Sullivan & Cromwell LLP Frankfurt ounded in New York in 1879, F Sullivan & Cromwell provides the highest quality legal advice and representation to clients around the world. The results we achieve have set us apart for more than 130 years and become a model for the modern practice of law. Today, S&C is a leader in each of its core practice areas and in each of its geographic markets. 1 Frankfurt “Frequently recommended offi ce of this US fi rm in Frankfurt, focusing only on few areas of expertise, representing however major and distinguished matters.” JUVE HANDBOOK, 2012 “Small but extremely strong.” THE LEGAL 500, GERMANY, 2012 “The client service is outstanding and the team very much understands the business side of things. It is always one step ahead.” CHAMBERS EUROPE, 2012 2 &C has been actively engaged in Smarket development in German- speaking Europe since it opened the Frankfurt offi ce in 1995. The German law team was established in 2001 with the arrival of two leading German lawyers as partners of the Firm, and the Frankfurt legal staff now comprises German, US and dual-qualifi ed lawyers. The recognised strength of our German law team bolsters our position as a key player in the German legal market. Our Frankfurt-based lawyers advise industrial companies, private equity and other investors, and fi nancial institutions, offering specialist expertise in general corporate law and, in particular, in: capital markets/securities mergers & acquisitions (including private equity) fi nancings (ranging from acquisition fi nance to restructuring advice) Our consistent strengths in capital markets, M&A and fi nancing transactions and our extensive experience in all of these areas have enabled our Frankfurt team to work on the most complex and high- profi le transactions that require cross-disciplinary knowledge and perfect transaction management. Our Frankfurt-based team is part of an integrated global practice allowing international clients access to the German-speaking markets of Germany, Austria and Switzerland and giving clients in German-speaking Europe the benefi t of international fi rm resources. 3 S&C Frankfurt continued CAPITAL MARKETS/SECURITIES Consistently advise on the largest and highest-profi le IPOs in Germany, including by LEG Immobilien (2013), Brenntag and Tom Tailor Holding (2010); Tognum and HHLA (2007); Symrise and Wacker (2006); Premiere (2005); and Deutsche Postbank and Wincor Nixdorf (2004) (the largest German IPOs in each of 2007, 2006, 2005 and 2004). Groundbreaking capital raisings, including our representation of the underwriters on the €11 billion capital increase by Commerzbank in 2011 — the largest-ever capital raising in Germany — and representation of Porsche on its €5 billion capital increase, also in 2011. Very strong practice in rights offerings, e.g.: Sky Deutschland (2013); Deutsche Wohnen (2012); Commerzbank and IVG Immobilien (2011); Q-Cells, Drägerwerk and Continental (2010); Deutsche Wohnen and Premiere (2009); Deutsche Postbank (2008); Merck (2007); Fresenius (2005); as well as equity-linked transactions, e.g.: Q-Cells (2010); KfW’s exchangeable bond offerings in Deutsche Telekom (2008); Deutsche Post (2004). Equity capital markets work includes numerous accelerated bookbuilt offerings (ABOs), including by Deutsche Wohnen (2013) and Commerzbank (2008) (representing the issuer); Continental (2012, 2011), K+S (2011), RWE (2011), Axel Springer (2010), Deutsche EuroShop (2009), Leoni (2009), Metro (2009), Volkswagen (2009) and GAGFAH (2008) (representing the underwriters). Represented the issuer on ongoing global bond offerings by KfW, Landwirtschaftliche Rentenbank and Council of Europe Development Bank, and the inaugural and subsequent Rule 144A debt offerings of Daimler (2011–2013); and the underwriters on the billion-dollar notes offerings of Deutsche Telekom, most recently in 2012. “Once again this leading fi rm for equity capital markets proved why it deserves its place at the top of the market.” JUVE HANDBOOK ENGLISH VERSION, 2012 4 S&C Frankfurt continued TOP 10 GERMAN IPOS 2000–2013 S&C acted in nine of the 10 largest German IPOs from 2000 through 2013. Issuer Date Size Deutsche Post* 11/2000 €6.246 billion Infi neon Technologies* 03/2000 €6.069 billion T-Online International** 04/2000 €2.870 billion Tognum** 06/2007 €2.012 billion Deutsche Postbank** 06/2004 €1.504 billion O2 (Europe) 10/2012 €1.449 billion Symrise** 12/2006 €1.398 billion LEG Immobilien* 01/2013 €1.300 billion Wacker Chemie** 04/2006 €1.200 billion Premiere* 03/2005 €1.179 billion Source: Thomson Reuters and S&C data, February 2013 * S&C counsel to the issuer. ** S&C counsel to the underwriters. TOP 10 GERMAN RIGHTS OFFERINGS/CAPITAL RAISINGS 2000–2013 (INCLUDING ANNOUNCED) S&C acted in six of the 10 largest German rights offerings from 2000 through 2013. Issuer Date Size Commerzbank** 06/2011 €11.000 billion Deutsche Bank 09/2010 €10.185 billion Porsche* 04/2011 €4.988 billion Allianz* 04/2003 €4.482 billion Volkswagen 04/2010 €4.219 billion Munich Re** 10/2003 €3.971 billion Bayerische Hypo- und Vereinsbank 04/2004 €3.003 billion Commerzbank** 05/2013 €2.500 billion HeidelbergCement 09/2009 €2.313 billion Merck** 02/2007 €2.06 billion Source: Thomson Reuters and S&C data, February 2013 * S&C counsel to the issuer. ** S&C counsel to the underwriters. 5 S&C Frankfurt continued M&A/PRIVATE EQUITY Advising: A consortium of fi nancial institutions on the sale of its stake in Dedalus, an investment vehicle that owned share capital in European aerospace and defence company EADS (2012 pending) the fi nancial adviser to Advent on its €1.623 billion takeover of Douglas (2012) Deutsche Wohnen on its €1.235 billion acquisition of companies of the BauBeCon Group from Barclays Bank (2012) HEAG Holding on its $400 million acquisition of E.ON’s 40% stake in HEAG Südhessische Energie (2012) Daimler and Rolls-Royce, through their jointly controlled entity Engine Holding, on the €3.2 billion acquisition of Tognum (2011) Goldman Sachs and Barclays Capital, as fi nancial advisers to MAN on its acquisition by Volkswagen (2011) American Express on its joint venture with vente-privee.com to launch an online platform for private sales of luxury goods in the US (2011) Rhône Capital on its $1.3 billion acquisition of Evonik Carbon Black and other subsidiaries of Degussa, a wholly owned subsidiary of Evonik Industries (2011) Bucyrus on its $1.3 billion acquisition of Terex’s mining equipment business (2010) Renault-Nissan on their strategic alliance with Daimler (2010) Rio Tinto on the $1.2 billion sale of its Alcan Food Americas packaging business to Bemis (2010) Commerzbank on its $14.4 billion acquisition of Dresdner Bank (2009) Integra/KOM9 Consortium on its $4.2 billion acquisition of the German municipal utility holding Thüga from E.ON (2009) “One of the top US M&A practices with small but powerful offi ces in Europe.” JUVE HANDBOOK, 2010/11 6 S&C Frankfurt continued FINANCINGS/RESTRUCTURINGS Advising: Deutsche Wohnen on the fi nancing of its acquisition of the BauBeCon Group (2012) Whitehall Funds and Cerberus on the restructuring and sale of Harpen Immobilien (2011/2012) Various fi nancings for LEG following its acquisition by the Whitehall Funds (2008–2013) Rhône Capital in connection with the fi nancing of its $1.3 billion acquisition of Evonik Carbon Black and other subsidiaries of Degussa (2011) Mainova on the refi nancing of the equity part of the purchase price relating to the acquisition of Thüga (2010) the Integra/KOM9 Consortium on the fi nancing of its $4.2 billion acquisition of German municipal utility holding Thüga from E.ON (2009) Commerzbank on the fi rst round of fi nancings from the German Financial Market Stabilisation Fund (SoFFin) (2008/2009) Premiere on its restructuring of the company’s fi nancing structure, including two rights offerings (2008/2009) the arrangers on the refi nancing of Honsel Group (2007) Philips and NXP on the $10.3 billion acquisition of NXP by Kohlberg Kravis Roberts (2006) “Drawing from its highly-regarded work as an advisor to fi nancial institutions, the fi rm repeatedly secures roles as legal counsel to other companies.” JUVE HANDBOOK, 2012 7 Integrated Legal Services Worldwide hrough an international network of 12 offi ces located in leading fi nancial Tcenters in Asia, Australia, Europe and the United States, S&C’s global practice provides highly integrated legal services to many of the world’s leading companies on their most challenging domestic and cross-border transactional, competition law, litigation and tax matters. LONDON FRANKFURT PARIS BEIJING PALO ALTO NEW YORK WASHINGTON, D.C. TOKYO LOS ANGELES HONG KONG SYDNEY MELBOURNE UNITED STATES EUROPE ASIA/PACIFIC 600+ LAWYERS 100+ LAWYERS 50+ LAWYERS New York Frankfurt Tokyo Established 1879 Established 1995 Established 1987 Washington, D.C. London Hong Kong Established 1977 Established 1972 Established 1992 Los Angeles Paris Beijing Established 1984 Established 1927 Established 1999 Palo Alto Brussels Melbourne Established 2000 (Conference Center) Established 1983 Established 2002 Sydney Established 2001 8 S&C in Europe &C has a truly international client base, with almost half of its clients Sheadquartered outside the US. Over 40% of these non-US clients are located in Europe. Today, more than 100 Europe-based lawyers, including 29 partners in London, Paris and Frankfurt, advise clients with respect to German, French, English, EU and US law. FRANKFURT The Firm’s Frankfurt offi ce opened in 1995 and today has 20 resident lawyers, including fi ve partners. Our lawyers offer clients substantial German and US law capabilities, primarily with respect to capital markets/securities, M&A (including private equity) and fi nancings (ranging from acquisition fi nance to restructuring advice). Despite our relatively small size compared to the offi ces of peer fi rms, we routinely rank among the leading law fi rms for German capital markets and M&A transactions.