1. Preparing for the IPO: pre and post IPO considerations: the role of advisorsCapital Raising Seminar 26 June 2008Andrei Burz Pinzaru Senior Manager 26 June 2008 Reff & Associates is the correspondent law firm of Deloitte Romania

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Preparing for the IPO Some key ingredients for a succesfull IPO IPO decision has been taken after due consideration (outside counsel recommended) Preparation for the IPO (pre IPO) Proper selection of advisors Proper planing and implementation Right timing from a market perspective Things to know before taking the decision Complex, multidisciplinary process Assessment of the stakeholders needs Benchmark of IPO versus alternatives Assessment of Companys IPO readiness Action to be taken after taking the decision Appointment of pre-IPO / IPO advisors Definition of roles and allocation of tasks Preparing and agreeing on an action plan Implementing the plan Budget management time Reff & AssociatesPreparing for the IPO: Correspondent law firm of Deloitte Romania pre and post IPO considerations 4. IPO Complex network of advisersInvestmentCompanybankerlegal Legal counselcounsel Securities Stock Exchange CommissionInvestmentBrokerCompany bankerSecurities registrarAuditor Management/ ITFinancial consultingadvisoradvisorTax advisorReff & Associates Correspondent law firm of Deloitte Romania 5. How many legal outside counsels? According to a famouse quote from one of William Shakespeares playstoo many: The first thing we do, let's kill all the lawyers Not the case in an IPO! Companys outside counsel Investment banker / brokers lawyers Reff & Associates Preparing for the IPO: Correspondent law firm of Deloitte Romaniapre and post IPO considerations 6. Companys legal outside counsel (1) What should you ask for? Change of approach: going from private to publicPre- IPO due diligence. review of corporate structure (including subsidiaries) verify title to their respective assets,examine material contracts and employment agreements, current/potential litigation identify potential legal risks which may impact the IPO propose appropriate remedial actions; assist the company in the implementation of remedial actions or identifying risks mitigants (e.g., for real estate properties title insurance policies);Preparing for the IPO: Reff & Associatespre and post IPO considerations Correspondent law firm of Deloitte Romania 7. Companys legal outside counsel (2) What should you ask for? Pre-IPO restructuring.Spinning of non-core activities,Merging of several entities,Restructuring the group of companies so as to create a holding company, etc;Liaise with Tax advisorsValue for money: due diligence and restructuring can be usefull to the company even if the IPO is not pursued. Review and update the articles of association Assist the company in the implementation of the corporate governance principles Preparing for the IPO: Reff & Associates pre and post IPO considerations Correspondent law firm of Deloitte Romania 8. Companys legal outside counsel (3) What should you ask for? Advice on share option schemes Advice to the companys directors on: responsibilities both under the prospectus corporate governance Negotiation / advice on the terms of the agreements with: the company and the investment banker / broker the Central Depository Advice on the drafting of the preliminary prospectus / admission document, with a general role in assisting the directors and other advisers, in ensuring that the document is accurate and complete Assist in drafting the shareholders/board resolutions Advice generally on the legal aspects of the flotation process and the continuing obligations of the company and the directors following the IPO / stock exchange listing Preparing for the IPO: Reff & Associates pre and post IPO considerations Correspondent law firm of Deloitte Romania 9. Investment banker/brokers legal outside counsel Review the preliminary prospectus / prospectus / admission document and supporting documentation, and any other investment communications proposed to be issued Draft and negotiate on behalf of the investment banker / broker the placing / broker / introduction agreement Liaise with Securities Commission and the Stock Exchange Preparing for the IPO: Reff & Associates pre and post IPO considerations Correspondent law firm of Deloitte Romania 10. Post IPO securities compliance Implementation of an appropriate reporting system; Some of the things to be known: Insider trading information List of insiders Reporting price sensitive information (annual, semi-annual, on- going reports) Preparing for the IPO: Reff & Associates pre and post IPO considerations Correspondent law firm of Deloitte Romania 11. Map to Market: Assessing the Funding Strategy and Possible IPO Deployment Transaction Services / Corporate FinanceValuation Advice Review of Pre-IPO Pre-IPO financial due Working Third PartyMergers & Strategic Options Fundraising diligence Capital ReportValuations AcquisitionsTax SupportTax Due DiligencePersonal TaxCorporate Tax Structuring the Analysis of proposed Structuring Structuring DisposalIPO structure of SharesAccounts & AuditTransformation 3 years of audited Accountants financial statements ReportCorporate GovernanceRisk ManagementInternal Controls Reliability and Committee Structure GoodDirector Internal Framework Integrity of Data Development Corporate EducationAudit CitizenshipFunctionFinancial Reporting ProceduresBudgeting &ManagementIT SupportSystemsForecastingReporting ImplementationHuman CapitalHiring Key ManagementDeveloping HumanRewards & Corporate Structure Capital MotivationReviewLegal SupportLegal Due DiligenceOversees ChangesAssist in Oversee PreparationAssistance in respect Assist the to Articles Corporate and Verification ofof contracts with third parties company of Association andRestructuring Directors Contracts and the Prospectusinvolved in the IPOon securities Capital Raisingcompliance 12. www.deloitte.ro www.deloitte.com/ro/legal 13. Deloitte refers to one or more of Deloitte Touche Tohmatsu, a Swiss Verein, its member firms, and their respective subsidiaries and affiliates. As a Swiss Verein (association), neither Deloitte Touche Tohmatsu nor any of its member firms has any liability for each others acts or omissions. Each of the member firms is a separate and independent legal entity operating under the names Deloitte, Deloitte & Touche, Deloitte Touche Tohmatsu, or other related names. Services are provided by the member firms or their subsidiaries or affiliates and not by Deloitte Touche Tohmatsu Verein. 2008 Deloitte Touche TohmatsuAll rights reserved.