatisation processes are determined by both internal needs of the market and the global economic situation. Polish development challenges (including the need to increase competitiveness and business efficiency, innovation and the search for competitive advantage, as well as new models and tools for satisfying social needs) require continuation of privatisation and definition of its new context. Strategic objectives for the coming years focus on: 1. modernization of the economy and formation of better conditions for Poland's economic growth, 2. support of public policies, 3. development of the capital markets. Mission of the Ministry of Treasury Strategic objectives 5

6 Modernization of the economy Support of public policies Development of the capital markets through the WSE Modernization of economic entities, increase of their innovation potential and competitiveness is the key task in the economic sphere and one of the main goals of privatisation. The Polish economy operates within a global environment, companies must therefore act in a modern and competitive manner. This requires formation of appropriate internal and external conditions which determine restructuring, organizational, financial and managerial actions. Ownership transformation of companies with Treasury shareholding strengthens the Polish economy, increasing its competitiveness and efficiency by changing the ownership structure of the privatised entities, active supervision and management, new business development strategies and access to financing. Apart from ensuring the right environments for better efficiency of enterprises, privatisation supports public policies. In those uncertain times of crisis that the European Union has faced, implementation of privatisation policies is one of the tools to reduce risk in the management of public finances. In addition, a significant portion of obtained revenues will support strategic state development goals building the potential of special purpose funds, such as: the Demographic Reserve Fund, the Fund for Entrepreneurs' Restructuring, the Restitution Fund, the Treasury Fund, the Fund for Polish Science and Technology. Privatisation revenues are also allocated to separate accounts of the Minister of Labour and Social Policy (unemployment prevention), the Minister of National Modernization of economy Revenues from privatisation allocated to special funds 6

7 Defence and the Minister of Economy (defence industry restructuring and technical modernization of the Polish Armed Forces), as well as the Minister of Finance (surety and guarantee reserves of the Treasury). Implementation of the strategic objective of privatisation within the scope of promoting public policies serves, above all, to reinforce the anti-crisis measures by both improving the country's financial stability and building long-term development goals. This has a direct impact on the safety of the Polish economy. Privatisation activities develop capital markets and strengthen the role of Warsaw as a regional financial centre of Central and Eastern Europe. Privatisation through the stock exchange facilitates access to global capital to companies interested in obtaining funds, as well as increases stock exchange capitalization and regulated market turnover. It also affects the efficiency and transparency of companies. Transactions implemented by the Minister of Treasury confirm the growing interest of foreign investors in successive offerings and attest to stable position of Poland on the map of safe and long-term capital investment trends. The supporting the role of Warsaw as a regional financial centre improves access of Polish companies to capital allowing them to develop at the regional and supra-regional scale. Listing of shares of Central and Eastern Europe companies on the Warsaw Stock Exchange (WSE) also strengthens the position of Poland as an important and stable capital market in the region. The WSE also serves as the growth driver for domestic entrepreneurship. A wide range of products favours diversification of investment risk, increases the flow of global capital and attracts new investors. Thus, implementation of this privatisation objective leads to an increased stability of the Polish economy by raising the attractiveness of the regional capital centre that the Polish stock exchange has become, and by providing the privatised entities with conditions for international development, expansion and opportunities to profit in other markets. Promoting active participation of Poles in stock market transactions, namely the development of Civic Shareholding and educational projects, also plays a key role. Other forms of privatisation promotion will also be supported, including the socalled Employee Shareholding, specified in the government program "Supporting privatisation with bank sureties and guarantees offered to companies with participation of employees and local government (civic activity companies)." Consistency in the quest to meet the privatisation objectives translates into: increasing the share of private ownership and reducing the role of the state in the economic sphere, effective management of the Treasury assets, raising corporate governance standards, effective management of economic entities aimed at increasing investments, Development of capital market around WSE Attractiveness of the WSE 7

8 access to new technologies, know-how, thereby increasing their innovation. 2. Structure of privatisation offer When selecting entities intended for privatisation, rationalisation of the existing Treasury assets was the guiding principle, i.e. striving to protect, as much as possible, economic interests of the state and effectively impact economic entities by conducting ownership changes. These actions aim to consistently reduce the state's role in the economic areas in which there is no need to exercise corporate governance by public authorities. Rapidly changing macroeconomic environment requires consideration of circumstances and factors affecting the value of privatised entities, both in the short and long-term. Correlations between economic trends and financial standing of companies will be analysed in real time, allowing for selection of the optimal privatisation path for a given entity. The moment of transaction, which depends both on the global market situation and the immediate market environment of the privatised entity, will constitute an important factor influencing the sale. Rationalisation of existing assets Appendix No. 1 "Companies covered by the Privatisation Plan for the years " The list of 279 companies being under the supervision of the Minister of Treasury, of which all or some Treasury shares are planned to be privatised, communalised or contributed as increase of share capital of another entity by the end of 2013, are listed in Appendix 1 "Companies covered by the Privatisation Plan for the years ". The Privatisation Plan does not account for companies which have already concluded privatisation agreements requiring the consent of the relevant administrative bodies that has not yet been granted. In the case of a decision preventing execution of the agreement, privatisation process will be carried out again giving the opportunity of participation to a new group of investors. Outside the scope of the Privatisation Plan there are also companies with minority shareholding, in which, at the present moment, the Treasury holds shares intended only for free-of-charge transfer to the employees of privatised entities. If, following conclusion of the process of free acquisition of shares by eligible employees, unclaimed shares remain the property of the Treasury, it will be reasonable to dispose of them. Some of the privatisation agreements include investors' commitments to buy the Treasury shares not taken up by employees within the prescribed period, making it easier to implement full ownership changes. The Privatisation Plan contains a list of entities which, at a given moment, meet the criteria for effective privatisation. If conditions in the economic environment change, there may arise premises justifying, for example, a temporary suspension of a Appendix No. 1 Companies to be privatised Employee shares Possibility of temporary suspension of the project 8

9 project. Simultaneously, changes in the economic situation of companies currently facing constraints preventing their effective privatisation (in result of which they were not included in the list of entities intended for sale) will be analysed in detail. Should the reasons limiting the possibility for privatisation subside, these companies will also become subject to ownership transformations. Unfavourable economic conditions could cause further activity of some companies intended for privatisation to be no longer justified and profitable, and consequently there may arise reasons that justify placing the entity in liquidation or bankruptcy. The precarious economic situation of the entity, which continues for an extended period of time, and deepening crisis factors affecting the company, which reduce its competitiveness, as well as adverse changes in market demand, may have a significant impact on the assessment of its financial condition. In the event that liquidation is viewed as more economically convenient than continuation of the company activity, sale of its assets will be recommended. However, decisions concerning the future of companies threatened with liquidation or bankruptcy will be taken following comprehensive assessment of economic prospects. Appendix No. 2 "Companies covered by the Privatisation Plan for the years proposed by other ministries" The processes of ownership transformation included in the Privatisation Plan will also be conducted with respect to companies remaining under the supervision of other Ministers. In Appendix No. 2 to the Plan, 21 companies are listed which were submitted for privatisation by the Ministers of: National Defence, Economy, as well as Transport, Construction and Maritime Economy. With reference to these companies, both privatisation through the stock exchange and industry privatisation is anticipated. Privatisation processes of these entities will be conducted by the Ministry of Treasury. However, in order to implement them, it will be necessary to obtain corporate consent issued by the competent Minister acting as the company's General Shareholders' Meeting. Moreover, it will be crucial to cooperate while preparing companies for the transformation process, as well as actively supervise them in the course of its implementation. Privatisation of entities operating in economic areas within the competence of other Ministers than those mentioned above is also considered, following their detailed analysis. Appendix No. 2 Companies remaining under the supervision of other Ministers Appendix No. 3 "Entities of key importance remaining under the supervision of the Minister of Treasury" Some of the companies supervised by the Minister of Treasury are subject to government policies and regulations that currently prevent or greatly reduce the possibility of the Treasury shares disposal. This refers to companies with Treasury Appendix No. 3 Entities of key importance for the State Treasury 9

10 shareholding of particular importance for the state economy, public radio and television units, and cultural monuments. Appendix No. 3 to the Privatisation Plan "Entities of key importance remaining under the supervision of the Minister of Treasury" contains the list of 47 such entities. In relation to these entities any action will respect provisions of strategic documents. In turn, the selected entities will be subject to ownership transformation processes in the event of changes in applicable existing laws or decisions concerning the form of their operation or ownership structure. Following consultations and adjustment of the relevant provisions, communalisation of regional radio stations, for example, might be considered. The notion of companies of key importance for the Treasury is presented in section "Streamlining ownership structure - building the company value". Annex No. 4 "Active state-owned enterprises intended for commercialisation, privatisation or liquidation" A state-owned enterprise is a legal form typical for socialist economies. After two decades of market economy in Poland, the number of state-owned enterprises should be kept to a necessary minimum, and ultimately they should be transformed into joint stock companies. Appendix No. 4 to the Privatisation Plan contains the list of state-owned enterprises remaining under the supervision of the Treasury. It covers 23 enterprises of which ownership transformations - commercialisation, privatisation or liquidation - will be implemented in accordance with the mission of continuing transformation of the Polish economy. The list does not contain stateowned enterprises, which due to their specificity are comprised in the list of entities of key importance under the supervision of the Ministry of Treasury. On the other hand, in the case of state-owned enterprises in liquidation, the Ministry of Treasury will support all attempts of ownership transformation of these entities. Flexibility in selecting the most appropriate manner and timing of privatisation of entities with Treasury shareholding will enable effective implementation of privatisation objectives. Appendix No. 4 State-owned enterprises Flexible approach 3. Privatisation strategies Implementation of the Privatisation Plan will be conducted by the Minister of Treasury. Members of the Council of Ministers and province governors are obliged to cooperate with the Minister of Treasury in implementing the "Privatisation Plan for the years " Privatisation processes will be based on two main strategies: stock exchange transactions strengthening domestic capital markets, industry transactions strengthening competitiveness of the Polish economy. 10

11 Privatisation through the stock exchange Industry privatisation The selection of methods and procedures concerning companies' privatisation will be made in consideration of optimal opportunities for their further development, economic environment conditions and factors such as: company's financial situation, industry in which it operates. Those conditions also determine for which companies it would be optimal to contribute their shares to increase the share capital of another entity, and for which it would be most reasonable to transfer them free of charge to the local government. Privatisation through the stock exchange Privatisation through the stock exchange According to the Act of 30 August 1996 on Commercialisation and Privatisation (the "Act"), privatisation through the stock exchange may take the form of: sale of shares in organised trading, sales based on public offer of shares covered by prospectus or information memorandum, acceptance of an offer in response to a tender announced under the Act of 29 July 2005 on Public Offerings. The key objective of privatisation through the stock exchange is to seek capital market development in Poland, to strengthen the role of Warsaw as a regional financial centre, to maximize revenues from privatisation through the capital markets, and to attract financial resources for the companies themselves. In the case of companies in good financial standing, which meet certain market criteria, particularly having the potential to create value for investors and the Warsaw capital market, it is possible to admit shares to trading on a regulated 11

12 market. Implementation of transactions through the stock exchange will be preceded each time with analysis of capital markets situation, and therefore their implementation date will be determined at the optimum time for the company and the Treasury. The intention of the Minister of Treasury, with respect to privatisation projects, is to systematically increase the number of companies listed on the Warsaw Stock Exchange, an in the case of companies already listed on the WSE to ensure their continued presence on the floor and optimal level of liquidity of shares following completion of privatisation process and regardless of the procedure that was implemented. Following admission of Treasury shares to trading on a regulated market, the idea of Civic Shareholding, launched in 2010, will be further popularized. As part of this program, individual investors may invest in Treasury shares. An important social objective is to increase informed public participation in ownership changes, business life and capital markets, as well as economic and capital education. Privatisation date set at the optimum time Promoting Citizen Shareholding Industry privatisation (outside the stock exchange) Industry privatisation paths (outside the stock exchange) Pursuant to the Act, industry privatisation may include: negotiations on the basis of a public invitation, public tender, publicly announced auction, publicly announced offer, sale of shares outside organised trading, with the use of a system matching purchase and sale offers. The aim of industry privatisation is to identify investors who will ensure more efficient operation and functioning of companies in a specific macroeconomic environment, which directly translates into maximizing their value. Such guarantees may be provided by an investor who has the knowledge and experience in conducting activity in a particular industry, has access to financing sources for new investments, as well as robust distribution channels and enjoys good cooperation with customers. This is particularly important in the case of privatisation of small and medium-sized enterprises, which, without financing from private owners, have little chance to improve their financial condition and increase revenues from sales of products or services. Privatisation experience suggests that the most effective privatisation paths outside the stock exchange include: negotiations undertaken on the basis of public invitation, auction announced publicly and public tender. The Ministry of Treasury ensures that criteria in the processes being units are not 12

13 perceived as state aid. The only criterion used in selecting investors for privatised entities is the highest price offered. At the same time, in the privatisation process, other expectations of the owner toward potential investors may be taken into account as well, if the parties to the transaction recognize them as economically justified. In such case, these requirements are the same for all entities interested in participation in the process. Other requirements may include in particular investment and capital commitments, or negotiating social package or employment guarantee - depending on the adopted path of privatisation. 4. Streamlining ownership structure - building the company value An important task of privatisation policy is to streamline ownership structure of companies of strategic importance for the economy and its development. This has implications for optimization of management, modification of strategies and business models, and ultimately leads to increased efficiency and market position of the company. With industry privatisation, consolidation of companies, contribution of Treasury shares to increase share capital of other entities in sectors of key importance for the Polish economy, groups of companies with a strong and competitive market position are likely to arise. Their important feature may be the increase of potential for action and generation of revenues on domestic and foreign markets (strengthening export and international potential of companies) and capital activity on domestic market (acquisitions and consolidations in their sectors leading to their increased relevance and maximization of revenues). It should be emphasized that the reduction of the Treasury participation in the economy does not exclude its presence in companies of strategic importance for the country. The focus on key companies is to lead to more efficient corporate governance. For this reason, the Treasury, as the owner expecting increase in the value of its key assets, will support strategies of companies striving to strengthen their position on domestic and international markets, in particular through participation in takeovers, mergers and acquisitions of Treasury shares in smaller entities, which thus become part of a strong corporate group. Each time the decision regarding such actions will be undertaken on the basis of business criteria. This allows companies to increase investments, strengthen their position on the market, whereas the Treasury is likely to become the owner of an effectively functioning entity increasing its value. Concentration of privatisation policy with respect to building company value in the years assumes the following tasks: streamlining of the portfolio of companies, disposal of non-strategic assets, Building of company value 13

14 strengthening of companies strategic for the Polish economy, which will enable to achieve the adopted objectives, thus contributing to modernization and development assumptions pursued by the Council of Ministers. The dynamics of the economic situation, noticeable effects of the global economic crisis, as well as strong competitive pressure require modernization of the existing selection mechanisms for the composition of corporate bodies. Therefore, in consideration of the guidelines provided by the Organization for Economic Cooperation and Development (OECD) on corporate governance in public enterprises with reference to the appointment of members of public enterprises' bodies, the Minister of Treasury issued an ordinance on the selection procedure for candidates for members of corporate bodies in certain companies of key importance for the Treasury. Moreover, the Minister of Treasury described "Good practices in the selection of candidates for members of corporate bodies in companies of key importance for the Treasury" which set the practical standard that the Minister of Treasury himself will consequently strive to apply when making decisions on appointment of managers at the companies. New Regulation for key companies 5. Planned privatisation activities across selected sectors Ownership transformations will be applied to companies in all industries and sectors of the economy. An outline of planned privatisation activities across selected sectors is presented below. Energy sector Ownership and organisational transformation in the energy sector is aimed at increasing operational effectiveness, cost reduction, development of transparent organisational structure and separating auxiliary services in the form of distinct economic entities. The planned privatisation processes will take into account the companies' needs related to the investment projects of individual entities. They will be implemented in accordance with government documents: the "Electrical Power Sector Program" and "Energy Policy of Poland until 2030". The Plan provides for both privatisation of companies fully owned by the Treasury and ownership transfer of stakes in other companies in this sector with partial and minority Treasury shareholding. Ownership transformation will comprise companies such as: Energa SA, ENEA SA, PGE Polska Grupa Energetyczna SA, Zespół Elektrowni Pątnów Adamów Konin SA, and Zespół Elektrowni Wodnych Niedzica SA. Privatisation through the WSE will be preferred with respect to the planned projects. Financial institutions sector In the years , privatisation of 5 companies in this sector is to be continued. The Treasury plans to sell all of its shares in Bank Gospodarki Żywnościowej SA and 12 companies 5 companies 14

15 the National Depository for Securities (following provisions of the Act on Trading in Financial Instruments). With respect to PZU SA and PKO BP SA, the Minister of Treasury will undertake activities aimed at disposal of successive stakes in these companies to a level sufficient to exercise corporate governance. However, it should be noted that the date of disposal of the Treasury shares will depend, among others, on the market situation on the WSE. Analysis of disposal options optimizing these transactions will be carried out for both companies. Ownership transformation may also comprise sector companies being under the supervision of other Ministers. Due to the privatisation process and the need to ensure implementation of a coherent strategy for the development of universal banks with the Treasury shareholding, ownership supervision over them must be consolidated in the hands of the Minister of Treasury. Defence sector The year 2012 will be the last year in which the "Strategy to consolidate and promote the development of the Polish defence industry in the years " remains valid. During this time, the capital consolidation process in the Bumar Group companies is to be completed. After closing the sale transaction of an organized part of Huta Stalowa Wola SA manufacturing construction machinery (civilian part), the shares will be re-evaluated, followed by their contribution to the Bumar Group. Ownership transformation in the companies from this sector, supervised by the Minister of Treasury or the Minister of National Defence, is planned. Industry privatisation will be preferred in the case of Wojskowe Przedsiębiorstwa Remontowo-Produkcyjne its commencement is planned in In the years , privatisation processes will include the following companies under the supervision of the Ministry of National Defence: Wojskowe Zakłady Kartograficzne Sp. z o.o., Wojskowe Biuro Projektów Budowlanych Sp. z o.o., Zespół Zarządców Nieruchomości WAM Sp. z o.o. Sale process of minority Treasury stakes held in defence companies: EADS PZL Warszawa Okęcie S.A., Zakład Narzędziowy w Świdniku Sp. z o.o. and other companies, in which the Treasury shareholding does not exceed 20%, will be also implemented. Moreover, in 2013, following conversion into a joint stock company, an initial public offering (IPO) of the company Bumar Sp. z o.o. is anticipated on the WSE. Metal and engineering sector In the years , privatisation of 36 entities in these sectors is planned, out of which 26 companies are wholly owned by the Treasury, 2 companies have majority Treasury shareholding and 8 companies have minority shareholding of the Treasury. Production of machines and tools for various industries forms the core activity of the 8 companies of the Ministry of Treasury + Bumar + 15 companies of the Ministry of National Defence 36 companies 15

16 companies in this sector. Completion of privatisation processes of entities in this sector will depend, among others, on the economic situation on domestic and foreign markets, effects of the restructuring processes taking place in some companies, their economic and financial standing, as well as investor interest. Transport sector Road transport enterprises prevail among companies of this sector. Ownership transformation of these entities will take into account the regional nature of their activities. For this reason, among others, free of charge transfer of shares of these companies to local governments is planned. This will provide them with tools to achieve their objectives while taking over the responsibility for companies of key importance for the region. Chemical sector For most companies in this sector privatisation processes were initiated in previous years. The Privatisation Plan assumes continuation of privatisation in companies from this sector, as well as its commencement in other entities. Disposal of successive stakes in companies listed on the WSE, such as: Ciech S.A., Zakłady Azotowe Puławy S.A., Zakłady Chemiczne Police S.A. and Zakłady Azotowe w Tarnowie Mościcach S.A. will depend on the situation on the capital markets. Oil sector Ownership transformation of companies in this sector will be implemented in accordance with government programs, " Poland's Energy Policy until 2030" and "Policy of the Government of the Republic of Poland with respect to the Oil Industry in Poland", which define the objectives of economic policy in relation to individual companies, as well as the concepts regarding activities with respect to these companies, taking into account securing the state s interests in strategic companies. Privatisation processes of companies Ośrodek Badawczo-Rozwojowy Przemysłu Rafineryjnego S.A. and Rafineria Nafty "GLIMAR" S.A. are planned. Mining Sector Planned privatisation of entities in this sector applies both to companies listed on the Warsaw Stock Exchange, as well as those for which public offering is considered. Privatisation through the Warsaw Stock Exchange will comprise companies under the supervision of the Minister of Economy, i.e. Węglokoks S.A., Jastrzębska Spółka Węglowa S.A., Katowicki Holding Węglowy S.A. and Kompania Węglowa S.A. Adjustment of "Coal Mining Activities in Poland in the years " will enable effective privatisation of these entities. 44 companies 9 companies 2 companies 6 companies of the Ministry of Treasury + 4 companies of the Ministry of Economy 16

17 Health resorts sector Privatisation of health resort companies is planned to be continued. Thus, health resorts operating in a highly competitive environment, will have the possibility to gain an investor that will provide them with proper funding. Following the Regulation of the Minister of Treasury of 8 October 2008 on the list of health resorts run as sole-shareholder companies of the Treasury not covered by privatisation (Journal of Laws of 2008 No. 192, item 1186), the number of health resorts excluded from privatisation was limited to seven. In relation to these companies, transformation processes can be carried out subject to change of existing regulations. Tourism sector Companies running hotel or restaurant services will be subjected to privatisation processes, or - in the case of specific, adverse conditions - to liquidation. Among the six companies in this sector intended for privatisation, two are companies wholly owned by the Treasury. Food and agriculture sector The sale of shares in Krajowa Spółka Cukrowa SA for the benefit of employees and beet growers will be continued. KSC SA privatisation process was launched in In September 2011, the company's prospectus was made available. In accordance with the approved offering schedule, conclusion of the share sale agreement is planned by September 20th, Pursuant to the "The Concept for Privatisation of Companies from the Agri-Food Sector" further privatisation will involve 4 insemination companies and 8 wholesale agricultural markets. The intention of the authors of "The Concept for Privatisation of Companies from the Agri-Food Sector" was to entrust agricultural producers and their associations with responsibility for the future of those companies. Allowing the entitled persons to participate in privatisation consolidates the positive trends and ensures proper development of the Polish agriculture. 13 companies 6 companies 35 companies Appendices - lists of companies, as of 1 January 2012: 1. Companies covered by the Privatisation Plan for the years ; 2. Companies covered by the Privatisation Plan for the years proposed by other ministries; 3. Entities of key importance remaining under the supervision of the Minister of Treasury; 4. Active state-owned enterprises intended for commercialisation, privatisation or liquidation. 17

18 Appendix No. 1 to the Privatization Plan for the years Companies covered by the Privatization Plan for the years No. Company name Registered % share of office the Industry Construction and building materials industry 1 "Centrum Handlowe Wschód" S.A. Warsaw 46,15 Construction 2 "ENERGOAPARATURA" S.A. Katowice below 5% Construction 3 "POL-DRÓG Chojnice" Sp. z o.o. Chojnice 25,50 Construction 4 "SMARTBUD" Sp. z o.o. Białystok 19,69 Building materials industry 5 Drogowa Trasa Średnicowa S.A. Katowice 75,70 Construction 6 ELEKTRIM - MEGADEX S.A. Warsaw 1,10 Construction 7 ELEKTROMONTAŻ - POZNAŃ S.A. Poznań 49,00 Construction 8 Elektromontaż Gdańsk S.A. Gdańsk 8,18 Construction 9 Kombinat Budowlany Kołobrzeg Sp. z o.o. Bezpraw 100,00 Construction 10 Kujawsko-Pomorska Sieć Informacyjna Sp. z o.o. Toruń 0,20 Construction 11 POLDIM Dębica S.A. Dębica 49,45 Construction 12 Przedsiębiorstwo Budowlane Katowice S.A. Katowice 0,09 Construction 13 Przedsiębiorstwo Budownictwa Elektroenergetycznego ELBUD Gdańsk S.A. Sopot 100,00 Construction 14 Przedsiębiorstwo Budowy Tras Komunikacyjnych "TRAKT" w Szczecinie Sp. z o.o. Szczecin 100,00 Construction 15 Przedsiębiorstwo Produkcji Betonów i Montaży "BETOMONT" Sp. z o.o. Obrzycko 5,89 Construction 16 PRZEDSIĘBIORSTWO ROBÓT DROGOWYCH "DROMOS" Sp. z o.o. Wola Rębkowska 48,33 Construction 17 Przedsiębiorstwo Robót Inżynieryjnych "PRInż-1" Sp. z o.o. Katowice 0,14 Construction 18 Rzeszowskie Przedsiębiorstwo Instalacji Sanitarnych S.A. Rzeszów 25,00 Construction 19 Siemiatyckie Przedsiębiorstwo Drogowo-Mostowe Sp. z o.o. Siemiatycze 100,00 Construction 20 Termoizolacja Centrum Sp. z o.o. Zabrze 21,19 Construction 21 Wojskowe Biuro Studiów Projektów Budowlanych i Lotniskowych Sp. z o.o. Warsaw 100,00 Construction 22 Zakłady Ceramiczne "BOLESŁAWIEC" w Bolesławcu Sp. z o.o. Bolesławiec 100,00 Building materials industry 23 Zakłady Wyrobów Kamionkowych "MARYWIL" S.A. Suchedniów 100,00 Building materials industry Energy production 24 "Elektrociepłownia Andrychów" Sp. z o.o. Andrychów 1,92 Energy production 25 Bałtycka Agencja Poszanowania Energii S.A. Gdańsk 4,80 Energy production 26 Dalkia Chrzanów Sp. z o.o. Chrzanów 49,00 Energy production 27 Elektrociepłownia Będzin S.A. Będzin 5,00 Energy production 28 Elektrownia Chorzów S.A. Chorzów 100,00 Energy production 29 ENEA S.A. Poznań 51,69 Energy production 30 ENERGA S.A. Gdańsk 84,18 Energy production 31 Huta "Kościuszko" S.A. Chorzów 100,00 Energy production 32 PGE Górnictwo i Energetyka Konwencjonalna S.A. Bełchatów 0, Energy production 33 PGE Polska Grupa Energetyczna S.A. Warsaw 68,96 Energy production 34 Zespół Elektrowni "Pątnów-Adamów-Konin" S.A. Konin 50,00 Energy production 35 Zespół Elektrowni Wodnych Niedzica S.A. Niedzica 100,00 Energy production Mining 36 Centralny Ośrodek Informatyki Górnictwa S.A. Katowice 100,00 Mining environment units 37 Centrum Biurowe Plac Grunwaldzki S.A. Katowice 100,00 Mining environment units 38 Kopalnia Węgla Brunatnego "Adamów" S.A. Turek 100,00 Lignite mines 39 Kopalnia Węgla Brunatnego "Konin" w Kleczewie S.A. Kleczew 100,00 Lignite mines 40 Lubelski Węgiel "Bogdanka" S.A. Bogdanka below 5% Coal mines Strona 1 z 8

19 No. 41 Company name Registered office Zakłady Mechaniczne Urządzeń Górniczych "DEZAM" Sp. z o.o. Dzierżoniów Lotteries and betting transactions % share of the 42 "BINGO CENTRUM" Sp. z o.o. Katowice 15,13 Industry 100,00 Mining environment units Lotteries and betting transactions 43 "Huta Pokój" S.A. Ruda Śląska 25,50 Iron and steel metallurgy 44 Walcownia Metali Nieżelaznych "Łabędy" S.A. Gliwice 1,60 Non-ferrous metallurgy 45 Zakłady Górniczo-Hutnicze "Bolesław" S.A. Bukowno 100,00 Non-ferrous metallurgy Financial institutions 46 Bank Gospodarki Żywnościowej S.A. Warsaw 25,51 Banking 47 Giełda Papierów Wartościowych w Warszawie S.A. Warsaw 35,00 Securities 48 Krajowy Depozyt Papierów Wartościowych S.A. Warsaw 33,33 Securities 49 Powszechna Kasa Oszczędności Bank Polski S.A. Warsaw 40,99 Banking 50 Powszechny Zakład Ubezpieczeń SA Warsaw 35,19 Insurance companies Media 51 Polska Agencja Prasowa S.A.* Warsaw 100,00 Media Trading enterprises and service units 52 "BIPROWŁÓK" Sp. z o.o. Łódź 100,00 Service units 53 "DRAGMOR" Sp. z o.o. Kraków 25,06 Business agencies 54 "Regionalna Agencja Promocji Zatrudnienia" Sp. z Dąbrowa o.o. Górnicza 11,07 Business agencies 55 Agencja Rozwoju Regionalnego S.A. Bielsko-Biała 21,93 Business agencies 56 AGPOL S.A. Warsaw 49,15 Service units 57 Arenda Sp. z o.o. Katowice 100,00 Business agencies 58 Metallurgy Białostockie Przedsiębiorstwo Robót Zmechanizowanych i Maszyn Budowlanych Sp. z o.o. Białystok 100,00 Service units 59 Biuro Handlowe POLON Sp. z o.o. Warsaw 100,00 Trading companies and other 60 BUDOPOL-DELTA Sp. z o.o. Nowiny 83,42 Service units 61 Bydgoski Park Przemysłowo - Technologiczny Sp. z o.o. Bydgoszcz 0,81 Service units 62 Centrala Zaopatrzenia Górnictwa S.A. Katowice 25,05 Trading companies and other 63 Centralny Ośrodek Badawczo Rozwojowy Aparatury Badawczej i Dydaktycznej COBRABID Sp. z o.o. Warsaw 100,00 Service units 64 Górnośląska Agencja Promocji Przedsiębiorczości S.A. Katowice 69,89 Business agencies 65 Górnośląskie Przedsiębiorstwo Wodociągów S.A. Katowice 4,97 Service units 66 HUTMAR S.A. Częstochowa 100,00 Trading companies and other 67 KCI Park Technologiczny Krowodrza S.A. Kraków 25,09 Business agencies 68 Łódzkie Centrum Filmowe Sp. z o.o. Łódź 100,00 Service units 69 Meble Emilia Sp. z o.o. Warsaw 100,00 Trading companies and other 70 Miejskie Przedsiębiorstwo Wodociągów i Kanalizacji Sp. z o.o. Leszno 0,06 Service units 71 Międzynarodowe Targi Katowickie Sp. z o.o. Katowice 14,00 Trading companies and other 72 Międzynarodowe Targi Poznańskie Sp. z o.o. Poznań 60,00 Trading companies and other 73 Okręgowe Przedsiębiorstwo Geodezyjno- Kartograficzne Sp. z o.o. Warsaw 100,00 Service units Strona 2 z 8

20 No. Company name Registered office % share of the Industry 74 Ośrodek Badawczo-Rozwojowy Centrum Techniki Morskiej S.A. Gdynia 100,00 Service units 75 Ośrodek Szkolenia Sp. z o.o. Olsztyn 44,26 Service units 76 Polskie Centrum Badań i Certyfikacji S.A. Warsaw 100,00 Service units 77 Przedsiębiorstwo Badań Geofizycznych Sp. z o.o. Warsaw 100,00 Service units 78 Przedsiębiorstwo Produkcyjno-Handlowe HORN Sp. z Trading companies and Kielce 2,20 o.o. other 79 Przedsiębiorstwo Przemysłowo-Handlowe "Nida" Sp. Trading companies and Warsaw 38,27 z o.o. other 80 Przedsiębiorstwo Usług Wodociągowych HKW Sp. z Dąbrowa o.o. Górnicza 39,46 Service units 81 Przedsiębiorstwo Zaopatrzenia Szkół "Cezas" Sp. z Trading companies and Białystok 49,96 o.o. other 82 Przedsiębiorstwo Zaopatrzenia Szkół "CEZAS" Sp. z Trading companies and Warsaw 100,00 o.o. other 83 Stilna S.A. Sosnowiec 11,86 Service units 84 Studio Filmowe KRONIKA Polska Kronika Filmowa Sp. z o.o. Warsaw 100,00 Service units 85 Studio Filmów Rysunkowych Sp. z o.o. Bielsko-Biała 100,00 Service units 86 Studio Miniatur Filmowych Sp. z o.o. Warsaw 100,00 Service units 87 SUPOMET Sp. z o.o. Poznań 22,40 Trading companies and other 88 Toruńska Agencja Rozwoju Regionalnego S.A. Toruń 0,37 Business agencies 89 WELUX S.A. Katowice 3,66 Service units Chemical industry 90 Bydgoskie Zakłady Przemysłu Gumowego "STOMIL" Chemical and plastics Bydgoszcz 100,00 S.A. industry 91 Ciech S.A. Warsaw 38,72 Chemical production 92 Kopalnie i Zakłady Chemiczne Siarki "Siarkopol" S.A. Grzybów 100,00 Sulfur 93 Ośrodek Badawczo-Rozwojowy Przemysłu Oponiarskiego "STOMIL" Sp. z o.o. Poznań 100,00 Chemical and plastics 94 Zakłady Azotowe PUŁAWY S.A. Puławy 50,67 Chemical production 95 Zakłady Azotowe w Tarnowie-Mościcach S.A. Tarnów 32,05 Chemical production 96 Zakłady Chemiczne "JELCHEM" S.A. Jelenia Góra 25,00 Chemical production 97 Zakłady Chemiczne POLICE S.A. Police 6,98 Chemical production 98 Zakłady Chemiczne RUDNIKI S.A. Rudniki 100,00 Chemical production Wood industry 99 "GRYFSKAND" Sp. z o.o. Gryfino 13,61 Wood and paper industry 100 HARDEX S.A. Krosno Odrzańskie 22,89 Wood and paper industry 101 Lubuskie Fabryki Mebli S.A. Świebodzin 42,63 Furniture industry 102 Ośrodek Badawczo-Rozwojowy Przemysłu Płyt Drewnopochodnych Sp. z o.o. Czarna Woda 100,00 Wood and paper industry Electronic and electrical engineering industry 103 BIAZET S.A. Białystok 40,33 Electronic industry 104 Centrum Naukowo-Produkcyjne Materiałów Elektronicznych CeMat '70 S.A. Warsaw 24,74 Electronic industry 105 Dolnośląskie Zakłady Usługowo - Produkcyjne Electrical engineering Wrocław 100,00 "DOZAMEL" Sp. z o.o. industry 106 Elektrocarbon Sp. z o.o. Tarnowskie Góry 100,00 Electrical engineering industry 107 Gdańskie Zakłady Teleelektroniczne "TELKOM - TELMOR" Sp. z o.o. Gdańsk 63,88 Electronic industry 108 Instytut Automatyki Systemów Energetycznych Sp. z o.o. Wrocław 100,00 Electronic industry 109 UNICON Sp. z o.o. Białogard 100,00 Electronic industry 110 Zakład Produkcyjno-Handlowy Artykułów Gospodarstwa Domowego MESKO - AGD" Sp. z o.o. Skarżysko- Kamienna Pharmaceutical industry Strona 3 z 8 28,12 Electrical engineering industry

21 No. Company name Registered office % share of the Industry 111 Tarchomińskie Zakłady Farmaceutyczne "Polfa" S.A. Warsaw16.69 ST PHF POLFA Light industry 112 "ARELAN" S.A. Łódź 27,42 Clothing raw materials industry 113 "Bełchatowskie Zakłady Przemysłu Bawełnianego" Sp. z o.o. Zduńska Wola 5,16 Clothing industry 114 "STRADOM" S.A. Częstochowa 25,00 Clothing raw materials industry 115 Bielskie Zakłady Obuwia "Befado" Sp. z o.o. Bielsko-Biała 100,00 Leather industry; 116 LUBINEX Sp. z o.o. Lubin 34,44 Clothing industry 117 OPTEX S.A. Opoczno 35,16 Clothing raw materials industry 118 WARMIA S.A. Kętrzyn 100,00 Clothing industry 119 Zakład Przemysłu Odzieżowego CORA-TEX w Krasnymstawie S.A. Krasnystaw 100,00 Clothing industry 120 Zakłady Przemysłu Dziewiarskiego LIDO Sp. z o.o. Łódź 100,00 Clothing industry 121 Zakłady Przemysłu Wełnianego 9 MAJA S.A. Łódź 15, Zakłady Przemysłu Wełnianego Merilana S.A. Bielsko-Biała 2, Zakłady Przemysłu Wełnianego TOMTEX S.A. Tomaszów Mazowiecki 41, Zakłady Tekstylno-Konfekcyjne Teofilów S.A. Łódź 95,86 Clothing raw materials industry Clothing raw materials industry Clothing raw materials industry Clothing raw materials industry Metal and engineering industry 125 "ARCHIMEDES" S.A. Wrocław 100,00 Engineering industry 126 "KOLSTER" Sp. z o.o. Olsztyn 100,00 Engineering industry 127 "REMA" S.A. Reszel 100,00 Engineering industry 128 "SPOMASZ" Bełżyce S.A. Bełżyce 51,58 Engineering industry 129 Agroma Kutno Sp. z o.o. Kutno 100,00 Engineering industry 130 Centrum Badawczo-Konstrukcyjne Obrabiarek Sp. z o.o. Pruszków 100,00 Engineering industry 131 Centrum Produkcyjne Pneumatyki "PREMA" S.A. Kielce 100,00 Engineering industry 132 Fabryka Elementów Złącznych S.A. Siemianowice Śląskie 100,00 Metal industry 133 Fabryka Form Metalowych Formet S.A. Bydgoszcz 100,00 Engineering industry 134 Fabryka Maszyn "BUMAR-KOSZALIN" S.A. Koszalin 100,00 Engineering industry 135 Fabryka Maszyn i Urządzeń "FAMAK" S.A. Kluczbork 13,83 Engineering industry 136 Fabryka Maszyn Introligatorskich "INTROMA" Sp. z o.o. Łódź 100,00 Engineering industry 137 Fabryka Maszyn w Leżajsku Sp. z o.o. Leżajsk 100,00 Engineering industry 138 Fabryka Obrabiarek do Drewna Sp. z o.o. Bydgoszcz 100,00 Engineering industry 139 Fabryka Przewodów Energetycznych S.A. Będzin 100,00 Metal industry 140 Fabryka Przyrządów i Uchwytów "BISON - BIAL" S.A. Białystok 17,93 Metal industry 141 Fabryka Szlifierek "FAS Głowno" Sp. z o.o. Głowno 70,96 Engineering industry 142 Federal-Mogul BIMET S.A. Gdańsk 5,00 Metal industry 143 H.CEGIELSKI-POZNAŃ S.A. Poznań 100,00 Engineering industry 144 Łambinowicka Fabryka Maszyn "Celpa" S.A. Łambinowice 100,00 Engineering industry 145 Meprozet Kościan S.A. Kościan 44,07 Engineering industry 146 Nakielskie Zakłady Maszyn i Urządzeń Gastronomicznych "SPOMASZ" - Nakło Sp. z o.o. Nakło nad Notecią 100,00 Engineering industry 147 OPAKOMET S.A. Kraków 49,44 Metal industry 148 Przedsiębiorstwo Handlowo-Usługowe "AGROMA" Wałcz Sp. z o.o. Wałcz 9,21 Engineering industry 149 Przedsiębiorstwo Handlu Sprzętem Rolniczym "AGROMA" Sp. z o.o. Świerklaniec 100,00 Engineering industry 150 Przedsiębiorstwo Produkcyjno-Usługowe "TECHMET" Pruszcz Gdański Sp. z o.o. 4,87 Engineering industry Strona 4 z 8