Mitel Asociatii,

Excellencein Legal Services

Mitel Asociatii,

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FirmThe

is acknowledged as one of the topMitel & Asociaţii Romanian law firms, advising a broad range of local and

international clients, including corporations, financial institutions, governmental bodies and individuals.The

n umerous successfully concluded projects and transactions

stand as evidence of our outstanding work and continuing efforts focused on maintaining and improving an exquisite array of services to our international and local clients.

We are committed to preserving the confidentiality of our clients’ information as well as to the need for effective cost managment. We take special consideration in maintaining a

close and personal contact with our clients, placing a high level

T his is what sets us apart from other practices as well as ours olid expertise and the mandates that we win.

In line with our principle to add value to our clients’ business, we

provide them with unsophisticated but comprehensive and

business-orinented legal services, delivering practical solutions in

W e provide legal services at the highest standards of quality,

b ased on our extensive experience involving major projects that

c over a large spectrum of financial and business activities.

T he essence of our firm is the outstanding talent and superior

i ntellectual capability of our lawers. In addition to top-notchl egal skills, our lawyers possess the determination to find the optimal

solution for our clients, no matter how complex the challenge or how

demanding the time frame.

of importance on investing in relationships.

a swift and professional manner.

is one of the leading full-service Romanian law firms in advisory and dispute-related

projects. We have exquisite and extensive expertise, not only in size but also in the quality of advice to

multinational and local clients actively engaged in various fields of business.

We are particularly skilled in representing investors in

has assisted major foreign corporations

and investment funds for their acquisitions in Romania

has continued to provide them with advice on day-to-day

activities across complementary practice areas.

Our partners and associates have strong expertise

and knowledge in traditional legal fields as well as

in more recently developed areas of interest. We are acknowledged as being in the top rankings in each

of our main areas of work: transactions, projects and

disputes.

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ExpertiseOf

Areas

Mitel & Asociaţii

Romania, actively engaged in various fields of business. Mitel & Asociaţii

and for establishing or reorganizing their business, and

,

Our expertise in Banking & Finance covers the full range of financial activities, with particular emphasis

non-banking financial institutions on day-to-day activity,

joint ventures or on specific finance projects.Our market- savvy team offers borrowers legal advice for various types of

financing agreements.

In the field of Capital Markets, we deal with all types

of primary and secondary offerings of securities on the

Bucharest Stock Exchange, listings and de-listings, squeeze-out proceedings and regulatory advice.

We provide our professional advice on issues such as:

• secured and unsecured lending • acquisition finance • project finance • asset finance • asset management • leasing and other asset-backed transactions • issuance of securities, listings on stock exchanges, public offerings • regulatory advice.

5Banking & Finance,Capital Markets

services, restructuring and insolvency. We advise banks andon project finance, banking, asset finance, other financial

As competition has become an integral part of the business environment, our team is dedicated to interpreting the regulatory process into everyday language so as to provide practical and reliable advice to our clients.

After its accession to the European Union, Romania was

Our practice covers:

• ongoing competition compliance • mergers, acquisitions and joint ventures • exclusive agreements and other forms of market

arrangements • investigations and complaints • State aid

6Competition

compelled to transform the legal framework concerning this field in order to comply with the requirements of the EU rules.

Moreover, the liberalization of regulated industries has generated

new business challenges and opportunities which in turn often give rise to complex legal issues.

7The firm has broad knowledge and experience in the Corporate & Commercial field, handling the development of

companies’ activities in Romania, the establishment of

dual headed structures and local entities/subsidiaries inRomania, spin-offs and mergers, greenfields, corporate governance, assistance in shareholders’ assemblies and

Our experience includes commercial contracts in a wide range of industry sectors for distribution, services, licensing, marketing, manufacturing,

outsourcing, maintenance and support. Our clients benefit from specialized tax and regulatory expertise that allows

us to provide clear answers and implementable solutions.

Our legal services in this area cover:

• establishment of new entities • corporate governance • corporate restructurings, including mergers,

spin-offs and divestitures • commercial contracts • private equity • partnerships • taxation.

Corporate & Commercial

board of directors’ meetings, liability of directors, minority

shareholder rights and shareholder disputes, privatizationsand joint ventures for a wide range of clients and in a broad

range of industry sectors.

Mitel & Asociaţii offers its services in matters of litigation,arbitration and alternative dispute resolution, convering the full spectrum of civil and commercial litigation and insolvency law.

We assess the legal risks and liabilities and help with the implementation of the strategy. Moreover, we assist and represent clients in all procedural phases related to disputes, with a strong trial capability. We also assist our clients to seek alternative

means of dispute resolution, including arbitration and meditation.

Having in-depth knowledge of the market in which our clients operate, we cover a broad range of commercial disputes and

are involved in specialist areas such as aviation & aerospace, banking, restructuring and insolvency, property, intellectual

property and information technology, antitrust, environmental,

planning and regulatory, product liability, employment and professional negligence.

Our legal services include:

• conciliation and other means of alternative dispute resolution

• advocacy concerning regulatory and government agencies

• regulatory issues, including investigations by authorities

• breach of contract • professional negligence actions

8 Dispute Resolution

Litigation&

• domestic and international arbitration

• pre-litigation dispute and risk managment

• security enforcement• litigation

• restructuring and insolvency.

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Our expertise in employment has allowed us to provide

and collective employment aspects of mergers and acquisitions,

reorganizations and redudancies, service contracts, executive remuneration and related regulatory and disclosure obligations, confidentiality covenants, works councils,and restrictive

Mitel & Asociaţii regularly advises corporations on complex projects such as individual and collective layoffs, share option plans and profit sharing schemes as well as social

The practice covers:

• employment contracts and service contracts • collective bargaining negotiations • employee benefits and remuneration

• restrictive covenants

• share schemes and stock options • trade unions • unfair dismissals

• restructuring and redundancy

Employment

excellent tactical and strategic advice, focusing on individual

individual and group severance arrangements.

security and pensions or employment litigation.

• confidentiality

• social security and pensions

• employment dispute resolution.

Intellectual Property is an area undergoing significant changes. We are constantly adapting to meet the needs of either owners or users of intellectual property rights as well as the legislative changes for the harmonization of the Romanian law with EU

requirements.

We offer complete legal services to clients on a broad range of contentious and non-contentious IP-related issues.

The Communications & IT Romanian market has lately

undergone a remarkable development. We have been deeply involved in its evolution, representing various global and local clients in this field. Our advice focuses on all areas of

communication, broadcasting, environment, e-commerce

and internet providing.

Our Firm offers legal advice on:

• trademarks, patents, designs, copyright

• domain names • licenses and authorizations • hardware sale, lease and purchase

• software development and licensing • technology transfer

• unfair competition • consumer protection • data protection.

IOIntellectual Property, IT

Communications&

Mitel & Asociaţii’s approach is to provide commercial and

pragmatic advice promptly and efficiently, convering all aspects of

a transaction and, if necessary, using dispute resolution processes

• infringement of IP rights

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We offer our clients clear, prompt and pragmatic legal advice on

complex business transactions. We have built ourselves a

reputation for handling complex innovative transactions and deal structures from public takeovers/tender offers to

divestments, company acquisitions and mergers. Acting for various corporate and investment banking clients, we specialize in the provision of a seamless services across complementary practice areas.

We have also advised on various privatizations, acted for major international corporations, financial institutions and Romanian

State privatization authorities in complex privatization transactions

As a full-service firm, we have a high level of expertise

in all M&A-related areas, our main focus being to bring a

transactions to a successful conclusion.

Our practice covers:

• due diligence analysis

• tender documents • transaction documentation

• regulatory issues and completion matters.

Mergers Acquisitions &

• privatizations

Mitel & Asociaţii advices on the full range of mergers and acquisitions, using a variety of transaction formats-takeovers,

leveraged buyouts, managment buyouts, recapitalizations, minority/majority investments, spin-offs-and covering issues

related to bid and tender preparations as well as mergers and acquisition finance.

in a wide range of industries.

Our extensive work experience allows us to advise across a wide range of subject areas in the public sector and

infrastructure projects involving Public Procurement, PPP and PFI schemes as well as projects financed through EU funds. We provide a blend of expert knowledge and practical advice designed to achieve our clients’ objectives in a cost-effective, bankable and pragmatic manner under very tight timescales.

Mitel & Asociatii has provided legal assistances in industries such as highways and road infrastructure, water and sewage, heat, hospitals, waste treatment,public transportation and European

Our legal services include:

• review of legal framework and draft amendments • preparing tender books and offers • drafting Terms of Reference and standard terms and contracts

I2Public Procurement, PPP, PFI

Our advice covers the initial structuring and tendering stage,including legislative and regulatory issues, through to the financingand final contractual negotiations.

finance, including cross-border projects.

Having a deep understanding of legal and technical issues, we can provide practical and readily implementable solutions to our clients.

• assistance for analyzing the bidders’offers • drafting works, services and concession contracts • drafting due diligence

• obtaining clarifications in tender procedures • drafting applications and bids • negotiation of risk matrix• negotiation of contracts • administrative and judicial claims.

Real Estate, ConstructionsEnvironment &

The development of the Real Estate market is subject to the globalization trend that affects the entire economy. Mitel & Asociatii has an excellent market understanding which allows it to offers its

clients integrated legal services covering all aspects of commercial real estate. Apart from mainstream real estate work, our expertise covers planning and public law issues, financing methods,

opportunities for tax efficiency, the impact of environmental and

construction laws and corporate schemes. Our multidisciplinary practice has allowed us to execute complex projects ranging from residential areas to office buildings, business centers, hotels and other resorts and leisure areashandling the entire property life-cycle.

We cover a wide range of matters, from advice on regulatory and compliance issues to the environmental aspects of manyother corporate activities as well as on contentious issues. Our expertise in the Environment, field arePlanning and Regulatory well-known and recognized by reputed international publications

The practice covers:• real estate acquisitions and disposals • real estate finance • sales and leaseback arrangements • planning and land use

• development (statutory and regulatory consents for development, process authorizations, infrastructure agreements) • hotels and leisure activities • commercial/residential lease

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such as Legal 500.

• environment • construction

Our firm’s expertise in Aviation & Aerospace ranges from the international aspects of Aviation Law

to specific advice on Romanian aviation laws and regulations.

of joint ventures for manufacturing aircraft parts, helicopters and helicopter parts, to the licensing of IP and other proprietary information.

Our legal services in this area cover:

• aircraft acquisitions (including public acquisitions) • aviation finance

• joint ventures

Aviation & Aerospace

Specific IndustriesI4

team that has provided promt straightforward advice to its

Mitel & Asociaţii has an extremely professional and diligent

clients in various matters, ranging from the establishment

We have extensive experience in all legal issues relevant to the oil & gas, electricity, water, renewable energy

mining and minerals industries. Our dedicated team combines

Thus, Mitel & Asociaţii has an ‘all industry’ approach, our advice being consistently sought in relation to utilities disposal andtrading, M&A, project development and finance, equity and

corporate debt funding, construction and engineering contracts,

environment, restructuring and privatization, procurement,

regulation, competition and dispute resolution.

The practice covers:

• electricity • oil & gas • water • renewable energy(wind, solar, biomass and hydroelectric) • mining

Energy, Natural Resources & Utilities

expertise in corporate & commercial, real estate and construction, PPP, planning and public law, competition,

financing and environment as well as ontentious practices.

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• concessions.

Ethics and confidentiality Mitel & Asociaţii is committed to excellence in the

practice of law, while maintaining the highest ethical standards and preserving the confidentiality of

our clients’ information. We have in place policies and procedures to assist all our lawyers in giving independent advice of the highest quality.

Long-term relationships with our clients

We pride ourselves on building long-term relationships

while creating value of our clients. This enables us to reach an understanding of our clients that makes us more sensitive to their concerns and responsive to their needs.

Technical excellence

While keeping a close contact with our clients, we

aim to be excellent technicians in our profession,

providing high quality advice promptly and efficiently.

Teamwork

We work as a team and we are aware that our lawyers

are the most valuable asset of our firm. Consistent with our vision, we invest in our people and we are

fully committed to develop and broadening our people’ skills, whatever their role is in our firm.

ValuesOur

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Every one of the cases that are brought to our attention is different. Each one has its own complexity and particularities. Thus, each time we embark on a new case, we establish the right approach and

delegate the appropriate resources, so that our involvement represents a guarantee that the project will be treated with equal commitment until it reaches its finality.

What we believe to set us apart from the other players on this market is that we view our clients as more than plain business projects. They are our partners. Helping them grow and reach their potential brings us

closer to our goal – to make sure that our legal advice

and support adds value to our clients’ businesses.

ConclusionsI7

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Mitel Asociatii,

ww

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itelpartners.ro

143 Calea Grivitei, 1st District, 010741, Bucharest

Tel: +40 21 314 31 55 +40 21 314 31 57 Fax: +40 21 314 31 60

office@mitelpartners.ro