NEW EUROPE CORPORATE ADVISORY Company Presentation Table of - PowerPoint PPT Presentation

NEW EUROPE CORPORATE ADVISORY Company Presentation

Table of Contents NECA Profile Section 1 Section 2 Credentials Section 3 New Europe Capital Partners Contacts Section 4

Section 1 NECA Profile Company, Services

Company Presentation and Proposal for Cooperation Company Profile History and Current Status NECA Profile New Europe Corporate Advisory, Ltd. (“NECA”) is a Sofia-based corporate finance and consulting boutique. NECA offers advisory services, including M&A, privatization, finance- raising, balance-sheet restructuring, and licensing tenders. NECA also has established partnerships with leading international management consultants to provide restructuring, profit optimization and post-merger integration consulting. Since 1996 NECA has gained valuable knowledge and experience in a variety of sectors shaping today’s economy and has accomplished a strong track record of transactions in Bulgaria and across its borders. NECA Advantages � Energy and utilities – corporate finance business focus � Participation in all major energy transactions in Bulgaria (coal, nuclear, gas, renewables) – power generation – electricity distribution – district heating, and – gas distribution NECA History � Established 1996 as EPIC Bulgaria, a local branch of the European Privatization and Investment Corporation; � In 2004 the company changed its name to NECA, when Mr. Kenneth Lefkowitz undertook an MBO, and became owner and Managing Partner. � In 2005 NECA established its affiliate New Europe Capital Partners LLC. � Since 2004 the company has developed close partnerships with A.T. Kearney and Trust & Value

Company Presentation and Proposal for Cooperation Services Diverse Expertise Mergers & Acquisitions � Business planning and financial modelling � Target identification and selection � Due diligence, valuation and deal structuring � Strategic advice and negotiation support Finance Raising � Strategy articulation and business plan development � Identification of potential investors and pre-marketing � Preparation of information memoranda, valuation and deal structuring � Investor due diligence facilitation � Negotiation support and closing Regulatory Advisory � Economic analysis of current frameworks in regulated utilities and forecast of future regulatory developments � Regulatory financial modelling with a view to the impact on valuations Management Consulting (in cooperation with partners) � Post-merger integration � Process optimization, cost cutting, and profit improvement � Strategic consulting

Section 2 Credentials Success Stories, Track Record by Sector

NECA Credentials Success Stories Energy, Financial Institutions

NECA Credentials Success Stories Finance Raising

NECA Credentials Track Record Energy (1/3) NECA is acting as sell-side advisor to a local developer of a 2008 CONFIDENTIAL 39MW wind power project. 2009 NECA is carrying out a site selection study for a new CCGT 2008 CONFIDENTIAL power plant for a leading European energy company. 2009 NECA is advising an international consortium on its bid and CONFIDENTIAL physical and financial hedging strategy for a greenfield 2007 2009 lignite-fired TPP in Kosovo. Together with A.T. Kearney NECA advised a leading European producer and distributor of electricity on a major 2006 corporate restructuring of its Bulgarian subsidiary in 2007 compliance with local regulatory requirements. 2008 NECA was engaged by a major European energy company to prepare a report on the Bulgarian RES power market CONFIDENTIAL 2008 (price forecasts and overview of regulatory frameworks). NECA advised a major European energy company on its bid for CONFIDENTIAL construction and operation of a NPP in Bulgaria. 2008 NECA advised a European energy company on the acquisition of a hydro power plant in Bulgaria. NECA’s scope of work CONFIDENTIAL 2007 includes valuation, preparation of a strategy for negotiations 2006 with the owners of the plant, due diligence support and coordination, and assistance in bid preparation.

NECA Credentials Track Record Energy (2/3) Supporting New Europe Capital Partners in ongoing pre-feasibility 2007 assessment work regarding wind power development. NECA advised a major European energy company on its bid for the West Region gas distribution license. NECA was CONFIDENTIAL 2006 responsible for the preparation of a regulatory financial model, as well as bid strategy and lobbying. NECA advised ENER-G on its bid for the privatization of District Heating Company Varna (DHC Varna). NECA was 2006 responsible for preparing a valuation model for DHC Varna. NECA, jointly with A.T. Kearney, advised ENEL S.p.A. in its bid in the privatization of Bulgarian power generation companies (TPP Varna, TPP Bobov Dol and DHC 2005 Russe ). NECA acted as the regulatory and market consultant for the client with its scope covering regulatory framework, fuel and power market analysis. NECA advised a consortium of New Europe Capital Partners and Reform Capital on a bid for 104 MW of hydropower assets Reform Capital 2004 in Bulgaria. NECA advised Dalkia International on bidding in the privatization of DHC Pleven . NECA’s scope involved advice on bid strategy and deal structure, regulatory financial modelling and 2004 valuation as well as lobbying and due diligence coordination.

NECA Credentials Track Record Energy (3/3) NECA, jointly with A.T. Kearney, advised Enel S.p.A. on its bid in the gas distribution license tenders for the Trakia Region and the West Region . The consortium was responsible for the 2004 preparation of bid documentation (including business plan and regulatory financial model), and for coordination of regional market studies. NECA, jointly with A.T. Kearney, advised Enel on its bid in the privatization of Bulgarian electricity distribution 2004 companies . The consortium acted as economic advisor in developing the post-privatization business plan. NECA successfully advised AMGA (Italy) and its Bulgarian subsidiary Black Sea Technology Company on acquiring gas distribution licenses for Moesia Region and Dobrudza Region. NECA led the overall bid preparation process, 2004 including coordination of market studies, business plan development, regulatory financial modelling and lobbying and positioning for the client. NECA supported the State Energy and Water Regulatory Commission with pre-transaction advice, analysis of other countries’ experience in gas distribution licensing and 2003 liberalization and prepared a strategy for the retail gas market development as part of the World Bank sponsored project Bulgaria: Development of Natural Gas Networks .

New Europe Corporate Advisory Team Short CVs Mr. Lefkowitz has broad experience in corporate finance, asset management, licensing tenders, real estate development, and private placements, with completed transaction volume in Bulgaria in excess of EUR 120 million. He joined EPIC Bulgaria (now NECA) in 1997, having previously managed a boutique investment research firm. From 2000 to 2003 he served as Director of Nadejda Privatization Fund. Mr. Lefkowitz also served on the Board of Directors of cosmetics leader Alen Mak and was a member of the advisory board of AbC.R.O., Inc., a U.S. pharmaceutical outsourcing firm active in Southeast Europe. Mr. Lefkowitz is currently a member of the advisory board of BREO Select LLC, a developer of boutique hotels in Bulgaria. He is a past President of the American Chamber of Commerce in Bulgaria. Mr. Chorbadjiev is a senior consultant to NECA on energy and infrastructure. Prior to joining NECA and NECP, Mr. Chorbadjiev served as head of RWE’s representative office in Sofia, with extensive involvement in the fields of energy, water, environment and construction. His career includes also a number of senior management positions in Bulgarian enterprises, including Technica and Isotimpex. Mr. Chorbadjiev has advised the Bulgarian government in the field of foreign investments and for total 10 years served as trade representative of the Republic of Bulgaria to Japan and Germany.

Section 3 New Europe Capital Partners Profile, Team

New Europe Capital Partners Company Profile Key Facts, Services, Partners New Europe Capital Partners LLC (NECP) � Newly established company based in the USA � Affiliate of NECA Services � Private equity investments with strategic and financial sponsors � Capital raising services � Real estate advisory � Syndicated equity and debt finance for real estate development in Bulgaria Team � Kenneth Lefkowitz � Ivan Chorbadjiev