MINISTER OF TREASURY
of the Republic of Poland

INVITATION TO PUBLIC TENDER FOR SHARES

The Minister of Treasury, with 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 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 Selling Treasury Shares (Journal of Laws of No. 34, item 264), invites all interested parties to submit offers to participate in a written open public tender, hereinafter referred to as the “Tender”, to purchase 975,000 (say: nine hundred seventy-five thousand) shares constituting 93.93% of share capital in the company:

Zakład Przemysłu Odzieżowego “CORA-TEX” w Krasnymstawie S.A.
with registered office in Krasnystaw
(hereinafter referred to as the “Company”)

Pursuant to Article 36(1) of the Act, eligible employees are entitled to acquire free-of-charge up to 15% of the Company’s shares that were taken up by the Treasury on the day the Company was entered in the register. The Minister of Treasury reserves the right to sell the shares which have not been acquired by the eligible employees to the Investor selected through these negotiations in the event that the right of such eligible persons to acquire these shares free-of-charge has expired.

I. GENERAL INFORMATION

1. The Tender will be held at the Seller’s headquarters.
2. Participation in the tender is open for national and foreign entities, as well as entities acting jointly.
3. To participate in the Tender, bidders are obliged to make a bid security deposit amounting to PLN 98,475.00 (say: ninety-eight thousand fur hundred and seventy-five zloty). Payment must be made by bank transfer to the Seller’s account no. 13 1130 1017 0019 9426 2520 0007 held with Bank Gospodarstwa Krajowego S.A., branch no. 1 in Warsaw prior to expiry of the date specified in section IV(1) hereof.
4. The Seller accepts only a one-time 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, sample Share Purchase Agreement and a document titled Additional Information for Investors Participating in the Tender for Company Shares will be available to bidders at the headquarters of the Seller, room 570, between 12:00 noon and 2:00 PM, for a fee of PLN 100.00 payable to the Cashier at the Accounting and Payroll Division of the Department of Budget and Finance at the Ministry of Treasury, room 372, between 12:00 – 2:00 PM, or directly 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, beginning on the day following publication date of this Invitation till 29 July 2010. To inspect the documents, bidders are required to submit (through their authorized representatives) a Transcript from the Register of Entrepreneurs/Certificate of Entry in the Register of Business Activity or an Authorisation to Collect Documentation (if a person is not listed in the National Court Register/Certificate on Entry in the Register of Business Activity), and sign the document “Confidentiality Obligation”, and – where the bidder is a natural person – produce an ID card and sign the Confidentiality Obligation.
2. Bidders will be able to conduct due diligence on the company on a date agreed with the Seller, after submitting a request for conducting a Due Diligence by 30 July 2010.
3. Detailed terms of purchasing Company shares along with requirements concerning investment related and environmental protection commitments, commitments related to protection of the interests of employees, and other commitments, along with the methods of ensuring that these commitments are met, are specified in this Invitation, in a document titled Additional Information for Investors Participating in the Tender for Company Shares and sample Share Purchase Agreement made available to the bidders, all of which constitute an integral part hereof.
4. Only those offers will be considered which were submitted by Potential Investors who have signed Confidentiality Obligation, collected the sample Share Purchase Agreement and the documents titled Company Memorandum and Additional Information for Investors Participating in the Tender for Company Shares.

III. HOW TO PREPARE THE OFFER

1. Detailed information on requirements for bidders and the detailed terms applying to the offers for the purchase Company shares may be obtained by 6 August 2010.
   
   All queries should be made 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 is 4 August 2010.
2. The Seller reserves the right to request additional clarifications from bidders.

IV. SUBMITTING OFFERS AND TENDER PROCEDURE

1. PLACE, PROCEDURE AND DEADLINE FOR SUBMITTING OFFERS
   
   Written offers to purchase Company shares must be submitted, against confirmation of receipt, to the following address: Ministerstwo Skarbu Państwa, Departament Nadzoru Właścicielskiego i Prywatyzacji IV, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, pokój 553, in the hours between 10:00 AM and 3:00 PM. The envelopes must be sealed and marked as follows: Przetarg – Zakład Przemysłu Odzieżowego „CORA-TEX” w Krasnymstawie S.A.– nie otwierać” (Tender – Zakład Przemysłu Odzieżowego “CORA-TEX” w Krasnymstawie S.A. – do not open). Bidder identification details must be placed on the envelope.
   
   The deadline for submitting offers is 9 August 2010 at 12 noon.
2. OPENING THE ENVELOPES AND SELECTING THE WINNING BIDDER
   
   a) The envelopes will be opened on 9 august 2010, at 1:00 PM, room 26;
   
   b) The winning bidder will be determined by a committee within 30 working days following the offer submission deadline;
3. FORMAL REQUIREMENTS WHICH MUST BE MET BY THE BIDDERS FOR THEIR OFFERS TO BE SUBJECTED TO SUBSTANTIVE EVALUATION
   
   Offers must be made and submitted in accordance with the Seller’s requirements for the bidders, as set forth in this Invitation and in the Additional Information for Investors Participating in the Tender for Company Shares.
4. SUBSTANTIVE CRITERIA OF EVALUATION AND SCORING
   
   a) Offers are evaluated and scored according to section I of the Additional Information for Investors Participating in the Tender to Purchase Company Shares (Offer Evaluation Sheet).
   
   b) In the event that two or more bidders receive the same score, the winning bidder will be chosen as specified in section III of the Additional Information [...], referred to hereinabove.

V. MAXIMUM BID VALIDITY PERIOD

Submitted offers will be binding for bidders until an agreement has been signed with the highest bidder, however not longer than for 180 days from the offer submission deadline.

VI. DEADLINE FOR NOTIFYING BIDDERS OF TENDER RESULTS

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

VII. REFUND OF BID SECURITY DEPOSIT

Upon determining the winning offer, the bid security deposit paid by the winning bidder will be credited towards the purchase price for Company shares. Bid security deposits paid by the remaining bidders will be immediately returned in accordance with applicable regulations. Should the bidder decide to withdraw after expiry of the deadline for submitting offers or avoid the Share Purchase Agreement, the security deposit paid by such bidder will not be returned.

VIII. DEADLINE FOR CONCLUDING SHARE PURCHASE AGREEMENT

The Share Purchase Agreement for Company shares will be concluded with the winning bidder within 60 days from the date of notifying such 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 (UOKiK) on the absence of impediments to the intended merger of companies and/or a Decision of the Minister of Internal Affairs and Administration authorising the purchase of Company shares, the Share Purchase Agreement will be concluded within 60 days from the date of notifying the Seller in writing that the above mentioned consent(s) was/were obtained.

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

Zakład Przemysłu Odzieżowego “CORA-TEX” w Krasnymstawie S.A.
ul. Poniatowskiego 50, 22-300 Krasnystaw,
tel.: 082 576 34 81,
fax: 082 576 29 67.

The company’s core business activities include manufacture of outer clothing for men and women, including overcoats, woollen jackets, waterproof jackets, thermal insulation jackets, and, to a lesser extent, ladies clothing (ladies jackets, skirt suits and vests).

X. TERMS AND CONDITIONS REGARDING THE NUMBER OF SHARES TO BE PURCHASED AND THE MINIMUM PRICE PER SHARE

a) Number of shares

The share purchase offer should concern 975,000.00 (say: nine hundred seventy-five thousand) shares of a nominal value of PLN 10.00 (say: ten zloty) each, constituting 93.93% of the Company’s share capital.

b) Minimum price per share

The minimum price per share shall be PLN 2.02 (say: two zloty and two groszy).


The Seller shall have the right to:

a) decide not to hold the tender without specifying reasons;
b) extend the deadline for submitting offers.

Rejected will be the offers which:

a) have been submitted after the stipulated deadline;
b) do not comply with the terms specified herein.