OTC Securities

The IPO and Financing Platform dedicated to high growth companies

The New Markets are moving away from young high growth companies

• Euronext : Merger of Paris, Brussels and Amsterdam

•Young high growth companies will have to face demanding admission criteria, and wait a long time…

•… whereas an IPO might be a better solution than a private placement.

•The best solution : an IPO on the OTC Market - the «Marché Libre ».

The Gap

But the Marché Libre offers only an imperfect solution

• The Marché Libre is an electronic platform dedicated

to small and mid caps.

• There is no Admission Committee nor any other

selection process.

• High potential companies are listed together with

much less attractive ones (About 20 companies only

would meet the selection criteria of OTC Securities)

The Gap

The Mission of OTC Securities

• By correcting the flaws of the Marché Libre:

• To offer high growth companies the opportunity to reach a level of development that will make them qualify for a European regulated market.

The Mission

A Bridge to paneuropean regulated marketsThe Mission

Marché Libre

To be the   »one stop shop» for high growth companies

• OTC Securities positions itself both as a Financing

and IPO Platform, and a Brand:

• Companies are selected according to criteria :

turnover, growth rate, European presence...

• Our mission starts with the IPO on the OTC

Securities segment and includes the transfer to a

paneuropean regulated market.

The Mission

One Partner for Three phases

• Phase 1 : IPO on the OTC Securities segment

(valuation, regulation issues, communication, placing)

• Phase 2 : OTC Securities and KPMG advise the

companies on compliance with the OTC Securities

Rules. OTC organizes the promotion of the companies.

• Phase 3 : Transfer to a paneuropean regulated

market : OTC acts as advisor to the companies in

matters relating to the structure of the transaction, the

selection of the underwriting syndicate…

The Mission

A Brand on the Marché Libre recognized thanks to :

• The “OTC Rules” : financial communication,

improvement of internal reporting and active

involvement in the promotion of the issuers.

• The Selection Committee : Members are

professionals of investment banking, venture capital,

PR activities and of government support to innovation.

• The promotion of the Brand : “Meet the analysts”

shows, Web Site dedicated to its companies, OTC tag

in financial newspapers.

The Mission

Market size

• Admission criteria on the Nouveau Marché keep

raising and this trend is accelerating.

• Most underwriters are now requesting a minimum

fund raising of Euros 15 million for an IPO.

• Many companies do not need such amounts and

many investors are now reluctant to invest so much.

• This size factor alone would account for the regular

growth of the number of IPOs on the Marché Libre

since its creation in 1996.

The Market

Chart

IPOs on the French MarketsThe Market

Performance

Marché Libre: a steady trend

ML CAC40 NM2000 +36% -2% -9%

top to 09/28/01 -36% -41% -90%09/28/01 -14% -30% -73%

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1 700

2 200

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févr-00

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ML CAC40 NM

OTC Securities Targets

• Companies will in priority be looked for in the venture

capital portfolios which have experienced a very strong

growth for the last three years.

• The number of companies potentially eligible for an IPO on OTC amounts to a stock of 500 to which an annual flow of 150 can be added.

The Market

Chart

OTC Securities Targets

Number of companies financed by VCs

The Market

Competitive Positioning

•Three categories of potential competitors :

• IPO Consulting firms

• EFI (Europe Finance et Industrie)

• Brokerage houses

• BUT : OTC is the only one-stop shop for the IPOs of high growth companies, the only structure offering both the IPO on its segment of the Marché Libre and a complete follow up until the transfer to a paneuropean regulated market.

The Positioning

A very experienced management team

• Didier Duhem (43), Chairman : HEC, 20 years in

Finance (Crédit Lyonnais, Hambrecht & Quist Saint

Dominique , Spef Technology), former EASD Chairman,

founder of EuropeOffering.com.

• Marc Eichinger (38), Investors Relations : DECS

(Diploma in accounting), 15 years in trading rooms

(Mitsubishi Bank Paris, ING-BBL Paris).

The Team

The Selection Committee

• Beyond Didier Duhem, the Members are:

• Eric Levasseur, Chairman of Actus, N°1 in France as Financial PR

agency.

• Christophe Chausson, Chairman of Chausson Finance, more than

one billion FRF raised for 53 companies over the last four years.

• Maïr Fereres, Partner KPMG audit, Member of the Executive

Committee, in charge of all IPOs in France.

• Véronique Rondet-Bresard, Head of the IPO Department with

Banque SanPaolo.

• Jean-Claude Porée : Advisor to the Chairman of Anvar and

Member of the Admission Committee of the Nouveau Marché.

The Team

Milestones already met

•Nov. 00 : Partnership with Banque SanPaolo

•Dec. 00 : Web site on line & Selection Committee operational

•Feb. 01 : Green light from the COB

•Mar. 01 : KPMG becomes a Partner and a shareholder

•June. 01 : First companies listed on OTC

•June. 01 : Portzamparc becomes a Partner and a

shareholder

Milestones

Next steps for 2001 and 2002

• Lead 25% of the IPOs on the Marché Libre

• Transfer 1/3 of OTC listed companies to a European regulated market

• Get the status of investment firm

• Bring OTC Securities public on OTC within 18 months

Milestones

Contacts

• Didier Duhem : duhem@otcsecurities.com

• Marc Eichinger : eichinger@otcsecurities.com

• Tel : + 33 (0) 1 58 36 26 15

• Fax : + 33 (0) 1 58 36 26 01

Contacts