MINISTER OF TREASURY
of the Republic of Poland

INVITATION TO AN OPEN WRITTEN PUBLIC TENDER TO PURCHASE SHARES

The Minister of Treasury, 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 amended), hereinafter referred to as the “Act”, and pursuant to the Resolution of the Council of Ministers of 17 February 2009 on the Detailed Procedure of Selling Treasury Shares (Journal of Laws of 2009 No. 34, item 264, as amended), hereby invites all interested parties to submit their offers in an open written public tender, hereinafter referred to as the “Tender”, to purchase 850,000 (eight hundred and fifty thousand) registered shares, constituting 85% of the share capital of the company:

Fabryka Zapałek „Czechowice” S.A.
with registered office in Czechowice-Dziedzice (hereinafter referred to as the “Company”)

Pursuant to Article 36(1) of the Act, eligible employees of the Company are entitled to a free acquisition of up to 15% of the Company’s shares taken up by the Treasury on the day of entering the Company into the Register. Shares not acquired by eligible employees may be sold by the Minister of Treasury to an investor selected under this tender, provided that the right of such persons to acquire such shares expires.

I. GENERAL INFORMATION

1. The Tender will be held at the Seller’s headquarters.
2. Participation in the tender is open to national and foreign entities, as well as entities acting jointly.
3. In order to participate in the Tender, the bidder is obliged to deposit (before expiry of the deadline specified in section IV, item 1, hereof) a bid security of PLN 1.105.000 (one million one hundred and five thousand zloty) by bank transfer to the Seller’s account held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007.
4. The Seller accepts only full payment for the shares, made by bank transfer to the Seller’s account.

II. PLACE AND TIME LIMIT FOR INSPECTING TENDER DOCUMENTATION AND BECOMING ACQUAINTED WITH THE COMPANY’S ENTERPRISE

1. The Company Memorandum, the sample Share Purchase Agreement and the Detailed Terms and Conditions of Tender may be obtained by the interested parties for a fee (PLN 100.00) payable to the Cashier of the Department of General Accountancy and Reporting of the Department of Budget and Finance of the Ministry of Treasury, room 372, between 12:00 and 2:00 PM, or to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008, starting from the day following the day of publication of this Invitation until 16 July 2010 at the Seller’s headquarters (room 570) between 12:00 and 2:00 PM. In order to obtain the above mentioned documents, the interested parties must present through their authorised representatives: a Valid Transcript from the National Court Register / Certificate from the Register of Business Activity, or an Authorisation to collect the documentation by persons not entered in the National Court Register or not named in the Certificate from the Register of Business Activity, and if the interested party is a natural person who is not an entrepreneur – present an identity document, and must sign the Confidentiality Obligation.
2. Bidders will be able to acquaint themselves with the Company’s enterprise, on a day agreed with the Seller, after submitting a request for carrying out an examination of the Company by 19 July 2010.
3. Detailed terms and conditions of purchase of the Company’s shares along with the requirements concerning minimal investment commitments, environment protection commitments and commitments related to the protection of employees’ interests, along with the methods of ensuring that these commitments are met are specified in this Invitation, in the Additional Information for Investors Participating in the Tender to Purchase the Company’s Shares and in the sample Share Purchase Agreement made available to the bidders, all of which constitute an integral part hereof.
4. Considered will only be offers made by bidders who signed the Confidentiality Obligation and collected the Company Memorandum, the sample Share Purchase Agreement and the Additional Information for Investors Participating in the Tender to Purchase the Company’s Shares.

III. HOW TO PREPARE THE OFFER

1. Detailed information concerning the requirements for bidders as well as the detailed terms and conditions to be met by the offers to purchase the Company’s shares may be obtained by 27 July 2010.
   
   All queries should be directed to the following address:
   
   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
   
   The deadline for submitting queries expires on 23 July 2010.
2. The Seller reserves the right to request additional clarifications from bidders.

IV. SUBMITTING THE OFFER AND TENDER PROCEDURE

1. PLACE, PROCEDURE, FORM AND TIME LIMIT FOR SUBMITTING OFFER
   
   Written offers to purchase the Company’s shares must be submitted, against confirmation of receipt, in a closed envelope marked: “przetarg – Fabryka Zapałek „Czechowice” S.A. z siedzibą w Czechowicach-Dziedzicach – nie otwierać” (Tender – Fabryka Zapałek „Czechowice” S.A. with registered office in Czechowice- Dziedzice – do not open), and including also the identification details of the bidder, to the following address: Ministerstwo Skarbu Państwa, Departament Nadzoru Właścicielskiego i Prywatyzacji IV, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, room 553, in the hours 10:00 AM–3:00 PM.
   
   The final date for submitting offers is 29 July 2010 (12 o’clock noon).
2. OPENNING OFFERS AND SELECTION OF THE WINNING BIDDER
   
   1) Offers will be opened on 29 July 2010 at 1:00 PM in room 26.
   
   2) The winning bidder will be determined by a committee within 30 working days following the expiry of the date for submitting offers.
3. FORMAL REQUIREMENTS WHICH MUST BE MET FOR THE OFFERS TO BE SUBJECTED TO MERIT-BASED EVALUATION
   
   Offers must be made and submitted in accordance with the Seller’s requirements for bidders, as set forth in this Invitation and in the Additional Information for Investors Participating in the Tender to Purchase the Company’s Shares.
4. MERIT-BASED CRITERIA SUBJECT TO EVALUATION AND SCORING
   
   1) Merit-based criteria to be evaluated and their respective scoring are set forth in section I of the Additional Information for Investors Participating in the Tender to Purchase the Company’s Shares (Offer Evaluation Sheet).
   
   2) In the event that two or more bidders receive the same score, the winning bidder will be selected in accordance with the procedure set forth in section III of the Additional Information for Investors Participating in the Tender to Purchase the Company’s Shares, referred to hereinabove.

V. MAXIMUM BID VALIDITY PERIOD

Submitted offer shall be binding for the bidder until an agreement is signed with the highest bidder, however not longer than 180 days from the offer submission deadline.

VI. DEADLINE FOR NOTIFYING BIDDERS OF TENDER RESULTS

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

VII. RETURN OF BID SECURITY

Upon selecting the winning offer, the bid security paid by the winning bidder will be credited towards the price of purchase of the Company’s shares. Bid securities paid by the remaining bidders will be immediately returned in accordance with applicable regulations. Should the bidder decide to withdraw after expiry of the offer submission date or evade from concluding the agreement to purchase the Company’s shares, then the security paid by such bidder will not be returned.

VIII. DATE OF CONCLUSION OF SHARE PURCHASE AGREEMENT

The agreement to purchase the Company’s shares will be concluded with the winning bidder within 60 days from the date of notifying such winning bidder of the tender results. However, if the winning bidder is obliged to obtain a Decision of the President of the Office of Competition and Consumer Protection (UOKiK) on the absence of impediments to the intended merger of companies or a Decision of the Minister of Internal Affairs and Administration authorising for purchase of the Company’s shares, the share purchase agreement will be concluded within 60 days from the date of a written notification of the Seller by the bidder that the above mentioned consent(s) were obtained.

IX. COMPANY WHOSE SHARES ARE THE SUBJECT OF THE TENDER PROCEDURE

Fabryka Zapałek „Czechowice” S.A.
ul. Łukasiewicza 5, 43-502 Czechowice-Dziedzice
Tel: 32 215 26 81
Fax: 32 215 41 64

The core business activity of the Company is manufacture of standard matches.

X. TERMS AND CONDITIONS REGARDING THE NUMBER OF PURCHASED SHARES AND THE MINIMUM PRICE FOR SINGLE SHARE

a) Number of shares

The share purchase offer should concern 850,000 (eight hundred and fifty thousand) shares, constituting 85% of the share capital of the Company, of a nominal value of PLN 10.00 (ten zloty) each.

b) Minimum price per one share

The minimum price per one share shall be PLN 26.00 (twenty-six zloty).

The Seller shall have the right to:
a) decide not to hold a tender without giving reasons;
b) extend the deadline for submitting offers.

Rejected will be offers which:
a) are submitted after the stipulated deadline;
b) do not comply with the terms and conditions specified herein.