IPO on the Warsaw StockExchange - legal aspects

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Agenda

I. DLA Piper Poland

II. Preparing for IPO

III. Offering and Listing

IV. Post-Listing requirements

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DLA Piper - Overview

Our expertise includes corporate law

corporate finance: debt financing, equitycapital markets, private equity, mergers and acquisitions, structured finance

tax

project and finance, energy

llitigation and arbitration

employment, pensions and benefits

intellectual property and technology

real estate

DLA Piper in Warsaw is managed by Krzysztof Wiater, PhD, along with 6 partners:Patryk Laskorzyński

Paweł Grzejszczak, PhD

Agnieszka Lechman - Filipiak

Michał Zieniewski

Krzysztof Kycia

Marcin Matyka

The office in Poland is an integral part of DLA Piper's global organisation, working with colleagues around the world on a daily basis to provide seamless legal advice to the world's businesses, including close cooperation with the headquarters in London. Our DLA Piper Warsaw office consist of nearly80 people, including over 40 lawyers and tax advisors.

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Capital Markets

We have experience and know-how gained by providing services for all types of entities operating on equity markets:

issuers

underwriters

investors

shareholders

Our Warsaw team provides comprehensive advisory services for entities operating on equity markets. Thanks to our broad knowledge and wealth of experience regarding domestic and international markets we can support our clients in all types of business activities.

Our team advises on all regulatory aspects of public trading. For the benefit of our clients we cultivate close relations with all institutions active on Polish capital markets.

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Capital Markets - International Reach

We advise with regard to allbusiness activities on world'sleading global and regionalcapital markets, in particualr:

Our international presence, in particular offices in Kiev, London, Warsaw, Amsterdam and partnership companies in Nicosia and Luxembourg enables us to structure and execute any transactions or other strategic plans of your companies in a seamless and financially-effective manner.

2009

Concateno plc

Takeover by scheme of arrangement

c£125 million

2009

Concateno plc

Takeover by scheme of arrangement

c£125 million

2009

Silverdell plc

Secondary issue

Acting for the issuer

2009

Silverdell plc

Secondary issue

Acting for the issuer

2009

Better Capital Limited

London (AIM) IPO

Acting for the issuer

2009

Better Capital Limited

London (AIM) IPO

Acting for the issuer

2009

Oriel Securities

Secondary issue by Novenis plc

Acting for the undewriter

2009

Oriel Securities

Secondary issue by Novenis plc

Acting for the undewriter

NY

LONDONWARSAW

VIENNAFRANKFURT

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Legal framework

Polish law Act on Public Offering Act on Trading in Financial Instruments

Polish market requirements WSE Rules - Chapters II/III NDS Rules

International EU

European Commission Regulation (EC) No. 809/2004 Recommendations of the Committee of European Securities Regulators

US Rule 903 of Regulation S under the U.S. Securities Act of 1933, as amended Rule 144A providing exemption from the provisions of section 5 of the U.S. Securities

Act of 1933, as amended

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Preparing for IPO

Stages Advisors and participants

Due diligence and reports

Corporate decisions and prospectus

Marketing & listing

Drafting and approval

of the prospectuspublication

offeringperiod

bookbuilding

pricingallocation listing

Selection

of advisors

Translation

of the prospectus

analyst presentation research

roadshow

dematerialization of shares

admission

due

diligence

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Preparing for IPO - Advisors

Issuer

Legal counsel InternationalLegal Counsel

Banks/Underwriters(incl.brokerage

house)

Legal Counsel

InternationalLegal Counsel

PR Agency

Auditor

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Preparing for IPO - Participants

Prospectus

Issuer

Legal Advisor

Financial Advisor

Auditor

BulgarianFSA PFSA

NDS+

WSE

Internat.CapitalMarket

passportnotification

due diligence andprospects drafting

Structure for Bulgarian companies

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Preparing for IPO - Due diligence and reports

Due diligence

••Macro Economy, Regulatory,

technical and otherindustry related factors

•Competitive situation and important trends• Important Agreements

• Clients• Strategy

• Products / Services• Management and Internal Controlling

• Site Visit• Pipeline projects

•

•Business Plan• Past development / Meeting of business

plans• Pensions

• Currency/Hedging• Financing

• Legal structure• By Laws

• Shareholding agreements• Important agreements

• Liability risks• Insurance

•Legal Disputes• Regulatory Issues

• Board Minutes•Environmental Risks

Purpose: preparation of Prospectus and Analyst / Research reports

Business due diligence

Legal due diligence

Financial Due Diligence

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Preparing for IPO - Corporate authorization

Corporate authorization (Bulgarian law) capital increase shareholders meeting pre emption rights

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Preparing for IPO - Prospectus

Prospectus

•

•Markets, Segments, Products, Services• Pipeline• Strategy

• Production, Marketing• R&D, Investments

• Description of financials• Important issues regarding financials

• Description of risks

•Company description, seat, etc. • Capital Structure

• Boards, Management•Subsidiaries

• Structure of the Transaction•Timing •Listing

•Shareholder

Business ActivityIssuer, Banks

MD&AIssuer, Auditor

Risk FactorsIssuer, Laywers, Banks

Corporate InformationIssuer, Laywer, Banks

TransactionBanks, Lawyers,

FinancialsAuditor, Issuer

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Preparing for IPO - Prospectus Review

Review of Prospectus Prior to filing to the relevant financial supervision authority (FSA), the Prospectus would

be drafted by Legal and Financial Advisors in cooperation with the issuer (the FinancialAdvisors are responsible for drafting the business parts of the Prospectus, the LegalAdvisors are responsible for drafting the legal parts of the Prospectus). One of theadvisors (usually the issuers financial advisor or the issuer's legal advisor) holds the"master copy" of the Prospectus

Formal review by the Bulgarian FSA to ensure compliance with the PD Regulation. FSA can be very detailed in its comments and the period from filing the Prospectus with the FSA and approval thereof may vary from a few weeks to a few months

The WSE also reviews the Prospectus, but normally provides limited or no comments

Exeption Information Memorandum: Under specified conditions, if company’s shares are

already listed on a regulated market and the company has previously approved prospectus under EU law, the company will be able to take advantage of the exemption to the obligation to go through the notification procedure before the PFSA (Single European Passport) by preparing only an information memorandum – this is used by companies that wish to list the shares on more markets, but do not want to run public offering in Poland - Should be drawn up in Polish

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Preparing for IPO - Marketing

Information Campaign For the purpose of the IPO, the issuer and their respective advisors, would

have to arrange an Information Campaign. Such an Information Campaign would play an important part in the overall marketing activities related to the Offering

Equity Story The success of the Offering is very often dependent on a well-establishment

and clear Equity Story. An Equity Story is a form of communication with the potential investor via which the issuer would show its business model as wellas future perspectives

Publicity Guidelines In order to comply with applicable securities laws, Publicity Guidelines, which

set restrictions on publicity and disclosure of information regarding the issuerand the Offering, would have to be drafted and introduced

Research Guidelines Research Guidelines set the procedures to be followed by the Financial

Advisor(s) prior to, during and after the Offering in connection with the preparation and distribution of research reports relating to the issuer

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Offering and ListingRange of the Offering

Structure of the Offering: Domestic Offering

Public Offering in Bulgaria and Poland (Single European Passport) Subsequent marketing efforts in selected other EU countries and US

Possible US law Offering Regulation S – Offering outside U.S.

Offering outside the United States pursuant to the safe harbor provisions of Regulation S, which allows the Offering being made only outside the United States to non-U.S. persons (as defined in Regulation S).

No direct selling efforts are made in US by any party involved in the Offering Rule 144A – Offering to QIBs in U.S.

Offering in the United States to the prospective purchasers that are qualified institutional buyers (“QIBs”), pursuant to the exemption provided by Rule 144A

Both Regulation S Offering and Rule 144A Offering are exemptions from SEC-Registered Offering

Regulation S Offering might benefit from less stringent disclosure requirements than Rule 144A

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Offering and Listing Depositary Agreement & admission to trading

Depositary Agreement Obligatory dematerialization of shares of the issuer on the

basis of the registration agreement with the National Depository for Securities (NDS)

Admission to trading on the WSE As a general rule, all issued shares of issuer of the same kind

must be covered by the motion for admission to trading on the WSE

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Offering and ListingUnderwriting and Stabilization

Underwriting The underwriting agreement between the Financial Advisor(s), the

issuer and/or the Selling Shareholders An underwriting agreement is not compulsory, but if the decision is

made to underwrite, an agreement must be signed prior to commencement of a subscription

Lock-up Stabilization

BankIssuer

Major Shareholder

Underwriting agreement

Lock up

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Post-Listing Continuing Obligations Relevant for Public Companies

Reporting obligations In the case of an issuer whose securities are admitted to trading

on a regulated market, for whom Poland is the host state, the scope of inside, ongoing and periodic information and the deadlines of their submission shall be specified by legislation in force of the home state

Governing law (Bugarian)

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Thank you

PATRYK LASKORZYŃSKIpartner, legal adviser

T +48 22 540 74 56E patryk.laskorzynski@dlapiper.com

MICHAŁ PAWŁOWSKIassociate

T +48 22 540 74 34E michal.pawlowski@dlapiper.com