Lasanoz Finance Investment Banking Credentials November 2007

Lasanoz FinanceInvestment Banking Credentials

November 2007

November 2007 Lasanoz Finance 2

Outline

Introduction to Lasanoz Finance Team Credentials Value Creation Case Studies Recent Transactions M&A Track Record Corporate Finance Track Record Back-up Materials


Lasanoz Finance is a corporate finance and M&A advisory boutique founded in 2004 by Alexander Neuber, based in Warsaw (Poland)

Lasanoz Finance co-operates with other advisors to bring the best combination of skills and experience to a given project

Our current partners include Morgan Stanley, Dresdner Kleinwort Wasserstein, The Royal Bank of Scotland, Unicredit Markets & Investment Banking, Deloitte Advisory, and several boutiques located throughout Central and Eastern Europe

Services offered by Lasanoz Finance include: M&A (buy- and sell-side) Debt financing (corporate financing and project financing) Special advisory services

Sector expertise in telecoms, power, steel, financial services, IT, new media, broadcasting, real estate and infrastructure

Introduction: About Lasanoz Finance


Morgan StanleyLondon

Royal Bank of ScotlandLondon

Dresdner Kleinwort WassersteinLondon, Madrid

E&Y Corporate Finance, Warsaw

Deloitte Advisory, Warsaw

International Investments Group Warsaw and Milan

Spektor, Sachs & CompanyKiev

WestLBWarsaw, Milan and Budapest

Copernicus GroupWarsaw, Zagreb, Belgrade

Unicredit Markets & Investment Banking Milan, Warsaw

Solon Management ConsultingMunich, Budapest

Lasanoz Finance

Our Partners


Outline

Introduction to Lasanoz Finance Team Credentials Value Creation Case Studies Recent Transactions M&A Track Record Corporate Finance Track Record Back-up Materials


Team Credentials

Alexander Neuber (Managing Partner) has over 12 years of experience in M&A and Corporate Finance in CEE

4 years as head of Lasanoz Finance 1 year as Head of M&A and Portfolio Management of Poland’s

largest listed bank, Bank Pekao S.A., majority controlled by Italy’s Unicredito

2.5 years as CFO of Elektrim, one of Poland’s major industrial conglomerates with over 100 subsidiaries; negotiation of Poland’s largest inward direct investment in 1999; handling of divestment of 50 subsidiaries and acquisitions of internet companies

5 years of principal investment experience with the EBRD in London and Warsaw, including representing the EBRD on the investment committees of five private equity funds

Has served on supervisory boards of several companies listed on the Warsaw Stock Exchange, including bankier.pl currently

Fluent English, German, Polish, Italian; conversational Spanish, Russian, French and Portuguese


Dario V. Cipriani (Managing Partner) has over 20 years of business experience

9 years of M&A and corporate finance experience with focus on cross-border transactions

Based in Poland since 1996, served various Management Boards including Parmalat Poland, Buditalia, Pulverit Poland, Roncato Poland, Sport & More; and Supervisory Boards including Mapei, Euroaccounting, Copernicus Capital, Stalexport

3 years of business development experience in the USSR (FSU) for Richco, a Swiss-American commodity trader; also worked for SIMET Trading in Lugano, Switzerland in charge for sourcing of all Russian commodities

3 years with McKinsey and 3 years with ETC Consulting in London

Speaks and writes fluent English, Italian, Spanish; conversational French and Polish

Team Credentials


Tomasz Maj (Executive Director) has 10 years experience in Structured Finance

10 years of corporate finance experience as Executive Director in WestLB in Warsaw with primary focus on energy-related and infrastructure projects; also involved in the fields of telecommunication and transportation

2 years as Country Manager with British Gas Poland, responsible for the establishment and management of the British Gas office in Warsaw; co-authored the Company's business strategy for Poland

10 years of experience in evaluation of new-venture and acquisition opportunities with British Gas in Tunisia, USA and UK as well as with Acre Oil in UK

Speaks English and Polish (bilingual)

Team Credentials


Team Credentials

Mateusz van Wollen, CFA, (Director) has 10 years of experience in Finance

2 years with Lasanoz Finance, focusing on business development, analysis, and project management

5 years of portfolio management and investment analysis experience with a private equity fund in Vancouver, Canada

2 years as CFO of a venture technology company listed on the Toronto Venture Exchange

CFA charter holder since 2001 CFA instructor (Schweser) since 2003 First-class modeling, statistics, and applied mathematics skills Fluent English and Polish


Team Credentials

Ewa Kacprzak-Olszewska, FCCA, (Director) has 9 years of experience in Finance

1 year with Lasanoz Finance, with investment analysis and project management experience

5 years of financial audit and advisory experience with KPMG Poland; significant experience in consolidated financial statements and the Warsaw Stock Exchange financial reporting

3 years as deputy CFO of Elektrim, one of Poland’s major industrial conglomerates with over 100 subsidiaries; responsible for restructuring the finance function

ACCA member since 1999 FCCA since 2004 Fluent Polish and English


Team Credentials

Wojciech Jezierski (Director) has 7 years of experience in Finance

1 year with Lasanoz Finance, focusing on business development, special projects and modeling

6 years of corporate finance experience with Pekao Access (UniCredit Group), focusing on corporate acquisitions and disposals, mergers and capital raising, strategic finance advisory

Extensive practical knowledge regarding many sectors including financial services and fuel industry

Significant experience in financial modeling, valuation and due diligence

Fluent Polish and English


Team Credentials

Aleksander Skołożyński (Senior Analyst) has 2 years of experience in Finance

2 years of corporate finance experience with Concordia Espirito Santo Investment (Banco Espirito Santo Group), notably in company valuations, strategy appraisal and negotiations

Completed CFA level 1 Fluent in Polish, English and French


Outline

Introduction to Lasanoz Finance Team Credentials Recent Transactions Value Creation Case Studies M&A Track Record Corporate Finance Track Record Back-up Materials


Recently Completed Transactions

Completed Completed BUYBUY-Side Transaction (2007):-Side Transaction (2007): M&A Advisor in association with CORE Sp. z o.o.,

WestLB and Unicredit Markets and Investment Banking, to Atlantia SpA with regard to the acquisition of a 50%+ interest in Stalexport S.A.

(see Case Study in next section)

Completed BUY-Side Transaction (2007):Completed BUY-Side Transaction (2007): M&A Advisor to MIH/Naspers, the listed South

African media company, with regard to the tender offer for 100% of listed Polish Internet company Gadu-Gadu S.A.

(Transaction closing next month)



Completed SELL-Side Transaction (2007):Completed SELL-Side Transaction (2007): M&A co-Advisor, with Ernst & Young Corp. Finance,

to Copernicus Capital with regard to the divestment of Adriatic Kabel, a cable TV company

(see Case Study in next section) Completed BUY-Side Transaction (2006):Completed BUY-Side Transaction (2006):

USD 23m acquisition of 22% in publicly-listed steel conglomerate Stalexport S.A. by Italian motorway operator Autostrade SpA (now Atlantia SpA); company advised by the International Investments Group (Core Sp. z o.o.), WestLB and Unicredit Markets & Investment Banking; own role: co-advisor working with Core Sp. z o.o



Completed Advisory Transaction (2006):Completed Advisory Transaction (2006): Exclusive Financial Advisor to P4 Sp. z o.o.

(formerly Netia Mobile Ltd) with regard to EUR 150m 10-year senior corporate loan facility; Arranger and Underwriter: China Development Bank

Completed Completed BUYBUY-Side Transaction (2006):-Side Transaction (2006): M&A Advisor to a foreign Real Estate Group with

regard to the acquisition of a major Polish Hotel (details not disclosed)


Outline



Transaction BackgroundTransaction Background Adriatic Kabel emerged from a highly fragmented Croatian

CATV industry as the No. 2 operator, after Copernicus Capital’s successful consolidation of many smaller players

Lasanoz Finance was retained together with Ernst & Young Corporate Finance as exclusive sell-side co-advisors

Key ChallengesKey Challenges Adriatic Kabel had complex corporate structure, having

completed 11 separate acquisitions in the prior two years A simultaneous transaction process involving the Company’s

main competitor, the No. 1 player, advised by CA-IB, posed a constant threat of derailing the Adriatic Kabel transaction and required a tight timeline to be followed

Value Creation Case Study 1:Sale of Adriatic Kabel


Value Creation Case Study 1:Sale of Adriatic Kabel, cont’d

Entity 1

Entity 2

Entity 3

Entity 4

Entity 5

Entity 6

Entity 7

Entity 8

Entity 9

Entity 10

Entity 11

5x Revenues 10x EBITDA

n/a (offer incomplete)

Initial OfferRevised OfferFinal Price

ResultsResults Austrian electrical utility BEWAG emerged as the successful bidder

after a highly competitive auction process involving simultaneous due diligence of the final four bidders compressed into only two weeks

The final Transaction Value obtained is not disclosable, however it exceeds 5x operating revenues and 10x EBITDA based on audited 2006 financial results

BEWAG =


3.8x6.6x

10.0x12.7x

6.9x

19.8x

5.0x

10.0x

15.0x

20.0x

25.0x

Average multipleimplied by precedentCATV transactions

Multiple implied byLiberty's acquisition of

Karneval

Adriatic Kabel exitmultiple

Sales exit multiple EBITDA exit multiple


Benchmarking the Result ObtainedBenchmarking the Result Obtained The result set a new benchmark in CATV transactions in Europe, with

exit multiples of current-year sales and EBITDA higher than the average exit multiple based on similar transactions occurring in Europe over the previous two years

Above-Average Value Attained

The sales and EBITDA exit multiples were also substantially higher than the respective multiples implied by Liberty’s acquisition of Karneval Media in the Czech Republic last year, through an auction run by Credit Suisse

Source: MergerMarket



The successful bidder, BEWAG, also acquired the No. 1 player in the market through the parallel transaction process

Based on the total price paid for both companies the implied price per CATV subscriber and price per revenue-generating unit (RGU)* for Adriatic Kabel were 14% and 23% higher, respectively, than the results achieved by the No. 1 player

Adriatic Kabel attained higher prices despite having a much lower percentage of its network upgraded to the modern two-way standard

No. 1 player Adriatic Kabel No. 1 player Adriatic Kabel

+14%+23%

Price per Subscriber Price per RGU

* A Revenue Generating Unit (RGU) is defined as a TV subscriber or an Internet subscriber, where a user of both counts double


Value Creation Case Study 2:Acquisition of Stalexport

Transaction BackgroundTransaction Background Stalexport S.A., a listed Polish conglomerate active in the trade &

distribution of steel products as well as motorways operation, was experiencing significant financial difficulties, burdened by severe debts from failed historical operations

Lasanoz Finance was part of the advisory team which identified the opportunity in finding a strategic investor for the company and divesting the ailing steel operations to crystallize the value residing within Stalexport as the owner of one of only two motorway concessions in Poland

Key ChallengesKey Challenges The severity of the company’s financial situation made it difficult to spark

interest among risk-averse infrastructure funds and motorway operators Stalexport’s CEO was under investigation throughout the transaction by the

Polish central bureau of investigation, for alleged misconduct during his tenure as Treasury Minister in a past Polish government


Value Creation Case Study 2:Acquisition of Stalexport, cont’d

Key Challenges, cont’dKey Challenges, cont’d In parallel to the negotiation of an Investment Agreement with Atlantia,

the strategic investor which the advisory team secured for the company, Stalexport was simultaneously negotiating the settlement of PLN 300m+ of historical debts with a consortium of 9 banks as well as the State Treasury

During the late stages of the transaction, a major shareholder of Stalexport, controlled by the government, mounted obstructionist tactics in spite of widespread support for the transaction among the larger shareholder base, national government, and Ministry of Transportation

Two co-advisors, UniCredit and WestLB, were also involved as co-advisors to Atlantia, increasing the complexity of coordinating the various modeling, valuation, and negotiation efforts

Conducting due diligence with utmost confidentiality was a challenge in light of the large (40+) advisory team and Stalexport’s status as a reporting issuer listed on the Warsaw Stock Exchange


50

100

150

200

250

300

350

400

450

500

Jun Ju

lAugSep Oct Nov

DecJa

nFeb M

ar AprM

ay Jun Ju

lAug Sep Oct Nov

DecJa

nFeb M

arM

ay

Share Price at start ofengagement: PLN 1.50

Stalexport

WIG index

Value created

Share price at completion: PLN 7.00+

ResultsResults In spite of all these difficulties, the advisory team managed to close the

transaction in mid 2007, after a 2.5-year effort Atlantia paid PLN 268 million for its 50% stake, which was worth over PLN

900 million at the conclusion of the transaction

Over EUR 160m value was created for Atlantia, as the value of the company appreciated by 350% from the start of the project to the conclusion of the transaction

Value Creation Case Study 2:Acquisition of Stalexport, cont’d

2005 2006 2007

Share price at 30 June 2005 = 100


Outline



Track Record: Other M&A Transactions

Completed SELL-Side Transactions:Completed SELL-Side Transactions: 2005: Sale* of Romania’s leading domestic ERP

company, Totalsoft S.A., to Global Finance of Greece; own role: sell-side M&A advisor, with Capital Advisory Services, acting on behalf of equity fund SEAF and four individual shareholders

2004: USD 15m sale of real estate developer Pekao Development to Pirelli SpA; no outside advisors; own role: Head of seller’s M&A department structuring auction and negotiating transaction

2004: USD 17m sale of listed privatisation fund NFI Jupiter and fund manager Trinity through a management buy-out financed by AIB subsidiary Bank Zachodni WBK; own role: Head of seller’s M&A department negotiating transaction

2003: USD 6.5m sale of Bank Pekao Tel Aviv to Bank Hapoalim (Israel); no outside advisors; own role: Head of seller’s M&A department negotiating transaction

* Transaction value was not disclosed


Completed SELL-Side Transactions:Completed SELL-Side Transactions: 2001: EUR 589m sale of 2% of Elektrim

Telekomunikacja and fixed line companies to Vivendi; advised by Morgan Stanley; own role: CFO of selling company

2001: USD 10m sale of portfolio of 37 non-core subsidiaries to Warsaw Equity Holdings; fairness opinion by Cap Gemini Ernst & Young; own role: CFO of selling company

1999: USD 1.2 billion sale of 49% of telecoms holding Elektrim Telekomunikacja to Vivendi; advised by Merrill Lynch and CSFB; own role: CFO of selling company

Track Record: Other M&A Transactions, cont’d


Completed BUY-Side Transactions:Completed BUY-Side Transactions: 2000: USD 45m all-share acquisition of internet

retailers Easynet/AGS (empik.com) from Eastbridge; advised by DLJ; own role: CFO of acquiring company

2000: USD 7.5m acquisition of internet portal poland.com; no outside advisors; own role: CFO of acquiring company

1999: USD 20m acquisition of 8.7% stake in Polish non-food retail conglomerate Eastbridge via convertible bond instrument; seller advised by Capital Advisory Group (Poland); own role: Banker leading transaction for EBRD, investing alongside AIG Fund

1998: USD 30m acquisition of 31% in publicly-listed steel conglomerate Stalexport S.A.; company advised by Lazard and Flemings; own role: Banker leading transaction for EBRD

EASTBRIDGE N.V.

Track Record: Other M&A Transactions, cont’d


Outline



Track Record: Other Corp. Finance Transactions

Completed Corporate Finance Transactions:Completed Corporate Finance Transactions: 2003: USD 7m corporate facility to refinance existing

short-term debt and provide acquisition finance for Croatian outdoor advertising company Metropolis, controlled by Polish VC fund Innova Capital; arranger: Hypo-Alpe-Adria Bank, Austria; own role: corporate finance advisor to Metropolis and Innova Capital

2001: USD 392m 14-year project finance facility for coal-fired power plant PAK S.A., Poland’s largest power financing since 1990; no outside advisors; arrangers: WestLB, Citibank, EBRD; own role: CFO of controlling shareholder and lead negotiator; largest Polish debt facility of 2001


Completed Corporate Finance Transactions:Completed Corporate Finance Transactions: 2001: USD 200m High-Yield Bond for PTC ERA GSM;

arranger: Deutsche Bank; own role: CFO of controlling shareholder

2000: EUR 650m senior corporate loan facility for mobile phone operator PTC ERA GSM; arrangers: Deutsche Bank, Dresdner Bank, EBRD; own role: CFO of controlling shareholder of borrower, negotiating transaction; largest Polish corporate facility of 2000

1997: FF 120m project finance facility for Air Liquide / Huta Katowice in Poland; no outside advisors; own role: Banker co-leading transaction for EBRD

Track Record: Other Corp. Finance Transactions


Outline



Back-up MaterialsTrack Record

* Transaction value not disclosed

2007 2007 2006 2006 2005 2005 2004

Not

Disclosed

EUR [ ]*m EUR 70m EUR 150m USD [ ]*m USD [ ]*m EUR 85m USD 15m

Sale of Adriatic Kabel Acquisition of 50%+ in

Stalexport S.A.

10-year Senior Corporate Loan Facility

Acquisition of

Polish Hotel

Sale of TotalSoft UMTS Licence Tender

Sale of

Pekao Development

M&A co-Advisor

M&A co-Advisor Exclusive Financial

Advisor

Advisor

Sell-side M&A Advisor

Exclusive Financial

Advisor

Head of seller’s M&A department

2004 2003 2003 2001 2001 2001 2001

USD 17m USD 6.5m USD 7m USD 392m USD 10m EUR 589m USD 200m

Sale of

NFI Jupiter

Sale of

Bank Pekao Tel Aviv Acquisition and Corporate

Finance Facility

14-year Project

Finance Facility

Sale of portfolio of 37

non-core subsidiaries

Sale of 2% in

Elektrim Telekomunikacja High-Yield Bond Facility



Corporate Finance Advisor

CFO of controlling shareholder

CFO of selling company

CFO of selling company

CFO of controlling shareholder

2000 2000 2000 1999 1999

1998 1997

EUR 650m USD 7.5m USD 45m USD 1,200m USD 20m USD 30m FF 120m

Senior Corporate Loan Facility

Acquisition of Internet

Portal

Acquisition of

Easynet/AGS

Sale of 49% in

Elektrim Telekomunikacja

Acquisition of

8.7% in Eastbridge

Acquisition of

31% in Stalexport SA

Project Finance Facility

CFO of controlling shareholder CFO of acquiring company

CFO of acquiring company CFO of selling company

EBRD Banker leading transaction

EBRD Banker leading transaction

EBRD Banker co-leading transaction

EASTBRIDGE N.V.


2004 - Managing Partner, Lasanoz FinanceCorporate Finance and M&A Advisor

2003/04 Head of M&A and Portfolio Management

Bank Pekao S.A., controlled by Unicredito of Italy

2002/03 Independent Corpfin and M&A Advisor 1999-01 CFO, Elektrim

Poland’s largest diversified conglomerate with USD 1bn in sales, > 15,000 employees and > 100 subsidiaries

1996-99 Principal Banker and Acting Office Head, EBRD Warsaw Resident Office, Poland

1994-96 Economist, Chief Economist’s Office, EBRD 1992-94 MPA, Kennedy School of Government, Harvard University 1988-92 BSc (Econ) and MSc, London School of Economics

Back-up MaterialsAbridged CV of Alexander Neuber


Back-up MaterialsRecommendations from previous transactions


Contact Details

Alexander NeuberManaging PartnerLasanoz Finance

Email: [email protected]: +48 586 3366Mob: +48-606 33 08 33Fax.: +48-22-825 22 22

Saski Crescent, 7th FloorKrolewska 16, 00-103 Warsaw, Poland

Documents

Lasanoz Finance Investment Banking Credentials November 2007