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PRESENTATION TO MALAYSIAN OIL & GAS SERVICES COUNCIL MEMBERSGetting It Right With Your Public Listing

By Kenneth ChowSenior Vice President, Capital MarketAlliance Investment Bank Berhad

11 June 2008

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Rationale for an IPO

When to List?

Overview of SC’s Guidelines on the Offering of Equity and Equity-Linked Securities

Key Considerations Affecting IPO Price

Key Strategic Issues

Overview of the IPO Process

About Us and Our Recent Transactions

Contact Persons

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Rationale for an Initial Public OfferingRationale for an Initial Public Offering

ACCESS TO CAPITAL MARKET Provides immediate access to the capital market for funding requirement Provides a wider choice of financing alternatives and not limited to

conventional bank borrowings

PROVIDES LIQUIDITY AND MARKET REFERENCE Public quotation of shares provides liquidity and market value reference

for shares, allowing for realisation of investment yet maintain control Having a market value reference for the shares may also increase the

choice of financing alternatives at the shareholders’ level

REMOVAL OF PERSONAL GUARANTEE Personal guarantees from shareholders not normally required for

borrowings by listed companies

FACILITATE MERGERS AND ACQUISITIONS Listing could facilitate future mergers and acquisitions for expansion as

listed shares could now be used as consideration to pay vendors

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Rationale for an Initial Public OfferingRationale for an Initial Public Offering (Cont’d)(Cont’d)

PROFILE ENHANCING Enhances profile and stature of company among employees, clients,

suppliers, regulators and potential job-seekers

RETAIN AND INCENTIVISE EMPLOYEES Ability to retain and incentivise employees via Pink Form and employee

share option scheme which allows company’s cash resources to be preserved as opposed to cash bonus

VALUATION Valuation for local home grown companies will often find that due to

familiarity with their operations, these companies usually have a loyal investor base which may provide attractive valuation premiums

LIQUIDITY Liquidity for local home grown companies tend to be the strongest in their

home markets

OPPORTUNE TIMING FOR OIL & GAS COMPANIES The prospects for the Oil & Gas sector in Malaysia are promising with

heightened spending underpinned by the sustained high crude oil prices. Also, the buoyant and rising energy demand will continue to spur Oil & Gas activities and the tight supply chain will be conducive for long term growth of the Oil & Gas sector

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Rationale for an Initial Public OfferingRationale for an Initial Public Offering (Cont’d)(Cont’d)

BURSA MALAYSIA AS THE PREFERRED LISTING DESTINATION* Malaysia has built a robust platform for corporate governance with a

comprehensive and robust regulatory and legal framework for investor protection in both the conventional and Islamic capital market

Malaysia ranked 4th for investor protection by World Bank in 2007 Malaysia ranked 5th worldwide for compliance with the Financial Action

Taskforce’s standards on anti-money laundering and counter terrorist financing

Bursa Malaysia is the world centre for price discovery of crude palm oil and home to several of the world’s largest plantation companies

Bursa Malaysia has an active market for corporate transactions, ranking 3rd after China and India for announced M&A deal value in Asia Pacific ex-Japan by PricewaterhouseCoopers in 2006

Malaysia has the most comprehensive Islamic Capital Market in the world – broadest range of Shahriah-compliant products and services

Malaysian domestic unit trust industry which invests substantially in Malaysian equities is the largest in ASEAN with a net asset value of RM154 billion as at September 2007

High levels of savings sitting in bank deposits, insurance and pension funds representing a large domestic pool of savings

Source: * Keynote Address by YBhg Dato’ Zarinah Anwar, Chairman, Securities Commission, Malaysia at the Bursa Malaysia “Your Preferred Listing Destination” IPO Conference, 12 December 2007

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When to List?






Contact Persons

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When to List?When to List?

LISTING CAN BE CONTEMPLATED WHEN AND IF:

The company is in need of alternative source of funding for financing expansion or diversification

The company demonstrates strong qualitative and quantitative performance and potential

Business conditions and market sentiments for the business segment in which the company is operating are conducive for a successful listing

Shareholders’ desire to realise their investments in the company

Desire to enhance status and increase exposure

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When to List?






Contact Persons

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• RM60 mil • Min. par @

RM0.10

• RM40 mil • Min. par @

RM0.10

• Uninterrupted profit 3-5 yrs with min. RM30 mil aggregate PAT (after MI & exclude EI)

• Most recent financial yr PAT of min. RM8 mil

• NO accumulated loss

• On Group Basis, at least 1 company must qualify, OR

• On Proforma Basis, same business, common director & common shareholders over track record period*

• Uninterrupted profit 3-5 yrs with min. RM12 mil aggregate PAT (after MI & exclude EI)


• NO accumulated loss

• On Group Basis, at least 1 company must qualify, OR

• On Proforma Basis, same business, common director & common shareholders over track record period*

• RM500 mil market capitalisation upon issuance of prospectus


• Not applicable

• Promoters are not allowed to sell, transfer or assign their entire shareholdings as at admission for 6 mths

• For IPC listing, min. 45% of issued & paid-up capital for 1 yr after admission and continue till project generates 1 full financial year of operating revenue, thereafter 50% p.a. on straight line basis

• Promoters are not allowed to sell, transfer or assign their entire shareholdings as at admission for 6 mths

Minimum Issued & Paid-Up Capital

Historical Profit Track Record Market Capitalisation Moratorium on Promoters

Main Board

Second Board

OR

Quantitative ConsiderationsQuantitative Considerations

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• Min. 25% of enlarged issued & paid-up capital at IPO

• Min. 1,000 public shareholders holding min. 100 shares each

• 30% Bumiputera equity participation upon listing

Enlarged capital < RM200 mil

• HIGHER of 5% of enlarged capital OR aggregate RM3 mil in par value

Enlarged capital > RM200 mil

• HIGHER of 2% of enlarged capital OR aggregate RM10 mil

• NTA > Par value

Compliance with NDP Minimum Public Offer SizeNet Tangible Assets

(“NTA”)

Main Board

&Second Board

Public Shareholding Spread

Quantitative Considerations Quantitative Considerations (Cont’d)(Cont’d)

Note for *

Bumiputera controlled companies are exempted from this requirement subject to the following:

(a) The group must have genuine pooling arrangement;

(b) The company which is the single largest contributor, on an average basis for the past 3 full financial years, to the proforma group’s profits should have been incorporated and operating in the same or complementary business for at least five full financial years prior to making submission to the SC;

(c) Each company to be pooled together must have been a Bumiputera-controlled company of the same Bumiputera shareholders with controlling shareholding for at least 3 financial years prior to making submission to the SC; and

(d) The company used as the listing vehicle must, upon listing and for the next five years subsequent to the listing, be a Bumiputera-controlled company.

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Business Operations

Prospects of Business

Core Business

Independent Business

Historical Track Records: Qualifying company must have been incorporated and operating in the

same business during the profit track record period or longer prior to submission

Where listing is on proforma basis, single largest profit contributor for past 3 years must satisfy the above requirement

Healthy growth prospect Future profit is derived from core business as that supporting historical profits

Principal or sole asset should not be an investment in another listed company

Must have an identifiable core business of which it has majority ownership and management control

Profit and market capitalisation contributions from associated company(ies) do not exceed that from subsidiary company(ies)

Qualitative Considerations (Cont’d)Qualitative Considerations (Cont’d)

Market Capitalisation: Qualifying company must have been incorporated and operating in the

same business for at least 3 full financial years prior to submission Where listing is on proforma basis, single largest profit contributor for past

3 years must satisfy the above requirement

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Conflict of Interests

Transactions with Related Parties

Chain Listing

Must resolve, eliminate or mitigate all conflict of interests between the company and its interested persons prior to listing

All trade debts exceeding normal credit period and all non-trade debts owed by interested persons must be fully settled prior to listing

No related party transactions on terms which are unfavorable to the company

Must be involved in a distinct and viable business Must be independent in terms of operations, management and finance Must not be in situation which will give rise to intra-group competition or

conflict of interest situations Already listed company must have separate business and able to sustain

its own listing Contributions from an already listed subsidiary cannot be taken into

account if parent company seek listing

Qualitative Considerations Qualitative Considerations (Cont’d)(Cont’d)

Financial Position & Liquidity

Continuity of Management

Healthy financial position and sufficient level of working capital

Substantially same management (Executive Director & senior management) for min. 3 full financial yrs prior to admission

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When to List?






Contact Persons

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Key Considerations Affecting IPO PriceKey Considerations Affecting IPO Price

GROWTH PROSPECTS OF COMPANY AND INDUSTRY The growth prospect of the industry and the company would be a

significant factor in the pricing of the IPO price The quality of earnings potential of the company would be also be a key

factor in the pricing of the IPO price

VALUATION OF IPO COMPANY Price to earnings (“P/E”) method Price to book (“PBV”) method Discounted Cashflow method Net tangible asset (“NTA”) method Combination

REFERENCE MADE TO COMPARABLE COMPANIES LISTED ON BURSA SECURITIES Comparable companies are usually those in the same industry and

competing for the same group of customers

TRENDS IN THE PAST AND FUTURE FINANCIAL PERFORMANCE The IPO price is generally affected by the past financial performance and

future financial performance of the company going for listing

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Key Considerations Affecting IPO Price Key Considerations Affecting IPO Price (Cont’d)(Cont’d)

COMPETITIVE EDGE OF THE COMPANY A company going for listing which has sustainable competitive edge will

be accorded higher valuation

BARRIERS TO ENTRY High barriers to entry which is not easily penetrated by potential entrants

would allow the company to be able to attract better valuation

MARKET SHARE Market leaders or companies with high market shares are usually

companies which have strong brand names and such companies are sought after by the investing public

ABILITY TO WITHSTAND ECONOMIC DOWN CYCLES Companies which have managed to demonstrate strong resilience during

past down cycles will attract a stronger demand from the investing public

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When to List?






Contact Persons

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Key Strategic IssuesKey Strategic Issues

1. Amount of Capital to be Raised

The key issue to be considered is the funding requirement of the company and the objectives of the company as well as the objectives of the shareholders. This will have an impact on the mode of public offering.

2. Corporate Structure

In a situation where a newco structure is used, it will be an investment holding company that will own shares in the operating companies. This holding company structure will provide flexibility in the event the Group diversifies into other areas as it will not affect or disturb the operations (in particular the licensing requirements) of the operating companies.

However, there are factors to be considered before adopting such a structure, which are listed below:-

the limitations on the distribution of tax-exempt dividends between companies; the stamp duty and tax implications arising from the restructuring exercise to arrive at

the holding company structure; and tax efficiency consideration in respect of the holding company (investment holding

companies have certain restrictions as to deductibility of expenses).

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Key Strategic Issues (Cont’d)Key Strategic Issues (Cont’d)

3. Bumiputera Participation

A company seeking a listing on Bursa Securities is required to have at least 30% of its enlarged paid up share capital to be held by approved Bumiputera investors.

Based on present ruling, MITI requires Bumiputera shareholder(s) who are invited by the Company to have invested in the company for at least 6 months prior to the date of the application to MITI for the listing exercise, before qualifying as Bumiputera Investor(s).

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4. No Material Conflict of Interest

The company needs to declare the nature, character and extent of the relationship between the company and its directors or substantial shareholders and the conflict of interest (if any) to the SC.

Prior to listings all non-trade debts owing to the company by its directors or substantial shareholders must have been settled and all trade debts owing to the company by its directors or substantial shareholder which exceed the normal credit period must have been settled too.

Further, any transactions prior to listing between the company (or its subsidiary(ies)) and any related parties must be based on terms and conditions which are not unfavorable to the company.

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5. Composition of Board of Directors

There are no limits as to the number of directors that the company can have. Besides the directors representing the controlling shareholders, the Board would usually comprise directors representing the Bumiputera interest and independent directors.

At least 2 Directors or one third of its Board of Directors, whichever is higher should be Independent Directors.

6. Audit Committee

At least 3 members, comprising a majority of Independent Directors should make up the Audit Committee. Alternate Directors cannot be appointed to the Audit Committee.

Must include at least one member of the Malaysian Institute of Accountants, or at the minimum, meets the criteria set out in Chapter 15.10(1)(c) of the Listing Requirements.

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7. Stamp Duty

Most restructuring for IPO involve a transfer of shares or assets between companies. Transfer of assets normally attract stamp duty and if the value of the asset being transferred is high, the transfers would attract substantial stamp duty.

Stamp duties are imposed ad valorem on certain written documents varying according to the nature of the documents and values referred to. The stamp duty on shares is charged on 0.3% of the consideration.

However, stamp duty relief may be available in certain circumstances as in Section 15 and 15A of the Stamp Act 1949. Section 15 grants relief from stamp duty for transfers or conveyance made pursuant to reconstructions or amalgamations of companies whilst Section 15A grants relief from stamp duty on transfers or conveyance of properties made between associated companies, subject to satisfying some of the criteria therein.

Since there would be a group restructuring as part of the listing scheme, the stamp duty implications would have to be carefully considered.

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8. Tax and EPF Filing

As part of the submission to the SC, the Listco and its subsidiary companies / proposed subsidiary companies are required to confirm that its/their tax returns and settlement of tax liabilities with the Inland Revenue Board and employees provident fund contribution are up-to-date. Also, the directors and proposed directors of Listco are required to confirm that their tax returns and settlement of tax liabilities with the Inland Revenue Board are up-to-date.

9. Audited Accounts Filing

As part of the submission to the SC, disclosure as to whether the filing of audited accounts with the regulatory authorities is up-to-date will be made. Any late filing of audited accounts or penalty imposed by regulatory authorities may be viewed negatively by the SC.

10. Past Experience of Auditors In Making Submission to the Authorities

It is important that the appointed Reporting Accountants have adequate experience in making submissions to the authorities. The experience of the Reporting Accountants will enable it to prepare reports which fall within the requirements of the authorities and be able to liaise and deal with the authorities in the quickest and most expedient manner. The authorities will normally have less credibility issue with adequately experienced and qualified Reporting Accountants and this will normally attract less queries from the authorities and allow a quick response from the authorities.

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When to List?






Contact Persons

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Overview of the IPO ProcessOverview of the IPO Process

Phase 3

Phase 2

Phase 1 Establish SuitableTeam

Implementation

Strategise & Plan

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Phase 1 – The TeamPhase 1 – The Team

Alliance Investment BankAdviser, Managing Underwriter,

Placement Agent & Overall Coordinator

ClientLegal AdviserReporting

Accountants / Auditor

Other Experts / Advisers Independent Market Researcher

Tax AdvisersCompany Secretary

Independent Market Valuer

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Phase 2 – Strategise & PlanPhase 2 – Strategise & Plan

Objectives

Capital requirements

Ownership & Control requirements

Cashflows requirements

Employee participation requirements

Bumiputera participation requirements

Types of Offering

Methods of Offering

Types of Securities

Issuance of new shares

Offer for sale of existing shares

Public balloting

Placement

Book-building

Ordinary shares

Preference shares

Options

Convertible securities

Debt securities

Parameters

Evaluate present & future group structure

Consider tax efficient options

Comply with Bumiputera requirements

Comply with SC’s IPO Guidelines

Comply with legal & accounting requirements

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Phase 3 – ImplementationPhase 3 – Implementation

Coordinate efforts of all advisers i.e. due diligence, submissions, documentations

Coordination ApprovalProcess

StatusReview

CompletionProcess

PostCompletion

Liaise with the relevant authorities such as Securities Commission, Foreign Investment Committee, Ministry of International Trade & Industry, Bursa Securities

Monitor progress periodically

Underwriting, placement & distribution

PricingRoadshowsResearch &

marketingInvestors

relationDespatch of

ProspectusListing

Follow-up on any conditions that may be imposed by authorities

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Phase 3 – Implementation (Cont’d)Phase 3 – Implementation (Cont’d)

Marketing StrategyConduct roadshows with local fund managers to introduce and

create awareness of the company and solicit demand from investorsProvide in-depth and extensive research coverage on company for

investors

Pricing StrategyConduct book-building

Institutional TranchePricing determined between company and placement agent

after book-buildingPricing not subject to SC’s

approval

Retail TranchePricing based on fixed pricing

systemPriced at a discount to

institutional trancheDiscount is required for a successful retail tranche

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Book-building Book-building is an exercise where

investors submit bids throughout the offer period, indicating demand and price

sensitivityInvestors pay at a single price determined after book-building to solicit indications of

demand by the company and underwriters, usually lower than the highest bid to create an over-subscription and stable aftermarket

Advantages Roadshows will generate publicity and

awareness for the IPOEstablishes a larger institutional shareholder

base and greater stability in aftermarketProvides an indication of the market valuation

of the IPO shares to retail investorsLeads to a more favourable pricing of the retail

tranche

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Approvals Required

SCSC Approval for the IPO Approval for the IPO

FICFIC Approval for the IPO Approval for the IPO

BursaSecurities

BursaSecurities

Admission and listing of and quotation for the shares Admission and listing of and quotation for the shares

MITIMITI Approval for the IPO and the recognition and/or nomination of

Bumiputera Investors

Approval for the IPO and the recognition and/or nomination of Bumiputera Investors

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Official Listing

Preparation of Regulatory

Applications

Approval from Authorities

Post Application

Formulate Listing

Scheme

Prepare 1st Draft

Submission

Prepare Final Draft

Submission

Appointment letter signed

Application submitted

Approval obtained

Conduct Review and Due Diligence with Authorities Prepare

Registration & Issuance of Prospectus

0 1 2 4 5 6 7Month 7.5

Tentative Timeline

<----4 to 6 mths---->

Planning Exercise

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Estimated Listing Expenses Range (RM’ mil)

Professional Fees 0.80 to 1.0

Approving Authorities’ Fees 0.20 to 0.30

Underwriting, Brokerage and Placement Fees 0.60 to 0.80

Printing and Advertisement 0.10 to 0.20

Miscellaneous 0.10 to 0.20

Total Expenses 1.80 to 2.50


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Immediate Course of ActionsImmediate Course of Actions

• Work with senior management on constraints and parameters of the applicant’s listing scheme.

• Gather key decisions on inter alia listing route, timing of listing and professional advisers to be appointed.

Ascertain listing parameters

Ascertain listing parameters

• Form working group to work out the base scheme for your Board consideration.

• Gathering of additional information for scheme formulation.

• Indicative IPO valuation.

• Commence talks with prospective/strategic investors.

Formulate listing scheme

Formulate listing scheme

• Board presentation.

• Board approval of listing scheme.

• Appointment of advising investment bank and relevant professionals.

• Establish timeline.

Endorsement of listing scheme

Endorsement of listing scheme

Alliance Investment Bank is pleased to serve as your advising investment bank

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When to List?






Contact Persons

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About UsAbout Us

Alliance Financial GroupAlliance Investment Bank, a wholly-owned subsidiary of Alliance Bank, is part of the Alliance Financial Group. The Alliance Financial Group (formerly known as Alliance Banking Group) is a dynamic, integrated financial services group offering end-to-end financial solutions through consumer banking, commercial banking, wholesale banking including corporate banking, treasury and investment banking including stockbroking, asset management, and unit trust management services. We are supported by our commercial network of 86 branches and 13 branches of Kuala Lumpur City Securities.

Retail BankingInvestment Banking

Securities Corporate Banking

Corporate Finance

Equity Capital Markets

Debt Capital Market

Treasury &

Structured Finance

Islamic Banking

Securities Services

Bridging Finance

Corporate Loans

Stockbroking

Equity Research

Unit Trusts

Fund Management

Domestic Network

Internet Banking

SMEs

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About Us (Cont’d)About Us (Cont’d)

Alliance Investment Bank

Alliance Investment Bank is a full-fledged investment bank, equipped to provide our clients with value-added end-to-end investment banking services – from origination to execution to distribution. Specifically, Alliance Investment Bank provides the full range of financial products and investment banking services such as primary fund raising (initial public offering), secondary fund raisings (as rights issue, placements), mergers and acquisitions, corporate and debt restructuring, private debt securities and assets management.

Alliance Investment Bank is able to harness investment banking opportunities for its clients and add value to their pursuit of competitive advantage, productivity and profitability at a global, regional and domestic level. Alliance Investment Bank operates through five principal front-line departments:

Capital Market (Equity and Debt) Equity Capital Markets Treasury and Structure Products Fund Management Securities and brokerage business

Alliance Investment Bank has assembled highly trained investment banking professionals who bring along a wealth of experience gathered from their previous engagements with renowned houses which have business presence throughout the globe.

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Why Alliance Investment Bank?Why Alliance Investment Bank?

1. IPO Track Record

0

1

2

3

4

5

2006 2007 2008 (Qtr 1)

Number of IPOs managed by Alliance

Alliance’s IPO League Table Ranking

• Alliance Investment Bank has consistently shown its ability to rise above the challenge, as evidenced by its consistent year-on-year improvement in terms of number of IPOs managed.

• *Alliance Investment Bank is jointly positioned 1st in terms of number of IPOs managed for the 1st quarter of 2008.

2006 2007 2008

4th 3rd 1st*

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Why Alliance Investment Bank?Why Alliance Investment Bank?(Cont’d)(Cont’d)

2. Experience and Resources

Experienced in Main Board, Second Board and Mesdaq listing Staff handling the IPO assignment are experienced and well-versed with IPO listing Due to experience of staff, queries from SC can be anticipated upfront and handled without

much issue Able to guide client and provide sufficient attention to ensure success of IPO listing Good relationships with the regulatory authorities

3. One Stop Fully Integrated Financial Service Provider

Able to provide a full spectrum of services (subject to further review) required for the IPO listing i.e.

a) advisory work b) funding for operations and transactions c) underwriting services d) placement services e) equity research (pre and post IPO)

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Recent Notable IPOs Advised By Alliance Investment BankRecent Notable IPOs Advised By Alliance Investment Bank

Our Recent TransactionsOur Recent Transactions

ETI Tech Corp Bhd

Adviser, Underwriter &

Placement AgentPublic Issue of 31.7m

shares on the MESDAQ Market

2006

Sanichi Technology Bhd Adviser, Underwriter &


shares on the MESDAQ Market2006

ISS Consulting Solutions Bhd

Adviser, Underwriter & Placement Agent

Public Issue of 41.6m shares on the MESDAQ

Market2006

StemLife Berhad Adviser, Underwriter &

Placement AgentPublic Issue of 165m


Petra Energy Berhad Adviser, Underwriter &


shares on the Main Board

2007

Mlabs Systems Bhd Adviser, Underwriter &



Online One Corp BhdAdviser, Underwriter &



Kannaltec BerhadAdviser, Underwriter &

Placement AgentPublic Issue of 30.25m shares on the MESDAQ

Market2005

Mexter Technology

BerhadAdviser, Underwriter &

Placement AgentPublicIissue of 34.84m

shares on the MESDAQ Market

2005

Dufu Technology Corp.

Berhad Adviser, Underwriter &

Placement AgentPublic Issue & Offer for

Sale of 34m shares on the Second Board

2007

Signature International Adviser, Underwriter &

Placement AgentPublic Issue of 17.69m shares on the Second

Board2007

Bio Osmo Bhd Adviser, Underwriter &


shares on the Second Board2007

Ewein Berhad Adviser & Managing

UnderwriterOffer for Sale of 25.12m shares on the Second

Board2008

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When to List?






Contact Persons

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Contact PersonsContact Persons

Kenneth ChowCo-Head / Senior Vice President

Capital Market

TEL: 03 – 2692 9571EMAIL: [email protected]

Sherilyn FoongHead / Director



Andrew ChouCo-Head / Senior Vice President

Capital Market


M. Irtiza Azmel M. IsmailAssociate Director



Tommy HarVice PresidentCapital Market


Vincent ChongAssistant Vice President

Capital Market


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DisclaimerDisclaimer

• This presentation was prepared by Alliance Investment Bank Berhad (“Alliance”) exclusively for the benefit and internal use of our client to indicate, on a preliminary basis, the feasibility of a possible transaction(s). The terms and structure of the possible transaction(s) in this presentation are preliminary only and implementation is subject to, inter alia, the satisfactory outcome of due diligence (including legal and financial) of the client. Accordingly, the terms and structure of the possible transaction(s) and their implementation may be subject to material changes.

• This presentation is proprietary to Alliance and may not be disclosed to any third party or used for any other purpose without the prior written consent of Alliance.

• The information in this presentation is based upon management representations and reflects prevailing conditions and our preliminary views as of this date, which are accordingly subject to changes. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information provided by management. Accordingly, Alliance and its officers, agents or employees do not give any representation or warranty, express or implied, with respect to the information pertaining to the financial position, condition, operation, business and prospects of the client nor shall we or any such person be liable for any information or omission in the information pertaining to the financial position, condition, operation, business and prospects of the client.

• Alliance is not acting as an adviser or agent to any person to whom this presentation is directed. Such persons must make their own independent assessment of the contents of this paper, should not treat such contents as advice or recommendation by Alliance and its officers, agents or employees on investment matters, legal, accounting or taxation matters and should consult their own advisers. Accordingly, such persons are deemed to rely on their own information and assessment as they deem necessary in order to make any investment decision with respect to the securities in this presentation and their own assessment of the merits and risks of any investment in the securities in this presentation. In this respect, Alliance and its officers, agents or employees shall not accept any responsibility and shall not be liable for the economic risk or any consequences sustained by such persons arising from any investment in the client and/or the securities in this presentation.

• All pricing of securities and the possible transaction(s) shown in this presentation are for illustrative purposes and are subject to changes as the actual pricing shall only be determined at a later date, after receipt of relevant regulatory approvals and shareholders’ approval and closer to the launch of the possible transaction(s) after taking into consideration the prevailing capital market conditions, economic conditions and industry specific conditions at that time.

• Alliance and/or its affiliates may act as principal or agent in any transaction(s) contemplated by this paper, or any other transactions connected with such transaction(s), and may as a result earn brokerage, commission or other income.

• Nothing in this paper is intended to be, or should be construed as an offer by Alliance and its officers, agents or employees to buy or sell, or invitation to subscribe for, any securities.

• Neither Alliance nor any of its directors, employees or representatives are to have any liability (including liability to any person by reason of negligence or negligent misstatement) from any statement, opinion, information or matter (express or implied) arising out of, contained in or derived from or any omission from the presentation, except liability under statute that cannot be excluded.

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