The Minister of Treasury, with its headquarters in Warsaw, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, hereinafter referred to as the “Seller”, acting on behalf of the Treasury, pursuant to Article 33(1)(2) of the Commercialisation and Privatisation Act of 30 August 1996 (Journal of Laws of 2002 No. 171, item 1397, as subsequently 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 Treasury-owned shares (Journal of Laws No. 34, item 264) extends an invitation to all interested parties to submit offers for participation in an unlimited written public tender, hereinafter referred to as the “Tender” regarding the purchase of 34,000,000 (say: thirty-four million) registered shares, constituting 85% of the share capital of

Fabryka Osłonek Białkowych „Fabios” S.A.
with registered office in Białka (hereinafter referred to as the “Company”)

Pursuant to Article 36(1) of the Act, the eligible employees have the right to acquire free of charge up to 15% of the Company’s shares which the Treasury subscribed for, on the day of entering the Company to the register. The Minister of Treasury allows the possibility to dispose of the shares that have not been taken by the eligible employees to the Investor selected in the course of this public tender following the expiry of the right to acquire them free of charge.

I. GENERAL INFORMATION
1. The Tender will be held at the Seller’s seat.
2. Participation in the tender procedure is open for national and foreign entities, as well as entities acting jointly.
3. Joining the Tender, the bidder (before expiry of the deadline specified in section IV item 1 hereof) is obliged to deposit a cash security in the amount of PLN 2,720,000.00 (say: two million seven hundred and twenty thousand zloty), via bank transfer to the Seller’s account held in Bank Gospodarstwa Krajowego S.A. I/O Warszawa, account no. 13 1130 1017 0019 9426 2520 0007.
4. The Seller accepts only a one-time payment for the shares, the payment to be made via bank transfer to the Seller’s account.

II. THE SITE AND TIME LIMIT FOR INSPECTION OF THE TENDER DOCUMENTATION AND THE DOCUMENTATION ON THE COMPANY’S LEGAL AND FINANCIAL STANDING

1. “Information Memorandum” (Company Information), sample share purchase agreement, and the “Additional Information for Investors Participating in the Tender to Purchase Company Shares” can be inspected by the bidders (for a fee of PLN 100 payable at Cashier’s Office, room 372, General Accounting and Reporting Division of the Department of Budget and Finance at the Ministry of Treasury between 12:00 noon and 02:00 PM or to the account of the Ministry of Treasury kept in Bank Gospodarstwa Krajowego S.A., I/O in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008) within the period of time starting from the day following the day of publication of this Invitation up to 2 April 2010, upon prior presentation of a copy from the Register of Entrepreneurs of the National Court Register/Certificate of Entry in the Register of Business Activity by authorized representatives or an Authorisation to collect documentation by persons not listed in the National Court Register/Certificate of Entry in the Register of Business Activity and upon signing a confidentiality document, or in the case of natural persons upon presenting a valid identification document, and upon signing a confidentiality document at the seat of the Seller, room 570, between 12:00 noon and 02:00 PM.
2. The bidders will have the chance to learn more details about the Company's business on a date agreed with the Seller, upon lodging the request to conduct a due diligence on the Company within the period of time up to 6 April 2010.
3. Detailed terms and conditions of purchase of shares along with other requirements regarding the minimum investment obligations, obligations with respect to environmental protection, obligations towards the employees, as well as further obligations and types of obligation guarantees are contained in this Invitation, “Additional Information for Investors Participating in the Tender to Purchase Company Shares” and in the sample share purchase agreement, made available to bidders, which are an integral part hereof.
4. Examined will be only the offers submitted by those bidders who have signed the document called “Confidentiality Obligation,” have collected “Information Memorandum” (Company Information), sample share purchase agreement and Additional Information for Investors Participating in the Tender to Purchase Company Shares.
III. HOW TO PREPARE THE OFFER
1. All information concerning bidder requirements and the detailed terms and conditions to be met by the share purchase offer may be obtained by 15 April 2010.
All questions should be addressed to:
Ministerstwo Skarbu Państwa
Departament Nadzoru Właścicielskiego i Prywatyzacji IV
ul. Krucza 36/Wspólna 6, 00-522 Warszawa
tel. (022) 695 87 10, fax (022) 695 87 09

All questions must be delivered by 13 April 2010.
2. The Seller reserves the right to request additional information from bidders.
IV. SUBMITTING THE OFFER AND TENDER PROCEDURE
1. SITE, MODE, FORM AND DEADLINE FOR SUBMITTING OFFERS
A written share purchase offer should be submitted (receipt confirmation requested) in a closed envelope with the following inscription: “Przetarg – Fabryka Osłonek Białkowych „Fabios” S.A. z siedzibą w Białce – nie otwierać ”(“Tender – Fabryka Osłonek Białkowych „Fabios” S.A. with registered office in Białka – do not open”) and bidder identification details, to the address: Ministerstwo Skarbu Państwa, Departament Nadzoru Właścicielskiego i Prywatyzacji IV, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, room 553, between 10:00 AM and 03:00 PM. The deadline for submitting offers expires on 19 April at 12:00 noon.
2. OPENING OF OFFERS AND SELECTION OF THE BEST OFFER
1) The offers will be opened on 19 April 2010 at 01:00 PM in room 26.
2) The winning offer will be selected by a committee within 30 working days from the date of expiry of the submission date.
3. FORMAL CRITERIA THAT MUST BE MET FOR THE OFFER TO BE CONSIDERED ON ITS MERITS
The offer should be prepared and submitted in accordance with the Seller’s requirements, specified in this Invitation and in the Additional Information for Investors Participating in the Tender to Purchase Company Shares.
3. SUBSTANTIAL CRITERIA SUBJECT TO EVALUATION AND SCORES
1) The substantial criteria subject to evaluation and the scores are specified in section I of the Additional Information for Investors Participating in the Tender to Purchase Company Shares (Offer Evaluation Sheet).
2) In the event that two or more bidders obtain the same score, the winning bidder will be chosen as specified in section III of the Additional Information [...], referred to hereinabove.
V. MAXIMUM OFFER VALIDITY PERIOD

The submitted offer shall be binding upon the bidder until he is notified of a selection of other bidder’s offer, however no longer than 180 days from the offer submission deadline.

VI. DATE OF NOTIFYING BIDDERS OF TENDER RESULTS

The bidders will be immediately notified of the tender results in writing.

VII. RETURN OF SECURITY
Upon offer selection, the share purchase price will be reduced by the amount of the security. The securities paid by the remaining bidders will be immediately returned to them in accordance with the regulations currently applicable. Should a bidder decide to withdraw after expiry of the offer submission date, or should a winning bidder evade from concluding the share purchase agreement, the security paid by such a bidder will not be returned.

VIII. DATE OF CONCLUSION OF SHARE PURCHASE AGREEMENT
The share purchase agreement will be concluded with the winning bidder within 60 days from the date of notifying such a winning bidder of tender results. However, if the winning bidder is obliged to obtain a decision of the President of the Office of Competition and Consumer Protection on no objections to the intention of entrepreneurs to merge and/or an acceptance of the minister responsible for internal affairs, the share purchase agreement will be concluded within 60 days from the date the bidder has notified the Seller in writing of having obtained the above mentioned consent(s).
IX. COMPANY WHOSE SHARES ARE THE OBJECT OF THE TENDER PROCEDURE
Fabryka Osłonek Białkowych „Fabios” S.A. z siedziba w Białce
34-220 Białka, poczta Maków Podhalański
tel.: 033 8771 301
fax: 033 8771 329,

whose core business activity is the manufacture and distribution of collagen casings used in the manufacture of meat products and cured meats.
X. TERMS AND CONDITIONS REGARDING THE NUMBER OF PURCHASED SHARES AND THE MINIMUM SINGLE SHARE PRICE.
a) Number of shares
The share purchase offer should represent a total of 34,000,000 (say: thirty-four million) shares constituting 85% of the Company’s share capital with the nominal value of PLN 1.00 (say: one zloty) each.
b) Minimum single share price
The minimum single share price is PLN 1.60 (say: one zloty and sixty groszy).

The Seller has the right to:
a) decide not to hold a Tender without giving reasons,
b) extend the deadline for submitting offers.

Rejected are going to be offers which:
a) are submitted after the stipulated deadline,
b) fail to comply with the terms and conditions specified in this Invitation.