1. The purpose of this Public Invitation to Tender is to invite tenders in the procedure of sale of shares of the company SIJ – Slovenska industrija jekla, d.d., Gerbičeva 98, Ljubljana, hereinafter referred to as the Company. The Seller holds 80.35% of the shares of SIJ – Slovenska industrija jekla, d.d., Gerbičeva 98, Ljubljana. The shares to be sold account for 55.35% of all the shares making up the Company`s equity and comprise 550,511 ordinary registered shares of the Company issued in a non-materialized form in the nominal amount of SIT 35,000.00 SIT per share. The aforesaid shares are owned by the Seller exclusively and without restrictions. The shares will be sold in a package. 2. The company SIJ – Slovenska industrija jekla d.d., Gerbičeva 98, Ljubljana is a holding company and as such controls, through a uniform control and management system, its subsidiary companies Acroni, d.o.o., Metal Ravne d.o.o., Noži Ravne d.o.o., Elektrode Jesenice d.o.o., SUZ d.o.o., ZIP center d.o.o., Železarna Jesenice d.o.o., Žična Celja d.o.o. and SŽ Stroji in tehnološka oprema d.o.o. – in liquidation, that are engaged in the production and processing of different types of steel in the Republic of Slovenia. 3. Tenderers shall draw up and submit their binding tenders in conformity with the Information Memorandum available against payment and to be collected in person at the head offices of SIJ – Slovenska industrija jekla, d.d., Gerbičeva 98, Ljubljana. The Information Memorandum can be collected by tenderers upon presentation of a Power of Attorney signed by the tenderer on whose behalf the Information Memorandum will be collected, or of a certificate of identity of the person collecting the Information Memorandum, and of a receipt against payment of a non-reimbursable fee for the Information Memorandum in the amount of EUR 10,000.00, payable in a foreign currency to the foreign currency account IBAN SI56029230011615017, or in Slovenian tolars converted at the average euro rate of exchange of the Bank of Slovenia on the day of payment to the Slovenian tolar account No. 02923 – 0011615017. When collecting the Information Memorandum, the tenderer shall also sign the related Confidentiality Agreement. 4. A binding tender for purchase of the shares to be sold in conformity with this Invitation to Tender shall be drawn up in conformity with requirements of the Information Memorandum and shall comprise at least the following elements: – the tenderer’s Indicative Business Plan for the Company whose shares are to be sold in conformity with this Invitation to Tender for a term of at least the three following financial years, specifying in detail also the tenderer’s projections for the future operations of the Company`s two largest subsidiaries Acroni d.o.o. and Metal Ravne d.o.o., – the purchase price offered by the tenderer for the Company to be sold in conformity with this Invitation to Tender, – the terms of payment of the purchase price offered as well as the securities offered for payment of the purchase price, – a specification of all the tenderer`s circumstances and guarantees relating to the criteria specified in Par. 7 of this Invitation to Tender unless they have been included in the Indicative Business Plan itself. Tenderers shall also submit all the documents or other evidence in the form and contents required in the Information Memorandum. 5. Tenderers shall also submit an original irrevocable bank guarantee of a first rate bank for a sum of 5 million EUR payable upon first request that shall be effective until 20th February 2007 with the possibility of extension. 6. The closing date for submission of a binding tender drawn up in conformity with this Invitation to Tender and the Information Memorandum is 20th November 2006. Any tenders received, or delivered, at the address SIJ – Slovenska industrija jekla, d.d., Gerbičeva 98, 1000 Ljubljana, Republic of Slovenia, by 12 am local time on the last day of the term for submission of binding tenders shall be regarded as having been submitted in time. Tenders in Slovene, or English, shall be submitted in the original, in two copies and with all the required attachments, and shall be delivered in a sealed envelope marked »Public invitation to tender – SIJ–Slovenska industrija jekla, d.d. – Not to be opened«. Tenderers shall also submit a summary of the tender comprising all the essential elements of the tender. The summary shall be submitted on the separate form enclosed with the Information Memorandum and drawn up in the Slovene language only. The Seller, or the Committee, shall at any stage have the right to extend the time limit for submission of tenders. The new time limit will be published in the same way as this Invitation to Tender. 7. The basic criteria by which the Seller, or the Committee, shall assess the submitted tenders shall be: – expansion of the market, – maintenance of the business functions of the Company and of the scope of the Company`s production, – the tenderer`s financial soundness, – the tenderer’s willingness to undertake additional investments, – the purchase price, – contents of the Business Plan, – the guarantees given to maintain the jobs or increase the number of employees by creating new jobs, – the capability of undertaking a wider responsibility towards the socio-economic environment in the Republic of Slovenia. The aforesaid criteria are not listed in order of the significance of, or of the priority given to, particular criteria. 8. During the procedure of sale, the Seller, or the Committee, shall at any stage have the right to ask all the tenderers, or the short-listed tenderers whose tenders have been assessed as acceptable, to complete their tenders with regard to particular elements, or documents. In order to achieve the best possible terms of sale, or to make the terms of sale more precise, the Seller, or the Committee, shall at any stage also have the right to decide to carry out negotiations with all the tenderers, or with some of the tenderers only. The Seller, or the Committee, shall at any stage have the right to suspend the procedure, or negotiations, or to terminate the sale procedure without any indemnification, reimbursement of costs, or compensation to the tenderers and without giving reasons for its decision. 9. The Seller shall have no obligation to enter into a contract with any tenderer. 10. Regardless of any provisions of the contract with the successful tenderer concerning the effectiveness of the contract, any such contract shall come into effect only after the Government of the Republic of Slovenia has given its consent thereto; any contract to which the Government of the Republic of Slovenia fails to give its consent to shall be considered to have no legal effect and shall not be binding upon any of the parties thereto. 11. Any requests for additional information about this Invitation to Tender, the Information Memorandum, the sale procedure, the sale itself, the Company to be sold, or a visit to the Company and its subsidiaries shall be addressed to the contact person, i.e. Mrs. Suzana Mokotar, SIJ – Slovenska industrija jekla, d.d., Gerbičeva 98, SI-1000 Ljubljana, Republic of Slovenia, Phone: +386/1/242-98-00, +386/1/242-98-32, fax: +386/1/242-98-55, e-mail: suzana.mokotar@sij.si.