MEMORANDUM OF UNDERSTANDING BETWEEN THE MINISTRY OF INFRASTRUCTURE AND AUTOSTRADA WIELKOPOLSKA S.A.

MEMORANDUM OF UNDERSTANDING BETWEEN THE MINISTRY OF INFRASTRUCTURE AND AUTOSTRADA WIELKOPOLSKA S.A.CONCERNING THE BUSINESS TERMS OF THE CONSTRUCTION OF A2 MOTORWAY TO ŚWIECKO

MEMORANDUM OF UNDERSTANDING BETWEEN THE MINISTRY OF INFRASTRUCTURE AND AUTOSTRADA WIELKOPOLSKA S.A.CONCERNING THE BUSINESS TERMS OF THE CONSTRUCTION OF A2 MOTORWAY TO ŚWIECKO.

On 22 December 2007 the Minister of Infrastructure Cezary Grabarczyk and the Management Board of the company Autostrada Wielkopolska S.A. signed a Memorandum of Understanding concerning the Business Terms of the construction of A2 Motorway form Nowy Tomyśl to Świecko (104.5 km). The execution of the Memorandum finished the negotiations which started last July.

It has been agreed that the Traffic and Revenue Study will be ready by April 2008, and that by the end of June 2008 the government (i.e. the Ministry of Infrastructure and the Ministry of Finance) and the concession company Autostrada Wielkopolska S.A. will reach the Financial Close for the construction and operation of A2 Motorway from Nowy Tomysl to Świecko. The Financial Close shall be the financial base for the Project and permit actual commencement of construction.

The Memorandum signed with the government also determined the construction cost of the Western section of A2 Motorway at EUR 9.66 M per kilometer. The construction cost of A2 section Nowy Tomyśl – Świecko is a lump sum cost including the construction design and all preparatory works that the company has to perform prior to the construction phase. The price is also inclusive of the entire equipment on the motorway, that is the Toll Plazas and Stations, the Emergency Communication Systems , Rest and Service Areas, which is tantamount to ca. EUR 1.5 M per kilometer. Projects developed by other companies do not include such necessary infrastructure.

It has been agreed that construction will begin in the 3rd quarter of 2008 and will end by the end of 2010. Due to the construction of A2 Motorway all the way down to the German border, Poland will become linked to the European motorway network.