Sonja Hebenstreit. Christoph Herbst. Philipp Kinsky. Gerald Schachner. Wolfgang Schwackhöfer. Mario Steinkellner. Christof Strasser.

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2 PARTNERS Sonja Hebenstreit Christoph Herbst Philipp Kinsky Gerald Schachner Wolfgang Schwackhöfer Mario Steinkellner Christof Strasser Philipp Strasser Christian Tuscher Karl Ludwig Vavrovsky Nikolaus Vavrovsky Christoph Wildmoser Jürgen Zouplna

3 FIRM OVERVIEW Herbst Vavrovsky Kinsky, founded in 2005, has become one of Austria s leading law firms. In less than a decade, we have earned a reputation for providing the highest quality legal advice and representation to our clients. We specialize in matters that require extensive experience, a high level of sophistication and individual attention by our partners. Our firm consistently ranks at or near the top of the market in each of our core practice areas. And we are just getting started. In 2005, our founding partners combined their talents to create a new type of law firm, built on an ethic of hard work, commitment and quality that has nurtured the firm s dynamic growth. Yet we are not, and never will be, the largest Austrian firm measured by number of lawyers. We operate at a ratio of partners to associates far above that of our major competitors, and matters undertaken by our firm receive the direct personal attention of partners having expertise and sophistication with respect to these issues. Our success is the result of the quality of our lawyers. From its inception, our firm has strived to develop the most broadly and deeply trained collection of attorneys. We accomplish this by hiring only exceptional law students who participate in our unique training system: rather than having our associates specialize early on, we make every effort to ensure that each of our team members works on a broad range of transactions. We believe that the experience our attorneys have makes them well-rounded counselors to our clients. The result are attorneys with diverse areas of knowledge and extraordinary professional judgment.

4 BEST BANKING AND BEST FINANCE BANKING TEAM AND (AUSTRIA) FINANCE TEAM (AUSTRIA) World Finance Legal Awards, 2009 World Finance Legal Awards, Our attorneys experience with major Austrian and international companies has enabled them to develop an extremely broad-based practice. Working closely with these clients, we advise on and help structure their mergers and acquisitions and financing transactions. Whether they intend to make an acquisition, divest themselves of an asset, raise capital through an offering or other form of financing or face a situation involving complex governance issues, these companies and their board of directors turn to our partners to handle their most significant legal matters. Including during their tenure at other firms, our attorneys have advised the following clients: 3i Group plc American International Group, Inc. Atlas Venture BMW Heye Group Coface Constantia Packaging AG Commerzbank AG CSX Corporation CVC Erste Group Bank AG EVN AG GlaxoSmithKline Goldman, Sachs & Co. Intel Corporation Kapsch Group KKR Lazard Frères Lilly Lone Star Funds Merrill Lynch & Co. Novartis Petrus Advisers Raiffeisen Centrobank AG Raiffeisen-Holding NÖ-Wien Rhône Capital Royal Philips Electronics Time Warner Inc. Tiwag Netz AG TXU UBS AG Uniqa Versicherungen AG VAMED AG Vorarlberger Illwerke AG 2

5 STELLAR TRANSACTIONAL BEST BANKING PRACTICE AND STRONG BASIS FINANCE ACADEMICA TEAM (AUSTRIA) EXCEPTIONAL M&A BOUTIQUE THE PREMIER AUSTRIAN FIRM World Finance Legal Awards, 2009 Our Vision. INTERNATIONAL REACH BEST FRIENDS NETWORK Through our best friends network of leading international law firms, we are able to provide highly integrated legal services throughout Central and Eastern Europe. Instead of opening our own offices abroad, we have consciously decided to save on the overhead and maintain our flexibility to staff on each matter the best attorneys from the location that makes sense. The locations of the law firms in our best friends network reflect our firm s strategy to be present in key business centers throughout Central and Eastern Europe from which our clients run their transactions. Our selective approach to admitting new law firms into our network enables us to practically work as one firm, adhering to the same culture and maintaining our standard of excellence in all cross-border matters. Our current best friends are leading law firms in the following CEE-countries: Albania Bosnia and Herzegovina Bulgaria Croatia Czech Republic Hungary Latvia Lithuania Poland Romania Russia Slovakia Slovenia Serbia Ukraine Through our best friends network, we offer our clients the expertise of more than 350 attorneys specializing in all areas of transactional law with experience throughout Central and Eastern Europe. 3

6 BANKING & CAPITAL MARKETS, FINANCIAL INSTITUTIONS Our transactional team provides the full scope of legal services to financial institutions, including commercial and investment banks, insurance companies, public and private pension funds, leveraged buyout sponsors, hedge funds, and other institutional lenders and investors. A host of leading financial institutions active in Austria and the CEE turn to us for their most challenging business matters and our attorneys have played a leading role in Austrian and CEE-related transactions spurred by the global credit and financial crisis. Our firm represents major Austrian and European corporations and financial institutions in a variety of lending transactions, including complex securitizations, investment grade and non-investment grade credit facilities, acquisition and project financings as well as debt restructurings. As a result of their international experience, our lawyers have a sophisticated understanding of the financial sector, and can offer our clients tailored and efficient representation and strategic advice. SOLUTION-ORIENTED FLEXIBILITY AND EXPERIENCE BEST BANKING AND FINANCE TEAM (AUSTRIA) World Finance Legal Awards, 2009 HIGH-LEVEL BANKING AND CORPORATE FINANCE MATTERS FOR BORROWERS, ISSUERS AND LENDERS Chambers Europe, We are a recognized leader in Austrian capital markets transactions and often participate in complex crossborder offerings, including equity, equity-linked, debt and high-yield offerings. Our advice covers all phases of capital markets transactions, including corporate reorganizations, governance advice and tax planning in anticipation of securities offerings, product development for bankers, advice on offering procedures, preparation of offering documentation, regulatory advice as well as drafting and negotiation of all transaction documents. Our capital markets team regularly represents issuers and underwriters in these types of transactions and therefore believes it has a unique understanding of the needs of both. Our attorneys have served as issuer's counsel for many of our corporate clients and as underwriters' counsel for major investment banking firms, including Erste Group Bank AG, Deutsche Bank, Goldman Sachs, Merrill Lynch & Co., Raiffeisen Zentralbank Österreich AG and UBS AG. 4

7 Including during their tenure at other firms, our attorneys have been involved in many significant matters in recent years, including the following: CONSTANTIA PRIVATBANK AG Advisor to a buyer consortium in the acquisition of Constantia Privatbank AG CONSTANTIA PACKAGING AG Advisor to the company on a 200 million refinancing facility and a 250 million hybrid bond issuance HYPO REAL ESTATE GROUP Advisor to a consortium of financial institutions participating in a 50 billion liquidity facility for Hypo Real Estate Group, which remains today the largest partially government-guaranteed lending facility for a German banking institution UNIQA VERSICHERUNG AG Advisor to the company on a 460 million refinancing facility granted by a consortium led by Raiffeisen Zentralbank Österreich AG to Rasperia Limited owned by Oleg Deripaska COMMERZBANK AG Advisor to the company on the financing of commercial aircrafts for NIKI Luftfahrt GmbH GOLDMAN, SACHS & CO. Advisor to Goldman, Sachs & Co. as underwriter in various private and public securities offerings as well as in connection with the structuring and issuance of REIT preferreds, hybrid capital securities and convertible securities Kapsch TrafficCom AG Adviser to the Joint Lead Managers Erste Bank und Sal. Oppenheim on the IPO of Kapsch TraffiCom AG consisting of a global public offering in Austria and an offering to institutional investors in Europe HYPO INVESTMENTBANK AG Advisor to the company on a 935 million refinancing facility granted by HYPO Investmentbank AG as lead arranger to a holding company for major Austrian blue chips and guaranteed by Land Niederösterreich FIRST REPUBLIC BANK Advisor to Merrill Lynch & Co. in its $1.8 billion-acquisition of First Republic Bank SOCIÉTÉ GÉNÉRALE AND NORDDEUTSCHE LANDESBANK Advisor to the company on the Austrian security package in connection with the financing of locomotives STRABAG SE Advisor to the selling shareholders Raiffeisen-Holding Group and UNIQA-Group on the billion initial public offering of the company 5

8 CORPORATE, M&A Our firm s corporate and M&A group acts for a variety of international and domestic corporations and financial institutions in the areas of mergers and acquisitions, private equity, real estate, reorganizations and insolvency, and corporate governance matters. The group advises clients with respect to their largest and most visible mergers and acquisitions, and advises smaller companies whose transactions may involve smaller euro amounts but, for them, represent extraordinary strategic value. Our lawyers international experience and our best friends network of leading international law firms reflect our ability to seamlessly and successfully handle both domestic and crossborder matters in Austria and Central and Eastern Europe. EXPERT KNOWLEDGE IMPRESSIVE CLIENTS BEST BANKING AND FINANCE TEAM (AUSTRIA) World Finance Legal Awards, 2009 WORKING TO CLIENTS FULLEST SATISFACTION Legal 500, We regularly advise clients on public and private takeovers, friendly and hostile transactions, privatizations, leveraged buyouts, fund formation, cross-border transactions, consortia arrangements, joint ventures and strategic alliances, acquisition financings and venture capital investments. We also represent corporations, investors and private individuals in real estate investment and development projects across Austria and Central and Eastern Europe. Our firm has a long-standing reputation as a leading provider of strategic advice in complex corporate reorganizations and restructurings and has been involved in the resolution of many of Austria s largest bankruptcies. Our attorneys are regularly approached by clients for their most sensitive corporate governance advice. Our governance experts view themselves not only as lawyers, but as counsellors to their clients, knowing that effective governance is based not only on a profound understanding of the rules, but also on sophisticated situational wisdom. Accordingly, our goal is not to tell executives what to do, but rather to help define the framework, in which they can exercise their best business judgment. Including during their tenure at other firms, out attorneys advised, among others, on the following transactions: TXU Advisor to the company in its $45 billion acquisition by an investor consortium led by Kohlberg Kravis Roberts & Co. and Texas Pacific Group, which remains today the largest private equity transaction ever 6

9 A MAJOR U.S. INFRASTRUCTURE COMPANY Advisor to the company in its proxy contest with activist shareholders KKR PRIVATE EQUITY INVESTORS, L.P. Advisor to the independent directors of KKR Private Equity Investors, L.P. in its combination transaction with KKR & Co. L.P. TIME WARNER INC. Advisor to Time Warner Inc. in its separation from Time Warner Cable CONSTANTIA PACKAGING AG Advisor to the company in its pending public takeover by One Equity Partner GOLDEN GATE CAPITAL Advisor to the company on the acquisition of the wireline communication business from Infinion AG UNIQA BETEILIGUNGS-HOLDING GMBH Advisor to UNIQA in the acquisition of Rumanian UNITA Vienna Insurance Group S.A. CONSTANTIA PACKAGING AG Advisor to the company in its acquisition of Austria Metall Aktiengesellschaft and in its investment in Durapack AG LEAD EQUITIES MITTELSTANDSFINANZIERUNGS AG Advisor to the company in the sale of Eisen Wagner GmbH to ArcelorMittal PERUSA PARTNERS MANAGEMENT LIMITED Advisor to Perusa Partners Management Limited in the acquisition of Buderus group's casting business 3i Advisor to the company in its investment in and strategic partnership with Mold Masters Group PRIMONDO GMBH Advisor to the company, subsidiary of Arcandor AG (formerly KarstadtQuelle AG), in the sale of Neckermann Versand Österreich AG KAPSCH GROUP Advisor to the company in the sale of a software business unit to German Teles AG and the acquisition of Getronics Austria, Czech Republic, Slovakia and Poland CVC CAPITAL PARTNERS Advisor to CVC Capital Partners in the intended public takeover of Böhler-Uddeholm AG 7

10 INTELLECTUAL PROPERTY, IT We represent our clients' interests in a wide range of intellectual property disputes. Our lawyers' technical knowledge and extensive litigation experience permits us to distill complicated concepts into concise legal arguments and powerful themes that we effectively communicate to judges, arbitrators and administrative tribunals. Our firm also offers expertise in drafting and negotiating patent applications and licensing agreements, and advises on a variety of IP- and IT-related matters, such as data protection, e-commerce and telecommunications law. WELL-RESPECTED BEST BANKING AND FINANCE TEAM (AUSTRIA) RELIABLE, COOL-HEADED AND COMMITTED World Finance Legal Awards, 2009 BUSINESS-ORIENTED & HANDS-ON APPROACH Chambers Global, LITIGATION, ARBITRATION, ALTERNATIVE DISPUTE RESOLUTION Our firm's team of trial and appellate lawyers are experts at resolving disputes any type of dispute. Whether through litigation, arbitration, mediation or negotiation, in Austria or internationally: we have the ability to lead to successful conclusion any type of dispute in any industry for plaintiffs or defendants. We treat every case from the start as though it were to be taken to trial, emphasizing a careful, relentless, systematic development of the factual record. If we conclude that a settlement is in our client s best interest, we will recommend it. If a case should go to trial, we will take it to trial. Everything we do for our clients is intended to advance their interests while helping them evaluate the costs, benefits and risks of litigation. In domestic and international cases, we have put our reputation and our success as advocates and as arbitrators to the test. MERGER CONTROL, COMPETITION Our antitrust team has extensive experience representing clients of all industries in merger control proceedings before the Austrian Federal Competition Authority and the EC Commission. In close cooperation with our partner firms in other jurisdictions, we support our clients by planning, coordinating and carrying out domestic and European merger and acquisition transactions. Additionally, our firm offers tailored legal and strategic business advice in a variety of competition and antitrust matters. 8

11 PUBLIC LAW Our attorneys have particular expertise in certain areas of public law, including electricity law, environmental law, government liability and European Community law. Additionally, our firm offers advice in a wide range of public procurement matters and has been involved in significant public private partnerships, including the construction of hospitals. We also have experience representing individuals in white collar criminal law matters in the financial industry. REAL ESTATE We advise clients on a broad range of real estate matters. From mergers and acquisitions for commercial real estate and hotel companies, to the purchase, sale and refinancing of large office buildings, industrial properties and shopping centers, our attorneys have many years of experiences in the Austrian and CEE real estate marketplace. In addition, we represent domestic and foreign clients on secured lending transactions, public and private securities offerings, project financings and developments, bankruptcies and restructurings that contain significant real estate components. TAX Our team of taxation experts enables our Austrian and international clients to minimise tax exposure and achieve their business objectives while complying with the maze of Austrian and international tax rules. We offer advice on the full range of tax issues, including corporate, VAT, stamp duties and other specialist areas. We advise clients on all matters of Austrian and international tax law, including with respect to financial products, corporate and commercial transactions, complex restructurings and employee incentive schemes. We offer tax optimization advice for charitable foundations and other non-profit organizations. 9

12 CONTACT DR. CHRISTIAN TUSCHER, LL.M. Christian Tuscher became a partner in He has extensive experience in wide range of IP- and IT related matters, private equity (venture capital) transactions, mergers and acquisitions as well as contractual drafting and negotiation for both domestic and international institutions, corporations and private equity clients. He also regularly represents technology-related clients more generally in corporate governance and industy-regulatory matters. Selected representations include: Intel Corporation with regard to the licensing of proprietary (patented) chip technologies from a leading Austrian provider UPC Telekabel Wien GmbH in its acquisition of DSL-unbundling company INODE and other contractual matters and litigation proceedings Kapsch Group in the sale of its software communication business to Teles AG ATLAS Venture Fund and GlaxoSmithKline s healthcare venture capital fund in a financing of ProtAffin AG Hutchison 3g Austria GmbH on their acquisition of mobile radion sited from T-Mobile Austria GmbH UNIQA in the acquisition of Rumanian UNITA Vienna Insurance Group S.A. The buyer consortium, including the Haselsteiner investment group, in the pending acquisition of Constantia Privatbank AG Global Environmental Consulting and Earth Oil Service GmbH on their acquisition of numerous hydrocarbon technologies from US as well as middle east oil and gas corporations LGM Ltd on their acquisition of numerous hydrocarbon technologies from US as well as middle east oil and gas corporations Technet B.V. on their litigation proceedings with Siemens Aktiengesellschaft 10

13 Mr. Tuscher s experience, in addition to the transactions listed above, includes representing Miracor Medical Systems GmbH, SimVis GmbH and various other companies in the early- or expansion phase on contractual issues with regard to software licensing including regulatory proceedings and data protection as well as provision of general legal advise with regard to intellectual property law, including but not limited to patent law, copyright law, trade mark law and data protection law. Mr. Tuscher was born in Graz, Austria, and studied law in Graz and Vienna, Austria. He received a Mag. Iur. in 2004 and a Dr. Iur. in 2007 from the University of Graz, and an LL.M. from the Vienna University in Prior to joining Herbst Vavrovsky Kinsky, he was an associate in the IP/IT as well as corporate department of Freshfields Bruchhaus Deringer LLP in Vienna and an articling student with Dale and Lessmann LLP in Toronto. 11