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Finance your Future. Made in Germany. Listing at Deutsche Börse

Finance your Future. Made in Germany. Listing at Deutsche Börse

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Page 1: Finance your Future. Made in Germany. Listing at Deutsche Börse

Finance your Future. Made in Germany.

Listing at Deutsche Börse

Page 2: Finance your Future. Made in Germany. Listing at Deutsche Börse

2

Agenda

Deutsche Börse at a Glance Germany – Ukraine: Strong Relations Why list at Deutsche Börse? IPO Process Corporate Bonds as an Alternative Financing Way

Finance your Future. Made in Germany.

Page 3: Finance your Future. Made in Germany. Listing at Deutsche Börse

3

The world‘s largest Stock Exchange Organization

Deutsche Börse at a glance

722 2,166

426 1,854

466 1,124

202 730

478 702

Finance your Future. Made in Germany.

Settlement CustodyClearingListing

ClearstreamEurex

ClearingEurexXETRA

Market Data & Analytics

Trading

Fully integrated business model

Sales revenue and net income (EBIT) 2010 (mEUR) Facts: Deutsche Börse AG

Market Capitalization EUR > 10 billion and highest profitability

Fully integrated business model: Listing, Trading, Clearing, Settlement, Custody

Issuers from over 70 countries

Powerful and best-in-class trading system XETRA

Global network

Page 4: Finance your Future. Made in Germany. Listing at Deutsche Börse

4

Facts and Figures 2010

2010 2009Change in

%

Sales revenue € m 2,106.3 2,061.7 2

Earning before interest and tax (EBIT) € m 637.8 527.8 17

Cash flow from operating activities € m 943.9 801.5 18

Xetra

Number of transactions m 189.4 167.3 13

Trading volume (single counted) € bn 61.4 60.0 2

Eurex

Number of contracts m 2,642.1 2,647.4 0

Clearstream

Value of securities deposited (annual average) € bn 10,897 10,346 6

Number of transactions m 116.4 102 16

Source: Deutsche Börse AG: Annual Report 2010, March 2011

Deutsche Börse at a glance Finance your Future. Made in Germany.

Page 5: Finance your Future. Made in Germany. Listing at Deutsche Börse

5

All European financial centers are linked to Deutsche Börse

Over 247 admitted international trading institutions (114 in Germany, 133 in foreign countries) – more than 4,600 tradersin 18 countries interlinked via XETRA platform

Direct access to investors representing 35% of the global institutional capital

Main institutional investors with Ukrainian investments are active on Deutsche Börse

Comgest SA DWS Investment ING Investment Management Aviva Investors Allianz Global Investors JPMorgan Asset Management Capital Research Global Investors Union Investment Privatfonds Deka Investment Mackenzie Cundill Investment

Pooling Liquidity at the Heart of Europe

Deutsche Börse at a glance Finance your Future. Made in Germany.

Companies have direct access to the widest pool of investors

Spain Italy

Luxembourg

Ireland UK

Sweden

Greece

Netherlands Germany 114

Hungary

France

Belgium

Gibraltar

Switzerland

Czech Republic Austria

Cyprus UAE

Source: FactSet, August 2011

Page 6: Finance your Future. Made in Germany. Listing at Deutsche Börse

Investor Nationality in Resent German IPOs

Strong Presence of UK and US Investors

RoW

21%

UK

52%

US

23%

Local

4%

4,4 Bn. € 3x с Oversubscribed

UK

48%

US

23%

Local

2%

RoW

27%

759 Mio. €2x Oversubscribed

912 Mio. €2x Oversubscribed

UK

54%

Germany

24%

US 13%

RoW 9%UK

26%

Local

16%

US

27%

RoW

31%

1,2 Bn. €19x Oversubscribed

Access to High Profile German and International Investors

Top 10 Investors

371 Mio. €3x Oversubscribed

US

34%

UK

34%

Local

9%

RoW

23%

Key German Investors Top 10 Largest International Investors in Germany

Equity AuM ($ MM)

Investor Name Global Germany Inv. Style Country

DWS Investment 75.8 24.8 GARP Germany

Allianz Global Investors 54.8 20.8 GARP Germany

Union Investment Group 42.0 14.7 Core Growth Germany

Deka Investment 26.6 11.1 Core Growth Germany

LBB-Invest 9.8 6.6 Core Growth Germany

HSBC Global Asset Mgmt Deutschland 6.5 4.9 Core Value Germany

Frankfurt-Trust Investment 6.6 3.5 Core Growth Germany

Universal-Investment-Gesellschaft 12.5 3.3 Core Growth Germany

Pioneer Investments 6.6 3.0 Core Growth Germany

Deutsche Asset Mgmt Investmentges. 9.6 2.7 Core Growth Germany

Equity AuM ($ MM)

Investor Name Global Germany Inv. Style Country

Norges Bank Investment Mgmt (NBIM) 317.6 18.7 Core Value Norway

Fidelity Management & Research 615.1 8.5 GARP US

Capital Research Global Investors 369.7 7.7 Core Value US

Fidelity International 116.8 7.6 Core Growth England

Natixis Asset Management 62.2 5.1 Core Value France

Capital World Investors 410.6 4.8 Core Value US

MFS Investment Management 140.5 3.9 Core Growth US

BlackRock Investment Mgmt (UK) 163.3 3.9 Growth England

Amundi Asset Management 67.9 3.5 GARP France

Dodge & Cox 124.3 3.4 Deep Value US

Strong Presence of International Investors in Germany

Source: Morgan Stanley, May 2011 6

Finance your Future. Made in Germany.Deutsche Börse at a glance

Page 7: Finance your Future. Made in Germany. Listing at Deutsche Börse

7

Germany – a powerful catalyst for your businessin the center of Europe

Europe's largest economy with the largest consumer market facilitates a position within EU sales markets

No. 2 Export nation worldwide Strategic and large M&A potential to acquire

technology and new customers/market shares Creation of Euro acquisition currency for strategic

M&A Activities Close connection to German and European

customers and Technology – Made in Germany

Finance your Future. Made in Germany.

GDP Growth 2010in percent

Population 2010in million

Your Access to Euro Region and Stable German Economy

Deutsche Börse at a glance

Page 8: Finance your Future. Made in Germany. Listing at Deutsche Börse

Germany – Ukraine: Strong Relations

Page 9: Finance your Future. Made in Germany. Listing at Deutsche Börse

9

Germany is one of the most important trade and investment partners of Ukraine;

Ukrainian export volume to Germany is still quite low

German direct investments: about $ 7 billion (only Cyprus invest more)

Trading volume between Germany and Ukraine in 2010 – more than € 6 billion

The main Ukrainian export goods to Germany are textiles and clothing, metals / alloys, iron and chemical products, vehicles

German companies in Ukraine: ca. 250 German business representatives, ca. 620 German firms and Joint-Ventures, ca. 330 subsidiaries

All in all more than 1.200 Ukrainian companies with German equity (capital participation)

The most important sectors for investment: retail, finance

and banking, construction, logistics and automotive industry

German-Ukrainian Economic Relations

Finance your Future. Made in Germany.

Source: Federal Foreign Office, August 2011

Germany – Ukraine: Strong Relations

Page 10: Finance your Future. Made in Germany. Listing at Deutsche Börse

10

Economy

Areas with huge investment needs

Expected economic growth Looking for new distribution channels Free-trade agreement with the EU is expected to be

signed in 2011 European football championship 2012 evolves

economy

Agricultural production and agricultural infrastructure Retail Banking sector

Germany – Ukraine: Strong Relations Finance your Future. Made in Germany.

Growing opportunities for international investors in Ukraine

Investment Climate in Ukraine

Current Situation: Credits become more expensive and difficult to get but companies are looking for capital

Page 11: Finance your Future. Made in Germany. Listing at Deutsche Börse

11

National exchanges: PFTS and UX

- currently used as a source of capital raising only by few companies

not well-established for Ukrainian companies to raise capital

London stock exchange:

- in the past was mostly used by blue chips

- separated Russia & CIS-Segment (IOB)

only for Ukrainian bluechips, otherwise companies get lost in Russian and Ukrainian bluechip-universe

Warsaw stock exchange:

- since few years an attractive place for small and mid-sized Ukrainian companies

- Ukraine as a second country focus

How long will the liquidity of Polish pension funds sustain?

Strong focusing on pension funds as the biggest group of investors

Opportunities for Investors in Ukrainian Companies Stock exchanges

Finance your Future. Made in Germany.Germany – Ukraine: Strong Relations

Are there any Ukrainian companies at Deutsche Börse?

Page 12: Finance your Future. Made in Germany. Listing at Deutsche Börse

12

Finance your Future. Made in Germany.

All Ukrainian companies on Deutsche Börse are only introduced and traded in First Quotation Board (Open Market) – the segment with the minimal transparency requirements and no ongoing requirements => means easy and quick access for companies but not a really beneficial position for getting relevant investors:

Absence of ongoing transparency requirements doesn’t meet institutional investors’ needsNo index participation and a large pool of nearly 8.000 securities is not clearly arranged for investorsOften insufficient coverage of companies

Germany – Ukraine: Strong Relations

Opportunities for Ukrainian Companies at Deutsche Börse 21 Ukrainian companies traded on Deutsche Börse

DR’s of Ukrainian companies are traded, without using Deutsche Börse as a listing revenue to position themselves in the international capital market!

Page 13: Finance your Future. Made in Germany. Listing at Deutsche Börse

IPOWhy list at Deutsche Börse?

Page 14: Finance your Future. Made in Germany. Listing at Deutsche Börse

14

Why list at Deutsche Börse? Finance your Future. Made in Germany.

Finance your Future. Made in Germany

Benefit from a higher valuation among strong and world class peers

Gain reputation alongside renowned global brands and market leaders

Get access to the Euro region as well as a stable economic and regulatory environment

Be traded at the largest and most liquid capital market for small andmid cap companies

Page 15: Finance your Future. Made in Germany. Listing at Deutsche Börse

15

Tailored Market Segments

Established Companieswith focus on internationalInvestors (esp. US investors)

Entry-level segment for small- and mid Cap as well as high-growth companies

Companies with focus onGerman Investors

+ Respective corporate filings+ Annual and interim report nat. GAAP or IFRS+ Corporate Calendar online+ Corporate Profile online

Minimum Requirements defined by EU-Law: Insider Trading Rules Market Abuse Rules Takeover Rules

+ Quarterly Reports+ English Language+ Corporate Calendar + Analyst Conference

Reg

ulat

ed U

noffi

cial

M

arke

tR

egul

ated

Mar

ket

Minimum transparency defined by EU-Law: Annual and interim report based on IFRS Disclosure of Director‘s Dealings and Ad-hoc

Disclosure Shareholder Stake and Takeover Reporting

Incr

eas

ing

Tra

nspa

renc

y

Overview market segments and target companies

Finance your Future. Made in Germany.Why list at Deutsche Börse?

Additional transparency defined by exchange

Additional transparency defined by exchange

Page 16: Finance your Future. Made in Germany. Listing at Deutsche Börse

Reporting Obligations for Issuers from Non-EU Countries

1 Depending on a by-case basis by the BaFIN 2 Filing interim management statements for a period between ten weeks after the beginning and six weeks before the end of the relevant six- month period.

Shares

DRs

Shares

DRs

Shares

DRs

Shares

DRs

10 weeks before ending and 6 weeks before the end2 (§37x WpHG)

No regulation within the WpHG

Not required

Not required

2 months after the end of the financial period (§37w WpHG)

No regulation within the WpHG

4 months after the end of the financial period (§37v WpHG)

6 months exemptions possible for issuers from non-EU countries by BaFin1 (§37z WpHG)

General Standard

2 months after the end of the financial period (§66(5) BörsO)

3 months for shares that are represented by certain certificates (§66(5) BörsO)

Quarterly financial report

Not required

Not required

Management interim statements

2 months after the end of the financial period (§66(5) BörsO)

3 months for shares that are represented by certain certificates (§66(5) BörsO)

Half yearly financial report

4 months after the end of the financial period (§65(2) BörsO)

6 months exemptions possible for issuers from non-EU countries by BaFin1 (§65 BörsO)

Annual financial report

Prime Standard

Enhanced reporting periods for DRs address country specific demands

Continuous financial reporting fits investors’ needs

Finance your Future. Made in Germany.

16

Why list at Deutsche Börse?

Page 17: Finance your Future. Made in Germany. Listing at Deutsche Börse

Enhancing Visibility by Indices: DAX Index FamilyHigh Visibility and Investor Awareness

18 D

AX

sect

or

Prime Standard

9 D

AX

supe

rsec

tor

63 D

AX

subs

ecto

r

63 D

AX

subs

ecto

r A

ll

18 D

AX

sect

or

All

Sector Indices

√ √ √ √

General Standard

Entry Standard

Indices help to raise investor awareness and visibility in your peer group. Within these segments your company is at least in three indices.

DA

X I

nt.

100

DA

X I

nt.

Mid

10

0

Selection Indices

√ √

Why list at Deutsche Börse? Finance your Future. Made in Germany.

17

Prim

e S

tand

ard

All

Sha

re

Gen

eral

Sta

ndar

d A

ll S

hare

Ent

ry S

tand

ard

All

Sha

re

All Share Indices

√√

Page 18: Finance your Future. Made in Germany. Listing at Deutsche Börse

Deutsche Börse: Europe's No 1 in Turnover Velocity

Recognized by institutional investors as the most efficient trading network Over 1,400,000 trades per day on XETRA®

No. 1

No. 2

No. 3-5

Deutsche Börse

Euronext Honk KongSE

15.9 9.916.6TradesMonthly average number of trades per companyMay – Oct. 11 (thousand)

148.5 59.7116.2Turnover Monthly average turnover per company May. – Oct. 11 (million €)

LSE

7.3

60.0

WarsawSE

1.8

7.7

114% 59%70%Turnover Velocity

Turnover/ Market CapOctober 201162% 48%

Unsurpassed Liquidity

Source: World Federation of Exchanges, November 2011

Deutsche Börse runs the most active capital market with competitive pricing and the highest degree of liquidity

Why list at Deutsche Börse? Finance your Future. Made in Germany.

18

Page 19: Finance your Future. Made in Germany. Listing at Deutsche Börse

IPO Process

Page 20: Finance your Future. Made in Germany. Listing at Deutsche Börse

20

Selection of advisors, e.g. Deutsche Börse Listing Partner

Selection of investment bank

Establishing legal preconditions within the company

Establishing controlling and reporting preconditions

Determination of a business plan

Fast Listing: IPO Process Structure

Phase 1:Planning andPreparation

Phase 2:Structuring

Phase 3:Realization andMarketing

Phase 4:1st Trading daySecondary Market

Determination of a time table

Planning of the conception of the public offering

Financial, business and legal due diligence

Preparation of the EU-security prospectus

Preparation of investor relations activities

Pre-marketing with investors and analysts

Provide and publish EU-security prospectus

Prepare und publish research coverage

Application for admission of shares to trading

Book building and pricing of IPO

First price auction IPO event and

media coverage on the floor of Frankfurt Stock Exchange

Trading on the electronic system XETRA

Finance your Future. Made in Germany.Deutsche Börse – IPO-Process

Page 21: Finance your Future. Made in Germany. Listing at Deutsche Börse

21

Initial consultation with Deutsche Börse

Establishing of the IBO project team within the company

Selection of advisors (for example Deutsche Börse Listing Partner)

Offering process

Phase 1:Planning and Preparation

Phase 2:Structuring

Phase 3:Realization andMarketing

Phase 4:Placement andSecondary Market

Determination of time table

Bonds structuring Development of

marketing concept Preparation of the

EU security prospectus

Publishing of the EU security prospectus

Rating Application for

addmission of securities

Investor roadshows

Book building phase

Possibility to order over the platform of Deutsche Börse, distribution by the company itself possible

Initial price auction Continuous trading

on the Xetra platform

Finance your Future Made in Germany.

4 phases describe the process of an IBO (Initial Bond Offering)

Prime Standard and Entry Standard for Сorporate Bonds

Page 22: Finance your Future. Made in Germany. Listing at Deutsche Börse

Time Schedule: IPO in Entry Standard (Open Market)

Publication of preliminary prospectus

Pla

nn

ing

&

Pre

pa

ratio

nS

tru

ctu

ring

Re

aliz

atio

n &

Ma

rke

ting

1st

D

ay

of

Tra

din

g

Month 1

Kick-off

Selection of Advisors

Selection of Investment Bank

Month 2

Due Diligence (2-4 Weeks)Determination of Prospectus

Month 3 Month 4

English Translation (2 Weeks)

AnalystPresentation Premarketing

Preparation Research (2-3 Weeks)

Publication Research

Approval of Prospectus by BaFin (max. 20 days)

Print Prospectus

Bookbuilding

Allocation//Pricing

First day of trading

Fast Listing Process and Time to Market

Finance your Future. Made in Germany.Deutsche Börse – IPO Process

22

Page 23: Finance your Future. Made in Germany. Listing at Deutsche Börse

Time Schedule: IPO in Prime Standard or General StandardFast Listing Process and Time to Market

Publication of pre-liminary prospectus

Pla

nn

ing

&

Pre

pa

ratio

nS

tru

ctu

ring

Re

aliz

atio

n &

Ma

rke

ting

1st

D

ay

of

Tra

din

g

Month 1

Kick-off

Selection of Advisors

Selection of Investment Bank

Month 2

Due Diligence (2-4 Weeks)Determination of Prospectus

Month 3 Month 4

English Translation (3 Weeks)

Preparation and Analyst Presentation

Premarketing

Preparation Research (2-3 Weeks)

Publication Research

Approval of Prospectus by BaFin (max. 20 days)

Print Prospectus

Bookbuilding

Allocation//Pricing

First day of trading

Month 5

Finance your Future. Made in Germany.Deutsche Börse – IPO Process

23

Page 24: Finance your Future. Made in Germany. Listing at Deutsche Börse

24

Prime Standard and Entry Standardfor Сorporate Bonds

Page 25: Finance your Future. Made in Germany. Listing at Deutsche Börse

25

Financing Options at Deutsche Börse

Prime Standard and Entry Standard for Сorporate Bonds

Equity Capital Debt Capital

Offering of Bonds (IBO) Target Groups: - listed and non-listed

international companies

- institutional and private investors

Market segment:

- Prime Standard

- Entry Standard

Finance your Future. Made in Germany.

Offering of Shares (IPO) Target Groups: - small and medium-sized, - established and growing

international companies

3 segments with different transparency levels:

- Prime Standard

- General Standard

- Entry Standard

Page 26: Finance your Future. Made in Germany. Listing at Deutsche Börse

Market segments - target groups

26

Entry Standard

Entry Standard

Prime Standard

Prime Standard

■ SME-Issuers with financing requirements < €100 Mio.■ Own issue as established placement process■ Target investors: retail, private wealth managers, family offices■ Admission requirements SME-friendly admission- and subsequent

obligations ■ Open Market

■ Issuers, who orient themselves to the customs of institutional bond emissions (EU-prospectus, covenants etc.)

■ Listed and non-listed companies■ Syndicate emissions as classical placement process (via pool of banks)■ Financing requirements > €100 Mio. ■ Target investors: institutional investors with retail offering■ Transparent secondary market ■ Regulated Market or Open Market

Prime Standard and Entry Standard for Corporate Bonds Finance your Future. Made in Germany.

Page 27: Finance your Future. Made in Germany. Listing at Deutsche Börse

27

Innovative Financing Option for Your Company

Prime Standard and Entry Standard for Сorporate Bonds Finance your Future Made in Germany.

Advantages at a glance

… source of debt capital, independent from bank requirements

… temporary limited option to raise capital at a stock exchange

… no loss of voting right

… simple, quick and cost-effective access to the capital market

… clear formal requirements and follow-up obligations

… advantage of clearing in foreign currency

… trading on the high performance international trading platform Xetra

(„Designated Sponsor and Specialist model“)

… flexibility for issuers and bond structure: admission in Regulated or Open Market

Page 28: Finance your Future. Made in Germany. Listing at Deutsche Börse

Market structure

28

Regulated MarketRegulated Market Open MarketOpen Market

Prime Standard for BondsPrime Standard for Bonds

Approved EU prospectus (EU passport)Approved EU prospectus (EU passport)

Enhanced access to all kind investors via Regulated Market and less regulated entry for especially privately held issuers via Open Market

Public issuers Privately held issuers

Benchmark Bonds Financial Sponsored Bonds

Prime Standard and Entry Standard for Corporate Bonds Finance your Future. Made in Germany.

Page 29: Finance your Future. Made in Germany. Listing at Deutsche Börse

29

Essential admission requirements

Entry Standard Prime Standard

Applicant = Trading participant of the FWB

Admission in the Open Market

Specific admission requirements

Approval of the issuer

Commitment of the applicant about the

compliance of the obligations

Audited annual financial report in accordance

with national GAAP or IFRS

6 key business figures for capital structure,

debt position and coverage obligations *

Applicant in the Open Market = trading participant of the FWB + issuer

Applicant in Regulated Market = issuer + accompanying bank

Listing via Open Market or admission to Regulated Market

Specific admission requirements

Approval of the issuer (only OM)

Commitment of the applicant (only OM)

Audited annual financial report in accordance with

national GAAP or IFRS

Extended key business figures (24), (no

exclusion)

Freefloat allocation quote for retail investors

(Ordersize <= 25.000 EUR) min. 10 %

Finance your Future. Made in Germany.Prime Standard and Entry Standard for Сorporate Bonds

* Not necessary if the company is already listed in the Regulated Market on FWB.

Page 30: Finance your Future. Made in Germany. Listing at Deutsche Börse

30

Entry Standard Prime Standard

Brief company profile with relevant information

on the corporate bonds (on issuer website)

Contract between the issuer and Deutsche

Börse Listing Partner

Approved security prospectus

Issuer Rating*

Up-to-date extract from the Commercial

Register

Articles of association of the issuer

Division of securities max. 1.000 €

Brief company profile with relevant

information on the corporate bonds and all

information about covenants (on issuer

website)

Approved security prospectus

Issuer Rating*

Up-to-date extract from the Commercial

Register

Articles of association of the issuer

Division of securities 1.000 €

Min. issuing volume of 100 m €.

(If issuing volume is lower group turnover has

to be min. 300 m € in the year

before the issue

Essential admission requirements

Finance your Future. Made in Germany.Prime Standard and Entry Standard for Сorporate Bonds

* Not necessary if the company is already listed in the Regulated Market on FWB.

Page 31: Finance your Future. Made in Germany. Listing at Deutsche Börse

31

Follow-up obligations for applicants

Entry Standard Prime Standard

Applicant has to monitor, effect and inform about following facts concerning the issuer:

Annual and half-year report

Fast disclosure of relevant info on the issuer website

Publication of a current corporate auction timetable and a factsheet to the corporate bonds (with information about interest loan, interest and back-payment, etc.)

Applicant has to monitor, effect and inform about following facts concerning the issuer:

Annual and half year financial statement and interim report (in accordance with IFRS in Regulated Market, national GAAP – in Open Market)

Fast disclosure of relevant info via Corporate News Feed or Ad hoc disclosure on the issuer website

Publication of a current corporate auction timetable and a factsheet to the corporate bonds (with information about covenants, interest loan, interest and back-payment, etc.)

Finance your Future Made in Germany.Prime Standard and Entry Standard for Corporate Bonds

Page 32: Finance your Future. Made in Germany. Listing at Deutsche Börse

32

Entry Standard Prime Standard

Publication of a current corporate action timetable

Publication of annual follow-up rating*

Publication of 6 key business figures (with information about coverage obligations, debt position and capital structure)*

Publication of a current corporate action timetable

Publication of annual follow-up rating*

Publication of extended key business figures (24) , no exclusion

1 (Kredit-) analyst conference each year

Finance your Future. Made in Germany.Prime Standard and Entry Standard for Corporate Bonds

Follow-up obligations for issuers

* Not necessary if the company is already listed in the Regulated Market on FWB.

Page 33: Finance your Future. Made in Germany. Listing at Deutsche Börse

Financial Figures Entry Standard

33

Key business figures about coverage obligations

EBIT Interest Coverage

EBITDA Interest Coverage

Key business figures about debt position

Total Debt / EBITDA

Total Net Debt / EBITDA

Key business figures about сapital structure

Risk Bearing Capital

Total Debt / Capital

Prime Standard and Entry Standard for Corporate Bonds Finance your Future. Made in Germany.

Page 34: Finance your Future. Made in Germany. Listing at Deutsche Börse

34

In addition to the financial figures of Entry Standard there are those specified for Prime Standard:

EBITDA (Earnings before interest, tax, depreciation and amortisation)EBIT (Earnings before interest, tax)Total revenuesTotal interest payments (Gross amount, not net interest!)Funds from operations (Net profit plus depreciation and amortisation plus deferred income tax)Operating cash flow (Funds from operation plus change in working capital)Operating cash flow last 5 yearsCapitalization (Short and long term borrowings plus shareholders equity)Net debt (Short and long term interest bearing liabilities minus cash & cash equivalents)Free cash flow to Bondholder (Operating cash flow – Capex – Investments – Acquisitions – Dividends = Free cash flow)Free cash flow (Operating cash flow minus capex minus dividends)Total debt (Short and long term interest bearing liabilities)Total debt sorted by maturity, by subordination level, by instrument typeOff balance sheet exposures Retained earningsTotal debt to EBITDA in timesFunds from operations to total debt in percentageFunds from operations to net debt in percentage

Financial Figures Prime Level

Finance your Future. Made in Germany.Prime Standard and Entry Standard for Corporate Bonds

Page 35: Finance your Future. Made in Germany. Listing at Deutsche Börse

35

Rolls and Tasks in Book Building ProcessThe role of the applicant, the specialist and the paying agent can be accomplished by the same company

Finance your Future. Made in Germany.

is a trading participant and applies for the admission of the securities in the Regulated Unofficial Market

applies at the same time for:

- the use of the book building tool and

- the admission in Entry Standard for Corporate Bonds

agrees with Deutsche Börse upon the use of the book building tool and the network of Deutsche Börse

denominates the specialist and the paying agent

Applicant

Specialist is responsible for the functional accomplishment of book building

has the essential technology and know-how available in order to accomplish the book building

is denominated by an applicant in the application for admission

Paying agent is responsible for the physical asset of security on initial value date

divests security from the issue under his own name on the account of the issuer

Get an easy access to sign the bond with the book building tool and the standardised communication channels of Deutsche Börse

Prime Standard and Entry Standard for Сorporate Bonds

Page 36: Finance your Future. Made in Germany. Listing at Deutsche Börse

36

Book building by using the network of trading participants and communication channels of Deutsche Börse

Participant information

Possibility to use already existing range of book building functions (at first on XETRA platform)

Basic conditions for book building:

Finance your Future. Made in Germany.

Positioning

Bond draft

Subscription

Secondary Market

Allocation 1 Allocation 2 Allocation … Allocation n Trading

Positioning

Secondary Market

Variable trade of bonds on Xetra Frankfurt

The broker donates additional liquidity in order to increase the speed of accomplishment and to prevent partial

execution

No fee for transactions or broker‘s commission for trading participants supports liquidity

Clearing of transactions according to the initial value date

Book building phase lasts between min. 5 to max. 20 days

Book building happens by means of the input of sale order by particular bank

At least one allocation daily by means of price fixing by a broker according to the particular issue price (Fix price procedure)

Allocation occurs therefore according to the principle „First Come – First Served“; scale sellings can only be done for the last price fixing in allocation

A premature closing of book building in case of overstated book building of securities can be carried out earliest in a day

At first there are no parallel book buildings possible, the possibility is to be checked by an issuer according to particular demand

Prime Standard and Entry Standard for Сorporate Bonds

Page 37: Finance your Future. Made in Germany. Listing at Deutsche Börse

Overview of Recent German IBO Activities

Already 9 companies use Entry Standard for Corporate Bonds of Deutsche Börse for raising debt capital

Finance your Future. Made in Germany.

37

Prime Standard and Entry Standard for Corporate Bonds

Company Issue Date Issue Volume

(€ MM)Maturity (in years)

Coupon(in %)

Amictus/Eyemaxx 26-Jul-11 25 5 7.50

S.A.G. Solarstrom 11-Jul-11 25 6 7.50

MS Spaichingen 15-Jul-11 30 5 7.25

SIAG SCHAAF INDUSTRIE AG 12-Jul-11 50 5 9

KTG AGRAR AG 06-Jun-11 100 6 7.13

SeniVita Sozial 17-May-11 15 5 6.50

DIC ASSET AG 16-May-11 70 5 5.88

Golden Gate 11-Apr-11 30 3 6.50

A.G. Solarstrom 15-Dec-10 25 5 6.25

Source: Deutsche Börse AG, August 2011

Page 38: Finance your Future. Made in Germany. Listing at Deutsche Börse

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Disclaimer

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