1. How Can We Assist Your Business in Belarus Vilius Bernatonis Partner 20 May 2010

2. Economic overview: GDP change and estimates Source: IMF 200820092010201120122013 Lithuania 2.761-14.961-1.6473.2303.1372.759 Latvia -4.551-18.016-3.9522.7363.7523.899 Belarus 10.0240.2002.4094.5975.2996.140 Poland 5.0041.7032.7463.2393.9133.979 Russia 5.616-7.9004.0003.2873.7004.087 Sweden 1.248-4.9731.2101.7481.9991.841 Germany -0.155-4.3971.2302.5003.0003.500

3. Economic overview 20082009 Lithuania2526 Latvia3027 Belarus8258 Poland72 Russia118120 Sweden1718 Germany2725 Ease of Doing Business Index 1 - most friendly regulation Source: World Bank 200420082009 Lithuania26 Latvia16 Belarus79316 Poland31 32 Russia3930 Sweden15 Germany4518 Time required to start business (days)

4. Why SPP? Experience in Privatisation We have been actively involved in major privatisation deals in Lithuania, including: Lithuanian Airlines (AB Lietuvos avialinijos) Lithuanian Shipping Company (AB Lietuvos jūrų laivininkystė) The largest Lithuanian banks (AB Lietuvos taupomasis bankas, AB Lietuvos žemės ūkio bankas) Lithuanian Telecom (AB Lietuvos telekomas) State Confectionery Factory in Kaunas State Tobacco Factory in Klaipėda

5. Why SPP? Experience in assisting foreign investors We were actively involved in major foreign investment deals in Lithuania, including: PKN Orlen on acquisition of Ventus-Nafta KB Components on Kaunas Free Economic Zone Mars/Masterfoods, in connection with the construction of its modern pet food factory in Gargždai foreign investor on construction of a modern biotechnology plant in Vilnius

6. Why SPP? Experience outside of Lithuania We counselled clients on investment outside Lithuania, including: privatisation of Tvornica Lakih Metala d.d. (Sibenik, Croatia) acquisition of aluminium factory Aluminij d.d. (Mostar, Bosnia and Herzegovina) privatisation of BIRAČ ZDP Zvornik (Serbia, Bosnia and Herzegovina) Northway Holdings Ltd., a UK based holding company, on matters pertaining to its investments in China

7. Why SPP? Presence in Belarus We are regularly advising clients on investment in Belarus: Strategic partner of SPP in Belarus is the leading Belarus law firm Vlasova Mikhel & Partners We actively take part in current economic events in Belarus: SPP is one of the founders of the Business Council of Economic and Trade Cooperation between Lithuania and Belarus We regularly counsel clients on investment in Belarus

8. Strategic cooperation with Vlasova Mikhel & Partners – the leading Belarus law firm Vlasova Mikhel & Partners is the oldest commercial law firm in the country Sharing knowledge and expertise with Vlasova Mikhel & Partners, e.g. joint seminars on finance law matters, LDD, privatisation, negotiations Interpersonal integration – active participation in TLS Alliance joint meetings and social events

9. Practical value added (example of a hypothetical transaction) 1. Carrying out the legal due diligence: value carriers anticipated risk areas red flag reports ways to resolve the identified problems tight timeline and cost efficiency 2. Structuring the transaction: early discussions of the acquisition process and transaction structure

10. Practical value added (example of a hypothetical transaction) (contd.) 3. Assisting with drafting transaction documentation: the expression of interest letters non-binding and binding bids SPA and other sales process documentation 4. Advising on acquisition financing in leverage buy-outs, debt push-down mechanisms, capitalization rules, negotiations with the banks, mezzanine and other financial sponsors, as well as related issues.

11. Thank you!