1. © 2015 Asociatia Administratorilor IndependentiAsociatia Administratorilor Independenti

2. © 2015 Asociatia Administratorilor IndependentiAsociatia Administratorilor Independenti Independent Directors Association is established for Shareholders and Boards of Directors from Romanian private companies. 2 “To see far is one thing, going there is another.” Constantin Brancusi

3. © 2015 Asociatia Administratorilor IndependentiAsociatia Administratorilor Independenti 3 INCREASE OF COMPANY VALUE Expertise and objective of the members of the Association :.

4. © 2015 Asociatia Administratorilor IndependentiAsociatia Administratorilor Independenti 4 We increase company value Through our expertise Through becoming responsible, for medium and long term, along with the company, as: Independent Director or Director Through aligning us with the interests of the shareholders and of the company

5. © 2015 Asociatia Administratorilor IndependentiAsociatia Administratorilor Independenti 55 Aligning interests in the company Decreasing cost of capital increases Revising strategy  Corporate Governance  Reducing dilution of shareholders  “Leadership” - “top & middle management”  Increase sales and profitability We increase company value

6. © 2015 Asociatia Administratorilor IndependentiAsociatia Administratorilor Independenti 66 Valuation of company together with Board of Directors and Top Management  Key factors for valuation are re-analyzed and re-validated Facilitating and guiding shareholders in moving towards the next step:  Chairman of the Board vs. CEO/General Manager Bringing focused expertise through network (members and non-members)  Romanian and foreign experts, from Romania and abroad We increase company value

7. © 2015 Asociatia Administratorilor IndependentiAsociatia Administratorilor Independenti 77 We align interests Aligning interests from the company though instruments oferred by Corporate Governance Corporate Governance is a practical and efficient tool for aligning interests of:  Shareholders  Members of Board of Directors  Top Management  Employees

8. © 2015 Asociatia Administratorilor IndependentiAsociatia Administratorilor Independenti 88 Corporate Governance Corporate Governance “Corporate governance involves a set of relationships between a company’s management, its board, its shareholders and other stakeholders. Corporate governance also provides the structure through which the objectives of the company are set, and the means of attaining those objectives and monitoring performance are determined. Good corporate governance should provide the proper incentives to pursue objectives that are in the interest of the company and shareholders and should facilitate effective monitoring, thereby encouraging firms to use resources effectively.” Source: “Corporate Governance in Romania-2001”, OECD

9. © 2015 Asociatia Administratorilor IndependentiAsociatia Administratorilor Independenti 99 We decrease the cost of raising new capital We decrease the cost of raising new capital Identifying the best moment for attracting new capital in order to maximize company value Identifying the most appropriate shareholders for the stage of development of the company:  “Private” shareholders (non-listing/non-trading to the Stock Exchange) Investment Funds – private equity Strategic Companies  “Public” shareholders (listing/trading to the Stock Exchange) Institutional investors Individual investors Reducing financing costs

10. © 2015 Asociatia Administratorilor IndependentiAsociatia Administratorilor Independenti 10 We decrease the cost of raising new capital Survey 2010 - 29 fund managers investing in emerging markets: 100% of fund managers: “The investment fund I manage will pay a bigger premium for corporate governance when buying a company, in emerging markets vs. developed countries” 41% of fund managers: “The investment fund I manage considers the corporate governance an essential condition for deciding if we invest in a company in emerging markets and for valuating the premium which we will pay for such a company” Source: Bucharest Stock Exchange (BSE), IGC Group BVB, EBRD Workshop “BSE corporate governance code”, October 2015

11. © 2015 Asociatia Administratorilor IndependentiAsociatia Administratorilor Independenti 11 Scadem costul maririlor de capital Survey 2010 - 29 fund managers investing in emerging markets: 55% of fund managers: “The investment fund I run will pay a premium of at least 10% for good corporate governance for the companies acquired in emerging markets” 38% of fund managers: “The investment fund I run will pay a premium of a t least 20% for good corporate governance for companies acquired in emerging markets” Source: Bucharest Stock Exchange (BSE), IGC Group BVB, EBRD Workshop “BSE corporate governance code”, October 2015

12. © 2015 Asociatia Administratorilor IndependentiAsociatia Administratorilor Independenti 12

13. © 2015 Asociatia Administratorilor IndependentiAsociatia Administratorilor Independenti 13 We understand the current strategy Analyzing the last 2 annual budgets (2014 and 2015):  Realized vs. Planned We agree with the company the factors determining positive or negative deviations We analyze the budget correlations Current strategy for 2016 – 2019 (“As Is”):  Understanding the existing strategy  Analizing the need for attracting new investors  Calculation of current company value

14. © 2015 Asociatia Administratorilor IndependentiAsociatia Administratorilor Independenti 14 We revise the strategy 2016-2019 (“To Be”) Propozing ways to increase sales, to organizational improvements Identifying actions for increasing leadership Analyzing in detail the opportunities of the company and making the decision for their implementation Analyzing in detail the problems and finding solutions Writing the strategic plan and making the detailed financial projects Making the valuation of the company Implementation of the revised strategic plan

15. © 2015 Asociatia Administratorilor IndependentiAsociatia Administratorilor Independenti 15 Chairman vs. General Manager

16. © 2015 Asociatia Administratorilor IndependentiAsociatia Administratorilor Independenti 16 We facilitate the transition … from General Manager to Chairman of the Board of Directors. We believe the shareholders have the following main objectives: Leadership VisionStrategy Business Development Warren Buffet is shareholder in more than 45 companies without being general manager.

17. © 2015 Asociatia Administratorilor IndependentiAsociatia Administratorilor Independenti 17 We work with synergy Contributing to the efficiency of the team Shareholders– Board of Directors–Management Accelerating implementation of the strategy and budgets Doing “on the job” mentoring & training, executive coaching

18. © 2015 Asociatia Administratorilor IndependentiAsociatia Administratorilor Independenti 18 We contribute through networking Through our network of professionals, if it is needed, we bring to the company: - Romanian and foreign experts - From Romania and abroad - Members and non-members of the Association - Additional expertise, in addition to what we are offering as independent directors/directors – for specific needs. Ex. Increasing sales in Central and South East Europe - FMCG

19. © 2015 Asociatia Administratorilor IndependentiAsociatia Administratorilor Independenti 19 How we work? Months 1- 3  We understand: Company activity Budgets 2014 & 2015 Current strategy  We make company valuation At the end of month 3 of cooperation we propose:  Objectives of cooperation  Calendar of cooperation  Financial terms of cooperation Fiixed and variable remuneration, correlated with the increase of company value

20. © 2015 Asociatia Administratorilor IndependentiAsociatia Administratorilor Independenti 20 www.administratorindependent.ro office@administratorindependent.ro