- Corporate Funding – Where do we go from here?

Lestocq Orman Head of Debt Capital Markets Dutch and Nordic Corporates

Noordwijk November 8th 2013

Financial Times – 1 Nov 13

Financial Times – 30 Oct 13

Financial Times – 8 Sep 13

Europe bond rush brings in $29bn

Financial Times – 4 Nov 13

2

Today’s Agenda

1. What does the Dutch Corporate Funding Landscape Look Like? 2. Funding Options – Unrated to Rated 3. A Review of Heineken’s and Corio’s Capital Markets History 4. Rated vs. Unrated – What is the Benefit? 5. Rating Considerations and The Process 6. Documentation Considerations

But First….What Does the Broader Landscape Look Like?

3

EMEA Corporate New Issuance

New Issue by Region New Bond Issuance by Sector

EMEA Corporates (Developed Markets) – Debt Structures

Recent Dutch Headlines

- Het Financieele Dagblad 17th October 2013

- Het Financieele Dagblad 25th October 2013

- Het Financieele Dagblad 4th September 2013

Rates Are at Historically Low Levels

4

Source: Bloomberg 1st November 2013

The Rally Since Late September has Brought Spreads Near Multi-Year Lows

Key Market Data

10-year EUR Swap Rate still at Historically Tight Levels

Source: Bloomberg 4th November 2013

Source: Bloomberg 6th November 2013

Market technicals are still in great conditions : Investors are cash rich and starved for new issues Lack of corporate supply has allowed issuers to push pricing

significantly tighter from IPTs UST yields and German Bunds remain low The October FOMC statement was neither hawkish nor dovish,

but FOMC policy is still data dependent – still waiting on solid economic momentum to pull the taper trigger

The latest inflation reports show that inflation is below the targeted levels, increasing the likelihood of an ECB rate cut

The risks to waiting are: The US debt ceiling issue has not been resolved, and will

resurface in either late Q1 or early Q2 Tapering will come back to the table, and the UST yield curve is

expected to steepen once again Should the Eurozone take another leg down, or geopolitical risks

spike, market access could be spotty

Current 1 week 1 month 1 year

10yr € Mid-Swap 2.019 2.019 2.075 2.394

10yr Bund 1.684 1.697 1.727 1.876

10yr Treasury 2.632 2.493 2.611 1.597

iTraxx Main 84 84 104 173

iTraxx Xover 345 341 407 755

Dow Jones 15,618 15,680 15,130 12,218

Dax 9,047 9,022 8,594 5,898

Nikkei 14,337 14,326 14,456 8,455

EUR/USD 1.351 1.375 1.353 1.296

Gold 1,318 1,345 1,329 1,565

WTI 94 98 102 95

5

1. What does the Dutch Corporate Funding Landscape Look Like?

6

How are Corporates in the Netherlands Thinking About Funding?

Access to (long-term) debt funding is essential to be able to execute the corporate strategy and ensure growth ambitions can be explored

Large corporates have a balanced mix of bank vs. capital markets financing with RCF’s in place while also accessing the bond markets

Mid-caps active in bank market but have relied on USPP market rather than public bond markets Trend likely to continue as strong appetite for these names in the US market and the USPP investor base continues to look for supply

Companies reluctant to access the USPP market are selectively looking at private/public opportunities in Europe as the market evolves but at a slow pace

Bank lending back on the rise after a temporary slowdown due to Basel III requirements Banks with excess balance sheets, both European and especially non-European, are looking to lend at aggressive levels

Will a domestic bond market develop for Dutch corporates ? Markets exist for unrated domestic corporates in Finland, Norway, Sweden, Germany and now Denmark, France

Bank Lending Vs. Capital Markets

Establish Traded Secondary Curve

Match Assets/Liabilities

Size

Pricing

Covenants Reasonably Standard

Maturities Available

Decrease Bank Dependency

Diversification

How Choose a Market?

Pricing

Cost

Close Relationship with Bank

Limited CM Experience

Negotiable Terms/Conditions

Key part of Capital Structure

No Investor Relationship

Flexible Amounts

Capital Markets Financing Bank Financing

Date Issuer Product Value Matuirty Coupon07-Feb Unilever Senior USD 1bn Feb-21 4.25007-Feb Unilever Senior USD 500mn Feb-16 2.75014-Feb TenneT Senior EUR 500mn Feb-18 3.87514-Feb TenneT Senior EUR 500mn Feb-23 4.62520-Apr Schiphol Senior EUR 438mn Apr-21 4.43006-Sep EBN Senior CHF 150mn Oct-23 1.62506-Sep EBN Senior CHF 350mn Oct-16 0.75008-Sep KPN Senior EUR 500mn Oct-21 4.50006-Oct Gasunie Senior EUR 500mn Oct-21 3.62511-Nov KPN Senior GBP 400mn Nov-26 5.00008-Dec Akzo Nobel Senior EUR 800mn Dec-18 4.000

Date Issuer Product Value Maturity Coupon19-Jan Enexis Senior EUR 300mn Jan-22 3.37522-Feb KPN Senior EUR 750mn Mar-22 4.25005-Mar Philips Senior USD 1bn Mar-22 3.75005-Mar Philips Senior USD 500mn Mar-42 5.00012-Mar Heineken Senior EUR 850mn Mar-19 2.50012-Mar Heineken Senior EUR 500mn Mar-24 3.50009-Mar Philips Senior USD 432mn Apr-27 4.15029-Mar Heineken Senior USD 750mn Apr-22 3.40006-Jun Alliander Senior EUR 400mn Jun-24 2.87512-Jun EBN Senior CHF 235mn Jul-19 0.62512-Jun EBN Senior CHF 125m Jul-24 1.12506-Jul Gasunie Senior EUR 500mn Jul-22 2.62520-Jul Akzo Nobel Senior EUR 750mn Jul-22 2.62525-Jul KPN Senior EUR 750mn Feb-21 3.25026-Jul Heineken Senior EUR 1bn Aug-20 2.12526-Jul Heineken Senior EUR 750mn Aug-25 2.87530-Jul Unilever Senior USD 550mn Aug-17 0.85030-Jul Unilever Senior USD 450mn Jul-15 0.45014-Aug Shell Senior USD 1bn Aug-22 2.37514-Aug Shell Senior USD 500mn Aug-42 3.62502-Oct Heineken Senior USD 500mn Oct-15 0.80002-Oct Heineken Senior USD 1.25mn Oct-17 1.40002-Oct Heineken Senior USD 1bn Apr-23 2.75002-Oct Heineken Senior USD 500mn Oct-42 4.00023-Oct Gasunie Senior EUR 500mn Oct-15 0.87507-Nov Enexis Senior EUR 500mn Nov-20 1.87508-Nov Alliander Senior EUR 400mn Nov-22 2.250

29-Nov Shell Senior USD 750mn Dec-15 0.625

Date Issuer Product Value Maturity Coupon07-Mar KPN Hybrid EUR 1.1bn Perpetual 6.12507-Mar KPN Hybrid GBP 400mn Mar-73 6.87514-Mar Wolters Kluwer Senior EUR 700mn Mar-23 2.87521-Mar KPN Hybrid USD 600mn Mar-73 7.00021-Mar Ziggo Senior EUR 750mn Mar-20 3.62526-Mar Heineken Senior EUR 500mn Apr-21 2.00008-Apr Heineken PP EUR180mn Apr-33 3.25011-Apr Heineken PP SGD 75mn Mar-15 2.71011-Apr Heineken PP EUR 100mn Apr-18 1.25019-Apr Heineken PP EUR100mn Apr-33 2.56210-May Heineken PP SGD 100mn Feb-17 6mS +55bp27-Jun Heineken PP SGD 95mn May-18 2.16529-Jul Unilever Senior EUR 750mn Aug-20 1.75007-Aug Shell Senior USD 1.5bn Aug-18 1.90007-Aug Shell Senior USD 1bn Aug-23 3.40007-Aug Shell Senior USD 1.25bn Aug-43 4.55003-Sep Unilever Senior USD 750mn Mar-19 2.20012-Sep ASML Senior EUR 750mn Sep-23 3.37525-Sep TenneT Senior EUR 500mn Nov-20 2.12506-Nov Koninklijke DSM Senior EUR 300mn Nov-19 1.750

0123456789

101112131415

2011 2012 2013

EUR GBP CHF USD SGD

An Overview of Dutch Public Investment Grade Issuance Since 2011

Total EUR Equivalent Issuance – 2011: €6bn, 2012: €15bn, 2013: €8.8bn

7 Source: Dealogic as of 6th November 2013 = BNP Paribas acted as a Joint Lead Manager

(€bn)

What will Drive Dutch Corporates in The Near Term?

8

0

500

1,000

1,500

2,000

2,500

3,000

EUR USD GBP CHF

Distribution Debt Maturing in 2014-2015

Re-financings, Liability Management and Market Opportunities to Drive DCM in the Years to Come

Maturities Public Maturities Maturities Maturities

USPP Maturities

* Was done as EUR155mn

0

5

10

15

20

25

0

1,000

2,000

3,000

4,000

5,000

2011 2012 2013

USPP Volume Number of tranches (RHS)

Dutch Corporates in the USPP Market

9

The USPP Market has Been a Stable and Consistent Source of Funding for Dutch Corporates

Year-to-date volume about 25% below the record setting prior comparable period supply/demand imbalance

Investors compete for allocations and higher yields increasingly aggressive in pursuing structured transactions and those from new jurisdictions and sectors

Investors also have been more receptive to delayed funding and floating rate notes

As rates have increased, investors are more eager to invest in shorter maturities as evidenced by the recent BNPP-agented transaction for Essilor

Despite the volatility in the public market, the private placement market has once again demonstrated impressive resiliency

We expect this to persist for the remainder of the year and hopefully into 2014

Market Developments Market Characteristics

Deep Liquidity

Flexible Structures

Multiple Currencies

Flexible Maturities

International Issuer Base

Sector Friendly Investors

Implied IG Market

Covenants Required

($mn)

10

2. Funding Options – Unrated to Rated

What to Think About Before Starting the Process

What questions does a company needs to ask itself at an early stage with respect to debt financing ?

Rating A rating does not incur additional financing costs – a rating gives a company more attractive funding levels

Does the company have enough manpower to hand-hold the rating agencies and update them on a regular basis

Who is best positioned to support the company internally?

Disclosure What is required for which instrument?

Tenor & Currencies

Matching cash-flows with liabilities

Long-term investment financed with long-term debt ? Or paramount to optimize costs ?

Format (flexibility vs. costs )

How much lead-time does each instrument need ?

Schuldschein vs. Bonds

With or without Financial Covenants

Future Funding Needs

What do I need over the next 3-5 years?

What are my options/capacity in each market ?

How do I position myself among debt investors ?

Am I happy to continue my reliance on banks?

11

Unrated Options

“Euro PP” Unrated Eurobond Schuldschein US Private Placement Market Size (million) €1,500 €7,000 €13,000 $57,635

# Operations (2012) 7 10 128 236

Issuer nationality International International 70% German 55% US

Investor base Insurances Insurances, Asset Managers, Pension Funds, Private Banks Banks, Insurances Insurances, Pension funds

Nationality French European German & International US & UK

Accounts (#) <30 100-300 >200 50

Deal size (million) €50 to €250 €250 to €500m €50 to €500 $50 to $1.500

Maturity 5 to 7 years 5 to 7 years 3 to 10 years 3 to 30 years

Repayment Bullet Bullet Bullet / Amortizing Bullet / Amortizing

Currency EUR EUR EUR & USD USD & EUR & GBP

Coupon Fix Fix Fix / Floating Fix / Floating

Reference Rate Mid-Swap Mid-Swap Mid-Swap / Euribor Treasury / $Libor

Marketing Roadshow in Paris + Calls European Roadshow (Paris, London, Germany & Switerland) Roadshow in Frankfurt + Calls 2 to 4 days roadshow: US / (UK) +

Calls Execution (weeks) 6 to 8 4 to 6 6 to 8 6 to 12

Applicable law To be Confirmed French German US

Listing Paris / Luxembourg Paris/Luxembourg No No

Documentation Prospectus Prospectus Schuldschein loan agreement Standard USPP under Section 4(2) or RegD

Financial covenants Flexible but more and more in line with banks documentation Usual HG covenants Similar to any existing loan

covenants Yes: Usually 1 or 2

Roadshow - €20/30k €10/20k €50/100k

Lawyers €50/100k €50/100k €20/50k €100/200k

Key aspects Growing club of French investors

Private marketing

Public documentation

Established European base of investors

Public marketing

European Roadshow

Light legal process

Flexible on currency and terms

Delayed funding

Multiple currencies

Long maturities

MARKET

STRUCTURE

EXECUTION

LEGAL FRAMEWORK

COSTS

INVESTORS

12

The EuroPP Market – An Overview

13

Source: BNP Paribas, Bloomberg, 31st July 2013

Corporate EuroPP Issuances 2012- 2013 YTD

2012

Issuer Amount (€)

Maturity Date

Coupon (%)

Issue Spread vs.

MS Implied Ratings

BONDUELLE 145,000,000 11-Mar-19 3.830 250 Low BBB

PLASTIC OMNIUM 250,000,000 12-Dec-18 3.875 283 Low BBB

ORPEA 65,000,000 10-Jan-18 4.100 315 High BB / Low BBB

ORPEA 128,000,000 30-May-19 4.600 340 High BB / Low BBB

NEOPOST 150,000,000 6-Dec-19 3.500 225 High BBB / Low A

LACTALIS 128,500,000 19-Dec-17 3.150 230 Low BBB

LACTALIS 22,000,000 19-Dec-18 3.450 245 Low BBB

LACTALIS 356,500,000 19-Dec-19 3.750 260 Low BBB

FROMAGERIES BEL 20,000,000 20-Dec-18 2.750 175 High BBB / Low A

FROMAGERIES BEL 140,000,000 20-Dec-19 3.000 185 High BBB / Low A

SOUFFLET 100,000,000 21-Dec-18 4.250 325 High BB / Low BBB

ADEO 100,000,000 30-Jan-20 2.750 150 LowA

LFB 50,000,000 22-Feb-19 3.850 270 BBB

AKKA TECH 100,000,000 29-Jun-18 4.450 325 High BB / Low BBB

STERIA 180,000,000 7-Dec-19 4.250 320 High BB / Low BBB

HAVAS 100,000,000 11-Jul-18 3.125 200 High BBB

GL EVENTS 50,000,000 15-Jul-19 4.700 338 High BB / Low BBB

ALTRAN 135,000,000 16-Jul-19 3.750 246 Low BBB

VRANKEN 50,000,000 30-Jul-18 4.000 284 Low BBB

KORIAN 67,500,000 2-Aug-19 4.625 336 High BB / Low BBB

AGRIAL 95,000,000 31-Jul-20 4.000 244 BBB

2013

Standard Investment Grade documentation: Change of Control, Pari-Passu, Negative Pledge & Cross Default

Issuers: This is an attractive market for unrated issuers looking for disintermediation and a direct access to a club of institutional investors . It is intended to debut issuers which are mainly French for now but some investors are willing to look at European issuers as well

Fixed Maturity. Usually between 5 to 7 years but sweetspot is around 6 years. Tranching is sometimes considered for specific needs.

Euro PP Key Characteristics

Size: €50m to €250m is feasible bearing in mind that 75% of deals in the €50/150mn range and average amount around €125mn

Investors are usually French but for the most of them insurance companies and pension funds. Those investors could be approach through a club deal or a bilateral format.

Financial covenants are flexible. From full package, step-up coupon, to none, on a case by case basis.

Limited implicit subordination required (limited financings secured and/or at the subsidiaries’ level)

Market size: 15-25 French institutional investors with potential ticket size from €5m to €100/150m; but this market is growing with potentially new pocket of liquidity in France (private banks and convertible investors) but also institutional investors in Europe

Yield targeted: c. 2,50-4,50% for 5-7yr depending on implicit credit risk

Public Capital Markets Financing Options in Europe - Rated

Euro Belgium-Retail GBP CHF

Format / Currency Public

EUR

Public Retail Offering

EUR

Public

GBP

Public

CHF

Available Tenors / Current Sweet spot

1yr – 15yr potentially long end to open up soon 3 – 7 years 3 – 30yr+ 2 – 8 year, potentially 10y depending

on 2-3 accounts

Investor Universe Asset Managers, Insurance & Pension Funds, (Retail-) Banks True retail investors Primarily UK Institutional investors with

retail bid slowly developing Asset Manager, Private Bank’s,

Insurances & Pension Funds

Typical Deal Size EUR 500mn considered benchmark

size

Smaller trades typically via EMTN EUR 50-300mn

GBP 200mn+ is considered benchmark size

Limited private placement opportunities

CHF 150 – 300 mn

Issuer / Credit Profile Investment Grade potentially X-Over Investment Grade potentially X-Over Investment Grade Investment Grade

Liquidity over a 12 months period

EUR 5 – 6 bn in Benchmark format EUR 1 – 1.5 bn via EMTN - GBP 1 bn+ CHF 500-750mn

Documentation Considerations

EMTN / Reg S EMTN / Reg S with 1k denoms and Belgian wrapper EMTN / Reg S EMTN with Swiss Wrap or Standalone

Market Drivers / Yield expectations

Risk appetite of institutional investors and relative value approach supported

by demand from “retail “ investors

Minimum return f or well known names in the region of 3.5-4.0%

Risk appetite of institutional investors and relative value approach supported

by recent demand from “retail “ investors

Yields expected to stay low, expect whole investor base to remain

active, issue opportunities ultimately driven by basis swaps

14

Public Capital Markets Financing Options in USD/Americas

SEC 144A

Format / Currency Public

USD

Public

USD

Available Tenors / Current Sweet spot

6m – 30years+

3-, 5-, 10, 30-years

6m – 30years+

3-, 5-, 10, 30-years

Investor Universe US Institutional Investors US Institutional Investors

Typical Deal Size USD 1-2 bn+ USD 1-2 bn+

Issuer / Credit Profile Rated IG Rated IG

Liquidity over 12 months period USD 7-8 bn USD 5-7 bn

Documentation Considerations

Full SEC registered with

two 10b5-opinions Rule 144A documentation with two 10b5 opinion

Market Drivers / Yield expectations

Risk appetite of institutional investors

and relative value approach supported by demand from “retail “ investors

Risk appetite of institutional investors only and relative value approach

15

16

3. A Review of Heineken’s and Corio’s Capital Markets History

- A Case Study

17

2003 2008 2009 2010

€10bn EMTN Programme Established

1.1bn 1.4bn

0.4bn 0.14bn 0.21bn

2012

Unrated Issuer Baa1/BBB+ Issuer

7th March Baa1/BBB+ Rating

Announced

4bn 3.1bn

2013 2014+

? 0.88bn 0.725bn (USPP)

0.27bn

Public EUR USPP Schuldschein

0.5bn (USPP) 0.3bn SSD?

Public EUR Public GBP SGD PP

USPP SGD PP

Public USD Public EUR

Public EUR EUR PP SGD PP

Evolution of Heineken’s Funding from Unrated to Rated

Debt Composition

78

14 3 5

% Traded Notes

USPP

SSD

Bank Financing59 28

2 6 1 2 1 1

%

EURUSDNGNGBPPLNCHFSGDOther

Source: Heineken

Currency Split Net Debt Source Split LT Debt (as per Jun-13)

Due to its strong brand name, Heineken have traditionally had access to a variety of markets on an unrated basis

With limited bond financing needs prior to 2012, the company did not see a need for a public rating

With the acquisition of Fraser & Neave’s stake in Asia Pacific Breweries in 2012 (ca. $4.1bn), the company had to refinance the acquisition facility in the bond market. In order to get access to the USD RegS/144a market, the company decided to obtain ratings

The spread reaction on Heineken’s outstanding, publicly traded, debt was dramatic and the spreads tightened in by ca. 30-40bp during the intraday trading session. The CDS had a similar reaction with significant tightening

With public ratings, Heineken now have access to the full range of Debt Capital Markets products and can thereby enjoy the full flexibility to quickly and efficiently tap any market on an opportunistic basis

18

- A Case Study (Cont’d)

Click to add subheading

Heineken Long Term Debt Maturity Profile as per June 2013

Source: Heineken * Debt Maturing in remaining of 2013

Heineken has a wide range of debt maturities with the longest-dated Notes maturing in 2043* Expected average interest rate for Full Year 2013 is approximately 4.5% (vs. 5.4% actual average interest rate

in year 2012* Heineken have made full use of its EMTN program by issuing Public- and reverse enquiry driven Private

Placement transactions across currencies and maturities depending on the investor appetite at the time Away from the EMTN market, Heineken have also diversified its investor base further by tapping the Public

USD, USPP and German Schuldschein markets

* Heineken

19

- A Case Study

2004 2010

0.25bn

2012

Unrated Issuer Baa1/BBB+ rated

2013 2014+

? 0.5bn

USPP EUR PP Public EUR (Both

Stand- Alone Documentation)

EUR PP (EMTN)

0.511bn (USPP)

2005 2006 2007 2008 2009 2011

0.15bn 85mn

€2.5bn EMTN Programme Established

0.5bn

Public EUR (EMTN)

Evolution of Corio’s Funding from Unrated to Rated

Debt Maturity Profile

Source: Corio

Debt Composition

Source: Corio

25th May - BBB+ S&P 16th June - Baa1 Moody’s

Rating Announced

USPP

1.2bn (USPP)

Baa2/BBB+ rated

20

4. Rated vs. Unrated – What is the benefit?

150

170

190

210

230

250

270

01-Mar 06-Mar 11-Mar 16-Mar

Luxottica

40

60

80

100

120

140

12 Sep 15 Sep 18 Sep 21 Sep 24 Sep 27 Sep 30 Sep

Maersk 2017 Maersk 2019

020406080

100120140

01-Mar 06-Mar 11-Mar 16-Mar

Heineken 2016 Heineken 2014

21

Benefits of a Rating

020406080

100120140160

Jan-11 Mar-11 Jun-11 Sep-11 Dec-11 Mar-12

Heineken 2016 Heineken 2014

14’s tightened c.40bp intraday 16’s tightened c.30bp intraday

050

100150200250300350

Jan-11 Mar-11 Jun-11 Sep-11 Dec-11 Mar-12

Luxottica

15’s tightened c.50bp intraday

What happened to Maersk’s, Heineken’s and Luxottica’s bonds at announcement of the rating?

Source: BNP Paribas

17’s tightened c.31bp intraday 19’s tightened c.37bp intraday

406080

100120140160

Jul 13 Aug 13 Sep 13

Maersk 2017 Maersk 2019

Rated Unrated Investor Base Broadest- full range of investors can buy rated paper Significantly reduced (50/75%) as many investors are unable to buy unrated paper

Market Access High Uncertain – Highly dependent on market sentiment

Pricing Full price tension Limited tension Wider pricing (+50 to 100bp)

Maturity Full curve available 3-7 years

Size Total flexibility from PP size up to large benchmarks EUR200-500mn

22

Why did Maersk and Heineken Decide to get Ratings?

Extract of Presentation Given by Maersk CFO on the Capital Markets Day on the 25th September 2013

Extract of Heineken’s Media Release (7th March 2012)

The public credit ratings announced today, the first in the company’s almost 150-year history, provide Heineken with continuous access to a wide range of funding sources and will facilitate and further enhance its already successful track record in the financial markets

“The award of these credit ratings underlines our commitment to transparency and diversification of our funding sources”

“Our sound financial policies and conservative approach towards managing liquidity and funding continue to support a strong capital structure in the long-term”

23

5. Rating Considerations and the Process

24

Prior to committing to seek a rating ...

The best time to get a rating is when you don’t need one The rating process typically takes around three months Senior management involvement is critical Lack of availability/focus may delay/prejudice the rating

Having a rating increases your confidence In a consolidating sector, a rating increases certainty and

can assist quick and easy access to the capital and bank bridge financing markets

You know the rating before you need to use it Any potential rating issues can be addressed well in

advance Assessing the impact of an acquisition is much easier for a

rated company

The rating can be kept confidential until needed The Agencies have an excellent track record on

confidentiality

Benefits: Establishes initial rapport with key analysts Allows for informal discussion on approach, methodology,

industry outlook Helps ensure all key issues are identified prior to the

management presentation Has proved successful in helping achieve an optimal rating

outcome

Typical Agenda: Plans / thoughts for using ratings in the future Rating timing and fees Agreement to maintain rating confidentiality Views on peer group industry outlook ownership structure

Initial thoughts on the rating Any other business

Timing An informal meeting with key Agency analysts

... Management should consider…

25

The rating process consists of 4 phases

The Client: “Owner” of the ratings

process

Knowledge of the business and its intrinsic risks

Collect data

Inform outside participants

(if appropriate)

Send documents to

agencies

Management meetings

Ongoing relationship with Rating Agencies

Select rating

agency

Preparation of management

meetings

Due diligence meetings

Prepare background document

Finalise documentation

Define information

needs

Recommend presentation

strategy

Notify rating agencies

PHASE II PHASE I PHASE III PHASE IV

3 weeks 8 weeks 12 weeks Flexible Timetable

Ratings Advisor: Advises “behind the

scenes”

Knowledge of credit analysis & rating agency perspective

Rating obtained

Involving close co-ordination of your company and Ratings Advisor

26

6. Documentation Considerations

Disclosure & Reporting Requirements

Issue Type Bond Schuldschein US-PP

Financial Disclosure in the Prospectus/Document

Prospectus Directive requires at least 2 years of historic financials

A bond issuance outside the Prospectus Directive is possible !

None None

Minimum Reporting

2 year of annual reports with auditors certificate , Investors would

appreciate slightly longer historic figures

Not defined, but Investor will ask for last 3 annual reports

Not defined, but investors will ask for last 3 annual reports

Recommended Reporting At least audited annual reports with

intra-year performance updates, ideally unaudited semi-annual accounts

At least audited annual reports with intra-year performance updates, ideally unaudited semi-annual

accounts

At least audited annual reports with intra-year performance updates, ideally unaudited semi-annual accounts

Any covenant testing None At least semi-annually At least semi-annually

Investors across all instruments will make a comprehensive analysis of the company’s credit profile Disclosure will always have a material effect on pricings and liquidity With the right Lead Manager, you should be able to find the right structure/market for various disclosure levels agreed to by the company True private placements including use of NDA can be successfully placed depending on pricing, structure and size

A comprehensive credit decision needs to be made. Hence sufficient material needs to be made available also adhering to any listing standards

27

Disclaimer

28

Information and opinions included in this document are confidential and are provided for information purposes only. Accordingly, no representation, warranty or undertaking, express or implied, is made as to or in relation to the accuracy or completeness or otherwise of the material in this document or as to the reasonableness of any assumption contained herein or any other information made available (whether in writing or orally) to any recipient or interested party (or its advisers). The information and opinions included in this document are subject to change without notice as they are based on BNP Paribas’ understanding as of the date mentioned or based on BNP Paribas’ own appraisal of the applicable facts, law and regulations in force at the date hereof. This document is not intended to provide the sole basis of any evaluation of the matters discussed herein or the treatment thereof. BNP Paribas does not provide any accounting, legal, taxation, investment or regulatory advice in connection with the transaction described in this Document and recipients should seek their own independent professional advice as appropriate. Information and opinions contained herein are published for the interest of recipients, but are not to be relied upon as authoritative or taken in substitution for the exercise of judgement by any recipient. BNP Paribas assumes no responsibility or liability for the information contained herein and is not holding out any such information as a recommendation to take (or refrain from taking) any action whatsoever. Where appropriate recipients must consult their own advisers prior to making any decision in respect of matters discussed herein. This document is not, and should not be construed as, an offer document or an offer or solicitation to buy or sell any investments or enter into any transaction. No BNP Paribas Group Company accepts any liability whatsoever for any direct or consequential loss arising from any use of material contained herein. This document is confidential and is submitted to selected recipients only. It may not be reproduced (in whole or in part) or provided to any other person.

This document is not intended for Retail Clients as defined by MIFID and should not be passed on to any such persons.

By accepting this document you agree to be bound by the foregoing limitations.

BNP Paribas London Branch (registered office: 10 Harewood Avenue, London NW1 6AA; tel: [44 20] 7595 2000; fax: [44 20] 7595 2555) is authorised by the Autorité de Contrôle Prudentiel and the Prudential Regulation Authority and subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority. Details about the extent of our authorisation and regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct Authority are available from us on request. BNP Paribas London Branch is registered in England and Wales under no. FC13447. www.bnpparibas.com