Royalton Partners II

signed

The proposed project is a private equity fund focusing on businesses in non-tradable sectors; i.e. companies that are primarily servicing local markets. Fund manager will seek opportunities to increase value by improving operations and /or expanding the business. The Fund typically will invest EUR 10 to 20 million of fund equity per transaction. The Fund will invest in Central-eastern European EU new member states as well as South-eastern Europe, including Romania, Bulgaria, Croatia, Serbia and Montenegro, Bosnia and Macedonia. The Fund will support the development of private companies in the region through operational and strategic restructuring. The manager will continue the practice of identifying and developing successful managers, restructuring and consolidating companies. EBRD’s role as an investor in the Fund will be seen as a vote of confidence and will consolidate other investors. This will lend support to a new multi-fund management team, foster competition, and attract more private equity to the region. In addition, the Fund will replicate its successful business models and structures in the new countries in which it will operate and, due to the increased fund size and market development, the Fund will use more complex` transactions such as leveraged buy-outs, management buy-outs/buy-ins, private equity consortium leads, etc. The Fund will be managed by RCI GenPar II, L.P. a Guernsey limited Partnership, which will be owned by the management team. The management team is well known to the Bank through EBRD investment in the first Royalton Fund, which is a predecessor fund and was established in 1999. The EBRD proposes an equity investment of 20% of the aggregate fund size to a maximum EUR 50 million. Total fund size is estimated at EUR 250 million for the final closing. The first closing target is EUR 100 million. The Fund will be required to adopt and implement the EBRD’s Environmental Procedures for Funds which includes compliance with the EBRD’s Environmental Exclusion and Referral List and provision of an Annual Environmental Report. Investee companies will be required to comply, at a minimum, with national standards for environment, health, safety and labour. None. Mr. Roman BABKA, Principal Partner Royalton Partners Millenium Plaza V Celnici 10 117 21 Prague 1 Email: roman@royalton-partners.com Tel: +420 (221) 033 024; Fax: +420 (221) 033 025.