Christian Unger Director Corporate Project Finance CEE

Christian Unger Director Corporate & Project Finance CEE November 22 nd 2006 Bank Austria Creditanstalt AG Project Finance in Central & Eastern Europe: a Commercial Lender's View

Contents 1 2 BA-CA – Member of Uni. Credit Group 3 Sector Snapshots and Case Studies – Transport/Infrastructure – Energy – Processing Industries – Telecommunications 4 International Market Perception 5 Co-ordinates The Project Finance Market in CEE/ General Overview November 22 nd 2006 Bank Austria Creditanstalt AG

Section 1 November 22 nd 2006 Bank Austria Creditanstalt AG BA-CA – Member of Uni. Credit Group

Uni. Credit Group The new truly European bank is present … n in 20 countries n where 140, 000 employees n serve more than 28 million customers n via 7, 000 offices November 22 nd 2006 Bank Austria Creditanstalt AG

The new banking group in CEE in detail (all banks at 100%, as at December 2005) Banks Total assets* (€ m) Bank Pekao KFS / Kocbank Yapi Kredi Zagrebacka Banka Bulbank Zivnostenska Banka Unibanka Unicredit Zagrebacka Unicredit Romania Koc Netherland Yapi Kredi Netherland Yapi Moskow Kocbank Azerbaijan Pekao. Ukraine 14, 528 6, 887 14, 037 8, 358 1, 860 1, 527 1, 266 672 324 591 534 74 27 9 Total § § § § Banks 48, 919 § § § IMB HVB Bank Latvia HVB Bank Ukraine HVB Bank Lithuania HVB Bank Tallin Branch HVB Greece Branch 2, 654 303 147 435 n/a Total 3, 539 Uni. Credit HVB /BA-CA Uni. Credit + HVB/BA-CA * Sum of countries may differ from Total because of netting off of consolidated item (e. g. Pekao Ukraine is consolidated within Pekao Group; Unicredit Zagrebacka consolidated within Zagrebacka Banka) and minor companies. All figures at 100% November 22 nd 2006 Bank Austria Creditanstalt AG Total assets* (€ m) Banks § § § § Total assets* (€ m) 13, 200 Bank BPH 3, 839 HVB Bank Hungary 4, 689 HVB Bank Czech. Republic 2, 807 HVB Splitskabanka 625 Banca Tiriac 1, 000 HVB Bank Biochim 1, 683 HVB Bank Slovakia 1, 057 HVB Bank Romania 1, 251 BA-CA Slovenia 314 Hebros. Bank 156 Eksimbanka 379 HVB Central Profit Banka HVB Bank Serbia+Montenegro 194 n/a Macedonia (Rep. Office) Total 31, 194

The new Uni. Credit Group is the undisputed number 1 in CEE (data as at December 2005(1)) Net Profit (€ mln)(2) Uni. Credit+ HVB+BA-CA 1, 163 (100% of all banks, including Yapi) OTP(4) Revenues (€ mln) 4, 982 557 576(3) Erste 1, 715 418 Soc. Gen 408 KBC 1, 420 1, 126 264 Intesa 242 Citigroup 176 1, 110 826(5) n. a. No of branches 83. 7 16. 9 18. 0(3) 2, 864 786 875(3) 33. 3 19. 7 1, 660 319 RZB Assets (€ bln) 1, 245 722 34. 8 1, 017 24. 7 16. 4 14. 8 814 498 237 Source: UCI-FBD Economic Research; numbers calculated using average exchange rate except for Unicredit 1. 100% of total assets and profit after tax for controlled companies (stake > 50%) and share owned for non controlled companies; 100% of branches and employees 2. After tax, before minority interest 3. Including proforma recently acquired Novabanka 4. Including OTP’s subsidiaries 5. Data on total revenues refer to contribution to Intesa’s consolidated results November 22 nd 2006 Bank Austria Creditanstalt AG

Section 2 November 22 nd 2006 Bank Austria Creditanstalt AG The Project Finance Market in CEE

Regional Project Finance Activity 2000 - 2005 Source: Project Finance Magazine (Euromoney) Global Project Finance volume reached USD 175 bn in 2005 The Middle East continued to gain importance for Project Finance with a volume of USD 40. 8 bn and outpaced Eastern Europe & FSU November 22 nd 2006 Bank Austria Creditanstalt AG

Project Finance Transactions in CEE, Russia & CIS in 2005 Project Finance volume in CEE&NE amounted to USD 6. 8 bn in 2005 This represents only a minor fraction of the project finance loan volume in EMEA and globally (7. 3% and 4. 9% respectively) November 22 nd 2006 Bank Austria Creditanstalt AG

Project Finance Transactions in CEE, Russia & CIS in 2005 (ctd. ) Source: PFI, BA-CA Infrastructure and Energy were the most important sectors in 2005 Hungary, Bulgaria, Turkey and Russia accounted for almost ¾ of the volume November 22 nd 2006 Bank Austria Creditanstalt AG

Rules of the Game for Project Finance in CEE Minimum size for international transactions is an overall project volume of approx. EUR 50 m Financially strong and experienced sponsors required Local currency loans no longer restricted by legislation, however liquidity for longer tenors still limited in some countries Legal documentation mostly based on English law, security documents based on local law Well prepared projects run better chance of attracting commercial financing (feasibility study, business plan) Key issues for financing are risk / reward ratios, Basel II etc. Proper enforcement of requirements under “Equator Principles“ (environmental & social impact analysis) November 22 nd 2006 Bank Austria Creditanstalt AG

Section 3 November 22 nd 2006 Bank Austria Creditanstalt AG Sector Snapshots and Case Studies - Transport/ Infrastructure

Huge investment needs Quality of a nation’s infrastructure is a key determinant of its ability to grow and to attract FDI Due to historical underinvestment the quality of CEE infrastructure, especially transportation infrastructure is often poor Huge investment needs, however limitations on increasing public sector debt due to relatively low GDP per capita, IMF, OECD and EU Stability Pact Should provide for a solid basis for increased use of private sector finance and PPPs for infrastructure projects in the region November 22 nd 2006 Bank Austria Creditanstalt AG

Closed project financed road transactions in CSEE Project name Country PF Volume/Year A 2 Motorway Project Poland EUR 235 m / 2001 A 4 Motorway Project Poland EUR 100 m / 2005 Istrian Motorway – Bina Istra Croatia EUR 272 m / 2003 Zagreb to Macelj Toll Motorway Croatia EUR 312 m / 2004 M 6 Toll Motorway Hungary EUR 425 m / 2005 M 5 Motorway Refinancing and Extension Hungary EUR 900 m / 2005 November 22 nd 2006 Bank Austria Creditanstalt AG

The inglorious past Launch of concession programs in the absence of suitable legislation Uncertainties as to complex and time-consuming expropriation, permit and consent procedures Lack of sufficiently empowered decision-making bodies/political instability Full demand (traffic) risk transfer to the private sector (M 1/M 15) High level of development costs due to lack of standardized procedures Easy access to pre-accession funds and EIB/EBRD funding - no need to explore private financing options November 22 nd 2006 Bank Austria Creditanstalt AG

Lessons learned Establishment of PPP task forces to ensure standardization of planning and implementation procedures on the national level Importance of external advisors to government authorities Focus on smaller pilot projects Introduction of a more favorable legal environment (“PPP-laws”) Shift away from the full transfer of demand/traffic risks to the private sector Focus on availability based revenue/payments mechanisms focusing on availability-, performance- and securitylinked criteria November 22 nd 2006 Bank Austria Creditanstalt AG

Infrastructure sector focus Transport infrastructure – Most attractive sector due to large volume deals and promising pipeline Utilities / Water / Waste – Focus on water and waste treatment projects on municipal level – Smaller project volumes – Local financing components – Strong IFI involvement, especially from EBRD Social infrastructure (schools, hospitals, prisons) – Minor activities due to lack of political will and/or suitable legal environment – Preparatory activities in Hungary and Czech Republic – School / Accommodation PPP- projects on muni-level, e. g. in Croatia, Estonia November 22 nd 2006 Bank Austria Creditanstalt AG

Transport infrastructure sub-sectors Seaports – Growth in containerised traffic stimulates investments in container terminal facilities – Medium - sized projects – In the context of privatisation – Regional focus: Poland, Russia, Baltics, Turkey, Bulgaria, Romania, Ukraine Airports – Capital airports terminal extension financing - mainly corporate, large volume deals, investment grade borrowers, strong EIB involvement ( e. g. Prague Airport, Warsaw Airport) – Most prominent project finance type, concession-based transactions have been closed in Turkey (Istanbul, Ankara, Dalaman) – Upcoming privatisations offer potential for BOT-type, concession based project finance transactions (e. g. Bourgas-Varna, Zagreb, Belgrade) November 22 nd 2006 Bank Austria Creditanstalt AG

Transport infrastructure sub-sectors (ctd. ) Railway infrastructure – National railway companies: financing based on direct or implicit state guarantee – “Local flavour” (legal environment, politics) limits potential for international syndications – Privatisation of cargo business, impacts of liberalisation – No PPP-type railway infrastructure projects (e. g. high-speed railways, metro expansion) realised yet, although often discussed over years (e. g. Prague Airport railway link) Road / Motorway projects – Trend towards traffic risk assumption by the public sector (PFI-type availability based revenue schemes – M 5 and M 6 Hungary) – Availability fees provide for predictable stable revenue and cash flow streams – Perception of greater political risks in SEE -countries should allow for negotiating a lender friendly risk allocation as compared to mature Western European markets (e. g. permitting, change in law and especially compensation on concession termination regime) – Concession periods of 20 to 30 years result in need for long debt maturities of 15 to 20 years + – Deal Pipeline: D 1 Motorway - SK, A 2 2 nd phase – Poland, D 3 Motorway - CZ, Horgos-Pozega Motorway – Serbia; preparatory activities: Russia, Bulgaria, B&H November 22 nd 2006 Bank Austria Creditanstalt AG

Project Finance / PPP-Facility for the Zagreb – Macelj Motorway in Croatia § 28 year concession for design, construction, operation, maintenance and financing of a 60 km toll motorway from Zagreb to the Slovenian border at Macelj § Project economics benefit from strong commitment of the Republic of Croatia § Financed as PPP on a limited-recourse project finance basis with EUR 60 m equity and EUR 312 m bank debt § Debt financing was structured to benefit to the maximum from risk coverage available from the Federal Republic of Germany and involves 4 separate facilities Borrower: Autocesta Zagreb Macelj d. o. o. , Croatia Sponsor: Strabag (Walter Bau), Republic of Croatia (non-recourse) Loan Amount: EUR 312 m Type + Term: EUR 100 m Hermes Facility (tenor 15 years) EUR 100 m GKA Facility ( tenor 17 years) EUR 100 m Long-term Commercial facility (tenor 16 years) EUR 12 m Dual-Currency Working Capital Facility (tenor 16 years) Security: Project finance type security package , Hermes + GKA risk cover Mandated Lead Arrangers: BA-CA , HVB, Kf. W, HSH Participants: Banca Opi, Calyon, Depfa, Dexia, Erste Bank, Fortis, KBC, Natexis, Nord. LB, Oe. VAG, Zagrebacka Banka November 22 nd 2006 Bank Austria Creditanstalt AG

Contractual Overview Republic of Croatia (Ro. C) Concession Agreement Fed. Rep. of Germany Traffic Shortfall Agreement 49 % 51 % STRABAG Construction Contract Pyhrn Motorway Gmb. H November 22 nd 2006 Bank Austria Creditanstalt AG GKA Cover Hermes Cover Bank Debt Bank Consortium Operation & Maintenance Agreement Trans-Ceste doo Egis

Section 3 November 22 nd 2006 Bank Austria Creditanstalt AG Sector Snapshots and Case Studies - Energy

Obstacles & Opportunities Obstacles Many existing operations unprofitable and inefficient Tariff governance and legislation not always transparent Long payback periods Cross subsidies with other energy sources Insufficient project preparation Opportunities Power sector still attractive for many financial institutions Significant rehabilitation and new generation needs Environmental policies - Renewable Energy Innovative financing structures involving multisourcing (ECAs, CO 2 certificates, hedging instruments etc. ) November 22 nd 2006 Bank Austria Creditanstalt AG

Project Finance for the construction and operation of a Windpark Farm in Sibenik, Croatia n BA-CA as Sole Mandated Arranger and Agent for the first Project financed Wind-Farm in Croatia § Construction of new 11. 2 MW wind power capacity using Enercon E 48 § Location on Dalmatian Coast and developed by German Sponsors § Power purchase agreement with national power company Borrower: Vjetoelektrana Trtar-Krtlin d. o. o. , Loan Amount: Tranche 1: EUR 10 m Tranche 2: EUR 3 m Term: Tranche 1: 14 years Tranche 2: 9 months Security: Share and account pledges, Assigment of all project contracts, LOC by sponsors Sole Mandated Arranger: Co-Arranger and Bank Austria Creditanstalt AG Security Agent: Zagrebacka banka, Zagreb (BACA-group) Advisors (to banks): Josip Madirazza (attorney at law), Energetski Institut Hrvoje Pozar (technical advisor) November 22 nd 2006 Bank Austria Creditanstalt AG

Section 3 November 22 nd 2006 Bank Austria Creditanstalt AG Sector Snapshots and Case Studies – Processing Industries

Opportunities for Project Finance Wood based industries (Pulp, Paper, Wood Processing): Sponsors trying to benefit from cost advantages (labour, energy) in a highly competitive market with pressure on margins International players looking for (more) favourable and secured supply of wood as major raw material Proximity to growing emerging markets Large volume expansion & green-field projects to be expected Metals & Mining: Growing demand for metals Shortage of certain raw materials for the metals industry (e. g. alumina, coking coal, etc. ) CIS countries as major resource base for various raw materials (further) large volume expansion and green-field projects in the metals & mining industry (e. g. bauxite/alumina, coking coal, gold, etc. ) will come up in the near future; November 22 nd 2006 Bank Austria Creditanstalt AG

Project Finance Facility for the construction and commissioning of a paper mill and connected pulp mill in the Czech Republic n n Largest project financing in the paper industry in CEE in 2005 BA-CA as Mandated Lead Arranger and Security Agent of the subject project financing § The paper mill will produce uncoated publication paper, for both Czech and international printing and publishing houses § Total investment will be EUR 450 m Borrower: Labe Papir s. r. o. , Czech Republic Sponsor: Myllykoski Corporation, Finland Loan Amount: EUR 275 m Term: 13 years, repayment cash-flow based (incl. cash sweep mechanism) Security: Pledge on all project assets, credit and cost overrun guarantee provided by the Sponsor until project completion Joint Mandated Lead Arrangers: Bank Austria Creditanstalt AG (’BA-CA’), Nordea Bank Finland Plc Security Agent: BA-CA Participants: HSH Nordbank AG, Den Danske, Nord. LB-Group, IKB, LBBW, WGZ, Handelsbank Advisors (to banks): Hengeler Mueller (legal), Jaakko Pöyry (feasibility study) November 22 nd 2006 Bank Austria Creditanstalt AG

Section 3 November 22 nd 2006 Bank Austria Creditanstalt AG Sector Snapshots and Case Studies - Telecommunications

Sector Focus / Business Opportunities Sector Focus Liberalisation of markets, increasing competition, decreasing prices Mobile penetration rate in CEE/CIS increased substantially in 2005 and reached 65% on average Highest growth rates in Russia, Ukraine and CIS Further growth mainly through broadband services (both in fixed line and wireless sectors) Business Opportunities Mainly non recourse financing for rollout of broadband networks based on new technologies (Wi. Max etc. ) November 22 nd 2006 Bank Austria Creditanstalt AG

Project Finance Facility for Telemobil S. A. n As first project financing to a CDMA operator in Europe the transaction can be considered as a mile-stone transaction in the Telecom sector § Telemobil, operating under the brand name „Zapp“ is Romania‘s youngest mobile operator and the first telecom company in the world using a digital wireless network based on CDMA 2000 technology in the 450 MHz band § In April 2004 BA-CA and RZB have been mandated to arrange a 5½ year USD 40 m Senior Project Finance Facility which has been structured as a club deal Borrower: Sponsor: Loan Amount: Telemobil S. A. (Romania), operating under the brand name „Zapp“ Qualcomm and Omnia Holdings LTD USD 40 m Senior Project Finance Facility, thereof: - USD 35 m Term Loan Facility and - USD 5 m Revolving Working Capital Facility Term: 5 ½ years Security: PF-type incl. assignment of selected receivables, account pledges etc. Role of BACA: Other Banks: Bank Austria Creditanstalt AG „Mandated Lead Arranger“ and „Co-ordinator“ „Mandated Lead Arrangers“ Bank Austria Creditanstalt AG Raiffeisen Bank S. A. „Facility Agent“ Bank Austria Creditanstalt AG „Security Agent“ HVB Bank Romania S. A. Advisors (to banks): Clifford Chance and Badea Associati (legal), Arthur DLittle (market/business plan) November 22 nd 2006 Bank Austria Creditanstalt AG

Summary / Outlook Project Finance stays a central product in order to provide an integrated solution to the needs of clients Project Finance volume in CEE, Russia & CIS is a small percentage of Project Finance/Structured Finance volume in EMEA and worldwide Project Finance in the region will continue to play an important role in selected sectors While many companies have evolved beyond the Project Finance-stage, Project Finance tools, sector knowledge and structuring expertise remain important for structured financings of all kinds in the region Project/Structured Financings are here to stay for years before the industries in the region mature and stabilise to see the financing mix shift more towards straight corporate lending in the long run November 22 nd 2006 Bank Austria Creditanstalt AG

Section 4 November 22 nd 2006 Bank Austria Creditanstalt AG BA-CA International Market Perception

Recognised by the market Best Project Finance House in CEE July 2005 Best Loan House in CEE July 2005 Best Project Finance Bank in CEE November 2005 November 22 nd 2006 Bank Austria Creditanstalt AG Best Project Finance House December 2005

International Market Perception CEE – Project Finance League Table 2005 Number 1 in terms of volume Rank Group 1 BA-CA (member of Uni. Credit Group) Central Eastern Europe & Baltic States, excl. Russia Data Source: Project Finance International - Thomson Financial November 22 nd 2006 Bank Austria Creditanstalt AG

International Market Perception (ctd. ) Top Mandated Arrangers of Syndicated Facilities 01/01/2005 to 31/12/2005 Eastern Europe (# of deals) Rank Group 1 2 3 4 5 6 7 8 9 10 BA-CA / HVB Group* RZB ING Group Citigroup Commerzbank ABN AMRO Calyon Standard Bank Bayern. LB Mitsubishi UFJ # of deals Market Share 55 49 47 46 32 30 30 29 27 27 4. 75% 2. 69% 4. 89% 9. 91% 1. 91% 9. 11% 3. 50% 1. 62% 3. 29% 2. 17% 2001 2002 2003 Citigroup BA-CA/HVB Group JP Morgan Deutsche Bank BA-CA/HVB Group Dr. KW ING Group BA-CA/HVB Group BNP Paribas West. LB SG West. LB Citigroup ABN AMRO ABN Amro Bayer. LB Citigroup SG KBC Deutsche Bank ING RZB BNP Paribas KBC EBRD West. LB Deutsche Bank Mizuho FG ING Group RZB 2004 Citigroup BA-CA/HVB Group KBC Group Bayern. LB Sumitomo Mitsui RZB HSBC Banking Group BNP Paribas ING Group Mizuho Financial Group Source: LPC, January 2006 * thereof 40 Mandates granted to BA-CA is an excellent brand name in loan syndication in CEE and through strong relationship with domestic CEE and international banks ensuring a solid basis for successful placement of transactions. November 22 nd 2006 Bank Austria Creditanstalt AG

Section 5 November 22 nd 2006 Bank Austria Creditanstalt AG Co-ordinates

Contacts for further information Member of Martin Handrich Managing Director Head of Corporate & Project Finance CEE P. O. Box 35, A-1011 Vienna Member of Wilfried Senft A- 1010 Vienna Schottengasse 6 Phone +43 (0) 5 05 05 -42860 Mobile +43(0) 664/515 45 04 Fax +43 (0) 5 05 05 -44209 martin. handrich@ba-ca. com Deputy Managing Director Head of Debt Structuring Corporate & Project Finance CEE P. O. Box 35, A-1011 Vienna Member of Christian Unger Director Corporate & Project Finance CEE P. O. Box 35, A-1011 Vienna A- 1010 Vienna Schottengasse 6 Phone +43 (0) 5 05 05 -42865 Mobile +43(0) 664/812 2239 Fax +43 (0) 5 05 05 -44209 christian. unger@ba-ca. com November 22 nd 2006 Bank Austria Creditanstalt AG A- 1010 Vienna Schottengasse 6 Phone +43 (0) 5 05 05 -44213 Mobile +43(0) 664/266 32 56 Fax +43 (0) 5 05 05 -44209 wilfried. senft@ba-ca. com

November 22 nd 2006 Bank Austria Creditanstalt AG

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