Our Presentation

Our Presentation

Hategan Law Officein figures • 8 Years of creative effort in the interest of our clients • 3 Divisions – Consultancy, Litigations and Business Compliance • 5 Departments • M&A and Capital Market • Energy and Mineral Resources • Real Estate and Public Private Partnership • Corporate and Commercial Transactions • Labour and Social Security • 15 Lawyers • 3 Partners • 1 Founding Partner – Attorney Ioana Hategan (Graduated in 1998, Law Faculty within the University of Bucharest, Master in Business Law and Taxation within the University of Mannheim, Germany, 2003)

Hategan Law Officein figures • 1 Headquarters inTimisoara, 1 Branch in Bucharest • 5 Foreign Languages used toprovide our services: English, German, Italian, French, Romanian • 25 counties in which we represented our clients’ interests • 75% international clients • 155 partners in one of the most exclusive network of law firms in the world: Alfa International – Global Legal Network, having one exclusive member in each country

Alfa International – Global Legal Network • ALFA International is a global network of independent business focused law firms which allows them to complete their own expertise and resources with those of other members from more than 60 different countries • Founded in 1980, it is the oldest legal network and one of the largest and strongest worldwide • Advantages for our clients: • geographically comprehensive network of exceptional law firms, thereby avoiding the pitfalls of retaining counsel in unfamiliar jurisdictions • access to an unparalleled collection of seminars, reference materials, and other client-focused programs

Awards received • 2009 – “M&A Law Firm of the Year in Romania” • 2010 – “Energy Law Firm of the Year in Romania” Granted by Corporate International at the Global Awards Gala • 2011 – “Important contribution regarding the attraction of foreign investors in Banat and Transilvania” Granted by the Top Attorneys journal

Locations in Romania where we have represented the interests of our clients

Areas of expertise • M&A and Joint-Venture • Energy • Corporate • Real Estate and PPP • Licences and Approvals • Public Acquisitions • Environmental law, focusing on the energy domain • Labour law

Relevant M&A and Corporate Projects (I) • The approx. 8 million Euro acquisition of the majority share package in a multinational company in the mining industry and the approx. 9 million Euro acquisition of the majority share package in a multinational company in the mining industry, both transactions being performed in record time, including extensive due diligence verifications also regarding the specific authorizations and permits related to the mining domain; • A joint venture between two leading companies in the construction and mining field, amounting just under 1 million Euro • Assistance in corporate restructuring regarding an important surface located on the Western part of the country, of all Romanian subsidiaries of a German group that is active in the agricultural field • Complete commercial assistance of a Czech company, specifically for its Romanian subsidiary, regarding its entire activity, company which is active in the metallurgical industry

Relevant M&A and Corporate Projects (II) • Corporate consultancy and assistance in performing several share capital increase procedures, including by incorporating the reserves or converting the claims, for German and Austrian companies • Assistance in the corporate restructuring procedure for a company active in the mining industry in Targu Jiu • Assistance with the setting-up procedure and commercial & corporate consultancy offered to a subsidiary of a holding having its headquarters in Ciprus, which created a Romanian SPV for agricultural investments in Pitesti • Commercial & corporate assistance for a German company active in the recycling field • Assistance and commercial consultancy for a German group who acquired a company from Cluj county, active in the automotive industry

Significant Real estate, Constructions and PPPProjects (I) • Due diligence verifications for a German company – major player in the agricultural field in the Western part of the country –, requiring an analysis of all its previous real estate issues, followed by a restructuring of all its contracts • Due diligence verifications for one of the most significant Austrian investors in the forestry field, drafting and negotiating sale purchase agreements, which amounted to a total value of 12 Mil. EUR. • Due diligence verifications for purchasing lands and obtaining the required permits in the benefit of an important German company active in the road construction industry, investment which added up to 14 Mil. EUR. • Due diligence verifications intended for purchasing lands, for obtaining permits, authorizations and building approvals, negotiation of the banking contracts, drafting the contracts concluded with the entrepreneurs and suppliers, legal assistance from the moment when the factory’s building project has been implemented until the respective project was finalized and put into function – for a significant German investor that performs its activity in the product packing industry

Significant Real estate, Constructions and PPPProjects (II) • Obtaining, for the first time in Romania, an authorization issued by the Ministry of Culture in the benefit of a Germen entrepreneur renowned worldwide, for the purpose of restoring historical buildings by means of a joint venture partnership with another German company active in the engineering industry; legal consultancy for the application of the FIDIC conditions, as well as drafting the building subcontracts and negotiating the development of one of Timisoara’s most important restoration projectswith the Ministry of Culture • Assistance of an important German company active in the field of industrial building, that concluded a joint venture with a Romanian company, by amending the joint venture contract in order for it to comply with the Romanian legislation in force; offering legal support for the development of each construction stage (drafting contracts and subcontracts, reception for each stage and final reception etc.) • Assistance in creating the legal frame of a joint venture partnership between a German company specialized in supplying products, having the know-how upon the quality parameters applicable for American military bases located in Germany, and a Romanian company representative in the building industry, in order to build a NATO military base; legal support for participating at the auction and amending the support documentation

Relevant Real Estate Projects linked to the Energy Field • Due diligence verifications as well as ongoing legal assistance in order to obtain the necessary construction authorizations for an Irish management company implementing two wind energy projects with an installed power of 300 MW and an investment value of 500 Mil. EUR • Assistance of a German company, consultant and developer in the field of electric energy production from wind, solar, geothermal sources, with ongoing projects in Germany, Italy and France. Our support consisted in performing due diligence verifications, drafting and negotiating the superficies agreement as well as providing legal support in the procedure regarding the necessary authorizations. The investment amounted to approximately 70 Mil. EUR • Legal support for a German company in the development of a wind farm by doing a prior due diligence analysis of the relevant plots as well as restructuring of the legal framework establishing the right of use over the envisaged plots – object of the wind investment (Investment Value 60 Mil. EUR).

Significant Energy Projects (I) • Assistance of a multinational, developer of wind parks and photovoltaic parks in Austria, Bulgaria and Romania, namely in establishing PPP relations with the local authorities in order to implement a wind power park project in Caras-Severin area. Value of the investment 40 Mil. Eur. • Assistance of a German company, consultant and developer in the domain of electric energy production from wind, solar, geothermal sources, having ongoing projects or projects in the start-up phase in Germany, Italy and France. The contribution of our law office consisted in proving legal consultancy for implementing a wind park in Dobrogea area, project that required an investment of approximately 70 Mil. EUR. • Assistance of an Irish management company in implementing two projects having as object the development of a wind park in Vrancea area, having an installed power of 240 MW. The value of the investment amounts up to approximately 450 Mil. EUR.

Significant Energy Projects (II) • Assistance of a German company that produces photovoltaic energy, by negotiating and drafting specific contracts • Assistance of a German multinational company, large consumer, active in the automotive components industry, by negotiating and drafting electric energy supply contracts • Assistance of a Swiss multinational company, large consumer, active in the mining industry, referring to the negotiation of electric energy supply contracts and drafting such contracts • Assistance and due diligence verifications of a Swiss multinational company active in the mining industry, in order for it to take over several companies active in the same industry, and assistance in the licensing procedure

Relevant Banking Finance & Private Equity Projects (I) • Assistance of an Austrian financial group that financed real estate transactions in Romania • Assistance of an Austrian bank having its headquarters in Bucharest, for reviewing its standard credit contract and the mechanism of the ownership right’s retention as contractual guarantee • Assistance of a German investment fund for the purchase of an open company’s shares from Deva • Assistance of a developer of a wind park in order to obtain the financing for an SPV and the subsequent financing needed for the development of a wind park in Moldova having a power of 380 MW

Relevant Banking Finance & Private Equity Projects (II) • Assistance of a group of Austrian investors for the negotiation of financing contracts having as object the purchasing of agricultural lands in Romania • Assistance of an Austrian group that purchases forest lands in Romania, for ensuring the market mechanism applicable to the price payment operation by means of the escrow mechanism • Legal consultancy for a Swiss company regarding the capital market issues

Significant Insolvency Projects (I) • Administrating a portfolio of over 20 Mil. EUR. in regard to the insolvency procedures to which approximately 20 debtors from all over the country were submitted, for one of the most important leasing company from South of Germany • Participating in different restructuring and insolvency procedures, in the benefit of a German company active in the steel industry, that has its headquarters in the Czech Republic • Assistance and representation of a German company in the insolvency procedure, company that distributes equipments used in the construction industry in order to urgently recover the equipments which were in the possession of the insolvent debtor and also negotiated the taking over conditions, respectively the conditions for continuing the contracts with the judicial trustee

Significant Insolvency Projects (II) • Creating protection mechanisms for potential insolvency cases, in order for them to be inserted in the frame-contracts of distribution, for a company that produces building materials • Representing a company whose object of activity is the road construction, for recovering the debts from its insolvent debtors and starting the legal procedures required for the responsible administrators to be held liable • Assistance of a company active in the building industry within the insolvency procedure, monitoring the procedural steps and drafting petitions in the name of the creditors’ committee with the scope of holding responsible the culpable administrators • Assistance and representation of a German company that distributes steel components used in constructions, in the context of its debtors’ reorganization

Significant Labor and Social Security Projects (I) • Assistance of a German multinational company that performs its activity in Timisoara, in the automotive industry, in respect to the collective dismissal procedures of a number of over 300 employees • Assistance of a German multinational company active in the furniture production industry, having its headquarters in Satu Mare, by drafting and negotiating with the representative union the applicable collective labour contract • Assistance of a German multinational company producing auto components, by drafting individual labour contracts, developing labour relationships with the employees and drafting documents that fall under the provisions of the collective labour law • Assistance of a German multinational company intensely active on the Romanian market in the retail industry, namely in the food industry from Sibiu, by drafting the documents needed in order to end the labour relationships established at the top management level

Significant Labor and Social Security Projects (II) • Assistance of a German multinational company active in the industry of producing and marketing technical solutions for securing the governmental institutions and for national security, by drafting the individual labour contracts and developing labour relationships with the employees • Assistance of a French auto components producer, by drafting all the necessary documents an developing labour relationships with the employees originated from other states of the EU • Assistance of a German multinational company located in Cluj, part of an American group active in the industry of renting moulds, framings, equipments and installations, by negotiating and drafting the documents needed for starting the labour relationships at the top management level • Assistance of a leading worldwide industrial services company, when implementing its Code of Conduct within the Romanian branch

Hategan Litigations (I) • Hategan Litigations is the result of unceasing efforts in our clients’ benefit, for over 6 years, which has materialized in advocating their interests with the competent courts nationwide • The support we offer our clients includes the objective and realistic analysis and approach of the presented case, pursued by the identification of the most efficient and adequate strategies which could lead to favourable court resolutions or settlements in the shortest time possible • The separation of the litigation division occurred naturally as a necessity, developing into a distinct Division of Law Office Hategan – Hategan Litigations – in order to respond without delay to the constantly increasing and more complex requests of our clients

Hategan Litigations (II) • Hategan Litigations offers key proficiency and expertise in the following legal practice areas: • Real Estate and Constructions • Insolvency • Public Acquisitions • Administrative and Fiscal Contentious • Corporate Commercial • Labour and Social Security

Significant Dispute Resolution Projects (I) • Successful representation of an Austrian multinational company in the procedure of VAT reimbursement from the Romanian state – value: 300.000 Euros • Legal representation of a German multinational automotive company in a lawsuit against the Romanian fiscal authority, having as object the transfer pricing, with the result of the annulment of the tax assessment and refund of the maid tax payment – value: approx. 1 million Euros • Representation of a Belgian company, active in the field of cement production, in a procedure regarding some controversial aspects referring to the application and implementation by the European Court of Justice of the European legal provisions relating to the transfer of a part of a company together with the employees

Significant Dispute Resolution Projects (II) • Representation of a French company, active in the field of metal production, in numerous labor law related disciplinary proceedings against several of their employees and judicial ascertainment of the lack of representation capacity of the existing labor union in the negotiation of the company collective labor agreement • Judicial prosecution of the manager of several insolvent companies for the purpose of recovering the outstanding claims of a German multinational company – producer of steel components • Legal representation of a German company, active in the footwear field, in a procedure regarding the recovering of a debt and in a claim for recovery of goods – value: approx. 1 million Euros • Representation of a German joint venture, operating in the field of rehabilitation of historic buildings, in various construction law disputes

Anticorruption and Compliance in Business Ethics • In the context of the development of this area at an European level, our law office adapted to the needs of the multinationals represented by us, offering assistance in respect to legal compliance and business ethics issues • In order to provide such professional services, we created within our organization a Confidential Consultancy Office, premises of performing activities specific to a Compliance Program, in the same conditions as this type of program applies in any other European countries • Our experience in business consultancy in various practice areas, as well as in different industry areas, allows us to recognize the mechanisms that may lead to behaviors which are not according to the legal provisions, that negatively affect a company’s image, and thus we support our clients in implementing ethics practices in business and compliance.

Significant Compliance Projects • Significant for the activity of the Hategan Compliance division within our law office is the fact that two of the most important German retailers which perform their business in Romania have requested our collaboration in complex programs of this type. • We have counseled an important German automobile, motorcycle and engine manufacturing company in its intention to implement a compliance project for its subsidiary in Romania

Relevant Data Protection Projects • Another important area that must be supported by legal actions is the performing of formalities applicable for data protection, legal area with significant impact on the multinational companies • One of the main actions performed by our office resulted from the request of a multinational company performing its activity in the IT field in Bucharest, part of a group that transfers data regarding its employees in Hungary and afterwards in the USA • Another significant project performed by us, was the assistance and consultancy in this field offered to a German automobile manufacturing company.

We look forward to seeing you in our office! Hategan Law Office Managing Partner Ioana Hategan Str. Ady Endre 11 300175 Timisoara România Tel: +40-256-430454 Fax: +40-256-436516 E-Mail: ioana.hategan@hategan.ro Web: www.hategan.ro

Our Presentation