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7 April 2004

Bauma attracts a strategic investor

Warsaw, On April 7, 2004 — shareholders owning 80.93% of the share capital of Bauma (the Polish Enterprise Fund and Polish Private Equity Funds I & II, both managed by Enterprise Investors, and a group of private investors), signed an agreement with Ulma Construcción, based on which the Spanish company will launch a tender for all the shares in Bauma and will become its strategic investor.

The transaction is a result of the search for a strategic investor that Bauma initiated in 2003. The price to be paid by Ulma for the shares in the public tender will be the zloty equivalent of €2.04 per share.

The transaction is conditional upon receiving the administrative approvals of the Polish Securities and Exchange Commission and the Anti-Monopoly Office. The tender should be announced by Ulma no later than July 6, 2004.

Bauma SA is the second largest producer and provider of formwork in Poland. The company was set up in 1989 and was floated on the Warsaw Stock Exchange in 1997. The funds managed by Enterprise Investors invested in Bauma in two equity increases in 1997 and 1999, and have played an active role in developing the company. In 2002-03 Bauma went through a successful restructuring which, coupled with the upturn in the construction industry in Poland, should result in improved financial performance this year. The company has also been actively developing export sales in the countries of Central and Eastern Europe.

A strategic investor like Ulma should help further grow Bauma’s position on the Polish and international markets, said Krzysztof Goetz, a member of Bauma’s Supervisory Board.

We are very satisfied with the cooperation with both the management team led by Mr. A. Kozłowski and with the private shareholders who founded the company. We are also convinced that together with the strategic investor Bauma is well prepared to capitalize on the upturn in the construction industry, said Dariusz Prończuk, a partner at Enterprise Investors.

Ulma Construcción is one on the global leaders in the formwork and scaffolding industries. Founded in 1961 and based in Onati (northern Spain), Ulma manufactures and markets industrialized systems for the construction industry, and offers its customers technical design, the hiring of materials, and assembly services. The company’s production plant is fully automated, and is one of the largest such facilities in Europe. Ulma, which has been a registered company (ISO 9001) since 1994, has its own strategically located technical and commercial network. This comprises 20 offices in Spain, plus affiliated offices in France, Portugal, the Netherlands, Chile, Argentina, Peru, Brazil, USA and Germany, as well as important distribution partners in Europe and Latin America. In the short term, with its concept of integrated services based on offering solutions and systems, Ulma has established itself as a competitive European company with a sound future and a clear international calling. Ulma has been advised in this transaction by Nmas1, Spain’s leading corporate finance firm.

Enterprise Investors is the investment adviser to a group of five private equity funds active in Poland since 1990. The funds managed by EI have invested $690 million in 92 investment projects, which makes them the largest private equity investor in Central and Eastern Europe. EI funds have exited 59 investments and returned $663 million to their investors.

The Polish Enterprise Fund and Polish Private Equity Funds I & II, established with the capital provided by major European and US financial institutions, own 56.5% of Bauma.