Additional Services to Investors Alternative market

Speaker Giedrius BaceviciusTitle OMX VSE Market Surveillance June 2007

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Lithuanian capital market development

• 1991 – mass privatization of the state owned property commenced

• 1992 September – Government resolution regarding the establishment of the Securities Commission and the Stock Exchange

• 1993 September – the first trading session of the VSE was held

• 1994 August – Government securities were issued and introduced to trading

• 1996 February – the first Law on Public Trading in Securities was passed

• 1996 December – daily trading in shares started

• 1997 April – the Official List was launched

• 1998 April – continuous trading in shares was launched

• Since 1998 – public company

• 2004 May – VSE became part of OMX group

• 2005 May – SAXESS trading system launch in Vilnius

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Copenhagen

Stockholm Helsinki

Tallinn

Riga

Vilnius

Reykjavik

• Privatization deal signed in May 2004, tender offer in July

• OMX owns 93% of VSE and 40% of CSDL shares

• New name – Vilnius Stock Exchange

OMX Exchanges

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Joint Baltic market

• Joint securities lists

• Common trading platform SAXESS

• Cross-membership and cross-border trading

• Harmonized regulatory framework and practices- trading, listing and information disclosure rules and regulations

• One market information source:

– Common indexes

– Joint Baltic market web site

– Joint market data to vendors

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The Baltic Market

Tallinn

Riga

Vilnius

• Market value 15.1 EUR billion*

• Turnover/business day 13.6 EUR million

• Trades/business day 2 026

• 103 listed companies

39 trading members

* All information as of January 31, 2007

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General information about Baltic Alternative market First North Baltic

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Regulatory framework in Europe – two definitions of marketplaces

Regulated market

• Operated by a market operator

• EU directives applicable

– Prospect directive

– Transparency directive

– Market abuse directive

– Etc.

MTF* market

• Operated by a market operator or financial institution

• No EU requirements for traded companies

*Multilateral trading facility

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Reasons

• Reasons behind the establishment

– Willingness to provide offering to growing small and medium sized companies

– Indications about interest from potential participants

– MiFID related changes in legal environment

– Additional source of capital paired with relatively light regulatory touch

– Additional exit option for existing shareholders

– Increased exposure and additional PR along with the status of public company

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Comparison with Baltic regulated market

• Main differences of First North Baltic and Baltic Main list:

– Legal status – regulated vs. MTF:– Application of EU directives

– Role of the exchange and FSA

– No quantitative admission requirements– EUR 4 million market cap

– Operational history

– Minimum free float

– More relaxed information disclosure requirements:– Languages

– Quarterly reports (3 & 9 month)

– IFRS

– Corporate governance report

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Trading and clearing & settlement on Baltic alternative market First North

• Initially FNB will be market for shares only

– Admission of bonds or other securities possible in future in case of demand

• Trading will take place exactly as it is currently on regulated market:

– SAXESS trading system

– The same market microstructure

– All current trading members have access

• Clearing and settlement also takes place in the same way as on regulated market

• It will be as easy for investors to invest on First North Baltic as it is currently on regulated market

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Certified Adviser eligibility

• Role of Certified advisers

• Adequate number of employees:– At least two

– Employees must be approved as Certified advisers

• Employee experience:– At least two years experience in matters such as consultancy services regarding

companies’ capital structure, strategy, acquisitions and sale of companies or related consultancy service

– Must attend a seminar provided by the exchange regarding FNB rules and requirements

• Internal trading rules – Persons in the Certified adviser role shall not be allowed to trade with the shares of the

issuer to whom they provide consultancy

• Application procedure– Certified adviser has to fill the application form and sign the agreement with the

exchange

• Certified adviser or related persons cannot hold more than 10% of share capital in issuers to which the Certified adviser provides advise

• The Certified adviser or anyone representing the Certified adviser may not hold the position in management or supervisory board of the Issuers to which the Certified adviser provides advise

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Certified Adviser obligations towards the Issuer

• Assist in application proceedings and preparation of application documentation:

– Preparation of company description/prospectus

– Admission application and agreement

• Ensure the confidentiality of information received while acting as Certified adviser

• Follow the amendments in the rules and other regulatory requirements and inform the issuer about the amendments

• Advise, support and update the issuer on its obligations on First North Baltic on regular basis

• Monitor that the issuer, upon admission and thereafter, complies with First North Baltic admission requirements

• Monitor the issuer’s compliance with First North Baltic disclosure requirements

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Certified Adviser obligations towards Exchange

• Provide exchange with all information required by the exchange• Contact the exchange immediately if the issuer is in violation of the

rules• Have at least one designated employee available during the trading

hours to answer any queries from the exchange or the market• Notify the exchange of any change that affects Certified adviser’s

ability to perform its functions• Certified adviser is NOT responsible for content of information

disclosed by the issuer unless Certified adviser is informed that information is not appropriate