Document of Presentation

Authorized Advisor for AeRO Market

February 2016

About the company... MBF Financial Advisory SRL services are supported by MBF Group S.A. and Blue Oak Advisory Sp. z o.o. Since 2011, the shares of MBF Group have been traded in the alternative trading system organised by the Warsaw Stock Exchange (NewConnect market). Blue Oak Advisory has the status of an Authorized NewConnect Adviser and Authorized Catalyst Adviser.

...and the services we can provide We offer services in the field of raising capital for companies, as well as consulting services. MBF Financial Advisory SRL helps organize capital that businesses need for innovation, development, or Stock Exchange debuts. The offer includes preparation of a professional business plan, and assistance in identifying available sources of financing investments (grant, loan, credit, lease, investment fund, share or bond issue). The object of the economic activity of MBF & BOA is to provide transaction advisory services in the capital market. The company offers services concerned with raising capital for its clients, advisory services, and activities aiming to promote the ideas of capital market development, as well as educates investors and other capital market participants.

Support companies We implements projects in the field of takeovers, mergers, and sale of businesses, raising share and debt capital for investment purposes. It supports companies in forming groups, in organization and consulting, in conducting analyses and forecasting financial results and their impact on business valuation. Within financial advisory services, MBF Financial Advisory SRL provides support in managing the value of its clients’ businesses and in implementing projects within the following areas of the business environment: • development strategies, • due diligence, • recovery and restructuring programs, • tax and cost optimizations, • business plans and feasibility studies, • incentive programs, • organizational structure optimizations.

Educational and development-oriented activities for capital markets The Company’s educational and development-oriented activities for capital markets consists in our cooperation with media partners and professional websites, close cooperation with non-profit organizations, and specialist publications, as well as the participation of the Company’s representatives as co-organizers or speakers in conferences related to the capital market, especially the NewConnect and the AeRO. The Management Board believes that these activities are consistent with the accepted strategy of development and that they contribute to, among others, a significant increase in the Company’s brand recognition among its clients and investors.

AeRO: Range of activities •

Commencing the legal reorganization of the company



Creating an investment teaser and investment memorandum



Creating an equity story



Confirming the investment parameters



IR / PR support



Negotiations with selected investors



Finalizing investment conditions



Inflows into the company’s account



Implementing a development strategy with the use of the investor’s funds

Meetings with key investors

Premarketing for share issue

Book building

Initial declarations of investors

Document distribution

AeRO: Advisory services •

Preparing prospectuses, investment documents, offer documents, and information documents.



Conducting processes of going public in the AeRO markets and the regulated stock exchange.



Fulfilling the role of an Authorized Advisor.



Preparing strategic analysis (due diligence).



Preparing financial analysis.



Preparing business valuations.



Preparing and conducting mergers and takeovers, including especially: (a) advisory services in purchasing whole companies or their organized parts, (b) advisory services in mergers and acquisitions, (c) advisory services in selling a company or its part.



Leveraged buyout and buyout transaction support.



Representing clients in contacts with capital market institutions.

Team leaders Mr. Robert Krassowski – President of the Management Board, CEO Graduate of the Polish Open University in Warsaw, Faculty of Business Information Management. Bachelor’s degree in Management and master’s degree in e-Business; title`s of Bachelor of Arts and Master of Science from the British Oxford Brookes University. Specializes in analyzing the profitability of investments in the IT/ICT industry, and in evaluating the effectiveness of investment projects. Began his professional career in 2001 as an IT systems analysts at Leader Price in Warsaw, belonging to the French Casino Group. For over eight years worked in the telecommunications industry, including managerial posts at the Investment Office of the Technology Division of PTK Centertel, and at the Department of Investment Technologies of TP. Responsible for budget control and management in terms of investments and mobile network legalization. Aside from performing his duties at MBF Group, he is a member of management boards and boards of supervisors at companies associated with the capital market, designated investments, and financing and supervising seed projects.

Team leaders Mr. Tomasz Puźniak – Director, Licensed Broker of WSE Higher education. Graduate of Master Studies in Finance at the Wrocław University of Economics. Licensed Securities Broker and Certified Advisor for Alternative Trading Systems (NewConnect market). As a manager of consulting companies, he supervises transformations, issues, and processes of going public, and advises companies listed in alternative trading systems and on the Stock Exchange. He has participated in a number of capital transactions, including ones for LiveChat, Certus Capital, Geotrans, Quercus TFI, LUG, SARE, or PiLab. Specializes in joint-stock company law and capital markets. He is involved in the restructuring and reorganisation of companies for PE/VC funds. For over seven years associated with the capital market; at present also owner and President of the Board of SME Advisory.

Team leaders Mr. Jarosław Gil – Partner, Licensed Broker of WSE Higher education. Graduate of Master Studies in Finance at the Wrocław University of Economics. Licensed Securities Broker and Certified Advisor for Alternative Trading Systems (NewConnect market). Vice-President of the Board Blue Oak Advisory Sp. z o.o. As a manager of consulting companies, he supervises transformations, issues, and processes of going public, and advises companies listed in alternative trading systems and on the Stock Exchange. He has participated in a number of capital transactions, including ones for Planet Soft, Comeco, Quercus TFI, Agencja Rozwoju Innowacji, or PiLab. Specializes in joint-stock company law and capital markets. For over seven years associated with the capital market; at present also owner and President of the Board of SME Advisory.

Team leaders Mr. Tomasz Maślanka – Partner, Licensed Broker of WSE Higher education. Graduate of Master Studies in Finance at the Wrocław University of Economics. Licensed Securities Broker and Certified Advisor for Alternative Trading Systems (NewConnect market). He has participated in a number of capital transactions of a total value of over PLN 100,000,000, including ones for LUG, Apanet, SARE, Livechat Software, Geotrans, or Auxilia. For over ten years associated with the capital market; at present owner and President of the Board of Torro Investment. He has advised groups of companies in restructuring and investment projects. Competent and skilled in economics and finance, corporate finance and capital markets rules and regulations.

Offer Range – remuneration formula Flat Fee: •

Charged on account of preparing investment documentation



Transferring copyrights to the documentation to the Client after completing the works

Success Fee: •

Charged after an inflow of funds from investors to the Company

Comments: •

The remuneration of MBF depends mainly on the effectiveness of its activities. The initial payment constitutes a small portion of the total amount of remuneration. The terms of settlement are each time adjusted

Why should you work with us? 8 Years of experience: •

Over eight years experience in the capital market



Several transactions for a total amount of over PLN 63,000,000 (EUR 15,000,000)

Long-term cooperation: •

Long-term cooperation with numerous listed companies

Media presence: •

Our noticeable presence in the media and in the financial press ensures the recognition of our transactions

Competences of the team: •

The competences of our team allow us to conduct complex transactions adjusted to our clients' expectations

Shareholder structure Information about the structure of shareholders:

Number of shares

Share in the share capital

MBF Group S.A.

100

50%

Blue Oak Advisory Sp. z o.o.

100

50%

Total

200

100%

Selected references

MBF Financial Advisory SRL Str. Virgil Madgearu nr 27a, Corp B, Parter, Ap. 2 Sector 1. Bucuresti

MBF Group S.A. ul. Bysławska 82 | 04-994 Warszawa [email protected] www.mbfgroup.pl

Blue Oak Advisory Sp. z o.o. ul. Kobierzycka 20BA | 52-315 Wrocław [email protected] www.blueoak.pl