S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L

1. S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Professional Services Proposal for Mr Hassan Awdi Project “Rodipet Inforural” 17 March 2007 Osprey Partners 39 Mendeleev Street Bucharest, Romania T. (40) 21 314 5030 F. (40) 21 314 5070 rachel@osprey-partners.com www.osprey-partners.com www.imap.com

2. INTRODUCING IMAP (The World’s Largest M&A Advisory Organization)

3. Introducing IMAP Worldwide M&A Rankings 2005 by Number of Deals • IMAP is the world’s largest M&A organization • IMAP is the largest organization of independent M&A advisory firms in the world. It includes 58 firms located in 33 different countries • Founded in 1972, it is also the world’s longest established M&A advisory organization, aiming to unite the “best in local market” M&A practices in the world’s different geographies • IMAP focuses exclusively in M&A advisory work, particularly sell side mandates, international search assignments, targeted buy mandates, fairness opinions and valuations • IMAP typically advises on transactions in the €10-50 million range • In 2006, the largest transaction size completed by IMAP is €1.350 million and the smallest is €5 million • IMAP works for private family owned companies, large domestic companies, multinational companies, private equity firms and institutional investors • IMAP completed 220 separate transactions in its last financial year 2005. The majority of its transactions were cross-border The Leading M&A Networks by Number of Firms

4. How IMAP Works for You IMAP’s Global Coverage IMAP brings together local expertise and globalpresence • IMAP operates an integrated “one firm” philosophy. We apply best practice methodologies and quality standards rigorously across our 58 member firms • IMAP is organised both geographically and by industry specialisation. This allows IMAP to harness its global execution capability in a wide variety of industry sectors to meet each client’s specific needs • IMAP will present the client a “tailor made team” headed by a single Client Global Coordinator. The Client Global Coordinator will normally be located in the client’s local market. • The Client Global Coordinator will have a detailed understanding of transaction issues in the local market place and will be the primary provider of advice to the client as the transaction process evolves • The full IMAP transaction team operating in tandem with the Client Global Coordinator will provide industry insights from industry specialists throughout the world as well as access to buyers or sellers in the target industry The following countries are represented in IMAP’s Global network:

5. The Faces of IMAP Europe Austria Denmark Belgium Bulgaria Finland Czech Czech Croatia France Germany Germany Italy Norway Poland Hungary Netherlands Slovakia Serbia Turkey Spain Sweden United Kingdom Romania Switzerland

6. Business Planning, Raising Finance for “Rodipet Inforural”

7. Business Planning and Raising Finance for a Start Up (1)

8. Business Planning and Raising Finance for a Start Up (2)

9. Business Planning and Raising Finance for a Start Up (3)

10. Business Planning and Raising Finance for a Start Up (4)

11. Indicative Timetable A finance raise process could be completed within one year for a start up. Note the EU finance raise process has its own path. Six months Three Months Two Months Four Weeks Planning phase Marketing phase Negotiate to Agreed TS Due Diligence, Final negotiation and Closing • Complete buyer research • Prepare valuation material • Develop business plan and projections • Develop investment case • IM preparation • Create data room • Brief other professionals • Prepare process letters • Distribute blind profile with NDA • Distribute IM (or Biz plan) • Prepare management presentation • Informal management meetings • Indicative offers received • Site visits • Data room access • Negotiate with several investors • Agree terms with best investor • Sign TS • Draft sale purchase contract • Due diligence • Final price negotiations if necessary after due diligence • Closing procedures Key value messages and objectives defined Value expectations defined Maintain competitive tension Extract final concessions and value

12. IMAP’S CREDENTIALS FOR PROJECT “Rodipet Inforural”

13. IMAP’s Credentials for Project Inforural:

14. Your IMAP Team He is a U.K. Chartered Accountant and member of the Institute of Taxation and graduate of Oxford University with 30 years financial advisory experience, of which 15 years have been spent in Eastern Europe and the CIS, Geoff was a Partner in PW London before moving to Prague in 1990 to open Price Waterhouse Czech Republic and, subsequently Bulgaria and Romania. Between 1996 and 1998 Geoff was head of PW Corporate Finance, Russia and CIS. Significant transactions that Geoff has led include raising two syndicated bank loans for the City of Moscow and the Leningrad region, small company listings on LSE, advising Nestle on acquisition strategies and acquisitions in the Czech Republic and Russia, advice on brewery acquisitions and disposals in the Czech Republic, Romania and Russia, raising private equity finance for a major Romanian communications company, advising a major Romanian CATV operator on raising private equity finance, sale of a Czech manufacturing company to a major German market leader. Geoff worked on the sale of a Romanian supermarket chain to an international Private Equity fund. Rachel is a graduate in Electronic Engineering and a U.K. Chartered Accountant with 12 years experience in Eastern Europe and the CIS, and five years experience in London, Rachel has lived and worked in Turkey, Belarus, Republic of Moldova, Romania, Tajikistan, Ukraine, Kazakhstan and Russia. Rachel worked for Price Waterhouse (PW) London’s Financial Services Group for three years and Shell Petroleum for two years before rejoining PW for Eastern Europe. At PW Moscow Corporate Finance she was involved in major capitalization projects, the acquisition of Kaztelecom by Daewoo and financial and operational restructuring assignments. Rachel was Head of Research at ABN Securities Romania before working at Bancorex, the former Romanian State Trade Bank, as project manager working with NM Rothschild on the Bank’s restructuring. Rachel has led valuation and business strategy assignments in Turkey on a plastics manufacturer, a packaging company, an automotive component manufacturer and a cutting tools manufacturer and raised finance for a Nickel mine. In Romanian M&A Rachel has raised finance for Romania’s leading printing company, a gas distributor and sold a bank, a retail chain and a machine tool company. Rachel is the President of the IMAP EE&E council. Geoff Upton, MA (Oxon), ACA CTA Partner Osprey Partners Rachel Sargent, BEng, ACA, Managing Partner Osprey Partners In the early 1990’s Catalin left his career in optics and magnetic fusion research to become a business & economics reporter. Throughout the late 1990s Catalin freelanced for a large number of (mostly foreign) media, including, but not limited to Bridge News newswire, International Herald Tribune, Business Week, Forbes, Times Magazine, The Independent, The Times, Institutional Investor, Petroleum Argus, The Banker etc. In 1996 and 1998 Catalin broadened his business expertise by taking sabbatical leaves at the University of Michigan Business School in Ann Arbor, USA, and Oxford, UK, as a William Davidson Institute Fellow and grantee of The Wincott Foundation, respectively, studying mostly business planning and strategy. Although he still freelances occasionally and is quoted by Romanian media as an energy analyst, in the 2000s Catalin moved away gradually from frontline journalism into corporate communication and business development consultancy. He took his MBA degree (Finance) Summa cum Laude from the Canadian-Romanian MBA Program in Bucharest in 2002, graduating first in class and specialising in finance. Currently he focuses on strategic planning and financial strategy with Osprey. Catalin Dimofte, MSc (Physics), MBA, Partner Osprey Partners

15. Your IMAP Team Emilia is a graduate in Mechanical Engineering from Politechnica Bucharest, and also an MBA from ASEBUSS, ODC Enterprises – NGO Management and from Orish Management Institute – Strategic Audit Consultant. Emilia has been involved in several EU funded projects as follows: “Technical Assistance for the SMEs sector in Romania” as a short term expert on dissemination of support program awareness campaign for project clients and for “Business Development Support Services” . Emilia has worked as a: business development consultant for CDC – MBA Enterprise Corps and as a public information expert in the “Mining Closure and Social Mitigation Project”, funded by World Bank. Being a true supporter of Romanian artisans she worked as the President of “Aid to Artisans Romania” for 7 years, encouraging the investments in development and human competence and designing marketing activities, diversifying product development for specific market niches, attracting foreign buyers and creating sustainable rural employment. Mihai is an enthusiastic investor on the Romanian stock market, and he has worked within Osprey Partners since 2004. During his university studies he has been actively involved in several students association, he has done marketing for a small company operating in telecommunications and completed various IT and training projects. Mihai studied business management and managerial communication and has graduated in September 2004. At Osprey he is focusing on industry in-depth analysis and financial modeling. Mihai is now a CFA (Chartered Financial Analyst) Level 1 candidate. Mihai A. Pop BSc, Associate Partner Osprey Partners . Emilia Ionescu BSC MBA .

16. FINANCIAL PROPOSAL

17. Fees for Project Inforural IMAP is a results orientated organisation which links its remuneration heavily to achieving successful outcomes.

18. Key Questions IMAP’s Answers Can I work with them? • IMAP has deep experience working in EE&E post 1989 with private businessmen • IMAP people are independent and not affiliated to any major bank or finance institution Do they know about raising finance? • IMAP brings together specialists who understand service businesses and how to negotiate with financial or strategic buyers • IMAP’s professionals will be credible and convincing advocates of your transaction in front of third parties Do they have access to the right buyers? • IMAP has a transaction track record that gives immediate access to both large strategic players and all the financial investors. In addition via this team’s personal networks many of the financial investors are known directly. • IMAP’s worldwide marketing and research capability will ensure we reach the buyer universe effectively Are they able to achieve the best results for me? • IMAP’s professionals are really experienced negotiators with the longest M&A experience in post 1989 Eastern Europe • Professionals that all parties trust help in a sale of a large company because success rests a lot on the credibility of the seller and how comfortable the buyer feels • More than 95.0% of our fee comes from success Can I trust IMAP? • IMAP is an entrepreneurial, results orientated organization, which is proud of its reputation for fair play , ethical dealings and confidentiality. • IMAP does not make big publicity but focuses on secure and discreet services for its clients Why Work With IMAP?

19. Contact Details Osprey Partners 39, Mendeleev Street District 1, Bucharest, Romania office@osprey-partners.com Telephone: +40 (0) 21 314 5030 Fax: +40 (0) 21 314 5070 www.osprey-partners.com Rachel Sargent BEng, ACA Managing Partner E-mail: rachel@osprey-partners.comMobile: +40 (0) 722 661 784 Catalin Dimofte, MSc (Physics), MBA Partner E-mail: catalin@osprey-partners.com Mobile: +40 (0) 788 236 480 Mihai Pop BSc Associate Partner E-mail: mihai.pop@osprey-partners.com Mobile: +40 (0) 723 178 163 Osprey Partners is member of IMAP, the global Merger & Acquisitions organization, formed in 1971, located in 33 countries, employing more than 300 M&A professionals www.imap.com