ILIEV AND PARTNERS LAW FIRM. Sofia 1000, Bulgaria. 3 William Gladstone street. Tel: Mobile: Fax:

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1 ILIEV AND PARTNERS LAW FIRM Sofia 1000, Bulgaria 3 William Gladstone street Tel: Mobile: Fax: OUR PROFILE ILIEV AND PARTNERS is a leading Bulgarian law firm concentrated on business related legal services. It is one of the most successful and dynamic law firms in Bulgaria and provides first-class legal services to foreign and local corporate clients. Our legal practice areas are: Corporate and Commercial law, Real Estate and Construction law, Energy and Natural Resources, Banking and Finance, Capital Markets, Tax law, Public and Administrative law, Public procurement, Competition law, Consumer Protection law, Environmental law, Foreign investments, Contract law, Employment and Social Security law, Intellectual property law. Our lawyers are young and dynamic. They are highly experienced professionals who have graduated with highest honours and distinction from the most prestigious law faculty in Bulgaria the law faculty of Sofia University St. Kliment Ohridski. They have also specialized in the field of corporate and commercial law in the USA and England. Professionalism of our lawyers is the best guarantee for the high quality of our services. OUR VISION ILIEV AND PARTNERS Law Firm has been created to provide high quality legal advice in the sphere of business law services thus assisting in various business activities of foreign and local investors on the territory of Bulgaria. Our aim is to provide consistently high quality advice that combines legal expertise and an understanding of the commercial environment in which our clients operate. We are also prominent for our flexible and innovative legal methods. We have been taught by the past in order to put the foundations of our successful future now, thus promoting our modern and dynamic law firm in such a way that it can perfectly meet all business needs and requirements of our foreign and local clients operating in different

2 industry sectors. The unique principle of our company is the prolific combination between our extensive legal consultancy experience and industry based knowledge. The convergence of our past, present and future is marked by our permanent aspiration to provide first-class legal services perfectly meeting all practical needs and requirements of our clients. OUR VALUES Excellence in everyone and everything. Quality is the fundamental feature of our reputation. We constantly strive to improve, expand and develop our practice areas and expertise thus strengthening our professional competence and perfection. Dedication to our clients. It is doing more than enough so that our clients know that a real effort has been made for them. In all we do we strive to satisfy completely all needs and requirements of our clients. Ambition is what drives us to make a success of what we are aiming to achieve. To be better at what we do; never to stand still; not to accept the average or the norm. We want the firm, our colleagues and clients to succeed. We are team players. Our clients know our relaxed constructive way of working, our open professional style. LEGAL PRACTICE AREAS: CORPORATE AND COMMERCIAL LAW Our corporate practice is at the heart of our firm's activities. Our corporate lawyers are involved in many of our industry sector groups where they are able to combine detailed industry knowledge with their core legal skills. Examples of these industries include construction and engineering; telecommunications; media and technology /TMT/; financial institutions; energy and natural resources; chemicals; retail; transport. Our extensive expertise enables us to meet the highest needs and requirements of foreign and local investors starting to do business in Bulgaria. We have assisted both foreign and local clients in the establishing and management of companies in Bulgaria. Our lawyers provide high quality legal advice and services related to: Incorporation of companies and other corporate structures; Establishing of subsidiaries, branch offices or joint ventures; All necessary registrations with court and other competent authorities; Corporate reorganizations, mergers and acquisitions; Transfers of shares;

3 Transfers of assets and commercial enterprises; Outsourcing; Acting as Corporate Counsel - negotiations, drafting and reviewing contracts; Acting as Company Secretary; Day-by-day business law advice related to all activities of our clients; Management contracts; Specialist legal services with respect to all types of commercial transactions and contracts; Acting as Business advisor. Mergers & Acquisitions work represents a significant part of our activities. Our corporate lawyers are leaders in M&A, specializing in large, complex cross-border transactions. Joint ventures are important to business. They have become an important strategic option for many companies, particularly those operating internationally. These transactions are a significant part of our corporate practice for a wide range of clients and in a wide range of industry sectors. They include full-scale mergers of existing businesses; infrastructure project joint ventures; joint ventures as a way of entry into emerging markets. REAL ESTATE AND CONSTRUCTION "ILIEV AND PARTNERS" provides high quality legal services and advice in the area of real estate and construction. We strive to deliver business oriented legal advice on all legal aspects of real estate investments under the Bulgarian law. Our team of real estate lawyers has extensive experience in advising on various types of real estate investment projects. We provide the following legal services in the area of real estate investment process : Real Estate Legal Due Diligence regarding the targeted property; Legal assistance in conducting negotiations with counter parties; Tax planning related to real estate investment structuring; Legal structuring of real estate transactions; In case of acquisition of a real property or rights over real property (asset acquisition): - drafting, preparation and reviewing of project documentation; - legal advice on preliminary sale-purchase contracts; - advising on all necessary documents needed for the successful completion of the transaction; - drafting of and advising on the notary deed; - legal consulting on the required procedures which have to be executed after the notary deed (procedures before Registration Agency, National Revenue Agency and other state and municipal authorities); In case of acquisition of a company holding the asset:

4 - legal due diligence regarding the company; - drafting of and advising on share transfer agreements; - drafting of and advising on amendments to the existing company documents (articles of incorporation, management contracts, etc.); Legal structuring of project finance; Negotiations with financial institutions; Legal structuring of property management (drafting of contracts for maintenance and management, lease contracts, etc.). We also deliver the following legal services in the area of construction process : Legal advising on possible ways for optimising the city planning and zoning regarding the targeted real property; Legal assistance through the whole process of creating and approval of a detailed city plan for the targeted real property; Legal consulting and assistance related to amendments to the existing detailed city plan for the targeted real property; Legal assistance through the whole process of approval of the project design by the municipal authorities; Legal assistance related to applying for and obtaining of a construction permit; Drafting/reviewing of and advising on the contracts between the investor and the other parties in the construction process - construction company, consultant, construction supervisor, technical manager and supplier of machinery and equipment; Legal assistance in relation to the required acts and protocols under the construction legislation; Legal assistance in obtaining of permission for utilization of the building. ENERGY AND NATURAL RESOURCES Our legal practice in the energy sector and natural resources industries is wide ranging and related to the diverse nature and the modern development of these spheres. Our lawyers have the expertise to deliver full scope legal assistance to clients interested in investing in the energy sector and natural resources in Bulgaria. We advise on the effective structuring, development, financing and implementation of a variety of energy and utilities projects. We help our clients with all legal aspects of energy project management from the planning stage through to financial close and beyond to encourage future expansions and restructurings. ILIEV AND PARTNERS has successful consulting experience in the energy sector on high profile projects and has advised a number of energy companies. Our energy related legal services on energy projects are concentrated on the following issues:

5 Legal analysis of various aspects of the regulatory regime of the energy sector and advising on regulatory changes; Advice on specific energy related legal issues such as pricing regime, licensing regime, concession regime and procedures, site development, environmental regulations, protection of competition, public procurement, consumer protection, project financing; Corporate, commercial, real estate and tax aspects associated with each specific investment in the energy sector; Legal structuring of the investment process; Legal structuring and implementation of joint venture projects; Drafting of the legal aspects of the investment strategies; Legal advice on the preparation of the necessary tender documentation; Drafting legal due diligence reports related to energy projects; Legal assistance in negotiations; Drafting agreements for sale of electric energy, heat energy, petrol, gas, biofuels; Legal advice on energy projects related to renewable energy sources; Legal advice on energy projects related to production and trade in biofuels. The professional legal expertise of ILIEV AND PARTNERS was highly recognized by the Bulgarian Ministry of Economy and Energy Resources through its InvestBulgaria Agency which assigned to the lawyers of ILIEV AND PARTNERS the legal analysis of the regulatory regime of the Energy sector in Bulgaria. The result of the legal work was published in the official Legal Guide issued by InvestBulgaria Agency. ILIEV AND PARTNERS has also acted as legal counsel to companies investing and operating in the sphere of mining, oil, biofuels, gas and water sectors. CAPITAL MARKETS The team of experienced lawyers of ILIEV AND PARTNERS provides to issuers, investment banks, investment firms and management companies assistance in all major fields of capital and money markets. At ILIEV AND PARTNERS we do understand that in a global economy the ability to structure modern and effective financing solutions is crucial, but can bring the market players into complex and difficult issues. Our capital markets practice provides comprehensive legal advice on the following subjects: Regulated markets, stock exchanges, MTFs; Regulatory and supervisory regimes and requirements, requirements for disclosure of information;

6 Transactions in financial instruments: - transactions in securities; - transactions in money-market instruments /treasury bills, certificates of deposit, commercial papers; - transactions in derivative financial instruments /options, futures, swaps, forward rate agreements, financial contracts for differences/; Clearing and settlement systems; Initial and secondary public offerings of securities; Public offerings of bonds, public offerings of mortgage bonds; Incorporation, regulatory regimes and licensing of investment firms, management companies and investment banks; Organization and management of collective investment undertakings /UCITS/; Incorporation, regulatory regimes, licensing and management of REITs; Tax regulations regarding transactions in financial instruments; Tax regulations regarding investment firms, management companies, UCITS`s and REITs; Relevant regulations of the EU Law. FINANCIAL INSTITUTIONS AND BANKING LAW Our finance practice covers the full range of international and domestic finance activities with particular emphasis on structured products, securitisation, securities, derivatives, banking, restructuring, asset finance, project finance, and financial services. ILIEV AND PARTNERS provides financial advice and legal services to financial institutions, commercial and industrial clients, investors, lenders, borrowers. Our finance lawyers deliver high quality advice related to: Day-by-day banking transactions and operations; Investment projects; Asset finance; Project finance. TAX AND CUSTOMS LAW Our lawyers are leading experts in the field of tax and customs law. Our extensive experience enables us to deliver an integrated service including: Company tax planning;

7 Joint venture tax planning; M&A tax planning; Corporate reorganizations and restructuring; All forms of structured and asset finance; International tax consultancy, including EU taxation; Legal advice on the interpretation and application of avoidance of double taxation treaties; Corporate taxation; Real estate tax; VAT and excises; Customs legal advice. PUBLIC AND ADMINISTRATIVE LAW Many major sectors of economy require specialist legal knowledge in relation to the relevant public and administrative legal aspects of specific legal regulatory mechanisms. Public- Private Partnerships increase in number and spread their influence with respect to different business areas. That's why it is very important to know the legal requirements upon which the State and the Municipality can act as partners in various forms of business activities, projects and structures. The lawyers of ILIEV AND PARTNERS deliver advice in the following public and administrative law areas: Practice of the Constitutional Court of the Republic of Bulgaria; Regulatory framework, legal aspects and regime of the state and municipal property; Public and administrative law aspects of different industry sectors energy and utilities, renewable energy sources, water, natural resources, public procurement, concessions, capital markets, financial services, etc.; Representation before state and municipal authorities; Legal assistance upon issuing administrative acts - licenses, permits, protocols, certificates; Appealing of administrative acts administrative and court phase. PUBLIC PROCUREMENT ILIEV AND PARTNERS has a strong legal practice related to public procurement. The sphere of public procurement is one of the most intensively developing spheres in the economic system and this is the reason for the complete harmonization of the national public procurement rules with the relevant EU law provisions.our lawyers deliver professional legal

8 advice to all participants in the procedures of public procurement. Our legal services in this area include: Аnalysing the need to apply the public procurement rules to a specific business transaction; Drafting all necessary documents in relation to public procurement procedures; Drafting public procurement bids; Drafting public procurement contracts; Representation of clients in relation to public procurement procedures; Protection of clients' interests in connection with appeals of decisions related to public procurement procedures; Legal advice on the performance of the public procurement contracts. COMPETITION LAW ILIEV AND PARTNERS has developed a strong competition practice thus providing the following legal services and advice related to: EU and national competition rules; Practice of the Commission on Protection of Competition; Representation before the Commission on Protection of Competition on competition law issues; Agreements, decisions and agreed practice violating the competition rules; Permissions of unified general terms; Abuse of dominant position; Cases of concentration; Obligatory notifications related to concentration and mergers; Merger control; Joint ventures; Unfair competition and unfair trade practices; Unfair attraction of clients and unfair advertising practices; Consequences resulting from violation of the legal rules; Clearance of agreements, decisions, agreed practice, strategic alliances and other co-

9 operative arrangements; Clearance of concentrations; Horizontal and vertical restraints on trade; Prosecution of competition violations; Competition issues related to distributorship, agency, and marketing contracts; Development of marketing strategies in accordance with competition rules; Setting up of distribution networks; Competition issues related to franchising and licensing contracts; Competition law aspects of public procurement, consumer protection, data protection, telecommunications, energy and etc. CONSUMER PROTECTION LAW ILIEV AND PARTNERS delivers legal assistance to producers, importers, distributors, merchants of products and services as well as to final comsumers in relation to the legal framework of consumer protection and controlling powers of state authorities. The legal services provided by ILIEV AND PARTNERS are related to the following matters: EU legislation in the sphere of consumer protection; Practice of the Commission on Consumers Protection; Representation before the Commission on Consumers Protection; Information that merchants have to provide to consumers in relation to characteristics and specifics of products/services, price, quantity, method of payment, risks and conditions connected to use, terms and conditions of guarantees, expiry date; Rules related to labelling; Instructions for use of specific products; Indication of prices of products and services; Protection against misleading, unfair or forbidden comparative advertisement; Trade practices and methods of sale; Safety and quality of products and services; Guarantees on products; Reclamations;

10 Liabilities and compensations for damages caused by products with defects terms and procedures; Unfair terms and conditions in consumer contracts; Legal regime of consumer protection organizations and associations; Conciliation commissions; Controlling mechanisms and powers of state authorities. ENVIRONMENTAL LAW ILIEV AND PARTNERS has successfully developed its environmental law practice thus focusing on environmental aspects of clients' businesses. Our team of lawyers brings real expertise, professional understanding and entrepreneurial thinking to this complex and rapidly changing area of law. We have built up legal experience in all aspects of environmental work. Some of the industry sectors where we are specialised in are real estate and construction, planning and land use, industrial development, energy projects, public procurement, mining law, chemicals and pharmaceuticals, roads and infrastructure, waste management and many other corporate activities. It is now clear that whatever your industry, you need to take into consideration the environmental implications of every aspect of it. Familiarity with environmental changes and the law governing them is very important to the success of every business. Our legal services in relation to environmental law include the following aspects: EU and national legal framework of environmental protection; Legal advice on environmental issues within corporate transactions; Environmental law aspects of different industry sectors; Environmental aspects of construction, infrastructure and energy projects; Legal advice on structuring and restructuring industrial and/or chemical projects; Legal advice in relation to finding practical and commercial solutions to planning needs; Advice on all waste management issues; Representation before state regulators and other state authorities; Legal assistance in licensing regimes and procedures related to the relevant permissions; Helping clients reduce the risks of environmental liability arising in specific projects; transactions and investments; Environmental liability aspects related to caused environmental damages; Product liability issues;

11 Environmental legal issues in relation to compensations, guarantees, insurance; Healthy and safe working conditions; Drafting contracts, including clauses related to environmental risks; Legal due diligence related to environmental matters. FOREIGN INVESTMENTS The lawyers of ILIEV AND PARTNERS provide complex and integrated advisory services in drafting and carrying out foreign investment projects. The vision about our role in the investment process is to be a long-term consultant. Our aim is to provide consistently high quality advice that combines legal expertise, and an understanding of the commercial environment in which our clients operate. We develop strong relations of trust with our clients in all types of investment stages. Our consultancy services are related to: Initial background information on all relevant legal, political and economic aspects affecting the client's investment; Choosing the proper legal and tax structure; Incorporation of companies and other corporate structures; Establishing of subsidiaries, branch offices or joint ventures; All necessary registrations with court and other competent authorities; Corporate reorganizations, mergers and acquisitions; Legal due diligence; Negotiations with counter-parties; Drafting project documentation; Acting as Corporate Counsel; Acting as Company Secretary; Acting as Business advisor. LAW OF OBLIGATIONS Our lawyers assist and advise our clients on the following legal issues : Drafting project documentation related to all types of contracts; Legal due diligence on performance of contracts; Transfers of duties;

12 Transfers of rights; Security interests and guaranties mortgages, pawns etc. EMPLOYMENT AND SOCIAL SECURITY LAW Our employment and social security practice advises clients on domestic, international and transnational issues, with a significant emphasis on the interpretation and application of EU legislation in the labour law field. We provide complex and integrated advice to corporate employers on the following issues: Employment aspects of mergers and acquisitions; Drafting projects of employment agreements; Day-by-day labour law advice to employers; Social security schemes. INTELLECTUAL PROPERTY LAW ILIEV AND PARTNERS has developed a strong IP practice and has extensive experience in that field. Our IP team offer integrated and business oriented solutions that allow our clients exploit to the greatest extent the potential of their patents, trademarks, trade names, industrial designs, appellations of origin, distinctive signs and copyrights. We provide the following IP services: IP due diligence; Research and monitoring of the use of IP objects; Copyright advice; Drafting project documentation and drafting contracts related to IP; Advice on effective IP management. INDUSTRY SECTORS: CONSTRUCTION AND ENGINEERING The vigorous and strong upsurge in the field of modern construction on the territory of Bulgaria resulted in the necessity of highly qualified lawyers having extensive experience and competence in that industry sector. ILIEV AND PARTNERS succeeded in expanding and sophisticating its serious practice in providing business oriented legal advice on investment projects related to construction of business properties and residential buildings. Our lawyers always strive to deliver the best professional advice to various clients ( investors, builders, supervisors) thus offering them the right solutions to legal issues that have arisen in the process of carrying out the relevant construction projects.

13 CAPITAL MARKETS The capital market in Bulgaria was subject to robust development in the recent years and we also witnessed the slow down of the market and correction of the indexes and share prices that followed. Regardless of the above-mentioned the experts in Bulgaria agree that the market is still to develop and mature with more companies seeking financing from the capital market and rising volume of the transactions. The expertise of the team of ILIEV AND PARTNERS is focused on providing competent expert advice regarding regulatory and supervisory regimes, initial public offerings, the regime for structuring transactions with financial instruments, regime of taxes levied on the activities of the market players, relevant regulations of the EU legislation. At ILIEV AND PARTNERS we do understand that in a global economy the ability to structure modern and effective financing solutions is crucial, but can bring the market players into complex and difficult issues. FINANCIAL INSTITUTIONS Our finance practice covers the full range of international and domestic finance activities with particular emphasis on structured products, securitisation, securities, derivatives, banking, restructuring, asset finance, project finance, and financial services. Financial sector is one of the main sectors that ILIEV AND PARTNERS Ltd has focused on. Our extensive expertise in that field resulted in expanding and deepening our consultancy services delivered to commercial and investment banks, insurance companies and investment funds. Professionalism and high qualification of our lawyers are guaranties for the success of what we are aiming to achieve in the financial sector. TELECOMMUNICATIONS, MEDIA, TECHNOLOGY The convergence of telecommunications, media and technology in the recent years has blurred many of the traditional distinctions between these three industry sectors thus leading to the formation of the so called TMT field. We observe a strong process of market consolidation marking the necessity of multidisciplinary and cross-border legal services. Our lawyers have all necessary resources and experience to provide the best possible legal advice to companies operating in those industry sectors. TRANSPORT Transport is a dynamic sector where complex schemes of legal relations merge thus requiring extensive legal expertise and knowledge that ensure quick and effective management of companies transporting passengers and cargoes. The lawyers of ILIEV AND PARTNERS have all the necessary resources to provide professional legal advice to companies operating in the transport sector: Drafting project documentation; Advice on all types of transport instruments. ENERGY AND NATURAL RESOURCES The lawyers of ILIEV AND PARTNERS always strive to deliver high quality legal consultancy to companies operating in the fields of import and trade with fuels, production and distribution of electric and thermal energy. The industry based knowledge about these specific business activities is a pre-condition leading to successful legal consulting in projects and transactions in these dynamic sectors.

14 HEALTH CARE AND PHARMACEUTICALS Our integrated legal advice in that industry sector gives answers to all typical legal issues arising in the process of management of specific activities related to health care and pharmaceuticals. We provide complex legal consultancy to our clients on effective management of their companies so that their activities comply with all relevant requirements under the Bulgarian and EU law. We also deliver IP services related to know-how, trade marks, trade names, patent management. Moreover, we provide real estate services and property law advice related to acquisition of industrial buildings suitable for health care and pharmaceutical activities. ILIEV AND PARTNERS also provides consultation on joint ventures, mergers and acquisitions in this sector. CHEMICAL INDUSTRY Our integrated legal advice in this industry sector gives answers to all typical legal issues arising in the process of management of specific activities related to chemical industry. Our lawyers provide complex legal consultancy to clients on effective management of their companies so that their activities comply with all relevant requirements under the Bulgarian and EU law. We also deliver IP services related to know-how, trade marks, trade names, patent management. Moreover, we provide real estate services and property law advice related to acquisition of industrial buildings suitable for chemical enterprises. ILIEV AND PARTNERS also provides consultation on joint ventures, mergers and acquisitions in this sector. SPORT The recent development of sport industry sector has resulted in the practical need for high quality legal services related to drafting and performance of contracts for sponsorship; construction, modernization and transactions related to sports equipment; organization of sport events and their broadcasting; legal relations among athletes, sport clubs, sport federations and sponsors. The experienced lawyers of ILIEV AND PARTNERS have always striven to offer practical legal solutions to specific legal issues related to activities in this dynamic and interesting industry sector. HOTELS, RESTAURANTS AND ENTERTAINMENT The team of ILIEV AND PARTNERS provide complex and integrated legal services to corporate clients operating in the sector of hotels, restaurants and entertainment in Bulgaria. Our lawyers advise not only on particular projects but also on every legal issue that can arise in the process of management in this dynamic sector. PUBLICATIONS: P. Iliev, Public procurement through the procedure of competative dialogue , Sofia P. Iliev, Structure and contents of investment projects , Sofia P. Iliev, General Legal Framework of Taxation in Bulgaria , Sofia P. Iliev, Legal framework of the Energy sector in Bulgaria , Sofia

15 P. Iliev, Legal framework of the Audio-visual sector in Bulgaria , Sofia P. Iliev, Legal aspects of VAT in transfers of business enterprises , Sofia P. Iliev, Legal grounds for changing detailed zoning plans , Sofia P. Iliev, Constitutional aspects of ownership , Sofia P. Iliev, Legal aspects of complex permits , Sofia P. Iliev, Legal framework of biofuels European and National aspects , Sofia P. Iliev, S. Stavru Public real rights constitutional and real estate aspects , Sofia P. Iliev, Legal regime of VAT regarding real estate transactions and right to develop according to the new VAT Act , Sofia P. Iliev, Legal framework of commercial representative , Sofia P. Iliev, The new master plan of Sofia , Sofia P. Iliev, Legal framework of the Energy sector in Bulgaria , Sofia P. Iliev, Legal framework of the Audio-visual sector in Bulgaria , Sofia P. Iliev, Legal regimes of offshore companies , Sofia P. Iliev, Legal aspects of corporate taxes , Sofia P. Iliev, Current legal issues regarding the real estate market in Bulgaria , Sofia P. Iliev, Political representation , Sofia P. Iliev, The national referendum , Sofia P. Iliev, The new constitutional amendments , Sofia P. Iliev, National sovereignty vs. foreign military bases , Sofia P. Iliev, The new legal aspects of VAT with regard to real estate transactions and right to develop , Sofia P. Iliev, Legal framework of the Energy sector in Bulgaria , Sofia P. Iliev, Legal framework of the Audio-visual sector in Bulgaria , Sofia P. Iliev, Legal framework of current bank account in Bulgaria , Sofia P. Iliev, Legal framework of bank credit in Bulgaria , Sofia P. Iliev, Legal framework of bank deposit in Bulgaria , Sofia

16 P. Iliev, Legal framework of bank guarantее in Bulgaria , Sofia P. Iliev, Legal framework of bank documentary collection in Bulgaria , Sofia P. Iliev, Legal framework of bank credit letter in Bulgaria г., гр. София P. Iliev, Legal framework of bank transfer in Bulgaria , Sofia P. Iliev, Legal framework of bank letter of credit in Bulgaria , Sofia P. Iliev, Legal framework of bank collection in Bulgaria , Sofia P. Iliev, Legal aspects of management contract in Bulgaria , Sofia P. Iliev, Subjects of construction process , Sofia P. Iliev, Legal structuring of foreign investments with regard to real estate , Sofia