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LÁNCHIDI & PARTNERS LAW FIRM

1. What we offer -

unique professional experience gained at leading international law firms service and work culture of top international quality commercial and solution-oriented approach personalized attention to clients’ needs independence competitive fees

2. Lánchidi & Partners Lánchidi & Partners is a new player in the Hungarian market; an independent boutique law firm providing professional legal services matching those of top international laws firms. As a boutique law firm we focus primarily on mergers and acquisitions (M&A), securities law, real estate law, bankruptcy law, restructuring and private equity transactions, in addition to our general legal experience in other areas of commercial (business) law. The firm also has significant litigation and claims/collateral enforcement experience. The lawyers of Lánchidi & Partners have represented and currently represent numerous Hungarian and foreign institutional clients such as KBC, MVM, Deutsche Telekom, Budapest Airport, Valeo, Diageo, RÁBA, Bank of New York Mellon, OTP Bank, General Motors, Lehman Brothers, Rockspring Property Investments, EMI Group Limited, Infocenter Group, Sláger Rádió, Global Environment Fund, and certain governmental organizations in a wide variety of matters, including commercial contractual matters, media law, real estate law, litigation, claims/collateral enforcement, as well as general corporate and commercial matters. The firm currently has six lawyers and one trainee lawyer. In addition, the firm has entered into agreements with a number of independent lawyers whose services we utilize from time to time in certain specialized areas. With this background, the firm is able to efficiently mobilise a team of experienced, motivated and highly proficient attorneys capable of handling large and complex transactions and matters. The training of our colleagues is very important to our firm and enables us to be up to date at all times with the latest international and Hungarian transactional and commercial legal practices. With this professional attitude, our firm provides the highest quality services reaching, or even exceeding those provided by leading international law firms. 3. Fields of expertise Our firm is specialized in the below fields of expertise: Corporate, commercial matters -

general corporate law establishment, transformation, restructuring, termination of companies

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joint ventures, JV agreements, shareholders’ and quotaholders’ agreements sale and purchase of companies (M&A) asset sale and purchase transactions commercial contracts

Securities law, PSZÁF -

legal advice in connection with securities matters regarding public takeovers (representation of the offeror or the issuer, defence in case of hostile takeover offers) Hungarian Financial Supervisory Authority (PSZÁF) procedures

Bankruptcy law, corporate restructuring -

preparation, initiation of bankruptcy and liquidation procedures, representation of the affected parties (creditors, debtors, executive officers or other affected parties) in the course of the procedure legal advice to bankrupt companies/company groups or companies/company groups threatened with bankruptcy

Real estate matters -

complex real estate sale and purchase transactions of significant value matters involving the lease / operation of real estate matters involving real estate collateral

Litigation, legal disputes -

legal advice regarding suspicious claims, e.g. preparation of collateral enforcement, preparation of strategy and law enforcement legal advice regarding collateral enforcement claims collection matters involving statutory (court) enforcement procedures press rectification claims and other media-related litigation

Labour law -

legal advice regarding share option and other employee incentive programs executive and other employment agreements matters involving collective agreements labour law disputes

Please find the detailed experience of our lawyers in the above fields in the attached CVs. 4. Proposed team for HVCA members and portfolio companies The team proposed for private equity related transactions and matters would consist of the following lawyers:

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The founder of the firm, István Lánchidi, has more than 16 years of professional experience in the focus areas of the firm gained in senior positions with leading international law firms (Clifford Chance, Weil, Gotshal & Manges LLP). István has represented domestic and international clients and led teams of lawyers in numerous M&A, restructuring, private equity, capital markets and other complex commercial law-related transactions both in Hungary and across the region. The total value of such transactions exceeds EUR 9 billion. András Lovretity has more than 10 years of professional experience gained mostly primarily with the Budapest office of Clifford Chance, where he worked primarily in M&A, restructuring and private equity transactions. András also has significant experience in litigation and labour law related matters. Daniella Szabó has more than 10 years of professional experience gained primarily with the Budapest office of Clifford Chance, where she worked largely in real estate, M&A and restructuring transactions. Daniella also has significant experience in public procurement procedures and competition law related matters. Júlia Várkonyi has more than 3 years of professional experience gained at Weil, Gotshal & Manges LLP, where she worked largely in M&A and private equity transactions. Julia was also involved in some of the region’s most high-profile litigation matters, and she also has experience in matters related to judicial enforcement procedures. For your information, please find attached the CVs of the above lawyers. The associates above would be assisted by trainees, as required. 5. Independence Our firm is not part of any multinational network or international law firm. Because of this we can act absolutely independently in providing services to our clients, utilizing our experience to the full, and we do not have to take the commercial and other interests of any decision or profit centre into consideration. ***

Thank you for taking the time to review our introductory material. Sincerely yours, István Lánchidi LÁNCHIDI & PARTNERS LAW FIRM

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István Lánchidi

Mergers & Acquisitions Real Estate Bankruptcy and Corporate Restructuring General Corporate Litigation (commercial) István Lánchidi has more than 16 years of experience specializing in private equity, mergers & acquisitions (M&A), equity securities transactions, capital markets and corporate matters, as well as commercial litigation. István has represented Hungarian and international corporate clients from a wide range of business sectors across his practice areas. Within his M&A practice, István has advised on matters involving complex M&A and asset purchase transactions (including the largest privatisation deal in Hungary to date, the sale of Budapest Airport with a deal value of over EUR 1.6 billion) and deal structures, distressed debt acquisitions, cross-border transactions, competition clearance procedures, multi-jurisdictional transactions and post-completion disputes. István’s clients in this field have spanned the financial, energy, telecommunications, technology, media, pharmaceutical, construction and aviation sectors. He has been involved in some of the largest acquisitions in the region and has represented, among others, MVM in relation to a due diligence review of three MVM group member companies; Beijing Sevenstar - a Chinese joint-venture project concerning the acquisition of environmental technology; Infocenter.hu - a Hungarian-Danish media investment enterprise; Visioners Kft.; Mid Europa Partners - a leading regional private equity firm; Rockspring Property Investment Managers - a spin-off of Prudential; The Bank of New York Mellon in relation to structuring and licensing its GDR programs in Hungary with PSZÁF; Rabobank in relation to the transfer of its portfolio to ERSTE; Deutsche Telekom in relation to the acquisition of Westel shares; and Teledenmark in relation to the sale of its stake in Pannon GSM to Telenor. István also represented General Motors in connection with the Hungarian aspects of its Chapter 11 procedures. István currently represents Rába in connection with the public takeover regarding the company and other matters. Within his private equity practice, István has been involved in some of the largest and most complex private equity transactions in the CEE region and has advised on matters involving acquisitions and intra-group restructurings. He numbers among his private equity clients some of the largest and most important names in this practice area, including Terra Firma Capital Partners; Maltby Capital; EMI Group; Global Environment Fund - a U.S.-based private equity fund specializing in environment-related investments; and GE Equity.

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István is ranked as a leading lawyer for M&A and an ‘Up and Coming’ lawyer for Capital Markets by Chambers Global, which describes him as having “impressive expertise in M&A matters” and “appreciated for his solid corporate skills.” His “technical prowess and diligent approach” is also cited. He is ranked as a leading lawyer for corporate/M&A by PLC Which Lawyer? Prior to establishing Lánchidi & Partners in 2011, István worked for the Budapest offices of Weil, Gotshal & Manges and Clifford Chance. He has advised a number of multinational corporate clients on matters related to privatization, public takeovers, and capital markets transactions, and has also been responsible for structuring transactions and drafting complex documents. He has been responsible for the coordination of teams of attorneys working on a large number of matters. István was a board member of the Hungarian Venture Capital Association (HVCA) between 2002 and 2006 and is currently a member of the T.M.C. Asser Alumni Society. István is fluent in English in addition to his native Hungarian. Education University of Groningen, the Netherlands (Certificate, European Law and Polemology, 1992) University of Maastricht, the Netherlands (Certificate, European Law Studies, 1993) T.M.C. Asser Institute, the Netherlands (Certificate, European Trade Law, 1995) Eötvös Loránd University, Hungary (J.D., 1995) Various professional courses between 2000 and 2007 at the Clifford Chance Academy, Amsterdam.

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András Lovretity

Labour Law Mergers & Acquisitions General Corporate Real Estate Commercial Law András Lovretity has more than 10 years of professional experience gained primarily with the Budapest office of Clifford Chance, where he worked on high profile transactions. András has worked on a number of complex matters, including the representation of domestic and foreign institutional clients in cross-border transactions, such as M&A, private equity transactions, general corporate law, real estate law, insurance law, public procurement law and commercial law-related matters. András has represented clients such as Budapest Airport Zrt. in connection with its real estate development, lease and outsourcing projects; Greenergy, in connection with the restructuring of the Greenergy group and in the course of the acquisition of a 9MW power plant; Siemens AG in connection with the acquisition of its Hungarian distributor and the approval thereof by the competition authority; RWE in connection with the privatization of the local water utility; Suez, Infineon, Valeo, and Diageo in connection with the introduction of its employee shareholder program in Hungary; E-Star Nyrt. in connection with the introduction of its share option program; Renomia, a.s. in connection with its insurance broker supervision (labour law and commercial) matters; FKF in connection with its landfill development project; as well as Budapest Airport, Dunaferr, Postabank and MOL in connection with the privatization of its gas business. András is fluent in English and fair in German and French in addition to his native Hungarian. Education Eötvös Loránd University, Győr (J.D., 2001)

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Daniella Szabó

Public Procurement Real Estate Mergers & Acquisitions General Corporate Competition Law Daniella Szabó has more than 10 years of professional experience gained primarily with the Budapest office of Clifford Chance, where she worked on high profile transactions. Daniella worked on a number of complex matters, including the representation of domestic and foreign institutional clients in cross-border transactions, such as M&A, corporate law, real estate law, public procurement law and competition law. Daniella has been involved in numerous major transactions and has represented clients such as Nemzeti Tankönyvkiadó, Antenna Hungária, PanTel/Hungarotel, Takko Fashion and S.C. Johnson in consumer protection matters, BAUMAG Cooperative in connection with its liquidation, Diego, Főzelékfaló and KA International in connection with the setting-up of its franchise network, as well as Thales in connection with its public procurement procedures. Daniella represented the Hungarian Franchise Association in the Legal Committee of the European Franchise Federation. Daniella is fluent in English and Italian in addition to her native Hungarian. Education Eötvös Loránd University, Institute of Post-graduate Studies, Budapest (diploma: Commercial lawyer, 2006) Universita degli Studi Di Milano Bicocca, faculty of law, Italy (2001-2002) Eötvös Loránd University, Budapest (J.D., 2001)

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Dr. Várkonyi Júlia

Mergers & Acquisitions Private Equity General Corporate Real Estate Media Law Litigation Júlia Várkonyi has more than three years of relevant legal experience and expertise gained while working on high profile transactions at the Budapest office of Weil, Gotshal & Manges LLP. Júlia worked on a number of complex assignments, including advising large domestic and foreign institutional clients on a variety of cross-border transactions, e.g., M&A, private equity, general civil law, corporate law, media law, real estate and litigation matters. Júlia has been involved in numerous major transactions and has represented, among others, the Emmis Group as a bidder in the National Radio Frequency Tender for the former radio frequency of Sláger Rádió; Rockspring Property Investment Managers in the sale of the Bank Centre Office Building; and General Motors in connection with the Hungarian aspects of its Chapter 11 procedures. Júlia also has particular experience in arbitration matters as well as litigation prevention. She has provided legal advice concerning a range of complex liability issues for a variety of clients including Global Environment Fund - a U.S.-based private equity fund specializing in environment-related investments; Magyar Telekom - Hungary’s largest telecommunications company; Energy Finance Team and Birdlife Hungary - Hungary's largest and oldest nature conservation association. Prior to joining Lánchidi & Partners Law Firm, Júlia also worked at a smaller Hungarian law firm. Her tasks included, among other things, drafting software use and commercial agreements, legal advice on data protection, labour law matters and drafting relevant documentation, representation of clients in litigation matters, as well as drafting general terms and conditions. Júlia is fluent in English, German and French in addition to her native Hungarian. Education Erasmus scholarship, Heidelberg (2005-2006) Eötvös Loránd University, Budapest (J.D., 2008)

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