1. Bulgaria & CEE 2014 Strong macro conditions & welcoming to foreign business

2. Real GDP Growth shows CEE recovery

3. Dependent on G7 recovery, with above-average growth Highly decoupled from G7, with in-line growth Highly dependent on G7 recovery, with in-line growth Decoupled from G7, with above average growth G7 LATAM Europe APAC Eurasia United Kingdom G7 Germany Bulgaria Russia Poland Hungary India China Romania France Bulgaria decoupled & Above Average Growth LAT AM EU

4. Trends Family Succession Blue-chip Melting pot of access & finance Many well-run family businesses entering a unique decade of expansion & succession Strong bidders & partners since 2009. Financing up to EUR 100m equity Main M&A & FDI activity 2012-2013 from multinationals. Why? - skills, finance, security & market proximity CEE sits centrally to Russia, CIS, Turkey, Middle East & Western Europe. Options for business & finance from all emerging markets Private CEE Investment groups

5. 5 In EUR billion 200720092011 CEE13680105 Emerging Asia260.7234.6315.4 Latin America128.1111.1160.9 Middle East North Africa60.356.6129.83 China61.870.791.5 India18.626.023.8 Brazil25.318.649.1 Source: CEEMEA Business Group research FDI inflows into CEE are some of the strongest

6. Which companies to partner with? Ownership structure & performance in CEE Bistrova/Lace ‘Ownership structure in CEE and its influence on stock performance’

7. Partnering with CEE firms (legal structures) Control Board seats, Business Plan & out-of-budget approvals & veto Focus on signature rights & CFO, Focus on local Articles of Association, Focus on IPR FinancingDebt structures and security Returns Preferred shares & dividend rate Liquidation preferences, IRR hurdles Exit rights of pre-emption, drag & tag All common English law terms available in CEE

8. Joint Shareholder terms Protection Anti-dilution protections (absolute and preferred conversion rates) Escrow arrangements Share registration mechanisms to prevent registration of transfers Management performance Employee v’s owner distinction Empirical performance criteria for annual bonus and enhanced shareholder return

9. The leading law firm in CEE - over 330 lawyers in 13 countries Our mission - comprehensive multidisciplinary advice to fit with the objectives of our clients Dedicated sector teams Deep industry know-how and expertise to address industry-specific legal issues Advised on the majority of Top 10 transactions in Bulgaria each year since 2008 ‘Austrian Client Service Law Firm of the Year 2011 ‘Austrian Law Firm of the Year 2008 & 2009’ ‘Eastern European Law Firm of the Year 2006’ ‘Austrian Law Firm of the Year 2003, 2006, 2007 & 2011’ ‘Czech Republic Law Firm of the Year 2007 & 2010’ ‘Hungarian Law Firm of the Year 2009’ Law Firm of the Year Eastern Europe and the Balkans 2012 Law Firm of the Year CEE 2010 Law Firm of the Year SEE & the Balkans 2009 Wolf Theiss

10. Richard Clegg, Partner WOLF THEISS Rainbow Centre 29 Atanas Dukov Street BG - Sofia 1407 T +359 2 8613 700 M +359 888 101 650 richard.clegg@wolftheiss.com Richard Clegg is a partner of Wolf Theiss and advises on a wide range of corporate and financing transactions. Previously in industry, he was the the General Counsel & Group Investment Director of Bulgaria Telecom, and the CEO of NURTS, Bulgaria’s largest television and radio broadcasting company. His recent work includes advising, amongst others, Pfizer, Johnson Matthey, Johnson Controls, H&M, Kodak, Gazprom, Lukoil, and Vestas in Bulgaria and across CEE on manufacturing & project development, corporate joint ventures and M&A, and corporate financing. Richard was educated at the Manchester Grammar School, University College London, and INSEAD. Anna Rizova is a partner of Wolf Theiss and has been involved in most major M&A and privatization transactions in Bulgaria, assisting clients throughout the whole transactional process including legal due diligence of target companies, transaction structuring, and execution. She has led many cross-border investment projects and is recognised in particular for her considerable expertise in managing multinational assignments. Anna focuses on competition & regulatory compliance issues as well as licensing and project execution. Previously the General Counsel of Kozloduy Nuclear Power & Mobikom, Anna has particular expertise in the telecom and power sectors. Anna was educated at Sofia University and speaks fluent English, Russian, French and Bulgarian. Anna Rizova, Partner WOLF THEISS Rainbow Centre 29 Atanas Dukov Street BG - Sofia 1407 Tel: + 359 2 86 13 700 Fax: +359 2 80 70 321 anna.rizova@wolftheiss.com anna.rizova@wolftheiss.com