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AUTHORIZED ADVISOR ON NEWCONNECT MARKET

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Autoryzowany_doradca_Newconnect
Autoryzowany_Doradca_Catalyst
Autoryzowany_Doradca_Aero

FOR NEW ISSUERS:

Preparation of flotation of the NewConnect:

Comprehensive preparation of a company to listing on the NewConnect, including in particular:

• preparation of a valuation and analysis of the company defines the parameters and structure of a potential issue
• transformation of a legal form
• consultations at a statute and other corporate documents in terms of compliance with the requirements of the market
• preparation of the resolutions of the General Shareholders’ Meeting
• conducting training course for members of the Board and key management personnel in the range of disclosure obligations, disclosure and protection of a confidential information, rules and restrictions on stock trading and also the implementation of obligations resulting from Corporate Governance Principles for companies listed on the WSE

Flotation on NewConnect

• preparation and authorization of Information Document
• providing training courses in the range of ESPI and EBI systems
• registration of shares in Central Depository and shareholders accounts’
• implementation of EBI and ESPI
• preparation of proposals for the flotation of securities on the NewConnect
• help with choice a market maker and issue agent
• representing the company before the Board of the Warsaw Stock Exchange
• coordination of a whole process

Conducting of a new issue of shares, comply with the law:

• preparation of a Offer Document and presentation for investors
• preparation of a subscription agreement,
• preparation of resolutions on General Shareholders’ Meeting
• preparation of a report from private placement
• offer of shares – conducted by INC Brokerage House
• in case of public offer – preparation of prospectus or memorandum

Acting as the Authorized Adviser in accordance with the requirements of the Alternative Trading System Rules

• cooperation with issuer in the field of disclosure obligations, particularly help with preparing periodic and current reports
• providing information about changes in the rules on the NewConnect
• supporting the issuer in formal communication with supervisory authorities
• current consulting about instruments
• implementation of obligations resulting from Corporate Governence Principles for companies listed on the WSE

FOR ISSUERS ALREADY LISTED:

Acting as the Authorized Adviser in accordance with the requirements of the Alternative Trading System Rules

• assist in conduction a transparent and consistent policy of investors’ relations
• training course in the field of MAR Regulation
• ensuring direct contact with two employees having an Alternative Trading System Adviser Certificate dedicated to handling a particular company, available by telephone and e-mail
• training course in the field of applicable regulations on the NewConnect
• providing informants, helping with the preparation of current and periodic reports
• analyze of given information not only in compliance with legal requirements, but also accepted market practices and investors’ expectations
• assistance in communication with investors and capital markets institutions (Financial Supervisory Authority, Warsaw Stock Exchange, Central Depository)
• monitoring an accuracy and range of content published in issuer’s website
• formal supporting all corporate events in a company – General Shareholders’ Meeting, payment of dividends, implementation of pre-emption rights etc.
• informing about changes in legislation in the range of financial instruments on NewConnect and Catalyst

Conducting offers with pre-emption rights
• preparation of parameters and structure of emission
• preparation of drafts resolutions on General Shareholders’ Meeting
• preparation of Information Memorandum, in accordance with the Regulation of the Minister of Finance, or Prospectus
• preparation of documents for the Central Depository
• preparation of current reports
• preparation of Information Memorandum for the Warsaw Stock Exchange in connection with a placing on NewConnect

The delisting process (the withdrawal of the company from trading):

Comprehensive support in the process of withdrawal listed company from trading on the regulated market, including in particular:

• supporting the process of tender offer for shares/squeeze-out procedure
• preparation of the General Shareholders’ Meeting in accordance with the requirements of the Public Offer of Financial Instruments Act (announcement, resolutions)
• preparation of the application to the Financial Supervisory Authority
• preparation of the application to the Warsaw Stock Exchange
• preparation of documents for the Central Depository
• preparation of current reports for the company
• preparation of proposals for changes in the Statute and regulations of the company adapting them to the non-public nature of the company
• comprehensive coordination of a whole process

Mergers and acquisitions of companies listed on the NewConnect, including backdoor-listing:

Comprehensive support in the process of mergers and acquisitions of listed companies, including in particular:

• preparation of a transaction parameters
• conducting the due diligence process of acquired company
• preparation of formal documents related to the merger, including merger plan
• preparation of current reports
• preparation of Information Memorandum
• coordination of the whole process

Change of a nominal value of shares (resplit/split):

Comprehensive support in the process of changing a nominal value of shares including in particular:

• preparation of resolutions of corporate bodies and agreements,
• preparation of documents for Central Depository and Warsaw Stock Exchange
• coordination of a whole process

Changing the trading system – transfer of the company on the Warsaw Stock Exchange regulated market

• due-diligence report on compliance of the company with the requirements of the regulated market
• training course in the field of disclosure obligations on regulated market
• preparation of a Prospectus with enclosures
• acting as the offeror for purposes of a public offering before Financial Supervisory Authority
• submission of the Prospectus in the Financial Supervisory Authority and assistance in the procedure before the Financial Supervisiory Authority
• help in the procedure before Warsaw Stock Exchange

Other consultancy in the area of capital market, in particular:

• preparation of analyses and comparative valuations for the companies from the industry
• developing and implementing the incentive programs based on shares
• help in restructuring processes of companies listed on NewConnect – action in order to restore the listing, the change of trading system, withdrawal from the Letters Alert List, help in the procedure before Warsaw Stock Exchange.
• help in a share buyback
• help in a procedure of dividend payment

Handling of process in terms of flotation of bonds on ASO Catalyst or regulated market Catalyst:

• preparation of applications and documents for Central Depository
• preparation of Information Memorandum/Information Note
• preparation of applications and documents for Warsaw Stock Exchange
• coordination of procedures

Handling of process in terms of payment of benefits with maturity dates:

• preparation of interest rate tables for Warsaw Stock Exchange
• assistance with preparation of information for Central Depository in connection with payment of benefits