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Rothschild Presentation2008 (PowerPoint)

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Rothschild Presentation




abc
                            Worldwide reputation for excellence

                                                                                                                                                                         Global perspective and scale

                                                                                                                                                                           800 advisory bankers worldwide
                                                                                                                                                                            – 550 bankers in Europe including
                                                                                                                                                                              CEE and Russia
                                                                                                                                                                            – 140 in US and Canada
                                                                                                                                                                            – 75 in Asia
                                                                                                                                                                            – 25 in Australia
                                                                                                                                                                            – 20 in Latin America
                                                                         Stockholm
                                                                  Copenhagen                        Moscow                                                                 40 offices in 31 countries
                                                           Manchester
                                                                            Leeds
                                                                       Stockholm           Warsaw                                                                          Dedicated sector teams providing in-
                                                          Birmingham
                                                                  Copenhagen              Moscow
                                                                                   Frankfurt
                                                                    London
                                                             Manchester
                                                            Birmingham
                                                                        Leeds Paris
                                                                                  Warsaw                                                                                    depth industry expertise
                                                                   London    Frankfurt
                                 Montreal                                 Paris    Milan
              Toronto
                              Toronto
                                            Montreal             Madrid      Milan            Istanbul
                                 New York                                  Rome
                                                                 Madrid Rome         Istanbul
                                        New York            Lisbon
                                                              Lisbon               Athens Athens                  Beijing            Seoul     Beijing              Seoul
              WashingtonWashington
                                                                                                                                         Tokyo                                Tokyo
                                                                                                                  Shanghai
                                                                                                                                                 Shanghai
                                                                                  Abu Dhabi    Dubai
                                                                                                                               Hong Kong
                Mexico City                                                                    Abu Dhabi
                                                                                               Mumbai         Dubai
                                                                                                                                  Manila                     Hong Kong
                                                                                                                                                                         Breadth
Mexico City                                                                                                    Mumbai Lumpur
                                                                                                                  Kuala
                                                                                                                                                                         Rank
                                 Bogota                                                                                                                          Manila by value       2001 2002 2003 2004 2005 2006
                                                                                                           Singapore
                                                                                                                                                                         Europe          4    1   2    1    3    5
                                                                                                              Jakarta                            Kuala Lumpur
                  Bogota          Lima                                                                                                                                   UK              3     1    4    1   2     2
                                                                                                                                     Singapore
                                                                                                                                                                         France          1     1    1    1   2     2
                                                          Sao Paulo
                                                                                   Johannesburg                                            Jakarta                       Italy           4     1    3    6   1     2
                                 Santiago                                                                              Perth
                    Lima                                                                                                                       Sydney                    Germany         7     6    2    5   8     8
                                                                                                                                 Melbourne
                                                                                                                                                                         Worldwide      10     10   10   8   10   11
                                                       Sao Paulo                                                                                                      Source Thomson Financial, Dealogic, MergerMarket
                                                                                              Johannesburg                                                            Bloomberg and Corporate Money
 Rothschild offices
 JVs & alliances    Santiago                                                                                                                         Perth
                                                                                                                                                                                      Sydney
                                                                                                                                                                  Melbourne




                        2      Facing next page
    1. Introduction to the Rothschild family

A 200-year legacy in European finance
   The name of Rothschild originates from the financial history of the XVIII century when Mayer Amschel Rothschild was managing
    the fortune of the Elector of Hesse.
   His five sons, who symbolise the arrows in the family emblem, were to establish the first European banking network throughout
    Europe, from Paris, London, Frankfurt, Vienna and Naples.
   In 1817 therefore, James de Rothschild moved to Paris while his older brother Nathan Mayer Rothschild settled in London.
   During the XIXth century, the Rothschilds established themselves as the key bankers to royal families and European governments,
    taking up the challenges of the rapid economic growth of Europe and the world at that time.
   The Rothschilds are men of passions as evidenced by an on-going involvement as sponsors of arts. Their passion for wine-
    growing, illustrated by the acquisition of Château Lafite estate in 1860, is only a mere reflection of their refinement.



20 years of sustained growth of its investment banking activities
   While NM Rothschild & Sons in London underwent a rapid expansion of its activities due to UK’s economic liberalization and
    privatization in the 1980s, the French house was re-launched by Baron David de Rothschild in 1984 after its nationalization in
    1982. In 1986, the bank in France recovered its original name.
   Under the leadership of David de Rothschild, the bank underwent a long period of constant expansion and growth of its activities,
    leading it to the first top places in league tables in France, in the UK and in several major financial centers in Europe. In 2004,
    Rothschild was awarded UK and French M&A House of the year; in 2005, Rothschild was awarded UK, French and European
    M&A House of the year.
   Following years of increasing collaboration between Evelyn and David de Rothschild, the Rothschild’s houses of London and Paris
    were finally reunited to form the Rothschild Group under the chairmanship of Baron David.
   Rothschild has today an outstanding position in European investment banking, with an increasingly growing network of offices
    worldwide including Eastern Europe, Mediterranean rim, Asia, Latin America.
   Rothschild’s bankers are united around the constant traditional family values and ethics of Concordia, Integritas, Industria (Unity,
    Integrity, Diligence) which have remained Rothschild’s motto until today.




    3                                                                                                                         ABC
    Consistency of staff…                                                                       …consistency of client relationships
    30%


               25%
    25%


                                20%
    20%

                                                                               1990 - current      30 years +         100 years +
    15%                                          14%



    10%

                                                                    6%

    5%



    0%
               US              US
              US Investment Banks1              Industry           ABC
                                                                Rothschild
                                                                               1999 - current    1998 - current      1998 - current


Source Spencer Stuart/Egon Zehnder/Sheffield Howarth/Rothschild UK estimates
Note
1   Downsizing/upsizing years




4     Facing next page
                                     1. Introduction to Rothschild
                                     1.1 International investment bank providing robust, independent advice

2006 UK M&A House of the Year
2006 European M&A House of the             Family owned firm
Decade - Runner-up
                                              Encourages longer-term, relationship-driven perspective
2005 European M&A House of the Year
2005 UK M&A House of the Year                 Ownership stability; senior banker stability
2005 French M&A House of the Year

2004 UK M&A House of the Year
2004 French M&A House of the Year
                                           Independent objective advice
2004 Deal of the Year                         Independent, objective unbiased advice free from conflicts and cross-selling pressure
                                               – Strategic advice
2006 Best UK M&A House of the Year             – M&A origination and execution
                                               – Privatisation
                                               – Equity capital markets
                                               – Restructuring
European Private Equity
and Venture Capital Association’s              – Debt advisory
award for Corporate Finance
Adviser of the Year 2006                       – Debt and equity private placements

                                           Senior bankers
                                              Managing Directors and Directors involved from pitch to completion
M&A Bank of the Year                          Supported by long established, experienced teams at all levels
Buyout of the Year - VNU




Restructuring Adviser of the Year
Restructuring Deal of the Year

                                     A significant proportion of our revenue is from repeat business, evidencing the strength of our
Bank of the Year                     relationship-driven approach free from balance sheet conflicts
Deal of the Year



                                     5                                                                                                 ABC
Committed to provide the highest quality independent financial advice


     Culture                                                   Approach
       Global player                                             Global perspective
       Privately-owned                                           Objective, robust advice
       Relationship driven                                       Long term perspective
       In-depth industry expertise                               Industry focused teams
       Pragmatic innovation                                      Generation of new ideas
       Loyalty                                                   Consistency of people and
                                              Closer
                                                                   quality of relationships
                                           relationship




                                                               Better
                          Objective
                                                               information
                            advice
                                                               exchange




                                      Improved understanding
                                            of business




6   Facing next page                                                                 ABC
                    1. Introduction to Rothschild
                    1.2 M&A advisory on a global scale

No other bank           Large                                                                    Small
can genuinely
say it covers the                                 £16.4bn recommended cash offer                                              Successful defence of the £250m
breadth of                                         from Ferrovial consortium                                                    hostile all-share offer from Pendragon
                                                                                                                                plc
transactions that                                 US$82.5bn merger between Banca
Rothschild does                                    Intesa and SanPaolo IMI                                                     US$265m acquisition of The
                                                                                                                                Sportsman’s Guide by Redcats USA
                                                  US$11.8bn acquisition of KeySpan
….and do it                                        Corporation in the US
                                                                                                                               €105m acquisition of Semper from
well….                                                                                                                          Triton
                                                  US$3.5bn acquisition of the US                                              US$140m acquisition of Atmel
                                                   assets of The Jean Coutu Group
….over many                                                                                                                     Grenoble S.A.S. by e2v technologies
years
                        Volume                                                                   Geography
                                                                                                                                                   No. Rothschild deals
                                298
                          300
                                                                                                Europe                                                             298
                                      217
                                            198    184                                          North America                                                       94
                          200                            179
                                                                164   158    156
                                                                                   140          Asia                                                                30
                                                                                          107
                          100                                                                   Latin America                                                       25
                                                                                                Source Thomson Financial, announced deals 1 Jan to 31 Dec 2006

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                    Source Thomson Financial, announced European deals 1 Jan to 31 Dec 2006




                    7                                                                                                                                        ABC
                 1. Introduction to Rothschild
                 1.3 Long-term approach to relationships

Depth of             Long term relationships            Depth of knowledge                                     Better advice
knowledge from
long term                                No. of years
understanding                                           Key events                  Rothschild                 We were able to anticipate global trends
                                              6                                    value added                 and translate relevance for a national
means better
                                                           Privatisation / IPO        Business                player
advice for our
                                                            (1990/1995)                 positioning
clients                                                                                                        We said “no”, where necessary, knowing
                                              8           US$5bn acquisition         Deal structuring
                                                            of NEES and EUA                                     that best advice secures repeat
                                                                                       Board/
                                                            (2000)                                              business
                                                                                        management
                                                           £1bn placing of             advice
                                              10           Energis (2000)                                     Our unique access to Government and
                                                                                       Lead negotiator
                                                                                                                Regulators ensured we were in tune
                                                           Transition to new          Market insights/        with the political agenda
                                                            management (2001)           valuation
                                              16          US$8.9bn acquisition
                                                            of Niagara Mohawk
                                                            (2001)
                                                           £15bn merger with
                                              30
                                                            Lattice Group (2002)
                                                           £5.9bn sale of 4 gas
                                                            distribution networks
                                              100+         (2005)
                                                           $11.8bn acquisition
                                                            of KeySpan
                                                            Corporation (2006)


                 A family owned, global investment bank that has a track record for building long-term
                 relationships


                 8                                                                                                                       ABC
                           1. Introduction to Rothschild
                           1.4 Value added financial services (investment banking)


                               Investment Banking                     Equity Capital Markets1                                 Debt Advisory

Rothschild focuses on          Mergers and Acquisitions                Privatisations                                          Financing / Refinancing
     key value added           Auctions and disposals                  Equity Offerings                                        Covenants renegotiation
services for its clients
                               Strategic advice and corporate          Debt & Derivative Products                              Structured Finance & Leasing
                                restructuring                           Convertible Debt                                        Debt restructuring
                               Equity offerings and privatisation   Note
                                advisory                             1   In equity capital markets, Rothschild operates
                                                                         through a joint-venture with ABN AMRO, the leading
                                                                         Dutch investment bank




                               Private Placement                      Small and medium sized advisory                         Corporate Market Services

                               Equity (late stage growth equity)       Patrimonial / personal tax devices for                  Execution of share buy-backs, block
                               Mezzanine                                transactions involving family-owned                      trades, etc.
                                                                         businesses                                              Management contracts of share price
                               Senior Debt
                                                                        Private Equity Houses                                    volatility and liquidity
                                                                                                                                 Financial Communication




                           Rothschild is n°1 (by number of announced deals2) in Mergers & Acquisitions Europe in FY 2006
                           Note
                           2    Source Thomson Financial


                           9                                                                                                                            ABC
                                   Presence in Central & Eastern Europe
Senior advisers:
Gerhard Schroder (former Chancellor of Germany)
                                                                                                                     Warsaw
Alfonso Cortina (Chairman of Repsol)
                                                                                                                     Present since 1993; 5 local bankers
Doug Daft (former CEO & Chairman, Coca Cola
Lord George (Edward) (former Governor of Bank of England)
James Harmon (former CEO, US Eximbank)
Dr Klaus Mangold (former Board member, Daimler Chrysler AG)
Mohamed Amersi (CEO of Emergent Telecom Ventures)
Pehr Gyllenhammar (former Chairman of Volvo)
Lord Vallance of Tummel (Iain) (former Chairman British Telecom)
Dr. Yılmaz Argüden (Founder and Chairman of ARGE Consulting)
                                                                                                                                                                               Moscow
                                                           London                                                                                                    Office since 1994;
                                                           Dedicated sector teams,                                                                                    10 local bankers
                                                           including 20 bankers with
                                                           substantial Central &
                                                           Eastern European
                                                           experience




                                                          Paris                                                                                                             Budapest
                                                          Dedicated emerging markets                                                              Presence since 1992; 1 senior adviser
                                                          advisory team of 8 bankers with
                                                          substantial experience in Central
                                                          and Eastern Europe                                                                                                Bucharest
                                                                                                                                                            Active since 1998; 1 senior
                                                                                                                                                                                adviser

                                                                                                                                                                              Istanbul
                                                                                                                                                            Active since 2005; 1 senior
                                                                                                                                                                                adviser
                                                                                                          Prague
                                                                             Presence since 1994; 1 senior adviser




                                   10 Facing next page                                                                                                                ABC
 1. Introduction to Rothschild
 1.5 Stand-alone layout in Merger & Acquisitions, throughout Europe

 European M&A                          US$bn      No      UK M&A                                US$bn      No      French M&A                            US$bn      No
  1 Rothschild                           217.0   218       1 Rothschild                           104.9   118       1 Rothschild                            84.6    76
  2 Morgan Stanley                       258.9   123       2 UBS                                   85.3     61      2 BNP Paribas                           82.2    62
  3 Deutsche Bank                        268.5   119       3 Citigroup                             90.6     60      3 Lazard                                83.6    55
  4 Goldman Sachs                        317.7   111       4 JP Morgan                             74.4     54      4 JP Morgan                             84.4    24
      JP Morgan                          208.7   111       5 Lazard                                74.9     46      5 Morgan Stanley                        78.5    21
  5 UBS                                  206.4   106       6 Goldman Sachs                         86.8     40      6 HSBC Holdings                         75.7    20
  6 Citigroup                            253.9     95      7 Merrill Lynch                         80.5     39      7 Lehmans                               59.5    17
  7 BNP Paribas                          145.3     86      8 Morgan Stanley                       109.9     38        Societe Generale                      48.8    17
  8 Credit Suisse                        153.2     71      9 Deutsche Bank                         97.6     37      8 Merrill Lynch                         90.6    14
  9 Merrill Lynch                        208.0     69    10 HSBC Holdings                          57.1     25      9 Goldman Sachs                         62.8    10
006 - Completed deals by number (1 Jan to 31 Dec 2006)   011 - Announced deals by number (1 Jan to 31 Dec 2006)   019 - Announced deals by number (1 Jan to 31 Dec 2006)
Source Thomson Financial 2 Jan 2007                      Source Thomson Financial 2 Jan 2007                      Source Thomson Financial 2 Jan 2007



 Italian M&A                           US$bn      No      German M&A                            US$bn      No      Spanish M&A                           US$bn      No
  1 Mediobanca                            32.2     32      1 Deutsche Bank                         88.3     48      1 Citigroup                             84.6    22
  2 Rothschild                            27.4     28      2 Rothschild                            21.0     38      2 Goldman Sachs                         65.2    20
  3 JP Morgan                             15.6     14      3 Morgan Stanley                        69.8     25      3 Lazard                                44.2    18
  4 Lehmans                               22.8     13        Goldman Sachs                         64.5     25      4 JP Morgan                             57.7    13
      Morgan Stanley                      18.1     13      4 JP Morgan                             47.8     24      5 Rothschild                            31.7    12
  5 UBS                                   17.6     12      5 UBS                                   20.4     22      6 Deutsche Bank                         27.9      9
      Credit Suisse                       13.3     12      6 Dresdner Kleinwort                    48.0     20      7 UBS                                   46.6      8
  6 BNP Paribas                           13.8     11      7 Credit Suisse                         43.6     19      8 Merrill Lynch                         36.2      5
  7 Goldman Sachs                         13.3      9      8 Merrill Lynch                         35.1     13      9 Macquarie Bank                        30.8      2
  8 Citigroup                             14.6      7      9 Greenhill & Co                        20.9      5    10 HSBC Holdings                          30.2      1
026 - Completed deals by number (1 Jan to 31 Dec 2006)   048 - Completed deals by number (1 Jan to 31 Dec 2006)   031 - Completed deals by number (1 Jan to 31 Dec 2006)
Source Thomson Financial 2 Jan 2007                      Source Dealogic 3 Jan 2007                               Source Thomson Financial 2 Jan 2007




 11                                                                                                                                                 ABC
1. Introduction to Rothschild
1.6 Landmark deals

     Royal Dutch Shell               Allianz                 Trinity Mirror plc              Tata Steel UK                Wilson Family                Banco Bilbao
                                                                                                                                                    Vizcaya Argentaria




 US$7.45bn disposal of a    €10.3bn acquisition of the    £2.1bn strategic review         £5.5bn recommended           £2.5bn recommended        US$1.3bn investments in
 stake in Sakhalin Energy        42.4% minority                                          offer for Corus Group by      cash offer for Wilson         China CITIC Bank
   Investment Company         shareholders’ stake in                                         Tata Steel UK Ltd         Bowden plc by Barratt      and CITIC International
 Limited to OAO Gazprom               AGF                                                                               Developments PLC         Financial Holdings Limited



          Current                   Current                       Current                        Current                     Current                       2007




Banca Popolare Italiana        Premier Foods plc                    Suez                    Banca Lombarda                 SK Telecom               Banca Intesa SpA




 €8.2bn merger between      c.£2bn recommended offer     Merger between Suez and        €13.5bn merger between         US$1bn investment by      US$1.2bn acquisition of a
     BPI and BPVN             for RHM plc by Premier          Gaz de France              Banca Lombarda and          SK Telecom in convertible      majority stake in
                                    Foods plc             Combined EV €102bn             Banche Popolari Unite         bonds issued by China          Ukrsotsbank
                                                                                                                      Unicom and formation of
                                                                                                                          strategic alliance
                                                                                                                       framework agreement
          Current                   Current                       Current                        Current                       Current                    Current




 National Grid Group plc       ThyssenKrupp AG              KarstadtQuelle AG                    Lafarge               Schwarz Pharma AG         Kinross Gold Corporation




 US$11.8bn acquisition of    US$5.1bn acquisition of       €4.5bn disposal of real      €2.4bn disposal of Lafarge   €4.4bn takeover offer for    US$3.1bn acquisition of
  KeySpan Corporation            Dofasco Inc by           estate portfolio to a joint    Roofing to PAI Partners     Schwarz Pharma AG by         Bema Gold Corporation
                            ThyssenKrupp AG as part        company of Whitehall                                             UCB SA
                            of Arcelor / Mittal merger   (51%) and KarstadtQuelle
                                                                   (49%)

          Current                   Current                       Current                         2007                         2007                        2007




12                                                                                                                                                  ABC
1. Introduction to Rothschild
1.6 Landmark deals

     London Merchant               Shire plc            Cinven and Warburg             SanPaolo IMI             Credit Agricole SA          Rite Aid Corporation
       Securities plc                                    Pincus consortium




 £2.9bn merger between      Advised on $2.3bn bank       €2.6bn acquisition of    €29.5bn agreed merger      €1bn acquisition of a 50%    US$3.47bn acquisition of
  LMS plc and Derwent       financing to support the    Essent Kabelcom from        with Banca Intesa           stake in Fiat Auto         The Jean Coutu Group
       Valley plc           acquisition of New River          Essent NV                                         Financial Services
                              and provide for future
                             working capital needs

           2007                      2007                       2007                       2007                        2006                         2006




Groupe Banque Populaire             Cinven                  PPR Group            Sinopec Zhenhai Refining     Government of Serbia                  Dexia
                                                                                   & Chemical Company




 c.€20bn - €25bn merger     €2.57bn acquisition of         €1.1bn disposal of    US$984 m privatisation of    €1.5bn disposal of 100%     US$2.44bn acquisition of a
 with Caisse d'Epargne to    Avio by Cinven from       Printemps to RREEF and    Sinopec Zhenhai Refining      of Mobi 63 to Telenor       75% stake in DenizBank
       create NatIxis       The Carlyle Group and            Borletti Group        & Chemical Company                                      Financial Services Group
                                Finmeccanica                                             Limited                                              from Zorlu Holding


           2006                      2006                      2006                        2006                        2006                         2006




        Bouygues              Thermo Electron           AHG Venice Limited                 BAA               General Healthcare Group               BNFL
                                Corporation




   €2bn acquisition of a    US$12.8bn merger with      £1bn cash offer for De    £16.4bn Rule 3 adviser to   £2.4bn disposal of General    US$5.4bn disposal of
  21.03% stake in Alstom       Fisher Scientific       Vere Group plc by AHG      BAA on recommended           Healthcare Group to a      Westinghouse to Toshiba
 SA from the French State      International Inc           Venice Limited         cash offer by Ferrovial      consortium of Netcare,           Corporation
                                                                                       Consortium            Apax, London & Regional,
                                                                                                                and Brockton Capital

           2006                      2006                      2006                        2006                        2006                         2006




13                                                                                                                                           ABC
1. Turkey : a key market for Rothschild
1.7 A successful track-record of deals


    Advisor to Borusan on its acquisiton of an Algerian pipe company (Completed June 2007)
    Advisor to TAV on its acquisition of BTO concession of two Tunisian Airports (Completed May 2007)
    Advisor to Geopost in its acquisiton of 25% from Yurtiçi Kargo (Completed April 2007)
    Advisor to Dexia on the US$ 2.4bn acquisition of 75% of Denizbank from the Zorlu group (Completed 2006)
    Advisor to the SDIF on the disposal of Telsim, second GSM operator, to Vodafone for US$ 4.5bn (Completed 2006)
    Advisor to GE on the acquisition of a 25.5% stake of Garanti Bankasi for US$ 1.8bn (Completed 2005)
    Advisor to Disbank (65% of which were sold to Fortis for US$ 965m) in its conversations with a potential buyer
     (Completed 2005)
    Advisor to the Colakoglu family on the sale of 50% of TEB to BNP Paribas for US$ 220m (Completed 2005)
    Advisor to Türk Telecom on the merger between Aycell, Türk Telecom’s GSM operator, and Aria, a joint-venture
     between IS Bank and Telecom Italia (Completed 2003)
    Advisor to the Privatisation Administration on the identification and analysis of privatisation options for Türk Telecom
     (Completed 2004)
    Advisor to Japan Tabacco Intl. on its USD 1.1bn bid for Tekel, the former state-owned tobacco monopoly. Although
     the bid was ranked the highest, the Privatisation Agency cancelled the bidding procedure (Lapsed 2003)


Rothschild has initiated its local presence in Turkey in 2005 through Dr. Yılmaz Argüden,
Senior Advisor and Representative in Turkey, a leading strategist, advisor, and board
member of several high profile companies and former head of the Privatization Program and
Chief Economic Advisor to the Prime Minister.



14   Facing next page                                                                                            ABC
                           1. Introduction to Rothschild
                           1.7 Turkish league table performance and selected experiences

                            Turkish M&A for 2005 and 2006 US$bn                No                  Geopost                     TAV Airports                    Media Partners

    Due to its growing      1 Rothschild                            15.4        4
  presence in Turkey,       2 Citigroup                             13.1        8
        Rothschild has      3 Morgan Stanley                        10.9        3          Acquisition by Geopost of a
                                                                                                                             Acquisition of a BTO
                                                                                                                          concession on a new airport     Advisor to Media Partners
                                                                                           25% stake in Yurtici Kargo                                    (UK) on its buyout by Dogan
   decided to set up a      4 Ernst & Young                         10.1       18                                                 in Enfidha
                                                                                                                         (€400m project cost) and of a              Holding
           local office.    5 UBS                                     6.3       3                                         management concession on
                                                                                                                             an existing airport in
      It has appointed      6 BNP Paribas                             6.3       3                                             Monastir (Tunisia)

  Dr. Yılmaz Argüden        7 ABN AMRO                                6.0       4                     2007                           2007                            2006
as Senior Advisor and       8 PDF Corporate Finance                   5.8       5
    Chairman in 2007        9 Credit Suisse                           5.7       3
                                                                                                  Dexia Bank                        SDIF                             GE
                           10 Goldman Sachs                           5.7       3

                            Completed deals by value (2005-2006 combined)
                            Source Mergermarket 13 Feb 2007
                                                                                           Advisor to Dexia on the
                                                                                                                         Advisor to the SDIF on the       Advisor to GE Capital with
                                                                                            acquisition of 75% of
                                                                                                                           disposal of Telsim to         respect to the acquisition of
                                                                                          DenizBank for USD 2.44bn
                                                                                                                         Vodafone, the 2nd largest         a 25.5% stake in Garanti
                                        Borusan               Cadbury Schweppes                                           GSM operator, for USD                      Bank
                                                                                                                                   4.55bn
                                                                                                      2006                           2005                           2005

                                Advisor to TPC Consortium
                                 on Alfapipe acquisition in    Acquisition by Cadbury
                                          Algeria             Schweppes of Intergum for                                                                      Republic of Turkey
                                                                for US$450m (£226m)                   TEB                      Türk Telekom
                                                                                                                                                               Privatisation
                                                                                                                                                              Administration



                                         Current                        2007
                                                                                           Advisor to the Colakoglu      Merger of Aycell and Aria          Privatisation options in
                                                                                          Family on the sale of 50%                                        respect of Turk Telekom
                                            Rothschild’s latest Turkish                     of TEB to BNP Paribas

                                                   credentials
                                                                                                      2005                           2004                            2004



                           Rothschild ranked 1st in Turkish merger and acquisitions in 2005 and 2006

                           15                                                                                                                                    ABC
                      1. Introduction to Rothschild
                      1.8 Unrivalled debt advisory and restructuring capability

                      Leading independent debt advisory & restructuring practice
                          70 professionals, weighted mostly to senior bankers, provide restructuring and corporate debt advice from offices in
                           New York, London, Paris, Frankfurt, Milan, Hong Kong and Singapore
                          In 2005, Rothschild advised on restructurings worth over €200bn of debt in 40 transactions world-wide
                          Relationships and credibility among creditors, hedge funds/distressed investors, financial and legal advisers and the
Restructuring              bankruptcy courts
Adviser of the Year
                          Demonstrated industry expertise, extensive range of contacts in various industries and among financial buyers
                          One of only a small number of truly independent debt advisory practices – no conflicts of interest
                          Broad transaction experience (Chapter 11, out-of-court reorganisations, exchange offers, stressed refinancings,
                           distressed M&A)
                          Advice to companies, governments and private equity houses world-wide on raising, reorganising and restructuring
                           debt finance, credit ratings and treasury strategy – complete outsourcing
                      The Restructuring adviser of the year [Rothschild] took part in the most complex deals and was highly respected by clients and
                      competitors alike.
                      The firm was indisputably the leading adviser to corporates on their restructurings in 2005.
                      Source Henry Gibbon, Editor of Acquisitions Monthly, January 2006


                      Unique insights
                          Unique position due to our independence and volume of deals – we see all banks’ term sheets and pitches
                          As a trusted independent adviser, balance sheet banks share information with us but not their competitors
                          Extensive relationships with, and perspectives on, hedge funds, particularly investment objectives
                      Broad client and product base
                          Detailed knowledge of current trends and practices across all the active debt capital markets – senior debt, high yield,
                           mezzanine, leasing, securitisation, hedging, restructuring

                      Rothschild is the leading adviser on strategic capital structure issues

                      16                                                                                                                    ABC
                           A leading European IPO house and a strong European franchise overall
     Regular award          Top Global Co-ordinators or Book runners of European                         Top Bookrunner of European equity offerings 2006
   winner for its IPO       IPOs, 2006-2007 *ytd
          expertise:                                                                                     Pos.     Manager or Group                         Amt euro m         Iss.     %Share
                            Pos.     Manager or Group                    Amt euro m     Iss.   %Share
                                                                                                         1        UBS                                             16,364        66          8.66
                            1        UBS                                        8,947    31      9.90
                                                                                                         2        JP Morgan                                       15,868        75          8.39
                            2        Morgan Stanley                             8,823    30      9.77
                                                                                                         3        Morgan Stanley                                  15,053        55          7.96
EDF IPO, 2005               3        Merrill Lynch                              7,951    31      8.80
Transaction of the Year                                                                                  4        Goldman Sachs                                   14,366        44          7.60
                            4        JP Morgan                                  7,001    26      7.75
Club des Trente, France                                                                                  5        Merrill Lynch                                   13,092        56          6.92
                            5        Credit Suisse                              5,289    25      5.85
                                                                                                         6        Deutsche Bank                                   12,969        67          6.86
                            6        Deutsche Bank                              4,960    25      5.49
                            7        ABN AMRO Rothschild                        4,739    13      5.25    7        Credit Suisse                                   10,635        45          5.63
Nexity IPO, 2004            8        Citigroup                                  3,735    18      4.13    8        Citigroup                                        8,187        39          4.33
Transaction of the Year     9        Goldman Sachs                              3,309    20      3.66    9        BNP Paribas                                      8,039        29          4.25
Club des Trente, France                                                                                  10       ABN AMRO                                         7,590        41          4.01
                            10       Dresdner Kleinwort                         3,020     9      3.34
                                                                                                        Source Dealogic, shares only incl. domestic equity, equal apportionment, eligible deals
                            Source Dealogic ECM Analytics, equal apport, *23.04.07
                                                                                                        only, 15/01/07


 Bookrunner of some
of the largest IPOs in
       2005 and 2006




   Established expertise
  in small/mid-cap IPOs




                           Our track record demonstrates our expertise in addressing all key execution issues

                           17    Facing next page                                                                                                                            ABC
                       1. Introduction to Rothschild
                       1.9 Introduction to ABN Amro Rothschild

                                                                                       Top Global Co-ordinators or Bookrunners of all European
                                                                                       equity issues raising less than €300m, 2001 – 2006
AAR consistent                                                                          Pos.     Manager or Group                             Amt euro m                Issues
ranks as the leading       Partnership established in 1996 to pursue equity capital    1        UBS                                                 19,494               206
manager of mid-cap          markets business jointly                                    2        Deutsche Bank                                       17,234               174
issues
                           Partnership is a global one                                 3        ABN AMRO Rothschild                                 12,456               182
                                                                                        4        Credit Suisse                                       12,349               126
                           Structuring, due diligence, execution by Rothschild or
                                                                                        5        Merrill Lynch & Co                                  10,437               102
                            ABN AMRO, together with ABN AMRO Rothschild
                                                                                        6        Goldman Sachs & Co                                  10,436                87
                           Leading European IPO house, with Global reach               7        JP Morgan                                           10,208               124
                           Unparalleled advisory experience                            8        Morgan Stanley                                       8,493                73
                                                                                        9        Citigroup                                            8,054                93
                           Advice supported by market information “straight from
                                                                                        10       Dresdner Kleinwort                                   6,641                75
                            the trading floor”                                         Source Dealogic Equityware, equal apportionment, deals eligible only, 15/01/07
                           Research, sales and trading by ABN AMRO Equities
                                                                                         Selected European small/mid-cap IPO credentials in
                                                                                         2005-06




                                       A decade in partnership


                       Drawing on the full financial resources of its
                       parents, ABN AMRO Rothschild offers world
                       class equity capital markets expertise

                       18                                                                                                                                  ABC
Selected equity and hybrid private placements undertaken by Rothschild

  Jerrold Holdings Ltd              3i Group                China Healthcare         Novera Energy plc          Gome Electrical        SelfStorage – Dein Lager
                                                             Holdings Ltd                                         Appliances                   LV GmbH



                              Disposal of a 20%
     Preferred Shares          stake in Agence           Redeemable Cumulative                                 Private placement of        Ordinary shares
                               Business to CIC           Convertible Preference       Subordinated Debt     US$125m convertible bond
      £113,500,000                 Finance                      Shares                                       and US$25m warrants to
                                                                                                                                             €30,000,000
                                                                                         £20,000,000           Warburg Pincus LLC
                               Ordinary Shares                 $15,000,000
  Sole Placement Agent       Sole Placement Agent         Sole Placement Agent      Sole Placement Agent                                Sole Placement Agent
          2006                       2006                         2006                      2006                     2006                       2005




                                   3i Group                    Air Deccan           Golden Circle Limited     Choice Home Loans              Rolls-Royce




  Series D convertible
  preferred stock and                                                                 Convertible Notes     US$15.7m disposal of a       Advice on sale of 25%
                           Sale of 3i’s 14.1% stake in      Advice on private
   licence payments                                        equity capital raising                           minority stake in Choice   stake in Rolls-Royce Fuel
                           AC Hoteles to the Cosmen                                     $39,800,000         Home Loans to Quadrant        Cells Systems Ltd to
      $35,000,000               family for €45m                $40,000,000                                       Capital Fund           Singapore Technologies

 Sole Placement Agent        Sole Placement Agent         Sole Placement Agent        Financial Advisor       Sole Placement Agent      Sole Placement Agent
         2005                        2005                         2005                     2005                       2005                      2005




 Nations Healthcare Ltd          Eurodatacar              Transport Industries
                                                             Holdings, Inc.


                                                                                         Orbimage                 EuropaCorp                 MARR SpA
                                                            Series A Mandatory          Convertible
  Convertible Loan Stock         Senior debt &                                                                Senior Secured Notes         Ordinary Shares
                                                          Redeemable Preferred       Preference Shares
      & Guarantees                Mezzanine                                                                   Redeemable Warrants
                                                         Stock and Common Stock        $100,000,000                                         €100,000,000
       £22,000,000               €105,000,000                                                                     €25,000,000
                                                             US$71,000,000

   Sole Placement Agent        Financial Advisor          Lead Placement Agent      Sole Placement Agent      Sole Placement Agent      Sole Placement Agent
           2005                     2004                          2004                      2004                      2004                      2003




Significant experience with a variety of growth-oriented equity issuers

19 Facing next page                                                                                                                       ABC
                        1. Introduction to Rothschild
                        1.10 Introduction to Rothschild Private Placement offering

                                                                            Private Placement Group’s capital raising focus

15 dedicated
bankers focused on
Private Placement

Located in 4 offices:
-London                                                                                             Mezzanine             Senior                   Senior
-Paris                                                 Early to Mid Stage   Late Stage              (Subordinated         Unsecured                Secured
                        Seed Equity                    Equity               Growth Equity           Debt with Warrants)   Debt                     Debt
-Frankfurt
-New York

                         Equity                                               Mezzanine                                       Senior unsecured debt

                            Past proof of concept : consistent                 Minimum revenue and EBITDA of                   Minimum revenue of $350 million
                             revenue growth and/or strong                        $100 million and $20 million,                   Total debt to EBITDA ratio of less
                             backlog                                             respectively                                     than 3.0x, depending upon industry
                            Visibility to positive cash flow                   History of positive cash flow                   Strong competitive position within
                            Support from existing investors                    Strong “sponsorship”                             industry




                         PIPEs for Equity1

                            "Story” under appreciated in public market, or
                            Operating momentum despite inability to access
                             public market
                        Note
                        1   PIPE : Private Investment in Public Equity




                        20                                                                                                                              ABC
    Composition of the Rothschild Turkey Board*

1      Dr. Yılmaz Argüden, Senior Advisor - Chairman - Rothschild Turkey


2      Marc-Olivier Laurent, General Partner - Rothschild Paris


3      William Wells, Managing Director - CEE Coordinator - Rothschild London


4      Giovanni Salvetti, Director - CEE Coordinator - Rothschild Paris


5      Alex Carré de Malberg, Managing Director - Rothschild Middle East


6      Eric Lanthiez, Director - Head of Turkey - Rothschild Turkey




    * Rothschild Turkey is a limited liability company and as such does not have a legal board




    21
    Facing next page                                                                             ABC
1. Rothschild Contacts
    Dr. Yılmaz Argüden – Senior Advisor & Chairman of Rothschild in Turkey
    Senior Advisor - Chairman of Rothschild in Turkey
    Fazilkaptanoglu Caddesi
     Seba Is Merkezi N° 3 Kat 9
     34418 Seyrantepe / Istanbul
     Turkey
+90 (212) 283 5960



 Marc-Olivier Laurent – General partner in charge of Turkey
 General Partner

    Rothschild & Cie
     1, rue Rabelais
     75008 Paris
     France
 +33 (0)1 40 74 42 01



    Eric Lanthiez – Head of Rothschild Turkey
    Head of Rothschild - Turkey
    Rothschild - Türkiye
     Akmerkez Rezidans K.14 D.2
     Nispetiye Caddesi
     Etiler Istanbul
     Türkiye
 +90 (212) 371 0800

22                                                                           ABC
A. Team members
A.1 Dr. Yılmaz Argüden

 Senior Advisor - Chairman of Rothschild Turkey              Selected Advisory Experience
                    Experience                           Dr. Argüden started his career at the R&D Center of the Koç Group
                    25 Years                             (1978-80). He worked at the RAND Corporation as a Policy Analyst
                                                         (1980-85). Later he joined the World Bank and worked as a Senior
                                                         Officer (1985-88). Upon Turkish Government’s invitation, he led the
                    Education                            Privatization Program between 1988-90. He also served as the
                    PhD. Policy Analysis –               Chief Economic Advisor to the Prime Minister (1991).
                    Rand Graduate Institute, USA
                                                             Dr. Argüden is the founder and Chairman of ARGE, management
                    (General Distinction)
                                                              consulting firm, specialized in strategy, business development, and
                    BSc. Industrial Engineering –
                                                              institution building. He serves on the boards of many major
                    Bosphorus University, Turkey
                                                              corporations and served as the Chairman of the largest Turkish
                    (Summa cum laude)
                                                              steel company, Erdemir (1997-99)
                                                             As the Chairman of the Turkish Quality Association, he initiated the
                    Contacts                                  National Quality Movement to improve the management
                    Phone:           +90 212 282 76 80        effectiveness of private, public, and civil society institutions
                                                              throughout Turkey by promoting TQM philosophy. As The
                    Fax:             +90 212 283 59 64
                                                              Chairman of Turkish-American Business Council and Turkish-
                                                              Canadian Business Council, he has been a leader in developing
                                                              bilateral business relations. As a Founding Board Member of the
                                                              independent Turkish think-tank, Turkish Economic and Social
                                                              Studies Foundation (TESEV) he has been a promoter of public
                                                              policy analysis
                                                             Argüden is an Adjunct Professor of Business Strategy at
                                                              Bosphorus University and at the MBA program of Koç University
                                                             He is an author of numerous books and hundreds of articles.
                                                             He is an Eisenhower Fellow. Also, he was selected by the World
                                                              Economic Forum, as a “Global Leader for Tomorrow” for his
                                                              commitment to improving the state of the world (1999)
                                                             He served as an advisor in the privatization for various clients for
                                                              Turk Telekom (2005); to Arcelor for privatization of Erdemir (2005);
                                                              and in the privatization of Tüpraş (2005)


23                  Team members                                                                                 ABC

								
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