1. The subject of Sale is 2.020.557 shares of the company TDR-Metalurgija, družba za proizvodnjo karbida in ferolegur d.d., Tovarniška cesta 51, Ruše (hereinafter referred to as: TDR – Metalurgija d.d. or The Company), which represent 90,78% of all issued shares of the Company. Shares are ordinary registered shares with the nominal value of SIT 1.000,00 SIT each. From total number of shares which are the subject of sale, 1.656.920 of shares are owned by the company HSE, d.o.o., Koprska 92, Ljubljana; 186.247 shares are owned by the company TDR d.o.o. – in liquidation, Tovarniška cesta 51, Ruše; 174.348 shares are owned by the company Holding Slovenske železnice d.o.o., Kolodvorska 11, Ljubljana; 3.042 shares are owned by Kapitalska družba pokojninskega in invalidskega zavarovanja, d.d., Dunajska 119, Ljubljana. 2. TDR – Metalurgija, d.d. is the producer of calcium carbide, ferrosilicon, calcium-silicon and complex alloys, with the registered office in Ruše, Slovenia. TDR – Metalurgija, d.d. in the year 2005 had revenues from the sale of 7.798 million SIT (32,4 mio EUR) and employed on December 15, 2005 329 employees. 3. The bid for the purchase of the shares of the company TDR – Metalurgija, d.d. should include the following elements: – the bid price for the purchase of 2.020.557 shares of the Company (purchase price); – the method and date of payment of the purchase price; in case of the deferred payment of the purchase price, security for the payment of the purchase price is required with unconditional bank guarantee on first call from a first-class bank; – 5 year business plan, which shall assure the improved efficiency and competitiveness of the Company and shall also include: – further development of appropriate production programme; – expansion of the production programme with products of higher value added; – investment plan with time schedule and the sources of finance; – an expansion of the market of the Company; – retention of the majority of jobs; – planned supply of electrical energy (price and other conditions); – environment protection. 4. The bidder should add to the bid offer the following: a) extract from the court register or other evidence, which verifies the registration of the bidder – legal entity at the competent court or other competent body of the state, wherein the bidder has its registered seat; b) the bidder’s business and financial credit rating report; the bidders – legal entities are obliged to add to the bid offer the balance sheet and profit and loss account for the last three business years and the audit report for the last three business years, provided the company is required to have an audit of the annual financial statements in accordance with the regulations of the State (in which the bidder has its registered office) or in case it is at its disposal; c) declaration whether the bidder is bidding in its own name and for its own account and/or in the framework of the group of companies or consortium; in case the bidder is bidding in the framework of the group of companies or consortium, the bidder(s) has (have) reveal this adequately; d) evidence that the security deposit has been paid. 5. HSE d.o.o. shall, upon the signing of a Confidentiality Statement and the previous payment of a non-refundable fee in the amount of SIT 100.000,00 on the transaction account of Holding Slovenske elektrarne, d.o.o. No. 04302-0000317271, opened with Nova Kreditna banka Maribor d.d. (for remittance from abroad – SWIFT: KBMASI2X, IBAN: SI56 043020000317271) give to the bidders interested in the purchase of shares of the company TDR – Metalurgija, d.d. the Information Memorandum of the Company. At the time of signing of the Confidentiality Statement the person signing the Statement should present an original authorisation letter from the person interested in receiving the Information Memorandum (which gives that person the authority to sign such statement). At the same time also an original extract of the person, interested in receiving the Information Memorandum, from the court or other similar register with translation into Slovene language, if it is not issued in Slovene language, not older then 30 days, should be submitted to HSE d.o.o. Interested parties that qualify to receive the Information Memorandum shall be furnished with additional information about the Company to assist in drafting a bid offer and may be able to visit the Company and meet with the management of the Company. 6. The deadline for submission of bids is March 15, 2006 at 12.00 p.m. (local time). The bids will be considered on-time, if they arrive to Holding Slovenske elektrarne, d.o.o., Koprska 92, 1000 Ljubljana, Slovenia, by 12.00 p.m. (local time) on March 15, 2006 at the latest, in two original issues in a sealed envelope with the reference: »The bid for purchase of shares in the company TDR – Metalurgija, d.d. – do not open« on the envelope. The bid may be in the Slovene or English language. The Commission reserves the right to extend the deadline for submission of bids at any time. 7. To substantiate the seriousness of their bid the bidders are obliged to pay by the deadline for submitting the bids a security deposit in the amount of 20.000.000,00 SIT on the transaction account of Holding Slovenske elektrarne, d.o.o. No. 04302-0000317271, opened with Nova Kreditna banka Maribor d.d. (for remittance from abroad – SWIFT: KBMASI2X, IBAN: SI56 043020000317271). The security deposit paid by the bidder selected as the most appropriate shall be part of the purchase price, security deposits paid by other bidders shall be returned to them after final selection of the most appropriate bidder (in the nominal value). 8. The basic criteria for the evaluation of the bids are the following: – the amount of purchase price for purchasing the Company’s shares; – the method and date of payment of the purchase price; – an investment plan and the sources of finance; – the retention of the majority of jobs; – an expansion of the sales markets of the Company; – a preservation or an increase of the production; – planned supply of electrical energy (price and other conditions); – the creditworthiness of the bidder. The above sequence of the criteria for the evaluation of bids does not necessary represent the measure of importance of each criterion. 9. At any stage of the selling process the Commission reserves the right to ask all of the bidders or just some of them, to further elaborate their offer and/or to negotiate. The Commission may not be held liable for stopping the negotiations with an individual bidder or with all of bidders and is not obliged to give reasons for doing so. 10. The sellers are under no obligation to enter into a sale contract with the bidder offering the best conditions or with any bidder. The Government of the Republic of Slovenia may upon the proposal of the Commission stop sale process at any time, even after it is initiated. 11. Irrespective of the provisions of the sale contract with the selected bidder such a contract will not come in force unless the Government of the Republic of Slovenia agrees with the terms of the contract. In other words, should the Government reject the contract it will become obsolete. Interested bidders may obtain additional information with respect to the sales procedure and the Information Memorandum from the Ministry of the Economy, Dunajska 48, 1000 Ljubljana from 10.00 am to 13.00 pm with Ms. Jasna Kalšek, phone: +386/1/478-73-19, fax: +386/1/478-71-82 and with Mr. Slavko Štepec, Attorney at Law, Dunajska 160, 1000 Ljubljana, phone: +386/1/58-94-802, fax: +386/1/56-87-107.