Translation from Romanian This is a convenience translation of the official Romanian Adeplast Offer Prospectus.

In case of discrepancies between the English and the Romanian versions, the Romanian version shall prevail.

PROSPECTUS
for the Primary Initial Public Offering for the Sale of Shares having attached the Allocation Rights of

SC Adeplast S.A.

at the Offering Price set between 3.52 and 4.06 Lei per Offered Share
OFFERING PERIOD 02/10/2013 - 15/10/2013 APPROVED BY THE FINANCIAL SUPERVISORY AUTHORITY BY THE DECISION NO. 829 OF 30/09/2013

ISSUER SC ADEPLAST S.A. Intermediation Syndicate

Manager Banca Comerciala Romana S.A.

Manager SSIF Intercapital Invest S.A.

Legal Advisor of the Intermediation Syndicate CMS Cameron McKenna SCA

Translation from Romanian THE APPROVAL ENDORSEMENT APPLIED ON THIS PROSPECTUS DOES NOT REPRESENT A GUARANTEE OR ANY FORM OF ASSESSMENT BY THE NATIONAL SECURITIES COMMISSION WITH RESPECT TO THE OPPORTUNITY, ADVANTAGES AND DISADVANTAGES, PROFIT OR RISKS THAT MAY BE INVOLVED IN THE TRANSACTIONS TO BE CONCLUDED AS A RESULT OF ACCEPTANCE OF THE PUBLIC OFFERING, SUBJECT TO THE APPROVAL DECISION. THE APPROVAL DECISION ONLY CERTIFIES THE COMPLIANCE OF THE PROSPECTUS WITH THE LEGAL REQUIREMENTS AND WITH THE NORMS ADOPTED IN APPLICATION THEREOF.

TABLE OF CONTENTS

NOTE TO INVESTORS ............................................................................................................................. 5 DEFINITIONS ............................................................................................................................................ 8 SUMMARY OF PROSPECTUS .............................................................................................................. 14 1 LEGAL RISKS 47 2. RESPONSIBLE PERSONS 53 1. ISSUER DATA............................................................................................................................ 55 1.1 Background and progress of the Company ................................................................ 55 1.2 Major events during Issuers activity .......................................................................... 55 1.3 Overview on Issuers activity ....................................................................................... 57 1.4. Main activities .............................................................................................................. 83 1.5. Information on trends ................................................................................................. 94 1.6 Research and development, new products .................................................................. 95 1.6.1 Products ....................................................................................................................... 95 1.6.2 Quality control and research and development ....................................................... 97 1.7 Patents and licences..................................................................................................... 99 1.8 Permits and environmental issues............................................................................. 102 1.9 Important contracts ................................................................................................... 110 1.10 Employees .................................................................................................................. 145 1.11 Legal and arbitration proceedings ............................................................................ 148 MANAGEMENT AND ORGANIZATION OF THE ISSUER ................................................ 151 2.1 IncorporationArticles of Association/Information on the participations ................ 151 2.2 Administrative, management and supervisory bodies .............................................. 165 2.3 Conflicts of interest in the administrative, management and supervisory bodies.......................................................................................................................... 170 2.4 Remunerations and benefits ...................................................................................... 170 2.5 Operation of the administrative and management bodies ........................................ 172 FINANCIAL STATUS OF THE ISSUER ................................................................................ 174 3.1 Financial auditors ..................................................................................................... 174 3.2 Selected financial information .................................................................................. 174 3.3 Factors determining and affecting the evolution of the Issuers results and operations ................................................................................................................... 191 3.4 Significant changes of financial or commercial condition ...................................... 192 3.5 Investments ................................................................................................................ 192 3.6 Real estates, plants and equipment ........................................................................... 196 3.7 Cash and capital resources........................................................................................ 199 3.8 Declaration on net working capital........................................................................... 199 3.9 Dividend distribution policy ...................................................................................... 199 3.10 Operations with related parties ................................................................................. 200 3.11 Audit of historical financial statements .................................................................... 200 3.12 Date of the most recent financial information ......................................................... 202 3.13 Intermediary financial information and other information .................................... 202

2.

3.

4.

5.

6.

7.

ISSUERS SHARE CAPITAL AND SHARES ........................................................................ 203 4.1 Shares ......................................................................................................................... 203 4.2 Share capital .............................................................................................................. 212 4.3 Issuers shareholders................................................................................................. 213 4.4 Shares trading ............................................................................................................ 214 ADDITIONAL INFORMATION .............................................................................................. 217 5.1 Information supplied by third parties ....................................................................... 217 5.2 Documents available to the public ............................................................................ 217 5.3 Fiscal information ..................................................................................................... 217 INFORMATION REGARDING THE OFFER ......................................................................... 221 6.1 The scope of the Offer and the use of proceeds of the Offer ................................... 221 6.2 Offeror........................................................................................................................ 238 6.3 Interests of natural and legal persons participating in the issue / Offer ................. 238 6.4 Offering features........................................................................................................ 238 6.5 Subscription Price and Offering Price...................................................................... 243 6.6 Distribution of the Offering and Subscription in the Offering ................................ 243 6.7 Allocation and Settlement in the Offering ................................................................ 252 6.8 Admission to Trading and Trading Methods............................................................ 256 6.9 Stabilization ............................................................................................................... 256 6.10 Information Regarding Allocation Rights ................................................................ 257 6.11 Declaration Regarding the Non-Initiation of a Share Capital Increase ................. 259 6.12 Additional Information.............................................................................................. 259 ANNEXES ................................................................................................................................. 261

NOTE TO INVESTORS
This Prospectus contains information about the Offer of the Offered Shares and the Allotment Rights issued by Adeplast, in accordance with the provisions of this document. The Offer is intermediated by the Syndicate consisting of Banca Comerciala Romana S.A. and SSIF Intercapital Invest S.A ("Intermediation Syndicate"). The information contained in this Prospectus describes the situation of the Issuer at the date of the Prospectus according to the selected documents and information provided by the Issuer, except the cases where expressly is stated another date. The Issuer and / or the Intermediation Syndicate has / have no responsibility to update or to supplement the information in case of any changes that may occur in the Issuer's situation except for the changes that may affect the investment decision during the Offering period, case in which the changes are brought to the attention of the investors through an amendment to the Prospectus in accordance with the applicable law. The information contained in this Prospectus have been provided by the Company or are known from public sources, as described in the Prospectus. No other natural or legal person, except the Intermediation Syndicate and the Issuer, was authorized to provide information or documents relating to the Offer described in this Prospectus and no other natural or legal person was authorized to provide information or documents relating to the Offer, other than those contained in this Prospectus and in the documents incorporated by reference therein. Any information or documents provided outside this Prospectus or outside the documents so incorporated shall not be considered as being authorized by the Intermediation Syndicate or the Issuer. The information in this Prospectus has a purely informative character and shall not be interpreted as a legal, financial or fiscal opinion. Nothing in this Prospectus shall be interpreted as a recommendation to invest or as an opinion of the Intermediation Syndicate or of the consultant of the Intermediation Syndicate on the Issuer's situation or as a legal, fiscal or financial advice or as a professional business consulting. In order to make the decision to invest in the Offered Shares, investors must rely on their own analysis of the Offer terms, including the merits and risks involved. Each purchaser of the Offered Shares shall comply with all laws and regulations in force, the Intermediation Syndicate or the Issuer having no responsibility in connection therewith. Each investor shall consult his own legal, financial, fiscal advisers or any other counselors in relation to the legal, tax, business, financial aspects or in connection with the issues involved by the subscription, purchase, holding or transfer of the Shares. The Intermediation Syndicate and the Issuer assume no responsibility with regard to these issues. The Members of the Intermediation Syndicate act exclusively for the Issuer in connection with the Offer and shall not be legally or contractually responsible to other people. This Prospectus does not constitute an offer or invitation made by the Issuer or by the Intermediation Syndicate, or on behalf of the Issuer or of the Intermediation Syndicate, to

subscribe Offered Shares in the jurisdictions where such an offer or invitation needs an authorization, an approval, or a notification so that the potential investors can legally subscribe. With the exception of Romania, the Issuer or the Intermediation Syndicate have not taken any measures to enable implementation of the Offers in any EU or EEA country and in a third EU or EEA country or in the United States, Australia, Canada or Japan or by persons resident or located in these countries. People who decide to subscribe Offered Shares under this Offering are expected to know the restrictions and limitations of the Offer and to comply with them. By subscription of Offered Shares, the non residents assume any liability derived from considering a subscription as being illegal under the laws of the State of residence.

NOTE TO THE ATTENTION OF THE EAA INVESTORS

In any EEA Member State that has implemented the Directive 2003 /71 on the prospectus to be published in case of a public offer of securities or for the admission of the securities to be traded and the amendment to the Directive 2001/34/EC ( "Prospectus Directive" ) (named, individually, the "Member State "), a public offering of shares in the Member State can not be conducted before the publication of the prospectus which has been approved by the competent authority of that Member State or, where appropriate, which was approved in another Member State and notified to the competent authority of the Member State, in accordance with the Prospectus Directive, unless the offer regards: the qualified investors (as defined in the Prospectus Directive); less than 150 natural or legal persons (other than the qualified investors) or in any other circumstances falling within the provisions of Article 3 (2) of the Prospectus Directive.

NOTE TO THE ATTENTION OF THE UNITED STATES OF AMERICA INVESTORS

The Offered Shares and the related allocations rights have not been and will not be registered under the U.S. Securities Act. The Offered Shares cannot be offered, sold or alienated in any way in the United States or to any person with American citizenship or nationality and / or with residence in one of the United States of America. Because the Issuer and the Intermediation Syndicate hereby informed that they did not take any action in order to allow this Offering in another state or EU Member States, or third country, with the exception of Romania, the Issuer and Intermediation Syndicate are entitled to believe that any person subscribing for the Offer is included in the categories eligible for the exemption from authorization / notification required by the Prospectus Directive and the Prospectus and is not subject to any restrictions relating to the subscription of the Offered Shares provided by the applicable law in his country.

The Issuer and the Intermediation Syndicate shall have no liability for failure of the subscriptions received in accordance with this Prospectus in case of force majeure ( a force majeure event means any foreign, unpredictable, absolutely invincible and inevitable event, including without limitation, natural disasters, wars, rebellions, civil disturbances,
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fires, strikes or other events that may limit the functioning of the capital market institutions).
Financial Supervisory Authority has approved this Prospectus by the Decision no. 829 dated 30/09/2013 In this note to the investors, the capitalized terms have the meanings given to them in the section "Definitions" of this Prospectus.

DEFINITIONS
In this Prospectus, unless explicitly stated otherwise, the following capitalized terms shall have the following meanings, applicable both to the singular forms and plural ones: Articles of Association The Articles of Association of the Issuer, amended and supplemented by subsequent addenda, updated on 06.09.2013 . All the shares issued by the Company at the date of the approval of this Prospectus, respectively a number of 33.000.000 common, nominative, dematerialized shares, each with a nominal value of 0.1 RON. Shares issued by the Company during the increase of the share capital of the Issuer by the offer presented in this document and approved by the decision of the Extraordinary General Meeting of the Issuer of 14.08.2013. The Shares offered by the Company in the initial public offering presented in this Prospectus, respectively a fixed number of 16.500.000 newly issued shares offered for sale by the Company. The Shares to be sold in the Offering are ordinary shares, belonging to the same class and have a nominal value of EUR 0.1 each. The General Meeting of Shareholders The Extraordinary Shareholders General Meeting of

Shares, Existing Shares or Company Shares

Newly Issued Shares

Offered Shares

AGA AGEA AGOA ASF

The Ordinary General Meeting of Shareholders Financial Supervisory Authority Str. Foisorului nr.2, sector 3, Bucuresti, cod postal 031178 Romanian Commercial Bank SA, administered in two-tier system, a credit institution authorized for the capital market activities, registered in the CNVM Register under the No. PJR01INCR/400007/26.05.2006, based on the CNVM Certificate no. 369/26.05.2006 amended by the CNVM Certificate. 152/22.05.2007, headquartered in Bucharest, Bd. Regina Elisabeta, nr. 5, Sector 3, cod postal 030016, registered with the Trade Register under the number J40/90/1991, sole registration code 361757.

Banca Comerciala Romana (Romanian Commercial Bank)

 Custodian Bank or Custodian Agent

Commercial banks licensed by the BNR to operate in Romania and registered in the CNVM Register in order to conduct custody of financial instruments in accordance with the applicable legislation in force. National Bank of Romania Bucharest Stock Exchange, the operator of the regulated market on which will be traded the Shares. Law no. 53/2003 on the Labor Code, published in the Official Gazette no. 345 of 18.05.2011.

BNR BVB

Labor Code

Company and/or Issuer and/or Company and/or Adeplast

The Company Adeplast S.A, headquartered in sat Corlatesti, nr. 214, comuna Berceni, judetul Prahova, Romania, CUI (Sole Registration Code) 5119976, registered number with the Trade Register J29/1794/2012, having the paid Share capital of RON 3.300.000 at the Prospectus date, fully paid.

Board of Directors Collection Accounts

The Board of Directors of the Company The accounts opened by the Syndicate Members and by the participants, for collecting the amounts corresponding to the subscriptions in the Offering, as identified in Section 6.4 (Offer Features). The second business day following the closing date of the Offering, the day in which is made the allocation of the Offered Shares in the Offering. The date when it will be made the settlement through the Central Depository Settlement System, respectively three Business Days from the Transaction Date. The fourth Business Day after the closing of the Offering, the Business Day in which occurs the execution of the transactions afferent to the Offer in the BVB electronic system. S.C. Depozitarul Central S.A., headquartered in Bulevardul Carol I nr. 34 - 36, etajele 3, 8 si 9, sector 2, cod postal 020922, Bucuresti, Romania, represents the institution that provides storage services, registry, compensation and settlement of the transactions with financial instruments, and other operations in connection therewith such as defined in the Capital Market Law.
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Allocation Date

Settlement Date

Transaction Date

Central Depository

Allocation Rights

According to CNVM approval no. 45/22.08.2008 the allocation right is a negotiable security, short-term issued, which certifies its holder the right to receive a share that will be assigned to him at the register moment with the Central Depository of the capital increase, respectively of the newly issued shares. Operating profit before interests and taxes. Operating profit before interests, depreciation and amortization. Expanded polystyrene The official currency of the European Union Member States adopted as the official currency in accordance with EU legislation. The International Accounting Standard, as it was defined by the IASC (International Accounting Standards Committee), part of the International Financial Reporting Standards. SSIF Intercapital Invest SA, authorized for capital market activities by the CNVM Decision no. 2063/2003 with headquarters in Bucharest, Bd. Aviatorilor, nr. 33, etaj 1, sector 1, Bucuresti, registered with the Trade Registry under no. J40/6447/1995, sole registration code RO7631041 taxes,

EBIT EBITDA EPS EUR or euro or

IAS

Intercapital Invest

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Offer Intermediaries , Intermediaries, Syndicate Managers " Capital Market Law

Banca Comerciala Romana and Intercapital Invest Law no. 297/2004 regarding the capital market, published in the Official Gazette no. 571 of 29.06.2004, amended and supplemented Law no. 31/1990 on trading companies, republished in the Official Gazette no. 1066 of 17.11.2004, amended and supplemented. The official currency of Romania. The Primary Initial Public Offer for the sale of shares and allocation rights in Adeplast, conducted by the Issuer and presented in this document, by which it is offered for subscription to the public a package of 16,500,000 shares, representing 33.33 % of the increased share capital of Adeplast, following the successful completion of this public offering, assuming that all shares offered for sale are sold and allotted in the offer. The Offer can not be increased. Adeplast, as the issuer of the newly issued shares offered for sale through the primary offer described in this document. Any other intermediaries except Banca Comerciala Romana and Intercapital Invest who are participants in the trading system of BVB and that have previously signed an irrevocably and unconditionally pledge to respect the "Terms of the Offer " with at least one of the syndicate members. The period of the Offering as described in the chapter with the same name in Section 6 (Information about the Offering). This Prospectus regarding the Initial Public Offering for the sale of the Offered Shares, approved by the ASF in order to conduct the Offering. The database of records and registration of companies and other entities as required by law. CNVM Regulation no. 1/2006 on the issuers and securities operations, published in Official Gazette no. 312bis on 06.04.2006, amended and supplemented. Regulation ( EC) no. 809/2004 of 29.04.2004 implementing the Directive 2003/71/EC of the
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Companies Law

Leu or Lei or RON Offering or Initial Public Offering

Offeror or Seller

Participant

Offering Period

Prospectus

Trade Registry Regulation 1/2006

Regulation 809/2004

European Parliament and of the Council regarding the information contained in the prospectuses, prospectuses structure, the incorporation of information by reference, the publication of such prospectuses and the dissemination of the advertisements published in the Official Journal of the European Union L149 / 1, on 30.04.2004, amended and supplemented. Regulation 32/2006 SIC 34 Intermediation Syndicate or Syndicate Regulation no. 32/2006 on the investment services, as amended The International Accounting Standard no. 34 The Managers of the Intermediation Syndicate respectively Banca Comerciala Romana and Intercapital Invest, constituted as Intermediation Syndicate under an agreement for the establishment of the Syndicate, having as subcontractors the CMS as legal advisor. American dollar, the official currency of the United States of America. Any day in which both the Romanian interbank market and the trading, clearing and settlement systems of BVB / Central Depository are opened for business Extruded polystyrene

USD or US dollars Business Day

XPS

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SUMMARY OF PROSPECTUS
Section A Introduction and Warnings A.1

This summary should be read as an introduction to the Prospectus. Any decision to invest in the Offered Shares should be based on consideration of the Prospectus, as a whole by the investor. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation in force in the Member States, have to bear the cost of translating the Prospectus, before the legal proceedings are initiated; and
Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent together with the other parts of the Prospectus.

A.2.

The consent of the Issuer or of the person responsible for preparing the Prospectus relating to the use of the Prospectus for future resale or final placement of shares through financial intermediaries. Not applicable. An indication of the period of the offer within which a subsequent resale or final placement of securities could be initiated and for which the consent to use the prospectus is given. Not applicable. Any other clear and objective conditions related to the consent which are relative for the use of the Prospectus. Not applicable. A bolded written note through which the investors are informed that the information concerning the terms and conditions of the offer made by a financial intermediary will be provided when the offer will be made by the financial intermediary. Not applicable.

Section B Issuer and prospective guarantors The legal and commercial name of the issuer: S.C. Adeplast S.A. B.1 Headquarters: Sat Corlatesti, nr. 214, Comuna Berceni, Judetul Prahova, Romania B.2 Legal form: joint stock company; Legislation under which the issuer operates: Romanian law Country of incorporation: Romania B.3 A description of, and key factor relating to, the nature of Transgazs current operations and its principal activities, stating the main categories of products sold and/or services performed and identification of the principal markets in which Transgaz competes. According to Art. 6 of the Articles of Association, the main activity of the issuer is the manufacture of dry mortars NACE Code 2364.
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Furthermore, the Issuer may also perform some secondary activities, stipulated in art. 6 of the Articles of Association and listed in Section 2.1.1 (The object of activity of the Issuer). According to the Articles of Association, the Company may perform activities of import and export of goods and products related to the activities mentioned in the objects of activity of the Company. The Issuer is one of the leading Romanian manufacturers and distributors of building materials for construction refurbishments, performing production and / or distribution of: Adhesives and dry mortars: adhesives, plasters, putties for jointing, plastering mortar, masonry mortar, drainagemortar, floor screeds Polystyrene: expanded polystyrene, extruded polystyrene, polystyrene pearls Paints and decorative coatings: paints, primers, rough coats

The production activity of the Issuer is carried out on three industrial sites geographically strategic situated, namely: Oradea, St. Uzinelor nr. 3, Judetul Bihor. The industrial platform is located 50 meters from the Ring Road of Oradea City and 250 meters from Oradea Budapest Road and includes a dry mortar factory, a paints and plasters factory and a expanded polystyrene and graphited polystyrene factory. The platform serves the western part of the country and the foreign markets such as Hungary, Austria and Germany Ploiesti sat Corlatesti, nr. 214, Comuna Berceni, Judetul Prahova. The industrial platform is located 500 meters from the Bucuresti - Ploiesti Highway and Ploiesti Ring Road and includes a dry mortar factory, a paints and plasters factory and two manufacturing plants for polystyrene. The platform serves the south part of the country and other markets, such as Lebanon Roman - Sat Cordun, comuna Cordun, St. Adeplast nr. 1Land Register no. 51022, Neamt County. The industrial platform is located 1 km from Roman City and includes a dry mortar factory and a expanded polystyrene and graphited polystyrene factory. The platform serves the entire east and northeast area of the country, and customers in the Moldova Republic and Ukraine.

Main products The Issuer currently produces over 50 types of building materials. Starting from the initial production of adhesives and driy mortars, over the time to the Issuers product range were added termo-systems, paints and decorative plasters and products for thermal and acoustic insulation such as expanded polystyrene, extruded polystyrene and wool glass. The main products are: 1. Adhesives, plasters and dry mortars

From the main products we mention: adhesives for tiles used for wall and floor tiling indoors, in dry areas, with no high humidity and heat, on rough and stable mineral substrate (cement and lime plaster, brick, concrete, cement screeds, etc.); jointing putties used for filling joints with maximum width between 2-6 mm, of ceramic tiles, floor tiles, marble, natural stone (except the one subjected to yellowing) gresogranit, porcelain tiles for interior or exterior work exposed to temperatures between -20 C and +80 C in wet or dry environments;
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walling mortars used for buildings with AAC blocks, lightweight concrete blocks, ceramic bricks or glass bricks walls. Also monolithisation mortars are used for anchoring the machine foundation, metal and concrete poles and for anchoring parties that support metal structures and equipment; mortars for plastering used for finishing works of rough plaster or other finishes before plastering or other noble finishes inside or outside buildings, for finishing rough plaster or rough cracks and uneven plaster repair; plasters for finishing walls used for finishing indoors surfaces without excessive moisture concrete, lightweight concrete, cement dry plaster, cement-lime plaster boards. It is used to obtain very fine and smooth surface before painting or painting with oil; screeds and industrial floors (self leveling screeds, cement screed for interior and exterior, construction sand) used to equalize the inner and outer surfaces for repairing or concreting in small spaces. The sand used in construction is used for preparing plastering mortars, screeds, masonry mortars, by the addition of cement and / or lime.

2.

Insulating materials

The main products: fireproof expanded polystyrene in the form of insulating panels used in areas with high static load, terraces, under floor with medium and hard traffic and cold room floor; perimeter injected polystyrene plates used to insulate walls and floor of the heated space which adjoins the land. The plates are manufactured using injection machines EPS surface on one side being provided with grooves for drainage rhomboid; Mineral wool / basalt mineral wool is a safe, effective and accessible insulation, providing both protection against noise and fire and energy saving advantages, having all representative isolation and mechanical properties. Excellent thermal insulation properties can reduce heating and cooling costs of housing; Additives / non additive pearls of expanded polystyrene are used for sockets and floors, space between floors, roofs and wooden floors for direct bonding of flooring materials, sockets and floors, the space between floors and roofs and wooden floors,, insulating bridges that are not frequented and tarred roofs.

3.

Paints and plasters

From the main products we mention: decorative structured plasters are used for decorative and special effect finishes for interior and exterior works. Can be applied on any type of mineral surfaces: coating, plasters, concrete, masonry, gypsum board, etc.. Products are supplied already colored by the manufacturer according to the beneficiarys option on the color chart of the Issuer or it is delivered on white and will be tinted when applying the paint using the coloring paste; the silicone decorative coatings are washable, elastic, flexible, waterproofing and with hydrophobic properties, having vapor permeability, scratch and impact resistant,
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highly resistant to aggressive environmental factors such as rain, humidity, temperature variations, solar radiation and pollution. They are used for decorative coatings and finishes with great effect in the interior and exterior works. Can be applied to any type of mineral surfaces: coatings, plasters, concrete, masonry, gypsum board, but are recommended for historic buildings and monuments. Products are supplied already colored by the manufacturer according to the beneficiarys option on the color chart of the Issuer or it is delivered on white and will be tinted when applying the paint using the coloring paste; the white paints, dispersion based, used for painting all kinds of interior mineral substrates based on lime, lime-cement, lime-gypsum, gypsum, concrete, and to cover areas that were processed with dispersion paint or wallpaper, with necessary port in order to ensure a finish with a high degree of white. White paints are designed especially for high productivity finishing with interior surfaces of civil constructions; primers, bonding bridge used for treating mineral substrates in order to reduce and homogenize their ability of absorbing in case of surfaces with local repairs, for controlling absorption and in order to improve adherence.

B.4a

A description of the most significant recent trends affecting the Issuer and the industries in which it operates. I. The most important event that is expected to influence the future development of the Company is the implementation and launching of the project to construct a production facility of basalt mineral wool on Corlatesti Ploiesti platform. The Project is expected to have a notable positive impact on the financial results of the Company. The project involves the construction of a factory for the production of basalt mineral wool, the endowment with the necessary infrastructure and facilities (electrical and mechanical), and the acquisition and installation of equipment for the manufacture of basalt mineral wool. This issue is being treated separately in Part II of this Prospectus, Section 6 ( Offering Information), paragraph 6.1. (Basis of the Offering and the use of the funds resulted from the Offering). The project described above will be funded using funds from the Offering described in this document and by bank financing. II. The Issuer has applied for funding under the scheme established by State Government No . 1680/2008 whose objective is the regional development by stimulating the investment and creating new jobs. It provides regional state aids in all fields, except those exempted by the European Commission Regulation no. 800/2008. According to the Issuer, as provided by the H.G. (Government Decision) No. 1680/2008, the State aid scheme can be applied to the Issuer, as the targeted investment will be made in Romania, on a land area of about 5 ha located in Berceni, Corlatesti village, Prahova County and represents an initial investment between 10 and 20 million euros, equivalent in Lei, and creates at least 100 new jobs as a result of the initial investment. The investment includes also the necessary additional infrastructure for implementing the project (eg. utilities ). According to the Issuers estimates, the project will generate 115 new jobs starting with January 2015, required in the production process in order to produce basalt mineral wool. The total value of the investment, according to the estimates made in the general specification of the Issuer, raises to 19,468 thousand euros, of which the state subvention in the State aid scheme
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is in the amount of approximately 7.3 millions Euro, representing 37 % of the total value of the project.

In order to grant the State aid in July 2013 the Issuer has submitted an application for this purpose, accompanied by the appropriate documentation.

After obtaining the financing agreement, the Issuer is obliged to inform the Ministry of Finance annually for 5 years after completion of the investment, a report on the meeting of the targets established during the implementation period of the HG (Government Decision) 1680 (the most important being the amount of the contributions to the State budget and local budgets for the project undertaken in the application submitted) .

If the application for the State aid is approved, the Issuer will allocate a part of the funds raised via the Offer described in this document for acquisitions of brands and customer portfolios from companies operating in the Issuers industry and for the optimization of the working capital. B.5 If the Issuer is part of a group, a description of the group and the position of the Issuer At the date of the Prospectus, the Issuer does not own any shareholdings in other entities and is not part of a group. The Issuer was a shareholder in Flamav Trans SRL, a company registered at the Trade Register under the no. J5/841/2002, sole registration no. 14847510. In May 2011, the Issuer transferred for free his participation of 24.990 shares owned in Flamav Trans SRL to Zare Ioan Adrian, via a document under private signature. Marcel Barbut and Cristina Paveliuc, shareholders of the Issuer, have participations in the companies Adeplast Distribution SRL and Adeplast Construct SRL, both being in temporary interruption of activity.. Summary information on these companies is presented below: No. Company Shareholders Main activity Share capital Status (according to Trade Registry data) Temporary interruption of activity since 1.05.2009

1.

Adeplast Construct - Marcel Barbut (95%) SRL - Trade Registry - Cristina no.: J5/609/2004 Paveliuc (5%) - sole registration no.: 16319112 - registered headquarter: Oradea, Str. Uzinelor no. 3. Bihor

Constructions 200 RON works for residential and non residential buildings (cod CAEN 4120)

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2.

Adeplast Distribution SRL

- Marcel Barbut (95%)

- Trade Registry - Cristina no.: J5/610/2004 Paveliuc (5%) - Sole registration no.: 16319104 - Registered headquarter: Oradea, Str. Uzinelor no. 3. Bihor county B.6

Retail trade of 200 RON wood materials and of constructions materials and of sanitary equipments

Temporary interruption of activity since 1.05.2009

To the extent it is known to the Issuer, the name of any person who, directly or indirectly, has an interest in the Issuers equity capital or voting rights, which is notifiable under the Romanian law, along with the value of the shareholding of such a person. Not applicable. If the main shareholders of the Issuer have different voting rights, in case they have voting rights. According to the Issuers declaration, his shareholders do not have different voting rights. According to the Commercial Companies Law, the Shares grant equal rights to the shareholders, such as: the right to participate and vote during GMS, the right to elect and to be elected in the Issuers management bodies, the right to distribute the dividends and the remained assets after the liquidation of the Company, the right to be informed, the right to attack in the courts of law the GMS decisions or the decisions of the Board of Directors made within the competence delegation, the preference right during the new shares issuing by share capital increase, the right to withdraw from the company in special situations stipulated by the law, the right to claim to auditors the facts he considers that must be verified etc. More information regarding the rights of the Issuers shareholders are included in the Section 4.1.4 of the present Prospectus. In so far as known to the Issuer, it is mentioned if the Issuer is held or controlled, directly or indirectly, also by who and it is described the nature of this control. At the date of the Prospectus, the control of the Issuer is done by Marcel Barbut, who has a number of 32,999,999 shares, representing 99.999997% of the registered capital of the Issuer. Marcel Barbut is the general manager and the president of the Board of the Company. The Issuer shall take the necessary measures in order to avoid the abusive exercise of control. To the best knowledge of the Issuer, there are no agreements that may generate, at any future date, a change of control over the Issuer.

B.7

Selected historical key financial information regarding the Company, presented for each financial year of the period covered by the historical financial information, and any subsequent interim financial period, together with comparative data from the same period of the previous financial exercise, except the request regarding the comparative information from the balance sheet is
19

fulfilled by the presentation of the balance sheet information at the end of the exercise. Selected financial information The annual consolidated financial statements of the Issuer for the financial periods ending on December 31st, 2010 and 2011 and the individual annual financial statements of the Issuer for the financial periods ended on the 31st December 2012 have been prepared according to the International Financial Reporting Standards as approved by the European Union (IFRS-UE) and have been audited by Deloitte Audit SRL. The individual interim financial statements of the Issuer as of the date and for the period of six months ending on June 30 .2013 have been prepared according to the International Accounting Standard 34 Interim Financial Reporting (IAS 34) and have been revised by Deloitte Audit SRL. The consolidated annual financial statements of the Issuer for the financial periods ending on December 31, 2010 and 2011 have been prepared for Adeplast and its subsidiary Flamav Trans SRL. The financial information of Flamav Trans SRL has been included in the consolidation of Adeplast till the date of the sale of the company, 17th of May 2011. For the financial period ending on December 31, 2012 and for the period of 6 months ending on June 30, 2013, the Issuer has prepared individual financial statements, as not holding any other participations. As of June 30, 2013, the Company did not have any subsidiaries and was not part in any association in participation. 3.2.1.1 Balance sheet 30.06.2013 Revised 31.12.2012 Audited 31.12.2011 Audited 31.12.2010 Audited

Thousand RON Assets Fixed assets Tangible assets Intangible assets Deferred tax asset Total fixed assets Current assets Inventories Trade and other receivables Cash and cash equivalents Total current assets Total assets Equity and liabilities Shareholders' equity Share capital Legal reserves Revaluation reserves Retained earnings Total shareholders' equity Long term debt Loans

199.186 1.241 200.427

158.343 27 158.369

110.403 44 110.447

96.276 92 96.368

27.245 64.691 10.597 102.533 302.960

16.544 38.843 4.273 59.660 218.029

17.372 19.793 19.175 56.340 166.787

12.514 16.166 21.406 50.086 146.454

3.615 660 14.174 67.860 86.309

3.615 660 14.050 60.565 78.890

3.615 660 12.350 44.374 60.999

3.615 660 12.578 40.438 57.291

88.206
20

66.829

50.067

46.575

Deferred tax liabilities Shareholder loan Unearned revenues Total long term debt Short term debt Loans Trade debt and other liabilities Payable income tax Total short term debt Total equity and liabilities Source: Financial Statements IFRS-UE

3.253 3.604 95.063

3.113 2 69.943

2.208 14 52.289

2.065 27 48.667

71.443 48.866 1.278 121.588 302.960

45.790 22.863 543 69.196 218.029

43.226 10.273 53.499 166.787

32.127 8.369 40.496 146.454

The difference between the value of the share capital registered in the IFRS financial statements of RON 3,614,962 and the value of the share capital registered in the Articles of Incorporation of RON 3,300,000 represents the effect of the application of IAS 29 standard regarding the hyperinflation. Romania was considered a hyper inflationist economy until the end of 2003, and the share capital was inflated with the respective inflation rates according to IAS 29. The tangible assets increased in 2012 with 43% compared to 2011 and with 15% in 2011 compared to 2010 mainly due to the investments in the new factories opened during the analyzed period, but also due to the investments made in the existing ones, as follows: Oradea Platform: Dry mortars factory extended in 2011 with a new drying line of sand and with other equipments Expanded polystyrene and graphited polystyrene factory new investment, began in 2012, put in activity in 2013 Plaster and paints factory opened in 2008

Ploiesti Corlatesti Platform Dry mortars factory extended and enhanced in 2010, 2011 and 2012 Expanded polystyrene factory commissioned in 2011 Graphite polystyrene factory commissioned in 2012 Plaster and paints factory new investment, started in 2013, commissioned in 2013

Roman Cordun Platform Dry mortars factory new investment, built in 2012, put in activity in 2013 Expanded polystyrene and graphite polystyrene factory new investment, built and commissioned in 2013

Intangible assets, represented by software licenses and operating systems (ERP System for the clients database management, for the coloring machines management, graphics software, security systems etc.), decreased in 2012 by 39% compared to 2011 and by 52% in 2011 compared to 2010. The main cause of these decreases has been the registration of the depreciation of the expenses. The value of the position Trade and other receivables strongly fluctuated during 2011-2012, increasing by more than 96% and during 2010-2011 increasing by 22%. During 2012, the main reason of this significant increase represented the issuing during the last part of the year (November December) of invoices with payment terms during the following financial year and the extension of the payment terms in order to increase sales. The value of the cash and cash equivalents registered in 2012 a decrease compared to 2011
21

(over 77.7%) due to financing from own sources. A 10.4% decrease of the cash has been registered during 2010-2011, due to the increase of trade receivables and high investments. The evolution of the Issuers equity and liabilities (thousands of RON) 90.000 80.000 70.000 60.000 50.000 40.000 2010 2011 2012 Shareholders Equity Source: Adeplast Shareholders equity has increased by 29.33% from 60,999 thousands RON in 2011 to 78.890 thousands RON in 2012 mainly due to the increase of the reported result (by 36.49%) and due to the revaluation reserves (by 13.77%). During the 2011, the shareholders equity has increased by only 6.47% due to the decrease of the revaluation reserves (by 1.81%) and due to a slight increase of the result carried forward (of 9.73%). The value of the long term debt increased in 2012 by 33.76% compared to the previous year due to the increase in long term loans from 50,067 thousands RON to 66,829 thousands RON . The main reason was contracting some investment credits from UTB. In 2011 compared to 2010, the total of the long term debt easily increased by 7.44%. Regarding the short term debt, they increased by 29,34% in 2012 compared to 2011 due to the increase of trade payables with over 102%. The reason for this important increase is the acquisition of raw materials and consumables towards the end of 2012 with due term in the following financial exercise. The Issuer made these acquisitions because he beneficiated of low prices. In 2011, the total of the short term debt increased by 32,11%, mainly due to the increase of short term loans compared to 2010 (34.55%), but also due to the increase of the trading debts and of the other debts (by 22.75%). The increase of short term loans as ofJune 30, 2013 by 56% compared to the situation as ofDecember 31, 2012 is explained by the seasonality of the Company activity; thus, during summer season the sales and the production are at a much higher level than during the winter season. Consequently, the Company uses the credit lines for the financing of the activity, while at the end of the reporting period the Company repays from the drawn lines; similar, trade payables are at a higher level in June than in December, because the acquisitions from the suppliers are at a much higher level in June (when the production is almost at maximum capacity) than in December. From the same reason, the balance sheet positions, tradereceivables and inventories are significantly higher as of June 30, 2013 compared to December 31st, 2012. More details of the loans contracted by the Issuer is presented in the following table: thousands RON Long term loans Leasing Long term loans 30.06.2013 69.455 18.751 88.206
22

80.000 70.000 60.000 50.000 40.000 2010 2011 2012 Short term debt Long term debt

31.12.2012 65.811 1.018 66.829

31.12.2011 48.927 1.140 50.067

31.12.2010 42.771 3.804 46.575

Long term loans - current portion Leasing - current portion Short term loan Accrued interest Short term loans Total loans Source: Financial Statements IFRS-EU

18.013 5.579 47.820 32 71.443 159.649

14.554 1.550 29.639 47 45.790 112.619

11.628 2.842 28.705 50 43.225 93.292

8.843 3.519 19.727 39 32.127 78.703

The short term liabilities of the Company exceed the current assets by a low percentage of 18.6% due to the investment effort of Adeplast during the last years (as reference, the value of the investments of the Company during the period of 10 years during 2003 and 2012 exceeded EUR 40 million, of which over EUR 9 million only during 2010-2012). The investments works finalized by Adeplast and opened during the last period, meaning expanded and graphite polystyrene from Oradea, the painting and coating factory from Ploiesti Corlatesti and dry mortars and expanded and graphite polystyrene factories from Roman - Cordun (all opened during the year 2013) shall begin to generate significant revenues during the second part of the year 2013; it is expected that the surplus of cash generated by the new investments shall balance the net current assets. 3.2.1.2 Statement of comprehensive income T RON Sale of finished goods Sale of goods Sale of services Other operating income Revenues from change in inventories Total operating revenues Raw materials and consumables Utilities Employees benefits Third parties services Depreciation Cost of the goods for re-sale Other operation expenses Total operating expenses Profit from operation Financial revenues Financial expenses Financial revenues /(expenses) Profit before tax Tax on profit Net profit of the year Revaluation of the land and buildings Effect of the deferred tax Total other elements of the global
23

2012 144.196 33.349 4.884 1.190 773 184.392 (87.514) (3.402) (6.512) (20.489) (11.995) (30.455) (679) (161.046) 23.346 7.039 (11.601) (4.562) 18.784 (2.626) 16.158

2011 115.204 20.858 4.403 699 1.902 143.066 (72.335) (2.793) (6.125) (15.615) (13.441) (18.727) (2.859) (131.895) 11.171 6.658 (10.593) (3.935) 7.236 (1.147) 6.089

2010 114.593 7.612 4.617 801 (593) 127.030 (66.914) (1.581) (6.223) (10.710) (13.396) (7.485) (3.696) (110.005) 17.025 7.888 (10.823) (2.935) 14.090 (1.994) 12.096

2.295 (367) 1.928

(1.838) (1.838)

result Total comprehensive income 18.086 6.089 10.258 Source: Financial Statements IFRS-EU Revenues from operation increased to 29% in 2012 compared to the previous year and by 13% in 2011 compared to 2010. The increase registered in 2012 has been determined by a series of cumulating factors. The Issuer allowed the increase of the payment terms in order to increase the sales. Also, an impulse to the sales has been given also by the national program of conforming to the stipulation of the Directive 2010/31/EU of the European Parliament and of the Council from the May 19th, 2010 regarding the energetic performance of the buildings. The main component of the operating revenues are the revenues from sale of finished goods., but its weight showed a decreasing tendency as one can see in the following table, from 90% in 2010 to 78% in 2012, while the weight of the revenues from sale of merchandise increased from 6% in 2010 to over 18% in 2012. thousands RON Revenues 2012 Sale of finished goods 144.196 Sale of goods 33.349 Sale of services 4.884 Total revenues 182.430 Source: Financial Statements IFRS-EU

2011 115.204 20.858 4.403 140.465

2010 114.593 7.612 4.617 126.823

Other operating revenues are detailed in the table below: thousands RON Income from renting Income from packages sale Income from fines and compensations Other income Total other income from operation Source: Financial Statements IFRS-EU 2012 316 778 97 1.190 2011 83 552 1 63 699 2010 278 402 1 120 801

As it can be seen in the table above, "Other operating income" is mainly represented by the income from the sale of packages (over 65% in 2012). The financial revenues of the Issuer increased by 6% in 2012 compared to 2011 but decreased in 2011 compared to 2010 by 16%. Financial revenues include the gains from the foreign currency exchange and the interest revenues. The greatest impact on the financial revenues is of the gains from the foreign currency exchange (representing over 90% over the analyzed period). Issuer's operating expenses, increased in 2012 compared to 2011 by 22%, and in 2011 compared to 2010 by 20%. In accordance with the Issuer's object of activity, in the operating expenses, the largest share is owned by the costs for raw materials and consumables (an average of 57%). The evolution of the costs of raw materials and consumables is correlated with sales increase. The Issuer has recorded expenses related to the services provided by third parties (13% of the total operating expenses in 2012), detailed in the following table: thousands RON thousands RON

2012

2011

2010
24

2012

2011

2010

Transport Insurance Repairs and maintenance Bank charges Fees Post and telecommunic ations Travelling Rents Other services*

8.045 532 867 403 557

7.068 583 591 334 333

4.489 881 303 389 322

Transport Insurance Repairs and maintenance Bank charges Fees Post and telecommuni cations Travelling Rents Other services Total

39% 3% 4% 2% 3%

45% 4% 4% 2% 2%

42% 8% 3% 4% 3%

280 192 8 9.605

274 173 7 6.251

250 125 20 3.931

1% 1% 0% 47% 100%

2% 1% 0% 40% 100%

2% 1% 0% 37% 100%

Total 20.489 15.615 10.710 Source: Financial Statements IFRS-EU

* Other services provided by third parties mainly include expenses with the technical services provided by sub-contractors, security services, consulting services, audit services and advertising expenses.

Issuer's financial expenses increased in 2012 compared to 2011 by 10%, but in 2011 compared to 2010 decreased by 2%. Financial expenses are represented mostly (on average 70%) by net realized losses from foreign currency exchange, expenses related to bank loans (on average 28%) and to a smaller extent by costs associated to the financial leases (on average 2%). Profit before tax increased substantially in 2012 compared to 2011, but given that in 2011 the value was only half of the profit obtained in 2010. By reference to the year 2010, the profit before tax in 2012 increased by 33.3%. The halving of the profit before tax in 2011 is the result of an increase in operating expenses higher than the increase in operating revenues, respectively 20% vs. 13%.. The income tax expense includes both the income tax expense for the current financial year and the deferred tax. The following tables present details on the tax calculation. thousands RON Current income tax Deferred income tax Tax expenses Source: Financial Statements IFRS-EU 2012 2.089 537 2.626 2011 1.003 143 1.147 2010 2.435 (441) 1.994

The tax applied to the Issuer's profit before tax differs from the theoretical value that would result using the tax rate applicable to the Issuer's profits as follows:

Thousands RON Profit before tax

2012 18.784

2011 7.236

2010 14.090

25

Tax calculated at statutory rate (16%) The effect of the deferred tax on the temporary differences of the assets Income not subject to taxation Non-deductible expenses Tax Credit for sponsorship

(3.005) (15) 394

(1.158) (79) 90

(2.254) 372 228 (322) (18)

Tax expenses Source: Financial Statements IFRS-EU

(2.626)

(1.147)

(1.994)

The main indicators of the Issuer's activity calculated for the analyzed period are listed in the table below: Indicator (thousands RON) 2012 Total revenues, out of which: 191.431 Operating revenues 184.392 Financial revenues 7.039 Total expenses out of which: (172.647) Operating expenses (161.046) Financial expenses (11.601) Gross profit, out of which: 18.784 Operation profit / (loss) 23.346 Financial profit / (loss) (4.562) Income tax (2.626) Net profit 16.158 Source: Financial Statements IFRS-EU 2011 149.724 143.066 6.658 (142.488) (131.895) (10.593) 7.236 11.171 (3.935) (1.147) 6.089 2010 134.918 127.030 7.888 (120.828) (110.005) (10.823) 14.090 17.025 (2.935) (1.994) 12.096 '12/'11 (%) 27,86% 28,89% 5,72% 21,17% 22,10% 9,52% 159,59% 108,99% 15,93% 128,95% 165,36%

Evolution of the Issuer's revenues in the period 2010-2012 (million RON)

200 180 160 140 120 100 80 60 40 20 2010 2011 2012 Operating revenuess Operating expenses 250 200 150 100 50 2010 Total revenues 2011 2012 Total expenses

Source: Adeplast Evolution of the Issuer's net profit in the period 2010-2011

26

18 16 14 12 10 8 6 4 2 0 2010 2011 Net profit 2012

Source: Adeplast The following values are calculated based on the IFRS-EU consolidated financial statements: Thousands RON 2012 2011 EBITDA 35.341 24.612 EBIT 23.346 11.171 Net profit 16.158 6.089 Source: Financial Statements IFRS-EU Interim statement of comprehensive income thousands RON Revenues Other operating revenues Stocks variation Other (losses) / incomes from operations - net Impairment (tax) / issue of current assets Reversal of value adjustments for fixed assets Total operating revenues Raw materials and consumables Utilities Employee Benefits Services provided by third parties Depreciation Cost of goods for resale Other operating expenses Total operating expenses Operating profit Financial revenues Financial expenses Financial gain / (loss) Profit before taxation
27

2010 30.421 17.025 12.096

30.06.2013 99.083 796 2.342 174 638 103.033 (55.976) (2.374) (4.493) (10.749) (6.780) (9.216) (1.136) (90.724) 12.309 4.902 (8.617) (3.715) 8.594

30.06.2012 74.509 701 706 1.393 291 921 78.521 (36.487) (1.314) (2.944) (9.312) (6.437) (11.550) (1.291) (69.335) 9.186 944 (4.955) (4.011) 5.175

Income tax Net profit for the year Revaluation of land and buildings. The effect of the deferred tax. Total other elements of the comprehensive income Total comprehensive income Source: Financial Statements IFRS-UE

(1.413) 7.181 262 (24) 239 7.420

(833) 4.342 4.342

The total operating revenues increased by 31% in the first half of 2013 compared to the same period in 2012. Similarly, the total operating expenses increased by the same percentage. The net profit for the first six months of 2013 as compared to same period of 2012 increased substantially by 65.38%. 3.2.1.3 Cash flows The annual statement of Issuer's cash flow, extracted from the financial statements prepared in accordance with IFRS-EU standards, is presented below: Thousands Ron Cash flow from operating activities Net profit for the year Adjustments for: Depreciation and amortisation Provision for uncollected trade receivables Trade receivables written off (Profit) / loss from the disposal of fixed assets The effect of foreign exchange rate changes on loans Interest expenses Interest revenues Income tax Operating cash flows before changes in working capital Changes in working capital (Increase) in trade and other receivables (Increase) in inventories (Decrease) / increase in trade payables and other
28

2012

2011

2010

16.158

6.089

12.096

11.075 (161) 602 505 2.245 3.152 (335) 2.626 35.867

13.441 1.087 1.156 (700) 3.747 (1.180) 1.147 24.787

13.243 1.674 1.340 10 3.880 (1.714) 1.994 32.524

(19.492) 828

(5.869) (4.858)

7.685 (3.057)

liabilities

4.595

2.108

(3.215)

Cash generated from operations Interests paid Income tax paid

21.798 (3.155) (1.546)

16.168 (3.747) (1.220)

33.937 (3.880) (1.630)

Net cash from operating activities Cash flows from investing activities Acquisitions of tangible assets and intangible assets Colections for sales of tangible assets and intangible assets Interest received

17.097

11.201

28.427

(47.517) 369 335

(27.893) 1.071 1.180

(7.126) 1.084 1.714

Net cash used in investing activities Cash flow from financing activities Increase in loans Reimbursement of loans Principal payments of the financial leasing Restricted cash Paid dividends

(46.814)

(25.642)

(4.422)

30.390 (11.890) (3.489) 8 (195)

17.930 (3.340) 26 (2.381)

(8.333) (5.301) 349 (1.892)

Net cash from financing activities

14.823

12.235

(15.177)

Net increase of cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year Source: Financial Statements IFRS-UE

(14.894)

(2.205)

8.921

19.096

21.301

12.380

4.202

19.096

21.301

The cash flow generated from the operating activities increased in absolute terms in 2012 by 5,896 thousands RON compared to 2011 and in relative terms, by 53%, from 11.201 thousands RON to 17.097 thousands RON. The positive cash flows from the operating activities were offset by cash outflows for investments in tangible assets and intangible assets, which reduced the cash by 47.517 thousands RON in 2012 and by 27.893 thousands RON in 2011. The net cash outflow used in the investing activities
29

amounted to 46.814 thousands RON in 2012, compared to 25 642 thousands RON in 2011. Unlike 2010 when the repayment of loans (worth 8,333 thousands RON) was the main reason the net cash flows from financing activities decrease by 15.177 thousands Ron of, in 2011 and 2012 the revenues from loans (worth 30.390 thousands RON and respectively 17.930 thousands RON) contributed to positive net cash flows from financing activities, respectively 14.823 thousands RON in 2012 and 12.235 thousands RON in 2011. The statement of cash and cash equivalents for the last three financial years ended is presented in the following table: thousands RON Cash and bank depositsin RON Cash and bank deposits in foreign currencies. Total cash and cash equivalents Source: Financial Statements IFRS-EU 2012 4.244 29 4.273 2011 6.603 12.572 19.175 2010 20.963 443 21.406

In 2012 the reduction of total cash and cash equivalents was caused primarily by the decrease of the cash and bank deposits in foreign currencies from 12.572 thousands RON in 2011 to only 29 thousands RON in 2012. For 2011, the decrease of the cash and cash equivalents of the Issuer was caused by the reduction of the cash and bank deposits in RON. Interim Cash Flow Statement thousands RON Cash flow from operating activities Net profit for the year Adjustments for: Depreciation and amortisation Provision for uncollected trade receivables Trade receivables written off (Profit) / loss from the disposal of fixed assets Net interest expenses Corporate tax Operating cash flows before changes in working capital Changes in working capital (Increase) in trade and other receivables (Increase) in inventories (Decrease) / increase in trade payables and other liabilities Cash generated from operations Cash flows generated from operations Cash flows generated from operations Interests paid Income tax paid
30

30.06.2013

30.06.2012

7.181

4.342

6.780 (1.396) 758 429 1.826 1.413 16.991

5.516 (758) 467 (37) 1.661 833 12.024

(25.210) (10.701) 28.597 9.677 9.677 (1.826) (562)

(24.230) (554) 7.525 (5.235) (5.235) (1.661) -

Net cash from operating activities Cash flows from investing activities Acquisitions of tangible assets and intangible assets Gains from sales of tangible assets and intangible assets Net cash used in investing activities Cash flow from financing activities Increase in loans Reimbursement of loans Principal payments of the financial leasing Paid dividends Restricted cash Shareholder loans Net cash from financing activities

7.289

(6.896)

(31.092) 174 (30.919)

(13.895) 234 (13.661)

35.492 (5.829) (3.315) (1) 3.604 29.952

13.359 (4.971) (1.720) (195) 1 6.474

Net increase of cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at the end of the year Source: Financial Statements IFRS-EU

6.323 4.202 10.525

(14.083) 19.096 5.013

For the cash flow statement, cash and cash equivalents and overdrafts are as follows: thousands RON Cash and cash equivalents Restricted cash Total 3.2.1.4 Changes in Shareholders equity
Retaine d earnings Minorit y interests

2012 4.273 (71) 4.202

2011 19.175 (79) 19.096

2010 21.406 (105) 21.301

Thousands Ron Balance at December 31, 2009

Share capital

Legal reserve

Revaluatio n reserve

Total

Total capital

3.615

660

14.644

29.305

48.224

48.224

Profit for the year Increase in legal reserve Other elements of the comprehensive income Profit / (loss) from the revaluation of the land and buildings

12.096 -

12.096 -

12.096 -

(2.200)

(2.200)

(2.200)

31

Impact of tax laws on deferred tax Total other elements of the comprehensive income Transactions with the shareholders Payment of dividends

362

362

362

3.615 -

660 -

12.806 -

41.401 (1.190)

58.482 (1.190)

58.482 (1.190)

Revaluation excess obtained Balance at December 31, 2010

(228)

228

3.615

660

12.578

40.438

57.291

57.291

Profit for the year Increase in legal reserve Other elements of the comprehensive income Revaluation excess obtained Profit / (loss) by the revaluation of the land and buildings Impact of tax laws on deferred tax Total other elements of the comprehensive income Transactions with the shareholders Payment of dividends Balance at December 31, 2011

6.089 -

6.089 -

6.089 -

(228)

228

3.615

660

12.350

46.755

63.380

63.380

(2.381)

(2.381)

(2.381)

3.615

660

12.350

44.374

60.999

60.999

Profit for the year Increase in legal reserve Other elements of the comprehensive income Revaluation excess obtained Profit / (loss) by the revaluation of the land and buildings Effect of deferred tax Total other elements of the comprehensive income Transactions with the shareholders Payment of dividends

16.158 -

16.158 -

16.158 -

(228)

228

2.295 (367)

2.295 (367)

2.295 (367)

3.615

660

14.050

60.760

79.085

79.085

(195)

(195)

(195)

32

Balance at December 31, 2012

3.615

660

14.050

60.565

78.890

78.890

Profit for the year Increase in legal reserve Other elements of the comprehensive income Revaluation excess obtained Profit / (loss) by the revaluation of the land and buildings Effect of deferred tax Total other elements of the comprehensive income Transactions with the shareholders Payment of dividends

7.181 -

7.181 -

7.181 -

(114) 114

3.615

660

262 (24) 14.174

67.860

262 (24) 86.309

262 86.309

Balance at June 30, 2013

3.615

660

14.174

67.860

86.309

86.309

Source: Financial Statements IFRS-EU Accounting policies Issuer's accounting policies can be found in the notes to the consolidated financial statements. This information should be accompanied by a narrative description of the significant changes in the Issuer's financial condition and its operating revenues during or after the period covered by the essential historical financial information. Significant changes in the Issuer's financial situation Apart from the information described in this document, there were no significant changes in the financial or trading position of the Issuer since the end of last financial year for which audited financial statements or interim financial statements have been published. B.8 Selected essential pro forma financial information, identified as such. Not applicable. The selected essential pro forma financial information should clearly indicate that, because of their nature, the pro forma financial information refers to a hypothetical situation and, therefore, does not represent the actual financial position or the real results of the Company. Not applicable. B.9 If forecasts or estimates of the profit are developed, the figure is mentioned. Not applicable B.10 A description of the nature of all qualificationsof the audit report concerning the historical
33

financial information. The historical annual financial information has been audited. There were no cases of refusal of preparation of an audit report on the financial information from the auditors. The auditor's opinion included in the audit report for the revised interim financial statements IFRS for the first 6 months of 2013 include the following reserve: As mentioned in note 9 to the individual aggregated interim financial statements, as of June 30th, 2013, the Company has short and long term loans worth 135.288 thousands RON granted by two banking institutions, of which 69.455 thousands RON presented as long term in the individual interim statement of the financial position as of June 30th,2013. As of December 31st, 2012 and, respectively June 30th, 2013, the Company did not comply with one of the financial ratios stipulated by the loan agreement and certain provisions regarding the notification of banking institutions on some undertaken financial obligations. According to IAS 1 Presentation of financial statements, in the absence of a notification sent by the banking institution regarding the waiver to penalties, the long term debt will be shown as short term debt. Thus, the long term loans are overestimated by 69.455 thousands RON (December 31st, 2012: 65.811 thousands RON) while the short term loans are underestimated by the same amount in the individual interim statement of the financial position as of June 30th, 2013. Subsequent to June 30th, 2013, the Company obtained notifications according to which the banking institutions acknowledged the failure to meet these contractual provisions on June 30 th, 2013 and confirmed that they would not apply the penalties stipulated in the loan contracts for the failure to comply with the respective contractual clauses. The auditors opinion expressed in the audit report for the IFRS revised interim financial statements for the financial year 2012 includes the following qualification: "As shown in note 12 to the enclosed financial statements,as of December 31st, 2012, the Company has loans worth 110.004 thousands RON granted by the Bank, of which 65.810 thousands RON are shown as long term debts. On December 31st, 2012, the Company did not comply with one of the lending conditions requested by the Bank as financial ratios. After the balance sheet date, the Company received a letter from the Bank notifying that the verification of the noncompliance with the general lending conditions will be performed on the date of renewing the maturity of the short term loan, that is on December 6th, 2013. According to the received letter, the Bank will perform the Companys financial analysis not only based on the RAS financial statements as of December 31st, 2012, but also considering the last trial balance available on the analysis date and the interim financial statements as of June 30th, 2012. However, IAS Presentation of financial statements specifies that the long term debts have to be classified as short term debts if such a waiver is not received from the Bank before the balance sheet date. Consequently, the long term loans are overestimated by 65.810 thousands RON while the short term loans are underestimated by the same amount in the individual interim statement of the financial position on December 31st, 2012." Regarding the opinions with qualifications expressed above by the letters no. 141334/14.08.2013 and 141333/14.08.2013, UTB, the banking institution referred to above, stated: "We hereby inform you that Bank acknowledges the failure to comply with the contractual conditions mentioned above [...] and confirms that there will not be applied the penalties specified in the loan agreement in terms of contractual violations occurred until the date of this document." The indicator referred to above is the Current Liquidity, calculated as the ratio between the
34

current assets and the short term liabilities. Under the loan agreement, the amount that should be achieved as of December 31, 2012 was of 100%; the effective registered value was of 91.16%. The reason for the failure was the use of cash and equity funds for Adeplasts investments. The other 11 required clauses were satisfied. The audit opinions from the auditors reports relating to the IFRS financial statements for the financial years 2010 and 2011 do not include any qualifications expressed by the auditor. B.11 If the issuers working capital is not sufficient for the Issuers current needs, an explanation should be included. In the opinion of the Issuer, its net working capital is sufficient for its current obligations. Section C Securities A description of the nature and class of the shares that are being offered and / or admitted to C.1 trading, including any identification number of the Shares.. Shares The Offered Shares belong to the same class of shares, are ordinary, nominative, indivisible, issued in dematerialized form and have a nominal value of 0.1 RON each.. Subsequent to the admission of the Shares to trading, shareholders register shall be keept by the Central Depository. Legislation under which the shares were issued The shares were issued in accordance with Romanian law in force, particularly with the Companies Law.

Form under which the shares were issued Issuer's shares are nominative shares issued in a dematerialized form. C.2 Currency of the Shares. The issuance was made in the National currency. C.3 Number of shares issued and fully paid and the number of shares issued but not fully paid . In accordance with the Constitutive Act, Issuer's share capital is of RON 3,300,000, divided into 33,000,000 shares with a nominal value of RON 0,1 each. The share capital value was fully paid. Of the total share capital, RON 31,122 represents a contribution in kind, i.e. an Iveco truck and a trailer type Orten 190 E 42. The value of capital paid by contribution in kind does not currently exceed 1% of the share capital. Although according to the addendum authenticated under the number 2191/15.05.1998, the value of the truck and of the trailer was paid in DM and supported equally by the five associates of the Company, at the time of the registration with the Trade Register of the share capital increase via contribution in kind (entry 3597/25.05.1998), the contribution in kind was erroneously recorded as having the value in lei for 4 of the partners, and for one of the partners (Marcel Barbut) as having a dollar value. The company will try to remedy this material error. There are no Shares that do not represent the share capital.
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There are no Shares held by or on behalf of the Issuer. Convertible securities The Issuer has not issued securities convertible, exchangeable or accompanied by warrants. The nominal value per share, or mention that the Shares have no nominal value. Each Share has a nominal value of RON 0.1. C.4 A description of rights related to the shares. Description of rights related to the shares

According to the Constitutive Act and the applicable legal provisions, the shareholders of the Issuer have certain related rights related to the Shares. The main rights are described in Section 4.1.4 below.
C.5 A description of any restrictions regarding the free transferability of the Shares. Restrictions regarding the free transferability of the Shares The Issuer's Constitutive Act contains no restrictions on the free transferability of the Shares. Subsequent to the admission of the Shares to trading on the regulated market of the BSE, the Shares will be transferable in accordance with capital market legislation. C.6 An indication as to whether the securities offered are or will be the object of an application for admission to trading on a regulated market and the identity of all the regulated markets where the securities are or are to be traded. Shares trading Subsequent to the admission to trading, the Shares will be traded according to the capital market legislation and BVB Code. There were no public offerings of third parties on the issuer's share capital and the Shares are not traded on any regulated market or equivalent market. A description of dividend distribution policy. Dividend distribution policy The distribution of the accounting profit of the Issuer, remaining after the deduction of the income tax, shall be made in accordance with the Companies Law, with Constitutive Act provisions and with the OGMS decision. According to art. 39 of the Constitutive Act of the Issuer, the profit is determined based on the balance sheet approved by OGMS. The participation to profit terms are established by OGMS for each financial year. The distribution of profits will be made pro-rata with the contributions to the share capital. The payment of the dividends to shareholders is made by the Issuer in less than 6 months from the approval of the balance sheet by OGMS, if OGMS did not stated otherwise. The Issuer intends to pursue an attractive dividend policy for the shareholders. The Issuer may distribute the profit entirely as dividends, starting with 2014, only if it will comply with the
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C.7

provisions of the credit agreements concluded with UTB, including the financial ratios stipulated in the loan agreements signed by the Issuer with UTB. The dividends may be paid in cash up to a maximum of EUR 3 million / year if the Issuer's cash flow will support these payments. Any dividend payment exceeding 3 million EUR or exceeding the maximum limit supported by the cash flow may be paid by issuing shares to the existing shareholders. Adeplast has distributed and paid dividends in the years 2010-2012 from the net profit recorded in 2006, as follows: Year 2010 2011 2012 Dividend per share (RON) 0,0360 0,0720 0,0060 Total dividends (RON) 1.190.477 2.380.953 195.238

Section D Risks Key information on the main risks which are specific to the Issuer or its industry. D.1 The specific risks of the Issuer or of its sector of activity are the following: - failure or delay in executing the investment projects could have negative effects on the Issuer's activity. Other technical risks; - financial risks; - counterparty risk; - commercial risks; - risks related to the extending of the financial crisis; - risk realted to the policy to enhance the energy efficiency of dwellings in Romania; - climate risks These risks are described in detail in the Section Risks of this Prospectus. D.3 Key information on the key risks that are specific to the Shares Shares Risks These risks are the following: - country risk; capital markets and liquidity; shareholders' rights under Romanian legislation may differ from the shareholders rights under the laws of other jurisdictions; the market price of the Company Shares may be volatile; the exchange rate fluctuation may affect the value of shares and dividends to investors outside Romania; the sales of large volumes of shares could generate significant selling pressure, which
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could have a negative effect on the market price of the company's shares; the shareholders are exposed to the risk of uncertainty regarding the distribution of dividends; the shareholders participations to the Company's share capital may be reduced if they do not exercise their pre-emptive rights, if the Company issues shares in the future; the suspension of trading of the Shares; the shares traded on BVB are less liquid and more volatile than other stocks traded on major stock exchanges.

Legal risks These risks are the following: compliance with the contractual terms of the financing agreements; shareholding structure; the regime concerning the management of the company, the situation of legal documents and other corporate matters; the impact of competition law; the assignment of Flamav Trans SRL subsidiary.

Risk factors related to the Allocation Rights These risks are the following: - the annulment of the capital increase / offer; - the risk of non-admission to trading of the Allocation Rights; - the risk of variations in the market price of the Allocation Rights to future market price of the Shares. These risks are described in detail in Section Risks of this Prospectus. Section E The Offer Total net value of the funds obtained from the issue / offer and the estimated total cost of the E.1 issue / offer, including estimated expenses collected from the investor by the Issuer or Offeror. Shares are offered in accordance with the Decision of the General Shareholders Meeting of Adeplast no. 1 from 14/08/2013. Expenses related to the Offer. In case of the successful closing of the Offering, the Intermediaries will collect from the Issuer fees between 6.02% and 6.34% of the value of the Offer, depending on the offer price determined after the successful closing of the Offering. The Company does not charge any fee to the investors. E.2a The reasons for the offer, the use and the net estimated value of the funds obtained. The purpose of Adeplast Offering and the use of obtained funds The offer presented in this document is an initial primary offer by which a total of 16.5 million of newly issued shares are put for sale, representing 33.33% of the increased share capital following
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the public offer of the Company and related allocation rights, in case all the shares available to be sold are sold and allotted in the Offer. The funds obtained from The Offer after its successful completion, less the costs related to the Offer incurred by the Issuer, shall pertain to the Issuer. The purpose of the offering is mainly to obtain the necessary funds to be invested in a new production plant of basal mineral wool in Corlatesti, Berceni, Prahova County. The basalt mineral wool that is to be produced in thes factory will have a density between 30200 kg/m3, covering the entire range of basalt mineral wool in demand, much of it being imported now and not produced locally. Basalt mineral wool based products that Adeplast intends to produce are complementary to the other products in the portfolio Adeplast, especially for the thermal rehabilitation where Adeplast will be able to offer to the customers a complete package of insulation materials and refurbishments. By placing basalt mineral wool in its product portfolio Adeplast wants to exploit a business opportunity generated by the scarcity of demand for this product in Romania, Bulgaria, Hungary, Moldova, Ukraine, countries where imports constitute between 25%-100% of consumer the year 2011. The prospects for the basalt mineral wool market are favorable and possible due to the growth of the restoration of the old houses, the great potential for rehabilitation of old blocks of apartments and the high potential for non-residential buildings construction. The building energy efficiency and increase of the cost of electricity / gas are some of the main factors that will positively influence the consumption of basalt mineral wool in the countries considered by Adeplast. Company's intention to invest in a production facility for basalt mineral wool is an important step made by Adeplast on materials market of insulation and finishes. The basalt mineral wool factory plan that will be build on existing the platform in Ploiesti:

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The project will be developed on about 5 ha. It will be the largest installed production capacity for basalt mineral wool in Romania and will cover significantly the current basalt mineral wool imports from Romania, having also important targets for the export. The total estimated value of the costs for the implementation of the project is of EUR 19.47 million. The project for the launching of the basalt mineral wool factory is described in detail in Section 6.1. E.3 A description of the terms and conditions of the Offer.

Offer Features 1.1. Offer Features Type of Offer Primary initial public offer of sale of Issuer's Shares with fixed number of offered Shares ISIN Code of Offered Shares is: ROADEPACNOR2 RON

ISIN Code Currency of the Offering Lead Managers or Syndicate Managers Eligible Participants

Banca Comerciala Romana SA and SSIF Intercapital Invest SA Any other intermediaries who are Participants to the BSE trading system and who have signed an irrevocable and unconditional undertaking to abide by the "Terms and Conditions of the Offer" with one of the Syndicate Managers. Syndicate Managers

Offering Intermediaries Intermediation method Registration of Subscriptions in the Offer Offer guarantee clauses

Best efforts

The Offer is carried out through the electronic system of the BSE according to the provisions in the present document.

The Offer is not guaranteed. There is no commitment on the part of the Syndicate Members or any other entity to subscribe any portion of the Offer, in case it remains unsubscribed. The Offer consists of the sale of a number of 16,500,000 New Shares Issued by Adeplast, representing 33.33% of the increased share capital of the Company subsequent to the successful conclusion of the Public Offer described in the present document, in case all shares put to sale are sold and
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Shares Offered

allocated in the Offer. Subscription Price Investors subscribing in the Large Investors Tranche may validly subscribe, during the t Offer period, at any price ranging between 3.52 and 4.06 RON/Share (including the end caps of this range). The price tick for subscriptions made within the Large Investors Tranche is 0.01 RON. Investors subscribing in the Small Investors Tranche may validly subscribe, during the Offer period, at the fixed price of 4.06 RON/Share (meaning the highest price of the subscription range for subscribing in the Large Investors Tranche). For additional information on the Subscription Price see Section Subscription Price and Offer Price" in the present Section. Offer Price The Offer price at which all subscribed Shares will be allocated in the Offer shall be determined in two Working Days after the closing date of the Offering (the Allocation Date) for each Tranche separately, taking into account all available subscriptions recorded in each tranche, as follows: Large Investors Tranche - if the total number of Shares subscribed in this tranche will be: less than 120% of the Shares allocated to the Large Investors Tranche, the Offer Price per Share for the Large Investors Tranche will be equal to the lowest Subscription price registered in the Large Investors Tranche; more than or equal to 120% of the Shares allocated to Large Investors Tranche, the Offer Price per Share for the Large Investors Tranche will be equal to the price at which the Large Investors Tranche is subscribed by 120% or, if such a price is not available, the Offer Price per Share for the Large Investors Tranche will be equal to the price at which the Large Investors Tranche is subscribed at the subscription level immediately below 120%, where applicable.

Small Investors Tranche - The Offer Price per Share for the Small Investors Tranche is equal to: 97% of the Offer Price per Share set for the Large Investors Tranche according to the above, for
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Investors subscribing in the Small Investors Tranche in the first 4 Business Days of the Offer Period; 98% of the Offer Price per Share set for the Large Investors Tranche, for Investors subscribing in the Small Investors Tranche between the 5th Business Day and the last day of the Offer Period. Investors may perform multiple subscriptions, each performed by filling in a Subscription Form. Multiple subscriptions may be performed only through the same Intermediary or Participant. For investors performing multiple subscriptions or modifying their subscriptions, the Offer Price per share will be set taking into account all valid subscriptions. Offer Value Between RON 58,080,000 and RON 66,990,000 , if all Offered Shares are sold. the Offer cannot be increased The Offer shall start on 02/10/2013 and shall close on 15/10/2013 inclusively, meaning a total duration of 10 Business Days; The minimum subscription in the Offer is one Share. If the value of a subscription is not a whole number of Shares, the subscription is rounded down to the nearest whole number of Shares. Subscriptions are not allowed for fractional Shares. The maximum value of a subscription is the integral value of the Offer presented this Prospectus Subscription Tranches The Offer is divided into two Tranches (the "Tranches"), as follows:

Offer period

Minimum and maximum subscriptions

(i)

Large Investors Tranche - in which subscriptions will be accepted so that the value of each subscription is greater than or equal to 500,000 lei. Shares offered under this tranche represent 85% of the total number of Offered Shares Small Investors Tranche - in which subscriptions will be accepted so that the value of each subscription is less than 500,000 lei. The Shares offered under this tranche represent 15% of the total number of Offered Shares

(ii)

Shares offered under each tranche are part of the same class, are subject to the same legal regulations and confer the same rights and obligations of their respective owners. If a tranche is
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insufficiently subscribed and the other tranche oversubscribed, the Shares left unsubscribed from the respective Tranche will be allocated to the other Tranche. There are no Tranches reserved to certain markets. Allocations of order in one of the two tranches of the Offering in case an investor performs multiple subscriptions or modifies earlier subscriptions will take into account the cumulative value of subscriptions. Revocability and amendment of subscription orders Subscriptions in the Offering are revocable. Subscriptions may be cancelled only at the same location or in the same manner in which the subscription was made. In this case, investors will fill out a subscription Revocation Form (the "Revocation Form"). In case of revocation of a subscription, amounts corresponding to the subscribed Shares shall be returned to investors by transfer to the bank account of the investor mentioned in the Subscription Form. Payment corresponding to revocations shall be performed within five Business Days after the Offer settlement date. A subscription can only be cancelled in whole and not in part, and can only be done during the Offering period. Investors can change a subscription by filling in a Revocation Form for the subscription to be modified, followed by the filling in of a new Subscription Form.

Multiple subscriptions

Investors can perform multiple subscriptions by filling in successive Subscription Forms The offer will be considered successfully completed if, on its closing date, 70% of the Offered Shares have been validly subscribed. In case the Offer is completed unsuccessfully, the investors will be refunded the amounts paid for the subscribed Offered Shares within five Business Days after the closing date of the Offer by bank transfer in the current account indicated by the investor in the Subscription Form

Successful Closing of the Offer

Preferential purchase rights Allocation Method Shareholders Register

Not applicable

The allocation method is described in the present document The register of the Companys shareholders will be kept, starting with the date of admission to trading, by the Central Depository (Depozitarul Central S.A.) which will keep the evidence of Shares according to the provisions in the register
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contract Allocation Date The second Business Day following the end of the Offer Period, which is the day in which allocation of the Shares subscribed in the Offer takes place The fourth Business Day following the end of the Offer Period, which is the Business Day on which the Offer transactions in the are executed in the BSE trading system The date on which the settlement of the transactions with the Offered Shares shall take place via the settlement system of the Central Depository, i.e. three Business Days after the Transaction Date. Settlement will be performed through the clearing and settlement system of the Central Depository, on the Settlement Date The terms of the price stabilization program are presented in this document The Issuer shall also issue the allocation Rights according to the provisions of the present document. Primary initial public offer of sale of Issuer's Shares with fixed number of offered Shares

Transaction Date

Settlement Date

Settlement of subscriptions in the Offering Stabilization

Allocation Rights

Type of Offer

E.4

A description of all interests that might influence the issuance /the Offer, including any conflictof interests. Intermediaries declare that they have no interest, including conflict of interest, that might influence significantly the Offer, except for those related to the performing of the contracts concluded with the Issuer for the Public Sale Offer described in the present document and those presented in the Section 1.9 (Important Contract) subchapter A.14 (Agreement regarding the issuance of a comfort letter), in which the successful conclusion of the Public offer of the Issuer might improve the liquidity and the solvability of the Issuer in order to be granted a further possible financing. However, Intermediaries, or their affiliated companies, shall act as usual in the ordinary course of their activities, and from time to time, separately or together, may supply various financial advisory services, investment banking services or trading services to the Issuer or to other companies or to other clients that may have interests contradictory to the ones of the Issuer, to the affiliated companies or their assets or regarding the listing of the Issuers shares on any stock exchange. The Legal Advisor declares that it has no interest, including any conflict of interest that might influence significantly the Offer, except for those related to the performing of the legal assistance contract concluded with the Intermediaries. The Issuer declares it has no conflict of interest or of any other nature that might influence the Offer. The Issuer declares that it does not know if the significant shareholders or the members of the management, of the board or other supervisory comittes of the Issuer or any other person intend to
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subscribe over 5% of the Shares in the Offer. E.5 Name of the person or name of the entity that offers to sell the Shares. The Offerer is Adeplast S.A, having the registered headquarter in Corlatesti village, Berceni commune no. 214, judetul Prahova, Romania. Sole Registration Code 5119976, registration number with the Trade Register Office J29/1794/2012. Restriction contracts: identification of the parties involved; duration of the restriction period. The majority Shareholder, Marcel Barbut, declares that he does not intend to start any process of selling Shares during the next 6 months after the start of trading of the Issuers Shares on the regulated market of BVB. In this regard, he has signed an irevocable agreement not to change the ownership of its Shares held in Adeplast or of any other rights attached to the Shares and not to act in any way that might determine the increase of the share capital of Adeplast E.6 The sum and the percentage of the dilution determined directly by the Offer. Dilution. After the successf closing of the Offer, the percentage owned by the existing shareholders in the Company before the Offer shall decrease with 33,33%; for example, a shareholder with 1% shareholding before the Offer shall have 0,67% after the successful closing of the Offer in case he/she does not subscribe Shares in the Offer, and all the Shares available to be sold in the Offer are subscribed. In a subscription offer addressed to the existing shareholders, the amount and the percentage of the immediate dilution that might take place in case of non-subscription to the new Offer. Preference rights. According to AGEA from the 14.08.2013, the existing shareholders of the Issuer gave up the preference right regarding the Shares offered in the Offer. Estimation of the investors costs charged by the Issuer or by the offe or. The Issuer does not charge any fee to the investors.

E.7

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1. RISK FACTORS

The Investment in the Offered Shares under this Offer involves a certain degree of risk. For an accurate assessment of the investment in the Offered Shares, prospective investors should carefully consider the risks set out below, and other information regarding the Issuer contained in this prospectus before making any investment decision. Each of the risks highlighted below could have a negative impact on the Issuer's activity, on his financial position and operational results, on the liquidity and / or perspectives, and on any investment in the shares of the Issuer. If any of the following risks presented materialize, this could negatively affect the market price of the issuer shares and, as a result, investors may lose the entire investment or part of it. Potential investors should consider that the risks described below are the most significant risks of which the Issuer is aware at present. However, the risks described in this section do not necessarily include all the associated risks for an investment in the Offered Shares and the Issuer can not guarantee that it covers all relevant risks. There may be other risk factors and uncertainties of which the Issuer is not currently aware or which are not considered to be significant and can change the actual results, financial condition, performance and achievements of the Issuer and may lead to a decrease in the Company's share price. Also, investors should make the necessary efforts in order to draw its evaluation of the investment opportunity. In this section, the order of presentation of the risk factors is random and not in an assumed order of priority. Therefore, if an investment decision in the Offered Shares of prospective investors is appropriate, it should be made after a careful assessment of both the risks involved and the other information concerning the Issuer contained in this Prospectus GENERAL AND MACROECONOMIC RISKS Issuer's activities are sensitive to economic cycles and general economic conditions. The international financial crisis and the unstable economic environment may have negative effects on business, results of the operations and financial position of the Issuer. These causes may affect the Issuer's ability to finance his operations or to maintain the long-term investment program. Currently, international financial markets experience the effects of the global financial crisis triggered in 2008. These effects were felt on the Romanian financial market in the form of low liquidity of capital markets and by an increase in interest rates in the medium term funding caused by the global liquidity crisis. Significant losses suffered by the international financial market, with major implications for the Romanian market could affect the Issuer's ability to obtain new borrowings in conditions similar to those applied to earlier transactions. Any economic slowdown may lead to lower investment and industrial output and, consequently, could affect the demand for products offered by the Issuer. Recent crises in the banking system and financial markets have resulted in economic recession, which may reduce demand and market prices of construction materials. In addition, the construction market and construction materials market has declined along with the appearance of the financial and economic crisis effects.

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In addition to sector-specific factors, the demand for construction materials and their prices depend on a variety of factors over which the Issuer has no control, namely:

economic and political developments globally and regionally; consumer demand in the industry; climatic conditions; existing and future laws and regulations; the impact of economic and political events.

Activity framework. Although Romania is a member of the European Union since January 1, 2007, Romania's economy still shows the characteristics of an emerging market, namely a relatively undeveloped financial markets and sometimes significant fluctuations of the exchange rate. Romania goes through political, social or economic changes fast and unexpected. Potential investors should consider that such a market shows a higher level of risk compared to the developed countries markets. Changes in the legislative framework in Romania may affect the Issuer's assets and business. The Issuer is governed by the laws of Romania. Although legislation in Romania was largely harmonized with EU legislation, future changes may occur, new laws and regulations may be enacted, affecting the Issuer. Legislation in Romania is often unclear, can give rise to interpretation and, therefore, to different implementations and frequent changes . Issuer cannot predict the extension or the impact of any revision or future changes in existing laws and regulations or the significance of laws and regulations that may be introduced in the future and that may be applicable to the Issuer. If existing laws and regulations that apply to the Issuer are reviewed for better strictness or if new laws and regulations applicable are introduced to increase the level of regulation and to introduce new statutory or regulatory requirements that the issuer must comply , this could influence the operation and the fixed costs of the Issuer, may generate the need for additional investment or limit activities which may have negative effects on business, results of the operations and financial condition of the Issuer. Changing the applicable tax regulations. The legislative and the fiscal frame in Romania and its implementation into practice changes frequently. Due to the current economic climate, the Government aims to implement austerity measures to correct the budgetary imbalance. In this regard, the government has implemented tax increases, set new taxes and reduced or suspended some fiscal incentives to investors. All these could affect the Issuer's investments and results. BUSINESS RISKS ASSOCIATED TO ISSUERS BUSINESS AND HIS OPERATING INDUSTRY Failure or delay of investment projects could adversely impact the Issuer. Other technical risks. Technical or operational problems may cause delays or other difficulties into future investment projects that the Issuer is considering including regarding the rock wool factory which will be funded inclusive with funds from the Offer described into this Prospectus, which can affect the financial results and prospects of the Issuer. Financial risks. Fluctuation of interest rates on loans and RON exchange rate against the currencies into which the Issuer has obligations to pay (credit, invoices from suppliers, etc.) can affect financial results in higher costs than anticipated with bank and / or exchange rate differences. Due to changing financial market context of Romania or other circumstances that can not be anticipated, the Issuer may have in the future a more difficult access to bank loans and other sources of funds of the activity, which may affect future investments and / or current activities of the Issuer or its obligations to pay.

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Counterparty risks. Economic and financial difficulties at the customers level of the Issuer or other circumstances related to it can cause partial fulfillment, with delay, or failing to honor by some of the Issuer's customers the payment of their obligations towards the Issuer, with negative consequences on the cash flows and profit and loss account of Adeplast. Commercial risks. Due to competition climate change or market conditions of construction materials, the Issuer may lose into the future one or more major customers that can choose to use products of Issuer s competitors on one, several or all segments on which he launches command to the Issuer. Issuer may be affected by changes in raw materials prices or service pricing of some providers due to future circumstances that cannot be anticipated and are not under the control of the Issuer. On the market may appear new technologies, innovations or new products that may not be offered by the Issuer, or could be offered by the Issuer with delay, which may result in one or more of its major customers to shift to competing companies of the Issuer or to the imports. Competitive climate may change in the situation where a new competitor enteres the market or an existing one takes one or more major customers of the Issuer as a result of price policies, marketing or products. All these elements and others similar may affect future revenues and financial results of the Issuer. Risks related to the financial crisis extension. The financial crisis extension may lead to structural changes in the construction market and / or construction materials market, resulting in reduced demand for products of the kind offered by the Issuer for periods that cannot be anticipated. Risk related to the policy of increasing the homes energy efficiency in Romania. Implementation in Romania of EU requirements on increasing energy efficiency of homes could be delayed, postponed or might partly accomplish, to levels below those anticipated, which could result in the reduced demand on products of the kind provided by the Issuer. Climate risks. Extreme seasonal variations may affect construction field activities undertaken, which may lead to unanticipated fluctuations in demand and prices of construction materials, with negative consequences for the Issuer. SHARES ASSOCIATED RISKS Country risk. Romania is an emerging market. The analysis of the investment opportunity in the Issuer's shares should consider the factors of instability generated by the possible failure of public administration in Romania to manage and use resources efficiently, due to the existence of old bureaucratic structures and legislative inconsistencies. Capital markets and liquidity. BSE presents similar characteristics with other small stock exchange from emerging countries regarding the low liquidity, volatility and market value of listed securities, the market price of the Shares can be influenced by such factors. Shareholders' rights under Romanian legislation may be different from the rights of shareholders under the laws of other jurisdictions. The company is an entity organized under the laws of Romania. Although legislation in Romania is harmonized with EU legislation, the rights of the Company's shares may be different from the rights conferred by the shares held in other companies organized under the laws of states other than Romania. The market price of the Company Shares may be volatile. Stock markets have experienced significant fluctuations in recent years, which was not always linked to performance of the companies whose shares are traded. Such fluctuations may significantly affect the Company's share price.

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The market price of the shares is unstable and can suffer sudden and significant decline. Decreases of the prices can be caused by a variety of factors, including the difference between the results announced by the Company and the forecasts made by analysts, important contracts, mergers, acquisitions and strategic partnerships involving the Issuer or its competitors, fluctuations of the financial situation and of the Issuer operational results, factors related to the construction industry and general economic conditions, and the general instability of the share price in markets where shares are traded or on international markets in general. As a result, investors may experience a significant decrease in the market price of the Shares. Exchange rate fluctuations may affect the value of shares and dividends for investors from abroad. Issuer's shares will be traded in RON. Consequently, investors from abroad are subject to negative fluctuations of their local currency towards RON, which could reduce the value of the shares, and dividends paid in RON in connection with the Company's shares. Sales of large volumes of shares could generate significant selling pressure, which could have a negative effect on the market price of the Shares of the Company. Sales of large volumes of shares on the market could generate selling pressure, which could have a negative effect on the market price of the Shares. This could cause further potential attempt for the issuer to raise capital to be more difficult or to force the Issuer to raise additional capital in less favorable conditions. Shareholders are exposed to the risk of uncertainty regarding the distribution of dividends. There is no guarantee that the Company's AGOA to approve the future distribution of dividends or other income to shareholders. Distribution of dividends and their method of payment is subject to fulfillment of certain conditions specified in the credit agreement concluded by the Company. Participations of the shareholders in the share capital of the Company may be reduced if they do not exercise their preference rights, in case the Company issues shares in the future. Increase of share capital of the Company may cause dilution of the participations of the existing shareholders at that time, if they do not exercise the right of preference or if the right of preference is canceled, keeping the legal provisions applicable. Suspension from trading the Shares. ASF is authorized to suspend from trading or require the regulated market where securities are traded, to suspend from trading such securities if continuing trading would be detrimental to investor interest. ASF is authorized to require BVB to suspend trading the securities of an issuer, based on the measures taken against market manipulation and transactions carried out based on inside information. BVB must suspend trading in securities that do not meet the requirements of the regulated market, unless such action would materially negatively affect the interests of investors or the good functioning of the market. If the regulated market operator, namely BVB does not do this, ASF may require suspension of trading in securities, if this is in the interest of the proper functioning of the market and does not prejudice the interests of investors. Also, the operator of a regulated market has the right to suspend from trading shares in other circumstances, in accordance with its regulations. Any suspension could affect the Company's share trading terms. Shares traded on the BVB are less liquid and more volatile than other stocks traded on major stock exchanges. The market trading of the Shares of the Issuer will be the main BVB regulated market, after the admission to trading of the Adeplast Shares. Shares traded on the BVB regulated market are less liquid than stocks traded on major markets elsewhere in Europe or the United States. As a result, shareholders may encounter problems when buying or selling shares, especially in large blocks. Shares and other securities of companies traded on BVB in the past experienced substantial fluctuations in the market price. This has affected and will affect future market price and liquidity of shares of companies listed on BVB including the market price and liquidity of the Company Shares.
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LEGAL RISKS Compliance with contractual terms of financing contracts. The Issuer is a party in financing contracts that provide compliance with financial ratios and certain obligations whose violation can attract acceleration of refund loans. The Issuer has notified credit institutions regarding any accidental infringement cases occurred in the past, obtaining their consent regarding not enforcing the accelerated refund loans as a result of these violations and has taken appropriate measures to remedy the situation and avoid similar future. Shareholders structure When changing the legal form of the Company from SRL to SA have been wrongly allocated a total of 99 shares representing 0.0003% of the share capital. Since the Offered Shares in the Offer to which this Prospectus is prepared is a newly issue of shares from a Share capital increase of the Issuer, the error described above do not affect the Offered Shares or presented offer in this document. The Company will take all steps to fix this error.

Rules regarding the Companys management, some legal documents status and other corporate matters Although the company respects in general the regime of commercial companies management provided in the Constitutive Act and applicable law, in the Company's 20-year history there have been situations in which, by error, certain provisions have not been fully met, which may attract penalties provided by law, including statements related to: some entries in the books of the Company registration of certain acts at Trade Registry and their publication, some formalities regarding the approval of general directors' remuneration, preparation of minutes, procedures related to the distribution of dividends representing a participation to capital of 0.000003%, formalities related to the signing of commercial contracts concluded by the Company, formalities of mandate for the conclusion of certain acts which the law provides authentic form, formalities for drafting the minutes of the general meeting or the adoption of GMS decisions.
The impact of competition law During its activity the Company concluded and concludes different types of partnerships or collaborations with third parties. Some of the provisions of the contracts that are underlying for these partnerships and fall under regulation of local and European law regarding competition, can attract the impact of competition law, any violations may attract penalties under the regulations in force (fines, clauses invalidity, etc). The Issuer shall take measures to eliminate any issues that could lead to legal risk. The assignment of Flamav subsidiary In May 2011, the Company transferred free of charge its stake of 24,990 shares in Flamav Trans Ltd, a subsidiary of the Issuer with a very small weight in its business, through the document under private signature. Prior to the transfer, Flamav actions were recorded in the financial statements of Adeplast SA prepared on 31.12.2010 at a value of 249,900 lei, representing 0.16% of the total assets of Adeplast at the date of these financial statements

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1.

Risk factors related to the allocation rights

Risk of share capital increase / Offering cancellation In case the share capital increase and / or the Offer are irrevocably cancelled until the date of conversion of Allocation Rights into the newly issued shares, the Allocation Rights holder is entitled exclusively to reimbursement by the Issuer of price of the shares subscribed within the Offering, respectively, the amount of money refunded to the Allocation Rights holders is equal to the product of the number of Allocation Rights owned and the sale price of a newly issued share. The risk of non-admission to trading of the Allocation Rights In case the application for admission to trading of the Allocation Rights is rejected by BSE, the allocation rights holders will be unable to sell such Allocation Rights. In case the allocation rights are not admitted to trading on the regulated market administered by BSE: (a) Every allocation right will incorporate the property rights of the allocation right holder on a newly issued share, which will be given later, respectively at the time of registration of the share capital increase by the Central Depository; (b) The allocation rights cannot be alienated by their owners.

Risk of variations in the market price of the Allocation Rights compared to the subsequent Shares market price There is a risk of variations in the market price of the allocation rights compared to subsequently market price of the Shares, risk which will be entirely bared by the Allocation Rights holders. In addition, the market price of the allocation rights may vary depending on the events reported by the Issuer in the execution of the incumbent reporting obligations.

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2.

RESPONSIBLE PERSONS

Each of the following: (i) The Offerer Adeplast S.A., a joint stock company based in Romania, No. 214, Corlatesti village, Berceni commune, Prahova County, Romania, registered with the Trade Register attached to the Prahova Court, under the no. J29/1794/2012, identified by the sole registration code 5119976, legally represented by Marcel Barbut as Managing Director and (ii) The Managers of the Intermediation Syndicate: Banca Comerciala Romana S.A., company administered in two-tier system, a credit institution headquartered in Bucharest, No. 5, Bd. Regina Elisabeta, District 3, postal code 030016, registered with the Trade Register under the number J40/90/1991, sole registration code 361757, authorized for capital market activities registered with the CNVM Register under no. PJR01INCR/400007/26.05.2006, based on the CNVM Certificate no. 369/26.05.2006 amended by the CNVM certificate no. 152/22.05.2007, as Manager of the Syndicate, represented by Matei Filipidescu, Head of Department of the Corporate Finance & Investment Banking Department and Adrian Rosoaga, Vice President of the Corporate Finance & Investment Banking Department.

and Intercapital Invest S.A., headquartered in Bucharest, No.33, Aviatorilor Blvd., floor 1, District 1, registered with the Trade Register under no. J40/6447/1995, sole registration code RO7631041, for capital market activities by the CNVM Decision no. 2063/04.07.2003, as Syndicate Manager, legally represented by Razvan Pasol as Managing Director General, are persons responsible for the Prospectus, and declare that, after taking all the reasonable measures in this regard, the information included in this Prospectus is, as to their knowledge, according to reality and do not contain omissions so that to affect significantly their content. The members of the Intermediation Syndicate have written the Prospectus according to the good faith according to the information given by Adeplast, that declared that, after taking all reasonable measures, the information sent or available to be included in the Prospectus are exact, complete, according to reality, are not misleading and do not contain omissions that might affect the content of the Prospectus. Adeplast didnt grant to the Intermediation Syndicate any guaranty, assurance, exoneration of responsibility or limitation against responsibility related to the Offer and the present Prospectus, except for the above mentioned statement. In writing the Prospectus, the information has been taken as resulted from the documents and the information available from the Issuer. The Members of the Syndicate and their legal consultant reproduced with accuracy the information that came from Adeplast or from third sources, as they were at
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the date they were consulted or at the reference date mentioned by that information, as the case may be. As far as the Issuer knows, there havent been carried on facts that might make the information presented in the Prospectus to be incorrect or misleading. Notwithstanding the above, it is possible that certain information coming from third sources or coming from Adeplast, included in the Prospectus, is not updated or does not reflect the present status.

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PART I: ISSUER DATA

1. 1.1 ISSUER DATA Background and progress of the Company

The issuer is a Romanian legal entity, incorporated as a limited liability company under the name of Multistar Prod SRL, currently operating as a joint stock company under the name of Adeplast S.A. The issuer currently shows the following identification data: Name Legal status Trade Registry Number Sole registration number Fiscal attribute Date of recording into Trade Registry Operating period Registered offices Adeplast S.A. Joint stock company J29/1794/2012 5119976, assigned on 25.01.1994 RO 27.12.1993 Unlimited Corlatesti Romania 214, Berceni commune, Prahova,

Registered offices phone number Registered offices fax number Internet address

0244 338 000 0244 338 004 www.adeplast.ro

The Issuer is incorporated and operates as per Romanian legislation, including Companies Law, as well as per provisions of Articles of Association.

1.2

Major events during Issuers activity

The Issuer was incorporated in December 1993, based on civil decree no. 3469/1993 issued by Oradea Law Court and delivered in public session dated 09.12.1993. The sole registration code was assigned on January 25th 1994. The company was incorporated as a limited liability company under the name of Multistar Prod SRL, by associates Erdosi Iosef Antonie (holding 75% of the share capital) and Burian Eva Eniko (holding 25% of the share capital).

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The initial share capital amounted to 100,000 ROL (the equivalent of 10 RON, the current national currency of Romania), being divided in 4 shares with a par value of ROL 25,000 each. In October 1996, following a share capital increase based on cooptation of new associates, Marcel Barbut joined the Issuers associates structure, purchasing over 99% of existing shares at that time. Over the following 11 years, Issuers associates structure underwent various changes, as several shares assignment transactions were performed. Thus, Marcel Barbut became sole associate of the Issuer in 2007. Issuers share capital was also successively increased up to an amount of RON 3,300,000. In October 2007, the Issuer changed its legal status into joint stock company, the shareholders being Marcel Barbut and Cristina Paveliuc. Concomitantly with the change of Issuers legal status, its name was also changed into Adeplast S.A. The Company showed a continuous increase, from a turnover of RON 12.2 thousand in 1996 to RON 184.4 million in 2012:

Opening of new production facilities Adeplast opened six new factories over the last three years, respectively: Companys first production facility for expanded polystyrene, located on Ploiesti - Corlatesti industrial platform and opened in 2011; Production line for graphite-enhanced polystyrene, acquired in leasing from Zentyss in 2012, based on financial lease agreement no. 30031219 executed with UniCredit Leasing and included in the overview shown in Section 1.9 (Major agreements), item D.1 (Lease agreements executed with UniCredit Leasing); Factory for adhesives and dry mortars on Roman industrial platform, an investment opened in March 2013; Factory for expanded and graphite-enhanced polystyrene on Oradea industrial platform, an investment opened in April 2013;
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 Factory for expanded and graphite-enhanced polystyrene on Roman industrial platform, an investment opened in June 2013; Factory for dyes and decorative plasters on Ploiesti industrial platform, an investment opened in August 2013. Major collaborations and recent projects during the first quarter of 2013, the Issuer executed a sale-purchase contract for inventories and a sublicense agreement with Dfa Tec SRL for Dfa brand held by Meffert AG Farbwerke, for the sale of Dfa products on Romanian and Bulgarian markets. These agreements are overviewed in Section 1.9 (Commercial Contracts) in 2013, the Issuer started two major collaborations: (i) with Zentyss, for trading extruded polystyrene, as described in Section 1.9 (Commercial Contracts); this collaboration completes Adeplasts product range, determining an increase in Companys turnover and profitability; (ii) with Schomburg, as shown in Section 1.9 (Commercial Contracts); thereby, the Issuer entered the market of special products and systems for constructions treatment, of hydrophobization and other highly specific works (e.g. epoxy flooring, hydrophobization products, special concrete binders). the basalt wool project described herein shall complete Adeplasts range of thermal insulation products, and therefore it shall be capable to provide a complete solution for this industry; since September 2nd 2013, the Issuer has extended its research & development activities, setting up a dedicated department. Investment corresponding to this project shall reach app. EUR 200,000. This department shall lead to an improvement of Adeplast products and shall generate savings in products formulas. Also, new products shall be developed, leading to an increase in Companys activity. 1.3 Overview on Issuers activity

CONSTRUCTION MATERIALS MARKET IN ROMANIA Information shown in this Section also includes data taken from reports elaborated by Interbiz, e.g. Dyes and varnishes market Romania, 2007-2016. Trends for 2020, Adhesives and dry mortars market Romania 2007-2016 and Thermal insulations market Romania, 2008-2016. The construction materials market in Romania was significantly affected by financial crisis and dropped during 2008-2011 with an overall annual rate of 17%, from EUR 5 billion in 2008 to EUR 2.9 billion in 2011. However, 2012 featured a slight improvement, showing a 3% increase compared to 2011 and reaching an amount of EUR 3 billion. This increase is due to public tenders for infrastructure projects organized by Romanian Government, causing an increase of business for companies in this industry of app. 15%. The construction materials market comprises the following players:

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Egger Holzindustrie Maco n AdePlas Holci Cesa t m l Wienerberger Holcim Henke l Carpatcement Da Benta w Kober Somaco Austrotherm Symetric a Symetric a Ceramica

Gecsa Baumi Carpatcement Somaco t t Maco Wienerberge Arco Eli n r n Kronospan s Somaco Azur Lafarge Holzindustrie Megaprofit Kronospa Symetrica Sika n Holcim Somaco Elis Carpatcement Baumix Wienerberger AdePlast Lafarge Linda Henke b Somaco Policolor Cesal l Baumit Saint Duraziv Elpreco Symetric Fabry Ruukki Druckfarbe obain a o n Baumit

Lafarge Celc o

Source: Adeplast Adhesives and mortars market The main features of trends manifested on the adhesives and mortars market are: introduction of new players on the market; new investments in production capacities, storage facilities, own transportation means and sales force; significant market share of adhesives segment; in Romania, adhesives are used to a much greater extent compared to Western countries, since local construction practices involve errors leading to unleveled surfaces (unleveled walls, significant deviations between project levels and levels on site etc.); the Romanian market lacks innovative initiatives, as all players adopt a me too policy or duplicate products used in other countries; many poor and very poor quality products are present on the market, especially at regional level; high market potential for thermal systems (ETICS) and mechanized mortars; currently, the Romanian market is based on volumes, but it shall soon be based on quality, with a larger product variety.

The adhesives, mortars and plasters market was assessed at EUR 261 million in 2012, dropping 6% compared to previous year. Both with regard to value and volume, the market is dominated by adhesives and plasters, together accounting for 92% of the overall volumes sold and for 87% of the overall amount.

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Large manufacturers exceeding 50 employees control 82% of the overall incomes of adhesives, mortars and decorative plasters market. Size of adhesives, mortars and plasters market, 2007-2012 2007 0.8 0.4 0.1 0.0 0.0 2008 0.9 0.6 0.1 0.1 0.0 1.6 388.7 2009 0.8 0.5 0.1 0.0 0.0 1.5 295.2 2010 0.8 0.4 0.1 0.0 0.0 1.4 279.4 2011 0.9 0.4 0.1 0.0 0.0 1.4 276.9 2012 0.8 0.4 0.1 0.0 0.0 1.4 261.3

Adhesives Plasters Industrial screed Other mortars Brick-wall mortars Overall volumes (mio. tons) 1.3 Overall amount (mio. EUR) 345.5 Source: Interbiz research

During 2007-2012, the market value, calculated in retail trade, VAT excluded, dropped with 24%, from EUR 345 mil. to EUR 261 mil. Recently, a decrease in prices and higher competition were seen in economy segment (eco&low), and this caused a significant drop in companies profits. Segmentation of adhesives, mortars and plasters market, 2012, mil. Eur
Other mortars EUR 20m 7% Industrial screeds EUR 15m 6% Brick-wall mortars EUR 1m 0%

Adhesives EUR 114m 44%

Plasters EUR 112m 43%

Source: Adeplast In 2012, adhesives and plasters accounted for 87% of the overall value of adhesives, mortars and plasters market. Assessment of domestic consumption for all mortar types, by volume, 2007 2012 During 2007 2012, the most favorable evolution in the overall mortars market was shown by premixed, dry / industrial mortars (1%/year), while traditional mortars showed a drop of 14%/year. Results in 2012 illustrate that binder mortars dropped with 6%, while sales of premixed dry mortars remained constant compared to 2011.

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Domestic consumption of mortars `000 tons 2007 2008 2009 2010 2011 Traditional mortars 5.763 5.950 4.251 3.410 3.077 Binder mortars 2.570 2.876 2.100 1.703 1.578 Premixed mortars 1.316 1.644 1.461 1.404 1.407 TOTAL 9.649 10.470 7.812 6.517 6.061 Annual variation 16% 9% -25% -17% -7% Source: Interbiz research Notes: - dry mortars =cement + limestone + sand - binder mortars = cement-based binders = sand - premixed, dry (industrial) mortars = industrially pre-dosed mortars Competitive environment

2012 2.781 1.487 1.405 5.674 -6%

Mortars and adhesive factories in Romania are located in the vicinity of cement plants. Factories arranged near such cement plants bring a competitive benefit compared to factories located elsewhere, given the lower cement purchase price (lower transportation costs). Also, limestone factories (especially for hydrated limestone) are also placed in the vicinity of cement plants. Key indicators of this sector, based on companys size. Market concentration. In 2011, 89 companies were active on the Romanian market in production or commercialization of mortars and adhesives, out of which 55 were active manufacturers. Noticeably, large manufacturers, exceeding 50 employees, were accounting for 82% of the aggregate turnover and for 84% of the overall number of employees. Number of companies 2011 16 20 Aggregated turnover, mil. EUR 2009 4.2 47.6 2010 2.2 52.7 2011 2.9 47.8 Net profit margin (net profit /turnover) 2009 Number Productivity of (`000 employees Eur/employee) 2011 2011 2011 44 440 2,440 2,924 65 114 97 98

Company size 0-10 employees 10-50 employees > 50 employees

2010 0.2% 11.8% -8.7% 5.3% 10.3% 10.2% 3.8% 1.0% 2.8%

0.8% Total 55 326.2 281.9 287.1 0.1% Source: Interbiz research

19 274.4 227.0 236.4

0.6%

Due to unfavorable market conditions during 2009-2011, 16 manufacturers ceased production or were subject to insolvency procedures. Top 20 specialized players, by turnover, 2007 2012
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During 2007 2012, the aggregated turnover of the first 20 specialized players on the adhesives and mortars market showed an 11% drop, from EUR 242 mil. to EUR 214 mil. mil. Eur Capital 2007 2008 2009 2010 2011 2012 Henkel Bautechnik / Ceresit F 67.6 72.0 60.4 57.7 58.5 59.0 Adeplast SA L 30.0 31.0 26.8 30.3 33.6 41.6 Baumit Romania Com SRL F 36.8 43.1 30.1 29.0 29.3 28.7 Saint Gobain / Weber F 15.4 22.4 15.9 13.5 13.6 14.4 Mapei Romania SRL F 6.0 8.6 6.3 8.6 9.4 7.5 Duraziv SRL 3) L 3.0 4.5 6.1 6.4 Lasselsberger Knauf SRL 8.2 10.2 7.3 6.3 6.8 6.5 F Cesal SA / Atlas Polonia F 2.7 3.3 4.9 4.9 4.7 6.7 Novachrom Trading SRL F 4.3 4.5 3.9 4.3 6.2 6.2 Baumix SRL L 8.1 10.8 8.5 7.2 6.5 6.1 Hasit Romania SA F 6 9 7.7 6.1 5.5 5.8 Tassullo Romania SRL F 0.3 0.6 3.3 4.3 5.2 5.2 Mindo SA L 1.7 1.7 1.3 2.8 3.7 3.7 Ital Kol SRL JV 8.5 11.2 7.6 5.1 3.6 3.4 Gabbro SRL L 10.1 9.7 6.1 4.2 3.6 3 Izo Tec SRL L 3.7 5.3 3.6 3.7 3.1 2.7 Euro MGA Product SRL / Selena F 18.8 18.7 9.9 4.6 1.9 3.6 Isomat Romania SRL F 4.1 4.8 2.8 2.6 2.4 2 Deutek SA / Bauleiter2) F 8.5 8.5 6 6 1.3 1.4 Baulinie SRL L 1.5 2.2 1.3 0.9 0.8 0.7 Total Top 20 242.3 277.6 216.7 206.6 205.8 214.6 Annual variation 15% -22% -5% 0% 4% 1) Including dyes and decorative plasters accounting for ~4% of turnover in 2009, ~6% in 2010 and ~4% in 2011 and 2012. Starting 2011, EPS sales are also included 2) Only adhesives and mortars. Starting 2011, it gave up the adhesives and mortars division and in a first stage it sold the factory in Fundulea to Atlas Group, Poland 3) Only adhesives and mortars. Duraziv entered the adhesives and mortars market in 2009. In 2010, Duraziv had a turnover of ~ EUR 13,8 mil., and in 2011 of EUR 18,1 mil. Abbreviations: F foreign investment, L local investment, JV Joint Venture Source: Interbiz research

Market shares, by volumes and value, 2007 2012 Total adhesives and mortars The adhesives and mortars market is dominated by 10 competitors, accounting together for 84% of the market volume and for 70% of the market value. Top 5 players account together for 68% of the market volume and for 57% of the market value. The best evolutions during 2009-2012 were shown by companies present in do-it-yourself (DIY) stores, given the development of such stores.

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In addition, this channel shall become increasingly important, as the store networks shall develop and the importance of street store clusters shall be reduced. Market shares for adhesives and mortars / volume / 2007 2012: Company 2007 2008 2009 2010 2011 2012 Henkel 23.3% 22.2% 22.4% 21.9% 21.2% 21.2% Adeplast 13.6% 13.5% 14.3% 17.4% 17.6% 19.2% Baumit 12.7% 13.9% 13.6% 13.7% 13.6% 13.2% Saint Gobain Weber 7.9% 8.2% 8.5% 7.8% 7.9% 8.3% Duraziv 1.9% 3.5% 5.1% 5.7% Baumix 3.9% 4.2% 4.6% 4.7% 4.7% 4.5% Hasit 3.2% 3.7% 3.9% 3.8% 3.8% 4.1% Tassullo 0.2% 1.7% 2.4% 3.1% 3.0% Ital Kol 4.9% 4.7% 4.0% 3.3% 2.6% 2.6% Rigips 1.9% 2.1% 2.2% 2.0% 2.2% 2.2% Lasselsberger Knauf 3.5% 3.8% 3.0% 2.7% 2.6% 2.1% Gabbro / Ceradez 3.9% 3.2% 3.0% 2.6% 2.3% 2.0% Knauf 1.9% 2.2% 1.8% 1.5% 1.8% 2.0% Daw Benta 0.8% 1.0% 1.0% 1.1% 1.2% 1.4% Mindo 0.2% 0.3% 0.4% 0.7% 1.4% 1.1% Mapei 0.7% 0.8% 0.7% 1.2% 1.4% 1.0% Deutek / Bauleiter 5.2% 4.6% 3.5% 2.0% 1.0% 0.9% Izo Tec 0.8% 1.0% 1.0% 1.0% 0.9% 0.8% Baulinie 1.0% 1.5% 1.3% 1.1% 0.9% 0.7% Firos 0.6% 0.6% Atlas Coporation 1.2% 1.2% 0.9% 0.8% 0.6% 0.5% Euro MGA 4.7% 3.5% 2.0% 0.9% 0.3% 0.3% Siniat (fosta Lafarge Gips) 0.5% 0.4% 0.4% 0.2% 0.2% 0.1% Carocaz 1.5% 1.2% 1.0% 0.7% 0.2% Others 2.7% 2.6% 2.9% 3.0% 2.8% 2.5% Total adhesives and mortars 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% `000 tons 1,315.8 1,643.5 1,461.2 1,403.7 1,406.8 1,405.5 Source: Interbiz research

Market shares for adhesives and mortars / value / 2007 2012: Company Henkel Adeplast Baumit Saint Gobain Weber Duraziv Baumix 2007 21.4% 9.6% 12.2% 5.5% 3.1% 2008 21.1% 9.2% 13.0% 5.9% 3.4% 2009 21.5% 9.5% 13.4% 5.8% 1.6% 3.7%
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2010 21.8% 11.1% 13.4% 5.3% 2.6% 3.4%

2011 21.7% 11.4% 13.0% 5.1% 3.5% 3.3%

2012 22.3% 12.9% 12.4% 5.5% 4.2% 3.3%

Company 2007 2008 2009 2010 2011 2012 Hasit 2.5% 2.8% 3.2% 3.0% 2.9% 3.2% Tassullo 0.2% 1.4% 1.9% 2.1% 2.3% Ital Kol 3.9% 4.1% 3.6% 2.5% 1.8% 2.1% Rigips 1.3% 1.6% 1.7% 1.5% 1.6% 1.6% Lasselsberger Knauf 2.5% 3.0% 2.8% 2.6% 2.7% 2.2% Gabbro / Ceradez 3.1% 2.6% 2.3% 2.0% 1.8% 1.8% Knauf 1.7% 2.5% 2.2% 1.9% 2.2% 2.4% Daw Benta 2.8% 3.2% 3.5% 3.9% 4.1% 4.5% Mindo 0.1% 0.2% 0.2% 0.5% 0.9% 0.8% Mapei 1.9% 2.0% 1.8% 2.6% 3.0% 2.2% Deutek / Bauleiter 4.1% 3.6% 4.5% 4.1% 3.6% 3.2% Izo Tec 1.1% 1.4% 1.4% 1.4% 1.4% 1.3% Baulinie 0.7% 1.1% 0.9% 0.7% 0.6% 0.5% Firos 0.3% 0.3% Atlas Coporation 3.0% 3.3% 3.3% 2.4% 2.2% 1.9% Euro MGA 4.3% 3.0% 1.7% 0.8% 0.3% 0.2% Siniat (former Lafarge Gips) 0.3% 0.3% 0.3% 0.2% 0.2% 0.0% Carocaz 1.5% 1.2% 1.1% 0.8% 0.4% Others 13.4% 11.3% 8.6% 9.6% 9.9% 8.9% Total adhesives and mortars 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% mil. Eur 345.5 388.7 295.2 279.4 276.9 261.3 Source: Interbiz research Structure of adhesives and mortars sales, by zone, 2007 2011 All mortar types As per Issuers records, the top districts and cities, by mortars sales, are: Bucharest, Ilfov, Suceava, Iasi, Constanta, Prahova, Brasov, Sibiu, Cluj, Timis, Craiova and Ploiesti. Mortars used most frequently for plasters and screeds are traditional mortars. As shown above, goods results are noted for the development axis Constanta Timis/Arad. Noticeably, this axis shall include the main highways in Romania (Bucharest Constanta, Bucharest Bors and Bucharest Nadlac). The chart below shows that in Southern Romania binders have a good position, amounting to 38% in South-West, 37% in Southern Muntenia and 44% in Bucharest-Ilfov. Use of plasters and screeds, by type, by geographic regions, 201:

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Source: Interbiz research Premixed adhesives and mortars The top sales of mortars and adhesives are achieved in Bucharest-Ilfov region, both in volumes and in values, followed by North-Eastern and North-Western regions. During the assessed period, the largest increases were seen in North-Eastern, Bucharest-Ilfov, SouthEastern and Southern regions. Significant increases were also noted in districts / cities of Cluj, Sibiu, Brasov, Timis, Craiova, Constanta and Ilfov. Furthermore, over the past 4 years, in Ilfov district, the surface of built-up area increased with 8%, from 17,600 ha, to almost 19,000 ha. Structure of adhesives and mortars sales, by geographic regions, 2007-2011 Region Volume (`000 tons) North - Eastern South- Eastern Southern - Muntenia South-Western - Oltenia Western North-Western Central 2007 170 167 163 88 135 190 171 2008 220 221 210 116 163 221 202
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2009 206 207 195 103 130 194 170

2010 201 191 190 98 120 188 163

2011 206 184 181 91 117 197 152

Region Bucharest Ilfov TOTAL Value (mil. Eur) North - Eastern South- Eastern Southern - Muntenia South-Western - Oltenia Western North-Western Central Bucharest - Ilfov TOTAL Source: Interbiz research Geographic regions: -

2007 232 1.316 43 44 40 22 34 46 45 71 345

2008 291 1.644 49 53 46 26 39 50 49 77 389

2009 256 1.461 39 40 37 19 28 40 35 57 295

2010 253 1.404 37 37 36 19 25 36 33 56 279

2011 279 1.407 37 34 34 17 24 37 30 64 277

North - Eastern: Bacau, Botosani, Iasi, Neamt, Suceava, Vaslui; South- Eastern: Braila, Buzau, Constana, Galati, Tulcea, Vrancea; Southern - Muntenia: Arges, Calarasi, Dambovita, Giurgiu, Ialomita, Prahova, Teleorman; South-Western: Dolj, Gorj, Mehedinti, Olt, Valcea; Western: Arad, Caras-Severin, Hunedoara, Timis; North-Western: Bihor, Bistrita-Nasaud, Cluj, Maramures, Satu-Mare, Salaj; Central: Alba, Brasov, Covasna, Harghita, Mures, Sibiu; and Bucharest-Ilfov: Bucharest and Ilfov.

Structure of sales, by mortar types, by distribution channels, 2008 2011 Due to their characteristics, mortars and adhesives are used especially in construction of buildings, both for residential (housing), and non-residential (offices, hotels, stores, warehouses, industrial buildings, power plant buildings) use and a high demand is manifested from construction companies activating in these sectors. Generally, fine mortar for indoor and outdoor use is commercialized in 25 kg bags and transported on 48 bags pallet (1.2 tons). Plasters are specially packaged in 20 kg bags, and grouts in 5 kg bags. Approximately 27% of mortars are distributed directly to users, based on contracts and agreements executed with construction companies.

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Source: Adeplast THERMAL INSULATION MATERIALS MARKET The thermal insulation materials market became extremely dynamic over the past few years, due to thermal rehabilitation projects, the domestic consumption being estimated in 2012 to EUR 165 mio. During 2008-2012, the thermal insulation materials market was dominated by expanded and extruded polystyrene products which in 2012 accounted for 66% of market volume and 75% of market value. Manufacture of extruded polystyrene requires higher investments compared to manufacturing of expanded polystyrene. The expanded polystyrene market includes app. 90 players, the top 7 controlling app. 67% of the market, and the extruded polystyrene market includes 6 large players, like BMS Adya, Fibran XPS, Austrotherm, Zentyss, Atlas Corp and BASF, controlling 97% of the market. Apart from polystyrene, the thermal insulation materials market also includes mineral wool, which can be basaltic wool or glass wool, currently holding app. 10% of this market. In 2011, mineral wool imports accounted for 75% of the market volume, 40% being imported from Knauf Serbia and 35% from Rockwool Hungary. Production, volume and value, 2008 2012 Mineral wool Currently, both basaltic wool and glass wool are manufactured in Romania. The main manufacturers are Saint Gobain Isover Ploiesti (formerly DBW Romania), Gecsat and Izomat. In 2010, Macon ceased manufacturing of basaltic wool. During 2008 2012 the value of mineral wool production decreased with 46%, from 26.4 million Eur to EUR 14,3 mio., due to decrease in demand especially on domestic market. By volume, production dropped with 34%, from 27.7 thousand tons to 18.4 thousand tons.

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Production of mineral wool, volume and value, 2008-2012 MU Volume (tons) Basaltic wool Glass wool 2008 27,735 11,973 15,762 2009 19,858 9,474 10,384 15.0 5.8 9.2 0.76 0.61 0.88 2010 15,513 6,140 9,373 12.7 3.8 8.9 0.82 0.62 0.96 2011 17,562 7,232 10,330 13.7 4.4 9.3 0.78 0.61 0.90 2012 18,435 7,365 11,070 14.3 4.4 9.9 0.77 0.60 0.89

Value (mil. Eur) 26.4 Basaltic wool 8.2 Glass wool 18.2 Unit price (Eur/kg) 0.95 Basaltic wool 0.68 Glass wool 1.15 Source: Interbiz research

During 2012, volume of basaltic wool production increased with 2% compared to 2011. In exchange, glass wool production increased with 5% compared to 2011 due to higher export demand. As per Environment Protection Agencys records, Saint Gobain Isover manufactured over the last years, in its factory in Ploiesti (opened in May 2007) between 8,000 and 10,000 tons of glass wool. Saint Gobain Isover Ploiesti has a production capacity of 30,000 tons for glass wool, and in the future this capacity could be enhanced to 40,000 tons/year. Another glass wool manufacturer is Gecsatherm Tarnaveni (Mures district), member of Gecsat. Gecastherm has a production capacity of 7,000 tons/year and production activities were started at the beginning of 2009. Polystyrene Production of extruded polystyrene (XPS) is currently in an inception stage in Romania, and it has been around since 2007. As per NIS records (National Institute for Statistics), during the assessed period, production of expandable polystyrene showed an average annual decrease of 3% both in volumes and value. Polystyrene production, volume and value, 2008-2012 MU Volume (000 tons) Expandable polystyrene, in basic forms Alveolar boards of styrene polymers Total polystyrene Value (mil. Eur)
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2008

2009

2010

2011

2012

26.9 0.2 27.1

21.2 0.1 21.3

22.1 0.1 22.2

21.3 0.1 21.4

23.4 1.2 24.6

Expandable polystyrene, in basic forms Alveolar boards of styrene polymers Total polystyrene Source: Interbiz research

54.7 0.6 55.3

41.1 0.3 41.4

42.6 0.4 43.0

42.2 0.5 42.7

45.1 5.9 51.0

During 2010-2012, the polystyrene market increased significantly, with an overall annual rate of 9%, progressing from 43 million Eur in 2010 to 51 million Eur in 2012. Segmentation of thermal insulation materials market, 2012

Source: Adeplast Domestic consumption of thermal insulation materials, by types, volume and value, 2008 2012 Mineral wool In 2012, the mineral wool market dropped by almost 3% compared to 2011, down to 57.1 thousand tons, but increased in Eur up to EUR 41.7 mio. In 2012 basaltic wool accounted for 68% of the volume in tons, but only 25% of the volume in cubic meters. Value-wise, mineral wool accounted for 57% of the market. Over the past 5 years, domestic consumption of basaltic wool showed an annual average increase of 1% in volume and a decrease of 2% in value, and domestic consumption of glass wool decreased by 8%/year in volume and by 17%/year in value. Domestic consumption of mineral wool, 2008-2012: Type Basaltic wool tons mil. Eur Glass wool tons mil. Eur Mineral wool
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2008 36,828 26.0 27,032 30.4

2009 25,580 16.2 21,477 18.4

2010 30,239 17.5 21,065 21.5

2011 37,674 22.3 20,974 17.3

2012 38,633 23.7 18,433 18.0

aggregate tons 63,860 47,057 51,304 mil. Eur 56.4 34.6 39.0 Source: Interbiz research based on NIS data

58,648 39.6

57,066 41.7

In value, in 2011, basaltic wool market exceeded the glass wool market. In volumes, balance between the two materials is inclined towards glass wool. Glass wool has a 3-4 times lower density and it is 40-50% less expensive compared to basaltic wool. Basaltic wool - benefits Due to its structure and high melting point (over 1,000 degrees Celsius), basaltic wool is an ideal material for fireproof structures, being used in construction of new residential and non-residential buildings and in thermal rehabilitation. Basaltic wool protects the building against collapse, stops fire spreading and it does not release harmful gases, which are the main cause of deaths in case of fires. Since it provides a better thermal insulation compared to glass wool, delaying heat transfer from outdoors towards indoor of the building, basaltic wool is preferred for construction of new buildings and thermal rehabilitation of existing buildings. Also, basaltic wool maintains thermal insulating properties up to 750 degrees Celsius, thus being an ideal material for protection against high temperatures (in industry, for insulation of pipes and boilers). Finally, given its structure and high density, basaltic wool enhances performances of flooring and roofing, without affecting thermal and sound insulation properties. This feature is important in high-load areas (floors and flat roofs). In basaltic wool segment, the most important sub-sector is boards, accounting for 80% in value, followed by rolls with 14%. In glass wool segment, the most important sub-sector is rolls, 87% in value, followed by boards with 12%. Polystyrene Polystyrene market became highly dynamic due to thermal rehabilitation works on housings and nonresidential buildings. Over the past 5 years, many manufacturers were set up in Romania (both foreign and domestic), and existent manufacturers reported significant increases in production capacities. Over the assessed period, polystyrene consumption for insulations showed an annual average increase of 2% in volume and a decrease of 3% in value, while extruded polystyrene showed a higher decrease rate (~3%/year). Domestic consumption of polystyrene, in volume and value, 2008-2012: Volume (`000 m3) EPS* XPS** TOTAL Annual variation Value (mil. Eur)
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2008 3,786 376 4,162

2009 3,417 361 3,778 -9%

2010 3,831 324 4,155 10%

2011 3,673 345 4,018 -3%

2012 4,077 366 4,443 11%

103.7 81.3 84.6 84.5 EPS* 32.4 29.3 24.1 27.9 XPS** TOTAL 136.1 110.6 108.7 112.4 Annual variation -19% -2% 3% 3 *- variable density, decreasing / **- equiv. 30 kg/m density Source: Interbiz research based on NIS data

93.8 28.7 122.5 9%

Despite a good evolution of extruded polystyrene consumption, insulation polystyrene market in Romania is clearly dominated by expanded polystyrene, which accounts for 92% of overall volume. Noticeably, expanded polystyrene (EPS) is 3 times less expensive compared to extruded polystyrene (XPS), and the purchasing power in Romania is still low compared to other European Union countries. Distribution network for thermal insulation materials, 2008 - 2012 In theory, in 2011, the distribution network for thermal insulation materials included app. 12,000 outlets, a 100 units increase compared to 2010. In reality, the distribution network of manufacturers and importers of insulation materials does not exceed 2,400 outlets, i.e. and average of 54 outlets / district. The number of companies having the wholesale of construction materials as main activity field remained relatively constant during 2008 2011, approximately 6,000 entities. Basaltic mineral wool is used especially in non-residential constructions (offices, hotels, stores, warehouses, industrial buildings, power plant buildings) and it has a great demand from construction companies acting in this sector. Given its large volume, basaltic wool is less present in DIY stores. Most active provider of basaltic wool in DIY (Do-it-yourself) stores is Saint Gobain, with the Isover brand (former Toplan until 2007), especially at 100 mm thickness. Glass wool is used especially in residential buildings; therefore, regional presence is a factor of success. Sales through distributors show values accounting for 63% of the overall market value. Still, we notice a 2 times increase of weight of presence in large DIY stores. Furthermore, some DIY networks developed their own glass wool brand, like Baudeman/Dedeman. EPS is sold especially through distributors, who account for 45% of sales, while XPS is sold mainly to construction companies (52%).

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Top players, by sales, 2008 2012 Mineral wool Top 7 players accounting for app. 94% of the overall mineral wool market value. Most significant increases were shown by Rockwool and Knauf Insulation. Top 8 players, by sales, during 2008-2012: Company, mio. Wool Eur type 2008 2009 2010 2011 2012 Saint Gobain Isover VB+VS 6.5+13.2 4.1+6.7 3.9+7.7 5.4+6.0 5,1+7,2 Knauf Insulation* VB+VS 4.5+3.6 3.1+1.6 4.7+2.0 7.7+2.0 8,4+1,4 Rockwool International AS VB 8.8 5.7 6.9 7.2 8,1 Grupo Uralita / Ursa VS 11 6.9 5.4 4.1 5,3 Schwenk Izolatii VS 2 0.7 1,9 Gecsatherm VS 1.1 1.7 1.6 1,2 Izomat Simleu Silvaniei VB 0.6 0.3 0.3 0.6 0,6 Macon Deva VB 2.7 1.8 0.2 0 0 Top 8 50.9 31.3 34.8 35.3 39,2 Total mineral wool market 56,4 34.6 39 39.6 41.7 * - including Izomat Slovakia Nobasil, Vunizol Serbia VB basaltic wool VS glass wool Source: Interbiz research Polystyrene The turnover of top 15 players reached a peak of app. EUR 185 mil. in 2012, a decrease occurring only in 2009. Top 15 EPS and XPS suppliers, by turnover, 2008 2012 Company, mil. Eur Adeplast SA* Arcon SRL Austrotherm Com SRL Zentyss SRL Romtextil SA Knauf Insulation SRL Hirsch Porozell SRL BMS Adya SRL District Prahova Covasna Bucharest Buzau Constanta Bucharest Cluj Bucharest 2008 31,0 26,4 18,9 12,5 13,2 0,2 9,1 2009 26,8 20,2 14,4 15,4 10,6 4,0 5,8 0,3
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2010 30,3 23,7 13,2 16,2 10,1 6,5 5,5 4,7

2011 2012p Products Mortars, EPS, plasters and 33,6 41,6 decorative dyes EPS, bituminous membranes, 27,0 30,9 decorative plasters 17,1 20,6 12,0 9,0 7,5 5,7 19,5 EPS, XPS EPS (sold to Adeplast in 2012), 15,6 XPS 12,4 EPS, other plastic products 9,6 Glass wool, basaltic wool 8,0 EPS 7,7 XPS

Company, mil. Eur District 2008 2009 2010 Bico Industries SRL Neamt 0,8 1,5 4,2 Rockwool Romania SRL Bucharest 0,9 Swisspor SA Prahova 12,3 9,2 7,3 Isopor SRL Cluj 11,1 6,3 5,7 Gecsat SA Mures 3,5 3,9 5,1 Romsteel Prod SRL Ilfov 7,8 4,4 5,0 EPS Thermopor SRL Mures 4,0 2,8 3,6 Total Top 15 151,7 125,6 141,1 Annual variation -17% 12% p-preliminary * - al activities (unspecialized manufacturers) Note: importers not included Source: Interbiz research based on Ministry of Finance data

2011 2012p Products 6,6 7,2 EPS, others 6,5 6,7 5,8 5,2 5,0 3,6 171,9 22% 7,0 6,1 5,6 4,9 4,8 Basaltic wool EPS, bituminous membranes EPS EPS, adhesives, joinery EPS, others

3,8 EPS 184,7 7%

In 2011, the turnover of top 15 manufacturers increased by 22%, after in 2010 another 12% had occurred. This top only includes three XPS manufacturers, Austrotherm, BMS Adya and Zentyss. Atlas Corporation, the third XPS manufacturer, was not included in this top, since its main activity is production of decorative dyes and mortars. Market shares, 2008 2012 Mineral wool Basaltic wool: On basaltic wool market, Knauf Insulation and Rockwool are co-leaders, yet Rockwool is leader for high-density products, while Knauf Insulation leads the low-density basaltic wool segment (40, 60 kg/m3). Market shares for basaltic wool, by volume, 2008 2012 Company 2008 Knauf Insulation* 20% Rockwool International AS 33% Saint Gobain Isover 27% Izomat Simleu Silvaniei 2% Fibran 3% Macon Deva 11% Others (Morocco, Turkey, China etc.) 4% Total 100% tons 36,828 *- including Izomat Slovakia Nobasil, Vunizol Serbia Source: Interbiz research 2009 25% 32% 28% 2% 1% 10% 2% 100% 25,580 2010 35% 40% 20% 2% 0% 1% 2% 100% 30,239 2011 43% 31% 21% 3% 1% 1% 100% 37,674 2012 41% 33% 21% 3% 1% 1% 100% 38,633

Glass wool: On glass wool market, Saint Gobain Isover and Ursa are co-leaders, together accounting for app. 76% of the market, both by volume and by value, and Knauf Insulation achieved its market share right from its very entry on the local market.
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Another player is the Turkish company Izocam, where Saint Gobain holds a minority stock of shares. Also, the German group Schwenk entered the market in 2009, when it opened a factory in Miercurea Ciuc. Market share for glass wool, by volume, 2008 2012: Company Saint Gobain Isover Grupo Uralita / Ursa Knauf Insulation Gecsatherm Izocam ODE Schwenk Izolatii Others Total tone Source: Interbiz research Polystyrene EPS: Arcon is the new leader of EPS market, after Swisspor-Isopor lost this position. The third EPS supplier is Austrotherm since 2012, and Adeplast has achieved a market share of almost 10%, although it entered this market no sooner than 2011. Top 7 players account for 67% of the EPS market. Over the past few years, competition has intensified, and the number of manufacturers increased sevenfold, from 12 in 2003 to over 90 in 2012. Market shares, by volume, 2008 2012: Company Arcon (Pinguin, Arco) Swisspor - Isopor Austrotherm Com Adeplast Zentyss Hirsch Porozell Romtextil Constanta (Baupor) EPS Thermopor Bico Industries Europlast Industries Romsteel Prod (Novotherm) Romatermit Construct Gecsat (Gecsatherm) Com Sova (Seico Ecotherm) Genderka Producator EPS Izo Tec (Izotec) 2008 10.8% 18.1% 12.2% 10.7% 7.9% 2.9% 3.2% 0.8% 5.6% 2.3% 1.3% 1.5% 2.3%
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2008 50.2% 31.9% 9.6% 1.6% 1.5% 5.3% 100% 27,032

2009 39.9% 36.6% 8.5% 5.4% 2.6% 2.2% 5.0% 100% 21,477

2010 33.5% 34.1% 10.0% 7.8% 3.5% 3.3% 2.1% 5.7% 100% 21,065

2011 37.9% 28.7% 10.6% 7.2% 4.8% 4.2% 1.3% 5.3% 100% 20,974

2012 38.6% 37.7% 10.3% 7.2% 0.3% 1.8% 2.5% 1.6% 100% 18,433

2009 12.0% 17.0% 10.6% 12.1% 7.0% 2.2% 2.8% 1.4% 4.1% 1.7% 1.7% 2.2% 1.3% 2.0%

2010 12.0% 13.8% 8.6% 10.4% 6.2% 3.4% 2.9% 2.7% 3.9% 2.1% 2.1% 2.2% 1.9% 1.9%

2011 13.9% 14.1% 10.9% 1.9% 11.4% 7.9% 4.1% 3.3% 3.0% 3.2% 2.0% 1.2% 2.0% 2.2% 1.9% 1.6%

2012 13.6% 12.1% 11.5% 9.3% 9.1% 7.9% 3.5% 3.2% 3.1% 2.1% 2.0% 2.0% 1.8% 1.8% 1.6% 1.3%

Company Mindo Carocaz (Caroterm) Others TOTAL EPS (`000 m3) Annual variation Source: Interbiz research

2008 3.4% 17.0% 100.0% 3,786

2009 3.3% 18.6% 100.0% 3,417 -9,7%

2010 2.1% 23.8% 100.0% 3,831 12,1%

2011 1.4% 14.0% 100.0% 3,673 -4,1%

2012 1.2% 0.8% 12.1% 100.0% 4,077 11,0%

XPS: On the XPS market, BMS Adya holds the leading position, accounting for app. 33% of the market. XPS production requires more advanced know-how and larger investments compared to EPS. Market shares, by volume, 2008 2012: Company BMS Adya (Briotherm) Fibran XPS Austrotherm Com (Austrotherm) Zentyss Atlas Corp. (AplaXFoam) BASF (Styrodur) Others TOTAL XPS (`000 m3) Annual variation Source: Interbiz research 2008 33.8% 18.9% 4.9% 11.4% 16.0% 8.0% 7.0% 100.0% 376 2009 24.4% 20.3% 11.3% 16.0% 13.0% 8.0% 7.0% 100.0% 361 -4% 2010 26.9% 21.6% 10.5% 15.2% 10.9% 8.4% 6.5% 100.0% 324 -10% 2011 27.5% 26.7% 15.9% 12.2% 10.0% 4.7% 3.0% 100.0% 345 6% 2012 32.8% 24.6% 23.2% 10.1% 3.5% 3.0% 2.8% 100.0% 366 6%

In conclusion, development potential of thermal insulation materials market in Romania is high. All major manufacturers would be capable to invest in increase of production capacity by 30% for polystyrene and by app. 3 times for mineral wool. Also, in Europe, production capacities for basaltic wool are limited and major players will attempt to increase their incomes on products with higher added value. A crisis is expected on mineral wool market around 2017, due to high demands of thermal insulation materials in Europe, leading to insufficiency of offers. Currently, Russia is the main target market of manufacturers. New products shall be launched on the market, e.g. mineral wool boards for exterior walls. They introduce the benefit of eliminating costs associated to decorative plasters. As of now, the most important market for basaltic wool and XPS is represented by non-residential buildings, and for glass wool and EPS residential buildings. Yet, in the future, the main market shall be thermal rehabilitation of buildings. EU Directive on increasing power efficiency shall have a positive impact on thermal insulations market. For mineral wool, the most important substitute product in Romania is polystyrene (EPS and XPS). In Europe, mineral wool accounts for 53% of the aggregate thermal insulations market, comparable to
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Romania 52%, in volume. The largest benefit brought by mineral wood compared to polystyrene is that wool is ranked A1 Euroclass (Eurima) for protection against fires, and polystyrene is ranked D Euroclass (Eurima). DYES AND VARNISHES MARKET Dyes industry incurred significant changes, from a structure comprising mostly domestic small and medium sized enterprises, to an industry that includes numerous large multinational companies. In the same time, important amounts were invested in research & development programs, in new equipment, destined to enhance safety and protect human health, but also to improve environment protection. Products now feature superior functions in protection of surfaces and low environmental impact. Manufacturing process and industrial applications are automated, therefore becoming increasingly safe and efficient. Changes in industry structure reflect consumers preferences. E.g., the cars sector, metalli c packaging production sector, anticorrosive protections, fireproof structures and other several industries went international and they resort to services from dyes manufacturers that are highly specialized on certain sectors at multinational level. This globalization process, which started few years ago, is expected to continue, though at a lower rate. Value of dyes and varnishes market in Romania was assessed at Eur 117 mil. in 2012, while volumes followed a slightly descending trend compared to 2011, being estimated at 103,000 tons. Evolution of dyes and varnishes production / by types / by volume /2007 2012 Products, tons Aqueous dyes and varnishes, of which: Acrylic or vinyl dyes and varnishes Other dispersed or dissolved dyes and varnishes Non-aqueous dyes and varnishes, of which: dyes and varnishes: polyester-based solutions dyes and varnishes: solutions based on acrylic / vinyl polymers Other dyes and varnishes based on other synthetic polymers TOTAL dyes and varnishes Primers Source: Interbiz research 2007 87,048 44,132 42,916 20,353 19,049 1,304 2008 99,519 55,181 44,338 14,213 13,064 1,149 2009 90,715 54,839 35,876 12,874 11,590 1,284 2010 84,836 58,026 26,810 12,638 10,500 2,138 2011 85,960 54,413 31,547 13,561 11,552 2,009 2012 83,563 56,019 27,544 12,751 10,939 1,812

7,816

10,693

6,689

5,653

7,571

6,408

115,217 124,425 110,278 103,127 107,092 102,722 7,955 17,653 11,331 11,053 12,216 12,039

During the assessed period, 2007 2012, the highest growth rate was shown by sub-sector of aqueous dyes and varnishes (in volume), supported by a high demand of decorative dyes.

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In exchange, the other types of dyes and varnishes based on polyesters and other polymers showed average annual decreases of 11%, respectively 4%. Evolution of dyes and varnishes production / by types / by value / 2007 2012 Products, mil. Eur Aqueous dyes and varnishes, of which: Acrylic or vinyl dyes and varnishes Other dispersed or dissolved dyes and varnishes Non-aqueous dyes and varnishes, of which: dyes and varnishes: polyester-based solutions dyes and varnishes: solutions based on acrylic / vinyl polymers Other dyes and varnishes based on other synthetic polymers TOTAL dyes and varnishes Primers Source: Interbiz research 2007 89.9 48.2 41.7 42.6 37.4 5.2 2008 100.7 60.9 39.8 33.7 26.6 7.1 2009 76.0 47.7 28.3 27.8 21.1 6.7 2010 72.8 50.0 22.8 31.1 19.5 11.6 2011 76.2 47.3 28.9 32.4 23.3 9.1 2012 70.3 46.4 23.9 28.3 21.2 7.1

15.7 148.2 14.2

22.8 157.2 28.5

14.9 118.7 13.2

11.1 115.0 10.9

22.5 131.1 15.1

18.2 116.8 15.0

Value-wise, the annual increase was lower compared to the volume-based growth, considering a significant reduction in unit prices during 2009-2012. Thus, in value, the annual growth rate of dyes market amounted to -5% and in volume to -2%. As per estimations of the largest industry players, outdoors emulsion paints are colored in various shades in a weight of 80%, compared to 2004-2005 when only 50% of those were colored, and the rest were white. The local dyes and varnishes market was solidly supported by renovation works undertaken during financial crisis in real estate sector. Factors influencing the dyes and varnishes market during 2008-2012 were: - Real estate development (2005 2008); - Renovation works during 2009 2012; - Do-it-yourself market (including store networks); - Increase of industrial dyes demand, especially during 2010-2011; - Launching of new brands; - Entry of new players on the market; - Increase in consumption of decorative dyes; - Foreign exchange fluctuations; and - Raw materials price (polymers, additives, packaging, fuels). Decorative dyes account for app. 53% of the overall market, while the rest is represented by industrial dyes.

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The main elements influencing the dyes and varnishes market are: - Residential construction works; - Frequency of renovation works on blocks of flats and other buildings, generating constant incomes for dye manufacturers; - Thermal rehabilitation program, that shall have a positive impact on decorative dyes market for the next 15-20 years; - Expansion of DIY-type retail stores (Do-it-yourself), facilitating access to a wide range of dyes. Plasters and dyes account for app. 70% of the overall market, and the rest is represented by solvent-based decorative paints for wood and metal. Also, the top 5 players control app. 80% of decorative paints market. Segmentation of dyes and varnishes market, by value, 2012

Source: Adeplast Considering that dyes and varnishes are used primordially in house renovation and constructions, premium products hold a significant weight of the overall market. This fact proves consumers orientation towards high quality products that shall operate smoothly on short term and shall not generate additional costs. As shown in the chart above, economy products hold a weight of only 20% of the market, the rest being held by average and premium products. Distribution channels The value chain of dyes and varnishes includes the following steps: Raw materials Primary intermediaries Secondary and tertiary intermediaries Manufacturing of active ingredients final consumption (other industries or consumers). The main distribution channels are: - direct sales / direct export; - distributors; - agents; - representative offices; - direct contacts with manufacturers in other industries; and - e-commerce.

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In 2011, the distribution network of dyes and varnishes reached app. 14,470 outlets, a 60 outlets decrease compared to 2010. In reality, the distribution network of dyes and varnishes manufacturers and importers does not exceed 2,250 outlets, an average of 54 outlets / district. The number of companies having the wholesale of construction materials as the main activity field increased from 5,070 active companies in 2007 to 6,090 in 2011. The main suppliers of construction materials are: Arabesque, Baduc, Damila, Alvvimar, Black Sea Suppliers, Mitliv, Menatwork Est Prefabricate, Vasion, Masterplast, Woodcote, Olint, Sipex, Free Star, G & G Romania, Unimat, Orizont, Melinda Impex, Duo Mat. The main DIY networks are: Dedeman, Praktiker, Bricostore, Ambient, bauMax, Hornbach, OBI, Leroy Merlin, Mr Bricolage, Multipoll, Brithouse and Tekzen. As per Issuers estimations, app. 500 dyes and varnishes distributors activate in Romania. Competitive environment The key indicators of dyes and varnishes market in 2011: 177 active manufacturers (+ 110 importers); 3,810 employees; top 5 manufacturers hold app. 51% of dyes production, by value; top 20 manufacturers hold 84% of dyes production, by value; 13% of this sectors turnover is generated from trade activities, 0,3% - from constructions, 0,1% from transports and 0,6% - from other services.

Market concentration by turnover: 2007 55.8% Top 5 85.5% Top 20 Source: Interbiz research 2008 57.2% 86.8% 2009 56.0% 86.2% 2010 53.7% 84.1% 2011 50.8% 83.9%

The 5 manufacturers that in 2011 held 50,8% of dyes and varnishes production, by value, are: - Kober - Fabryo Corporation - Policolor - Deutek - Azur Features of companies operating on the dyes and varnishes market, by size, are: Small and micro enterprises: This type of enterprise has less than 50 employees; it operates locally in a relatively limited area, having several small clients (especially companies in industrial fields). They are private companies, specialized on a market niche and manufacture mainly dyes and coloring agents.
78

Medium enterprises: They are private manufacturers, having 50 - 250 employees, operating at regional and national levels. Large enterprises: They have more than 250 employees. Only 4 large manufacturers are present in Romania: Kober, Fabryo Corporation, Deutek and Azur.
Large enterprises 2%

Medium enterprises 7%

Small enterprises 91%

Source: Adeplast As per Adeplast data, in 2011, the dyes, varnishes and coloring agents market included 4 large manufacturers (over 250 employees), 13 average manufacturers (50-250 employees) and 160 small and micro-enterprises (0-50 employees). Indicators Companies Overall turnover Employees Productivity Source: Interbiz research m.u. no. mil. Eur no. `000 Eur/employee 2007 194.0 317.8 4,785 66.4 2008 193.0 347.5 5,019 69.2 2009 217.0 276.8 4,250 65.1 2010 188.0 276.7 3,832 72.2 2011 177.0 291.2 3,808 76.5

In 2010, investments of dyes and varnishes manufacturers in equipment and technology amounted to Eur 15 mil., dropping by Eur 7 mil. compared to 2009. As per the statements of main players in industry, overall investment amount in 2011 was of Eur 15 mil., destined to purchase of equipment, enhancement of logistics and distribution and launching of new products, to meet the current market demands. Top 20 specialized players, by turnover, 2007-2012. Performances In 2012, the aggregated turnover of the first 20 players remained constant compared to 2011, reaching the amount of Eur 269 mio.

Company Kober SRL Fabryo Corporation SRL Policolor Deutek SA1)

District Neamt Bucharest Bucharest Bucharest

2007 37.8 42.0 48.1 29.8

79

2008 43.6 44.1 53.6 32.5

2009 35.6 35.3 35.6 29.8

2010 34.8 32.4 29.0 31.0

2011 39.1 29.8 29.3 26.9

2012 35.3 29.6 32.3 27.0

Company Azur SA BASF Coatings Services SRL Daw Benta Romania SRL Atlas Corporation SRL2) Druckfarben Romania Akzo Nobel Coatings SRL

Storo SRL Baia Mare 13.1 15.2 10.7 9.0 9.4 9.1 Sherwin Williams Balkan SRL Chisoda Timis 6.3 4.9 6.8 8.1 8.5 Sarcom SRL Valcea 8.2 8.2 7.3 7.1 6.5 6.8 Cesal SA Oradea Bihor 2.7 3.3 4.9 4.9 4.7 7.0 Swarco Vicas SA Targoviste Dambovita 2.9 4.6 3.9 4.4 4.4 4.2 Trilak Coatings SRL Harghita 4.5 5.2 4.1 3.6 3.6 4.4 Metalbac & Farbe SA Bacau 1.8 1.6 0.8 1.9 3.6 na Poly Delta Coatings SRL Bucharest 3.4 4.2 3.4 3.2 3.5 3.4 Chimtitan SRL Bucharest 5.0 4.8 3.5 3.1 3.2 na Dfa Tec SRL Prahova 0.6 2.6 2.4 Total Top 20 275.3 319.4 266.7 263.3 268.5 269.1 Annual variation 16% -16% -1% 2% 0% 1) Deutek: in October 2008 it merged with Bengoss Comimpex, meaning a participation of 2-3 mio. Eur to the 2008 turnover. Starting with 2011, Deutek ceased production of adhesives and dry mortars. 2) Atlas Corporation: only production of construction materials (incl. dyes). Source: Interbiz research During 2011-2012, most dyes and varnishes manufacturers showed increases in turnovers in RON, and for 2013 they estimated an increase of sales growth rate. Also, during 2009-2010 several suppliers improved their profit margins, after in 2008 many of them showed losses, but in 2011 profit margins reduced. Market shares, by type, volume and value, 2007 - 2012 The main players on dyes and varnishes market are Fabryo, Kober, Policolor, Deutek and Daw Benta/Caparol. Kober remained the only domestic manufacturer of dye powder, after Fabryo ceased production thereof. On the segment of decorative emulsion paints, the main players are Fabryo, Policolor, Kober, Deutek and Daw Benta. They account for 63% of the market in volume and 64% in value.

District Timis Bucharest Mures Bucharest Bucharest Bucharest Maramure s

2007 13.5 1.8 19.6 26.0 13.0 2.1

2008 14.1 9.9 25.0 25.0 14.5 3.7

2009 15.7 12.8 18.7 21.0 13.7 5.0

2010 21.5 17.3 16.5 16.0 13.1 7.1

2011 22.8 18.9 17.2 11.2 14.1 9.6

2012 23.5 19.2 17.9 9.5 15.0 14.0

Market shares for decorative emulsion paints, by volume, 2007 2012: Company Fabryo 2007 14.3% 2008 17.2%
80

2009 18.2%

2010 18.1%

2011 16.2%

2012 16.7%

Company Policolor Deutek Kober Daw Benta Atlas Sarcom Druckfarben Dfa Sto Duraziv Trilak Azur National Paints Rangriz Baumit Akzo Nobel Vadova Vitex Astek Adeplast Novachrom Cesal Arcon Chimtitan Casa Lebada Loggia Henkel / Ceresit Sikkens Holchim Sniezka Others Total mil. liters Source: Interbiz research

2007 18.1% 11.1% 8.6% 8.4% 8.9% 5.1% 1.9% 2.7% 2.3% 2.7% 1.1% 0.8% 1.4% 0.3% 1.8% 0.3% 0.5% 0.5% 0.4% 0.9% 0.5% 0.5% 0.3% 0.4% 6.6% 100.0% 103.8

2008 17.4% 11.3% 10.7% 7.8% 8.0% 4.9% 2.1% 2.8% 2.4% 1.0% 1.0% 0.8% 1.1% 0.5% 1.2% 0.4% 0.7% 0.5% 0.5% 0.8% 0.4% 0.6% 0.3% 1.2% 5.3% 100.0% 111.3

2009 15.1% 11.0% 11.5% 8.4% 8.2% 5.4% 2.4% 2.3% 2.5% 1.0% 0.8% 1.0% 1.0% 0.8% 1.3% 0.8% 0.7% 0.4% 0.6% 0.4% 0.7% 0.4% 0.4% 0.2% 0.1% 1.5% 3.7% 100.0% 103.4

2010 13.0% 11.3% 11.6% 9.1% 7.8% 4.9% 2.8% 0.4% 2.5% 0.6% 2.6% 1.4% 1.0% 1.0% 1.0% 0.8% 1.2% 0.8% 0.9% 1.1% 0.6% 0.1% 0.6% 0.5% 0.4% 0.3% 0.2% 0.2% 0.7% 2.5% 100.0% 101.1

2011 13.4% 11.5% 11.9% 9.5% 6.9% 4.5% 2.7% 2.6% 2.6% 1.8% 2.4% 1.4% 1.3% 1.0% 1.0% 0.9% 1.0% 0.8% 0.7% 0.8% 0.6% 0.4% 0.4% 0.5% 0.4% 0.3% 0.2% 0.2% 0.2% 0.2% 1.7% 100.0% 104.7

2012 13.9% 12.0% 10.8% 10.2% 5.9% 4.3% 2.6% 2.7% 2.6% 2.4% 2.2% 1.2% 1.1% 1.1% 1.0% 1.0% 0.9% 0.8% 0.6% 0.7% 0.8% 0.8% 0.5% 0.4% 0.4% 0.3% 0.2% 0.2% 0.2% 0.1% 1.4% 100.0% 108.4

Volume of decorative emulsion paints market was of 108.4 million liters in 2012, an increase by 4% compared to 2011, when it showed a volume of 104.7 million liters. On this segment, the highest market share was held by Fabryo, with 17%, followed by Policolor with 14% and Deutek with 12%.

Market shares for decorative emulsion paints, by value, 2007 2012:

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Company Fabryo Policolor Deutek Kober Daw Benta Atlas Sarcom Druckfarben Dfa Sto Duraziv Trilak Azur National Paints Rangriz Baumit Akzo Nobel Vadova Vitex Astek Adeplast Novachrom Cesal Arcon Chimtitan Casa Lebada Loggia Henkel / Ceresit Sikkens Holchim Sniezka Others Total mil. Eur Source: Interbiz research

2007 14.2% 18.1% 11.9% 6.7% 8.8% 12.1% 3.9% 1.9% 3.7% 2.0% 2.0% 0.8% 0.6% 1.3% 0.5% 1.2% 0.3% 0.6% 0.5% 0.4% 0.9% 0.4% 0.5% 0.5% 0.4% 5.8% 100.0% 127.8

2008 17.4% 17.6% 11.9% 8.2% 8.2% 10.4% 3.7% 2.0% 4.2% 2.2% 0.7% 0.7% 0.6% 1.0% 0.8% 0.8% 0.4% 0.8% 0.5% 0.4% 0.8% 0.4% 0.6% 0.4% 0.5% 4.8% 100.0% 137.6

2009 19.2% 16.0% 11.6% 9.3% 8.5% 9.9% 4.0% 2.2% 3.8% 2.2% 0.7% 0.5% 0.7% 0.8% 1.4% 0.9% 0.7% 0.8% 0.1% 0.5% 0.4% 0.7% 0.3% 0.4% 0.3% 0.1% 0.6% 3.4% 100.0% 111.1

2010 19.3% 14.0% 12.0% 9.8% 9.2% 9.5% 3.6% 2.5% 0.4% 3.7% 0.5% 2.2% 1.0% 0.6% 0.6% 0.8% 1.4% 0.8% 0.7% 0.8% 0.8% 0.5% 0.3% 0.6% 0.3% 0.4% 0.3% 0.3% 0.1% 0.6% 2.4% 100.0% 106.9

2011 17.6% 14.1% 12.5% 10.3% 9.7% 8.3% 3.3% 2.5% 2.4% 3.7% 1.3% 2.1% 1.0% 0.8% 0.7% 0.9% 1.4% 0.7% 0.7% 0.6% 0.6% 0.5% 0.3% 0.3% 0.5% 0.3% 0.3% 0.3% 0.3% 0.1% 0.2% 1.7% 100.0% 112.1

2012 17.4% 14.9% 13.3% 9.4% 10.6% 6.8% 3.2% 2.4% 2.3% 3.8% 1.8% 2.0% 0.9% 0.7% 0.8% 0.9% 1.7% 0.6% 0.7% 0.5% 0.5% 0.6% 0.7% 0.4% 0.4% 0.3% 0.3% 0.2% 0.3% 0.2% 0.2% 1.2% 100.0% 108.4

The value of decorative emulsion paints market was of 108.4 million Eur in 2012, showing a slight 3% decrease compared to Eur 112.1 millio in 2011. On this segment, the highest market share was held by Fabryo, with 17%, followed by Policolor with 15% and Deutek with 13%.
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Structure of sales, by type of dyes and varnishes and by distribution channels, 2009 - 2011 Due to their characteristics, decorative dyes and plasters are used especially in construction of buildings, both residential (housing), and non-residential (offices, hotels, stores, warehouses, industrial buildings, power plant buildings) and they show a high demand from construction companies activating in these sectors.
Sales of dyes and varnishes, on distribution channels, 2011
Others 5% Direct 20% Distributors 52%

DiY 23%

Source: Adeplast Generally, decorative emulsion paints for indoor and outdoor use are commercialized in 2,5 15 liters boxes. Enamels and varnishes for retail trade are specially packaged in 0.75 liters boxes, and decorative plasters in 25-30 kg buckets. Approximately 23% of paints are sold through DIY networks, this channel showing the most dynamic growth.

1.4. Main activities Introduction The Issuer is a leading Romanian manufacturer and distributor of building materials for finishes which produces and/or distributes the following: Adhesives and dry mortars: adhesives, polishing plaster coats, joint mortars, plastering mortars, masonry mortars, renovating plasters, floor screeds. Polystyrene: expanded polystyrene; extruded polystyrene; polystyrene beads. Decorative paints and coatings: paints, primers, priming paints.

The manufacturing activity of the Issuer is deployed in three industrial sites with strategic geographical position, namely:

83

Oradea, 3 Uzinelor Street, Bihor County. The industrial site is located 50 meters far from the ring road from Oradea Municipality and 250 meters from Oradea - Budapest Road and includes a dry mortar factory, a decorative paints and coatings factory and an expanded and graphite reinforced polystyrene factory. The site serves the western part of the country and foreign markets such as Hungary, Austria and Germany. Ploiesti Corlatesti village, no. 214, Berceni Commune, Prahova County. The industrial site is located 500 meters far from the highway Bucharest - Ploiesti and from Ploiesti Municipality Ring Road and includes a dry mortar factory, a decorative paints and coatings factory and two polystyrene factories. The site serves the south of the country, the deliveries to countries in southern Europe and other markets such as Lebanon. Roman - Cordun village, Cordun Commune, 1 Adeplast Street, Land no. 51 022, Neamt County. The industrial site is located 1 kilometre far from Roman city and includes a dry mortar factory and an expanded and graphite reinforced polystyrene factory. The site serves the entire eastern and north-eastern part of the country and customers in the Republic of Moldova and Ukraine.

The three industrial sites where the Issuer operates effectively cover the national territory and represent a solid structure for future expansion to other markets. The position of these sites provides the Issuer a competitive advantage through a flexible transport strategy that allows low transport costs and higher readiness as compared to the competitors with one production site in Romania.

Source: Adeplast

Products and manufacturing facilities The main indicators of Adeplast manufacturing facilities are listed below:

84

Oradea Site The factory Description The oldest factory of the company. Extended in 2011 with a new line of sand drying and other equipment Fully automated operation, the entire production capacity is operated by 5 employees New and very modern investment that produces both expanded polystyrene and graphite reinforced polystyrene Capacity/year 250,000 tons/year 20,000 tons/year 700,000 cubic meters/year Opening Investments (mil. EURO) 3.98

Dry mortars

2004

Coatings and paints Expanded and graphite reinforced polystyrene

2008

4.09

2013

3.14

Ploiesti - Corlatesti Site The factory Dry mortars Expanded polystyrene Description Extended and developed in 2010, 2011 and 2012 The first polystyrene production facility of the company The production line was purchased from Zentyss under the finance lease contract no. 30031219 concluded with UniCredit Leasing and included in the description in Section 1.9 (Important contracts), paragraph D.1 (lease contracts concluded with UniCredit Leasing) Capacity/year 450,000 tons/year 700,000 cubic meters/year Opening 2008 Investments (mil. EURO) 13.02

2011

3.95

Graphite reinforced polystyrene

150.000 meters/year

2012

0,82

Coatings and paints

New investment launched in 2013

20,000 tons/year

2013

3.85

Roman Cordun Site The factory Dry mortars Expanded and graphite reinforced polystyrene Description New investment launched in 2013 New and very modern investment that produces both expanded and graphite reinforced polystyrene Capacity/year 450,000 tons/year 700,000 cubic meters/year Opening 2013 Investments (mil. EURO) 12.43

2013

3.68

85

The company owns a fleet of its own, consisting of 42 Volvo trucks, 39 trailers, semi-trailers and trucks, 3 vans and cars for the sales force (14 Dacia Duster, 18 Skoda, 3 Dacia Sandero). The main activity of the Issuer according to NACE (NACE code 2364) is the production of mortar. The main activities of the Issuer are listed below: Production of adhesives and dry mortars, namely raw and auxiliary materials supply, manufacturing products, packaging the finished products on the production lines in bags, bulk or small packing and storage of the finished products packaged in bags and small packing.

Adhesives and dry mortars production (`000 tons) 300 250 221 215 259 266 276

200
150 100

50
0

2008
Source: Adeplast

2009

2010

2011

2012

In 2010-2012 the volume of production activities for adhesives and dry mortars in Oradea and PloiestiCorlatesti industrial sites increased by 7%, from 259,000 tons in 2010 to 276,000 tons in 2012. The production facility on Roman site was opened in March 2013. The total production capacity for the three factories is 1,150,000 tons per year, ensuring sufficient capacity for future expansion of the business but also the possibility to cover the demand in the peak months of activity in construction which is an essential element for the customers. The production of heat-sound-proof products made of expanded polystyrene, namely the supply of raw and auxiliary materials required in the manufacturing process, tracking the volume changes of the preswollen polystyrene beads under the action of steam pressure and temperature (pre-swelling), silage of pre-swollen polystyrene beads, pressing-casting operations to obtain polystyrene in the form of blocks, blocks cutting operations into polystyrene plates with different thicknesses achieved by the electric cutting machine, complete recycling of the non-corresponding products reintroducing them into the technological circuit, waste shredding activities, packaging, marking, labelling operations. The polystyrene production of the company started in September 2011 with the opening of the first manufacturing facility on Ploiesti site. In 2011-2012 this activity has seen a significant increase; the volume of expanded polystyrene production was three times higher in 2012 compared to 2011. In 2012 the Issuer leased the production lines for expanded graphite reinforced polystyrene boards owned by the

86

company Zentyss in Buzau and in 2013 it opened two other expanded and graphite reinforced polystyrene manufacturing facilities in Oradea and Roman.

Production of decorative paints and coatings, namely the introduction of raw materials in silos, management of the access to the manufacturing recipes, manufacturing of the accessed products and treatment activities for the water entering the system; colouring washable interior and exterior decorative paints and coatings, namely: supply with raw and auxiliary materials, tinting and dosing dyes operations, using the software installed on the mixing machines in order to mix the raw materials quantity. In 2012 the volume of decorative paints and coatings production activities on Oradea industrial site was 2.400 tons, the total production capacity getting increased to 40.000 tons in 2013 due to the new fully automated investment launched in August 2013. Starting 2013 Adeplast has the right to use Dfa brand exclusively in Romania and Bulgaria. Adeplast secondary activities include: Providing services: providing services in constructions for natural and legal persons, transport and other activities: Research and design: laboratory research and testing activities, development of new products, improvement of recipes. Internal and external trade: trade with building materials, wholesale of construction machinery, intermediation in the intermediate trade with industrial machinery and equipment.

Another competitive advantage of the company is the use of cutting edge technology and automation of production facilities which results in increased productivity per employee as compared to its main competitors, allowing a flexible pricing policy adapted to the market requirements. We present below Adeplast sales per employee for the main competitors (in thousands of Euros):
300 268

250
200 150 100 50 119

209

198

90

95

0
2009 Adeplast 2010 2011

Median Top 13 Competitors

Source: Adeplast

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Customers and distribution channels The company has a very balanced structure of the distribution channels, including: Wholesalers Warehouses Do-it-yourself stores: Dedeman, Praktiker, Baumax, Bricostore, Ambient, Hornbach, Mr. Bricolage. Retailers

The wholesalers are the most important distribution channel of the Company with an average share of 40% of the total sales for the period 2010-2012. The warehouses are the second largest distribution channel of the Issuer, representing approximately a quarter of the total sales for the period 2010-2012. The sales to the do-it-yourself stores have slightly fluctuated from 21% in 2010 to 18% in 2011 and 23% in 2012. The sales to retailers accounted for 12% of the total sales in 2010, 15% in 2011 and 13% in 2012. The structure of the after sales distribution channels in the last three years is presented below:
100% 12% 80%

15%
18%

13%
23%

21%

60%
26% 40% 26% 25%

20%

41%

41%

39%

0%
2010 Wholesalers Depots 2011 Key Accounts 2012 Retail Stores

Source: Adeplast Adeplast holds a diversified customer database. There is no dependence on a small number of major customers. Thus in the period 2010-2012 the sales to the top 10 customers of the Issuer represented a percentage of only 28% -35% of the total sales of the company. We show below the sales in thousands of Euros for the first ten customers and for the rest of the company's customers:

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50.000

40.000
30.000 20.000 27.045

20.843

24.254

10.000
9.448 2010 2011

9.366

14.348
2012

Top 10 Clients

Others

Source: Adeplast In 2012 the company's sales structure according to the customers size was as follows: Suppliers Adeplast Company has a balanced and diversified suppliers database with the top 10 suppliers accounted for 53% -64% of the total purchases from suppliers in the period 2010-2012. The Issuer's leading suppliers are producers of raw materials (mainly cement producers) or fuel suppliers, such as Holcim SA, Rompetrol Downstream STL, Synta and Dow Europe. Product Portfolio The Issuer is currently producing over 50 types of building materials. Starting from the initial production of adhesives and dry mortars the Issuers products range was extended over time with thermal systems, decorative paints and coatings and products for thermal and acoustic insulation such as expanded polystyrene, extruded polystyrene and glass wool. Adhesives, plasters and dry mortars The adhesives are used for laying wall tiles and absorbent and poorly absorbent floor tiles indoor, in dry areas with no excessive humidity and heat, on rough and stable supports (cement and lime plaster, brick, and concrete, cement screeds, etc.). The polishing plaster coat is used for finishing interior surfaces without excessive moisture which are made of concrete, lightweight concrete, cement-based dry coatings, cement-lime, and plaster boards. It is designed to obtain very fine and smooth surfaces before they get painted or oil painted. The ingredient Porus X developed specifically for the Issuer's product portfolio improves the systems performance and defines specific qualities, provides increased permeability to water vapours and increased the life span of the finished surface.
89

Large customers (> 1.0 million EUR/customer): 35% Medium customers (0.1-1.0 million EUR/customer): 43% Small customers (<0.1 million EUR/customer): 22%

Mortars are building materials consisting of a mixture of lime, sand, water, cement or gypsum and so on which are used as a link between solid building materials. Main products: adhesives for ceramic tiles used for laying wall tiles and wall tiles indoor, in dry areas with no excessive humidity and heat, on rough and stable mineral substrate (cement and lime coating, brick, concrete, cement screeds, etc.); joint mortars used for filling joints with maximum width of 2-6 mm between the ceramic tiles, floor tiles, marble, natural stone (except the stone subject to yellowing ) granite floor tiles, porcelain tiles for indoor or outdoor works, exposed to temperatures between -20 C and +80 C in wet or dry environments; masonry mortars used to build buildings with blocks of concrete, blocks of lightweight concrete, bricks or to build glass brick walls. Also the monolithization mortars are used for anchoring the machine foundation, the metal and concrete poles and for anchoring the supporting parts of the metal structures and equipment; coating mortars are used for finishing works of rough coatings before laying the polishing plaster coat or other finishes inside or outside the buildings, for finishing rough coatings or for repairing plaster cracked and uneven rough coatings; polishing plaster coats for finishing walls used to finish the interior surfaces without excessive moisture which are made of concrete, lightweight concrete, cement-based dry coatings, cementlime, and plaster boards. It is used to obtain very fine and smooth surfaces before they get painted or oil painted; screeds and industrial floors (self levelling screeds, cement screeds for interior and exterior, construction sand) are used to equalize the inner and outer surfaces for repairing or embedding in concrete small spaces. The sand used in constructions is used to repair the coating mortars, screeds, masonry mortars, by the addition of cement and/or lime

The adhesives and dry mortars market has declined slightly in 2010-2012, but the Company has increased its market share in this main product category from 17.4 % in 2010 to 19.2% in 2012.

90

1600 1400 1200

19,2%

19,5% 19,0% 18,5%

`000 tons

1000 800 600 400 200 0

17,4%

17,6%

18,0% 17,5% 17,0%

1.404
2010 Market Size

1.407
2011

1.401
16,5%

2012

Adeplast Market Share

Source: Adeplast Thermal insulation materials Polystyrene thermal insulation materials are a global solution for the efficient thermal insulation of buildings or for the safe packaging of products. The thermal insulation material is expanded and processed in blocks of foam, panels and moulded parts. The thermal insulation materials are used as thermal insulation panels for ventilated facades and ETICS system (external thermal insulation composite systems) facades. Main products: fireproof expanded polystyrene sheets shaped as thermal insulation panels used in areas with high static load, terraces, under floor with medium and heavy traffic and for cold rooms floor; injected expanded polystyrene perimeter boards used to insulate walls and floors within heated spaces which are near to the soil. The tiles are manufactured using injection machines EPS; one side of the surface is provided with grooves for drainage with rhomboid structure; rock wool/mineral wool is a safe, effective and accessible means of insulation, providing both noise and fire protection and energy saving advantages, having all representative insulation characteristics and mechanical properties. The excellent thermal insulation properties can reduce heating and cooling costs of housing; expanded polystyrene beads with and without additives are used for plinths and floors, the space between floors, roofs and wooden floors, for direct bonding of flooring materials, plinths and floors, the space between floors, wooden roofs and floors, insulation of bridges that are not walked on and insulation of tarred roofs.

In 2010-2012 the expanded polystyrene market has grown significantly registering 4.251 million cubic meters in 2012 compared to 3.831 million cubic meters in 2010. At the same pace of market growth the Company increased its market share in the expanded polystyrene segment by 8 percent registering a market share of 10.1% in 2012.

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4.500
4.000

10,1%

12,0% 10,0%
8,0% 6,0% 4,0%

'000 cubic metres

3.500 3.000

2.500
2.000 1.500

1.000
500 0 2010 Market Size

1,9% 0,0% 3.831

2,0%

3.673
2011

4.251
0,0% 2012

Adeplast Market Share

Source: Adeplast In addition to its own products the Company distributes products for thermal and acoustic insulation such as mineral wool and extruded polystyrene. Decorative paints and coatings Decorative coating is structured, relief texturized, ready to use, made of synthetic resins diluted with water. It is washable, elastic, flexible, waterproof, vapour permeable, resistant to scratches and impact, highly resistant to aggressive environmental factors such as rain, humidity, temperature variations, solar radiation, pollution, etc. The decorative structured coatings are used for decorative and special effect finishes for interior and exterior works. They can be easily applied to any type of mineral surfaces: coatings, polishing plaster coats, concrete, masonry or plaster boards, in a single layer. The surfaces the coating is applied on should be dry, dedusted, flat and supporting. Any knobs will be removed. The inhomogeneous surfaces showing oily substances or otherwise which could form a harmful film between the material and the support should be treated accordingly Main products: the decorative structured coatings are used for decorative and special effect finishes for interior and exterior works. They can be applied to any type of mineral surfaces: coatings, polishing plaster coats, concrete, masonry or plaster boards, etc. The products are delivered already coloured by the manufacturer according to the option of the beneficiary, on the basis of the colour chart of the Issuer or they are delivered white and will be tinted before application using colouring pastes;

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the decorative silicone coatings are washable, elastic, flexible, waterproofing with hydrophobic properties, vapour permeability, scratch and impact resistant, highly resistant to aggressive environmental factors such as rain, humidity, temperature variations, solar radiation and pollution. They are used for decorative coatings and finishes with great effect in interior and exterior works. They can be applied to any type of mineral surfaces: coatings, polishing plaster coats, concrete, masonry, plaster boards but are also recommended for historic buildings and monuments. The product is delivered already coloured by the manufacturer according to the option of the beneficiary, on the basis of the colour chart of the Issuer or it is delivered white and will be tinted before application using colouring pastes; white paints based on dispersion used to paint all interior mineral supports based on lime, limecement, lime plaster, plaster, concrete, and to cover areas that were processed with dispersion paints or applied wallpaper with the necessary supporting capacity in order to ensure a finish with a high degree of white. White paints are designed especially for high productivity finishing of interior surfaces of the civil engineering; primers, bonding used to treat mineral supports and aiming at reducing and homogenizing their absorption capacity in case of supports with local repairs and to control absorption and improve adherence

In the period 2010-2012, the paints and decorative coatings market has slightly increased at a compound annual growth rate of 3%. The market share that the Company held on the paints and kits segment has decreased slightly from 1.1% in 2010 to 0.7% in 2012.
120
100

1,1%

1,2%
1,0%

0,8%
'000'000 litres
80 60 40 20

0,7%

0,8% 0,6% 0,4% 0,2%

101
0

105
2011

108
0,0%

2010 Market Size

2012

Adeplast Market Share

Source: Adeplast In the first quarter of 2013 the Issuer has concluded a sale-purchase contract with Dfa Tec SRL for stocks and a sublicense agreement for the brand Dfa owned by Meffert AG Farbwerke, to manufacture and sell Dfa products Romania and Bulgaria. At first, the premium Dfa brand products will be imported from Germany from the factories of Meffert group and in return, the Issuer will manufacture for Meffert under a private brand mortars, adhesives and polystyrene for Germany, Hungary and Ukraine markets. Dfa products will be manufactured by the Issuer in the paints and decorative coatings factory in Oradea and Ploiesti-Corlatesti. The main categories of Dfa brand products are the following:

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Paints for interior / exterior used for: painting all interior mineral supports based on lime, lime-cement, lime plaster, plaster, concrete; painting all new exterior mineral supports based on cement and coated; renovation of the surfaces coated with dispersion paints or coatings; covering areas that were processed with dispersion paints or wallpapered. Primers used for: treatment of mineral supports in order to reduce and homogenize their absorption capacity adjustment of absorption in order to improve adherence removing the paint drying with stains Silicone for renovation Decorative coatings used for decorative coatings and finishes with great effect in interior and exterior works Dry mortars and polystyrene used for:

thermal and acoustic insulation works using expanded and extruded polystyrene for facades and for bonding polystyrene or rigid polyurethane ornaments inside or outside the buildings; finishing works for the mineral coatings based on cement and cement-lime on the exterior or interior, as well as for other mineral supports. 1.5. Finishing and filling polishing plaster coats Glazes and lacquers used for varnishing wooden furniture, doors, wall panels, etc. Mould prevention products. Information on trends

I. The most important event that is expected to influence the future development of the Company is the implementation and launch of the project for the construction of rock wool production facility in Corlatesti - Ploiesti site. The Project is expected to have a remarkable positive impact on the financial results of the Company. The project involves the construction of a factory for the production of rock wool, the supply of the necessary infrastructure and facilities (electrical and mechanical) and the acquisition and installation of equipment for the manufacture of rock wool. This issue is addressed separately in Part II of this Prospectus (Information about the Offering), paragraph 6.1 (Grounds of the Offering and use of funds resulting from the Offering). The project described above will be funded from the funds obtained from the Offering described in this document and bank financing. II. The Issuer has applied for funding under the State aid scheme established by the Government Decision No. 1680/2008 whose objective is regional development by stimulating investment and creating new jobs. It provides regional state aid in all fields, except for those exempted by the European Commission Regulation no. 800/2008. According to the Issuer as provided in the G.D. No. 1680/2008 the State aid scheme is applicable to the Issuer, as the targeted investment will be made in Romania on the land area of about 5 ha located in Berceni, Corlatesti village, Prahova county and represents an initial investment falling between 10 and 20 million Euros, the equivalent in lei and creates at least 100 new jobs as a result of the initial investment. The investment includes the additional infrastructure required for the project (e.g. utilities).
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According to the estimates of the Issuer the project will generate 115 new jobs starting with January 2015 necessary for the production process in order to produce rock wool. According to the estimates in the general estimate of the Issuer the total investment amounted to 19,468 thousand Euros of which the state subsidy in the State aid scheme is of approximately 7.3 million, representing 37% of the total value of the project. The Issuer has submitted an application in July 2013 in order to be granted the State aid, accompanied by the appropriate documentation. After obtaining the financing agreement, the Issuer is obliged to inform the Ministry of Finance annually for 5 years after the completion of the investment, reporting on meeting the target indicators established in the implementation period by the GD 1680 (the most important being the amount of contributions to the state budget and local budgets for the project undertaken in the submitted application). If the application for the State aid is approved the Company will allocate a part of the funds raised from the Offering described in this document for brands purchasing contracts and customer portfolios purchasing contracts from companies operating in the Issuers industry market and for the optimization of the working capital. 1.6 1.6.1 Neopor In 2012 BASF, the world's leading chemical group has concluded a partnership with Adeplast through which the company can use Neopor trademark of BASF Company in Romania, Hungary and the Republic of Moldova on Adeplasts own products created based on Neopor. More specifically, under this contract all packages with expanded graphite reinforced polystyrene based on Neopor of Adeplast company and that Adeplast company markets under the name "GrafiPlast" will bear the message "Made of Neopor, provided by BASF" or the message "Neopor, provided by BASF"; in both cases this is a certification of the raw materials used to produce them and an emphasis on the partnership with BASF group. The contract with BASF is valid for five years and can be automatically renewed for a period of 1 year. The expanded polystyrene (in short EPS) was discovered over 60 years ago by BASF Group, a leader in the chemical industry. Under the brand Styropor that BSF owns the EPS is the global solution for efficient thermal insulation of buildings or for safe packaging of products even today. In 1995 BASF has obtained the patent for Neopor, a new range of products with which BASF company continued and improved the performance of Styropor range. The new insulation material is expanded and processed in blocks of foam, panels and moulded parts. Graphite has been added into the raw materials mixture of Neopor. It absorbs and reflects heat radiation and improves the EPS insulation performance by up to 20%. Neopor consists of tiny black polystyrene (EPS), beads containing an expansionagent; this unique raw material is then processed into insulation materials for a wide range of applications. The insulation materials made of Neopor provide a higher thermal capacity and a raw material consumption capacity of up to 50 % less than the conventional EPS. Thus the products have a lower impact on the environment and a lower price for the final consumer. Neopor organic materials contain air cells that guarantee the preservation of the technical conductivity along the life span of a building. The insulation materials made of expanded polystyrene (EPS) with Neopor beads are resistant to aging and Research and development, new products Products

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degradation, as well as very strong and size stable. Due to these properties Neopor systems provide long lasting insulation and permanent safety. Adeplast products GRAFIPLAST with Neopor are presented in two compressive strength variants: EPS80GR and EPS100GR. They are used as heat thermal insulation panels for ventilated facades, ETICS system facades (external thermal insulation composite systems). Cutting thickness [mm]: in accordance with SR EN823 standard, the plates can be cut at 20, 30, 40, 50, 60, 70, 80, 90, 100, 110, 120, 130, 140, 150, and 160 +/- 2 mm. PorusX Adeplast launched on the Romanian market an innovative range of products containing the ingredient PorusX specially designed for the special features it provides the products with. Thus, this ingredient has the ability to waterproof keeping the surface porosity but significantly reducing water absorption. PorusX ingredient found exclusively in ADEPLAST professional range of products provides definitive properties that individualize this range of products as compared to other products on the market: Water resistance: the products provide the hydrophobization of the surfaces they are applied on (the pearl effect); Increased permeability to water vapours: walls breathe; Durability increases the lifespan of the surface.

Range components: AERIA STONE with PORUS X; AERIA with PORUS X - INTERIOR PAINT; AERIA with PORUS X EXTERIOR PAINT; AERIA PLAST with PORUS X DECORATIVE COATINGS; Gypsum and cement-based polishing plaster coats. Dfa In the first quarter of 2013 the Company concluded a sale-purchase contract with Dfa Tec SRL for stocks and a sublicense agreement for the brand Dfa owned by Meffert AG Farbwerke in order to manufacture and sell Dfa branded products on the markets in Romania and Bulgaria. At first the premium Dfa brand products will be imported from Germany from Meffert factories and in return the Issuer will manufacture for Meffert under a private brand mortars, adhesives and polystyrene for markets in Germany, Hungary and Ukraine. Adeplast received the trademark license for the international brand Dfa no. 847642, under a sub license agreement signed by Adeplast with Dfa Tec SRL on February 28, 2013. The license is exclusive, limited to the markets in Romania and Bulgaria and granted for a period of 3 years (i.e., until March 1, 2016). After the expiration of this sub-license, Adeplast will be able to use Dfa brand exclusively in the same areas (Romania and Bulgaria) for an indefinite period under the license agreement concluded
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with Meffert AG Farbwerke on February 28, 2013 and that will become effective on the expiry of the sub-license. Dfa products will be produced by the Issuer in the decorative paints and coatings factory in Oradea and Ploiesti-Corlatesti The main Dfa brand categories of products are listed on page 92 above. 1.6.2 Quality control and research and development

The Issuer has implemented an integrated management system in accordance with ISO 9001, ISO 14001 and OHSAS 18001 standards. The Company has the necessary infrastructure to manufacture products that comply with the requirements prescribed (data sheets, standards, legal regulations, etc.), whose preventive maintenance is performed according to the annual maintenance plan. The main documents for the manufacturing process control are: the Product standards and the Product sheets that basically establish the technological processes. Inspections and tests to be performed during the process are included in the procedureMonitoring and Measurement of the Company. During the manufacture the product flow verification is performed in laboratories under the Verification program for finished goods/raw materials. Only properly trained personnel who have received theoretical and practical training operate at every workplace so that they may work accordingly. Operational control over activities that have or may have an impact on environment/occupational health and safety supposes compliance with the work instructions and provisions of SSO - SU at the workplace. The highly automated production process helps to maintain the quality standards in terms of operating expenses, maintenance and little repairs. The company has its own laboratory with the latest equipment in the field of testing building materials for performing a full range of specific physical and mechanical tests. In the physical and mechanical testing laboratories on the three sites of the Company the quality of raw materials and manufactured products is controlled; research and development activities are performed for the development of the products portfolio as well as for the improvement of their physical, chemical and mechanical features in view of increasing products performance and workability. Laboratory analyzes are performed according to the analysis methods provided by the current standards. The laboratories that control dry mortars are equipped with the necessary equipment to perform analyzes and to ensure products quality: Electronic Scale: KERN; Tensile tester with compression and bending: CONTROLS; Device for determining adherence: DYNATEST; Ovens: ITM AMIRO; HERAEUS; Freezer: ARCTIC; Apparatus for the determination of dimensional changes; Mixer for wet mortars: Italia; Mixer for dry mortars; Device for determining bending strength: TONINDUSTRIE; Device for determining resistance to shock: NUCLEON; VICAT apparatus, Italy;
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Set of sieves and screens with sieving machine ANALYSETTE; Mass shock: Italy; Mass vibrant: TONI TECHNIK; Spreading mass: TESTING; Device for determining abrasion resistance: Italy; Thermometers; Analytical balance KERN; Ultrasonic bath, Germany; PH meter, Germany; CLIMACEL climatic chamber; Device for determining the air included into the mortars TESTING Germany.

The physical and mechanical testing laboratories perform tests and analyses for dry mortars, both for raw materials and finished product. Raw materials control includes the following: Cement, iron, lime, calcite: grain size analysis using sieves, Plaster: consistency analysis using Vicat tester; Wet sand: moisture analysis using the moisture analyzer.

All laboratories of the company have the necessary equipment to check raw materials. The flow check is performed on all products containing gypsum for each manufactured batch. All laboratories are equipped with the necessary equipment to achieve consistent water (scattering mass), grain size analysis (sieves and screening device), consistency analysis (Vicat tester) that are characteristic for gypsum based products. All finished products are tested according to the Test programs. The products are checked based on the determinations: the batch, monthly, quarterly, half-yearly or annually. For the control of the expanded polystyrene the control measurements are performed according to the Test programs and the quality of both raw materials and finished products is controlled. The control measurements performed in the laboratory are the following: Thickness; Length; Width; Perpendicularity; Flatness; Resistance to bending; Tensile strength perpendicular to the sides; Compressive strength at 10 deflection %.

The laboratories are equipped with the necessary equipment to perform analyzes and the assure products quality: Universal testing machine 5kN, M350-5CT, Tecnoservice; Mechanical dial comparator, UMF Bucharest; Metal square; Calibration weights for verifications, Hirsch Gruppe; Work weighs; Technical balance Kern, Germany.

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For the control of the decorative paints and coatings the control measurements are performed according to the Test programs. The quality of the raw materials and finished products is controlled. The control measurements performed in the laboratory are the following: density; pH; viscosity; open time; extended open time; initial bonding; bonding after the water immersion; bonding after the heat action; bonding to high temperature; thermal conductivity; water vapour permeability; water absorption; sustainability.

The laboratories are equipped with the necessary equipment to perform analyzes and to assure products quality: - Rotational viscometer BROOKFIELD; - Electronic Scale KERN, Germany; - Stainless steel pycnometer ERICHSEN, Germany; - Digital thermometer -50C +200C, Precision; - Digital pH meter, HANNA instruments; - Electronic scale, METTLER-TOLEDO, Switzerland; - Spectrophotometer, DATACOLOR; - Light cabin with Daylight light; - Test kits incubator; - Cooling bath, CLIFTON; - Hygrometer.

The constant checking of raw materials and finished products in their own laboratory assures the maintenance of high quality standards. The Issuer has extended his research and development activity starting with September 2, 2013 by creating a specialized department. The investment in this project will reach about 200,000 Euros. Due to this department Adeplast company will improve its products and achieve savings in recipes. New products will also be developed that will lead to the development of the company's activity. 1.7 Patents and licences BASF, the world's leading chemical group, has concluded a partnership with Adeplast in 2012 according to which the Company may use Neopor brand in Romania, Hungary and Moldova. Under this contract all Adeplast expanded graphite reinforced polystyrene packages based on Neopor will bear the message Made of Neopor, provided by BASF or the message Neopor, provided by BASF as a certification of raw materials used to produce them and as an emphasis of the partnership with BASF group. In the first quarter of 2013 the Issuer took over the production license of Dfa paints German brand owned by Meffert, to sell products on the markets of Romania and Bulgaria. The brand licensed by Adeplast Company under the sublicense contract concluded by Adeplast Company with Dfa Tec SRL on February 28, 2013 is the mark no. 847642, registered internationally. The license is held for a period of
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three years, i.e., until March 1, 2016 and is awarded exclusively. The licensing fee consists of fixed amounts (including an annual sum for the use of the brand for dry p roducts) and a variable annual amount calculated by applying a percentage on the turnover achieved by Adeplast company from the sales of wet products under Dfa brand without the latter being inferior to 100,000 + VAT (for the years 2014 and 2015). After the expiry of the sub-license from Dfa Tec SRL Adeplast company can continue using Dfa brand exclusively, in the same areas (Romania and Bulgaria), for an indefinite period under the license agreement concluded with Meffert AG Farbwerke on February 28, 2013 that will become effective on the expiry of the sub-license. The license fee will consist of a fixed annual sum for use of the brand for dry products and a variable annual sum calculated by applying a percentage on the turnover achieved by Adeplast Company from the sales of wet products under Dfa brand without this amount being inferior to 100,000. At first, the premium Dfa brand products will be imported from Germany from the factories of Meffert group and in exchange the Issuer will manufacture for Meffert under private brand mortars, adhesives and polystyrene for the markets in Germany, Hungary and Ukraine. Dfa products will be manufactured by the Issuer in the decorative paints and coatings factory in Oradea and Ploiesti-Corlatesti. The Company has concluded a brand and know how license agreement with Schomburg GmbH & Co. KG (Schomburg GmbH) in July 30, 2013. Under this agreement the Company receives from Schomburg the license to use know-how in order to manufacture products under Schomburg brands and to sell them to customers in Romania. License fees payable by the Company are the brand license fee amounting to 3% of the annual turnover accruing to Schomburg products and the fee for the manufacture of products based on the know-how granted by the licensor, according to net turnovers achieved by the company with the licensed products. The two fees should sum a minimum of 25.000 Euro per year. The agreement states the Company's obligation to pay 25.000 Euro for each case of agreement breach. There is also the possibility that Schomburg terminates the agreement (with 3 months notice) if the turnover agreed for one calendar year is not achieved. The agreement is concluded for an initial term of 5 years.

Trademarks, drawings and domain names Trademarks The Company owns 23 trademarks registered nationwide at the State Office for Inventions and Trademarks (OSIM) and 3 trademarks registered at Community level at the Office of Harmonisation for the Internal Market (OHIM). The Company has filed for registration with OSIM other 7 national trademarks, brands that are in various stages of registration. Among the trademarks registered by the Company nationwide we mention the following relevant trademarks for the activity of the Company: Combined trademark including the word Adeplast no. 036811

i.

The trademark was filed for registration on May 13, 1999 and registered on behalf of the Company for products and services in Classes 2 (Walls paints), 19 (Building materials, mortars, polishing plaster
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coats), 35 (Commercial business, import-export, publicity and advertising) and 39 (Merchandise packaging, storage and distribution). OSIM decision no. 1025550 registered with the OSIM General Registry on June 4, 2009, decided to renew the trademark for the same classes of goods and services, the renewed protection term for the trademark being 10 years starting from May 13, 2009.

ii.

Combined trademark including the word Aeria no. 121617

The trademark was filed for registration on May 28, 2012 and registered on behalf of the Company for products and services in Classes 2 (Dyes, lacquers and paints, rust preservatives and wood deterioration; painting materials, mordants, hard natural resins; metal foils and foils and powders for painting, decorations, printing and art ), 19 (Non-metallic building materials, asphalt, pitch and bitumen, nonmetallic transportable buildings) and 35 (Publicity, Business management and administration, office works). The trademark protection term is 10 years from the date of filing for registration with OSIM.

iii.

Combined trademark including the word PorusX no. 121682

The trademark was filed for registration on May 28, 2012 and registered on behalf of the Company for products and services in Classes 2 (Dyes, lacquers and paints, rust preservatives and wood deterioration; painting materials, mordants, hard natural resins; metal foils and foils and powders for painting, decorations, printing and art ), 19 (Non-metallic building materials, asphalt, pitch and bitumen, nonmetallic transportable buildings) and 35 (Publicity, Business management and administration, office works). The trademark protection term is 10 years from the date of filing for registration with OSIM. Drawings The Company owns an industrial model named Siloz Mobil Mobile Silo registered nationwide with OSIM under the no. 018049, with the protection term August 27, 2007 August 27, 2017. The Company has also filed for registration with OSIM by the application for registration dated February 25, 2013 another 4 models, all regarding the graphics the on products packaging. The application for registration of such models is being examined by OSIM. Domain names According to the public information in .ro (ROTLD) domain names register, SC Multistar Prod SRL (the former name of the Company) owns the domain name adeplast.ro, registered with ROTLD Register on January 25, 2005. Other intellectual property rights Software technology The company uses ERP software for the primary management and software technology for managing the programmable equipment in each factory. Know-how

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The company uses unpatented technology (know -how) in the business and has taken measures to ensure the protection of this know-how. These measures consist in inserting a confidentiality clause in the individual labour contract and certain provisions included in the Company's internal rules for the same purpose. 1.8 Permits and environmental issues 1.8.1 General issues related to the permits of the Company

In accordance with the applicable legislation and depending on the scope of the activities the companies must fulfil the requirements in the specific health, environment, and work health and safety legislation in order to operate. This permit is granted at the time of the registration with the Trade Register, according to a notarized statement. An additional permit is not required by law for carrying out certain types of activities and the company can operate based on the notarized statement mentioned above. But for other types of activities (in this case, the production of building materials) it is necessary to obtain separate general permits (such as the environmental permit) directly from the competent authorities. In addition, other specific permits for the Company's business activities are necessary for operating, as discussed below. In principle the Company has the obligation to obtain the necessary permits (general and specific) for each office (i.e. registered office and lucrative facilities) where it carries out activities which are subject to permits in accordance with the law. The company, one of the largest manufacturers of building materials in Romania operates production facilities in 3 locations in Romania (i.e. in the registered office and in two secondary registered offices) in 3 industrial sites, as follows: (a) Corlatesti Site, located at the registered office of the Company in Corlatesti village, Berceni, Ploiesti, Prahova County, which includes: i) the dry mortar factory, ii) the expanded polystyrene factory, iii) the graphite reinforced polystyrene factory and iv) the decorative paints and coatings factory; Oradea Site, located at the secondary registered office of the Company in 3 Uzinelor Street, Oradea, Bihor County, which includes: i) the dry mortars factory, ii) the decorative paints and coatings factory, iii) the polystyrene factory; and Cordun Site, located at the secondary registered office of the Company in Cordun village, Cordun Commune, 1 Adeplast Street, Neamt County, which includes: i) the dry mortars factory and ii) the expanded polystyrene and graphite reinforced polystyrene factory.

(b)

(c)

Furthermore, the Company owns a lucrative facility in Ploiesti, 235 Gheorghe Doja Str., Prahova County, where no activities take pace for the moment, according to the statements of the Company. The following sections comprise a brief description of the general and specific permits required for the activities of the Company. 1.8.2 General permits

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The Issuer's operations and assets are subject to national and international regulations on environmental protection and also to those on urban and regional development plans. Often these regulations are highly complex and subject to change over short periods of time. The main environmental issues are related to soil pollution, water contamination, waste and electromagnetic fields. The most important regulations regarding the development plans of municipalities and regions are related to town planning, environmental and construction permits and property rights. The Issuer may incur additional costs due to new or existing national and international regulations on environmental protection and urban and regional development plans, including the costs related to the implementation of measures for repairing or preventing and resolving damage claims from third parties. 1.8.3 Environmental policy and objectives

The Company management has established the environmental protection policy as part of its overall policy given the planned, effective and sustained action for the implementation of the environmental management on the entire structure and all its activities. Environmental protection permit Corlatesti Site The activities undertaken by the Company in Corlatesti Site are permitted in terms of environmental protection under the Environmental Permit no. PH -172 of May 4, 2009, revised on July 30, 2012 and valid until May 4, 2019. Oradea Site The activities undertaken by the company in Oradea Site are permitted in terms of environmental protection under the Environmental Permit no. 150 of April 23, 2009, revised on July 15, 2011 and on September 5, 2013, valid until April 22, 2014. Also, with the extension of the permit mentioned above the Company has obtained the environmental protection permit in order to undertake wholesale trade activities with solid, liquid and gaseous fuels and derived products (NACE rev 2: 4671 ) at third parties and also road transportation of goods (NACE rev 2: 4941). Cordun Site Regarding activities undertaken in Cordun Site that require an environmental protection permit the Company has obtained the Environmental Permit no. 182 dated March 18, 2013, valid until March 18, 2023. According to the environmental permits listed above the Company is required to comply with the environmental protection conditions, to monitor environmental factors and to comply with the conditions related to waste, packaging and hazardous substances management (for Oradea Site), but without stipulating special measures programs. 1.8.4 Sanitary permits and health and safety permit

The sanitary permit for the activities undertaken by the Company in the 3 sites was obtained by the Company at the time of registration with the Trade Register of the respective activities based on the notarized statement where the Company declares that all the operating conditions required by the specific legislation in healthcare are met.

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In addition, given that the plastics manufacturing activity in primary forms developed in Corlatesti Site is considered a risk to the health of the population in accordance with the applicable law, the Company has obtained from the Public Health Prahova County Authorization a separate permit, namely, the conformity certification notice no. 11 of October 5, 2011 that certifies the compliance of this activity with current regulations regarding hygiene and public health standards specific to the domain. The safe work permit for the 3 sites was obtained by the Company at the time of registration with the Trade Register of the respective activities based on the notarized statement where the Company declares that all the operating conditions required by specific work legislation are met. 1.8.5 Material safety data sheets

For the substances and chemicals the Company uses in its works and which are considered dangerous under the applicable provisions of the law, the Company has drawn up material safety data sheets according to (CE) Regulation no. 1907/2006 (REACH) and has developed procedures on how to work with such dangerous substances and chemicals, as well as its own work health and safety instructions for such activities involving dangerous substances and chemicals. 1.8.6 Fire safety permit and other requirements regarding fire safety

1.8.6.1 Fire safety permit Under the applicable legislation any buildings or spaces within buildings with mixed functions, bound for trade, production or storage, with an area greater than or equal to 600 square meters are subject to fire safety approval (during the construction) and fire safety permit (for operation). Corlatesti Site The company holds the Fire safety permit no. 576 of June 15, 2009 issued by the competent authorities for the mortars factory in Corlatesti Site. For the thermal insulation materials factories the Company has obtained Fire Safety Notices no. 1189137 dated March 5, 2013 and no. 1189286 of September 14, 2012, required during construction until the commissioning of these factories which will require the fire safety permit. The company is also required to hold fire safety notices/permits for the decorative paints and coatings factory within Corlatesti Site. Oradea Site The Company obtained the Fire safety permit no. 1042/13/SU-BH of August 9, 2013 for the polystyrene factory within Oradea Site. For other factories within this site, namely for the dry mortars factory and the decorative paints and coatings factory, the Company is required to hold fire safety notices (during construction) and to get the fire safety permits at commissioning. NOTICES Cordun Site The company obtained fire safety permits for the locations in Cordun Site, i.e. Fire Safety Permits no. 1066/13/SU/NT of July 8, 2013 for the dry mortars factory and additional buildings and no. 1065/13/SU/NT of July 5, 2013 for the polystyrene factory.
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1.8.6.2 Other fire safety obligations In accordance with the applicable legislation on fire safety the fire protection organization implies that besides the fire safety notices/permits the Company develops, approves and disseminates certain specific documents on fire protection including fire protection plans, i.e. (i) people evacuation plan in case of fire, (ii) storage and disposal plan for hazardous materials, (iii) emergency plan and (iv) risk assessment plan in case of fire. Such fire protection plans should be developed and approved for all factories within the 3 sites where the Company performs production activities. 1.8.7 Water management permit

Corlatesti Site For Corlatesti Site where the activity performed by the Company requires water supply and wastewater discharge (i.e. for the dry mortar factory located within the site) the Company obtained the water management permit according to the Water Management Permit No. 58 of May 31, 2012 issued by Romanian Waters National Authority Prahova. Oradea Site The Company obtained the Water Management Permit no. 143 on August 12, 2013 for water supply and wastewater discharge for their activities performed within Oradea site. Besides the regulatory acts in the field of water management mentioned above, the Company has signed with Romanian Waters National Authority, the Crisuri Water Basin Administration the Water resources use/exploitation subscription No. 378BH13 of February 1, 2013, valid until December 31, 2018 so as to be allowed to use underground water for industrial purposes for its activities within Oradea Site. Cordun Site Regarding Cordun Site given the need to use water resources for its works in the dry mortars factory and in the thermal insulation materials factory (polystyrene) the Company obtained the Water Management Permit no. 24 of June 19, 2013. Also, in order to use/exploit water resources for its activities in the factories within Cordun Site the Company has signed with Romanian Waters National Authority, Siret Water Basin Administration the Water resources use/exploitation subscription no. 3327 available from July 1, 2013 until the end of 2013. 1.8.8 Transportation licenses

The Company's business also involves international road transport of goods as well as road transport related activities. To this end the Company has obtained the License no. 0164460 dated January 21, 2013 valid until June 6, 2016 for international transport of goods and the License for road transport related activities, namely intermediation of road transport operations for a fee, CI Series no. 0005422, issued on January 29, 2013 and valid until March 30, 2016. Also, given the fact that company's activities within Oradea Site involves transport of hazardous substances in accordance with the legal provisions the Company has appointed a safety adviser for the
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transport of dangerous goods certified by the Romanian Ministry of Transport as competent in transport safety for those categories of hazardous substances transported by the Company. 1.8.9 Obligations related to energy consumption

In accordance with the legal provision the economic operators who consume an annual amount of energy between 200 and 1.000 tons of oil equivalent (toe) (i.e., between 2,326 MW and 11,630 MW) are required every two years to prepare an energy audit conducted by authorized persons for the implementation of measures to improve energy efficiency. Corlatesti and Oradea Sites The Company prepared in 2011 an energy audit for Oradea and Corlatesti Sites and it is currently subject to an energy re-audit for the factories within these sites, in accordance with its legal obligations. Cordun Site In terms of energy consumption within Cordun Site the Company is in the process of performing the energy audit in accordance with its legal obligations. 1.8.10 Metrology testing and ISCIR (the State Inspection for the control of boilers, pressure vessels and hoisting equipments) According to the information and statements of the Company the metrology testing for the measurement and/or testing equipment existing in the factories located within the 3 sites are valid. The same is for the pressure vessels, hoisting equipment and fuel burning appliances. The technical supervision for the functioning of such equipment in accordance with the technical prescriptions is performed by persons authorized by ISCIR (the State Inspection for the control of boilers, pressure vessels and hoisting equipments). 1.8.11 Specific permits Besides the general permits the Company is required to obtain specific permits/certifications in order to perform building materials production activities, as follows: (a) Certificates of conformity

The company's products are manufactured and marketed in accordance with the applicable legal provisions, namely the Government Decision no. 622/2004 on the conditions for marketing building products. Accordingly, the products manufactured and marketed by the Company may satisfy the essential building conditions provided by the law if and where those buildings are subject to regulations containing such requirements, namely: mechanical resistance and stability, fire safety, hygiene, health and environment protection, safety in use, noise protection, energy saving and thermal insulation. The conformity of building products manufactured and marketed by the Company is evaluated in relation to the harmonized technical specifications using conformity certification systems structured according to specific control and evaluation methods in this area. Thus the company's products hold certifications issued by SC AEROQ SA, a certification body in the field of building products notified by the European Commission under no. 1840/2007 in accordance with Directive 89/106/EEC attesting the conformity of these products with the Romanian standards transposing the harmonized European standards in the field of construction. The certificates of conformity are given a period of three years and they will expire in

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two years. The Company has the obligation to get re-certified in terms of compliance of the products with the Romanian standards transposing the harmonized European standards in the field of construction. (b) Certification of the quality management, environmental management and occupational health and safety systems implementation Corlatesti and Oradea Sites The company has implemented quality management, environmental and occupational health and safety management standards regarding the manufacturing and sales of dry mortars, adhesives, polishing plaster coats, screeds and joint mortars, washable paints and decorative coatings, expanded polystyrene within Corlatesti and Oradea Sites. The implementation of these standards is certified by TUV Rheinland Romania (approved certification body) according to the certificate no. TRR 100 20263 valid until May 5, 2015 attesting the implementation of the requirements of the quality management standard (SR EN ISO 9001:2008), the certificate no. TRR 110 0209 valid until January 22, 2015 attesting the implementation of the requirements of the environmental management standard (ISO 14001:2005) and certificate no. TRR 126 0036 valid until February 1, 2015 that certifies the implementation of the requirements in the Occupational Health and Safety Management standard (OHSAS 18001:2008). The validity of these certificates is subject to periodic surveillance and complete reassessment of the management systems when validity expires. Cordun Site Regarding the production activities within Cordun Site the Company declares that management systems are being implemented, a certain operation period being required for obtaining the certificates stating the implementation of these management systems. 1.8.12 Environmental issues that may affect the Issuers activity Contributions to the environmental fund Due to its specific activity with potential environmental impact (such as, for example, emissions of pollutants into the atmosphere) the Company is obliged to pay regularly to the Environmental Fund (a fund for the support and implementation of projects and programs for environmental protection) the contributions established in the applicable legislation. These contributions follow the legal regime of taxes, contributions and other amounts owed to the general consolidated budget. The company confirmed that all contributions required under the Environmental Fund legislation were paid according to the Tax Certificate no. 242 875 dated July 17, 2013. The Company will continue to pay the necessary contributions to the Environmental Fund in accordance with the terms provided by the law for each type of contribution. The environmental management program for 2012-2013 for Oradea Site includes the following policies and commitments: Policy and significant issues: identifying and satisfying the stakeholders requirements in compliance with legal requirements and other requirements of the Romanian legislation with the relevant EU environmental regulations; Objective: zero penalties from the environmental authorities; Goal: identifying all legal and other requirements applicable to the area of activity; Actions: update and dissemination of the list of legal requirements for each compartment; half-yearly training regarding the applicable legal requirements, achieving a

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simulation exercise to check the response capacity to potential emergencies (EPS, fuel station, paints), monitoring environmental factors. Policy and significant issues: environmental protection, pollution prevention/emissions reduction, minimizing environmental and unpolluted rainwater impact; Objective: minimizing the environmental impact; Target: limitation of process gas emissions within the legal limits (methane gas burning in the sand dryer, burning methane gas from CT EPS, EPS technological process gases), limitation of the sediment particles within the legal limits, keeping the storm-water quality within the admitted parameters according to NTPA 002/2005. Actions: revisions within the maintenance program, filtration system, maintenance of the equipment in the dry mortars flow according to the maintenance schedule, replacement of filter bags and sleeves, technical inspection of the wastewater and dyes treatment plant made by the supplier, training of the personnel regarding the wastewater treatment plant operation, cleaning manholes and rainwater collection gutters on the raw materials unloading platform. Policy and significant issues: conservation of natural resources; Objective: reducing material resources, fuels and energy consumption; Targets: 2% reduction in consumption of diesel used by vehicles, reducing energy consumption by 2%; Operations: Monthly monitoring of vehicles diesel consumption. Policy and significant issues: waste material and energy recovery; Objective: increase by 10 % in waste material and energy recovery; Target: 10 % increase in waste disposal and recycling as compared to 2011 (through authorized economic agents) for waste wood, metal, plastic, paper and cardboard waste; Actions: respecting technological discipline during production, collection, storage and recovery of waste generated from the companys activity, compliance with the maintenance schedule for the machines in the manufacturing flow, periodic training of the personnel directly involved.

The Environmental Management Program for 2012-2013 for Corlatesti Ploiesti Site includes the following policies and commitments: Policy and significant issues: identifying and satisfying the stakeholders requirements in compliance with the legal requirements and other requirements in the Romanian legislation, with the relevant EU environmental regulations; Objective: zero penalties from environmental authorities; Goal: identifying all legal and other requirements applicable to the area of activity; Actions: update and dissemination of the list of legal requirements for each compartment; half-yearly training regarding the applicable legal requirements, achieving a simulation exercise to check the response capacity to potential emergency situations, monitoring of environmental factors. Policy and significant aspects: environmental protection, pollution prevention/emissions reduction, clean air and unpolluted rainwater; Objective: reduction of the environmental impact; Targets: limitation of the process emissions within the legal limits (fuel combustion in the heat power plant and the sand dryer from the EPS manufacturing process), limitation of the sediment particles within the legal limits, keeping the storm-water quality within the admitted parameters according to NTPA 002/2005; Actions: revisions within the maintenance program, filtration system, maintenance of the equipment in the dry mortars flow according
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to the maintenance schedule, replacement of filter bags and sleeves, optimization by the recreation of the recycling routes of the finite products with the damaged packaging, exhaust emissions reduction, installation of two particle detectors in GA dryer and/or the combustion air, reduction of emissions exhaust emissions and efficient exchange of the filtering bags, technical inspection of the treatment plant made by the supplier, training of the personnel regarding the wastewater treatment plant operation, cleaning manholes and rainwater collection gutters on the raw materials unloading platform. Policy and significant issues: conservation of natural resources; Objective: reducing material resources, fuels and energy consumption; Targets: 2% reduction in consumption of diesel used by vehicles, reducing energy consumption by 2%; Operations: Monthly monitoring of vehicles diesel consumption, maintenance of the indoor and outdoor lighting system by installing light sensors on the electric circuits, redesign of the silos supply routes for raw materials and semi-finished products, relocation of sand supply routes from the existing sieves to make the electricity and methane gas consumption more efficient. Policy and significant aspects: material and energetic recovery from waste; Objective: 10% increase in the material and energetic recovery from waste; Target: Delivering and recovering 10% more waste than in 2011 (by authorized economic agents) for wood, metal, plastic, paper and cardboard waste; Actions: compliance with the technological discipline during the production, collection, storage and selective recovery of waste generated by the activity of the organization, compliance with the maintenance schedule for the production machines, periodic training of the staff directly involved.

The Issuer declares that there are no environmental issues that may affect the use by the Issuer of its tangible assets apart from those stated in this document.

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1.9 A.

Important contracts FINANCING CONTRACTS

Loan agreements concluded by the Issuer The Issuer concluded 12 loan agreements with Romanian commercial banks, respectively 11 contracts with UTB and one with Banca Transilvania SA. These contracts were executed either to finance current activity of the Issuer, to fund certain investment projects, or to rollover Issuers loans previously concluded with Raiffeisen Bank SA. Also, the Issuer has contracted three loans from the majority shareholder, Marcel Barbut. According to Issuers statement , the Issuer has the ability and the intention to make all repayments as per loan contracts. According to information provided by the Issuer, it has not received any notice of early repayment for incompliance with obligations undertaken, including in terms of financial indicators. Loan agreements concluded with UniCredit Tiriac Bank S.A. (UTB) A.1 Loan agreement no. ORAD/82/2009 (revolving type) (Loan Credit 82)

The loan was granted to the Issuer under EGM Resolution no. 16/08.12.2009, executed on 09.12.2009 and was amended by 14 addenda. The total value of the initial loan was of Eur 5,900,000 Eur, amount which was gradually increased to Eur 10,900,000. The last addendum dated 29.08.2013 under the Loan agreement 82 shall come into force on the date when Issuer cumulatively meets the following conditions: (i) presentation of a recent certificate issued by the Trade Register regarding the Issuers situation , its shareholders and administrators and (ii) the Issuer's listing on the BSE. Based on this latter addendum, certain terms and conditions of this loan contract were changed, and new conditions were approved, including: (i) Issuers right to distribute integrally, as dividends, starting 2014, the annual net profit, only if the conditions requested under Loan Agreement 82 are met, as amended, including the financial indicators stipulated in loan agreements concluded by the Issuer with UTB. Dividend payments will be made in cash, up to a maximum limit of 3 million Eur /year and if the Issuer's cash flow allows these payments. Any dividend whose value exceeds 3 million Eur or exceeds the maximum cash flow may be paid by issuance of shares to the existing shareholders. (ii) The Issuer has undertaken the obligation to maintain Marcel Barbut in the shareholding structure, with a majority share of 50%, otherwise the Issuer will request UTBs consent.

The loan was awarded for general expenses and the issuance of Letters of Guarantee/ opening of Letters of Credit.

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Interest and penalty interest The Loan Agreement 82 established an interest rate of (i) EurIBOR O/N + 3.68% per year for uses in Eur and ROBOR O/N + 2.85% per year for uses in RON for the sublimit of current account, (ii) EurIBOR O/N + 10% per year for treasury converted into cash credits, (iii) 1M EurIBOR + 3.68% per year for uses in Eur and ROBOR 1M + 2.75% for uses in RON for sublimit with uses/reimbursement requests. For failure to pay amounts due under the Loan agreement 82 in timely manner a penalty interest was set that shall be calculated as follows: (i) EurIBOR O/N + 10% per year for uses in Eur and (ii) ROBOR O/N + 10% per year for use in RON. Maturity The loan is due on 06.12.2013 for uses with general expenses and treasury line and on 06.12.2014 for uses related to issuance of bank guarantees/ opening of letters of credit. Securities The loan agreement is secured by: (i) second to sixth real estate mortgages on real estate property situated in Oradea, str. Uzinelor no. 3 Bihor district; (ii) security interest on present and future accounts opened at UTB; (iii) transfer agreement on receivables and related accessories; (iv) security interest on receivables and related accessories; (v) assignment of rights arising from insurance policies ("all risks" type); (vi) security mortgage on stocks of commodities, finished products and goods located in Oradea, Str. Uzinelor no. 3, Bihor district and Corlatesti, Berceni, Prahova district, plot Cc270, land strip 28; (vii) security interest on machinery and equipment located in Oradea, Str. Uzinelor no. 3, Bihor district; (viii) "blank" promissory note issued by the Issuer in favor of UTB, credited by Marcel Barbut. Securities are summarized in Securities Section, below. Balance of loan is 10,719,553 Eur on June 30th 2013.

A.2

Loan Agreement no. ORAD/83/2009 (Loan agreement 83)

The Loan Agreement 83 was approved under EGM Resolution no. 16/08.12.2009, executed on 09.12.2009 and it was amended by 5 addenda. The total value of the loan is of 6,773,000 Eur. The last addendum dated 29.08.2013 under the Loan agreement 83 shall come into force on the date when Issuer cumulatively meets the following conditions: (i) presentation of a recent certificate issued by the Trade Register regarding the Issuers situation , its shareholders and administrators and (ii) the Issuer's listing on the BSE. Based on this latter addendum, certain terms and conditions of this loan contract were changed, and new conditions were approved, identical with those described in the Loan agreement 82 referred to in subsection A1 above.

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The credit was awarded for rolling over the loan granted to the Issuer by Raiffeisen Bank SA based on the loan agreement no. 00571/04.02.2008, the portion used in Eur, with the purpose of making investments in plant located in Oradea, Str. Uzinelor, No. 3, Bihor district.

Interest and penalty interest The Loan Agreement 83 established an interest rate of EurIBOR 1M + 3% per year. For failure to pay the amounts due under the Loan Agreement 83 in a timely manner, penalty interest was set that shall be calculated as follows: 1M EurIBOR + 10% per year. Maturity The loan is due in December 2016. Securities The loan agreement is secured by: (i) first real estate mortgages on real estate property situated in Oradea, str. Uzinelor no. 3 Bihor district, registered in the Land Books no. 150729, 150366, 152815, 150689, 150401, 150450; (ii) security interest on present and future accounts opened at UTB; (iii) transfer agreement on receivables and related accessories; (iv) security interest on receivables and related accessories; (v) assignment of rights arising from insurance policies (all risks type); (vi) security interest on machinery and equipment located in Oradea, Str. Uzinelor, no. 3 Bihor district (vii) blank promissory note issued by the Issuer in favor of UTB, credited by Marcel Barbut. Securities are summarized in Securities Section below. Balance of the loan is 3,386,500 Eur on June 30th 2013 A.3 Loan Agreement no. ORAD/84/2009 (Loan Agreement 84)

The Loan Agreement 84 was approved under EGM Resolution no. 16/08.12.2009, executed on 09.12.2009 and it was amended by 5 addenda. The total value of the loan is of 6,494,604.65 Eur. The last addendum dated 29.08.2013 under the Loan agreement 84 shall come into force on the date when Issuer cumulatively meets the following conditions: (i) presentation of a recent certificate issued by the Trade Register regarding the Issuers situation , its shareholders and administrators and (ii) the Issuer's listing on the BSE. Based on this latter addendum, certain terms and conditions of this loan contract were changed, and new conditions were approved, identical with those described in the Loan agreement 82 referred to in subsection A1 above. The credit was awarded for rolling over the loan granted to the Issuer by Raiffeisen Bank SA based on the loan agreement no. 00571/04.02.2008, the portion used in RON, with the purpose of making investments in the plant located in Corlatesti, Prahova district.

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Interest and penalty interest By the Loan Agreement 84 was established an interest rate of EurIBOR 1M + 3% for year. For failure to pay the amounts due under the Loan agreement 84 in timely manner a penalty interest was set that shall be calculated as follows: 1M EurIBOR + 10% per year. Maturity The loan is due in December 2016. Securities The loan agreement is secured by: (i) first mortgage on real estate property situated in Corlatesti, Berceni Village, Prahova district, plot Cc270, land strip 28; (ii) security interest on present and future accounts opened at UTB; (iii) transfer agreement on receivables and related accessories; (iv) security interest on receivables and related accessories; (v) assignment of rights arising from insurance policies (all risks type); (vi) security interest on machinery and equipment located in Corlatesti, Berceni Village, Prahova district, plot Cc270, land strip 28 (vii) blank promissory note issued by the Issuer in favor of UTB, credited by Marcel Barbut. Securities are summarized in Securities Section below. Balance of loan is 3,247,302 Eur on June 30th 2013. A.4 Loan agreement no. ORAD/85/2009 (Loan agreement 85)

The Loan agreement 85 was approved under EGM Resolution no. 16/08.12.2009, executed on 09.12.2009 and it was amended by 4 addenda. The total value of the loan is of 831,000 Eur. The last addendum dated 29.08.2013 under the Loan agreement 85 shall come into force on the date when Issuer cumulatively meets the following conditions: (i) presentation of a recent certificate issued by the Trade Register regarding the Issuers situation , its shareholders and administrators and (ii) the Issuer's listing on the BSE. Based on this latter addendum, certain terms and conditions of this loan contract were changed, and new conditions were approved, identical with those described in the Loan agreement 82 referred to in subsection A1 above. The loan was granted to refinance amounts paid by the Issuer from its own resources and for financing a maximum of 80% (excluding VAT) of the purchase value of the coloring systems. Interest and penalty interest Regarding the interest, the Loan agreement 85 established an interest rate of EurIBOR 1M + 3% per year. For failure to pay the amounts due under Loan agreement 85 in timely manner, a penalty interest was set that shall be calculated as follows: 1M EurIBOR + 10% per year. Maturity
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The loan is due in December 2014. Securities The loan agreement is secured with: (i) first mortgage on real estate property situated in Oradea, str. Uzinelor no. 3 Bihor district respectively on real estate property registered in land book no. 150673; (ii) security interest on present and future accounts opened at UTB; (iii) transfer agreement on receivables and related accessories; (iv) security interest on receivables and related accessories; (v) assignment of rights arising from insurance policies (all risks type); (vi) security interest on machinery and equipment located in Corlatesti, Berceni Village, Prahova district, plot Cc270, land strip 28 (vii) blank promissory note issued by the Issuer in favor of UTB, credited by Marcel Barbut. Securities are summarized in Securities Section below. Balance of loan is 252,611 Eur on June 30th 2013.

A.5 Loan agreement no. ORAD/203/2011 (Loan agreement 203) The Loan agreement 203 was approved under EGM Resolution no. 1/08.11.2011, executed on 09.01.2012 and it was amended by 7 addenda. The total value of the loan is of 7,730,000 Eur. The last addendum dated 29.08.2013 under the Loan agreement 203 shall come into force on the date when Issuer cumulatively meets the following conditions: (i) presentation of a recent certificate issued by the Trade Register regarding the Issuers situation , its shareholders and administrators and (ii) the Issuer's listing on the BSE. Based on this latter addendum, certain terms and conditions of this loan contract were changed, and new conditions were approved, identical with those described in the Loan agreement 82 referred to in subsection A1 above. The loan was granted for financing/refinancing investments/opening of letters of credit for the mortars and adhesives factory. Interest and penalty interest Regarding the interest, the Loan agreement 203 established an interest rate of EurIBOR 1M + 2,4 % per year. For failure to pay the amounts due under the Loan agreement 203 in timely manner a penalty interest was set that shall be calculated as follows: 1M EurIBOR + 10% per year. Maturity The loan is due in December 2019.

Securities
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The Loan agreement is secured by: (i) third mortgage on real estate property situated in Corlatesti, Berceni Village, Prahova district, plot Cc270, land strip 28; (ii) mortgage on real estate property consisting of land acquired by the Issuer for the investment in the mortars and adhesives plant, as well as of construction; (iii) security interest on machinery and equipment acquired under investments made in the mortars and adhesives plant; (iv) security interest on present and future accounts opened at UTB; (v) security interest on receivables and related accessories; (vi) security interest on receivables arising from insurance policies; (vii) blank promissory note issued by the Issuer in favor of UTB, credited by Marcel Barbut. Securities are summarized in Securities Section below. Balance of loan is 7,730,000 Eur on June 30th 2013.

A.6

Loan agreement no. ORAD/202/2011 (Loan agreement 202)

The Loan agreement 202 was approved under EGM Resolution no. 1/08.11.2011, executed on 23.11.2011 and it was amended by 4 addenda. The total value of the loan is of 3,000,000 Eur. The last addendum dated 29.08.2013 under the Loan agreement 202 shall come into force on the date when Issuer cumulatively meets the following conditions: (i) presentation of a recent certificate issued by the Trade Register regarding the Issuers situation , its shareholders and administrators and (ii) the Issuer's listing on the BSE. Based on this latter addendum, certain terms and conditions of this loan contract were changed, and new conditions were approved, identical with those described in the Loan agreement 82 referred to in subsection A1 above. The loan was granted for financing/refinancing the investments made in the polystyrene factory in Corlatesti, Berceni Village, Prahova district. Interest and penalty interest Regarding the interest, the Loan agreement 202 established an interest rate of EurIBOR 1M + 2,4 % per year. For failure to pay the amounts due under the Loan agreement 202 in timely manner a penalty interest was set that shall be calculated as follows: 1M EurIBOR + 10% per year. Maturity The loan is due in December 22.11.2019.

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Securities The loan agreement is secured with: (i) (ii) first mortgage on real estate property situated in Corlatesti, Berceni Village, Prahova district, plot Cc270, land strip 28; second mortgage on real estate property situated in Corlatesti, Berceni Village, Prahova district, plot Cc270, land strip 28; (iii) security interest on machinery and equipment acquired under investments made in the polystyrene plant; security interest on present and future accounts opened at UTB; security interest on receivables and related accessories; security interest on receivables arising from insurance policies; blank promissory note issued by the Issuer in favor of UTB, credited by Marcel Barbut.

(iii) (iv) (v) (vi)

Securities are summarized in Securities Section below. Balance of loan is 2,354,481 Eur on June 30th 2013.

A.7

Loan agreement no. ORAD/152/2011 (Loan agreement 152)

The Loan agreement 152 was approved under EGM Resolution no. 1/05.04.2011, executed on 12.04.2011 and it was amended by 4 addenda. The total value of the loan is of 1,300,000 Eur. The last addendum dated 29.08.2013 under the Loan agreement 152 shall come into force on the date when Issuer cumulatively meets the following conditions: (i) presentation of a recent certificate issued by the Trade Register regarding the Issuers situation , its shareholders and administrators and (ii) the Issuer's listing on the BSE. Based on this latter addendum, certain terms and conditions of this loan contract were changed, and new conditions were approved, identical with those described in the Loan agreement 82 referred to in subsection A1 above. The loan was granted for refinancing the amounts paid by the Issuer from its own resources and for financing a maximum of 60% (excluding VAT) of the total amount of investment, consisting of: (i) (ii) (iii) sand drying line located in Oradea, Str. Uzinelor, no. 3; packaging / sealing / unloading line for grout located in Oradea, str. Uzinelor no. 3; equipment, machinery, vehicles purchased between the 2009 - 2010.

Interest and penalty interest Regarding the interest, the Loan agreement 152 established an interest rate of EurIBOR 1M + 3,8 % per year. For failure to pay the amounts due under the Loan agreement 152 in timely manner a penalty interest was set that shall be calculated as follows: 1M EurIBOR + 10% for year.

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Maturity The loan is due in December 11.04.2016. Securities Loan agreement is secured with: (i) (ii) (iii) security mortgage on present and future accounts opened at UTB; security mortgage on receivables arising from insurance policies (type "all risks"); real estate mortgage on machinery and equipment located in Corlatesti, Berceni Village, Prahova district, parcel Cc270, plot 28 and in Oradea, str. Uzinelor nr. 3, Bihor district;

(iv) a promissory note "in blank" issued by the Issuer in favor of UTB, credited by Marcel Barbut. Securities are summarized in Securities Section below. Balance of the loan is 739.653 Eur on June 30, 2013.

A.8

Loan agreement no. ORAD/306/2013 (Loan agreement 306)

The Loan agreement 306 was approved under EGM Resolution no. 1/05.02.2013, executed on 06.02.2013 and it was amended by one addendum. Under this contract, UTB awarded to the Issuer a non-binding loan commitment (treasury line) of 145,000 Eur. The last addendum dated 29.08.2013 under the Loan agreement 306 shall come into force on the date when Issuer cumulatively meets the following conditions: (i) presentation of a recent certificate issued by the Trade Register regarding the Issuers situation , its shareholders and administrators and (ii) the Issuer's listing on the BSE. Based on this latter addendum, certain terms and conditions of this loan contract were changed, and new conditions were approved, identical with those described in the Loan agreement 82 referred to in subsection A1 above. The loan was granted to cover the value of transactions carried out under the Framework Contract for treasury products.

Interest and penalty interest Regarding the interest, the Loan agreement 306 established an interest rate of EurIBOR O/N + 10 % per year, if the treasury line is converted into a cash loan. For failure to pay the amounts due under the Loan agreement 306 in timely manner a penalty interest was set that shall be calculated as follows: EurIBOR O/N +10%, if the treasury line is converted into a cash loan.

Maturity The loan is due in December 22.11.2019.

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Securities The loan agreement is secured with: (i) (ii) (iii) (iv) (v) (vi) security interest on present and future accounts opened at UTB; security interest on receivables arising from insurance policies ("all risks" type); security interest on machinery and equipment located in Corlatesti, Berceni Village, Prahova district, belonging to the polystyrene plant security interest on receivables and related accessories; security interest on stocks of commodities, finished goods and supplies; blank promissory note issued by the Issuer in favor of UTB, credited by Marcel Barbut.

Securities are summarized in Securities Guarantees below. Balance of loan is 0 Eur on June 30th 2013

Relevant provisions of the Loan Agreement 306 and Declaration of subordination In addition to the relevant provisions mentioned under the Section Relevant provisions of UTB General Conditions of Credit, based on the Loan agreement 306, UTB has the right to declare due in advance the loan facility no. ORAD/202/2011, in case of failure by the Issuer to complete obligations deriving from the Loan agreement 306. Similar provisions are found in the Loan agreement 202. A.9 Loan agreement no. ORAD/307/2013 (Loan agreement 307)

The Loan agreement 307 was approved under EGM Resolution no. 1/05.02.2013, executed on 06.02.2013 and it was amended by one addendum. Under this contract, UTB awarded to the Issuer a non-binding loan commitment (treasury line) of 325,000 Eur. The last addendum dated 29.08.2013 under the Loan agreement 306 shall come into force on the date when Issuer cumulatively meets the following conditions: (i) presentation of a recent certificate issued by the Trade Register regarding the Issuers situation , its shareholders and administrators and (ii) the Issuer's listing on the BSE. Based on this latter addendum, certain terms and conditions of this loan contract were changed, and new conditions were approved, identical with those described in the Loan agreement 82 referred to in subsection A1 above. The loan was granted to cover the value of transactions carried out under the Framework Contract for treasury products. Interest and penalty interest Regarding the interest, the Loan agreement 307 established an interest rate of EurIBOR O/N + 10 % per year, if the treasury line is converted into a cash loan. For failure to pay the amounts due under the Loan agreement 307 in timely manner, a penalty interest was set that shall be calculated as follows: EurIBOR O/N +10%, if the treasury line is converted into a cash loan.

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Maturity The loan is due in December 09.01.2020.

Securities The Loan agreement is secured with: (i) (ii) (iii) (iv) (v) (vi) security interest on present and future accounts opened at UTB; security interest on receivables arising from insurance policies ("all risks" type); security interest on machinery and equipment present in the mortars and adhesives plant, located in Cordun, Neamt district, belonging to the polystyrene plant security interest on receivables and related accessories; security interest on stocks of commodities, finished goods and supplies; blank promissory note issued by the Issuer in favor of UTB, credited by Marcel Barbut.

Securities are summarized in Securities Guarantees below. Balance of loan is 0 Eur on June 30th 2013

Relevant provisions of the Loan Agreement 307 and Declaration of subordination In addition to relevant provisions mentioned under the Section (Relevant provisions of UTB General Conditions of Credit) based on the Loan agreement 307, UTB has the right to declare due in advance the loan facility no. ORAD/203/2011, in case of failure by the Issuer to complete obligations deriving from the Loan agreement 307. Similar provisions are found in the Loan agreement 203.

Relevant provisions of the loan agreements described under paragraphs A.1-A.9 of the UTB General Conditions of Credit of 2009, 2011 and 2013 The issuer has, in accordance with the General Conditions of Credit, the following main obligations, including without limitation: (i) Observing certain financial indicators; (ii) Notifying the bank in advance, in writing, to issue new shares, to reduce the par value of the existing shares at the time of granting the loan, to reduce the capital below to the minimum limit that was at the time of granting the loan; The Issuer has assumed the obligation to keep Marcel Barbu in the shareholding structure with a majority of shares of 50%; Otherwise the Issuer shall request the UTB consent (iii) The issuer can distribute entirely as dividends, starting with 2014, the annual net profit, only if certain conditions imposed by the credit agreements are met, including the financial indicators stipulated in the loan agreements concluded by the Issuer with UTB. Dividend payments shall be made in cash up to a maximum of 3 million/ year and if the Issuer's cash flow shall allow these payments. Any dividend whose pay exceeds 3 million Eur or exceeds the maximum cash flow may be paid by issuing shares to the existing shareholders; (iv) The Issuer shall not contract any debt from another credit institution/financial institution and shall not request or receive any other loan from another credit /financial institution without prior written
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notification of UTB, without first requesting a financing/funding offer from UTB, request to which it received a negative response and /or a noncompetitive offer. The Issuer has obtained from UTB by address no. 141333/14.08.2013, and respectively 141334/14.08.2013, a confirmation in the sense that there will be no penalty mentioned in the loan agreements concluded with UTB in terms of contracting any debt provided by this provision; (v) The Issuer does not assume any guaranty and shall not grant any loan to any third party without prior notice of UTB, except those necessary to carry out current activities and that shall notify UTB within 5 days from the date of their commencement. (vi) If the Issuer fails to fulfill its payment obligations or delayed fulfillment of its payment obligations concerning amounts borrowed under (a) General and Special Conditions of Loan, (b) other loan agreements concluded by UTB with the Issuer or (c) other loan agreements concluded by the Issuer with another financial company it causes incidence of cross-default clause; (vii) Issuer shall notice UTB with at least 15 days before performing one of the following actions: (a) (b) (c) (d) (e) modification or change the Issuer's management team; amendment of Issuers Constitutive Act ; the Company shall not constitute any security on any of its assets for any third party without prior written notification of UTB; the Company shall not contract any debt to any member (except for provider loans needed for the current activity) without prior notice in writing of UTB Intra-group loans shall be subordinated to payments to UTB under this loan agreements, both to preferential payment right, as well as enforcement right.

Failure by the Issuer to complete its obligations under the loan agreements entitles the bank to (a) suspend, (b) withdrawn or (c) accelerate the loan after written notice, in some cases by applying a period of time in which the Issuer has opportunity to remedy the occurred event non execution. The issuer may not disclose contents of the loan agreement and ancillary documents to third parties without the prior written consent of UTB, except for disclosures required by the law and in accordance with the General and Special Conditions of the Loan. In order to comply with the above provision, the Issuer has obtained the written consent of UTB to disclose information of the loan agreements and ancillary documents to third parties.

A.10

Temporary Overdraft Loan agreement (Overdraft Contract)

The Overdraft Contract was concluded on 8.05.2013 and approved by EGM decision no. 1/07.05.2013. Under this contract, UTB made available to the Issuer a loan in amount of 2,100,000 Ron. The loan was granted to finance the current activity of the Issuer. Interest and penalty interest Regarding the interest, by the Overdraft Contract was established an interest rate of ROBOR O/N + 2,85 % for year.
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For failure to pay the amounts due under the Overdraft Contract a penalty interest was set that shall be calculated as follows: ROBOR O/N +10%, per year.

Maturity The loan was due on 06.06.2013 and was integrally reimbursed.

Securities The Overdraft Loan is secured with various goods owned by the Issuer, as follows: (i) (ii) security interest on current and future accounts opened at UTB; blank promissory note issued by the Issuer in favor of UTB, not credited.

Securities lodged for UTB to guarantee Issuers obligations under the Overdraft Contract are described in detail under the Securities Section.

Relevant provisions regarding the Overdraft Contract UTB may suspend Issuers right to use the credit if: (i) the Issuer has not fulfill its obligations or fulfilled with delay the payment obligations of amounts due under the loan agreement or of other loan covenants concluded by Issuer with UTB or with other financial institutions. Issuers control was transferred to other persons or entities representing a single debtor for Issuer or it incurred changes without prior written notice of UTB.

(ii)

A. 11

LETTER OF BANK GUARANTEE

Upon Issuers request, UTB issued a letter of bank guarantee in amount of 400,000 Eur (letter of guarantee no. LG / PG RON/04.01.2010) in favor of Holcim Romania SA ("Holcim"), based on agreement concluded by the Issuer with Holcim for delivery of cement, aggregates, special hydraulic binders. On 22.04.2010, following the Issuers request in amendment no. 1 to the letter of bank guarantee, UTB approved to increase the amount of the letter of bank guarantee up to the amount of 650,000 RON. The amendment no. 2 to the letter of guarantee extended the validity of this letter until 31.12.2011, and the amendment no. 3 dated December 13th 2011 validity of bank letter of guarantee was extended until 31.12.2012. The amendment no. 4 to the letter of bank guarantee extended the validity of the letter until 31.12.2013.

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A. 12

Loan agreement no. 3679/18.02.2013 concluded with Banca Transilvania S.A. Oradea branch (BT) (Loan agreement 3679)

Loan agreement 3679 was concluded on 18.02.2013. Under this contract, BT granted the Issuer an investment loan in amount of 8.500.000 RON. The loan was approved by EGM decision no. 1 of the Issuer on 03.12.2012 that stipulates approval for contracting of a loan in a maximum amount of 2,000,000 Eur in RON equivalent from BT Oradea in order to build a paints plant in Corlatesti Village, nr. 214, Berceni Locality, Prahova district. The loan agreement 3679 states that the facility was awarded to cover investments for the acquisition of the production line for paints and plasters from manufacturer Vibromac. Interest and penalty interest Regarding the interest, the Loan agreement 3679 established an interest of 7,85%/year, subject to indexation. For failure to pay the amounts due under the Loan agreement 3679 in timely manner a penalty interest was established of 20%/ year.

Maturity The loan is due on 17.02.2018. Securities The Loan is guaranteed with various movable goods owned by the Issuer, as follows: (i) first mortgage Rank on machinery owned by the Issuer located in Oradea, str. Uzinelor and at the registered office in Corlatesti; first mortgage on movable property consisting of the future production line for paints and decorative plasters purchased by the Issuer from the supplier Vibromac Italy; blank promissory note issued by the Issuer for BT and endorsed by Marcel Barbut; security interest on money received and credit balance of Issuers current accounts and subaccounts opened at BT.

(ii)

(iii) (iv)

The securities in favor of BT that guarantee Issuers obligations under the Loan agreement 3679 are described in detail under Securities Section. Relevant provisions of BT General Conditions of Loan According to the General Conditions of BT Loan dated 02.19.2013, the Issuer may not dispose of the goods that are subject of the mortgage contracts executed to guarantee the obligations under the Loan agreement 3679 and no other mortgage or lien of any kind shall be constituted on such goods, without express written consent of BT. Based on BT General Conditions of Loan, the Issuer stated that when executing this financing document and completing obligations undertaken thereunder it does not violate or come into conflict with other
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obligations assumed by the Issuer in documents concluded with third parties, except documents or legal facts disclosed to BT and accepted by it. As obligations, the Issuer has assumed the following obligations: (i) to notify BT in writing of any economic or legal circumstance that would change the essential de iure or de facto situation existing at the time of signing the Loan agreement 3679; to obtain BTs consent to initiate any change in the Issuer's share capital structure that may affect Issuers control; the Issuer shall notify BT regarding these changes even if they occurred by operation of law; to inform BT of any other loan/ lease contracts concluded with other entities after signing the BT General Conditions of Loan, and also on the related securities, if the loans/leases value exceeds 500,000 RON; By letter no. 3701/12.08.2013 Issuer has obtained BT confirmation on observing the obligation to inform BT on all loan and leasing contracts that exceed the value of 500,000 RON concluded with other entities, and related guarantees; (iv) to notify BT on encumbrance or alienation (other than in the ordinary course of the performance of the commercial activity) of assets with a market value higher than 20% of the loan amount awarded under the loan agreement 3679; to inform BT of any information related to a request for entering of insolvency/ bankruptcy proceedings in simplified form formulated by the Issuer or by another person.

(ii)

(iii)

(v)

Breach of Issuers obligations in relation with BT is considered to be a case of fault. After occurrence of a case of fault, by written notice to the Issuer, BT may take, among other things, any of the following measures: (i) to offer the Issuer a grace period to remedy the situation and in case of non-compliance to declare the loan due immediately at a specific date set by BT (at which time the used amounts of the loan shall become payable in advance, at the request of BT, together with interest accrued up to date and with any other amounts payable by the Issuer in that moment); initiate enforcement measures against the Issuer, with or without the application of paragraph (i) above, concerning the granting of a period to remedy the situation; to exercise all or any of its rights in accordance with the financing documents; to declare all facilities due in advance, regardless of the repayment terms and, therefore, to take any action it deems to be necessary to recover the damages caused in this way, in case of Issuers failure to complete any obligation under the loan agreements to which it is party (cross default).

(ii)

(iii) (iv)

BT may also, unilaterally terminate the Loan agreement 3679 in certain situations such as:

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(i)

Decrease of the Issuers repayment capacity as result of BTs declaration of anticipated eligibility for debit owed by another customer in the event that between the Issuer and such client interdependent economic relations are present that significantly affect their mutual business, or in case when decrease of repayment capacity is due to the fact that in the partnership/management of the those customers participate/act the same persons in whole or in part; the accumulation of substantial debts to counterparties, to state budget, and to any other entities/institutions/public contracting authorities likely to endanger the payment of debts to BT; the decrease of Issuers repayment ability as a result of certain changes in the shareholding structure, in directorate/administration, including cases of death / disability / interdictions, regardless of duration, involving its key personnel; entering of insolvency / bankruptcy procedure in simplified form, by the Issuer or by any other person.

(ii)

(iii)

(iv)

In case of unilateral termination, BT shall declare the entire loan payable in advance, including interest accrued up to date and any amounts payable by the Issuer at that time; the Issuers right to use the loan shall be extinguished immediately. A. 13 LOANS CONCLUDED WITH MAJORITY SHAREHOLDERS (MARCEL BARBUT)

Issuers majority shareholder has granted it 3 consumer loans in a total amount of 824,809.27 Eur. These loans were concluded on 04.03.2013, 29.03.2013 and respectively 24.04.2013. Interest The interest related with these loans is of 5,25% per year and it shall be paid in full at the date of refunding the loan. Maturity The contracts provide due loans as follows: 25.09.2013, 04.12.2013 and respectively 29.12.2013. Since these loans are subordinate to those granted to the Issuer by UTB, their reimbursement will be made only with the agreement of UTB. Securities no securities were constituted to secure obligations under these loan agreements. A.14 AGREEMENT REGARDING THE ISSUANCE OF A COMFORT LETTER

On 21.06.2013, the Issuer signed an agreement with BCR regarding the issuance of a letter of comfort in favor of the Ministry of Public Finance (agreement approved by GMs decision dated 29.05.2013 and by EGM decision no. 1/20.06.2013) to be submitted for obtaining grants for the construction of a basaltic wool plant by the Issuer in Corlatesti locality, Prahova district (the "Project").

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The project will be partially financed from grants that shall be made available by the Ministry of Finance within the State subvention scheme established by the Government Decision no. 1680/2008 concerning establishment of a state subvention scheme for providing ustainable economic development. If the Issuer's request for obtaining grants is not approved, the basaltic wool project shall be solely financed with funds obtained within the Offer described in this document. Value and validity of the comfort letter BCR has accepted the issuance of such a letter of comfort totaling 11,200,000 Eur (of which 7,100,000 Eur investment loan and 4,100,000 Eur bridge loan for pre-financing the costs covered by state subvention), valid for 90 days, until 26/09/2013 and having the possibility to be extended. Penalties If the Issuer refuses to execute financing contracts approved by BCR for the project, BCR has the right to collect from Issuer a fee of 5,000 Eur. Issuers obligations If the Issuer obtains grants to finance The Project, it undertakes, inter alia: (i) to provide growth of the share capital to provide necessary and sufficient sources for co-funding the project, and (ii) to grant a preference right to BCR in deciding whether to fund The Project with a maximum amount of 11,200,000 Eur.

In the event of any claims based on comfort letter issued by BCR, the Issuer (i) shall provide BCR a letter of bank guarantee issued for an amount equal to the amount of such claims or (ii) shall constitute a first security interest in favor of BCR on a collateral account opened at BCR. In case of Issuers failure to complete such obligations and/or if the BCR pays any amounts under the Comfort Letter, the amount so paid shall be automatically converted into short-term loan (15 calendar days) granted to the Issuer. Interest rate for such a loan shall be made up of EurIBOR 6 months + 3.75%/year. In case of non-payment by the Issuer of amounts under the short-term loan in due time, an interest increased by 2% shall apply. Relevant provisions of BCR General Conditions of Loan Issuer has the obligation to: (i) refrain to contract or otherwise acquire any financial liability under other conditions than those established by BCR; ; refrain to dispose the property secured in favor of BCR without the prior consent of BCR; to require the prior written consent of BCR before changing or modifying the ownership structure by changing the shareholders holding, individually or together with other
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(ii) (iii)

shareholders, at least 20% of the share capital as a result of privatization, division, merger, sale of shares, transfer of shares, and in case of change of legal form of the Issuer; the obligation to obtain this consent does not apply to modification of ownership as a result of a public offer. In case of failure to complete any obligations incumbent under contracts concluded with BCR and the BCR General Conditions lo Loan, BCR is entitled to declare immediate maturities to all amounts outstanding by the Issuer in case of execution of financing documents. PRESENTING THE PROJECT FOR WHICH FOUNDING IS REQUESTED UNDER THE STATE SUBVENTION SCHEME REGARDING THE PROVISION OF SUSTAINABLE ECONOMIC DEVELOPMENT. The project targets construction of a production unit for mineral basaltic wool to be located in Berceni, Corlatesti village, Prahova district. The project involves: (i) construction of a plant for the production of mineral basaltic wool, (ii) provision with infrastructure and (electrical and mechanical) facilities and (iii) acquisition and installation of equipment for the manufacture of mineral basaltic wool. The total value of investment made in accordance with the general estimate amounts to 19,468 thousand Eur, being planned to be executed done on a land of about 5 ha located in Berceni, Corlatesti village, Prahova district. The investment includes additional infrastructure required for the implementation of the project. In terms of financing the investment (of approx. 19,5 million Eur), funds are to be obtained from the following sources: (i) (ii) state grant within the subvention scheme (amounting to approx. 7,3 million Eur); share capital increase (5.2 million Eur), according to GMS decision dated 03.06.2013, part of the capital increase will be achieved through Public Offer of shares decided by EGM decision no. 1 of 14/08/2013.. loan facility to be granted by BCR (of which 7.1 million Eur represents the investment loan). Interest rate is of EurIBOR 6M+3,75%. The loan shall be granted for a period of 96 months with linear repayment, with a grace period of 24 months, but not later than September 30th 2015.

(iii)

If the requested state subvention shall not be approved, the amount so requested shall be funded by the Issuer also from funds obtained on the Offer. Above mentioned BCRs facilities remain available to the Issuer. The issuer shall draw the amounts of this loan as needed, up to the maximum value. To the extent that the maximum value of these bridge loan facilities is exceeded, the shareholders may decide to temporarily use a portion of the profits reinvested by the Issuer, in order to provide the necessary cash flow for the performance of the activity.

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B.

SECURITY CONTRACTS

To guarantee Issuers fulfillment of obligations arising from loan agreements concluded with various commercial banks (as described above), the Issuer constituted in favor of various creditors various securities on movable and/or immovable properties owned by the Issuer, securities that are overviewed above. Mortgage contracts stipulate prohibition of security, the Issuer being unable to encumber or allow the presence of any encumbrances on properties for the benefit of third parties without the prior written consent of relevant creditors. Aforementioned mortgage contracts are enforceable. A summary of mortgage contracts is shown below. Mortgage contracts corresponding to loan agreements concluded with UTB B.1. B.1.1 Mortgage contracts on real property owned by the Issuer Mortgage concluded under the Loan agreement 82

To secure payment of obligations under Loan agreement 82, the Issuer concluded second to sixth mortgage contracts on the following lands and buildings located in Oradea, str. Uzinelor nr. 3, Bihor district: land area of 3,272 sqm, and buildings (parking), registered in the Land Registry of Oradea no. 150673, cadastral number 5711; land area of 9,483 sqm (in documents)/9,527 sqm (measured), and buildings (C1 in surface of 24 sqm , C2 in surface of 54 sqm , C3 in surface of 1.228 sqm , C4 in surface of 177 sqm , C5 in surface of 1.158 sqm and C6 in surface of 137 sqm ), registered in the Land Registry of Oradea no. 150729, cadastral no. 150729 and 150729-C1, 150729-C2, 150729-C3, 150729-C4, 150729C5, 150729-C6; land area of 3,827 sqm, and buildings (dry mortar plant in surface of 559 sqm, hall in surface of 217 sqm and 529 sqm, workshop in surface of 46 sqm), registered in the Land Registry of Oradea no. 150450, cadastral no. 3370; land area of 326 sqm, and buildings (ground hall and floor with offices (construction L+M) ), registered in the Land Registry of Oradea no. 152815, cadastral no. 3371/1; land area in surface of 577 sqm, and buildings (office building P+E in surface of 240 sqm), registered in the Land Registry of Oradea no. 150366, cadastral no. 3371/2; land area in surface of 366 sqm, and buildings (auto scale in surface of 54 sqm), registered in the Land Registry of Oradea no. 150401, cadastral no. 3371/3; land area of 1.484 sqm (in accordance with the last Land Registry excerpts, the new surface is of 1.746 mp), registered in the Land Registry of Oradea no. 150689, cadastral no. 150689 (old cadastral no. 3371/4).

Real estate mortgages on properties described above were established by real estate mortgage contracts: authenticated under no. 1159/14.12.2009 by Notary Public Stanca Valentina and Stanca AdrianVasile, secured amount 5,700,000 Eur; according to Land Register entries, the security is a second mortgage
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authenticated under no. 96/09.02.2010 by Notary Public Stanca Valentina and Stanca AdrianVasile, secured amount 200,000 Eur (the difference with which the initial 5,700,000 Eur loan was increased up to 5,900,000 Eur, according to addendum no. 1/26.01.2010 to the loan agreement); according to Land Register entries, the security is a third mortgage, authenticated under no. 431/22.04.2011 by Notary Public Stanca Valentina and Stanca AdrianVasile, secured amount 1,000,000 Eur (the difference with which the 5,900,000 Eur loan was increased up to 6,900,000 Eur, according to addendum no. 5/12.04.2011 to the loan agreement); according to Land Register entries, the security is a fourth mortgage, authenticated under no. 05/04.01.2013 by Notary Public Stanca Valentina and Stanca AdrianVasile, secured amount 2,000,000 Eur (the difference with which the 6,900,000 Eur loan was increased up to 8,900,000 Eur, according to addendum no. 10/04.01.2013 to the loan agreement); according to Land Register entries, the security is a fifth mortgage, authenticated under no. 450/10.05.2013 by Notary Public Stanca Valentina and Stanca AdrianVasile, secured amount 2,000,000 Eur (the difference with which the 8,900,000 Eur loan was increased up to 10.900.000 Eur, according to addendum no. 11/05.03.2013 to the loan agreement); according to Land Register entries, the security is a sixth mortgage.

B.1.2 Mortgage concluded under the Loan agreement 83 To secure payment obligations of Loan agreement 83, the Issuer concluded first mortgage contracts on the same lands and buildings located in Oradea, str. Uzinelor nr. 3, Bihor district, that are subject to the mortgage contracts concluded by the Issuer under the Loan agreement 82 and with an inferior rank: land area of 9,483 sqm (in documents)/9,527 sqm (measured), and buildings (C1 in surface of 24 sqm , C2 in surface of 54 sqm , C3 in surface of 1.228 sqm , C4 in surface of 177 sqm , C5 in surface of 1.158 sqm and C6 in surface of 137 sqm ), registered in the Land Registry of Oradea no. 150729, cadastral no. 150729 and 150729-C1, 150729-C2, 150729-C3, 150729-C4, 150729C5, 150729-C6; land area of 3,630 sqm in documents/3.632 sqm of measurements, and buildings (dry mortar plant in surface of 559 sqm, halls in surface of 217 sqm and 529 sqm, workshop in surface of 46 sqm), registered in the Land Registry of Oradea no. 150450, cadastral no. 150450 (old cadastral no. 3370) and 150450-C1, 150450-C2, 150450-C3 and 150450-C4; land area in surface of 326 sqm, and buildings (ground hall and floor with offices (construction L+M) ), registered in the Land Registry of Oradea no. 152815, cadastral no. 3371/1; land area in surface of 577 sqm, and buildings (office building P+E in surface of 240 sqm), registered in the Land Registry of Oradea no. 150366, cadastral no. 3371/2; land area in surface of 301 sqm, and buildings (auto scale in surface of 54 sqm), registered in the Land Registry of Oradea no. 150401, cadastral no. 150401(old cadastral no. 3371/3) and 150401C1. land area in surface of 1.746 sqm, registered in the Land Registry of Oradea no. 150689, cadastral no. 150689 (old cadastral no 3371/4) and 150689-C5.

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Real estate mortgages on the properties described above were established by first real estate mortgage agreement authenticated under no. 1157/14.12.2009 by Notary Public Stanca Valentina and Stanca Adrian-Vasile. Aforementioned mortgage contract contains a clause regarding the prohibition of security. The Issuer is prohibited to sell, encumber, lease, demolish, change or otherwise dispose of mortgaged property without the prior consent of UTB. Under the mortgage agreement described above, the Issuer is expressly prohibited to change its name or registered office without prior notice of UTB. B.1.3 Mortgage concluded under the Loan agreement 84

The Issuer and UTB concluded the first mortgage contract authenticated under no. 1160/14.12.2009 by the Notary Public Stanca Valentina and Stanca Adrian-Vasile, as it was modified by the addendum no. 1, authenticated under no. 95/09.02.2010 by the Notary Public Stanca Valentina and Stanca Adrian-Vasile. The mortgage objects Issuers properties located in Corlatesti, Berceni Village, Prahova district, parcel Cc270, plot 28 consisting of: land area of 100,635 sqm, and buildings (C1 - accommodation in surface of 180 sqm, C2-cantina in surface of 372 sqm, C3 water tank in surface of 20 sqm, C4- water tank in surface of 166 sqm, C5 pump station in surface of 3 sqm, C6 winter stables in surface of 868 sqm, C7 - hay deposit in surface of 512 sqm, C8- hay deposit in surface of 293 sqm (these buildings were deleted from the Land Register; C9 - construction tower in surface of 929 sqm and built area of 2.976,16 sqm, C10 hall in surface of 4,185 sqm, C11 drawbridges in surface of 192 sqm, C12 administrative building in surface of 558 sqm and built surface of 1685,65 sqm, C13 sewage treatment plant in surface of 295 sqm, C14-household water in surface of 161 sqm, C15 concreted platform in surface of 18,913 sqm), registered in the Land Register of Prahova no. 2128, cadastral no. 10705. Currently, according to excerpts from the Land Registry, the land area of 100,635 sqm is divided into 4 parcels in the surface of 41,227 sqm, 9,569 sqm, 49,198 sqm whose liens were deleted, and respectively, 6,641 sqm. In addition, the Issuer has built on the land of 9,569 sqm new construction (see Annex 2). The ortgage right mresulted from the first mortgage contract, authenticated under no. 1160/14.12.2009 by Notary Public Stanca Valentina and Stanca AdrianVasile, as it was amended by the addendum no. 1, authenticated under no. 95/09.02.2010 by Notary Public Stanca Valentina and Stanca Adrian-Vasile was also record on the new building. Mortgage contracts contain a clause regarding the security prohibition, the Issuer is prohibited to sell, encumber, lease, demolish, change or otherwise dispose of mortgaged property without the prior consent of UTB. The mortgage contract described above expressly prohibits the Issuer to change its name or registered office without prior notice UTB. Based on the mortgage contract concluded on 10.06.2013, authenticated under no. 556/10.06.2013 by the Notary Public Stanca Valentina and Stanca Adrian-Vasile, the Issuer has performed for UTB: an eighth mortgage on the land in surface of 1,746 sqm, registered in Land Register no. 150689 (former Land Register number 8003), cadastral no. 150689 (old cadastral number 3371/4);
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a second mortgage on construction C5 located in Oradea, str. Uzinelor nr. 3 consisting of in polystyrene plant, floor height, made of concrete and precast concrete elements, built in 2013, in surface of 1,599 sqm, registered in Land Register no. 150689 (old Land Register number 8003), cadastral number 150689-C5; and a mortgage on all future buildings, improvements, accessories and all subsequent ameliorations property described above, rents or present and future leases produced by the property and allowances payable under the guarantee/insurance contracts of any kind with respect to and in connection with payment of these rents or leases.

Issuer is prohibited to alienate, encumber, dismember, annex, demolish, restructure, arrange, construct, lease or otherwise dispose of mortgaged property without the prior consent of UTB. According to the provisions of the new Civil Code, any clauses that allow acceleration of secured obligations when the debtor constitutes other mortgages on mortgaged properties (the clause regarding the prohibition of guarantee) are considered unwritten. B.1.4 Mortgage concluded under the Loan agreement 85

To secure the payment obligations under Loan Agreement 85, the Issuer has concluded on 09.12.2009 a first real estate mortgage contract, authenticated under no. 1158/14.12.2009 by Notary Public Stanca Valentina and Stanca Adrian-Vasile on the following properties located in Oradea, Str. Uzinelor nr. 3, Bihor district that are subject to mortgage contracts concluded by the Issuer under the Loan agreement no. 82, namely: land area 3,272 sqm, and buildings (parking), registered in the Land Registry Oradea no 150673, cadastral no. 5711;

Mortgage contracts contain clauses regarding the security prohibition. The Company is prohibited to sell, encumber, lease, demolish, change or otherwise dispose of mortgaged property without the prior consent of UTB. Aforesaid mortgage contract expressly prohibits the Company to change its name or registered office without the prior notice of UTB in this aspect. B.1.5 Mortgage concluded under the Loan agreement 203

To secure the payment obligations of the Loan Agreement 203, the Issuer has concluded on 09.05.2012 a mortgage contract, authenticated under no. 383/09.05.2012 by Notary Public Stanca Valentina and Stanca Adrian-Vasile, constituting first and third mortgage on the following properties and lands located in Corlatesti, Berceni Village, Prahova district, parcel Cc270, plot 28:: land area in surface of 93,994 sqm, present and future buildings (C9 production tower in surface of 929 sqm and built surface of 2.976,16 sqm, C10 hall in surface of 4,185 sqm and built surface of 4,420.89 sqm, C11 Basque bridges in surface of 192 sqm, C12- sewage treatment plant in surface of 295 sqm, C13 concreted platform in surface of 16,085 sqm), registered in the Land Registry Berceni no. 20902 (coming from the conversion of the Land Registry no. 2418), cadastral no. 20902 (former Cadastral no. 10787) and 20902-C9, 20902-C10, 20902-C11, 20902-C12 and 20902-C13;

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land area in surface of 6,641 sqm, present and future buildings (C12 administrative building in surface of 558 sqm and built surface of 1,685.65, C14 - water management plant in surface of 161 sqm and C15 - concreted platform in surface of 2,828 sqm), registered in the Land Registry Berceni no. 20903 (coming from the conversion of the Land Registry no. 2419), cadastral no. 20903 (former cadastral no. 10788) and 20903-C1, 20903-C2 and 20903-C3; the property located in Cordun, location near pipes, Neamt district, parcel 44, plot 27A, consisting of land in surface of 39,273 sqm, registered in the Land Registry Cordun no. 51022, cadastral no. 51022.

The land having cadastral number 51022 was subdivided. One of the lots resulting from division (cadastral number 53.074) is in surface of 23,397 sqm. On this lot the construction C1 - dry mortar plant was built. According to the relevant excerpt, the mortgage was also extended on the building C1 - dry mortar plant, built in 2013 in surface of 3,884 sqm, registered in the Land Registry 53.074, cadastral number 53.074 - C1, under the addendum no. 1 authenticated under no. 574/13.06.2013 by the Notary Public Stanca Valentina and Stanca Adrian-Vasile and the mortgage agreement authenticated under no. 383/09.05.2012 by the Notary Public Stanca Valentina and Stanca Adrian-Vasile. Also, a mortgage is considered to be instated on present and future incomes (e.g. rent) and also on compensations payable under the security/insurance contracts of any kind with respect to and in connection with the payment of these rents. Aforesaid mortgage contract expressly prohibits the Issuer to change its name or registered office without prior notice of UTB. Mortgage contracts contain clauses of security prohibition; Issuer is prohibited to alienate, encumber, dismember, annex, demolish, restructure, arrange, construct, lease or otherwise dispose of mortgaged property without the prior consent of UTB. Observe mentions above regarding the provisions of the new Civil Code on the prohibition clauses regarding the security prohibition. Under the Loan agreement concluded on 10.06.2013, authenticated under no. 557/10.06.2013 by the Notary Public Stanca Valentina and Stanca Adrian-Vasile, The Issuer has constituted in favor of UTB: A ninth mortgage on land in surface of 1,746 square meters, registered in Land Registry no. 150689 (former Land Registry number 8003), cadastral no. 150689 ( old cadastral no. 3371/4); A third mortgage on the building C5 located in Oradea, str. Uzinelor nr. 3 consisting of polystyrene factory, one floor height, built of concrete and precast concrete, built in 2013 with in surface of 1,599 square meters, registered in Land Registry no. 150689 (former Land Registry number 8003), cadastral no. 150 689-C5, and A mortgage on all future buildings, improvements, accessories and all subsequent ameliorations of the property described above, rents or present and future leases produced by the property and of the payable indemnities under the guarantee/insurance contracts of any kind with respect to and in connection with payment of such rents or leases.

Issuer is prohibited to alienate, encumber, dismember, unify, demolish, restructure, arrange, construct, lease or otherwise dispose of mortgaged property without the prior consent of UTB.

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Observe the mentions above regarding the provisions of the new Civil Code on the clauses concerning the prohibition of security. B.1.6 Mortgage concluded under the Loan agreement 202

To secure the payment obligations of the Loan Agreement 202, the Issuer concluded on 09.12.2011 a mortgage contract authenticated under no. 1390/09.12.2011 by Notary Public Stanca Valentina si Stanca Adrian-Vasile, as modified by the addendum authenticated under no. 703/18.07.2012 by Notary Public Stanca Valentina si Stanca Adrian-Vasile, setting up: (i) a first mortgage on the following lands and buildings located in Corlatesti, Berceni Village, Prahova district, parcel Cc270, plot 28: land area of 6,000 sqm, and buildings (production department for insulation materials and office (P+1E)) in surface of 3,949 sqm, cadastral no. 20811- C1 and annex (central heating), cadastral no. 20811-C2, registered in Land Registry no. 20811 (coming from the conversion of the Land Registry no. 2129), cadastral no. 20811 (former cadastral no 10706);

(ii)

a second mortgage on the following lands and buildings located in Corlatesti, Berceni Village, Prahova district, parcel Cc 270, plot 28: land area in surface of 93,994 sqm, present and future buildings (C9 manufacturing tower in surface of 929 sqm and built surface of 2.976,16 sqm, C10 hall in surface of 4.185 sqm and built surface of 4,420.89 sqm, C11 Basque bridges in surface of 192 sqm, C12- sewage treatment plant in surface of 295 sqm, C13 concreted platform in surface of 16,085 sqm), registered in the Land Registry Berceni no. 20902 (coming from the conversion of the Land Registry no. 2418), cadastral no. 20902 (former Cadastral no. 10787) and 20902-C9, 20902-C10, 20902-C11, 20902-C12 and 20902-C13; land area in surface of 6,641 sqm, present and future buildings (C12 administrative building in surface of 558 sqm and built surface of 1,685.65, C14 - water management plant in surface of 161 sqm and C15 - concreted platform in surface of 2.828 sqm), registered in the Land Registry Berceni no. 20903 (from the conversion of the Land Registry no. 2419), cadastral no. 20903 (former cadastral no. 10788) and 20903-C1, 20903-C2 and 20903-C3;

The mortgage contracts described above contain clauses that expressly prohibit the Issuer to modify its name and register office without a prior consent of UTB, but also the clause regarding the security prohibition. Issuer is prohibited to sell, encumber, lease, demolish, change or otherwise dispose of mortgaged property without the prior consent of UTB. According to the provisions of the new Civil Code, any clauses that allow the acceleration of the secured obligations if the debtor constitutes other mortgages on mortgaged properties (the clause regarding the prohibition of guarantee) are considered unwritten. Based on the mortgage contract concluded on 10.06.2013, authenticated on 555/10.06.2013 by Notary Public Stanca Valentina and Stanca Adrian-Vasile, the issuer has constituted in favor UTB:

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a seventh mortgage on the land in surface of 1,746 sqm, registered in CF no. 150689 (former Land Registry no. 8003), cadastral no. 150689 (former cadastral no 3371/4); a first mortgage on the construction C5 located in Oradea, str. Uzinelor no. 3 consisting of polystyrene plant, one floor height, built of concrete and precast concrete, built in 2013 with in surface of 1,599 square meters, registered in Land Registry no. 150689 (former Land Registry number 8003), cadastral no. 150 689-C5, and a mortgage on all future buildings, improvements, accessories and all subsequent ameliorations of the property described above, rents or present and future leases produced by the property and of the payable indemnities under the guarantee/insurance contracts of any kind with respect to and in connection with payment of such rents or leases.

Issuer is prohibited to alienate, encumber, dismember, unify, demolish, restructure, arrange, construct, lease or otherwise dispose of mortgaged property without the prior consent of UTB. Observe the above mentions regarding the provisions of the new Civil Code on the clauses concerning the security prohibition. B.2 B.2.1 Mortgage on the present and future accounts opened at UTB Security interest on on accounts under the Loan agreement 82

The Issuer has concluded with UTB security interest contract on bank accounts, dated 09.12.2009 (secured amount 5,7 million Eur) as subsequently amended by: addendum no. 1/26.01.2010 (secured amount 5,900,000 Eur, increased according to addendum no. 1/26.01.2010 of the loan agreement); and addendum no. 2/12.04.2011 (secured amount 6,900,000 Eur, increased according to addendum no. 5/12.04.2011 of the loan agreement).

To secure the amount of 4,000,000 Eur, that increased the loan granted under the Loan agreement 82, the Issuer and UTB signed security interest contracts on accounts, governed by the new Civil Code as follows: Security interest dated 04.01.2013 (secured amount 2,000,000 Eur, the difference with which the loan was increased, from 6,900,000 Eur to 8,900,000 Eur (according to the addendum no. 10/04.01.2013 to the Loan agreement 82); and Security interest dated 10.05.2013 (secured amount 2,000,000 Eur, the difference with which the loan was increased, from 8,900,000 Eur to 10,900,000 Eur (according to the addendum no. 11/05.03.2013 Loan agreement 82).

The object of the security interest contracts is represented by bank accounts and sub-accounts opened or to be opened by the Issuer at UTB. Mortgage contracts contain clauses regarding the security prohibition; the Issuer is prohibited to constitute encumbrances on properties for the benefit of third parties without the prior written consent of UTB.

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Based on these two security interest contracts, UTB has acquired control of the bank accounts. B.2.2 Security interest concluded on accounts under the Loan agreement 83, Loan agreement 84, Loan agreement 85, Loan agreement 202, Loan agreement 203, Loan agreement 152, Loan agreement 306 and Loan agreement 307, Overdraft Loan agreement

Apart from the contract described in B.2.1, the Issuer concluded with UTB security interest contracts on the bank accounts, dated 09.12.2009, 12.04.2011, 23.11.2011, 09.01.2012, 06.02.2013, 08.05.2013. The object of the security interest contracts is represented by the bank accounts and sub-accounts opened or to be opened by the Issuer at UTB. Based on these two security interest contracts, UTB has acquired control of the bank accounts. Mortgage contracts contain clauses regarding the security prohibition; the Issuer is prohibited to constitute encumbrances on properties for the benefit of third parties without the prior written consent of UTB. Observe the above mentions above about provisions of the new Civil Code on the security prohibition clauses guarantee. B.3 B.3.1 Transfer agreement for receivables and related accessories Transfer agreement for receivables and related accessories concluded under the Loan agreement 82

Issuer and UTB have concluded the transfer agreement dated 09.12.2009 (as amended by the Addendum no. 1/26.01.2010 and by addendum no. 2/12.04.2011) which secures the amount of 6,900,000 Eur. Mortgaged assets consist of all the rights and interests of present and future incomes and revenues of the Issuer resulting from current and future contracts and/or firm orders and/or invoices signed/issued by the Issuer with its customers and also the rights and/or claims resulting of other documents accepted by law or by the commercial practice.

B.3.2

Transfer agreement for receivables and related accessories concluded under the Loan agreement, Loan agreement 84, Loan agreement 85

Issuer and UTB have concluded the transfer agreements dated 09.12.2009 Mortgaged assets consist of all the rights and interests of present and future incomes and revenues of the Issuer resulting from current and future contracts and/or firm orders and/or invoices signed/issued by the Issuer with its customers and also the rights and/or claims resulting of other documents accepted by law or by the commercial practice. B.4 B.4.1 Security interests on receivables and related accessories Security interests on receivables and related accessories concluded under the Loan agreement 82

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Issuer and UTB have concluded security interest contract on the receivables and related accessories, dated 22.11.2011, the secured amount being of 6,900,000 Eur. To guarantee the amount of 4,000,000 Eur with which the loan granted under the Loan agreement 82 was increased, the Issuer and UTB have concluded security interests on receivables and related accessories, governed by the new Civil Code, as follows: Security interest dated 04.01.2013 (secured amount 2,000,000 Eur, the difference with which the loan was increased, from 6,900,000 Eur to 8,900,000 Eur (according to the addendum no. 10/04.01.2013 to the Loan agreement 82); and Security interest dated 10.05.2013 (guaranteed amount 2.000.000 Eur, the difference with whom the loan was increased, from 8.900.000 Eur to 10.900.000 Eur (according to the addendum no. 11/05.03.2013 Loan agreement 82).

Mortgaged assets consist of the universality of cash receivables of the Issuer arising from current contracts and future contracts and/or firm orders and/or invoices signed/issued by the Issuer with its customers and the rights and/or claims resulting from other documents permitted by law or commercial practice (including but not limited to, contracts for sale, lease, insurance). Mortgages contain the prohibition clause of security, the Issuer being banned to constitute encumbrances on the properties for the benefit of third parties without the prior written consent of UTB. As an exception, according to security interest contract dated 04.01.2013, the Issuer is expressly prohibited to provide guarantee over the mortgaged assets in any situation. Observe above mentions about provisions of the new Civil Code on the security prohibition clauses. B.4.2 Security interest on receivables and related accessories concluded under the Loan agreement 83, Loan agreement 84, Loan agreement 85, Loan agreement 202, Loan agreement 203, Loan agreement 306 and Loan agreement 307

Issuer and UTB have concluded security interest contract on the receivables and related accessories dated 22.11.2011, 23.11.2011, 09.01.2012, 06.02.2013. Mortgaged assets consist of the universality of cash receivables of the Issuer arising from current contracts and future contracts and/or intake orders and/or invoices signed/issued by the Issuer with its customers and the rights and/or claims resulting from other documents permitted by law or commercial practice (including but not limited to, contracts for sale, lease, insurance). Mortgages contain the security prohibition clause, the Issuer being prohibited to constitute encumbrances on the properties for the benefit of third parties without the prior written consent of UTB. B.5 B.6 Transfer of rights resulting from insurances policies (all risks-type insurance policy) Security interest on stock of goods, finished products and goods

B.6.1 Security interest contract on stock of commodities, finished products and goods concluded under the Loan agreement 82

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To secure the amount of 6,900,000 Eur, the Issuer and UTB have concluded security interest contract on stocks dated 09.12.2009, modified by addendum no. 1/26.01.2010 and by addendum no. 2/12.04.2011. To guarantee the amount of 4,000,000 Eur with which the granted loan was increased, under the Loan agreement 82, the Issuer and UTB have concluded security interests on the stocks governed by the new Civil Code as follows: Security interest dated 04.01.2013 (secured amount 2,000,000 Eur, the difference with which the loan was increased, from 6,900,000 Eur to 8,900,000 Eur (according to the addendum no. 10/04.01.2013 to the Loan agreement 82); and Security interest dated 10.05.2013 (guaranteed amount 2,000,000 Eur, the difference with which the loan was increased, from 8,900,000 Eur to 10,900,000 Eur (according to the addendum no. 11/05.03.2013 Loan agreement 82).

The object of the mortgage contracts is constituted by the stock of commodities, finished products and goods located in Oradea, str. Uzinelor nr. 3, Bihor district and in Corlatesti, Berceni Village, Prahova district, parcel Cc270, plot 28 and in Cordun Village, Neamt district. Security interest contracts contain clauses regarding the security prohibition. Issuer is prohibited to constitute encumbrances on mortgaged goods for the benefit of third parties without the prior written consent of UTB. B.6.2 Security interest contract on stock of commodities, finished products and goods concluded under the Loan agreement 306 and Loan agreement 307

Based on security interest contracts dated 06.02.2013 a security interest was also established in favor of UTB on all stocks of raw materials, finished goods, present and future merchandise, owned/ that shall be owned by the Issuer, and also on the Issuer's cash receivables arising from insurance contracts executed to insure mentioned above goods. Security interest contracts contain clauses regarding the security prohibition. Issuer is prohibited to constitute encumbrances on mortgaged goods for the benefit of third parties without the prior written consent of UTB. Observe the above mentions about the provisions of the new Civil Code on the security prohibition clauses. B.7 B.7.1 Security interest on machinery and equipment Security interest on machinery and equipment located in Oradea, str. Uzinelor nr. 3, Bihor district, owned by the Issuer, concluded under the Loan agreement 82

To secure the amount of 6,900,000 Eur, the Issuer and UTB concluded security interest contract on machinery and equipment dated 09.12.2009, modified by addendum no. 1/26.01.2010 and by addendum no. 2/12.04.2011. To secure the amount of 4,000,000 Eur with which the granted loan was increased, under the Loan agreement 82, the Issuer and UTB have concluded security interests on the machinery and equipment, governed by the new Civil Code as follows:

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1. Security interest dated 04.01.2013 (secured amount 2,000,000 Eur, the difference with which the loan was increased, from 6,900,000 Eur to 8,900,000 Eur (according to the addendum no. 10/04.01.2013 to the Loan agreement 82); and 2. Security interest dated 10.05.2013 (secured amount 2,000,000 Eur, the difference with which the loan was increased, from 8,900,000 Eur to 10,900,000 Eur (according to the addendum no. 11/05.03.2013 Loan agreement 82). Mortgaged assets consist of present and future equipment owned/ that shall be owned by the Issuer, and also on the Issuer's cash receivables arising from insurance contracts signed to ensure mentioned above goods. Security interest contracts contain clauses regarding the security prohibition. Issuer is prohibited to constitute encumbrances on mortgaged goods for the benefit of third parties without the prior written consent of UTB. According to the provisions of the New Civil Code, any clauses that allow the acceleration of the guaranteed obligations if the debtor constitutes other mortgages on mortgaged properties (the clause regarding the prohibition of guarantee) are considered unwritten.

B.7.2 Security interest on machinery and equipment concluded under Loan agreement Loan agreement 83, Loan agreement 84, Loan agreement 85, Loan agreement 202, Loan agreement 203, Loan agreement 152, Loan agreement 306, Loan agreement 307, Loan agreement on Overdrafts Issuer and UTB concluded security interest contracts on equipment and machinery dated de 09.12.2009, 12.04.2011, 23.11.2011, 09.01.2012, 06.02.2013. The object of security interest contracts is constituted by the machinery and equipment: located in Oradea, str. Uzinelor nr. 3, Bihor district; located in Corlatesti, Berceni Village, Prahova district, parcel Cc270, plot 28; owned/shall be owned by the Issuer, financed by UTB/refinanced by the credit facility granted according to the Loan agreement 85; present and future owned/shall be owned by the Issuer, acquired through investments made in the mortars and adhesives plant, whose acquisition was financed by UTB and also cash receivables of the Issuer arising from insurance contracts concluded for the supply of mentioned goods; Present and future owned/shall be owned by the Issuer, acquired through investments performed at the polystyrene plant, located in Corlatesti, Berceni Village, Prahova district, whose acquisition was financed/refinanced by UTB and cash receivables of the Issuer arising from insurance contracts concluded to ensure mentioned goods; located in Corlatesti, Berceni Village, Prahova district, belonging to the polystyrene plant; from the future mortars and adhesives plant located in Cordun, Neamt district, belonging to the polystyrene plant, also cash receivables of the Company arising from insurance contracts concluded for the supply of mentioned goods.

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Security interest contracts contain clauses regarding the security prohibition. Issuer is prohibited to constitute encumbrances on mortgaged goods for the benefit of third parties without the prior written consent of UTB. Observe above mentions about the provisions of the new Civil Code on the security prohibition clauses. B.8 PROMISSORY NOTES

For securing obligations arising from the loan agreements concluded with UTB and described above, the Issuer has issued a blank promissory note in favor of UTB, both credited by Marcel Barbut, but also not guaranteed.

C. C.1

Mortgage contracts related with the Loan agreement 3679 concluded with BT First security interest on machinery owned by the Issuer, located in Oradea, Str. Uzinelor and at the registered office in Corlatesti

Issuer concluded with BT a security interest contract no. 3679/GAJ01/18.02.2013 on determined existing assets. Mortgaged property consisting of front loader type Vola Liebherr L524, bag packing line Guerze / GRN 20, sieves line GKM, sand conveyor line Welding, and the products obtained as result of the capitalization of the above mentioned goods, including rights arising from insurance policies. It makes no express mention of the fact that these machines have been or will be purchased from the credit granted to the Issuer by BT. The Issuer has not and will not in any way constitute any other burden on mortgaged property without the express written consent of BT. According to the provisions of the new Civil Code, any clauses that allow the acceleration of the secured obligations if the debtor constitutes other mortgages on mortgaged properties (the clause regarding the security prohibition) are considered unwritten. The issuer shall not conclude any inalienability/ conventional imperceptible clause on the mortgaged goods. C.2 First security interest on future goods consisting of paint and plasters production line, goods that shall be purchased by Company from the supplier Vibromac Italy

The Issuer concluded with BT security interest contract no. 3679/GAJ02/18.02.2013 on determined assets. Mortgaged property consisting of production line for paints and plasters, provider Vibromac Italy, with the following composition: silo, equipment for weighing and distribution of powder, production machinery, additives equipment, piping, electrical connections, weighing and process control system, filling line for water based paint and decorative plaster, water treatment equipment that will be purchased from the credit granted by BT, and from the products obtained as result of the above mentioned goods,

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including rights arising from insurance policies. The Issuer may not and shall not in any way constitute any other burden on mortgaged property without the express written consent of BT.

Observe the above mentions about the provisions of the new Civil Code on the security prohibition clauses. The issuer shall not conclude any inalienability/ conventional imperceptible clause on the mortgaged goods. C.3 Security interest on revenues and current account balance of the debtor opened at BT

The Issuer and BT concluded the security interest contract no. 3679/CES/01/18.02.2013 on revenues and current balance and on sub-accounts opened at BT. The Issuer may not constitute and register any other guarantee regarding the accounts subject of the security interest contract without the express written consent of BT. Observe the above mentions about the provisions of the new Civil Code on the security prohibition clauses.

D. FINANCIAL LEASE CONTRACT The Issuer concluded 46 financial lease contracts with (i) UniCredit Leasing Corporation IFN S.A. (UniCredit Leasing), (ii) VB Leasing Romania IFN S.A. (VB Leasing), (iii) Porsche Leasing Romania IFN S.A. (Porsche Leasing), (iv) Iveco Capital Leasing IFN S.A. (Iveco Leasing) and (v) IKB Leasing Finance IFN S.A. (IKB Leasing). D.1 D.1.1 Lease Contracts concluded with UniCredit Leasing General Description

The Issuer concluded 14 lease contracts with UniCredit Leasing in amount of approximately 4,952,970 Eur. Securities: To secure obligations under the leases contracts, the Issuer issued in favor of UniCredit Leasing promissory notes (both guaranteed and not guaranteed by Marcel Barbut). Relevant provisions of the lease contracts: (i) (ii) (iii) The Issuer shall inform UniCredit Leasing of any changes in the ownership structure. Any change in control of the Issuer can be done only with prior written permission of UniCredit Leasing; The Issuer shall not encumber the assets subject to finance leases contracts without the consent of UniCredit Leasing; if an Issuers event of default occurs , UniCredit Leasing has the right to (a) request foreclosure of financial leasing contracts and liquidated damages, (b) terminate by operation of law the contracts of finance lease with payment of damages and (c) take any other action that UniCredit Leasing may deems necessary;

The following situations are considered Issuers faults:

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Issuer or guarantor are in delay with more than 30 days with their payment obligations or with other obligations under other contracts concluded with UniCredit Leasing or other companies within UniCredit group (cross-default clause); The risk incurs or exists that exceptional circumstances occur that, in the reasonable acceptance of UniCredit Leasing, could have a material adverse effect on Issuer's ability to fulfill its obligations under finance lease contracts that render unreasonable the continuation of performance of finance leases contracts by UniCredit Leasing; Issuer does not inform UniCredit Leasing regarding its intention to change the Constitutive Act regarding the ownership structure within 10 days of such change; Issuer does not fulfill its obligations of notification in accordance with paragraph (i) above.

(iv)

The Issuer shall not disclose the contents of finance leases contracts (in full or in part) to third parties without the prior written consent of UniCredit Leasing, except when (a) the disclosure is required by law or requested by Issuers creditors, (b) disclosure is necessary for exercise rights and fulfill obligations provided under finance leases contracts or (c) in case of Issuers fault.

In order to comply with the above obligations, the Issuer has obtained the consent of UniCredit Leasing to disclose information contained in leases contracts to third parties. D.1.2 Real Estate Financial Lease Nr. 30041785 (Lease Contract)

Lease contract type Sale & Leaseback was concluded between UTB Leasing and the Issuer on 07.06.2013, for a period of 60 months, down payment of 568,462.42 Eur already made, a financed value of 1,000,000 Eur and a residual value of 10.00 Eur. The lease contract has as object the following real estate: (i) apartment no. 2, located in Berceni Locality, Corlatesti Village, Prahova district, cadastral number 21571-C1-U2, registered in the Land Registry 21571-C1-U2, consisting of land in surface of 3.771,15 sqm, joint ownership in surface of de 9.569 sqm., construction production hall and storage hall, with a total built surface of 3,799.27 sqm and a net total area of 3,739.75 sqm, and all facilities, installations, ameliorations and equipment embedded and/or intended for the building use and undivided share of 39.41% of the common surface of use, and apartment n. 3, located in Berceni Locality, Corlatesti Village, Prahova district, cadastral number 21571-C1-U3, registered in the Land Registry 21571-C1-U3, consisting of land in surface of 1.887 sqm, joint ownership in total surface of de 9.569 sqm, construction paint hall, with a total built surface of 1.901,15 sqm and a net total area of e 1.860,72 mp, and all facilities, installations, ameliorations and equipment embedded and/or intended for the building use and undivided share of 19,72% of the common surface of use.

(ii)

Ownership on real property described above was assigned by the Issuer to UTB Leasing under the Purchase Contract authenticated under no. 1424 dated 07.06.2013. The Issuer and UTB Leasing executed a Contract to establish a free easement by the Issuer in favor of UTB Leasing, a right of way for pedestrian traffic, and parking easement on land in surface of 41,227 sqm, located in the Corlatesti

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locality, Berceni Village, Prahova district, with cadastral number 21577 registered in the Land Registry 21577 of Berceni Village, Prahova district.

Lease rate and penalty interests The Lease contract set a lease rate (i) EurIBOR 3M + 6%/year and (ii) and penalty interests of 0,25%/ day of delay after the due date, calculated on the outstanding amounts. Maturity The Lease contract is concluded within 60 months from the commencement of the next month of entering into force the Purchasing Contract authenticated under no. 1424 of 07.06.2013. Relevant provisions of the lease contract (i) The Issuer shall inform UTB Leasing in advance on all contracts that the Issuer intends to conclude concerning the good that is subject of the lease contract; The Issuer does not have the right to sell, donate, borrow, mortgage or to allow in any way the of the property that is the subject of the lease contract, or to confer rights upon them to third parties;; The Issuer must inform UTB Leasing of any changes in ownership structure. Changing of control of the Issuer is subject of the prior approval of UTB Leasing; The following represent situations of negligence as follows: (a) the Issuer, its affiliates or its guarantor are in delay with payment obligations or other obligations resulting from other contracts concluded with UTB Leasing or other companies in its group, (b) the change of one or more of the shareholders, administrators or significant persons of the Issuer or reorganization/restructuring of the Issuer takes place without the prior written consent of UTB Leasing (c) change of any of the shareholders of any guarantor of Issuers obligations or legal reorganization/restructuring of any guarantor of the Issuer without notifying UTB Leasing in writing with at least 30 calendar days ; the Issuer will not encumber in any the assets of its patrimony and shall not sign contracts under which the assets of its patrimony are encumbered as securities for the good performance of certain contractual obligations, without the prior written consent of UTB Leasing .

(ii)

(iii)

(iv)

(v)

Securities The Lease Contract is secured with: (i) Security interest on receivables representing all present and future rents or leases produced by the real properties subject of the Lease Contract, but also the indemnities under the contracts of guarantee/assurance regarding the payment of such rents or leases, to be collected from the future rental agreements. In addition, it prohibited the interdiction of encumbrance of such claims for of any person without prior consent of UTB Leasing; (ii) (iii) 8 blank promissory notes endorsed by Barbut Marcel; Security interest on the collateral deposit account that shall be supplied with the RON equivalent of 55,000.00 Eur and shall be constantly supplied with this amount until the discharge of full
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payment of all secured obligations. In addition, an interdiction is provided concerning encumbrance of this account for any other person without the consent of UTB Leasing. Insurance According to the Lease Contract, a complex policy was signed for material damages no. 8068685E issued on 28.06.2013 by Generali in which UTB Leasing has the quality of insurer, and the company is the user. D.2 Lease Contracts concluded with VB Leasing

The Issuer has concluded 26 lease contracts with VB Leasing. On Prospectus date these contracts are no longer in force. The Issuer also concluded 2 Contracts of Novation with VB Leasing (as lessee) and Flamav Trans SRL (as lessor), amounting to approximately 40,675.51 Eur.

Guarantee For securing the obligations of the Lease Contracts, the Issuer has issued a not guaranteed promissory note for VB.

Relevant provisions of lease contracts: Among the relevant provisions of finance leases, the following are stated: (i) the Issuer shall inform VB Leasing in connection with any amendment of Constitutive Act in 2 days from the date of the modification and VB Leasing shall provide, any documents related to this change; failure to meet the obligations of paragraph (i) above shall give VB Leasing the right to claim damages from the Issuer and to terminate the finance leases contracts. Lease Contracts concluded with Porsche Leasing

(ii)

D.3

Issuer has concluded 6 financial lease contracts with Porsche Leasing of approximately 339,639.87 Eur. Relevant provisions of the lease contracts: (i) (ii) (iii) The Issuer declares to inform Porsche Leasing within 10 days of the issuers change of control; The Issuer shall not encumber the assets subject to finance leases without prior written consent of Porsche Leasing; for Issuers failure to complete its obligations under finance lease contract, Porsche Leasing has the right to: require the fulfillment of the obligations in question; suspend fulfillment its own obligations until the Issuer completes its obligations; fulfill the obligations of the Issuer, at the expense thereof; foreclose the obligations; terminate the financial leasing contract, or use any other means provided by law or by the finance lease contract.

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(iv)

The Issuer expressly agrees that if multiple financial debts are registered on due date resulting from any other financial lease/loan agreement concluded with Porsche Leasing and/or other creditors, Porsche Leasing has the right to declare the financial lease contract immediately payable; Porsche Leasing may request, if necessary, the settlement by the Issuer of certain securities; Porsche Leasing has the right to immediately terminate the contract of finance lease if the Issuer fails to fulfill its obligations arising from agreements concluded with Porsche Leasing; The Issuer shall not disclose confidential information to any third party (other than its employees) without the prior written consent of Porsche Leasing; In order to fulfill their obligations of disclosure in the Offer, the Issuer has obtained the consent of Porsche Leasing to disclose information to third parties, for purposes of the Offer.

(v) (vi) (vii)

D.4

Lease Contract concluded with Iveco Leasing

Issuer has concluded one financial lease contract with Iveco Leasing in amount of 223,148.95 Eur. Relevant provisions of the Lease Contract: (i) Iveco Leasing has the right to terminate the financial lease contract in case of transfer of shares and/or other changes that could affect more than 40% of the participation structure in the share capital of the Issuer; The Issuer shall not constitute any security on goods subject to finance lease contract.

(ii)

D.5

Lease contract concluded with IKB Leasing

The financial lease contract concluded with IKB Leasing has a value of 359.234,90 Eur. Securities: For securing the obligations of the Lease Contracts, the Issuer has issued a not guaranteed promissory note for IKB Leasing.

Relevant provisions of the Lease Contract: - Issuer shall not constitute any security on goods subject of the finance lease contract. Issuer has obtained the consent of IKB Leasing Issuer to disclose information contained in the lease contract, for the purposes of the Offer. Most of these finance lease contracts are secured by blank promissory notes issued by the Issuer in favor of leasing companies, endorsed and not by Marcel Barbut.

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E.

COMMERCIAL CONTRACTS

According to the declaration of the company, the most important sales contracts (taking into account the revenues corresponding to 2012) were concluded with outlet stores, in particular with Arabesque SRL, Dedeman SRL, Praktiker Romania SRL, and Baumax Romania SRL. The total value of these contracts amounted to approximately 20% of the revenues recorded by the Company in 2012. The leading suppliers of the Company in 2012 were Baupartner SRL, Holcim (Romania) SA, Rompetrol Downstream SRL, Synthos group and Dow Eurpe GmbH, which represents approximately 50% of the total purchases made by the Company in 2012, indicating that almost 20% of the value of acquisitions for 2012 were generated by the construction of the production facility from Cordun under the contract concluded with Baupartner SRL. The company signed over 100 contracts for distribution and sale agreements with 600 department stores and small shops. Below some of the most significant recent contracts concluded by the Company are summarized.

Dufa The company concluded on February 28th 2013 a sales contract which requires it to acquire products that are located on the Dufa Tec SRL inventory, as described in the annex of the sales contract. Also on February 28, 2013, the Company and Dufa Tec SRL, have concluded a sublicense contract regarding the trademark "Dfa" described in Section 1.7 above. The sub-licensing agreement for the brand "Dfa" expires on March 1, 2016 and may be terminated unilaterally in the event that either party notifies the breach of contractual obligations, subject to a notice period of 90 days. For more details, see Section 1.7. Schomburg On July 30th 2013, the Company concluded a series of contracts with the Schomburg Romania SRL ("Schomburg"), a subsidiary of International Aquafin and part of the Schomburg Group, one of the contract objecting the acquisition by the Issuer of know-how (recipes and preparation methods) on a number of products manufactured and distributed in Romania, described in Section 1.7 above. Also, the Company concluded on July 31th 2013, a consignment contract undertaking to sell Schomburg stocks and equipment with the obligation to purchase, on December 31th 2013, machinery and stocks that are unsold or sold and not paid until December 5th 2013, to the extent to which they are not expired or are not about to expire. Consignment contract can be terminated unilaterally by either party for proved failure, by the other party, of an essential obligation. Also on July 31st 2013, the Company concluded a cooperation and distribution contract with Schomburg GmbH for an indefinite period through the Company assumes the obligation, to distribute exclusively Schomburg GmbH products of the additives for concrete and epoxy flooring department in Romania, as well and other products, as Schomburg GmbH shall inform the Company. Under this contract, the Company acquires in its behalf delivered products by Schomburg GmbH, according to a price list agreed by the parties and that is annually updated. The Company also assumes obligations on promoting Schomburg GmbH products. The Cooperation and distribution contract can be terminated unilaterally by either party with six months notice. Through collaboration with the Schomburg, the Issuer enters the market of products and the special treatment systems of construction, waterproofing and other highly specific works (e.g. epoxy flooring, waterproofing products).
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Zentyss Under the collaboration agreement signed on July 24th 2013 between the Company and Zentyss SRL ("Zentyss") Zentyss undertakes to produce, for the next decade, extruded polystyrene panels under the Company's monthly requests and using raw materials delivered by the Company. In addition, the Company will provide exclusive distribution and integrated production of extruded polystyrene panels Zentyss, resulting from raw material provided by Adeplast, both to Zentyss (domestic and foreign) customers and also to customers identify by the Company. Zentyss has the right to manufacture and deliver products directly to their own customers products as a result of its own raw materials. After expiration of an interval that begins 180 days after the date of execution of cooperation contract and ends at 360 days after the date of execution of the contract, Adeplast has the exclusive and unilateral option, but not the obligation, to request Zentyss to start a process of merger by absorption of Zentyss in Adeplast. If one or more of the provisions of Adeplast option cannot be met by Zentyss, Adeplast is entitled, inter alia, to terminate the collaboration contract. Cooperation contract between the Issuer and Zentyss may terminate in the event that either party fails to meet its contractual obligations and has not remedied such within five days of the date the other party gives notice of non-compliance. Termination will occur on the date specified in a supplementary notice of termination, but not later than 60 days after the date of notice of termination. The Issuer declares that Adeplast and Zentyss are not competitive in terms of competition law. 1.10 Employees

General information regarding employees

At the end of June 2013 the total number of Adeplast employees is of 294, representing persons employed with individual labor contracts on indefinite/determined duration. Distribution of employees according to activities performed, lines of business in which they operate and geographic location at the end of June 2013 is shown in the graphs below:

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At the end of June 2013, 70.75% of Issuer's employees had signed labor contracts for an indefinite period, while 29.25% of the employees had signed fixed-term labor contracts. According to the criterion of seniority of employees, according to information provided by the Company, out of 294 employees, 258 employees have seniority between 0-5 years, 23 employees have seniority between 5 - 10 years, and 13 employees have seniority over 10 years. Based on higher education studies graduated by employees according to information provided by the Company, out of 294 of employees, 59 employees have graduate studies and 235 have undergraduate education. Based on age, out of 294 employees, 123 employees were aged between 16-35 years, and 159 employees were aged between 35-50 years, and only 10 are over the age of 50 years.

Collective Labor Agreement According to statements of the Company's management, negotiations between the Company and the employees' representatives have not resulted in signing a collective labor agreement that governs, among other things, individual and collective labor relations of the company, in its capacity as employer, and its employees, the business hours and rest time, wages, health and safety, working conditions, training, social protection of employees and any other rights and obligations arising from labor relations.

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Individual labor contract and wages According to amendments to labor legislation in 2011, each individual labor contract concluded by an employer to its employees must contain certain elements, including criteria for assessment of professional activity of the employee, applicable to the employer. From this point of view, the standard model of individual labor contracts used by the Company includes these criteria being updated according to changes made by the Ministry of Labor and Social Solidarity. 64/2003 by Order no. 76/2003 and by Order no. 1616/2011. Individual labor contracts of Companys employees are included in the REVISAL program. With regard to the rights and obligations of employers and employees, besides the statutory minimum rights and obligations of the parties, the standard model of individual labor contracts used by the Company contains special clauses such as employees confidentiality obligation . The salary is determined by individual negotiation between the Company and the employee. For wage determination, among other things, consideration is given to duties and requirements set in the job description, employees performance in developing its position and the existing pay scale within the Company. According to statements of the Company's management, the benefits granted by the company include the following: Food stamps; Easter Bonus; Christmas bonus. Expenditures with employees and the evolution of the number of employees in 2012: 2012 4,805,133 1,443,350 263,587 6,512,070 173

Compensations and wages Social contributions Meal tickets Health fund Unemployment Other contributions TOTAL Number of employees

The number of employees increased by 14.82% in 011, compared to 2010, respectively by 11.61% for 2012 compared to 2011. Training and improvement The company provides professional training of personnel in accordance with applicable provisions of the labor legislation.

The company has implemented an annual training plan for 2013 for the working points of Oradea, Cordun and Corlatesti.
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Health and safety of employees

According to statements of the Company, it fulfills the obligations imposed by specific legislation of health and safety at work, including the Law no. 319/2006 on safety and health at work and G.D. no. 1425/2006 regarding the approval of the Methodological Norms for the application of the provisions of Law no. 319/2006.

Internal Regulations Internal Regulations of the Company concluded on May 1st 2011, regulate aspects required by the labor legislation, such as rules on the protection, hygiene and safety, those on non-discrimination and the removal of all forms of violation of the dignity, the rights and obligations of the employers and employees (including the duty of confidentiality and the obligation to preserve the secrecy of the technologic process, customers, works, etc..), rules for settling individual claims or complaints from employees and those regarding the labor discipline in the unit, disciplinary violations, sanctions applicable to the disciplinary procedures, professional assessment procedure of employees.

With regard to the rights and obligations of employees, Internal Regulation of the Company concluded on May 1st 2011 stipulates the obligation of the employee to maintain confidentiality regarding information received. According to Companys statements, over the past 12 months, the Company has not been sanctioned by the Territorial Labor Inspectorate. Shares and options Marcel Barbut and Cristina Paveliuc hold shares in the Company, as described in Section 4.3. Employees, shares and options employees participation in the share capital of the Company According to information provided by the Company, there are no agreements providing for employee participation in the share capital of the Company through share ownership. Labor disputes are presented in summary in Section 1.11 (b) below. 1.11 Legal and arbitration proceedings

On June 30, 2013 the Issuer is part of a series of cases on the role of local and international courts, both as plaintiff but also as defendant.

Of disputes to which the Issuer is a party in present or was part of the last twelve months is mentioned litigations estimated at 100,000 Eur or equivalent, labor disputes, disputes for which value has not been determined yet or having an object unranked in money, as follows:

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a)

Litigations where the Company is plaintiff

The Company is involved in litigation as plaintiff in five litigations that attempt collection of significant amounts of money from debtors, over the materiality threshold of 100,000 Eur considered for the purposes of this Prospectus. In this regard, the Company has customized its first five borrowers. Please note that in all these cases courts have opened insolvency or bankruptcy proceedings against the debtor and the Company is not a secured creditor. Therefore, the chances to recover debts are quite low, even despite the fact that in two cases the courts have decided to bind personal liability of administrators of the debtor companies. Information regarding these litigations are shown in the table below: No. Debtor Amount in RON Procedure stage If requested/disposed administrators liability/legal persons In a separate proceeding was presented the won the demand for payment against the administrator and even after the file was opened for the procedure of forced execution; it has a building but it is affected by several mortgages. No No No Was requested and granted the application for attracting economic responsibility of the natural persons.

SC Primera SRL

974,822.73

insolvency

2 3 4 5

SC Rona Construct SRL SC Adrian Compact SRL SC Top Spedition SRL SC Multistar SRL

737,547.78 570,651.02 556,419.6 480,091.75

bankruptcy bankruptcy bankruptcy Closed bankruptcy the radiation of the company was disposed

The amounts disclosed in the table also include delay penalties calculated in accordance with the contract signed with those customers. For all amounts above, the Company has established reserves of 100%. Also, in the international dispute between the Company and Dromont SPA (an Italian company) which was held in front of the Regional Court of Munich and which was amicably settled, the Company received an amount of 225,000 Eur. b) Labor law disputes
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Labor disputes where the Company is a defendant The Company is involved in four labor disputes in which it is a defendant. These disputes mainly involve appeals of former employees against dismissal decisions. Until now, the Company has irrevocably lost two of these disputes. In both cases, the plaintiffs were granted the annulment of the dismissal decisions and due wages but not received and moral damages. Later, they started foreclosure procedures against the Company for the amounts awarded by a court in respect of wages owed, but these amounts are not significant. In the other two disputes, the Company earned on the merits, and currently the files are in the appeal phase as a result of contestation by the plaintiffs of the judgments pronounced on the merits by the Bihor Court. Labor disputes where the Company is a plaintiff The Company is involved in four disputes pending before the Prahova Court, regarding actions of patrimonial liability, under which the company requested the court to order the issuance of a court order, through which can be recovered amounts: 19.326 lei, lei 9.846, 30.000 lei and respectively 3.500 lei, from seven former employees of the Company. c) Disputes where the Company is defendant (except labor rights)

The Company is involved as a defendant in a dispute with Wiko Palletier Und Fordertchnik GMBH (Wiko), a German entity. The latter brought an action in court of Amberg to recover the amount of 698,453.58 Eur. The dispute resulted from the development of a commercial contract for the supply, installation and commissioning of two industrial equipment in Oradea. The total value of the contract amounted to 710,000 Eur, the amount of which the Company has not only paid the last installment, worth 142,000 Eur, and this failure to pay is due to the fact that such equipment did not work properly from the beginning. However, Wiko also requested additional costs for the reparation of the equipment, damages, interest and other costs. For now, proceedings are in the early stages of evidence administration. Up to this moment, no hearing has been fixed yet. Any decision given by the court of Amberg may be appealed to the Court of Appeals and this Court's decision may be appealed also to appeal to the Federal Supreme Court. The Issuer declares that it was not involved in any litigation that could have or have had a recently and significant effects on the financial position or on the Issuers profitability, except as described above. In this regard the Company declares that: there are no administrative procedures and/or research conducted by any authority in connection with the Company; there are no claims for restitution in connection with the Company's assets; there is no litigation or other legal proceedings initiated by the tax authorities against the Company; there are no administrative decisions about the goods of the Company or its business activity; there are no insolvency proceedings, dissolution or similar proceedings commenced on the Company, or any other procedure that could trigger litigation or transactions with impact on the Company.

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2. 2.1 2.1.1

MANAGEMENT AND ORGANIZATION OF THE ISSUER IncorporationArticles of Association/Information on the participations The Issuers object of activity

In compliance with the provisions of art. 6 of the IncorporationArticles of Association, the Issuers main activity is manufacture of mortars NACE Code 2364. In addition, the Issuer can perform certain secondary activities according to the provisions of art. 6 of the Articles of Association, as follows:

NACE Code 0811 Quarrying of ornamental and building stone, limestone, gypsum, chalk and slate NACE Code 0812 Operation of gravel and sand pits; mining of clays and kaolin NACE Code 0891 Mining of chemical and fertiliser minerals NACE Code 0899 Other mining and quarrying n.e.c. NACE Code 0990 Support activities for other mining and quarrying NACE Code 1624 Manufacture of wooden containers NACE Code 1629 Manufacture of other products of wood; manufacture of articles of cork, straw and plaiting materials NACE Code 1711 Manufacture of pulp NACE Code 1723 Manufacture of paper stationery NACE Code 1729 Manufacture of other articles of paper and paperboard. NACE Code 1812 Other printing NACE Code 1813 Pre-press and pre-media services NACE Code 1910 Manufacture of coke oven products NACE Code 2012 Manufacture of dyes and pigments NACE Code 2013 Manufacture of other inorganic basic chemicals NACE Code 2014 Manufacture of other organic basic chemicals NACE Code 2016 - Manufacture of plastics in primary forms NACE Code 2020 Manufacture of pesticides and other agrochemical products NACE Code 2030 Manufacture of paints, varnishes and similar coatings, printing ink and mastics NACE Code 2041 Manufacture of soap and detergents, cleaning and polishing preparations NACE Code 2221 Manufacture of plastic plates, sheets, tubes and profiles NACE Code 2222 Manufacture of plastic packing goods NACE Code 2223 Manufacture of builders ware of plastic NACE Code 2229 Manufacture of other plastic products NACE Code 2312 Shaping and processing of flat glass NACE Code 2313 Manufacture of hollow glass NACE Code 2314 Manufacture of glass fibres NACE Code 2320 Manufacture of refractory products NACE Code 2331 Manufacture of ceramic tiles and flags NACE Code 2332 Manufacture of bricks, tiles and construction products, in baked clay NACE Code 2341 Manufacture of ceramic household and ornamental articles NACE Code 2343 Manufacture of ceramic insulators and insulating fittings NACE Code 2344 Manufacture of other technical ceramic products NACE Code 2349 Manufacture of other ceramic products NACE Code 2361 Manufacture of concrete products for construction purposes NACE Code 2362 Manufacture of plaster products for construction purposes NACE Code 2363 Manufacture of ready-mixed concrete NACE Code 2365- Manufacture of fibre cement NACE Code 2369 Manufacture of other articles of concrete, plaster and cement
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NACE Code 2399 - Manufacture of other non-metallic mineral products n.e.c. NACE Code 2433 Cold forming or folding NACE Code 2442 Aluminium production NACE Code 2511 Manufacture of metal structures and parts of structures NACE Code 2561 Treatment and coating of metals NACE Code 2562 Machining NACE Code 2572 Manufacture of locks and hinges NACE Code 2573 Manufacture of tools NACE Code 2599 Manufacture of other fabricated metal products n.e.c. NACE Code 2611 Manufacture of electronic components (modules) NACE Code 2733 Manufacture of wiring devices NACE Code 2811 - Manufacture of engines and turbines, except aircraft, vehicle and cycle engines NACE Code 2821 Manufacture of ovens, furnaces and furnace burners NACE Code 2823 Manufacture of office machinery and equipment (except computers and peripheral equipment) NACE Code 2829 Manufacture of other general-purpose machinery n.e.c. NACE Code 2841 Manufacture of metal forming machinery NACE Code 2849 Manufacture of other machine tools NACE Code 2892 Manufacture of machinery for mining, quarrying and construction NACE Code 2896 Manufacture of plastics and rubber machinery NACE Code 2899 Manufacture of other special-purpose machinery n.e.c. NACE Code 2932 Manufacture of other parts and accessories for motor vehicles NACE Code 3101 Manufacture of office and shop furniture NACE Code 3102 Manufacture of kitchen furniture NACE Code 3109 Manufacture of other furniture. NACE Code 3299 Other manufacturing n.e.c. NACE Code 3311 Repair of fabricated metal products NACE Code 3312 Repair of machinery NACE Code 3313 Repair of electronic and optical equipment NACE Code 3319 Repair of other equipment NACE Code 3320 Installation of industrial machinery and equipment NACE Code 3811- Collection of non-hazardous waste NACE Code 3812- Collection of hazardous waste NACE Code 3821 Treatment and disposal of non-hazardous waste NACE Code 3822- Treatment and disposal of hazardous waste NACE Code 3831 Dismantling of wrecks for recovery of materials NACE Code 3832 Recovery of sorted materials NACE Code 4120 Construction of residential and non-residential buildings NACE Code 4212 Construction of railways and underground railways NACE Code 4213 Construction of bridges and tunnels NACE Code 4221 Construction of utility projects for fluids NACE Code 4222 Construction of utility projects for electricity and telecommunications NACE Code 4299 Construction of other civil engineering projects n.e.c. NACE Code 4311 Demolition works NACE Code 4312 Site preparation works NACE Code 4313 Test drilling and boring NACE Code 4321 Electrical installation NACE Code 4322 Plumbing, heat and air-conditioning installation NACE Code 4329 Other construction installation NACE Code 4331 Plastering NACE Code 4332 Joinery installation NACE Code 4333 Floor and wall covering NACE Code 4334 Painting and glazing
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NACE Code 4339 Other building completion and finishing. NACE Code 4391 Roofing activities NACE Code 4399 Other specialized construction activities n.e.c. NACE Code 4531 Wholesale trade of motor vehicle parts and accessories NACE Code 4532 Retail trade of motor vehicle parts and accessories NACE Code 4611 Agents involved in the sale of agricultural raw materials, live animals, textile raw materials and semi-finished goods NACE Code 4612 Agents involved in the sale of fuels, ores, metals and industrial chemicals NACE Code 4613 Agents involved in the sale of timber and building materials NACE Code 4614 Agents involved in the sale of machinery, industrial equipment, ships and aircraft NACE Code 4615 Agents involved in the sale of furniture, household goods, hardware and ironmongery NACE Code 4616 Agents involved in the sale of textiles, clothing, fur, footwear and leather goods NACE Code 4618 Agents specialized in the sale of other particular products NACE Code 4619 Agents involved in the sale of a variety of goods NACE Code 4644 Wholesale of china and glassware and cleaning materials NACE Code 4651 Wholesale of computers, computer peripheral equipment and software NACE Code 4652 Wholesale of electronic and telecommunications equipment and parts NACE Code 4665 Wholesale of office furniture NACE Code 4666 Wholesale of other office machinery and equipment NACE Code 4671 Wholesale of solid, liquid and gaseous fuels and related products NACE Code 4673 Wholesale of wood, construction materials and sanitary and heating equipment NACE Code 4674 Wholesale of hardware, plumbing and heating equipment and supplies NACE Code 4675 Wholesale of chemical products NACE Code 4676 Wholesale of other intermediate products NACE Code 4677- Wholesale of waste and scrap NACE Code 4690 Non-specialized wholesale trade NACE Code 4719 Other retail sale in non-specialized stores NACE Code 4730 Retail sale of automotive fuel in specialised stores NACE Code 4741 Retail sale of computers, peripheral units and software in specialized stores NACE Code 4742 Retail sale of telecommunications equipment in specialized stores NACE Code 4743 Retail sale of audio and video equipment in specialized stores NACE Code 4751 Retail sale of textiles in specialized stores NACE Code 4752 Retail sale of hardware, paints and glass in specialized stores NACE Code 4753 Retail sale of carpets, rugs, wall and floor coverings in specialized stores NACE Code 4759 Retail sale of furniture, lighting equipment and other household articles in specialized stores NACE Code 4778 Other retail sale of new goods in specialized stores NACE Code 4791 Retail sale via mail order houses or via Internet NACE Code 4799 Other retail sale not in stores, stalls or markets NACE Code 4939 Other passenger land transport n.e.c. NACE Code 4941 Freight transport by road NACE Code 4942 Removal services NACE Code 5210 - Warehousing and storage NACE Code 5221 Service activities incidental to land transportation NACE Code 5224 Cargo handling
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NACE Code 5229 Other transportation support activities NACE Code 5630 Beverage serving activities NACE Code 5811 Book publishing NACE Code 5812 Publishing of directories and mailing lists NACE Code 5813 Publishing of newspapers NACE Code 5814 Publishing of journals and periodicals NACE Code 5819 Other publishing activities NACE Code 5829 Other software publishing NACE Code 6202 Computer consultancy activities NACE Code 6201 Computer programming activities (client oriented software) NACE Code 6203 Computer facilities management activities NACE Code 6209 Other information technology and computer service activities NACE Code 6311 Data processing, hosting and related activities NACE Code 6312 Web portals NACE Code 6399 Other information service activities n.e.c. NACE Code 6820 Renting and operating of own or leased real estate NACE Code 6920 Accounting, bookkeeping and auditing activities; tax consultancy NACE Code 7111 Architectural activities NACE Code 7112 Engineering activities and related technical consultancy NACE Code 7120 Technical testing and analysis NACE Code 7219 - Other research and experimental development on natural sciences and engineering NACE Code 7410 Specialized design activities NACE Code 7430 Translation and interpretation activities NACE Code 7490 Other professional, scientific and technical activities n.e.c. NACE Code 7711 Renting and leasing of cars and light motor vehicles NACE Code 7712 Renting and leasing of trucks NACE Code 7721 Renting and leasing of recreational and sports goods NACE Code 7729 Renting and leasing of other personal and household goods NACE Code 7732 Renting and leasing of construction and civil engineering machinery and equipment NACE Code 7733 Renting and leasing of office machinery and equipment (including computers) NACE Code 7739 Renting and leasing of other machinery, equipment and tangible goods n.e.c. NACE Code 8121 General cleaning of buildings NACE Code 8122 Other building and industrial cleaning activities NACE Code 8129 Other cleaning activities. NACE Code 8130 Landscape service activities NACE Code 8211 Activitati combinate de secretariat NACE Code 8219 Combined office administrative service activities NACE Code 8292 Packaging activities NACE Code 8299 Other business support service activities n.e.c. NACE Code 8559 Other education n.e.c. NACE Code 9524 Repair of furniture and home furnishings NACE Code 9529 Repair of other personal and household goods NACE Code 9609 Other personal service activities n.e.c. According to the Incorporation Articles of Association, the Company is entitled to perform import and export activities for the goods and products related to the activities included in the Companys IncorporationArticles of Association.

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2.1.2

Administrative, management and supervisory bodies

Board of Directors The Issuers Board of Directors acts in compliance with the provisions of the Articles of Association and the applicable laws in force. The appointment of the Board of Directors members Adeplast is managed in a one-tier board system by the Board of Directors consisting of three members elected by the Ordinary General Meeting of Shareholders (OGMS) for four years with a possibility of reelection. On the date of the Prospect, The members of the Board of Directors are the following: Name Barbut Marcel Position Appointment date Mandate expiry date 19.08.2017

Executive Director, President 19.08.2013 of the Board of Directors (and general manager) Non-executive director Non-executive director 1.02.2011 19.08.2013

Dumitrescu Cristian Stinga Vasile

1.02.2015 19.08.2017

Subject to the provisions of the Companies Law, to the extent the management duties are transferred to the managers, as in this case, the majority of the Board of Directors must be represented by nonexecutvive directors. During the mandate, the directors are not entitled to enter an employment agreement with the Issuer. If the directors of the Issuers are appointed from among the Issuers employees, the individual contract of employment of those employees is suspended during the mandate. The Directors and the Issuer shall close an administration/mandate agreement which is subject to the approval of the Ordinary General Meeting of Shareholders. The Directors can be dismissed any time by the Ordinary General Meeting of Shareholders. If the dismissal is performed without a justified reason the Director shall be entitled to damages. Duties of the Board of Directors Subject to the provisions of the Articles of Association, the Board of Directors is liable for the enforcement of all resolutions adopted by the shareholders general assembly and any and all deeds necessary for the acheivement of the companys object of activity, except for those reser ved to the shareholders general assembly.

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According to the Articles of Association, the Board of Directors has the following main duties which cannot be transferred to the general manager: Sets out the main directions for the activity and development of the company; Sets out the accounting policies and the financial control system and approves the financial planning; Appoints and dismisses the general manager and establishes the salary of the general manager; Supervises the activity of the general manager; Prepares the annual report, organizes the shareholders general assembly and enforces the resolutions adopted by the general assembly; Files the application for the insolvency proceedings subject to the provisions of Law no. 85/2006 on insolvency;

Convenes the General Meeting of Shareholders subject to the provisions of law and Articles of Association; Attends the shareholders general assemblies; If the Board of Directors finds that as a result of certain loss certified by the legally approved annual financial statements, the net asset of the Company representing the difference between the total assets and total liabilities of the Company has diminished to less than half of the value of the registered share capital, the Board of Directors shall immediately convene the Extraordinary General Meeting of Shareholders in order to decide whether the company should be dissolved or not. In this case the Board of Directors shall submit to the extraordinary shareholders general assembly a report on the assets of the company accompanied by the internal auditors observations.

Meetings and decisions of the Board of Directors The Board of Directors is meeting as often as it may be considered necessary, but at least once a month. The President convenes the Board of Directors , prepares the agenda, sees that the members of the board are duly notified about the agenda of the meeting and chairs the meeting. The Board of Directors can also be convened upon the reasonable request of at least 2 members or of the general manager. In this case the agenda shall be prepared by the authors of such request. The President has the obligation to observe such request. The convening notice for the Board of Directors shall be sent to the directors 2 (two) days before the meeting. The convening notice shall include the date, place and agenda of the meeting. With regard to those matters not included in the agenda the board will adopt decisions only in case of emergency. For each meeting there will be a minute containing the name of the participants, the order of the debates, decisions adopted, number of votes passed and separate opinions. The minute shall be signed by the chairman of the meeting and one director at least.

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The managers and internal auditors can be called for any meeting of the Board of Directors and shall have the obligation to attend such meetings. They have no right to vote, except for the general manager who acts as a director as well. For the validity of the decisions of the Board of Directors, it is necessary that at least half of the number of members is present. The decisions may be passed with a majority of the present members. Subject to the provisions of the Companies Law, the decisions regarding the appointment and dismissal of the President of the Board of Directors are passed based on the votes of the majority members of the Board of Directors . Delegation of management duties The management of the Company is entrusted to the general manager in compliance with the provisions of the Articles of Association and the applicable laws in force. General Manager The General Manager of the Company is Marcel Barbut, who has also been the President of the Board of Directors as of 19.08.2013. The current mandate of the general manager is valid for 4 years as of the 19.08.2013. The General Manager has the right to represent the company. In addition the general manager is responsible for all necessary actions related to the management of the Company within the limits of the Companys object of activity and in line with the exclusive competencies of the shareholders general assembly as provided by the law or by the Articles of Association. The organization of the general managers activity can be establishe d by the Articles of Association or by a decision of the Board of Directors. Any director is entitled to request information on the operational management of the company from the general manager. The General Manager shall inform the Board of Directors, regularly and comprehensively, with regard to the operational management of the company. The General Manager shall provide extensive information to the Board of Directors, on regular basis, with regard to the operations performed and the future operations. The General Manager can be dismissed at any time by the Board of Directors. According to the Companies Law if the dismissal is performed without a justified reason, the manager shall be entitled to damages. For further details on this matter please see Section 2.2 (Administrative, management and supervisory bodies).

The General Meeting of Shareholders According to the Articles of Association, the General Meeting of Shareholders is the supreme managing body of the Issuer adopting decisions with regard to the activity of the Issuer and ensures the implementation of its economic and commercial policy. The General Meeting of Shareholders is either ordinary or extraordinary. Duties of the Ordinary General Meeting of Shareholders

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Subject to the provisions of the Articles of Association, the Ordinary General Meeting of Shareholders meets at least once a year no later than 4 (four) months as of the end of the financial year. In addition to debating other subjects on the agenda, the Ordinary General Meeting of Shareholders has the following obligations: To discuss, approve or amend the annual financial statements based on the reports presented by the Board of Directors and by the financial auditor and establish the amount of the dividends; To appoint and dismiss the members of the Board of Directors; To appoint and dismiss the financial auditor and agree upon the minimum term of the financial audit contract; To establish the indemnification for the current exercise of the members of the Board of Directors; To decide upon the management performed by the Board of Directors; To establish the budget of profit and loss and, as the case may be, the schedule of activity for the following fiscal year; To decide on the pledging, lease or dissolution of one or more units of the company.

Duties of the Extraordinary General Meeting of Shareholders Subject to the provisions of the Articles of Association, the Extraordinary General Meeting of Shareholders meets as often as it may be necessary to decide on the following matters: change of the Companys legal form; relocation of the Companys registered seat; change of the Companys business area and/or main object of activity; set up or dissolution of secondary offices: branches, agencies, representation offices or other similar units without legal personality; extension of the Companys duration increase of the share capital reduction of the share capital or supplementation of the share capital by issuing new shares; merger with other trading companies or Companys spin off Companys anticipated dissolution

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Convesion of nominal shares to bearer shares or conversion of bearer shares to nominal shares; Conversion of shares from one category into another; Conversion of one category of bonds into another category or into shares; Bond issue; Any other amendment to the Articles of Association or any other decision which needs the approval of the extraordinary shareholders assembly;

In compliance with the Companies Law the duties regarding the relocation of the Companys registered office, the changing of the object of activity (except for the main domain and object of activity of the company) and increase of the share capital can be delegated to the Board of Directors by the Extraordinary Shareholders Resolution. Convening of the General Meeting of Shareholders The General Meeting of Shareholders is convened by the Board of Directors subject to the provisions of the Companies Law, as often as it may be necessary, no later than 30 days as of the publication of the convening notice with the Official Gazette of Romania. The Articles of Association provides the convening of the General Meeting of Shareholders by the general manager, such provision being incompliant with the law and shall be amended subsequent to the Offer. According to the provisions of the Articles of Association, the convening notice shall include all information required by the applicable laws. Thus, according to the Regulation no. 6/2009 on the exercise of certain rights of the shareholders within the general assemblies of the companies, with subsequent amendments, applicable on the admission of Issuer`s Shares to trading, the convening notice shall include the following information: Name of the Issuer; Date of the General Meeting; Time of the General Meeting; Place of the General Meeting; The agenda; Details of the procedures which need to be followed by the shareholders in order to attend and vote within the general assembly. Reference date, and a mention of the fact that the shareholders are entitled to attend and vote within the general assembly; The dead line for submitting the proposals of the candidates for the administrator positions if the election of administrators is included on the agenda of the meeting;

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The place where the shareholders can obtain the entire documents and drafts of the resolutions which should be made available 30 days before the date of the General Meeting of Shareholders, other information regarding the matters on the agenda and the date when such information are made available as well as the procedure to be followed in this respect; the website where the information has to be available to the shareholders in at least 30 days before the General Meeting; the proposal regarding the date of registration.

If the agenda contains the appointment of directors, the convening notice shall include a mention of the fact that the information on the name, address and expertise of the proposed candidates for the positions of directors are available to the shareholders and can be consulted and supplemented by the shareholders. One or more shareholders representing individually or jointly at least 5% of the share capital shall be entitled to add new subjects on the agenda, subject to the applicable laws. The notice of first call shall also include the date and time for the second call in case the first meeting cannot be duly held, subject to the applicable laws. The Board of Directors shall immediately convene the general assembly, upon the request of the shareholders representing individually or jointly at least 5% of the share capital if the request concerns matters which are subject to the decisions of the general assembly. The General Meeting of Shareholders shall be convened no later than 30 days and shall meet no later than 60 days as of the receipt of such request. If the Board of Directors fails to convene the general assembly, the competent court at the registered office of the company shall have the right to authorize the convening of the assembly by the shareholders filing such request, based on a subpoena sent to the Board of Directors. The Court shall also approve the agenda, establish the reference date, the date of the assembly and the chairman of the meeting appointed from among the shareholders. The costs related to the convening of the General Meeting as well as the court trial costs if the court approves the request are incurred by the company. Participation to the Shareholders General Assembly In compliance with the provisions of the Articles of Association, the Board of Directors shall agree upon a reference date for the shareholders entitled to be notified and vote within the general assembly, subject to the applicable laws. Therefore, according to Regulation no. 6/2009, the date of reference must be a subsequent date to the publication of the convening notice and not earlier than 30 days before the date of the General Meeting of Shareholders.

In compliance with the provisions of the Capital Market Law, by derogation from the above mentioned provisions, the identification of the shareholders who will benefit from dividends or other rights and who will be influenced by the decisions of the shareholders assembly shall be established by the general assembly subject to the applicable laws in force. If the shares are secured by pledges the voting right belongs to the owner. The shareholders are entitled to attend and vote at the general assemblies either personally or by representative, based on a special power of attorney granted for the respective assembly to a qualified person in line to the applicable laws in force.

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The shareholders who are also members of the Board of Directors are not entitled to vote, based on the shares they hold neither personally nor by representative, with regard to the discharge for their management or any other matter related to their person or management. However the respective persons are entitled to vote with regard to the annual financial situation if the majority required by the law or by the Articles of Association is not met. If one shareholder has, either personally or as a representative of another person, an opposite interest to the company, that shareholder shall refrain from any deliberation regarding that operation. The shareholder who breaches this provision shall be held liable for any damage caused to the company if the required majority would not have been met without his vote. The voting right cannot be assigned. Any agreement whereby the shareholder undertakes to exercise the voting right in compliance with the instructions or proposals made by the company or by representatives thereof is void. Quorum and majority In line with the provisions of the Articles of Association, for the validity of the deliberations within the General Assemblies it is necessary that at least one quarter of the shareholders with voting rights attend the meeting. The Resolutions of the General Meeting of Shareholders are adopted by the majority of the votes cast. If the Ordinary General Meeting of Shareholders fails to meet the quorum requirements the assembly gathered on the second call is entitled to deliberate on the matters on the agenda of the first meeting irrespective of the quorum adopting decisions with a majority of the votes cast. The above mentioned quorum and majority requirements for The Ordinary General Meeting of Shareholders reflect the provisions of the Companies Law. With regard to the Extraordinary General Meeting of Shareholders, the Articles of Association stipulate that for the validity of the deliberations within the Extraordinary General Meeting of Shareholders it is necessary that at least of the shareholders with voting rights should be present on the first call and at least of the shareholders with voting rights on the subsequent calls. These quorum requirements stipulated in the Articles of Association are more restrictive than those provided by the Companies Law. The Companies Law permits such restrictive conditions. The Extraordinary Shareholders General Assemblies adopt resolutions with the majority of votes exercised by the present or represented shareholders. However, according to the provisions of the Articles of Association, certain resolutions are adopted subject to certain specific majority requirements. Thus, the decision to change the main object of activity, to reduce or increase the share capital, to change the legal form of the company, to merge, split-off or liquidate the Company are adopted with a majority of of the total number of voting rights. This majority requirement is more restrictive than the one provided for by the Companies Law. The Companies Law permits such restrictive conditions. In addition, according to the Articles of Association and the Capital Market Law, in case of an increase of the share capital by cash contributions, the withdrawal of the shareholders preferential right to register new shares must be decided upon by an Extraordinary General Meeting of Shareholders with an attendance of at least of the shareholders and by the vote of 75% of the shareholders entitled to vote.
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The increase of the share capital by in kind contributions must be approved by an Extraordinary General Meeting of Shareholders with an attendance of at least of the shareholders and by the vote of 75% of the shareholders entitled to vote. The Conduct of the General Meeting of Shareholders Subject to the provisions of the Articles of Association, the president of the Board of Directors, or the his substitute opens the meeting. The General Meeting of Shareholders appoints 1-3 secretaries, from among the attending shareholders, who are liable for checking the presence list of the shareholders indicating the percentage of the share capital held by each participant, the minute drawn up by the technical secretary to certify the number of registered shares and the performance of all legal formalities required by the law and by the Articles of Association for the general meeting to take place. One of the secretaries draws up the minute of the general meeting. After certifying that all legal requirements and provisions of the Articles of Association regarding the general meeting are duly met, the meeting shall proceed to discussing the matters on the agenda. As a general rule, the resolutions of the general assemblies are adopted by open vote. The secret vote is mandatory for the appointment or dismissal of the members of the Board of Directors, the appointment or dismissal of the financial auditors and for resolutions regarding the liability of the administrative, management and supervisory bodies of the Company. A minute signed by the chairman and the secretary shall certify the duly performance of the convening formalities, date and place of the general assembly, the present shareholders, the number of shares, a summary of the debates, the adopted resolutions and, upon the shareholders request the declarations made within the meeting. In order to be enforceable upon third parties, the resolutions of the general assemblies shall be submitted within 15 days with the Trade Register Office, in order to be mentioned within the register and published in the Official Gazette of Romania, Fourth Part. Each shareholder shall be informed, upon request, about the results of the vote for the resolutions adopted within the general assemblies. According to the Articles of Association and the Companies Law, the resolutions adopted by the general meeting within the limits of the law or of the Articles of Association are mandatory even for the shareholders who failed to attend that meeting or voted against the resolutions. Any resolution of the general assembly in breach of law or the Articles of Association can be contested in court within 15 days as of the publishing with the Romanias Official Gazette (the fourth Part), by any shareholder who failed to attend the general meeting or voted against and requested a mention of this in the minute of the meeting. When absolute nullity is claimed, the right to action is inprescriptible and the claim can be formulated by any interested person. 2.1.3 Rights, privileges and restrictions related to each class of shares

According to the Articles of Association, all shares issued by Adeplast are nominal ordinary shares being included in the sale class of action. According to the Companies Law, the Shares grant equal rights to the shareholders, such as: the right to attend and vote within the General Meeting of Shareholders, the right to elect and be elected within the
162

Issuers management bodies, the right to the distribution of dividends and assets resulting from liquidation of the Company, the right to information, the right to contest in court the resolutions of General Meeting of Shareholders or the decisions of the Board of Directors adopted based on delegation of competence, the preference right in case of issuance of new shares by an increase of share capital, the right to withdraw from the company in the situations expressly stipulated by law, right to inform the auditors about the facts requiring verification, in their opinion, etc. More information on the rights of the Issuers shareholders are included in Section 4.1.4 hereof. 2.1.4 The necessary measures for the amendment of the shareholders rights

the the the the the

In order to amend the shareholders rights stipulated in the Issuers Articles of Association it is necessary that the Extraordinary Shareholders General Assembly adopts a resolution on the amendment of the Articles of Association for this purpose. The quorum and majority requirements for adopting such resolution are stipulated in Section 2.1.2 (Quorum and Majority) above. 2.1.5 Postponing, suspending or preventing the change of control over the Issuer

The Issuers Articles of Association and internal regulations do not include provisions which might postpon, suspend or prevent the change of the control over the Issuer. 2.1.6 The limit for the shares of participation to the share capital to be made public

According to the Issuers Articles of Association and internal regulations, there is no limit over which the shares of participation to the Issuers share capital must be made public. Subsequent to the admission of the Shares to trading on the regulated market of BVB, the obligations provided by the capital market law, especially the Capital Market Law and regulation 1/2006 shall become applicable. 2.1.7 Modification of the share capital

Subject to the provisions of Articles of Association, the increase or reduction of the Issuers share capital is approved based on the Extraordinary Shareholders General Assembly Resolution. For the validity of the deliberations within the Extraordinary Shareholders General Assembly it is necessary that te least of the shareholders with voting rights should be present on the first call and at least of the shareholders with voting rights on the subsequent calls. The resolutions on the increase and reduction of the share capital are adopted by the Extraordinary Shareholders General Assembly with a majority of of the total number of the voting rights. These provisions of the Articles of Association are more strict than the minimum requirements provided by the Companies Law. The Companies Law permits such restrictive conditions. In line with the provisions of the Capital Market Law, the Articles of Association contains other requirements on the necessary quorum and majority of the Shareholders General Assembly to adopt resolutions on the withdrawal of the preference right and increase of the share capital by in kind contribution. Thus in case of an increase of the share capital by cash contributions, the withdrawal of the shareholders preferential right to register new shares must be decided upon by an Extraordinary Shareholders General Assembly with an attendance of at least of the shareholders and by the vote of 75% of the shareholders entitled to vote.

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The increase of the share capital by in kind contributions must be approved by an Extraordinary Shareholders General Assembly with an attendance of at least of the shareholders and by the vote of 75% of the shareholders entitled to vote. The capital market laws include specific provisions regarding the method of calculation of the number of shares ascribed to each shareholder in case of share capital increase by cash contributions with an withdrawal of the shareholders preference right as well as in case of share capital increase by in kind contributions. In addition, according to the Companies Law and the Capital Market Law, the duties regarding the increase of the share capital shall be delegated to the Board of Directors based on a decision adopted by the Extraordinary Shareholders General Assembly. The Companies Law and the Capital market Law also include provisions on the possibility to authorize the Board of Directors to increase the registered share capital up to a determined value (authorized share capital) by issuing new shares in exchange for the contributions. Such authorization can be granted by the Extraordinary Shareholders Assembly based on an amendment to the Articles of Association. The nominal value of the authorized share capital shall not exceed half of the registered share capital existing upon such authorization. 2.1.8 Information on the group On the Prospect date, the Issuer holds no participations to other entities and is not part of any group. The Issuer held shares in Flamav Trans SRL, a company registered with the Trade Register Office under no. J5/841/2002, sole registration number 14847510. In May 2011, the Issuer assigned free of charge its 24.990 shares held at the company Flamav Trans SRL by Zare Ioan Adrian, based on a document under private signature. Marcel Barbut and Cristina Paveliuc, the Issuers shareholders hold shares in the companies Adeplast Distribution SRL and Adeplast Construct SRL, both temporarily suspended. Please find below information on these companies: No. Company Shareholders Main activity Share capital Status (according to the data registered with the Trade Register) Temporarily suspended activity as of 1.05.2009

1.

Adeplast Construct - Marcel (95%) SRL

Barbut Construction of 200 RON residential and nonresidential buildings - Registration - Cristina Paveliuc (NACE Code 4120) Number with the (5%) Trade Register Office: J5/609/2004 - Sole registration number: 16319112 - Registered office:

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No.

Company

Shareholders

Main activity

Share capital

Status (according to the data registered with the Trade Register)

Oradea, Str. Uzinelor no. 3. Bihor county 2.

of 200 RON wood, construction materials and - Registration - Cristina Paveliuc sanitary and Number with the (5%) heating equipment Trade Register:
Adeplast Distribution SRL J5/610/2004 - Sole registration number: 16319104 - Registered office: Oradea, Str. Uzinelor no. 3. Bihor county

- Marcel (95%)

Barbut Wholesale

Temporarily suspended activity as of 1.05.2009

2.1.9

Branches, agencies and secondary offices

The Issuer has no branches or agencies. There are three secondary offices registered by the Issuer as follows: (i) (ii) Secondary office located in Oradea, 3 Uzinelor St., Bihor county Secondary office located in the village Cordun, Cordun commune, 1 Adeplast St., Neamt county; Secondary office located in Ploiesti, 235 Gheorghe Doja St., Prahova county. No activities are carried out at this registered office. 2.1.10 Shares held in other companies The Issuer holds no shares in other companies based in Romania or other teritories. The Issuer is a partner in the following two associations: (a) Asociatia Firmelor Bihorene; and (b) Asociatia Condamna Coruptia. 2.2 Administrative, management and supervisory bodies (a) The Board of Directors
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(iii)

The members of the Board of Directors

According to the Articles of Association, Adeplast is managed by a Board of Directors consisting of 3 members. On the date of the Prospect, the members of the Board of Directors are the following: Nr. crt Name Position within the Issuer Company 1. Marcel Barbut President of the 19.08.2013 Board of Directors (and general manager) Non-executive 1.02.2011 member in the Board of Directors Non-executive 19.08.2013 member in the Board of Directors 19.08.2017 Corlatesti, no. 214, Prahova county Date of appointment Expiry date of the mandate Working address

2.

Cristian Dumitrescu

1.02.2015

Oradea, Uzinelor St., no. 3, Bihor county

3.

Vasile Stinga

19.08.2017

Corlatesti, nr. 214, Prahova county

There has been a material error upon the registration with the Trade Registry of the members of the Board of Directors, namely that the expiry date of the mandate of the director Cristian Dumitrescu is 19.08.2017 instead of 1.02.2015. The Company shall see to the correction of such error. During 1.02.2011 16.08.2013, the members of the Board of Directors are the following: Name Capacity Appointment date Expiry date of the mandate 16.08.2013

Paveliuc Cristina

President of the Board of Directors Non-executive member Non-executive member

1.02.2011

Dumitrescu Cristian S.C. Consfat Serv SRL

1.02.2011 1.02.2011

1.02.2015 16.08.2013

Information on the expertise and experience of the current members of the Board of Directors in the business management

Please find below information on the expertise and experience of the members of the Board of Directors in the business management. (i) Marcel Barbut

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Marcel Barbut has an extensive experience in management and marketing being involved in the management of Adeplast since 2000 as a manager/director/ marketing manager. His main responsibilities at Adeplas included: (i) to establish, on annual basis, together with the managers of the other departments, the general development goals; (ii) to inform each manager about the general and specific goals proposed for each department and to ensure that the personnel of each department is duly informed about such goals; (iii) to monitor on monthly/ quarterly/ semestrial/annual basis the progress of those goals; (iv) to establish the sales policy; (v) to establish the investment plan. Please find below information on the positions previously occupied by Marcel Barbut. 2000 - present 1999 - 2006 (ii) Cristian Dumitrescu Commercial manager/director/ marketing manager of Adeplast Director of SC Marcel si Fiii SRL

Cristian Dumitrescu graduated Dimitrie Cantemir University of Cluj, Tourism and Commerce Management Department. He became a member of the Romanian Accounting Experts and Authorized Accountants Association CECCAR in 2001 and completed, among others, the course Business Evaluation organized by teh West University of Timisoara in 2003 and the courses of Environmental responsibility, waste management in 2012. Please find below information on the positions previously occupied by Cristian Dumitrescu 02.2011- present 10.2005-02.2011 06.1998-06.2004 05.1995-06.1998 Administrator of Adeplast economist with Adeplast, financial department Chief accountant and general manager of SC Legume Fructe Oradea Cheif accountant of the Cibela Group branches in Zalau and Oradea and member of the Board of Directors Specialised officer at Banca Agricola, private credits department Cheif accountant at SC Cresing SA Oradea

10.1992-05.1995 06.1990-10.1992

(iii)

Vasile Stinga

Vasile Stinga graduated in 1990 The Faculty of Energetics, IP Bucharest, and during 1994-1995 he attended post-university courses in the field of Company management at the Academy of Economic Studies of Bucharest. Please find below information on the positions previously occupied by Vasile Stinga. April 2009 - present Production manager at Adeplast
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1999 2009 1992 1999 1983 1992 (i)

Production Manager at SC Swisspor SA Chief of Department at SC Scaiglass SA Electrician at SC GES SA

Information on the management contracts between the curent directors and the Company Management contract between the Issuer and Marcel Barbut

On 19.08.2013 the Issuer made a management agreement with Marcel Barbut, stipulating the rights and obligations of Marcel Barbut as executive administrator, president of the Board of Directors and general manager of the Company. The Contract is valid for 4 years with a possibility of renewal based on the parties agreement. The parties agreed by this contract on the possibility to enter a consultancy agreement on the termination of management contract, to the extent that there will be a favourable legal frame at that date. According to the Contract, the details of such situation shall represent the subject matter of a separate agreement. For his activity performed as of 19.08.2013, Marcel Barbut shall receive a net monthly payment of 13.600 lei. The Contract can be terminated by Marcel Barbut based on a 3 months prior notice. The Company may dismiss Marcel Barbut only for an important reason. Marcel Barbut is also entitled to resign without prior notice in case of an important reason. According to the Parties an important reason is a situation for which one party is culpable, that makes it impossible for the other party to continue the contractual relations. Such reasons mainly include the following: (a) intended crimes whcih prejudice the other party; (b) intended breach of the confidential obligation; (c) receiving undue benefits; (d) failure to pay the owed amounts despite the notice of payment and the payment term of 15 business days. According to the agreement, if the Company dimisses Marcel Barbut prior to the termination of the management contract without offering a reason, the Company shall incur penalties of 1.000.000 EUR. The Contract also provides that if the dismissal is made for no justified reason, Marcel Barbut is entitled to damages of 1.000.000 EUR. (ii) Management contract between the Issuer and Dumitrescu Cristian

On 31.01.2011 the Issuer made a management agreement with Dumitrescu Cristian. The subject matter of this agreement is represented by the rights and obligations of Mr. Dumitrescu as a non-executive director of the Issuer starting from the 1st of February 2011. The Contract is valid for 4 years, with a posibility of negotiation of the validity term which may be initiated by any party prior to the expiry of the validity thereof. For his activity, the non-executive director receives a net monthly payment of RON 4.200, starting from 19.08.2013, according to addendum no. 2 to the contract. Mr. Dumitrescu is also entitled to be reimbursed, based on justifying documents, the accommodation and transportation costs, the daily allowance and other expenses necessary for the business trips in country and abroad.

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During his business activity the non-executive director undertakes a non-disclosure obligation which survives 5 years after the termination of the contract. The Contract can cease in one of the following cases: (i) upon expiry; (ii) by the parties will; (iii) by unilateral termination by the non-executive director based on a 30 days prior notice; (iv) as a result of the administrators dismissal; (v) as a result of the administrators breach of the confidentiality clause. (iii) Management agreement made with Vasile Stinga

On 19.08.2013 the Issuer made a management agreement with Vasile Stinga. The subject matter of this agreement is represented by the rights and obligations of Mr. Vasile Stinga as a non-executive director of the Issuer starting from 19.08.2013. According to the management agreement Vasile Stinga is entitled to a net monthly pay of 4.200 RON. The monthly indemnification can be subject to indexations established and approved by the General Assembly based on an addendum to the management agreement for this purpose. The Contract can cease in one of the following cases: (i) upon expiry; (ii) by the parties will; (iii) by unilateral termination by the non-executive director based on a 30 days prior notice; (iv) as a result of the directors dismissal; (v) as a result of the administrators breach of the confidentiality clause. On 7.08.2013, the Company SC Groupama Asigurari SA took out a civil liability insurance policy providing coverage for the directors and executive managers valid until 7.08.2014. According to this policy, the limitation of liability is EUR 100.000. The insurance premoums are paid by the Company. (b) General Manager

The management of the Company was entrusted to the general manager Marcel Barbut. Please find below information on the appointment date and expiry date of the mandate. No Name and address Position within the Issuer Company Date of the latest appointment 19.08.2013 According to the Board of Directors Decision of 01.02.2011, Marcel Barbut was appointed general manager of the company on 01.02.2011 Date of expiry of the mandate 19.08.2017 Working address

1.

Barbut Marcel

General manager

Corlatesti, no. 214, commune Berceni, Prahova county

Information on the professional experience of Marcel Barbut, and data concerning the management agreement made with the Company are indicated in Section 2.2. (a) above.

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(c) Declarations regarding the members of the administrative, management and supervisory bodies The Issuer declares that the above mentioned persons have not been members of an administrative, management or supervisory body of another company during the last 5 years. Based on the declarations made by the members of the administrative, management and supervisory bodies, the Issuer hereby declares: i) There are no family ties between the members of the administrative, management and supervisory bodies;

ii) No member of the administrative, management and supervisory bodies was found guilty of fraud for the past five years; iii) No member of the administrative, management and supervisory bodies acting as such was involved in any bankruptcy, seizure or liquidation procedure for the past five years; iv) No member of the administrative, management and supervisory bodies was incriminated or sentenced subject ot the applicable laws in force by the statutory or regulatory authorities (including the appointed professional bodies)); v) No member of the administrative, management and supervisory bodies was ordered by a court of law to refrain from acting as member of any administrativ, management or supervisory body of an issuer or interfering with the business management or operation for the past five years; vi) No member of the administrative, management and supervisory bodies carries out activities outside the Issuer which are significant for the Issuer. 2.3 Conflicts of interest in the administrative, management and supervisory bodies According to the available information, the Issuer hereby declares that there are no potential conflicts of interests between the private interests and/or other obligations of the members of the Issuers administrative, management and supervisory bodies and their obligations to the Issuer. The Issuer also declares that, according to the available information there are no agreements or understandings between the members of the administrative, management and supervisory bodies and the main shareholders, clients, suppliers based on which the above mentioned persons were appointed members of an administrative, management and supervisory body. Marcel Barbut signed an irrevocable undertaking that he shall not alienate in any way the Shares held in the share capital of Adeplast or any other rights related to the share capital and that he shall refrain from acting in a manner which might cause an increase of the share capital of Adeplast. Except for this undertaking of Marcel Barbut, no other member of the Issuers administrative, management and supervisory bodies accepted any restriction with regard to a possible assignment of their shares of the Issuers share capital. 2.4 Remunerations and benefits The total remunerations paid in 2012 by the Issuer to the management, administrative and supervisory bodies of the Issuer in exchange for the servies performed by them are listed in the chart below:

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No.

Name

Position

Total gross Period of time salaries paid in 2012

Observations

1.

Cristina Paveliuc

Director and 66.856 RON President of the Board of Directors

January 2012 According to the December 2012 administration contract signed with the Company on 31.01.2011, Cristina Paveliuc (Director and President of the Board of Directors until 16.08.2013) received during January December 2012 a net monthly salary in amount of 8.800 lei.

2.

Cristian Dumitrescu

Director

58.826

January 2012 According to the December 2012 administration contract signed with the Company on 31.01.2011, Cristian Dumitrescu received during January December 2012 a net monthly salary in amount of 2.300 lei.

3.

S.C. Consfat Serv Director SRL, reprezentata prin Fati Gabriela

1.716 RON

January 2012 According to the December administration contract 2012 signed with the Company on 25.10.2010, Consfat Serv SRL, represented by Gabriela Fati (nonexecutive director until 16.08.2013 a received during January December 2012 a gross pay in amount of 143 lei /meeting. January 2012 Marcel December 2012 received Barbut during

4.

Barbut Marcel

General Manager

221.341

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No.

Name

Position

Total gross Period of time salaries paid in 2012

Observations

January December 2012 a net monthly salary in amount of 13.500 RON

The Issuer declares that no in-kind benefits have been offered to the members of the administrative, management and supervisory bodies. The value of the monthly salaries of the current members of the administrative, management and supervisory bodies according to the administration contracts in force on the Prospect date are listed in Section 2.2. above. Except for the mandatory legal contributions paid subject to the law on the public pension system and other social securities, the Issuer alloted no other funds for the payment of pensions or other similar benefits. 2.5 Operation of the administrative and management bodies Information on the duration of the mandate of the members of the administrative, management and supervisory bodies as well as the expiry date of such mandates is available in Section 2.2 ( Administrative, management and supervisory bodies). The Issuer declares that there are no contracts between the members of the administrative, management and supervisory bodies according to which there will be granted benefits upon the expiry of the agreement. According to the Issuers declaration, the Board of Directors organized no committees for consultative or remuneration purposes. Subject to the provisions of the Constitutive Act, the Issuers management was entrusted to the general manager who is also entitled to represent the Issuer. Nevertheless, based on Shareholders Resolution no. 1 of 01.02.2011 the non-executive director Cristian Dumitrescu was granted the power to sign all commercial contracts enetered by the Issuer following 2.02.2011. In addition, certain deeds made by the Issuer were signed by other persons who had no representation right according to the Constitutive Act. In order to remedy this situation, the General Meeting of Shareholders adopted the resolution no. 1 of 2.08.2013 on the ratification of all documents issued by the Issuer or whereby the Issuer established legal relations to the third parties. At the same time, although the Companies Law provides that the Board of Directors has the obligation to register with the Trade Register Office the name of the authorized representatives of the Company, Marcel Barbut was not registered with the Trade Registry as general manager (having the right to represent the Company until September 2013). There are also other cases where the Issuer failed to observe completely the companies administration regime, including with regard to certain specific issues related to: (i) the drawing up and maintenance of
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the Companies registers (ii) registration of documents with the Trade Register Office and publication thereof, (iii) the approval of the salaries for the general managers, (iv) the drawing up of the minutes of the General Meeting of Shareholders and passing of certain Resolutions of the General Meeting of Shareholders without observing all legal requirements, (v) closing certain documents in authentic form as required by the law, (vi) distribution of dividends proportionately to the participation shares to profit stipulated in the Constitutive Act. The Issuer is taking at present measures to correct these aspects.

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3. 3.1

FINANCIAL STATUS OF THE ISSUER Financial auditors

The financial auditor of the Issuers accounts for the period of historical financial information is Deloitte Audit SRL, a company headquartered in Bucharest, District 1, No.4-8, Nicolae Titulescu Street, Floor 3. The auditor is a member of the affiliated group of companies to Deloitte Touche Tohmatsu Limited, member of the Chamber of Financial Auditors of Romania according to the license No. 25 of 25.06.2011. According to the EGMS resolution No.1 of 20.08.2013, the mandate of auditor Deloitte Audit S.R.L. was extended until 31.12.2014. There were no cases of dismissal or re-election of the financial auditors during the period of historical financial information. Internal auditor According to the Constitutive Act, besides the external auditor, the Issuer also has an internal auditor, respectively the company Audite Contprest S.R.L., headquartered in Oradea, No. 54, Tudor Vladimirescu Street, Bihor County, registered with the Trade Register under No. J05/414/1994, sole registration code 5277658. According to the EGMS resolution No.1 of 20.08.2013, the mandate of auditor Deloitte Audit S.R.L. was extended until 31.12.2013. 3.2 Selected financial information

The annual consolidated financial statements of the Issuer for the financial periods ending on December 31st, 2010 and 2011 and the individual annual financial statements of the Issuer for the financial periods ended on the 31st December 2012 have been prepared according to the International Financial Reporting Standards as approved by the European Union (IFRS-UE) and have been audited by Deloitte Audit SRL. The individual interim financial statements of the Issuer as of the date and for the period of six months ending on June 30 .2013 have been prepared according to the International Accounting Standard 34 Interim Financial Reporting (IAS 34) and have been revised by Deloitte Audit SRL. The consolidated annual financial statements of the Issuer for the financial periods ending on December 31, 2010 and 2011 have been prepared for Adeplast and its subsidiary Flamav Trans SRL. The financial information of Flamav Trans SRL has been included in the consolidation of Adeplast till the date of the sale of the company, 17th of May 2011. For the financial period ending on December 31, 2012 and for the period of 6 months ending on June 30, 2013, the Issuer has prepared individual financial statements, as not holding any other participations. As of June 30, 2013, the Company did not have any subsidiaries and was not part in any association in participation.

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3.2.1.1 Status of financial position 30.06.2013 Revised 31.12.2012 Audited 31.12.2011 Audited 31.12.2010 Audited

Thousand RON Assets Fixed assets Tangible assets Intangible assets Deferred tax asset Total fixed assets Current assets Inventories Trade and other receivables Cash and cash equivalents Total current assets Total assets Equity and liabilities Shareholders' equity Share capital Legal reserves Revaluation reserves Retained earnings Total shareholders' equity Long term debt Loans Deferred tax liabilities Shareholder loan Unearned revenues Total long term debt Short term debt Loans Trade debt and other liabilities Payable income tax Total short term debt Total equity and liabilities Source: Financial Statements IFRS-UE

199.186 1.241 200.427

158.343 27 158.369

110.403 44 110.447

96.276 92 96.368

27.245 64.691 10.597 102.533 302.960

16.544 38.843 4.273 59.660 218.029

17.372 19.793 19.175 56.340 166.787

12.514 16.166 21.406 50.086 146.454

3.615 660 14.174 67.860 86.309

3.615 660 14.050 60.565 78.890

3.615 660 12.350 44.374 60.999

3.615 660 12.578 40.438 57.291

88.206 3.253 3.604 95.063

66.829 3.113 2 69.943

50.067 2.208 14 52.289

46.575 2.065 27 48.667

71.443 48.866 1.278 121.588 302.960

45.790 22.863 543 69.196 218.029

43.226 10.273 53.499 166.787

32.127 8.369 40.496 146.454

The difference between the value of the share capital registered in the IFRS financial statements of RON 3,614,962 and the value of the share capital registered in the Articles of Incorporation of RON 3,300,000 represents the effect of the application of IAS 29 standard regarding the hyperinflation. Romania was considered a hyper inflationist economy until the end of 2003, and the share capital was inflated with the respective inflation rates according to IAS 29. The tangible assets increased in 2012 with 43% compared to 2011 and with 15% in 2011 compared to 2010 mainly due to the investments in the new factories opened during the analyzed period, but also due to the investments made in the existing ones, as follows:
175

Oradea Platform: Dry mortars factory extended in 2011 with a new drying line of sand and with other equipments Expanded polystyrene and graphited polystyrene factory new investment, began in 2012, put in activity in 2013 Plaster and paints factory opened in 2008

Ploiesti Corlatesti Platform Dry mortars factory extended and enhanced in 2010, 2011 and 2012 Expanded polystyrene factory commissioned in 2011 Graphite polystyrene factory commissioned in 2012 Plaster and paints factory new investment, started in 2013, commissioned in 2013

Roman Cordun Platform Dry mortars factory new investment, built in 2012, put in activity in 2013 Expanded polystyrene and graphite polystyrene factory new investment, built and commissioned in 2013

Intangible assets, represented by software licenses and operating systems (ERP System for the clients database management, for the coloring machines management, graphics software, security systems etc.), decreased in 2012 by 39% compared to 2011 and by 52% in 2011 compared to 2010. The main cause of these decreases has been the registration of the depreciation of the expenses. The value of the position Trade and other receivables strongly fluctuated during 2011-2012, increasing by more than 96% and during 2010-2011 increasing by 22%. During 2012, the main reason of this significant increase represented the issuing during the last part of the year (November December) of invoices with payment terms during the following financial year and the extension of the payment terms in order to increase sales. The value of the cash and cash equivalents registered in 2012 a decrease compared to 2011 (over 77.7%) due to financing from own sources. A 10.4% decrease of the cash has been registered during 2010-2011, due to the increase of trade receivables and high investments. The evolution of the Issuers equity and liabilities (thousands of RON) 90.000 80.000 70.000 60.000 50.000 40.000 2010 2011 2012 Shareholders Equity Source: Adeplast Shareholders equity has increased by 29.33% from 60,999 thousands RON in 2011 to 78.890 thousands RON in 2012 mainly due to the increase of the reported result (by 36.49%) and due to the
176

80.000 70.000 60.000 50.000 40.000 2010 2011 2012 Short term debt Long term debt

revaluation reserves (by 13.77%). During the 2011, the shareholders equity has increased by only 6.47% due to the decrease of the revaluation reserves (by 1.81%) and due to a slight increase of the result carried forward (of 9.73%). The value of the long term debt increased in 2012 by 33.76% compared to the previous year due to the increase in long term loans from 50,067 thousands RON to 66,829 thousands RON . The main reason was contracting some investment credits from UTB. In 2011 compared to 2010, the total of the long term debt easily increased by 7.44%. Regarding the short term debt, they increased by 29,34% in 2012 compared to 2011 due to the increase of trade payables with over 102%. The reason for this important increase is the acquisition of raw materials and consumables towards the end of 2012 with due term in the following financial exercise. The Issuer made these acquisitions because he beneficiated of low prices. In 2011, the total of the short term debt increased by 32,11%, mainly due to the increase of short term loans compared to 2010 (34.55%), but also due to the increase of the trading debts and of the other debts (by 22.75%). The increase of short term loans as ofJune 30, 2013 by 56% compared to the situation as ofDecember 31, 2012 is explained by the seasonality of the Company activity; thus, during summer season the sales and the production are at a much higher level than during the winter season. Consequently, the Company uses the credit lines for the financing of the activity, while at the end of the reporting period the Company repays from the drawn lines; similar, trade payables are at a higher level in June than in December, because the acquisitions from the suppliers are at a much higher level in June (when the production is almost at maximum capacity) than in December. From the same reason, the balance sheet positions, tradereceivables and inventories are significantly higher as of June 30, 2013 compared to December 31st, 2012. More details of the loans contracted by the Issuer is presented in the following table: thousands RON Long term loans Leasing Long term loans Long term loans - current portion Leasing - current portion Short term loan Accrued interest Short term loans Total loans Source: Financial Statements IFRS-EU 30.06.2013 69.455 18.751 88.206 18.013 5.579 47.820 32 71.443 159.649 31.12.2012 65.811 1.018 66.829 14.554 1.550 29.639 47 45.790 112.619 31.12.2011 48.927 1.140 50.067 11.628 2.842 28.705 50 43.225 93.292 31.12.2010 42.771 3.804 46.575 8.843 3.519 19.727 39 32.127 78.703

The short term liabilities of the Company exceed the current assets by a low percentage of 18.6% due to the investment effort of Adeplast during the last years (as reference, the value of the investments of the Company during the period of 10 years during 2003 and 2012 exceeded EUR 40 million, of which over EUR 9 million only during 2010-2012). The investments works finalized by Adeplast and opened during the last period, meaning expanded and graphite polystyrene from Oradea, the painting and coating factory from Ploiesti - Corlatesti and dry mortars and expanded and graphite polystyrene factories from Roman - Cordun (all opened during the year 2013) shall begin to generate significant revenues during the second part of the year 2013; it is expected that the surplus of cash generated by the new investments shall balance the net current assets. On December 31st, 2012 the Issuer had the following loan agreements: 1. Long term loan concluded with UTB
177

On December 31st, 2009, the Company obtained a loan from UTB to refinance a loan from Raiffeisen. The total amount received was of EUR 14.299.348, with an interest rate of EURIBOR 1 month + 3% /year, including 3 facilities. During 2013, the Company made no other withdrawals related to the above loans; in exchange, it made repayments, reducing the due amount to EUR 6.886.413 as of June 30th,2013. 2. Long term loan concluded with UTB In April and November 2011, the Company obtained two loans from UTB to finance/refinance the investments made for the polystyrene factory in Corlatesti, Prahova County, but also to finance some investments made in 2009 and 2010 for the sand drying line and other equipments. The total value of the loan amounted to EUR 4.300.000 (EUR 1.300.000, respectively EUR 3.000.000), of which it used EUR 4.230.248, (balance as of December 31st, 2012: EUR 3.408.138, balance as of June 30th, 2013: EUR 3.094.134). The two loans were contracted with an interest rate of EURIBOR 1 month +3,8%, respectively EURIBOR 1 month +2,4%. The loans maturities are on April 11th, 2016 and respectively November 22nd, 2019. 3. Long term loan concluded with UTB In January 2012, the Company obtained a loan from UTB to finance/refinance the investments made for the factory of mortars and adhesives, in the amount of EUR 7.730.000, with an interest rate of EURIBOR 1M + 2,4% /year. The whole available amount was used until June 30th, 2013. The loan will be repaid in equal installments, payable starting July 2013, with the final maturity on December 9th, 2019.

4. Short term loan concluded with UTB In December 2009, the Company signed a short term loan contract with UTB in the amount of EUR 5.700.000 (later increased to EUR 6.900.000), for which addenda were signed every year to extend the maturity. In April 2011, an Addendum was signed to increase the maximum credit value up to EUR 6.900.000, and the due date was extended until December 2012. The loan has the following interest rates: for sub-limit with use/repayment requests: EURIBOR 1M + 3,68% /year for drawings in EUR and, respectively, ROBOR 1M + 2,75% /year for drawings in RON, while for sub-limit on current account: EURIBOR O/N + 3,68% /year for drawings in EUR and ROBOR O/N +2,85% /year for drawings in RON. In December 2012, another addendum was signed to extend the due date until December 2013. Drawings can be made both in RON and in EUR. In March 2013, an Addendum was signed that increased the total amount up to EUR 10.900.000, of which on June 30th, 2013 the Company used EUR 10.719.553 (the amount to pay on December 31st, 2012 was of EUR 6.692.546). 5. Long term treasury line In February 2013, Adeplast signed for two long term treasury lines with UTB worth a total of EUR 470.000, which have to be repaid until the following two due dates: the contract worth EUR 145.000
178

until November 2019, and the contract worth EUR 325.000 until January 2020. On June 30th, 2013 no amount was drawn from these treasury lines. For both treasury lines the interest rate is EURIBOR O/N + 10% in case the treasury line is turned into a credit in cash. 6. Investment loan concluded with Banca Transilvania In February 2013, the Company signed a investment loan agreement with Banca Transilvania, worth a total of RON 8.500.000 for the acquisition of some production lines for paints and decorative plasters which would be used in the newly opened factories. The interest rate set up according to the credit contract was of 7,85% /year, and the loan would be repaid in equal monthly installments starting March 2014 until February 17th, 2018. The banking loans are secured with lands, buildings and the Issuers equipment. The entire value of trade receivables and inventories is pledged up to the limit of the overdue debt, the interest and chargesrelated to the facility from UTB. All long and short term loans as of June 30th, 2013 and as of December 31st, 2012 are secured by a personal guarantee of Marcel Barbut. The loan contracts include a series of obligations regarding the communication with the debtor, financial reporting, constraints on dividends distribution, constraints on additional debt, compliance with leasing contracts, guarantees preservation, negative pledges, material adverse change, compliance with certain financial and other type of agreements. As of December 31st, 2012 and as of June 30th, 2013, the current liquidity ratio (current assets/short term liabilities) required by the loan contracts signed with UTB (respectively which should be higher than 1) was not met. On August 14th, 2013, UTB sent to the Issuer two letters regarding the long and short term credits confirming that no penalties would be applied to the above mentioned credit contracts for the contractual breaches that have occurred until date of the letters. Trade and other receivables. The evolution of the balance sheet indicator Trade and other receivables is shown in the table below: thousands RON Clients Other receivables VAT and other charges Advances to suppliers Advanced payments and cumulated income Provision for uncertain receivables Provision for other uncertain receivables Total trade and other receivables Source: Financial Statements IFRS - EU 30.06.2013 71.800 654 144 593 (8.332) (168) 64.691 31.12.2012 43.628 2.155 2.683 119 154 (9.728) (168) 38.843 31.12.2011 29.113 365 236 136 (10.053) (4) 19.793 31.12.2010 24.778 325 (105) 48 171 (9.045) (7) 16.166

Commercial receivables were pledged in favor of the banks as guarantees for the banking loans. We give below the first 10 clients of the Issuer according to their sales recorded in 2012 (the amounts do not include VAT): Sales Clients (T RON) %
179

Arabesque SRL Dedeman SRL Praktiker Romania SRL Artsani Com SRL Zentyss SRL Baumax Romania SRL Sipex Company SRL Dragmat SRL Holcim (Romania) SA Gib Ratos SRL Others Total Clients Source: Adeplast

12.656 11.427 7.693 7.286 5.709 4.671 4.569 4.520 2.761 2.641 118.496 182.429

7% 6% 4% 4% 3% 3% 3% 2% 2% 1% 65% 100%

As it can be seen, the first 10 clients stand for 35% of total sales recorded in 2012, which means that the Issuers activity is not strongly dependent on a limited number of clients. The composition of the Issuers stocks at the end of the analyzed accounting periods is shown in the table below:

thousands RON 2012 2011 Raw materials 8.257 9.627 Finite products 3.069 2.829 Goods for sale 1.436 1.028 Auxiliary materials 3.781 3.888 Total stocks 16.544 17.372 Source: Financial Statements IFRS - EU

2010 7.075 926 1.119 3.395 12.514

T RON Raw materials Finite products Goods for sale Auxiliary materials Total stocks

2012 2011 2010 50% 55% 57% 19% 16% 7% 9% 6% 9% 23% 22% 27% 100% 100% 100%

As it can be seen, raw materials hold the largest share in total stocks, standing for over 54%, auxiliary materials standing, on average, for over 24% of total stocks, followed by finite products with an average of 14% for the analyzed period. On June 30th, 2013, the stocks value was of T RON 27.24, by 65% higher than their value on December 31st, 2012, of T RON 16.544. This higher stocks level recorded at mid year compared to the end of the previous financial year is due to the seasonal business of the Company, as the sales volume and production are larger during that period of the year. The Issuers stocks were pledged in favor of the banks as guarantees for the banking loans Trade and other debts. The amounts due to suppliers, as well as other debts of the Issuer are detailed in the table below: thousands RON Suppliers Other debts Committed debts Advances from clients Other taxes VAT to pay 30.06.2013 43.601 559 415 30 472 3.788
180

31.12.2012 20.980 767 215 403 290 208

31.12.2011 10.397 204 (1.112) 130 312 342

31.12.2010 8.691 275 (1.186) 19 336 234

Total Trade and other debts 48.866 Source: Financial Statements IFRS - EU

22.863

10.273

8.369

We give below the first 10 clients of the Issuer according to their cash turnovers registered in 2012: Suppliers Baupartner SRL Holcim (Romania) Sa Rompetrol Downstream SRL Synthos Dwory Sp.Zo.O. Synthos Kralupy A.S. Dow Europe Bauelemente SRL Zentyss SRL Wacker Chemie Ag Mondi Bags Hungaria Kft Others Total Suppliers Source: Adeplast Cash turnover (T RON) 55.387 24.726 15.216 13.216 9.275 8.129 7.943 6.970 6.505 5.604 84.916 237.887 % 23% 10% 6% 6% 4% 3% 3% 3% 3% 2% 36% 100%

As it can be seen, the Issuers activity is strongly influenced by its largest suppliers, the first ten of which totaling over 64% of total suppliers. 3.2.1.2 Statement of comprehensive income T RON Sale of finished goods Sale of goods Sale of services Other operating income Revenues from change in inventories Total operating revenues Raw materials and consumables Utilities Employees benefits Third parties services Depreciation Cost of the goods for re-sale Other operation expenses Total operating expenses Profit from operation Financial revenues Financial expenses Financial revenues /(expenses) Profit before tax Tax on profit Net profit of the year 2012 144.196 33.349 4.884 1.190 773 184.392 (87.514) (3.402) (6.512) (20.489) (11.995) (30.455) (679) (161.046) 23.346 7.039 (11.601) (4.562) 18.784 (2.626) 16.158
181

2011 115.204 20.858 4.403 699 1.902 143.066 (72.335) (2.793) (6.125) (15.615) (13.441) (18.727) (2.859) (131.895) 11.171 6.658 (10.593) (3.935) 7.236 (1.147) 6.089

2010 114.593 7.612 4.617 801 (593) 127.030 (66.914) (1.581) (6.223) (10.710) (13.396) (7.485) (3.696) (110.005) 17.025 7.888 (10.823) (2.935) 14.090 (1.994) 12.096

Revaluation of the land and buildings Effect of the deferred tax Total other elements of the global result

2.295 (367) 1.928

(1.838) (1.838)

Total comprehensive income 18.086 6.089 10.258 Source: Financial Statements IFRS-EU Revenues from operation increased to 29% in 2012 compared to the previous year and by 13% in 2011 compared to 2010. The increase registered in 2012 has been determined by a series of cumulating factors. The Issuer allowed the increase of the payment terms in order to increase the sales. Also, an impulse to the sales has been given also by the national program of conforming to the stipulation of the Directive 2010/31/EU of the European Parliament and of the Council from the May 19th, 2010 regarding the energetic performance of the buildings. The main component of the operating revenues are the revenues from sale of finished goods., but its weight showed a decreasing tendency as one can see in the following table, from 90% in 2010 to 78% in 2012, while the weight of the revenues from sale of merchandise increased from 6% in 2010 to over 18% in 2012. thousands RON Revenues 2012 Sale of finished goods 144.196 Sale of goods 33.349 Sale of services 4.884 Total revenues 182.430 Source: Financial Statements IFRS-EU

2011 115.204 20.858 4.403 140.465

2010 114.593 7.612 4.617 126.823

Other operating revenues are detailed in the table below: thousands RON 2012 Income from renting 316 Income from packages sale 778 Income from fines and compensations Other income 97 Total other income from operation 1.190 Source: Financial Statements IFRS-EU 2011 83 552 1 63 699 2010 278 402 1 120 801

As it can be seen in the table above, "Other operating income" is mainly represented by the income from the sale of packages (over 65% in 2012). The financial revenues of the Issuer increased by 6% in 2012 compared to 2011 but decreased in 2011 compared to 2010 by 16%. Financial revenues include the gains from the foreign currency exchange and the interest revenues. The greatest impact on the financial revenues is of the gains from the foreign currency exchange (representing over 90% over the analyzed period). Issuer's operating expenses, increased in 2012 compared to 2011 by 22%, and in 2011 compared to 2010 by 20%. In accordance with the Issuer's object of activity, in the operating expenses, the largest share is owned by the costs for raw materials and consumables (an average of 57%). The evolution of the costs of raw materials and consumables is correlated with sales increase. The Issuer has recorded expenses related to the services provided by third parties (13% of the total operating expenses in 2012), detailed in the following table: thousands 2012 2011 2010 thousands
182

2012

2011

2010

RON Transport Insurance Repairs and maintenance Bank charges Fees Post and telecommunica tions Travelling Rents Other services*

8.045 532 867 403 557

7.068 583 591 334 333

4.489 881 303 389 322

280 192 8 9.605

274 173 7 6.251

250 125 20 3.931 10.710

RON Transport Insurance Repairs and maintenance Bank charges Fees Post and telecommunic ations Travelling Rents Other services Total

39% 3% 4% 2% 3%

45% 4% 4% 2% 2%

42% 8% 3% 4% 3%

1% 1% 0% 47% 100%

2% 1% 0% 40% 100%

2% 1% 0% 37% 100%

Total 20.489 15.615 Source: Financial Statements IFRS-EU

* Other services provided by third parties mainly include expenses with the technical services provided by subcontractors, security services, consulting services, audit services and advertising expenses.

Issuer's financial expenses increased in 2012 compared to 2011 by 10%, but in 2011 compared to 2010 decreased by 2%. Financial expenses are represented mostly (on average 70%) by net realized losses from foreign currency exchange, expenses related to bank loans (on average 28%) and to a smaller extent by costs associated to the financial leases (on average 2%). Profit before tax increased substantially in 2012 compared to 2011, but given that in 2011 the value was only half of the profit obtained in 2010. By reference to the year 2010, the profit before tax in 2012 increased by 33.3%. The halving of the profit before tax in 2011 is the result of an increase in operating expenses higher than the increase in operating revenues, respectively 20% vs. 13%.. The income tax expense includes both the income tax expense for the current financial year and the deferred tax. The following tables present details on the tax calculation. thousands RON Current income tax Deferred income tax Tax expenses Source: Financial Statements IFRS-EU 2012 2.089 537 2.626 2011 1.003 143 1.147 2010 2.435 (441) 1.994

The tax applied to the Issuer's profit before tax differs from the theoretical value that would result using the tax rate applicable to the Issuer's profits as follows:

Thousands RON Profit before tax

2012 18.784

2011 7.236

2010 14.090

Tax calculated at statutory rate (16%) The effect of the deferred tax on the temporary differences of the assets Income not subject to taxation Non-deductible expenses

(3.005) -

(1.158) -

(2.254) 372 228

183

(15) Tax Credit for sponsorship 394

(79) 90

(322) (18)

Tax expenses Source: Financial Statements IFRS-EU

(2.626)

(1.147)

(1.994)

The main indicators of the Issuer's activity calculated for the analyzed period are listed in the table below: Indicator (thousands RON) Total revenues, out of which: Operating revenues Financial revenues Total expenses out of which: Operating expenses Financial expenses Gross profit, out of which: Operation profit / (loss) Financial profit / (loss) Income tax Net profit Source: Financial Statements IFRS-EU 2012 191.431 184.392 7.039 (172.647) (161.046) (11.601) 18.784 23.346 (4.562) (2.626) 16.158 2011 149.724 143.066 6.658 (142.488) (131.895) (10.593) 7.236 11.171 (3.935) (1.147) 6.089 2010 134.918 127.030 7.888 (120.828) (110.005) (10.823) 14.090 17.025 (2.935) (1.994) 12.096 '12/'11 (%) 27,86% 28,89% 5,72% 21,17% 22,10% 9,52% 159,59% 108,99% 15,93% 128,95% 165,36%

Evolution of the Issuer's revenues in the period 2010-2012 (million RON)

200 180 160 140 120 100 80 60 40 20 2010 2011 2012 Operating revenuess Operating expenses 250 200 150 100 50 2010 Total revenues 2011 2012 Total expenses

Source: Adeplast Evolution of the Issuer's net profit in the period 2010-2011
18 16 14 12 10 8 6 4 2 0 2010 2011 Net profit 2012

184

Source: Adeplast The following values are calculated based on the IFRS-EU consolidated financial statements: Thousands RON 2012 2011 EBITDA 35.341 24.612 EBIT 23.346 11.171 Net profit 16.158 6.089 Source: Financial Statements IFRS-EU Interim statement of comprehensive income thousands RON Revenues Other operating revenues Stocks variation Other (losses) / incomes from operations - net Impairment (tax) / issue of current assets Reversal of value adjustments for fixed assets Total operating revenues Raw materials and consumables Utilities Employee Benefits Services provided by third parties Depreciation Cost of goods for resale Other operating expenses Total operating expenses Operating profit Financial revenues Financial expenses Financial gain / (loss) Profit before taxation Income tax Net profit for the year Revaluation of land and buildings. The effect of the deferred tax. Total other elements of the comprehensive income Total comprehensive income Source: Financial Statements IFRS-UE
185

2010 30.421 17.025 12.096

30.06.2013 99.083 796 2.342 174 638 103.033 (55.976) (2.374) (4.493) (10.749) (6.780) (9.216) (1.136) (90.724) 12.309 4.902 (8.617) (3.715) 8.594 (1.413) 7.181 262 (24) 239 7.420

30.06.2012 74.509 701 706 1.393 291 921 78.521 (36.487) (1.314) (2.944) (9.312) (6.437) (11.550) (1.291) (69.335) 9.186 944 (4.955) (4.011) 5.175 (833) 4.342 4.342

The total operating revenues increased by 31% in the first half of 2013 compared to the same period in 2012. Similarly, the total operating expenses increased by the same percentage. The net profit for the first six months of 2013 as compared to same period of 2012 increased substantially by 65.38%. 3.2.1.3 Cash flows The annual statement of Issuer's cash flow, extracted from the financial statements prepared in accordance with IFRS-EU standards, is presented below: Thousands Ron Cash flow from operating activities Net profit for the year Adjustments for: Depreciation and amortisation Provision for uncollected trade receivables Trade receivables written off (Profit) / loss from the disposal of fixed assets The effect of foreign exchange rate changes on loans Interest expenses Interest revenues Income tax Operating cash flows before changes in working capital Changes in working capital (Increase) in trade and other receivables (Increase) in inventories (Decrease) / increase in trade payables and other liabilities Cash generated from operations Interests paid Income tax paid Net cash from operating activities Cash flows from investing activities Acquisitions of tangible assets and intangible assets Colections for sales of tangible assets and intangible assets Interest received (47.517) 369 335 (27.893) 1.071 1.180 (7.126) 1.084 1.714 (19.492) 828 4.595 21.798 (3.155) (1.546) 17.097 (5.869) (4.858) 2.108 16.168 (3.747) (1.220) 11.201 7.685 (3.057) (3.215) 33.937 (3.880) (1.630) 28.427 2012 2011 2010

16.158

6.089

12.096

11.075 (161) 602 505 2.245 3.152 (335) 2.626 35.867

13.441 1.087 1.156 (700) 3.747 (1.180) 1.147 24.787

13.243 1.674 1.340 10 3.880 (1.714) 1.994 32.524

186

Thousands Ron Net cash used in investing activities Cash flow from financing activities Increase in loans Reimbursement of loans Principal payments of the financial leasing Restricted cash Paid dividends

2012 (46.814)

2011 (25.642)

2010 (4.422)

30.390 (11.890) (3.489) 8 (195)

17.930 (3.340) 26 (2.381)

(8.333) (5.301) 349 (1.892)

Net cash from financing activities

14.823

12.235

(15.177)

Net increase of cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year Source: Financial Statements IFRS-UE

(14.894)

(2.205)

8.921

19.096 4.202

21.301 19.096

12.380 21.301

The cash flow generated from the operating activities increased in absolute terms in 2012 by 5,896 thousands RON compared to 2011 and in relative terms, by 53%, from 11.201 thousands RON to 17.097 thousands RON. The positive cash flows from the operating activities were offset by cash outflows for investments in tangible assets and intangible assets, which reduced the cash by 47.517 thousands RON in 2012 and by 27.893 thousands RON in 2011. The net cash outflow used in the investing activities amounted to 46.814 thousands RON in 2012, compared to 25 642 thousands RON in 2011. Unlike 2010 when the repayment of loans (worth 8,333 thousands RON) was the main reason the net cash flows from financing activities decrease by 15.177 thousands Ron of, in 2011 and 2012 the revenues from loans (worth 30.390 thousands RON and respectively 17.930 thousands RON) contributed to positive net cash flows from financing activities, respectively 14.823 thousands RON in 2012 and 12.235 thousands RON in 2011. The statement of cash and cash equivalents for the last three financial years ended is presented in the following table: thousands RON Cash and bank depositsin RON Cash and bank deposits in foreign currencies. Total cash and cash equivalents Source: Financial Statements IFRS-EU 2012 4.244 29 4.273 2011 6.603 12.572 19.175 2010 20.963 443 21.406

In 2012 the reduction of total cash and cash equivalents was caused primarily by the decrease of the cash and bank deposits in foreign currencies from 12.572 thousands RON in 2011 to only 29 thousands RON in 2012. For 2011, the decrease of the cash and cash equivalents of the Issuer was caused by the reduction of the cash and bank deposits in RON.

187

Interim Cash Flow Statement thousands RON Cash flow from operating activities Net profit for the year Adjustments for: Depreciation and amortisation Provision for uncollected trade receivables Trade receivables written off (Profit) / loss from the disposal of fixed assets Net interest expenses Corporate tax Operating cash flows before changes in working capital Changes in working capital (Increase) in trade and other receivables (Increase) in inventories (Decrease) / increase in trade payables and other liabilities Cash generated from operations Cash flows generated from operations Cash flows generated from operations Interests paid Income tax paid Net cash from operating activities Cash flows from investing activities Acquisitions of tangible assets and intangible assets Gains from sales of tangible assets and intangible assets Net cash used in investing activities Cash flow from financing activities Increase in loans Reimbursement of loans Principal payments of the financial leasing Paid dividends Restricted cash Shareholder loans Net cash from financing activities (31.092) 174 (30.919) (13.895) 234 (13.661) (25.210) (10.701) 28.597 9.677 9.677 (1.826) (562) 7.289 (24.230) (554) 7.525 (5.235) (5.235) (1.661) (6.896) 30.06.2013 30.06.2012

7.181

4.342

6.780 (1.396) 758 429 1.826 1.413 16.991

5.516 (758) 467 (37) 1.661 833 12.024

35.492 (5.829) (3.315) (1) 3.604 29.952

13.359 (4.971) (1.720) (195) 1 6.474

188

Net increase of cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at the end of the year Source: Financial Statements IFRS-EU

6.323 4.202 10.525

(14.083) 19.096 5.013

For the cash flow statement, cash and cash equivalents and overdrafts are as follows: thousands RON Cash and cash equivalents Restricted cash Total 2012 4.273 (71) 4.202 2011 19.175 (79) 19.096 2010 21.406 (105) 21.301

3.2.1.4 Changes of shareholders equity

Retaine d earnings Minorit y interests

Thousands Ron Balance at December 31, 2009

Share capital

Legal reserve

Revaluatio n reserve

Total

Total capital

3.615

660

14.644

29.305

48.224

48.224

Profit for the year Increase in legal reserve Other elements of the comprehensive income Profit / (loss) from the revaluation of the land and buildings Impact of tax laws on deferred tax Total other elements of the comprehensive income Transactions with the shareholders Payment of dividends

12.096 -

12.096 -

12.096 -

(2.200) 362

(2.200) 362

(2.200) 362

3.615 -

660 -

12.806 -

41.401 (1.190)

58.482 (1.190)

58.482 (1.190)

Revaluation excess obtained Balance at December 31, 2010

(228)

228

3.615

660

12.578

40.438

57.291

57.291

Profit for the year Increase in legal reserve Other elements of the comprehensive income Revaluation excess obtained

6.089 -

6.089 -

6.089 -

(228)

228

189

Profit / (loss) by the revaluation of the land and buildings Impact of tax laws on deferred tax Total other elements of the comprehensive income Transactions with the shareholders Payment of dividends Balance at December 31, 2011

3.615

660

12.350

46.755

63.380

63.380

(2.381)

(2.381)

(2.381)

3.615

660

12.350

44.374

60.999

60.999

Profit for the year Increase in legal reserve Other elements of the comprehensive income Revaluation excess obtained Profit / (loss) by the revaluation of the land and buildings Effect of deferred tax Total other elements of the comprehensive income Transactions with the shareholders Payment of dividends Balance at December 31, 2012

16.158 -

16.158 -

16.158 -

(228)

228

2.295 (367)

2.295 (367)

2.295 (367)

3.615

660

14.050

60.760

79.085

79.085

(195)

(195)

(195) 78.890

3.615

660

14.050

60.565

78.890

7.181 -

Profit for the year Increase in legal reserve Other elements of the comprehensive income Revaluation excess obtained Profit / (loss) by the revaluation of the land and buildings Effect of deferred tax Total other elements of the comprehensive income Transactions with the shareholders Payment of dividends

7.181 -

7.181 -

(114) 114

3.615

660

262 (24) 14.174

67.860

262 (24) 86.309

26286.309 -

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Balance at June 30, 2013

3.615

660

14.174

67.860

86.309

86.309 -

Source: Financial Statements IFRS-EU Accounting policies Issuer's accounting policies can be found in the notes to the consolidated financial statements. 3.3 Factors determining and affecting the evolution of the Issuers results and operations

The main significant factors influencing the Issuers revenues are shown below: Opening new production facilities Adeplast opened six new factories during the last three years, respectively: the first Companys production facility of expanded polystyrene located on Ploiesti Corlatesti industrial platform and opened in 2011 production line of graphite polystyrene taken in leasing from Zentyss in 2012, based on the financial leasing contract No.30031219 signed with UniCredit Leasing and included in the description in Section 1.9 (Important contracts), item D.1 (Leasing contracts signed with UniCredit Leasing) factory for adhesives and dry mortars from Roman industrial platform, investment inaugurated in March 2013 factory for expanded and graphite polystyrene from Oradea industrial platform, inaugurated in April 2013 factory for expanded and graphite polystyrene from Roman industrial platform, inaugurated in May 2013 factory for paints and decorative plasters from Ploiesti industrial platform inaugurated in August 2013 in the first quarter of 2013 the Issuer also signed with Dfa Tec SRL a sale - purchase agreement for stocks and a sub-license contract for Dfa trade mark owned by Meffert AG Farbwerke, in view of selling Dfa products on the markets of Romania and Bulgaria. Extension of production capacities, together with Adeplast competitive advantages generated a consistent rise of the Companys market share on the main activity segments, respectively from 17,4% in 2010 to 19,2% in 2012 for adhesives and dry mortars and from 0% in 2010 to 10,1% in 2012 for expanded polystyrene. The main competitive advantages the Company relied on in expanding its turnover included: A pricing policy adapted to the market demand as a result of the superior productivity per employee as compared to its main competitors; Prompt deliveries to clients and low transport costs based on:

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o geographical coverage the three industrial platforms strategically placed on Romanias territory; o the transported mix of products comprising large volume and low weight products (polystyrene) and low volume and high weight products (mortars, etc) Focus on quality and consistent expansion of the range of offered products, meeting all clients needs; Relations with a diversified range of clients, both in terms of size (top 10 clients represented only 35% of sales in 2012) and in terms of structure ( in 2012: wholesale traders - 39% of sales, construction materials warehouses - 25% of sales, DoItYourself shops - 23% of sales, retail traders -13% of sales). Another important factor which determined the market evolution during the last few years was the disappearance of smaller competitors due to the difficult competition on the background of economic crisis. Information on any strategies of governmental, economic, budgetary, monetary or political factors which influenced or might significantly influence, directly or indirectly the Issuers operations Dwellings stand for 65% of thermal power and 25% of electrical power consumption. The largest part of the consumption is for heating and cooling. European Union has a policy for increasing buildings energy efficiency, whose important pillar is the EU plan of action regarding energy consumption efficiency. This implies energy consumption savings by 20% until 2020. Starting 2013 the action plan is expected to induce a significant rise of the thermo-insulating materials market, but the actual actions will depend on the specific implementation individually adopted by each member state. Romanias Government pledged to apply this plan, targeting the cutting down of energy consumption for dwellings heating. The Government subsidizes 50% of the expenses for thermal rehabilitation; local authorities contribute with 30% and the dwelling owners only with 20%. The legal framework was established in 2005/2006 (Emergency Ordinance 187/2005 and Law 260/2006). According to the Romanian Association of Energy Auditors, there are at least 1.500.000 dwellings needing thermal rehabilitation (outside insulation). This means about 60 million m2 and a potential market of EUR 5,4 billion for thermal insulation systems. 3.4 Significant changes of financial or commercial condition

Apart from those mentioned in this document, there were no significant changes of the Issuers financial or commercial standing since the end of the last financial year for which audited or intermediary financial statements were published. 3.5 Investments

Adeplast owns at present three prodcution platforms located in Oradea, Ploiesti Corlatesti and Roman Cordun. ORADEA Platform
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Products

Description

Capacity (Tons/year)

Unit

Date

Total investment (Th. EUR)

Dry mortars

The oldest factory of the Company. In 2012, a new sand drying line was added as well as other equipment (33% of investment expenses) 21% of investment is represented by 100% automated coloring machines (only 5 employees operate the whole equipment) New investment last generation production line, both for expanded and for graphite poklystyrene

250.000

Tons

2004

3.976

Paints decorative plasters

20.000

Tons

2008

4.089

Expanded and graphite plystyrene Warehouses

700.000

m3

Apr 2013

3.135

1.520

m2

Platforma Ploiesti Corlatesti Capacity (Tons/year) Total investment (th. EUR)

Products

Description Improvements in 2010, 2011 and 2012 by mounting a new sand sieving plant and other equipmnent (21% of investment expenses) The first polystyrene production factory Zentyss production line, taken in leasing based on the financial leasing contract No. 30031219 signed with UniCredit Leasing and included in the description in Section 1.9 (Important contracts), item D.1 (Leasing contracts signed with UniCredit Leasing) New investment, 100% automated (only 5 employees operate the whole equipment). Investment expenses of EUR 6 million, first phase of the project being in Q I, 2013 (EUR 2,3 million)

Unit

Date

Dry mortars

450.000

Tons

2008

13.023

Expanded plystyrene

700.000

m3

2011

3.950

Graphite plystyrene

150.000

m3

2012

820

Paints and decorative plasters

20.000

Tons

July 2013 (est)

3.250

Roman Cordun Platform Capacity (Tons/year) Total investment (th. EUR)

Products

Description

Unit

Date

193

Dry mortars Expanded and graphite plystyrene

New investment, commissioning date March 2013 New investment, commissioning date May 2013. Last generation production line, both for expanded, and for graphite polystyrene

450.000

Tons

Mar 2013

12.426

700.000

m3

May 2013

3.681

According to Adeplast data, the capital expenditures of Adeplast during the period 2003 2013 were as follows:
YEAR 2003 2004 2005 2006 2007 2006 2009 2010 2011 2012 Prepayments Investment in progress 2012 Total LAND (th. RON) 0 0 0 2.170 14526 0 0 0 372 0 0 0 CONSTRUCTIONS (th. RON) 879 2.912 0,00 628 2.792 0 30.432 196 7.795 0 0 15.584 PLANTS, MACHINES (th. RON) 0,00 7.357 2.219 5.306 6.351 16.158 33.723 6.734 20.230 3.356 1.180 36815 TOTAL (th. RON) 879 10.269 2.219 8.104 23669 16.158 64.155 6.930 28.397 3.356 1.180 52399 EURO EXCHANGE RATE 3,76 4,05 3,62 3,53 3,34 3,68 4,24 4,21 4,24 4,46 4,46 4,46 TOTAL EURO (th. EUR) 234 2.536 613 2.296 7087 4.391 15.131 1.646 6.698 752 265 11.749

17.068

61.218

139.429

217.715

53.398

Evolution of Adeplast tangible fix assets during the period 2003 2012 according to statutory financial statements is shown below (RON million): Item Land and buildings Equipment furniture and office equipment Investments in progress TOTAL 2003 0,90 0,56 0,21 1,76 2004 3,72 7,86 0,25 0,11 2005 3,94 5,72 0,3 0,3 2006 2007 2008 25,86 19,11 0,18 57,47 2009 2010 2011 57,24 47,05 0,23 5,55 2012 64,04 40,86 0,18 52,40 157,48 12,45 198,43 30.06. 2013 97,18 88,40 0,40

6,08 26,15 8,3 10,56 0,07 0,15 0,17 0,32

54,97 51,06 44,13 40,41 0,24 1,90 0,18 3,83

3,43 11,94 10,26 14,60 37,20 102,62 101,24 95,48 110,07

During the analyzed period, Adeplast contracted the following banking borrowings: 1. Long term borrowings signed with UTB On December 31st, 2009, the Group obtained a loan from UTB to finance a previously contracted loan. The total amount received was of EUR 14.299.348, of which EUR 12.045.875 was used until December 2010 ( 2009: EUR 13.683.105) with an interest rate of EURIBOR 3 month + 3% /year,
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including 3 facilities. During 2011, the Group made no other drawings from the above mentioned loans, but made repayments, diminishing the amount to be paid down to EUR 9.982.081 on December 31st, 2011. - a credit facility worth EUR 4.639.003 (2010: EUR 5.566.804) for the investment in the gypsum factory and decorative design of Oradea; the loan is repayable in equal installments until December 2016; - a credit facility worth EUR 505.231 (2010: EUR 673.642) for investments; the loan is repayable in equal installments until December 2014; - a credit facility worth EUR 4.837.857 (2010: EUR 5.805.429) for investments; the loan is repayable in equal installments until December 2016. During 2012, the Company made no other drawings from the above mentioned loans, but made repayments, diminishing the amount to be paid down to EUR 7.918.303 on December 31st, 2012. - a credit facility worth EUR 6.695.348 (in balance on December 31st , 2012: EUR 3.870.286; balance 2011: EUR 4.639.003) for the investment in the gypsum factory and decorative design of Oradea; the loan is repayable in equal installments until December 2016; - a credit facility worth EUR 831.000 (in balance on December 31st, 2012 : EUR 336.814; balance 2011: EUR 505.231) for investments; the loan is repayable in equal installments until December 2014; - a credit facility worth EUR 6.773.000 (in balance on December 31st ,2012 EUR 3.711.203; balance 2011: EUR 4.837.857) for investments; the loan is repayable in equal installments until December 2016. In April and November 2011, the Company obtained two new loans from UTB to finance/refinance the investments made for the polystyrene factory of Corlatesti, Prahova County, but also to finance some investments made in 2009 and 2010 for sand drying line and of other equipment.

Total value of the received loans amounts to EUR 4.300.000 (EUR 1.300.000, respectively EUR 3.000.000), of which used was the amount of EUR 4.230.248 (in balance on December 31st 2012 EUR 3.408.138, in balance on December 31st 2011: EUR 4.036.116). The two loans were contracted with an interest rate of EURIBOR 1 month +3,8% , respectively EURIBOR 1 month +2,4%. The loan will be repaid in equal installments until March 2016 and respectively November 2019. In January 2012, the Company obtained a new loan from UTB to finance/refinance the investments made for the mortars and addesives factory, worth EUR 7.730.000 with an interest rate of EURIBOR 1 M + 2,4% /year. Out of this maximum amount, the Company used during the year EUR 6.820.000. The loan will be repaid in equal installments starting July 2013 until December 2019. 1. Short term loans signed with UTB In December 2009, the Company signed a short term loan contract with UTB worth a total of EUR 5.700.000 (later increased at EUR 5.900.000), to be used for working capital needs. In December 2010, an addendum was signed to extend the maturity until December 2011. The Borrower bears the following interest rates: EURIBOR O/N + 3,68% /year for drawings in EUR and respectively ROBOR O/N + 2,85% /year for drawings in RON.

195

In April 2011, another addendum was signed to increase the maximum credit value up to EUR 6.900.000, and the maturity was extended until December 2012. Drawings can be made both in RON and in EUR and the interest rate was not changed. On December 31st, 2011 the amount to be paid was of EUR 6.645.098. In December 2012, another addendum was signed to extend the due date until December 2013. Drawings can be made both in RON and in EUR and the interest rate was not changed. On December 31st, 2012 the amount to be paid was of EUR 6.692.546 and on December 31st, 2011, of EUR 6.645.098.

Financial leasing contracts On December 31st 2010, the Group had a payment obligation related to the financial leasing contract signed with Volksbank Leasing Romania for 65 de vehicles used to transport finished products (2009: 88 vehicles). The contracts were signed in EUR, with fix interest rates ranging between 3% and 6,8%. During 2011, the Group concluded three new leasing contracts with Unicredit Leasing for the acquisition of three vehicles (Skoda Octavia). The contracts were signed in EUR, with a fix interest rate of 8%. In 2012, 4 new leasing contracts were signed with UniCredit Leasing, for the acquisition of three vehicles (Skoda Octavia) and of a production line for expanded polystyrene panels.

3.6

Real estates, plants and equipment

Real estates (i) Berceni (Prahova) platform includes land courtyards-constructions, with a total surface of 106.634,70 m2 and 10 related constructions, located in Berceni commune, Corlatesti village, Prahova County, at about 500 m from Bucuresti-Ploiesti highway and at 500 m from Ploiesti town Ring Road. The main assets related to Berceni platform are: (a) (b) (c) (d) Factory of dry mortars capacity 450.000 t/year; Factory of expanded polystyrene capacity 700.000 mc/year; Factory of graphite polystyrene capacity 150.000 mc/year; and Offices and storage spaces.

The Issuer obtained the property over the land for Berceni platform based on the sale - purchase agreement No. 439 of February 15th, 2007 signed with Rovit S.A.company. Currently, the Companys premise is on Berceni platform. We mention that on Berceni platform the Issuer has also built a factory for paints and decorative plasters with a capacity of 20.000 tons/year. The hall for the paint factory was sold by S.C. Unicredit Leasing Corporation IFN S.A. and is used at present by the Issuer according to the real estate financial leasing contract No. 30041785/07/06/2013.

196

(ii)

Cordun (Neamt) platform agricultural land/ courtyards-constructions, with a total surface of 39.273 m2, located in Cordun commune, Neamt County, and the constructions built on it. This is the newest production platform of the Issuer and is located at 1 Km from Roman town, in an industrial area. The main assets of Cordum property are: (a) (b) (c) Factory of dry mortars capacity 450.000 t/year; Factory of expanded polystyrene capacity 700.000 mc/year; Storage spaces.

The Issuer obtained the land of Cordun platform from Cordun commune, based on the sale - purchase agreement No. 3723 of November 3rd, 2011, signed after a public tender procedure. The sale - purchase agreement authenticated under No.3732/03.11.2011 was signed on the Issuers behalf by a proxy of Mrs.Cristina Paveliuc. At that time, Cristina Paveliuc was the President of the Issuers Board of Directors. At the same time, Marcel Barbut was General Manager of the Issuer, being therefore the only entitled to sign the afore mentioned sale-purchase contract without a special proxi authenticated by the Issuer. As Cristina Paveliuc was not mandated by the Issuer to sign the above mentioned contract by a special and authentic proxy (but only by a decision of the Extraordinary General Meeting of the Associates, signed under private signature), there is the risk that the above mentioned contract be absolutely null and void due to the lack of Issuers consent validly expressed. However, this risk has to be circumstantiated by the fact than any potential action for annulment of the contract should be supported by a legitimate interest of the person filing the action and that absolute nullity invocation is not sufficient. In addition, it should be reminded that on the contract authentication date, Cristina Paveliuc was registered with the Trade Register as President of the Board of Directors, while Marcel Barbut, although appointed General Manager by the Issuer, was not registered in this position with the Trade Register. In the lack of Marcel Barbuts registration as General Manager with the Trade Register, his appointment by the Issuer was not opposable to third parties. Therefore, any third party consulting the Trade Register would legitimately believe that Cristina Paveliuc had the competence to sign the contract as President of the Board of Directors. (iii) Oradea (Bihor) platform - land courtyards-constructions, with a total surface of 21.648 m2, located in Oradea, Bihor County and the related construction. The platform is located at 50 m from Oradea Municipality Ring Road and at 250 m from the national road connecting Oradea to Budapest. The main assets of Oradea property we mention: (a) (b) (c) (d) Factory of dry mortars capacity : 250.000 t/year; Factory of paints and decorative plasters - capacity: 20.000 t/year; Factory of polystyrene capacity 700.000 mc/year; Offices and storage spaces

The Issuer obtained the land for Oradea platform as follows: (a) Land lot with cadastral number 150729 was obtained from Chimprestor S.A company based on the sale - purchase agreement No. 420 of April 1st, 2006, amended by the Addendum No.4321 of August 14th, 2006; (b) Land lot with cadastral number 5711 was obtained from Oradea City Hall, based on the sale - purchase agreement No 219 of February 21st, 2007; and
197

(c) Five lots of land with cadastral numbers 3371/1, 3371/2, 150401 (former 3371/3), 150450 (former 3370) and 150689 (former 3371/4) were obtained from Chimprestor S.A company based on the sale - purchase agreement No. 966 of June 2nd, 2003, (rectified on July 22nd, 2003). We mention that according to the excerpts from the Land Register regarding that lot, the Companys property deed registered in the Land Register is the sale - purchase agreement No. 1939 of November 24th, 2005. According to the Issuers declarations, this inadvertence is a material error of the Land Register which will be corrected. (d) Land lot with cadastral number 176914 was obtained from Chimprestor S.A company based on the sale - purchase agreement No. 2594/November 27th, 2011, by public tender. (iv) Sacadat (Bihor) property land of 5.225 m2 and constructions of secondary importance (weighbridge and stable) in an advanced degradation, according to Issuers information, located in Sacadat commune, Bihor County. According to Issuers information, he is not conducting production or storage activities on Sacadat property. The Companys ownership over Sacadat property was obtained based on the sale purchase agreement No. 4058 of October 28th, 1999 and of the civil definitive and irrevocable decision No.1239/2009-R, pronounced by the Court of Appeal Oradea in the file No. 3934/271/2008. For Sacadat property, the Issuer made no cadastral measurements and did not obtain a distinct cadastral number for the related land. After making the respective measurements, there is the chance that the surfaces are different from those described in Annex 2. There is also the risk of an overlapping with the neighboring properties. According to the Issuers declaration, Sacadat property is not essential for the Issuers activity and none of its important production assets are located in Sacadat. In the lack of cadastral measurements and of their registration in the Land Register for Sacadat property, the Issuer cannot sell the related assets. (v) Apartment in Ploiesti, with a useful surface of 113 m2, No.,4, Anton Pann Street, floor 1, Prahova County; The Issuer obtained the property right over Ploiesti apartment by the sale - purchase agreement No. 2710/September 7th, 2011, signed with Eurocastel S.R.L company. Description of Issuers real estates The detailed description of the Issuers real estates as registered in the Land Register on the date of the present Prospect is shown in Annex 2. Real estate publicity The Issuer is registered in the Land Register as the exclusive owner of the real estates listed in Annex 2. The Issuer made no cadastral measurements for Sacadat property. For more details on the implications of the lack of cadastral measurements, see Section 3.6.1 above.

198

According to Issuers declaration, on the Prospect date there are no complaints regarding the entries in the Land Register according to which the Issuer was registered as owner of the real estates listed in Annex 2. Lands over which the Issuer has rights of use The Issuer uses a land located in Ploiesti, No. 235, Gheorghe Doja Street, Prahova County, based on a free lease agreement for the mounting of a publicity board. The Issuer did not make the formalities to register in the Land Register the free lease agreement based on which he has the right of use over the land in Ploiesti, Gheorghe Doja Street. The lack of this contract registration in the Land Register makes it non-opposable to possible third parties getting the possession over the respective land. Encumbrances over the Issuers real estate Most Issuers real estates, as described in Annex 2, are encumbered by mortgages and interdictions to transfer, encumber, rent, joint/split up, demolish, restructure and build in favor of UTB. These encumbrances are described in detail in Section 1.9 (Important Contracts- Guarantees). Litigations or other procedures of contentious nature related to Issuers real estates The Issuer declares that there were no other encumbrances registered over its real estates, including privileges, interdictions, mortgages, significant limitations of its property right, of its right of use, of the right of free transfer, except for those identified related to the guarantees given by the Issuer in Section 1.9 B and that there were no such actions in court, litigations or arbitrage procedures related to the Issuers property right or right of use over the real estates identified in Annex 2. 3.7 Cash and capital resources

The information about the Issuers cash and capital resources is available in Section 3.2.1.3 (Cah Flow). 3.8 Declaration on net working capital

According to the Issuers opinion, its net working capital is sufficient to cover his current obligations. Equity and liabilities On 30.06.2012, the equity amounted to RON 86.309.208, the short term liabilities represented RON 121.587.801 and the long term liabilities were RON 95.062.640. 3.9 Dividend distribution policy

The distribution of the accounting profit of the Issuer, remaining after the deduction of the income tax, shall be made in accordance with the Companies Law, with Constitutive Act provisions and with the OGMS decision. According to art. 39 of the Constitutive Act of the Issuer, the profit is determined based on the balance sheet approved by OGMS. The participation to profit terms are established by OGMS for each financial year. The distribution of profits will be made pro-rata with the contributions to the share capital. The payment of the dividends to shareholders is made by the Issuer in less than 6 months from the approval of the balance sheet by OGMS, if OGMS did not stated otherwise.

199

The Issuer intends to pursue an attractive dividend policy for the shareholders. The Issuer may distribute the profit entirely as dividends, starting with 2014, only if it will comply with the provisions of the credit agreements concluded with UTB, including the financial ratios stipulated in the loan agreements signed by the Issuer with UTB. The dividends may be paid in cash up to a maximum of EUR 3 million / year if the Issuer's cash flow will support these payments. Any dividend payment exceeding 3 million EUR or exceeding the maximum limit supported by the cash flow may be paid by issuing shares to the existing shareholders. Adeplast has distributed and paid dividends in the years 2010-2012 from the net profit recorded in 2006, as follows: Year 2010 2011 2012 Dividend per share (RON) 0,0360 0,0720 0,0060 Total dividends (RON) 1.190.477 2.380.953 195.238

3.10

Operations with related parties

According to the Issuers declarations, his transactions with related parties are: loans granted by the majority shareholder, Marcel Barbut, in three installments worth EUR 200.000 due on 04.12.2013, EUR 187.877 due on 29.12.2013, and respectively EUR 436.932, 77 due on 25.09.2013. The interest rate for these credits is of 5,25% per year. services contracts signed with Flamav Trans SRL, a company headquartered in Oradea, No.3, Uzinelor Street, Bihor County, fiscal registration code 14847510, registered with Bihor Trade Register Office under number J05/841/2002, having as object of activity transport services and the Issuer as majority shareholder with 98% of the shares until its assignment in May 2011. The turnover between the two companies amounted to RON 6.500.000 in 2010, RON 172.000 RON in 2011 and RON 40.000 in 2012. The Flamav Trans SRL shares were assigned at zero value. Audit of historical financial statements

3.11

The historical annual financial information has been audited. There were no cases of refusal of preparation of an audit report on the financial information from the auditors. The auditor's opinion included in the audit report for the revised interim financial statements IFRS for the first 6 months of 2013 include the following reserve: As mentioned in note 9 to the individual aggregated interim financial statements, as of June 30th, 2013, the Company has short and long term loans worth 135.288 thousands RON granted by two banking institutions, of which 69.455 thousands RON presented as long term in the individual interim statement of the financial position as of June 30th,2013. As of December 31st, 2012 and, respectively June 30th, 2013,
200

the Company did not comply with one of the financial ratios stipulated by the loan agreement and certain provisions regarding the notification of banking institutions on some undertaken financial obligations. According to IAS 1 Presentation of financial statements, in the absence of a notification sent by the banking institution regarding the waiver to penalties, the long term debt will be shown as short term debt. Thus, the long term loans are overestimated by 69.455 thousands RON (December 31st, 2012: 65.811 thousands RON) while the short term loans are underestimated by the same amount in the individual interim statement of the financial position as of June 30th, 2013. Subsequent to June 30th, 2013, the Company obtained notifications according to which the banking institutions acknowledged the failure to meet these contractual provisions on June 30th, 2013 and confirmed that they would not apply the penalties stipulated in the loan contracts for the failure to comply with the respective contractual clauses. The auditors opinion expressed in the audit report for the IFRS revised interim financial statements for the financial year 2012 includes the following qualification: "As shown in note 12 to the enclosed financial statements, as of December 31st, 2012, the Company has loans worth 110.004 thousands RON granted by the Bank, of which 65.810 thousands RON are shown as long term debts. On December 31st, 2012, the Company did not comply with one of the lending conditions requested by the Bank as financial ratios. After the balance sheet date, the Company received a letter from the Bank notifying that the verification of the noncompliance with the general lending conditions will be performed on the date of renewing the maturity of the short term loan, that is on December 6th, 2013. According to the received letter, the Bank will perform the Companys financial analysis not only based on the RAS financial statements as of December 31st, 2012, but also considering the last trial balance available on the analysis date and the interim financial statements as of June 30th, 2012. However, IAS Presentation of financial statements specifies that the long term debts have to be classified as short term debts if such a waiver is not received from the Bank before the balance sheet date. Consequently, the long term loans are overestimated by 65.810 thousands RON while the short term loans are underestimated by the same amount in the individual interim statement of the financial position on December 31st, 2012." Regarding the opinions with qualifications expressed above by the letters no. 141334/14.08.2013 and 141333/14.08.2013, UTB, the banking institution referred to above, stated: "We hereby inform you that Bank acknowledges the failure to comply with the contractual conditions mentioned above [...] and confirms that there will not be applied the penalties specified in the loan agreement in terms of contractual violations occurred until the date of this document." The indicator referred to above is the Current Liquidity, calculated as the ratio between the current assets and the short term liabilities. Under the loan agreement, the amount that should be achieved as of December 31, 2012 was of 100%; the effective registered value was of 91.16%. The reason for the failure was the use of cash and equity funds for Adeplasts investments. The other 11 required clauses were satisfied. The audit opinions from the auditors reports relating to the IFRS financial statements for the financial years 2010 and 2011 do not include any qualifications expressed by the auditor. Other information included in the registration document which was audited by auditors. Not the case.
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3.12

Date of the most recent financial information

The last audited financial year is that ended on 31.12.2012. 3.13 Intermediary financial information and other information

The latest interim financial information presented in this Prospect, revised by the financial auditor was as of 30.06.2013.

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4. 4.1

ISSUERS SHARE CAPITAL AND SHARES Shares

Offered shares The offered shares belong to the same category of Shares, ordinary, nominative, indivisible, issued in dematerialized form and with a nominal value of RON 0,1 each. After the Shares are admitted to trading, the shareholders registry will be kept by the Central Depository.

4.1.2

Legislation underlying the shares issuance

The shares were issued according to the Romanian law, mainly the Commercial Companies Law.

4.1.3

Form of the Shares issuance

The Issuers shares are nominative, issued in dematerialized form. 4.1.4 The rights attached to the Shares

According to the Constitutive Act and the applicable legal provisions, the Issuers shareholders have certain attached rights to the shares. The main such rights are described in Sections (a)-(l) below. (a) The right to dividends

According to the Commercial Companies Law, the statutory body assigned to approve the annual financial statements and to establish the dividend is OGSM. Thus, if the Issuer records profit, OGSM may decide to pay dividends to the shareholders, proportionally to their participation to the share capital. OGSM is meeting within maximum 4 months since the end of the financial year. According to the Capital Market Law, the identification of the shareholders entitled to dividends will be performed by OGSM after at least 10 days from the date of the respective OGSM meeting. According to the Constitutive Act, dividends are paid within 6 months since the OGSM approves the balance sheet, if OGSM does not decide otherwise. The time interval cannot be longer than 6 months since the OGSM meeting for dividends distribution. According to the law, if OGSM does not establish the date of dividends payment, they will be paid within maximum 60 days since the publication date of OGSM decision on dividends in Romanias Official Gazette, Part IV (date since the Issuer is overdue). OGSM decision to distribute dividends is submitted within 15 days to the Trade Register Office to be registered and published in Romanias Official Gazette, Part IV. The decision is a writ of execution, based on which the shareholders can open the foreclosure against the Issuer, according to the law. If the dividends are not paid within the established term, the Issuer is due, after that date, to pay a penalizing interest, calculated according to Art. 3 of Governmental Ordinance No. 13/2011 regarding the payable and penalizing interest for money obligations, as well as the regulation of some financial-fiscal measures in the banking industry, approved by the Law No. 43/2012, unless OGSM which approved the respective financial statements of the last financial year decidedfor a higher interest rate.

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According to the Commercial Companies Law, dividends paid against the legal provisions are returned, if the Issuer proves his associates were aware of the distribution irregularity or, given the existing circumstances, should have been aware of it. The right to dividends return, paid against the legal provisions, is prescribed within 3 years since the date of their distribution. At the same time, the right to request the dividends payment is prescribed within 3 years since the date on which the GSM established their payment. According to the Commercial Companies Law, dividends can be distributed only from profits determined according to the law. The Issuers share capital has also to be restored or reduced before any profit allocation or distribution, if a net assets loss has occurred. In case of a shares assignment, the dividends due after the date of shares transfer belong to the assignee, except for the case the parties agree otherwise. The Romanian legislation does not provide for the possibility of issuing shares with cumulative dividend. According to NBR Regulation No.4/2005 regarding foreign currency regime, with further amendments and completions, the non-residents may repatriate their net income as dividends without restrictions. See Section 3.9 above for the Issuers obligations assumed by the loan contracts signed with UTB regarding dividends distribution and payment.

(b)

The right to vote

According to the Commercial Companies Law, any paid share gives the right to one vote in GSM. The shareholders exert their voting right in GSM proportionally to the number of owned shares. The Issuers Board of Directors sets up a reference date for the shareholders entitled to be notified and to vote within GSM, in compliance with the applicable legal provisions. According to Regulation 6/2009, the reference date has to be established so as: (i) to come after the call notice publication; (ii) not to be more than 30 days earlier then the GSM date to which it is applied; (ii) between the limit date allowed for GSM calling and the reference date there should be at least 8 days; (iii) the reference date should be previous to the limit date until which the company can submit/dispatch the special proxies. CNVM Regulation 6/2009 also includes other provisions and restrictions regarding the reference date setting up. The access of the entitled shareholders to participate to GSM on the reference date is allowed by the simple proof of their identity, made, in case of shareholders, natural persons, with the identity document, or in case of legal persons and of represented shareholders, natural persons, with the proxy given to the natural person representing them. The shareholders can also vote in GSM personally, or by representation, based on a special proxy given for the respective GSM to a certain person able to exert this right, in compliance with the applicable legal provisions.

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The special proxies should include the provisions of CNVM Regulation 6/2009. At the same time, the way in which the form for the proxy is obtained will be specified in GSM call notice. The shareholders having the quality of members in the Board of Directors cannot vote based on their owned shares, either personally, or by a mandate, is the discussion is about their person or their discharge of management duty. However, they can vote the annual financial statement if without their vote the majority provided by the law or by the Constitutive Act cannot be reached. The shareholder who has a contrary interest to that of the company in a certain operation, either personally, or as a mandate of another person, should refrain from the discussions related to the respective operation. The shareholder violating this provision is liable for the companys damages if, without his vote, the required majority had not been reached. If real pledges are established over the shares, the voting right belongs to their owner. According to the Law of Commercial Companies, the voting right cannot be assigned. Any convention according to which a shareholder undertakes to exert his voting right according to the instructions or proposals made by the Issuer, or by the persons with representation attributes, is null and void. At the same time, the right to vote is suspended for the shareholders who did not pay the due amounts. (c) Preferential right to subscribe shares within a capital increase

According to the Commercial Companies Law, the shares issued to increase the share capital will be offered for subscription first of all to the existing shareholders, proportionally to the number of their owned shares. The preference right can be exerted only within the time interval established by EGSM or by the Board of Directors (in case the Board of Directors was authorized by EGSM to increase the share capital, in compliance with legal provisions). In all cases, the time interval established for the preference rights exertion cannot be shorter than one month since the publication date of GSM decision, respectively of the decision of the Board of Directors in Romanias Official Gazette, Part IV. After the expiry of this deadline, the shares can be offered for public subscription. Any share capital increase violating these provisions can be annulled. According to the Commercial Companies Law, the shareholders have a preference right even when the company issues bonds convertible into shares. The shareholders preference right can be limited or cancelled only by EGSM decision (or decision of the Board of Directors, in case the Board of Directors was authorized by EGSM to increase the share capital and to decide over the limitation or cancellation of the shareholders preference right. The Board of Directors will make available to EGSM a written report specifying the reasons for the preference right limitation or cancellation. This report will also explain how the shares issuance value was established. The Capital Market Law provides for more restrictive conditions than the Commercial Companies Law as regards the quorum and the required majority for the cancellation of the shareholders preference right in case of a share capital increase. Thus, in case of a share capital increase by cash contribution, the cancellation of the shareholders preference right to subscribe the new shares should be decided by EGSM, attended by at least 3/4 of the share capital owners, and by the vote of a number of shareholders representing at least 75% of the voting rights. In case EGSM delegated its assignments regarding the

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share capital increase to the Issuers Board of Directors, these restrictions are applicable to the Board of Directors and to its decision related to this operation. According to the capital market legislation, the number of shares to be issued in case of share capital increase by contribution in cash made with the cancellation of the preference right is established by the Issuers Board of Directors and is equal to the ratio between the value of the contribution and the highest of the following values: (a) average price weighted for trading for the last 12 month before EGSM meeting date; (b) the value per share calculated based on the net assets book value related to the last published and audited financial statements of the Issuer; and (c) the share nominal value. The Capital Market Law also provides for the possibility to trade the preference rights, in compliance with the provided conditions of applicable legislation. In case EGSM makes a trading decision over the preference rights, their trading is made on the same regulated market on which the Issuers shares are traded, in compliance with the specific regulations of that market. The number of preference rights is equal to the number of shares registered in the Issuers register on the registration date (set up according to the law). According to the capital market legislation, the share capital increase by contribution in cash is done by issuing new shares offered for subscription to: (i) owners of preference rights belonging to the existing shareholders on the registration date who did not sell them during the trading period, if the case, or acquired during the trading period; (ii) other public investors, if the new shares were not fully subscribed during the preference right period, if the Issuer does not decide in EGSM to cancel them. According to the capital market legislation, the selling price to the public of the shares left unsubscribed during the preference right period should be higher than the shares subscription price paid by the owners of preference rights. EGSM decision to increase the share capital should also specify the number of preference rights required for the purchase of a new share, the subscription price of new shares based on the preference rights and the subscription period, the price the new shares are offered to the public after the subscription based on preference rights, if the case. (d) Right to participate to capital increase viaincorporation of reserves, benefits or issuance premiums

According to the Commercial Companies Law, the Issuers share capital can be increased based on an EGSM decision, also by incorporation of reserves (except for the legal reserves), as well as of benefits or issuance premiums. In this case, the new shares are allocated for free to the existing shareholders of the Issuer, proportionally to the number of the owned shares.

(e)

Right to assets distribution in case of liquidation

According to the Commercial Companies Law, after the finalization of the liquidation procedures, the liquidators draft the final financial statement, specifying the portion of the companys assets that is allocated to each share.

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The financial statement signed by liquidators will be sent for registration to the Trade Register Office and will be published in Romanias Official Gazette, Part IV. Any shareholder can contest it in legally provided conditions. The amounts due to the shareholders and uncashed within two months since the financial statement publication will be deposited with a bank, or with one of its units, mentioning the shareholders surname and name. The liquidators cannot pay the shareholders any amount on behalf of the parts they are entitled to from the liquidation before paying the Issuers creditors. The shareholders can however ask that the retained amounts be deposited with the Savings Bank C.E.C. - S.A. or with a bank or with one of its units and that the shares be distributed, even during liquidation if, apart from what is required to cover all Issuers obligations, or those which will reach their maturity, there is still a cash available standing for at least 10% of their quantum. (f) Redemption clauses

According to the Commercial Companies Law, the shareholders who have not voted in favor of a GSM decision have the right to withdraw from the company and to request that the company purchased their shares, only if the respective general meeting has as subject: (i) (ii) (iii) (iv) the change of the main activity object; the movement of the companys headquarter abroad; the change of the companys form; the companys merger or spin off.

The withdrawal right can be exerted within 30 days since the publication date of the GSM decision in Romanias Official Gazette, Part IV, in cases stipulated in sections (i) (iii), and since the date of GSM decision adoption, in case stipulated in section (iv). The price the company paid for the share to the person exerting his withdrawal right will be established by an independent authorized expert as an average value resulting from the application of at least two valuation methods recognized by the legislation in force on the valuation date. There are also a few additional cases in which the shareholders can withdraw from the company, provided for by the capital market legislation. In this way, the shareholders of a company admitted to trading and who do not agree with GSM decisions regarding mergers or spin offs involving allocation of shares which are not admitted to trading on a regulated market, have the right to withdraw from the company and to obtain from it the counter value of their shares, established according to the Commercial Companies Law and of the capital market legislation. At the same time, according to the capital market legislation, in case a company withdraws from trading consequent to a GSM decision to this end, in compliance with the capital market legislation, the shareholders who do not agree with the GSM decision have the right to withdraw from the company. The GSM call notice should include the presentation of the report made by an authorized expert regarding the

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price per share to be paid in case of shareholders withdrawal. This price represents the average value established by the use of at least two valuation methods recognized by the European valuation standards. The shareholders who do not agree with the decision regarding the withdrawal from trading can request their withdrawal from the company within at most 45 days since date of GSM decision in Romanias Official Gazette, by sending to the company a request to this end. The Commercial Companies Law provides for the principle according to which a company cannot subscribe its own shares. However, a company is allowed to subscribe its own shares if the following conditions provided by the law are met: authorization to obtain its own shares is given by EGSM which set up the conditions (maximum number of shares to be gained, the period for which the authorization is granted and which cannot exceed 18 months since the publication date in Romanias Official Gazette, and in case of an obtainment by onerous title, their minimal and maximal counter value); the face value of the companys own shares obtained, including of those already in its portfolio, cannot exceed 10% of the subscribed share capital; the transaction can have as object only fully free shares; the payment of shares obtained in this way will be made only from the sharing profit or the companys available reserves, recorded in the last approved annual financial statement, except for legal reserves.

If its own shares are obtained to be distributed to the companys employees, such shares should be distributed within 12 months since the date of their acquisition. The above mentioned restrictions do not apply to: (i) (ii) (iii) (iv) the shares obtained by a GSM decision to decrease the share capital, which will be cancelled; the shares obtained as a result of a transfer with universal title; the shares fully free, obtained by a court decision, within a foreclosure procedure against a shareholder, debtor of the company; the fully free shares, obtained for free.

The shares obtained with the violation of legal provisions have to be sold within one year since their acquisition. If the face value of the companys own shares obtained according to Sections (ii)-(iv) above (either directly, or through a person acting in his own name, but on behalf of the company), including the face value of its own shares already existent in the Companys portfolio exceeds 10% of the subscribed share capital, the shares exceeding this percentage will be sold within 3 years since their acquisition. In case the shares are not sold within the legally provided terms, such shares have to be cancelled, the company being bound to adequately diminish its subscribed share capital. The companys own shares obtained according to legal provisions do not bear the right to dividends while owned by the company. At the same time, the voting right these shares induce is suspended for the period they are owned by the company. (g) Conversion clauses

The Issuer did not issue convertible securities and did not grant options for Shares acquisition. (h) Information right
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The applicable legislation and the Issuers Constitutive Act include various provisions entitling the shareholders to be informed about the Issuers activity. We give below a brief description of the main such provisions: Annual financial statements, annual report of the Board of Directors, as well as the proposal to distribute dividends are available to shareholders at the companys premise starting the date of GSM call notice. On request, the shareholders can receive copies of such documents. The amounts charged for such copies should not exceed the administrative costs implied for their supply. In case the Company has its own internet web page, the call notice, any other item added to the agenda on the shareholders request, according to the law, as well as the above mentioned documents will also be published on the internet page for a free access of the shareholders. Each shareholder can address the Board of Directors questions in writing regarding the Companys activity before the date of GSM meeting and the answers will be given during the meeting. In case the company has its own internet page, the answer is regarded as given if the requested information is published on the companys internet page in the Section Frequent questions. According to the capital market legislation, the Issuer has the obligation that for the whole period starting at least 30 days before the GMS meeting date and until the GMS actual date inclusively, to make available for the shareholders on its website at least the following information: (i) the call notice; (ii) the total number of share and their voting rights on the call notice date; (iii) the documents to be presented to the general meeting; a draft decision or, in case no decision is proposed, a comment of a competent body of the company, appointed according to the applicable law, for each item on the general meeting agenda; (iv) if the case, the forms of special proxy to be used for the vote by representation, etc. Upon request, each shareholder has the right to be informed about the vote results for the decisions made during GMS. If the Company has its own website, the results will also be published on that site within at most 15 days since the GMS date. The report of the financial auditor remains at the companys premise during the 15 days before the GMS meeting to be consulted by shareholders. The report of the Board of Directors regarding the companys patrimony (made in case, consequent to some losses, it is found out that the net assets have decreased to less than half the value of the subscribed share capital) accompanied by observations of the internal auditors, has to be submitted to the companys premise at least one week before the GMS date to be consulted by any interested shareholder. During GMS, the Board of Directors will inform the shareholders about any relevant actions occurred after the printing of the written report. At the same time, the shareholders have the right to consult the minutes of the GMS proceedings and meetings. The shareholders also have the right to complain to the auditors about the actions which have to be verified, as described in Section 4.1.4 (l) (v) below.

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(i)

Right to elect and be elected in the management bodies

According to the Commercial Companies Law and the Constitutive Act, GMS is the competent body appointing and revoking the members of the Board of Directors, respectively of the Supervisory Board. According to the capital market legislation, the members of the Board of Directors can be elected by cumulative vote. Upon the request of a significant shareholder, the election based on this method will be mandatory. In case the election by cumulative vote is not applied as a result of the request made by a significant shareholder, he has the right to ask in court the immediate call of a general meeting of shareholders. By the cumulative vote, each shareholder has the right to assign the cumulative votes (votes obtained after the multiplication of the votes of any shareholder, according to his contribution to the share capital, by the number of directors comprising the Board of Directors) to one or more persons to be elected in the Board of Directors. A significant shareholder can request at most once a financial year, the call of a GMS having on the agenda the election of administrators by the method of cumulative vote. According to the Commercial Companies Law, a natural person can exert at most 5 mandates as administrator and/or member of the supervisory board of a joint stock company whose headquarters is on Romanias territory. This interdiction is not applied in case the person elected in the board of directors or the supervisory board of a joint stock company owns at least of shares of that respective company or is a member in the board of directos or in the supervisory board of another company that owns at least of the shares of the respective company. (j) Right to attack in court the GSM decisions

According to the Commercial Companies Law and of the Constitutive Act, the GMS decisions contrary to the law or to the Constitutive Act can be attacked in court within 15 days since the publication date in Romanias Official Gazette, Part IV, by any of the shareholders who have not attended the GMS or who voted against and asked to write that in the meeting Minutes. When absolute nullity is invoked, the right to action is inprescriptible and the request can be made by any interested person. At the same time with the opening of an annulment action, the plaintiff can also ask the court, by presidential ordinance, to suspend the attacked decision. By accepting the suspension, the court can oblige the plaintiff to pay a bail. According to the capital market legislation, the decisions made by the Board of Directors of a company admitted to trading, through EGMS delegated assignments, will have the same regime as GMS decisions as regards their publication and the possibility to contest them in court. (k) Right to approve the execution of legal documents of significant value

According to the capital market legislation, certain legal documents of significant value have to be previously approved by EGMS. Thus, the documents for the acquisition, sale, exchange or establishment as guarantee of some fix assets of the company, whose value exceeds, individually or cumulatively, during a financial year, 20% of total fix assets, less receivables, will be signed by the Issuers administrators or directors only after the approval of EGMS.

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This EGMS approval is also required in case of tangible assets rentals for a longer period than one year and whose individual or cumulative value for the same co-contractor, or involved persons, or who are acting together exceeds 20% of the total fix assets, less the receivables, on the date of execution of the legal document, as well as in case of associations for more than one year, exceeding the same value. In case these legal provisions are not observed, any of the shareholders can ask the court to cancel the legal document concluded and to pursue the administrators for the repair of the prejudice caused to the Company. (l) Other rights to which shareholders are entitled if owning a certain percentage of the share capital (i) Right to request insertion of new items on the agenda

One of more shareholders representing, individually or together at least 5% of the Issuers share capital, has/have the right to ask for the insertion of new items on GMS agenda, in compliance with legal provisions. The requests are forwarded to the Board of Directors in maximum 15 days since the call notice publication, in ordert for their publication and notification to the other shareholders. (ii) Right to request GMS calling

The Board of Directors has the obligation to call GMS, upon the shareholders request representing, individually or jointly at least 5% of the Issuers share capital, if the request includes decisions under the GMS responsabilities. (iii) Right to request the election of the Board of Directors members by cumulative vote

See Section 4.1.4(i) for details on this right. (iv) Right to file an action for indemnification

If the GMS does not file the action for accountability against the founders, directors, as well as the financial censors and auditors for damages caused by them to the Issuer due to the violation of their obligations to the Issuer, and does not follow the proposal of one or more shareholders to initiate such an action, the shareholders representing, individually or jointly at least 5% of the Issuers share capital have the right to file an action for indemnification, on their own name, but on behalf of the company, against any of the above mentioned persons. (v) Right to complain to auditors about actions to be verified

According to the Commercial Companies Law, any shareholder has the right to complain to the internal auditors for the actions they think should be verified. The internal auditors will consider them when drafting the report to the Board of Directors. In case the complaint is made by shareholders representing, individually or jointly at least 5% of the share capital, the internal auditors are bound to verify the facts and if confirmed, to insert them into a report forwarded to the Board of Directors and made available to GMS; in this case, the Board of Directors is bound to call the GMS. The capital market legislation also provides that if shareholders representing, individually or jointly at least 5% of the voting rights, complain about certain operations to the financial auditor, the latter shall

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draft additional reports related to those operations within 30 days, based on the administrators information. (vi) Right to request in court the appointment of an expert

According to the Commercial Companies Law, one or more shareholders representing, individually or jointly at least 10% of the share capital, can request the court to appoint one or more experts, assigned to analyze certain operations in the companys management and to draft a report sent to them and also officially delivered to the Board of Directors, as well as to the companys internal auditors in ordr to be analyzed and to decide upon adequate measures. 4.1.5 Restrictions on the free transferability of the Shares

The Issuers Constitutive Act does not include restrictions regarding the Shares free transferability. After the Shares are admitted to trading on BVB regulated market, the Shares will be transferable according to the provisions of the capital market legislation. 4.2 Share capital

Share capital value In accordance with the Constitutive Act, Issuer's share capital is of RON 3,300,000, divided into 33,000,000 shares with a nominal value of RON 0,1 each. The share capital value was fully paid. Of the total share capital, RON 31,122 represents a contribution in kind, i.e. an Iveco truck and a trailer type Orten 190 E 42. The value of capital paid by contribution in kind does not currently exceed 1% of the share capital. Although according to the addendum authenticated under the number 2191/15.05.1998, the value of the truck and of the trailer was paid in DM and supported equally by the five associates of the Company, at the time of the registration with the Trade Register of the share capital increase via contribution in kind (entry 3597/25.05.1998), the contribution in kind was erroneously recorded as having the value in lei for 4 of the partners, and for one of the partners (Marcel Barbut) as having a dollar value. The company will try to remedy this material error. There are no Shares that do not represent the share capital. There are no Shares held by or on behalf of the Issuer. Convertible securities The Issuer did not issue convertible, transferable securities or accompanied by subscription vouchers. Acquisition rights or liabilities connected to the equity capital The Issuer is not aware of any acquisition rights or liabilities connected to the capital. On 3.06.2013, GMS decided to increase the share capital by EUR 5.200.000. This amount is included in the amount increasing the Issuers share capital as a result of the Offer, as stipulated in GMS decision No.1 of August 14th, 2013.

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According to the collaboration contract signed with Zentyss SRL on 24.07.2013, the Issuer has the exclusive and unilateral option (not the obligation) to ask Zentyss to initiate a merger process by absorption of Zentyss by the Issuer. This option can be exercised by the Issuer within a time interval starting 180 days since the signing date of the collaboration contract and ending 360 days since the signing date of the contract. Options on the equity capital The Issuer declares there are no options for Shares acquisition. Evolution of share capital during the period for which historical financial information is supplied The initial value of the share capital at the Issuer incorporation date amounted to 100.000 old lei, Romanias national currency until July 1st,2005, respectively the equivalent of RON 10. The share capital has been successively increased up to the current value of RON 3.300.000. The value of the Issuers share capital was not changed during the period for which historical financial information was provided. 4.3 Issuers shareholders

According to the Constitutive Act, the Issuers shareholders are: Marcel Barbut, Romanian citizen, born on 22.02.1956, having the address in Ploiesti, No.4, Anton Pann Street, floor 1, apt. 2, Prahova County, having of the identity card series PX, No. 194611, issued by SPCLEP Ploiesti on the date of 27.08.2013, personal identification number 1560222400021; Cristina Paveliuc, Romanian citizen, born on 07.05.1978, havinf the address in Ploiesti, No.4, Anton Pann Street, floor 1, apt. 2, Prahova County, having the identity card series PX, No. 194613, issued by SPCLEP Ploiesti on the date of 27.08.2013, personal identification number 2780507070029.

According to the Constitutive Act, the Issuers shareholders structure as of the date of the Prospect is the following: No. Shareholder Number of owned shares Total nominal value of owned shares (RON) 3.299.999,9 0,1 Participating interest in the share capital 99,999997% 0,000003%

1. 2.

Marcel Barbut Cristina Paveliuc

32.999.999 1

Source: Adeplast The last change of shareholders took place in 2007. Thus, GMS decision No. 22/22.10.2007 stipulates the following (among others):

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 assignment of an equity interest from Marcel Barbut to Cristina Paveliuc. Consequent to this assignment, the share capital structure was the following: (i) Marcel Barbut - 329.999 shares at a face value of RON 10 each; (ii) Cristina Paveliuc - 1 share at a face value of RON 10. change of the Companys legal form from LLC into Joint Stock company; and change of the capital by changing the face value of one share from RON 10 to RON 0,1. Considering the above, Cristina Paveliuc, who owned one share at the face value of RON 10 should have received 100 shares at the value of RON 0,1 and not one share. At the same time, Marcel Barbut should have owned 32.999.900 shares instead of 32.999.999 shares. As the Shares Offered in the Offer for which the present Prospect was drafted are Newly Issued Shares within an increase of the Issuers share capital, the above mentioned error does not affect the Offered Shares. At the same time, the Company will take all required actions to remedy this error. The Issuer declares there is no person without the quality of member of the board, management or supervisory comittee of the Issuer owning, directly or indirectly, a percentage of the Issuers share capital or voting rights which should be notified based on the legislation applicable to the Issuer. At the same time, the Issuer declares that the Issuers shareholders do not have different voting rights. As of the date of the Prospect, the control over the Issuer is held by Marcel Barbut, owning 32.999.999 shares, representing 99,999997% of the Issuers share capital. Marcel Barbut is the Companys General Manager and President of the Board. The Issuer will take all the required measures to avoid the abusive exercise of control. The Issuer declares there are no agreements known to the Issuer whose application could generate, at a later date, a change of control over the Issuer. 4.4 Shares trading

After the Shares are admitted to trading, they will be traded according to the capital market legislation and BVB Code. Provisions regarding public take over offers The Capital Market Law includes provisions regarding the public take overt offers applicable to the commercial companies whose shares are traded on the regulated market According to the provisions of the Capital Market Law, a person who, as a consequence of its acquisitions or the acquisitions of the persons acting in concert with, owns more than 33% of the voting rights of a commercial company is obliged to launch an offer addressed to all shareholders and targeting the acquisition of all of their shares as soon as possible, but not later than 2 months since the moment of reaching that level of ownership. Until the progress of the above mentioned public offer, the rights related to the securities exceeding the threshold of 33% of the voting rights over the Issuer are suspended, and the respective shareholder and the persons acting in concert with can no longer acquire shares of the same issuer through other operations.

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The Capital Market Law includes derogation provisions from the offer obligation in case, previous to the Capital market Law coming into force, the owner gained over 33% of the voting rights, in compliance with the legal provisions valid as of the date of the acquisition of the shares. The persons qualified for this case will conduct a mandatory offer according to the above provisions only if, after the Capital Market Law coming into force, they increase their ownership so as to reach or exceed 50% of the voting rights of the respective issuer. Until the public offer, the rights related to the acquired shares which exceed 50% will be suspended, and the respective shareholder and the persons he is concertedly acting with cannot obtain shares of the same issuer through other operations. The price offered will be at least equal to the highest price paid by the offeror or by the persons he is acting in concert with during the 12 months period previous to the offer. If the above mentioned provision is not applied, the offered price will be set up according to FSA regulations, considering at least the following criteria: the average weighted trading price, for to the last 12 months previous to the offer; the value of the companys net assets, according to the last audited financial statement; the shares value resulted from a report of an independent valuator, according to international valuation standards. Running this public offer for take over is not mandatory if the position standing for more than 33% of the voting rights over the issuer was obtained as a result of an exempted transaction, in the meaning of the Capital Market Law. In the meaning of the Capital Market Law, exempted transaction is gaining the respective position: within the privatization process; by shares acquisition from the Ministry of Public Finances or from other legally entitled entities within the procedure of budgetary receivables execution; as a result of shares transfer between the mother-company and its subsidiaries or between the subsidiaries of the same mother company; as a result of a public offer for voluntary take over addressed to all shareholders and having as object all of their shares. In case the position standing for more than 33% of the voting rights over the issuer was obtained unintentionally, the owner of such a position has one of the following alternative obligations: to run an offer, in the above mentioned conditions; to sell a number of shares as so to loose the position obtained unintentionally. Such an obligation has to be met within 3 months since the gain of the respective position. According to the Capital Market Law, reaching more then 33% of the voting rights over the issuer is regarded unintentional if it was the effect of an operation such as: capital decrease as the company repurchases its own shares, followed by their annulment; the threshold is exceeded as a result of the exercise of the preference, subscription or conversion rights initially allocated, as well as of the conversion of preferential shares into ordinary shares; merger/spin-off or succession. -

Provisions regarding the mandatory squeeze-out and sell-out applicable to securities The squeeze-out of minority shareholders from a company whose shares are traded on regulated market is mainly regulated by Art. 206 of the Capital Market Law and by the provisions of Regulation 1/2006
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regarding the translation of the relevant provisions of the Directive 2004/25/EC of the European Parliament and of the Council of April 21st, 2004 related to public take-over offers, with the amendments of Government Ordinance no. 32/2012. The right attributed to the majority shareholder by Art. 2006 of the Capital Market Law to request the minority shareholders to sell their shares at a fair price is generated only if, consequent to a purchase offer addressed to all shareholders and having as object all of their shares, the majority shareholder either: (i) owns shares representing at least 95% of the share capital and least 95% of the total voting rights, or (ii) purchased during the respective offer at least 90% of the share capital and 90% of the voting rights considered within that offer. According to Regulation 1/2006, the right to request the squeeze-out of minority shareholders can be exercised within 3 months since the date of the offer closing. The offered price of a mandatory public purchase/squeeze-out offer, in which the offeror acquired via the offer subscriptions, shares representing at least 90% of the shares having attached he related voting rights, it is regarded as a fair price. The assumption regarding the fair price is applied only if the offerer exercised his right within 3 months since the finalization of the respective offer. Otherwise, the price will be set by an independent expert, according to international valuation standards. The price set by an independent expert will be announced to the public via the trading market, via the publication in the FSA Bulletin, on the FSA website and in 2 financial newspapers of national circulation, within 5 days since the date of the report. Provisions regarding the sell-out offer According to the capital market legislation, the sell-out is mainly established by Art. 207 of the Capital Market Law and by the provisions of Regulation 1/2006 regarding the translation of the relevant provisions of the Directive 2004/25/EC of the European Parliament and of the Council of April 21st, 2004 related to public sell-out offers, with the amendments of Government Ordinance no. 32/2012 According to the Capital Market Law and of Regulation 1/2006, a minority shareholder has the right to request the offeror who is in one of the situations described in art. 206 par. (1) of the Capital Market Law, to buy his shares at a fair price calculated according to the legal provisions. This right can be exercised within three months since the date of the offer closing. If the appointment of an independent expert is required, the related costs will be in charge of the respective minority shareholder. There were no public offers initiated by third parties for the Issuers share capital and the Shares are not traded on any regulated or equivalent market.

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5. 5.1

ADDITIONAL INFORMATION Information supplied by third parties

The Prospect does not include declarations or reports of a person acting as expert for this Offer. The information from third parties was accurately reproduced and, to the Issuers knowledge, no actions were omitted which would make the respective information incorrect of misleading. 5.2 Documents available to the public

During the entire validity period of the Offer, the following documents are available to investors: The present Offer Prospect the Issuers Constitutive Act The Issuers annual financial statements for the financial years 2010, 2011, 2012 and the interim financial statements for the first 6 months of 2013, available in Romanian and English

The above mentioned documents can be reviewed, on paper, at the premise of Intercapital Invest, located in Bucharest, No. 33, Aviatorilor Blvd., floor 1, District 1. The Prospect can be reviewed also in electronic form on the following websites: www.adeplast.ro, www.intercapital.ro, www.bcr.ro, during the entire period of the offer. 5.3 Fiscal information

The information shown below is a summary of the most important consequences of holding and selling Shares according to the Romanian fiscal system. This information relies on the laws, norms and regulations in force on the date of the present Prospect and does not aim at being a legal opinion or to exhaustively approach the fiscal aspects derived from the acquisition, holding or selling of Shares traded on a regulated market. It is recommended that the potential investors, before deciding on the opportunity of purchasing the Shares, should seek the advice of their own financial consultants on the fiscal regulations specific to each of them, including the impact of the treaties for the avoidance of double taxation, as well as on the potential changes of the fiscal legislation. Resident investors natural persons The earnings from the transfer of securities are included in the category investments income, subject to the tax on profit. The gain/loss from securities transfer, others than the participations in open investment funds and equity interests (equity holdings in limited liability companies), represent the positive/negative difference between the selling price and the buying price by types of securities, decreased, as the case may be, by the costs related to transaction. Each intermediary shall set up the gain/loss according to the above mentioned. For the transactions with securities, others than equity interests and securities of closed companies, conducted during the fiscal year, each intermediary will have the following obligations: to calculate the gain/loss for each transaction made by the tax-payer; to calculate the total gain/loss for the transactions made by the tax-payer during the year;
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to send to the tax-payer the information in writing about the total gains/losses for the transactions made during the year, until the last day of February of the current year for the previous year; to forward to the competent fiscal body the informative declaration regarding the total gains/loss for each tax-payer until the last day of February of the current year for the previous year.

The net annual gain/net annual loss resulted from securities transfer, other than the equity interests and securities of closed companies, is set up as the difference between the gains and losses registered during the respective year. The net annual gain/net annual loss is set up by the tax-payer based on the achieved income statement which is forwarded to the competent fiscal body for each fiscal year until May 25 of the year following the one in which the net annual gain/net annual loss was obtained. The tax-payers annual tax is calculated by the competent fiscal body based on the achieved income statement by applying the 16% quota to the net annual taxable profit from securities transfer, others than the equity interests and securities of closed companies. Resident investors legal persons The earnings obtained by the Romanian resident legal person from the transfer of securities owned to another resident legal person are reflected in its financial statements as a taxable profit. The tax on profit applicable in Romania is of 16%. In case of a Romanian legal person paying dividends to another Romanian legal person, the obligation to establish and retain the tax on dividends is in the charge of the entity paying the dividends, and has to be met at the same time with the dividends payment to the shareholders. Non-resident investors natural persons According to the Fiscal Code, the definition of non-resident natural persons means natural persons that do not have Romanian citizenship, do not live in Romania more then 183 days within 12 calendaristic months, and the center of their significant interests is not located in Romania. In case an investor, natural person is resident of a country with which Romania signed an agreement for the avoidance of double taxation regarding the tax on income and capital, the Romanian legislation provides that the provisions of the agreement for the avoidance of double taxation shall prevail. In view of applying the agreement for the avoidance of double taxation, the non-resident is bound to present the income tax payer the fiscal residence certificate confirming that he was a resident in the state with which Romania signed an agreement for the avoidance of double taxation in the year/period of obtaining the income. On the other hand, to the extent that: (i) such an agreement was not concluded; (ii) the agreement does not regulate the tax on income resulted from securities transfer; (iii) the agreement provides that the tax will be due to the state, or to the extent in which the client does not show the fiscal residence certificate, the earning taxation will follow the rules imposed by the previously mentioned national legislation. The tax due by non-residents for the income obtained in Romania as dividends from a Romanian legal person, is calculated, respectively retained, at the moment when the respective income is paid by the income tax payer. Non-resident investors legal persons

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Non-resident legal persons, according to the Fiscal Code, mean the legal persons which do not have their registered headquarters in Romania, respectively were not established according to the Romanian legislation. To prove the quality of non-resident, the non-resident legal persons will present the fiscal residence certificate, or other equivalent document confirming their fiscal residence. The same in case of non-resident natural persons, as regards the setting up of their fiscal obligation, the agreements for the avoidance of double taxation shall prevail, as signed by Romania with the states in which the respective foreign legal persons are resident. To the extent such an agreement is not concluded, or its analysis shows that the tax is due to the state, the provisions will be applicable of the Fiscal Code Title II tax on profit, according to which the foreign legal persons conducting activities in Romania have to pay a tax on profit of 16%. The tax due by non-residents for the income obtained in Romania as dividends from a Romanian legal person is calculated, respectively retained, at the moment the respective income is paid by the income tax payer. Note: The point of view presented and mentioned in the Prospect ix expressed within the limits of applicable legislation. We do not exclude the possibility that a court/administrative authority/third party has a different interpretation of the analyzed aspects. Other information Information requested by EC Regulation No. 809/2004 Certain sections mentioned in EC Regulation No. 809/2004 are not found in the Prospect as they are not applicable to this case. These sections are the following: (i) Annex I Section 7.1 (Issuers affiliation to a group); Section 13 (Provisions or estimations regarding the profit); Section 18.4 (Agreements known by the Issuer which application can generate, at a later date, a change of control over the Issuer); Section 20.2 (Pro forma financial information); Section 21.1.2 (Number and main characteristics of the shares which do not represent the capital, if the case); Section 21.1.4 (Value of convertible, transferable securities or accompanied by subscription vouchers, stipulating the conversion, transfer or subscription procedures); Section 21.1.6 (Information on the share capital of any group member making the object of an option or conditioned or unconditioned agreement providing for granting some options over the capital and details on the respective options, including the identity of the persons these options refer to); Section 21.2.7 (Mentioning any provisions of the Constitutive Act, charter, charta or regulation which set up a limit over which the participation interests in the capital should be made public, as the case may be).
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The information required by Sections 20.1 (Historical financial information), 20.3 (Financial statements), 20.4 (Audit of historical financial statements), 20.5 (Date of the latest financial information) and 20.6 (Intermediary financial information and other information) from Annex I to EC Regulation No. 809/2004 are shown in Section 3 of the present Prospect. (ii) Annex III: Section 4.10 (Mentions regarding public procurement offers made by third parties over the Issuers capital during the last financial year or during the financial year in course. Show ing the price or the exchange conditions and the result of such offers); Section 5.3.4 (Comparison between the public contribution within a public offer and the actual contribution in cash of the members of administration, management and supervision bodies); Section 5.4.4 (The moment when the firm subscription accord has been or will be honored); Section 6.2 (Regulated markets or equivalent markets on which, as the Issuers knows, the securities are trading belonging to the same category to those to be offered); Section 7.1 (Name and professional address of the persons or entities offering for sale their shares; it is stipulated the nature of the occupied position or of other important relations the potential sellers have with the Issuer or with any of his predecessors or affiliates during the last 3 years; Section 7.2 (Number and category of securities offered by each of their owners willing to sell); Section 10.2 (Other information in the note regarding securities verified or analyzed by auditors report presented in full or in summary)

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PART II : INFORMATION REGARDING THE OFFER 6. 6.1 INFORMATION REGARDING THE OFFER The scope of the Offer and the use of proceeds of the Offer

The scope of Adeplast Offer and the use of proceeds The Offer presented in this document is an initial primary Offer by which a total number of 16.500.000 newly issued shares are put up for sale, representing 33.33% of the increased share capital following the public Offer of the Company and related Allocation rights, considering that all shares offered for sale are sold and allocated in the Offer. The proceeds of the Offer subsequent to its successful completion, less the Offer related costs incurred by the Issuer, shall be fully the Issuers property. The scope of the Offer is mainly to obtain the proceeds necessary to invest in a new factory of rock wool production in the town Corlatesti, Berceni Commune, Prahova County. The project of establishment of the basalt mineral wool factory is described in this Section. Basalt mineral wool production factory The basalt mineral wool to be produced will have a density between 30-200 kg/m3, covering the entire range of basalt mineral wool products required on the market, much of it being presently imported and not produced locally. Basalt mineral wool based products that Adeplast intends to produce complement other products in Adeplast portfolio, especially for thermal rehabilitation area where Adeplast will have the ability to offer customers a complete package of insulation and refurbishment materials. By introducing basalt mineral wool in its product portfolio Adeplast wishes to exploit a business opportunity generated by the offering deficiency for this product in Romania, Bulgaria, Hungary, Moldavia, Ukraine, countries where imports constitute between 25% -100% of consumption by the year 2011. Prospects for the basalt mineral wool market are favorable and confirmed by expected growth for renovating old houses, great potential for rehabilitation of old buildings blocks and high potential for nonresidential buildings construction. Building energy efficiency and increasing the cost of electricity / natural gas are some of the main factors that will positively influence the consumption of basalt mineral wool in countries considered by Adeplast. The company's intention to invest in a production facility for basalt mineral wool is an important step Adeplast made on insulation and finishes materials market. The plan of the basalt mineral wool factory to be built on the existing platform in Ploiesti:

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The project will be developed on approx. 5 ha. It will be the largest installed production capacity for basalt mineral wool in Romania and will cover significantly the current basalt mineral wool imports from Romania, having also important targets for export. The total estimated value of costs necessary to implement the project is EUR 19.47 million. 1. Basalt mineral wool products that Adeplast intends to offer on the market 1.1 Definition and use of basalt mineral wool based products Basalt mineral wool is an insulation material mainly used in building construction for both new buildings and the rehabilitation of old buildings (it can be used for walls, facades, roofs, floors). Traditional production of basalt mineral wool is based on the method by melting a combination of aluminosilicate basalt mineral (usually basalt), blast-furnace slag and limestone or dolomite. Although individual fibers are good heat conductors when these are pressed into rolls and boards, the air partition capacity makes basalt mineral wool become an excellent insulator of heat and dumpers. Fire resistance of basalt mineral wool makes it a common material when needed increased protection against fire, being used for fireproofing, in filling cavities in plasterboard walls and as anti-fire packing material. The basalt mineral wool may have other uses, such as filling in compounds for fittings, in friction pads, in plastic materials in the automotive industry and as filter medium. Adeplast intends to invest in a production facility in Corlatesti, Prahova for manufacturing products based on basalt mineral wool with a density between 30-200 kg/m3, covering the full range of basalt mineral wool products required on the market, including high density products (over 80 kg/m3), which currently are produced in Romania only to a very limited extent, being mostly imported.
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The basalt mineral wool based products that Adeplast intends to produce in the new production facility, as well as features and recommended use thereof are described in the following table: Basalt mineral wool based products Bulk Rolls 40 Density (kg/m3) 50, 60, 80, 100, 120 30, 40, 50, 60, 80, 100, 120 30, 40, 50, 60, 80, 100, 120 30, 40, 50, 60, 75, 80, 100, 125, 150, 200 30, 40, 50, 60, 80, 100 50, 80, 100 50, 80, 100, 120, 180 40, 50, 60, 80, 100, 150; 50, 75, 100 Thickness (mm) Recommendations for insulation Boilers, containers, building corners Attics, walls, interior walls systems Industrial insulation, pipes, ventilations Industrial insulation, boilers, furnaces Attics, indoor walls, roofs, false ceilings Ventilated facades, indoor walls, roofs Insulation exterior walls with decorative protective layer Top layer of a multilayer insulation or underwater insulation Roofs covered with metal sheet, floors Concrete sandwich panels Production of sandwich panels Construction of new nonresidential buildings Usage Construction of new residential and nonresidential buildings. Renovation / insulation of old buildings

Wire mesh mat

65-80

Insulation of pipes and engineering works

Wire mesh mat

100

Light boards

30; 40; 50; 80; 100 130;

Semi-rigid boards Rigid boards (facades) Rigid boards (terraces) Rigid boards (heavy and very heavy boards) Rigid boards (element of a system) Rigid boards (floors boards)

Construction of new residential and nonresidential buildings. Renovation / insulation of old buildings

100-150

160;180

110

Floors (industrial, floating, heated floors, gymnasiums, warehouses) Sandwich panels with basalt mineral wool core Rigid boards used in industrial 100; 140; 50, 80, 100, (blades and buildings and food 170 120, 180 boards) processing, commercial buildings, cabins and renovations, bulkheads Source: Interviews with Adeplast shareholders, Adeplast and Interbiz Analysis 90; 120 40; 50;80

Production of sandwich panels

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1.2 Substitutes for basalt mineral wool products Substitutes for basalt mineral wool products are: glass wool extruded polystyrene (XPS) expanded polystyrene (EPS) rigid polyurethane foam (PUR) polyisocyanurate (PIR)

According to the study on the market of basalt mineral wool and insulation materials conducted by consulting and research companies on Interbiz Research & Consulting market - "Basalt mineral wool market in Romania, Hungary, Bulgaria, Ukraine and Republic of Moldavia, 2008 - 2015", basalt mineral wool maintained a relatively constant consumption compared to other insulating materials, even substituting in the consumption trends other insulating materials in Romania and in the main neighboring countries. Historical consumption of products for insulations in the main countries of the region (volume) UM 2008 2009 3,1 0,4 4,2 21 26 1,0 0,8 1,7 14 37 0,5 0,3 1,1 3 13 2010 3,0 0,3 4,6 22 30 1,3 0,4 1,8 10 46 0,6 0,3 0,9 2 15 2011 CAGR*** 2,8 0,2 4,7 21 38 1,5 0,7 1,6 11 50 0,6 0,3 0,8 3 13 7% 13% 11% 8% 1% 5% 0% 18% 9% 1% 6% 32% 26% 7% 8% Romania Expanded polystyrene* (EPS) mil m3 3,4 3 Extruded polystyrene (XPS) mil m 0,4 2 Sandwich panels ** mil m 6,6 Glass wool mii tone 27 Basalt mineral wool mii tone 37 Hungary Expanded polystyrene* (EPS) mil m3 1,3 3 Extruded polystyrene (XPS) mil m 0,7 2 Sandwich panels ** mil m 3,0 Glass wool mii tons 15 Basalt mineral wool mii tons 51 Bulgaria Expanded polystyrene* (EPS) mil m3 0,8 3 Extruded polystyrene (XPS) mil m 0,9 2 Sandwich panels** mil m 1,9 Glass wool mii tons 4 Basalt mineral wool mii tons 16 3 * equivalent 15 kg / m density **sandwich panels with rigid polyurethane foam core (PUR) or the total volume of sandwich panels ***CAGR Compound Annual Growth Rate Source: Adeplast and Interbiz Analysis

polyisocyanurate (PIR) hold ~ 80% of

It may be noted that in Romania, between the years 2008-2011, basalt mineral wool was the only insulating material whose consumption recorded a growth trend. In terms of value, basalt mineral wool maintains a relatively constant consumption in the period 20082011, with a higher share of total consumption in developed countries such as Hungary, where the
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consumption of insulating materials with superior characteristics is higher. An important observation would be that, in the main countries of the region, basalt mineral wool consumption is higher than that of glass wool, the main substitute for basalt mineral wool, and the trend shows a preference for substitution in consumption in Romania and Hungary of glass wool with basalt mineral wool. Insulation products consumption in major countries in the region, by value, 2011 (% of total value of consumed insulating materials)

Romania 10% 9% 36% 8% 36%

Hungary

Bulgaria 13% 26% 8% 26%

21%

24% 9% 22% 24% 29%

Expanded polystyrene* (EPS) Extruded polystyrene (XPS)

Sandwich panels** Glass wool

Basalt mineral wool

* equivalent 15 kg / m3 density ** sandwich panels with rigid polyurethane foam core (PUR) or polyisocyanurate (PIR) hold ~ 80% of the total volume of sandwich panels Source: Adeplast and Interbiz Analysis Due to thermal insulation, acoustic and fire protection properties basalt mineral wool clearly detaches from the other substitutes in terms of use as insulating material. The most important substitute for basalt mineral wool is glass wool. Comparative features of basalt mineral wool and glass wool are as follows: Comparative features of basalt mineral wool and glass wool Features Fibers Products density Pressure resistance Thermal insulation Basalt mineral wool (+) Short (+) High (between 30 - 200 kg/m3) (+) High Very good thermal conductivity in the limits 0,035 to 0,039 w/mK High (-) Long (-) Low (between 11 - 45 kg/m3) (-) Low Very good thermal conductivity in the limits 0,032 to 0,044 w/mK High (-) 230C (-) Low (-) ~ 700C (-) High Glass wool

Sound absorbance

Maximum operating temperature (up to (+) 750C which it keeps heat capacity) Fire resistance (+) High Melting temperature (+) over 1.000C Resistance to mechanical fault during (+) Extremely high handling
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Legend: + considerable advantages, - disadvantage Source: Adeplast and Interbiz Analysis In terms of features, basalt mineral wool and glass wool offer the following common advantages: long life (for buildings), water resistance and breathability (building "breathe"), resistance to microorganisms and chemicals and safety from the environmental point of view. Cases where it is recommended to use basalt mineral wool instead of glass wool: Recommendations for usage of basalt mineral wool instead of glass wool Case Description Due to the structure and high melting point (over 1000C), basalt mineral wool is an ideal material for fire protection Basalt mineral wool protects the building from collapse, stops the spread of fire and does not issue toxic gases which are the main cause of fire death cases Basalt mineral wool maintains its insulating properties up to 750C which makes it an ideal material for high temperature protection (in industry, for insulation of pipes and boilers) Due to the fact that basalt mineral wool ensures thermal insulation better than glass wool, delaying the transfer of heat from outside to inside the building, it is preferred to be used in construction of new buildings and thermal rehabilitation of old buildings Due to its structure and high density, the basalt mineral wool improves performance of floors and roofs without reducing thermal and acoustic insulation properties Constructions usage Construction of new residential and nonresidential buildings Thermal Rehabilitation Insulation of pipes and engineering works Thermal Rehabilitation Construction of new residential and nonresidential buildings Thermal Rehabilitation Construction of new residential and nonresidential buildings Thermal Rehabilitation

High requirements for Fire Protection

Ensure thermal insulation at high temperatures

Optimal thermal insulation

High resistance to condensation

This feature is very important in places under high pressure (floors and flat roofs) Source: Adeplast and Interbiz Analysis

Basalt mineral wool has a set of uses where it cannot be substituted by glass wool or may be limited substituted by glass wool due to technical differences between these two products. These uses are: 1. 2. Insulation for vertical walls - where basalt mineral wool is preferred due to the fact that boards tend not to deform in time as is the case of glass wool; Insulation for platforms - where basalt mineral wool is used due to the fact that it has a density and compression resistance considerably higher and does not reduce its volume as is the case of glass wool; Insulation with casted thermal systems where, due to density and mechanical resistance, basalt mineral wool is exclusively used; Insulation of circulated terraces where basalt mineral wool is used due to compressive resistance;

3. 4.

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5.

Industrial insulation where basalt mineral wool is used to insulate pipes, boilers, heating pipelines, etc., due to the fact that it has high temperatures resistance better than glass wool and has higher mechanical resistance.

It is estimated that the first 4 uses as specified above cover 60-80% of the basalt mineral wool consumption in Romania while the last category covers 20-40% of the consumed volume. 2. Presentation of basalt mineral wool market and market trend forecast 2.1 Adeplast markets of interest

Markets where Adeplast intends to sell basalt mineral wool are: Romania, Hungary, Bulgaria, Ukraine and Moldavia. Among these markets, the Romanian market is the most important, the forecasted volume of Adeplast sales in Romania being almost 80% of the total volume of sale of basalt mineral wool based products. In addition to these markets Adeplast can sell basalt mineral wool based products in other countries in Europe, according to the market orders.
2.2 Production, trade and consumption of basalt mineral wool on the markets of Adeplast interest In Romania and neighboring countries, the largest production volume of basalt mineral wool is

realized in Hungary, Rockwool being the only basalt mineral wool manufacturer in this country. Distribution of production capacities in the countries of Adeplast interest is as follows:
Distribution of production capacities in the countries of Adeplast interest 2012 Country Romania Hungary Bulgaria Ukraine Moldavia Source: Adeplast and Interbiz Analysis Number of producers 2 1 N/A 4 N/A Cumulative capacity (tons) 18.700 70.000 165.000 -

In Romania, basalt mineral wool production lines are owned by Saint-Gobain Isover and Izomat. Basalt mineral wool production decreased significantly in Romania after closing the production line from Macon Deva in 2009.

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Location of basalt mineral wool production facilities in Central and Eastern Europe, 2012*

* The factory in Odessa Ukraine is presently not functioning Source: Interbiz Study Basalt mineral Wool Market in Romania, Hungary, Bulgaria, Ukraine and Republic of Moldavia, 2008- 2015

Basalt mineral wool production in the region is presented in the table below.
Basalt mineral wool production, by country, 2008 - 2012p, in countries of Adeplast interest (thousand tons)
110 100 90 80 70 60 50 40 30 20 10 0 2008 2009 2010 2011 2012p 12 15 9 48 31 75 62 69 104 102

64

59

Romania

Hungary

Bulgaria

Ukraine

Moldavia

p - preliminary, 8 months basis Source: Adeplast and Interbiz Analysis

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It can be noted from the above table that in Bulgaria and Republic of Moldavia there are no local manufacturers of basalt mineral wool. In respect to imports of basalt mineral wool, Hungary, Ukraine, Serbia, Slovakia, Croatia and Poland are the main countries that import basalt mineral wool in Romania and in the neighboring countries. Imports of basalt mineral wool, 2008 - 2012p, in countries of Adeplast interest (thousand tons)
90 80 70 60 50 40 30 20 10 0 2008 2009 2010 2011 2012p 28 26 18 3 18 19 14 2 27 31 26 16 3 29 31 25 13 4 26 33 24 16 4 86

29

Romania

Hungary

Bulgaria

Ukraine

Moldavia

p - preliminary, 8 months basis (RO,HU,BG) and 11 months basis (UA, MD) Source: Adeplast and Interbiz Analysis In Romania, basalt mineral wool is imported in proportion of over 75% of the volume from Serbia (40%) and Hungary (35%). In these countries there are only two manufacturers: Rockwool in Hungary and Knauf in Serbia. Bulgaria consumes entirely basalt mineral wool imported especially from Hungary, Serbia and Greece (approx. 85% of imported volume) also the Republic of Moldavia consumes entirely basalt mineral wool imported especially from Ukraine (over 60% of imported volume). For exports of basalt mineral wool, among the analyzed countries (Romania, Hungary, Bulgaria, Ukraine and Moldavia), Hungary is the main exporter of basalt mineral wool. The main export destinations for basalt mineral wool produced in Hungary are Romania, Italy and Bulgaria. Ukraine is another large exporter of basalt mineral wool, especially starting with 2010-2011, when there were built a part of the production facilities in Ukraine. Among the countries of Adeplast priority interest, Ukraine exports basalt mineral wool only in the Republic of Moldavia.

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Exports of basalt mineral wool, 2008 - 2012p, in the countries of Adeplast interest (thousand tons)
45 40 35 30 25 20 15 10 5 1 0 2008 2009 2010 2011 2012p 1 1 13 28 23 25 35 35 33 45

Romania

Hungary

Bulgaria

Ukraine

Moldavia

p - preliminary, 8 months basis (RO,HU,BG) and 11 months basis (UA, MD) Source: Adeplast and Interbiz Analysis It may be noted that Hungary has imported 25 thousand tons of basalt mineral wool in 2011 while exported 35 thousand tons in the same year. The explanation is that Hungary produces and exports mostly basalt mineral wool with density higher than 80 kg/m3 while it imports predominantly basalt mineral wool with density higher than 80 kg/m3 (it is more advantageous for Hungary to do so in terms of efficiency of changing the production mix and exploitation of market hole with density> 80 kg/m3, where there are less competitors). In the case of Ukraine, imported standard dimensions are those deficient on the local market. Domestic consumption of basalt mineral wool remained relatively stable in the analyzed countries, mainly due to the economic crisis that affected the buildings construction segment and by default the building insulation materials. In the last 4 years, the consumption of basalt mineral wool in Romania had an annualized growth rate (CAGR) of basalt mineral wool consumption by 1% in volume, according to summarized table below. Domestic consumption of basalt mineral wool*, 2008 - 2012p (thousand tons)
110 100 90 80 70 60 50 40 30 20 10 0 2008 2009 2010 2011 2012p 16 3 37 26 13 2 57 51 37 30 15 3 13 4 15 4 46 38 50 39 49 107 100 86 105

Romania

Hungary

Bulgaria

Ukraine

Moldavia

p - preliminary, 8 months basis (RO,HU,BG) and 11 months basis (UA, MD)

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* for insulation of buildings, pipelines and sandwich panels Source: Adeplast and Interbiz Analysis In Romania, the domestic production of basalt mineral wool decreased after the closure of the basalt mineral wool factory of Macon Deva in 2009. Romania has imported increasing volumes of basalt mineral wool in the period 2009-2012 to cover the domestic consumption demand also increasing in the period 2009-2012. 2.3 Factors influencing the basalt mineral wool demand The main factors that will positively influence the consumption of basalt mineral wool in the countries of Adeplast priority interest on medium and long term are: Evolution of the construction market, especially residential and non-residential construction segments and repair and rehabilitation works: the segments of residential and non-residential construction and repair and rehabilitation works will increase in the coming years in the countries of Adeplast interest, thereby dragging the consumption of basalt mineral wool on these markets. Alignment of basalt mineral wool consumption at European standards. In terms of per capita consumption of basalt mineral wool, it may be noted that in Romania and on the markets of Adeplast priority interest, per capita consumption of basalt mineral wool and thickness of basalt mineral wool insulation is, in most cases, well below the European average. The accession of Romania, Bulgaria and Hungary to the European Union has made building standards (including insulation) used at the level the European Union member states become the reference framework for these countries. Average consumption of basalt mineral wool per capita in Europe, 2011

Source: Interbiz Study- Basalt mineral Wool Market in Romania, Hungary, Bulgaria, Ukraine and Republic of Moldavia, 2008 - 2015

Thus, the alignment of the countries mentioned above to the standards imposed by basalt mineral
wool consumption in other European countries will be a major factor with positive influence on
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consumption of basalt mineral wool in these countries. Energy efficiency of buildings and increase in the cost of electricity / natural gas. According to Eurostat statistics, the buildings represent the largest electricity consumer in the European Union, 2/3 of the total energy consumed by buildings being intended as heat or lower the ambient temperature indoor the building. But most of the energy is wasted due to inadequate insulation. Using basalt mineral wool to insulate buildings can save between 70-90% of the buildings energy needs for heating or air conditioning. Most buildings existing today were built decades ago, before the oil crises and global warming. According to the research company Ecofys1, 75% of the potential savings in energy consumption that can be achieved in Europe, are found in buildings built before 1975 which have the highest energy losses. 2.4 Building and forecasting the price on basalt mineral wool products market Prices on basalt mineral wool market are free and competitive; the price that the final consumer pays, in general, consists of the following components: Production cost price + Transport + Other costs (storage, commissions, etc.,) + Customs Fees (if applicable) + Importer/Supplier/Retailer, etc. margin + Value Added Tax (VAT) = > Final consumer price

3. Description of basalt mineral wool customers and their requirements 3.1 Classification of customers regarded by Adeplast

Customers purchasing basalt mineral wool based products, for each of the markets of Adeplast interest can be divided into the following categories:
1. Construction companies 2. Distributors of building materials 3. Traditional retailers 4. Do it Yourself Companies (DiY) 5. Sandwich panels producers Construction companies represent the main consumer of basalt mineral wool in the main analyzed countries (Romania, Hungary and Bulgaria), covering between 47-57% of the basalt mineral wool consumption on these markets. Distributors are another important category of customers to buy basalt mineral wool based products, covering between 21-33% of the consumption of basalt mineral wool from producers.
1

Ecofys is one of the largest consulting and research companies in the field of renewable energy, systems and energy markets, energy policies. The company is based in the Netherlands (Utrecht) and subsidiaries in countries like Germany, England, USA, China and Belgium.

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Companies such as Do It Yourself (DIY) consume a much smaller percentage of the total consumption of basalt mineral wool in countries such as Romania and Bulgaria and much more in countries such as Hungary. Figure 1 Basalt mineral wool sales by customers, on the main markets of Adeplast interest
Romania 5% 5% 52% 33% 21% 47% 57% 37% Hungary 3% 14% 10% Bulgaria

4%

6%

2% 4%

Construction companies Distributors of building materials Traditional retailers

Do it Yourself Companies (DiY) Sandwich panels producers

Source: Adeplast and Interbiz Analysis Adeplast potential clients are those of the five categories mentioned above: construction companies, building materials distributors, traditional retailers, companies of Do it yourself (DIY) type and sandwich panels producers. Adeplast will give priority to customers in these categories on markets in the regions previously defined, namely Romania, Hungary, Bulgaria, Ukraine and Moldavia. 3.2 Geographical distribution of Adeplast potential clients Adeplast The major consumers of basalt mineral wool, construction companies and distributors of building materials are found in a much larger number in Romania, compared to Hungary or Bulgaria, Romania being a more fragmented market in this respect. The cumulated numbers of distributors of building materials in Romania, Hungary and Bulgaria amounts to 12,700 firms, but only 350 distributors have basalt mineral wool in their portfolio which facilitates distribution for Adeplast. 3.3 Purchasing criteria for basalt mineral wool customers According to the study conducted by InterBiz Research & Consulting on basalt mineral wool market in the region, the main criteria for purchasing basalt mineral wool based products are: Products quality (certified products) Products price Ability to provide the required volumes Ability to have permanent stock in case of extra-demand Promptness of deliveries Terms of payment Guarantee of product quality
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Ability to ensure products transport

The study was conducted by InterBiz Research & Consulting in Romania, Hungary and Bulgaria on 65 distributors of building materials, 29 buildings construction companies and 7 producers of sandwich panels, divided as follows: Distributors: 36 in Romania, 17 in Hungary and 12 in Bulgaria; Construction companies: 13 in Romania, 7 in Hungary and 9 in Bulgaria; Sandwich panels producers: 4 in Romania, 1 in Hungary and 2 in Bulgaria.

According to the responses of distributors and buildings construction companies in Romania and Hungary selling / using basalt mineral wool, the success key factors for a supplier of basalt mineral wool refers to providing quality products, in appropriate amounts, at a competitive price. In Bulgaria, the most important factors in the relationship with a supplier of basalt mineral wool are: price, payment term and promptness of delivery. 4. Description of competition for Adeplast on the basalt mineral wool market 4.1 The main Adeplast competitors Competitors on basalt mineral wool products market are divided into two large categories: 1. Basalt mineral wool producers 2. Importers / Distributors of basalt mineral wool that can buy basalt mineral wool from manufacturers in order to further sell it to other customers. In Romania and in the neighboring countries there is a small number of producers, some of them being present in several countries in the region through distributors of building materials (including basalt mineral wool). By value of domestic sales, the main competitors on the market of basalt mineral wool products in Romania, Hungary and Bulgaria, markets of Adeplast priority interest, are described below. In Romania, the first 3 players on the basalt mineral wool market sum up 96% of the market, by sales value. Competitors on basalt mineral wool market in Romania, by value of domestic sales (millions of Euro)
25 3,4 0,6 6,7 15 0,3 10 8,8 5,7 8,1 4,7 0 2008 2009 2010 2011 2012p 3,2 4,9 8,8 2,0 0,3 0,3 4,0 7,1 6,9 7,9 0,6 0,2 5,5 0,6 0,2 5,1 Others Izomat Saint - Gobain Isover Rockwool Knauf Insulation

20

4,2

Values are expressed in factory prices or CIF

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Source: Adeplast and Interbiz Analysis In Hungary, the first two players on the basalt mineral wool market sum up 93% of the market, by sales value. Competitors on basalt mineral wool market in Hungary, by value of domestic sales (millions of Euro)
35 1,5 30 25 20 15 10 5 0 2008 2009 2010 2011 2012p 21,8 14,1 22,1 22,5 21,5 9,6 1,1 0,4 5,7 0,5 0,7 0,9 5,9 0,8 1,5 0,8 1,3 Others Saint - Gobain Isover Knauf Insulation Rockwool

6,2

6,6

Values are expressed in factory prices or CIF Source: Adeplast and Interbiz Analysis

In Bulgaria, the first 3 players on the basalt mineral wool market sum up 96% of the market, by sales value.
Competitors on basalt mineral wool market in Bulgaria, by value of domestic sales (millions of Euro)
11 10 9 8 7 6 5 4 3 2 1 0 0,6

0,6

0,4
0,3 0,1

Saint - Gobain Isover Izocam Fibran

Rockwool Knauf Insulation 0,3 0,2 1,0 2,9 0,3 0,2 1,0

3,9

0,2 0,2 1,4 2,3

2,0

3,2

2,9

5,5

3,3

3,1

2,9

3,2

2008

2009

2010

2011

2012p

Values are expressed in factory prices or CIF Source: Adeplast and Interbiz Analysis

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In Moldavia there are no local manufacturers of basalt mineral wool; Over 60% of domestic consumption of basalt mineral wool in this country is covered by imports from Ukraine. In Ukraine there are four manufacturers of basalt mineral wool with a cumulative production capacity of 165,000 tons per year; among the countries of Adeplast priority interest, Ukraine exports basalt mineral wool just in the Republic of Moldavia. 4.2 Description of main competitors in countries of Adeplast priority interest Hereinafter are presented the main players present on basalt mineral wool market (manufacturers and importers) in the main countries of Adeplast interest. Romania presentation of the first four players holding more than 90% of the market (by value of sales in 2011) Main competitors on basalt mineral wool market in Romania: Competitor Isover BU Izomat Romania Rockwool Romania Knauf Insulation Romania Type of Competitor Producer and importer Producer Importer Importer Production capacity / year glass wool: 29.000 tons basalt mineral wool: 8.700 tons basalt mineral wool: 10.000 tons Not present in Romania, Imports from Hungary and Denmark Not present in Romania, Imports from Slovakia, Serbia and Slovenia

Source: Adeplast and Interbiz Analysis Hungary presentation of the first two players holding more than 85% of the market (by value of sales in 2011) Main competitors on basalt mineral wool market in Hungary: Competitor Rockwool Ungaria Knauf Insulation Ungaria Type of Competitor Producer and importer Importer Production capacity / year basalt mineral wool: 70.000 tons Not present in Hungary, Imports from Slovakia, Serbia and Slovenia

Source: Adeplast and Interbiz Analysis Bulgaria presentation of the first 3 players holding more than 85% of the market (by value of sales in 2011)
Main

competitors on basalt mineral wool market in Bulgaria: Type of Competitor Importer Importer Importer Production capacity / year Not present in Bulgaria, Imports from Serbia and Slovenia Not present Bulgaria, Imports from Hungary, Croatia, Denmark Not present in Bulgaria, Imports from Greece

Competitor Knauf Insulation Bulgaria Rockwool Bulgaria Fibran Bulgaria

Source: Adeplast and Interbiz Analysis

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5. Adeplast competitive advantages in producing and selling basalt mineral wool Basalt mineral wool based products that Adeplast aims to produce in the future will have the quality level and the post-acquisition guarantees offered by the leading manufacturers of basalt mineral wool products worldwide. The new Adeplast production unit and the experience on the building materials market will allow the Company to have a competitive advantage: In terms of product quality Quality standards implemented by Adeplast and the new production technology for basalt mineral wool will allow Adeplast have the same quality level of products offered by leading manufacturers worldwide. Adeplast will gain a qualitative technological advantage in respect to local producers using older technologies of production and lacking upgrading investments. In terms of price - Adeplast may offer lower prices than those of competitors on basalt mineral wool market. The production scale and proximity to the markets in Romania and Bulgaria will allow Adeplast to maintain a lower price in respect to other competitors, both local players and importers. Moreover, lower energy costs, natural gas and manpower in respect to countries like Hungary will allow Adeplast maintain a competitive price, under the possibility of players in Hungary.

Comparison between energy cost and manpower for Romania and Hungary Romania Criterion 2009 2010 2011 2009 2010 2011 Price of natural gas to industrial 4,7 consumers (Euro / GJ) Price of electricity for industrial 0,08 consumers (Euro / kWh) Hourly gross cost for manpower 3,5 (Euro) Source: Eurostat, Economist Intelligence Unit 4,1 0,09 3,6 4,2 0,08 3,7 10,0 0,12 6,2 8,0 0,10 6,3 8,3 0,10 6,6 Hungary

In terms of required capacity - Adeplast intends to build in Romania a production unit with a capacity of 15,000 tons per year, thus gaining the largest production capacity for a local manufacturer. In terms of delivery promptness - Adeplast will be equipped with a storage capacity for a production realized in approx. 3 weeks, which makes the delivery time be directly related to the distance between the factory and destination. Adeplast shall deliver the basalt mineral wool products on the market in Romania and in the neighboring countries in a short time, as follows: - one day or less than one day for common orders in Romania (generally basalt mineral wool products with density <80 kg / m3) and 7 days for special orders (orders of products for specific projects, generally with density> 80 kg / m 3);
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- for the other countries the delivery times are also very competitive, as follows: Bulgaria, Moldavia: 1 day for common products, 7 days for special orders, Hungary: 2 days for common products, 7 days for special orders, Ukraine: 3 days for common products, 7 days for special orders. The delivery terms of the other players on the market in Romania are 3-4 days for common orders and approximately 30 days for special orders. A considerable competitive advantage for Adeplast in respect to the top players on the market of basalt mineral wool products is also given by: Adeplast experience on the building materials market, especially in Romania, and the fact that Adeplast can use the existing network of clients and distributors. synergies between basalt mineral wool products and other products in Adeplast portfolio, Adeplast Customers can buy complete solutions of insulation materials from Adeplast thus reducing the time and cost of supply ("one stop shop"). Offer Shares are offered in accordance with the Decision of the General Meeting of Shareholders Adeplast no. 1 on 14/08/2013. 6.2 Offeror

The offeror is the Company Adeplast SA, with headquarters in the village Corlatesti, Berceni Commune, no. 214, Prahova County, Romania, Sole Identification Code 5119976, registration number in the Trade Register Office J29/1794/2012. 6.3 Interests of natural and legal persons participating in the issue / Offer

Intermediaries state that they have no interest, including conflict interest, which could significantly influence the Offer, except those related to the fulfillment of contracts concluded with the Issuer for the sale Offer described in this document and those presented in Section 1.9 (important contracts) subchapter A.14 (Agreement on the issuance of a letter of comfort), by which the successfully completion of a Public Offer of the Issuer would improve liquidity and solvency of the Issuer in order to grant a possible future financings. However, Intermediaries, or their affiliated companies, will act in the ordinary course of their activities, and from time to time, individually or jointly, can provide various financial advisory services, investment banking services and commercial banking services to Issuer or to other companies or other clients that may have conflicting interests with those of the Issuer, its affiliated companies or its assets or in respect to Issuer's shares listing at any stock exchange. The Legal Advisor stated that it has no interest, including conflict interest, which could significantly influence the Offer, except those related to the fulfillment of the legal assistance contract concluded with Intermediaries. The Issuer states that there is no conflict of interests or of any other kind that could influence the Offer. The Issuer states that it is unaware whether significant shareholders or members of management, administration and supervision of the Issuer or any other person intends to subscribe more than 5% of the Shares in the Offer. 6.4 Offering features

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Type of Offer

Primary initial public offer of sale of Issuer's Shares with fixed number of offered Shares ISIN Code of Offered Shares is: ROADEPACNOR2 RON

ISIN Code Currency of the Offering Lead Managers or Syndicate Managers Eligible Participants

Banca Comerciala Romana SA and SSIF Intercapital Invest SA

Any other intermediaries who are Participants to the BSE trading system and who have signed an irrevocable and unconditional undertaking to abide by the "Terms and Conditions of the Offer" with one of the Syndicate Managers. Syndicate Managers Best efforts The Offer is carried out through the electronic system of the BSE according to the provisions in the present document.

Offering Intermediaries Intermediation method Registration of Subscriptions in the Offer Offer guarantee clauses

The Offer is not guaranteed. There is no commitment on the part of the Syndicate Members or any other entity to subscribe any portion of the Offer, in case it remains unsubscribed. The Offer consists of the sale of a number of 16,500,000 New Shares Issued by Adeplast, representing 33.33% of the increased share capital of the Company subsequent to the successful conclusion of the Public Offer described in the present document, in case all shares put to sale are sold and allocated in the Offer. Investors subscribing in the Large Investors Tranche may validly subscribe, during the t Offer period, at any price ranging between 3.52 and 4.06 RON/Share (including the end caps of this range). The price tick for subscriptions made within the Large Investors Tranche is 0.01 RON. Investors subscribing in the Small Investors Tranche may validly subscribe, during the Offer period, at the fixed price of 4.06 RON/Share (meaning the highest price of the subscription range for

Shares Offered

Subscription Price

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subscribing in the Large Investors Tranche). For additional information on the Subscription Price see Section Subscription Price and Offer Price" in the present Section. Offer Price The Offer price at which all subscribed Shares will be allocated in the Offer shall be determined in two Working Days after the closing date of the Offering (the Allocation Date) for each Tranche separately, taking into account all available subscriptions recorded in each tranche, as follows: Large Investors Tranche - if the total number of Shares subscribed in this tranche will be: less than 120% of the Shares allocated to the Large Investors Tranche, the Offer Price per Share for the Large Investors Tranche will be equal to the lowest Subscription price registered in the Large Investors Tranche; more than or equal to 120% of the Shares allocated to Large Investors Tranche, the Offer Price per Share for the Large Investors Tranche will be equal to the price at which the Large Investors Tranche is subscribed by 120% or, if such a price is not available, the Offer Price per Share for the Large Investors Tranche will be equal to the price at which the Large Investors Tranche is subscribed at the subscription level immediately below 120%, where applicable.

Small Investors Tranche - The Offer Price per Share for the Small Investors Tranche is equal to: 97% of the Offer Price per Share set for the Large Investors Tranche according to the above, for Investors subscribing in the Small Investors Tranche in the first 4 Business Days of the Offer Period; 98% of the Offer Price per Share set for the Large Investors Tranche, for Investors subscribing in the Small Investors Tranche between the 5th Business Day and the last day of the Offer Period. Investors may perform multiple subscriptions, each performed by filling in a Subscription Form. Multiple subscriptions may be performed only through the same Intermediary or Participant. For investors performing multiple subscriptions or modifying their subscriptions, the Offer Price per share will be set taking into account all valid subscriptions. Offer Value Between RON 58,080,000 and RON 66,990,000 , if all Offered Shares are sold. the Offer cannot be increased

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Offer period

The Offer shall start on 02/10/2013 and shall close on 15/10/2013 inclusively, meaning a total duration of 10 Business Days; The minimum subscription in the Offer is one Share. If the value of a subscription is not a whole number of Shares, the subscription is rounded down to the nearest whole number of Shares. Subscriptions are not allowed for fractional Shares. The maximum value of a subscription is the integral value of the Offer presented this Prospectus

Minimum and maximum subscriptions

Subscription Tranches

The Offer is divided into two Tranches (the "Tranches"), as follows:

(iii)

Large Investors Tranche - in which subscriptions will be accepted so that the value of each subscription is greater than or equal to 500,000 lei. Shares offered under this tranche represent 85% of the total number of Offered Shares Small Investors Tranche - in which subscriptions will be accepted so that the value of each subscription is less than 500,000 lei. The Shares offered under this tranche represent 15% of the total number of Offered Shares

(iv)

Shares offered under each tranche are part of the same class, are subject to the same legal regulations and confer the same rights and obligations of their respective owners. If a tranche is insufficiently subscribed and the other tranche oversubscribed, the Shares left unsubscribed from the respective Tranche will be allocated to the other Tranche. There are no Tranches reserved to certain markets. Allocations of order in one of the two tranches of the Offering in case an investor performs multiple subscriptions or modifies earlier subscriptions will take into account the cumulative value of subscriptions. Revocability and amendment of subscription orders Subscriptions in the Offering are revocable. Subscriptions may be cancelled only at the same location or in the same manner in which the subscription was made. In this case, investors will fill out a subscription Revocation Form (the "Revocation Form"). In case of revocation of a subscription, amounts corresponding to the subscribed Shares shall be returned to investors by transfer to the bank account of the investor mentioned in the Subscription Form. Payment corresponding to revocations shall be
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performed within five Business Days after the Offer settlement date. A subscription can only be cancelled in whole and not in part, and can only be done during the Offering period. Investors can change a subscription by filling in a Revocation Form for the subscription to be modified, followed by the filling in of a new Subscription Form.

Multiple subscriptions

Investors can perform multiple subscriptions by filling in successive Subscription Forms The offer will be considered successfully completed if, on its closing date, 70% of the Offered Shares have been validly subscribed. In case the Offer is completed unsuccessfully, the investors will be refunded the amounts paid for the subscribed Offered Shares within five Business Days after the closing date of the Offer by bank transfer in the current account indicated by the investor in the Subscription Form

Successful Closing of the Offer

Preferential purchase rights Allocation Method Shareholders Register

Not applicable The allocation method is described in the present document The register of the Companys shareholders will be kept, starting with the date of admission to trading, by the Central Depository (Depozitarul Central S.A.) which will keep the evidence of Shares according to the provisions in the register contract The second Business Day following the end of the Offer Period, which is the day in which allocation of the Shares subscribed in the Offer takes place The fourth Business Day following the end of the Offer Period, which is the Business Day on which the Offer transactions in the are executed in the BSE trading system The date on which the settlement of the transactions with the Offered Shares shall take place via the settlement system of the Central Depository, i.e. three Business Days after the Transaction Date. Settlement will be performed through the clearing and settlement system of the Central Depository, on the Settlement Date

Allocation Date

Transaction Date

Settlement Date

Settlement of subscriptions in the Offering Stabilization

The terms of the price stabilization program are presented in this document

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Allocation Rights

The Issuer shall also issue the allocation Rights according to the provisions of the present document.

6.5

Subscription Price and Offering Price

Subscription Price Investors subscribing in the Large Investors Tranche may validly subscribe, during the Offering Period, at any price between 3.52 and 4.06 RON/share (including the end caps of the range). Investors subscribing in the Small Investors Tranche may validly subscribe, during the Offering Period, at the fixed price of 4.06 RON/share (the highest price of the subscription price range for subscriptions in the Large Investors Tranche). Subsequent to performing the subscription, investors may choose to revoke it (or to modify the subscription by filling in a Subscription Revocation Form and a new Subscription Form), during the Offering Period. The Subscription Price shall be paid net of any bank fees and charges. Investors may perform multiple subscriptions, each on the basis of a Subscription Form. In case the cumulated value of multiple subscriptions performed by an investor in the Small Investors Tranche reaches or exceeds 500,000 lei, all of the investor's subscriptions will be moved in the Large Investors Tranche. Multiple subscriptions may only be performed through the same Intermediary or Participant. Offer Price The Offer Price, at which the allocation of all Shares subscribed and allocated in the Offering shall be performed, shall be determined two Business Days after the closing of the Offering, separately for each Tranche, based on all valid subscriptions recorded in each tranche, in compliance with the provisions of this document. The Offering Price shall be published at the Allocation Date on the Intermediaries' websites and shall be reported to BSE and FSA. 6.6 Distribution of the Offering and Subscription in the Offering

The Offering's intermediaries are: Banca Comerciala Romana S.A. - Co-Manager of the Intermediation Syndicate, a company administered in a dualist system, a credit institution authorized for activities specific to capital markets in compliance with the NSC Certificate no. 369/26.05.2006 amended by NSC Certificate no. 152/22.05.2007, with its registered office in Bucharest, 5 Regina Elisabeta Bvd., Sector 3, postal code 030016, registered with the Trade Register under no. J40/90/1991, sole registration number 361757, http:/ /www.bcr.ro SSIF Intercapital Invest S.A. - Co-Manager of the Intermediation Syndicate, authorized for activities specific to capital markets in compliance with the NSC Decision no. 2063/04.07.2003 with its registered office in Bucharest, 33 Aviatorilor Bvd., 1st floor, sector 1, Bucharest, registered with the Trade Register under no. J40/6447/1995, sole registration number RO7631041, http://www.intercapital.ro
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Investors may subscribe shares through: Banca Comerciala Romana SA, Manager of the Intermediation Syndicate, at its main headquarters in Bucharest, 5 Regina Elisabeta Bvd., Sector 3 and through the BCR branch network mentioned in Annex 1 to this document Intercapital Invest SA, Manager of the Intermediation Syndicate, at the companys headquarters in Bucharest, 33 Aviatorilor Bvd., 1st floor, Sector 1. Ktrade, the online trading system of Intercapital Invest available at www.ktrade.ro or the online trading systems of the Participants any Participant who signed a commitment for assuming the Conditions of the Offering with one of the Syndicate Managers

Any natural or legal person, resident or non-resident, may subscribe shares that are the object of this Offering, subject to compliance with the applicable laws and regulations and with the provisions and restrictions included in this Prospectus, considered in its entirety. The shares that are the object of this Offering may not be subscribed by underage persons, neither directly, nor by legal or conventional representative or by intermediaries. This Prospectus is neither an offer nor an invitation made by the Issuer, Offeror or the Intermediation Syndicate Members or on behalf of any of them, to subscribe Shares in any jurisdiction where such an offer or invitation is unauthorized or is in any way restricted, or for potential investors who cannot legally subscribe. Any person who decides to subscribe Shares in this Offering is required to acknowledge and comply with the restrictions and limitations of this Offering. In making the decision to invest in the Offered Shares, investors are advised to rely on their own assessment of the terms of the Offering, including its implied benefits and risks. Each buyer of the Shares must comply with all laws and regulations in force. The Offeror, the Issuer and the Intermediation Syndicate Members decline any and all liability related to any failure to do so. Each investor is advised to consult with its own legal, financial, tax or other advisors, and with its accountants or other consultants with respect to legal, tax, business and financial issues or with any issue dealing with the subscription, purchase, keeping or transfer of the Shares. The Offeror, the Issuer and the Intermediation Syndicate Members decline any and all liability with regards to these aspects. Subscription Procedures Intermediation Syndicate Members and Participants who collect subscription orders shall process, validate and register all subscriptions received, as soon as possible, if these subscriptions comply with the validity conditions of the Tranche to which each subscription corresponds. For the investors subscribing in the Small Investors Tranche, the trading orders corresponding to each subscription shall be registered, during the Offering Period, in the trading system of BSE, in the section dedicated to public offers, by the Intermediary or Participant who received and validated the respective orders.

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For investors subscribing in the Large Investors Tranche, the trading orders corresponding to each subscription, representing the number of Shares Allocated to each order, shall be registered in the trading system of BSE, in the section dedicated to public offers, in the period of time between the Allocation Date (inclusively) and the Business Day immediately prior to the Transaction Date (inclusively), by the Intermediary or Participant who received and validated the respective orders. For additional information regarding the Subscription Price please refer to the Subscription Price and Offering Price Section in this Section. In compliance with FSA regulations, subscription requests shall be processed only subject to compliance with the subscription procedures under this Prospectus. Responsibility with regards to the existence of funds and the settlement of transactions related to the accepted subscriptions belongs entirely to the Intermediation Syndicate Member or the Participant who has accepted the subscription. Participants may not accept subscriptions prior to signing a commitment of compliance with the "Conditions of the Offering" with one of the Syndicate Managers. If an investor performs more subscriptions or modifies prior subscriptions, upon classification of the respective orders in one of the two tranches of the Offering, the aggregate value of the subscriptions shall be considered. The procedures for subscribing in the Offer are presented below: I. Subscription by investors who have a validly concluded financial investment services agreement with one of the Intermediation Syndicate Members or with a Participant In such case, the subscription shall be made by transmitting a purchase order in compliance with the provisions of a validly concluded financial investment services agreement, order that shall represent the basis for filling in a Subscription Form. The responsibility for filling in the Form belongs to the Intermediation Syndicate Member or the Participant who accepted the order. Syndicate Members or Participants shall accept subscriptions in compliance with the internal regulations applicable to collection, validation and transmission for execution of orders, as well as with the regulations regarding the management of settlement risk. Responsibility with regards to the existence of funds upon the Settlement Date belongs entirely to the Syndicate Member or the Participant who has accepted the order. II. Subscription by investors who do NOT have a validly concluded financial investment services agreement with one of the Intermediation Syndicate Members or with a Participant In this case, the subscription is made by: - filling in two copies of the Subscription Form by the investor, - providing all documents required, presented in the Section Documents for Subscription in this chapter,

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- attaching the Proof of Payment or the Letter of assuming the settlement issued by a Custodian Agent or of the statement of the Syndicate Member or of the Participant executed in accordance with the NSC Executive Order ("Dispunere de Masuri") no. 4/2012. If the payment is made by bank transfer, the subscription is considered valid upon reception of funds in the Collection Bank Account, but no later than 17:00 oclock of the last day of the Offering. The proof of payment is the document received upon the transfer or deposit of the required funds in cash in one of the Collection Bank Accounts opened for the Offering by the Syndicate Members or in the accounts of the Participants. The responsibility for filling in the Subscription Form belongs to the subscribing investors. Distribution Procedure through the Online Trading Platform of Interc apital Invest The subscription in the Offering may also be performed through the online trading platform of Intercapital Invest, Ktrade, available at www.ktrade.ro, in compliance with the provisions presented further. Distribution through this channel may be performed only for Intercapital Invest clients having a Ktrade account, who validly concluded an agreement in compliance with Regulation 32/2006 and whose Ktrade account is active upon making the subscription. These clients have already gone through the identification procedure required by Regulation 32/2006 upon opening the account in the Ktrade system; they have a set of two passwords, in compliance with the requirements of Regulation 32/2006 (one password for accessing the account and one password for initiating the transaction); they comply with the necessary requirements for subscription through the other channels described in this document. Subscription in the Offering shall be made only after the investor con firms receiving the Offering Prospectus made available in electronic format and shall transmit the statement mentioned in Art. 86. para. (5) of Capital Markets Law, provided in the system. Confirmation of receiving the Offering Prospectus and the transmission of the statement mentioned above shall be carried out through the web page. In order to perform subscriptions through the online system of Intercapital Invest, the investor must have funds available in the investment account opened with Intercapital Invest, or, to previously supply this investment account with the required funds. Funds may be deposited with Intercapital Invest in cash or transferred in the bank account of Intercapital Invest. Reception of funds in the bank account of Intercapital Invest shall be verified by Intercapital Invest and notified to the client in the online system. The client shall use the Ktrade system, available at www.ktrade.ro, in order to fill in an online Subscription Form presented in a format identical to the one used for subscribing through the other distribution channels of this Offering. The electronic system of Intercapital Invest shall ensure reconfirmation of the application for subscription of shares by the investor and shall confirm the registration of this application for subscription of shares by displaying it on the screen, together with the recommendation addressed to the investor through a message, regarding the printing and/or saving the confirmation.

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After filling in the Subscription Form, an automatic transaction withdrawing the amount required for the subscription shall be initiated, from the Ktrade account of the Investor in the Collection Bank Account of Intercapital Invest for the Public Offering with the IBAN code number: RO41BRDE450SV05477804500 opened with BRD - Groupe Societe Generale, account holder: Intercapital Invest SA. Subscription through this channel may be carried out throughout the entire Offering Period an d throughout the subscription days, except for the last day of the public offering which shall close at 17:00 oclock. Subscriptions for which the amounts required for the subscription are not available upon subscription, the subscription form is not filled in accurately or which do not comply with the provisions in this Prospectus, shall not be validated. Revocation or amendment of the subscription may be carried out online, as well, by filling in the Subscription Revocation Forms, or of the Subscription Revocation Form and of a new Subscription Form, respectively. The procedure for the filling in and validating the Subscription Revocation Form is identical to the one mentioned for the online subscription of Shares. Investors that did not subscribe online may not revoke or amend the subscriptions online. Distribution through the Online Trading Platforms of the Participants Participants may not accept subscriptions and may not distribute the Offer online prior to signing a commitment of compliance with the "Conditions of the Offering" with one of the Syndicate Managers. The subscription in the Offering may be also performed through the online trading systems of the Participants who signed in advance a commitment of compliance with the "Conditions of the Offering" with one of the Syndicate Managers and which comply with the provisions presented further. Distribution through this channel may be performed only for clients of the Participants who have validly concluded an online trading agreement, in compliance with Regulation 32/2006 and whose trading account is active upon making the subscription. These clients should have gone through the identification procedure required by Regulation 32/2006 upon opening the account; they should have a set of two passwords, in compliance with the requirements of Regulation 32/2006 (one password for accessing the account and one password for initiating the transaction); they should comply with all required criteria for subscription through the other channels described in this document. Subscription in the Offering shall be made only after the investor confirms receiving the Offering Prospectus made available in electronic format and shall transmit the statement mentioned in Art. 86. para. (5) of Capital Markets Law, provided in the system. Confirmation regarding the receipt of the Offering Prospectus and the transmission of the statement mentioned above shall be carried out through the web page. In order to perform subscriptions through the online trading system, the investor must have funds in the investment account opened with the Participant, or, to previously supply this investment account

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with the required funds. Receipt of funds in the bank account of the Participant shall be verified by the Participant and notified to the client in the online system. The client shall make use of the online trading system in order t o fill in an online Subscription Form presented in a format identical to the one used for subscribing through the other distribution channels of this Offering. The information system shall ensure reconfirmation of the application for subscription of shares by the investor and shall confirm the registration of this application for subscription of shares by displaying it on the screen, together with the recommendation addressed to the investor through a message regarding the printing and/or saving the confirmation. Participants are fully liable for the subscriptions accepted through their own trading systems, for their compliance with the provisions of this document and with all legal regulations, and for the availability of funds for settlement in the account of the subscribing clients. Subscription through this channel may be carried out throughout the entire Offering Period and throughout the subscription days, except for the last day of the Offering, which shall close at 17:00 oclock. Subscriptions for which the amounts required for the subscription are not available upon subscription, the subscription form is not filled in accurately or which do not comply with the provisions in this Prospectus, shall not be validated. Investors who subscribed online and wish to revoke or amend the subscription (by revoking the initial subscription and filling in a new one) shall execute it online, as well. The Subscription Revocation Form shall be made available to Investors through the online trading system of the Participant. The procedure with regards to the filling in and validating the Subscription Revocation Form is identical to the one mentioned for the online subscription of shares. Investors who have not subscribed online may not revoke or amend subscriptions online. Documents for Subscription Subscription is performed on the basis of a Subscription Form that shall be available at the headquarters and territorial units of Banca Comerciala Romana and at the headquarters of Intercapital Invest, provided in this Prospectus, as well as at the headquarters of Participants who signed a commitment of compliance with the Conditions of the Offering with one of the Syndicate Managers. By subscribing in the Offering, Investors confirm that they received, read, agree with and assumed the provisions of this Prospectus, and that they performed the subscription in compliance with the conditions provided in this Prospectus, understanding that the subscriptions that do not comply with the provisions of this Prospectus shall be cancelled. Signing the Subscription Form represents the unconditional acceptance of the conditions of the Offering. For investors who have a financial investments services agreement with one of the Intermediation Syndicate Members or a Participant and subscribe through this agreement, the Subscription Form shall be prepared in compliance with the internal rules of the Syndicate Member or of the Participant. Investors who do NOT have an agreement with a Syndicate Member or a Participant shall fill in the Subscription Form, in two copies and shall provide the documents below: 1. Resident individuals subscribing in their own name: IB, ID or temporary ID (original and copy)
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2. Resident individuals subscribing in the name of other individuals: IB, ID or temporary ID (original and copy) of the representative and IB, ID or temporary ID (copy) of the represented individual Power of attorney in authenticated form for signing the Subscription Form/Forms and of the Subscription Revocation Form/Forms, as appropriate (original and copy) 3. Resident individuals with no legal capacity (impaired judgment) or placed under guardianship: IB, ID or temporary ID (original and copy) of the resident individual subscribing in the name of the represented individual and of the person with no legal capacity (original and copy) Passport (original and copy) and/or residence permit (original and copy) of the individual subscribing for the person with no legal capacity applicable to foreign citizens The guardianship document or, as appropriate, the trustee or the special trustee document 4. Resident legal entities subscribing in their own name: Copy of the registration certificate issued by the Trade Register Updated Articles of Incorporation Certificate of current standing issued by the Trade Register (issued no more than 30 business days prior to the date of subscription) Power of attorney/Mandate in original for the person signing the Subscription Form/Forms and the Subscription Revocation Form/Forms (as appropriate), issued as stipulated by the Constitutive Act, or proof that the respective person is the legal representative of the legal person, with individual representation right (if the company is collectively represented by two or more persons who are all present for the signing of the Subscription Form or of the Subscription Revocation Form, such proof shall be presented for all such persons) (original and copy) IB, ID or temporary ID (original and copy) of the individual subscribing in the name of the legal person 5. Non-resident individuals subscribing in their own name: Passport or ID for citizens of the EU/ EEA/ Swiss Confederation (original and copy) 6. Non-resident individuals subscribing through resident authorized representatives: Passport or ID, for citizens of the EU/ EEA / Swiss Confederation (copy) for the non-resident individual IB, ID or temporary ID (original and copy) for the authorized representative Authenticated power of attorney setting out that the representative is authorized to sign the Subscription Form/Forms and the Subscription Revocation Form/Forms, as appropriate (original and copy) 7. Non-resident legal persons subscribing in their own name: Copy of the identification document (Certificate of incorporation with the Trade Register or any equivalent institution) Updated Articles of Incorporation Certificate of current standing issued by the Trade Register or by an equivalent institution issued no more than 30 business days prior to the date of subscription Power of attorney/Mandate for the person signing the Subscription Form/Forms and the Subscription Revocation Form/Forms, as appropriate, issued as stipulated by the Articles of Incorporation, or proof that it is the legal representative of the legal person, having the right to individually represent the respective legal person (if the company is collectively represented by two or more persons and all are present for signing the Subscription Form or the Subscription Revocation Form, proof shall be presented for all such persons (original and copy)

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 Copy of identity documents for the making the subscription as representative of the non-resident legal person: passport, ID or temporary ID for citizens of EU/ EEA/ Swiss Confederation 8. Non-resident legal persons subscribing through a resident legal person Copy of identification document (Certificate of incorporation with the Trade Register or any equivalent institution) and the updated Articles of Incorporation, together with the certificate of current standing issued by the Trade Register or any equivalent institution no more than 30 business days prior to the date of subscription, for the non-resident legal person Copy of identification document (Certificate of incorporation with the Trade Register or any equivalent institution) and the updated Articles of Incorporation, together with the certificate of current standing issued by the Trade Register or any equivalent institution no more than 30 business days prior to the date of subscription, for the non-resident legal person Mandate/order of the non-resident company for performing the subscription and revoking, as appropriate Power of Attorney/Mandate for the person signing the Subscription Form/Forms and Subscription Revocation Form/Forms, as appropriate, issued as stipulated by the Articles of Incorporation, or proof that the respective person is the legal representative of the company, with individual representation right (if the company is collectively represented by two or more persons who are all present for the signing of the Subscription Form, such proof shall be presented for all such persons) (original and copy) IB, ID or temporary ID for the proxy/proxies of the resident legal person (original and copy). Subscription Period, Subscription Schedule and Locations The period of subscription in this Offering is between 02/10/2013 - 15/10/2013 inclusively, throughout 10 Business Days, respectively. The schedule for subscribing at the headquarters of Banca Comerciala Romana S.A. (main headquarter and territorial units of BCR), SSIF Intercapital Invest S.A. and Participants who signed a commitment for assuming the Conditions of the Offering with one of the Syndicate Managers is from Monday to Friday between 9:30 - 17:00 Bucharest time, throughout the Offering Period. After expiry of the Offering Period no subscriptions shall be further accepted from investors. Subscription locations are: Banca Comerciala Romana SA: at the headquarter located at address 5 Regina Elisabeta Bvd., sector 3, Bucharest, phone 037 351 6541 , 037 351 6557 , 037 351 6558, 037 351 6559 as well as through the branch network presented in Annex 1, available at the end of this document; SSIF Intercapital Invest SA: at the headquarter located at address 33 Aviatorilor Bvd., 1st Floor, Sector 1, Bucharest, phone 021 222 8731, 021 222 8744, office@intercapital.ro and through the ktrade.ro online trading system; The Participants who signed a commitment of assuming the Conditions of the Offering with one of the Syndicate Managers: at their authorized headquarters and in compliance with their internal procedures.

Payment of Amounts for Subscribed Shares

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Payment of the amounts for the subscribed Shares may be carried out during the Offering Period by depositing cash at the headquarters of the Intermediation Syndicate Members or by bank transfer in one of the Collection Bank Accounts opened for the Offering, as follows: For subscriptions made through Banca Comerciala Romana, in the Collection Bank Account with the IBAN code RO36RNCB0002B00108104762 opened at Banca Comerciala Romana S.A. For subscriptions through Intercapital Invest, in the Collection Bank Account with the IBAN code RO41BRDE450SV05477804500 opened at BRD - Groupe Societe Generale

For subscriptions made through Participants who signed a commitment of assuming the Conditions of the Offering with one of the Syndicate Managers, payment of the amount for subscribed Shares may be carried out by depositing cash at the headquarters of the Participants, or by bank transfer in one of the Collection Bank Accounts of the Participants, communicated by the latter to subscribing investors. Payment of Shares shall be made net of any bank fees and charges. Investors shall consider the possible bank fees for performing the transfer and the duration of the bank transfer. Validity Conditions of Subscriptions I. For investors who have an investment contract with one of the Intermediation Syndicate Members or with a Participant who had previously signed a commitment for compliance with the conditions of the Offering with one of the Syndicate Members, the subscriptions shall be accepted in compliance with the internal regulations applicable to the collection, validation and transmission for executing the orders, as well as with the ones regarding the management of the settlement risk of the Syndicate Member or of the Participant, as appropriate. Payment methods for subscriptions are: cash, bank transfer, letter of assuming the settlement issued by a Custodian Agent or the statement of the Syndicate Member or of the Participant executed in accordance with the NSC Executive Order no. 4/2012. If the payment is made by bank transfer, the subscription is considered valid when the funds are received in the Collection Bank Account, but no later than 17:00 oclock of the last day of the Offering. In such case, the responsibility for filling in the Subscription Form belongs to the Intermediation Syndicate Member or the Participant who accepted the subscription, and the responsibility for the settlement of the transaction related to the subscription belongs to the Syndicate Member or the Participant who accepted the subscription in compliance with the NSC Executive Order no. 4/2012. II. For investors who are not clients of a Syndicate Member or of a Participant who had previously signed a commitment for compliance with the conditions of the Offering with one of the Syndicate Members, the subscriptions shall be accepted only after submission, upon subscribing, of the following: Subscription Form in two copies, Documents presented in the Section Subscription Documents above, Cash deposit or proof of payment, letter of assuming the settlement issued by a Custodian Agent or of the statement of the Syndicate Member or of the Participant executed in accordance with the NSC Executive Order no. 4/2012. If the payment is made by bank transfer, the subscription is considered valid upon receipt of the funds in the Collection Bank Account, but no later than 17:00 oclock of the last day of the Offering.
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Regardless of the type of investor subscribing, if the funds for the subscription made available by the investor represent a value which is higher than the value of Shares subscribed on the Subscription Form, the subscription shall be validated for the number of Shares mentioned on the Subscription Form, and the difference shall be returned to investors in maximum five Business Days from the Settlement Date of the transaction. If the funds for the subscription made available by the investor represent a value which is smaller than the value of the number of Shares subscribed on the Subscription Form, the subscription shall be void, and any funds shall be returned to investors in maximum five Business Days from the Settlement Date of the transaction. Subscriptions in the Offering are revocable. Subscriptions may be revoked or amended only at the same location or through the same method used for subscription. Revocation of a subscription is possible by filling in a Subscription Revocation Form and the compulsory submission of the documents mentioned in the Section "Subscription Documents" (except for the Certificate of current standing or of an equivalent document and of the Articles of Incorporation or of an equivalent document for legal persons). Revocation of a subscription may only be in full, not partial, and may be performed only during the Offering period. Investors may amend a subscription by filling in a Subscription Revocation Form for the subscription to be amended, followed by filling in a new Subscription Form. Investors may perform multiple subscriptions by filling in successive Subscription Forms. In case the cumulated value of subscriptions performed in the Small Investors Tranche reaches or exceeds the value of 500,000 lei, all of the investor's subscriptions shall be moved in the Large Investors Tranche. Multiple subscriptions may only be performed through the same Intermediary or Participant. In case of a subscription revocation or a subscription amendment (by filling in a Subscription Revocation Form and of a new Subscription Form) which has as a result a reduced subscription value, the corresponding amounts shall be reimbursed to the Investors by transfer in the bank account indicated by the investor in the Subscription Form. Payments corresponding to revocations or amendments of subscriptions which result in the reduction of the value of the subscription shall be performed in five Business Days from the settlement of the offering. For the avoidance of any doubt, the amounts reimbursed to investors as a result of revoking a subscription or amending a subscription which results in the reduction of the value of the subscription shall be net and shall not include the amounts corresponding to any new subscriptions made after the revocation or amendment, during the public Offering by the same investor. 6.7 Allocation and Settlement in the Offering

Setting of the Offer Price Setting of the Offer Price and Allocation shall be performed by Intermediaries following the successful closing of the Offering. Allocation shall be carried out separately for each Tranche. The Allocation method used for each of the Offering tranches is described below:

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For the Large Investors Tranche: all subscriptions of investors in the Large Investors Tranche shall be ranked highest to lowest in accordance with the Subscription Price indicated in the Subscription Form. if the total number of shares subscribed in the Large Investors Tranche represents less than 120% of the number of shares alloted for this tranche, the Offering Price for the Large Investors Tranche shall be equal to the lowest Subscription Price registered in this tranche. if the total number of shares subscribed in the Large Investors Tranche represents more than or is equal to 120% of the number of shares alloted for this tranche, the Offering Price for the Large Investors Tranche shall be equal to the price at which this tranche is subscribed in a percentage of 120% or, if such price does not exist, the price at which this tranche is subscribed at the subscription level immediately under that of 120%, as appropriate.

For the Small Investors Tranche: The Offering Price per Share for the Small Investors Tranche shall be equal to: 97% of the Offer Price per Share set for the Large Investors Tranche according to the above, for investors subscribing in the Small Investors Tranche in the first 4 Business Days of the Offering 98% of the Offer Price per Share set for the Large Investors Tranche according to the above, for investors subscribing in the Small Investors Tranche between the 5th business day of the offering and the last day of the offering, including the end caps of the interval.

Investors may perform multiple subscriptions, each based on filling in a Subscription Form. Multiple subscriptions may only be performed through the same Intermediary or Participant. IN case of investors performing multiple subscriptions or changing previous subscriptions, the Offer Price per Share will be set by taking into account the cumulated value of all valid subscriptions. For the avoidance of any doubt, the possibility exists that the Offer Price set according to the above may be lower than the minimum price of the Subscription price range. The Offer Price set forth according to the above shall be made public in the BSE system and on the web pages of the Intermediaries, at the Allocation Date. For the avoidance of any doubt, the publication of the Offer Price set in compliance with the provisions of this Prospectus does not represent an amendment to the Prospectus. Allocation Large Investors Tranche If the Large Investors Tranche is subscribed at 100% or less (but the total volume of subscriptions in the Offering is higher than the minimum level for its successful closing), all investors subscribing in this tranche, shall receive full allocations at the level of volumes mentioned in the Subscription Forms. In case the tranche is oversubscribed, allocation shall be carried out only for investors who have subscribed at a price equal to or higher than the Offer Price set according to the above, separately for each investor. For performing the allocation, the following qualitative criteria may be t aken into account (listed below in random order): date of subscription and performing subscriptions in the first part of the offering period
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the value of the subscription the type of investor including investment timeline, investment strategy and other related factors the subscription price and performing subscriptions at prices as close as possible to the highest price of the Subscription Price range any other criteria allowing the establishment of a divers base of high quality investors, with emphasis on the long term holders of shares

Allocation is performed by Banca Comerciala Romana SA and SSIF Intercapital Invest SA as Intermediaries, by consulting the Issuer, and is final. Intermediaries together with the Issuer have absolute discretionary power to set the allocations for each investor that subscribed in the Large Investors Tranche. Each Investor understands that as a result of the Allocation process it may receive fewer shares than the number of subscribed shares or may receive an allocation of shar es equal to zero. For the avoidance of any doubt, subscribers understand and agree that the allocations set by the Intermediaries according to the above may not be disputed or amended, and that the filling in and signing of the Subscription Forms represents the acceptance of all provisions in this document, including the ones related to the allocation procedure. Subscribers may not request and Intermediaries may not offer information regarding the setting of allocations. For the avoidance of any doubt, subscriptions performed at a price lower than the Offering Price in the Large Investors Tranche shall not receive any allocations. For subscriptions registered by the Participants, allocations set according to the above shall be communicated to them by the Intermediaries at the Allocation Date. Orders for subscriptions made in the Large Investors Tranche and accepted by the Intermediaries and Participants, representing the volumes set following Allocation, shall be registered in the trading system of BSE on the market dedicated to public offers, in the interval between the Allocation Date (inclusively) and the Business Day immediately prior to the Transaction Date (inclusively), by the Intermediary or the Participant that received and validated the respective orders. Small Investors Tranche If the Small Investors Tranche is subscribed at 100% or less (but the total volume of subscriptions in the Offering is higher than the minimum level for its successful closing), all investors subscribing in this tranche, shall receive full allocations at the level of volumes mentioned in the subscription forms. In case the tranche is oversubscribed, the allocation shall be carried out separately for each investor, according to the pro-rata principle, using the BSE algorithm. Further Provisions If a tranche is insufficiently subscribed and the other tranche is oversubscribed, the Shares which are left unsubscribed in the tranche that was not fully subscribed shall be alloted to the other tranche. If the number of Shares subscribed is less than the number of Shares Offered (but sufficient for the successful closing of the Offering), the Shares Offered left unsubscribed shall be cancelled.
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If the total number of Shares Offered that are subscribed is less than the minimum number necessary for the successful closing of the Offering (70% of the number of Shares Offered through this Offering), the Offering is cancelled and the Shares issued on this occasion are void; the amounts subscribed are reimbursed to investors in five Business Days from the closing date of the Offering. Subscriptions that are not valid shall not be introduced in the BSE system and shall not be considered in the allocation process. Investors whose Subscription Forms were not validated as a result of non compliance with the Validity Conditions of Subscriptions presented in this document, shall be notified in this respect and the amounts paid by them shall be reimbursed in the account mentioned in the Subscription Form in maximum five Business Days from the Settlement Date of the transaction. Intermediaries and Participants shall send each investor statements of account certifying the property right of investors over the Shares Offered alloted to them in the Offering, in five Business Days from the Settlement Date of the transaction related to the Offering. Differences between the amount subscribed and the equivalent Shares alloted at the Offering Price shall be reimbursed to subscribers in maximum five Business Days from the Settlement Date of the Transaction, in the bank account for subsequent payments indicated in the Subscription Form. All bank fees for money transfers to investors shall be incurred by the investors. Settlement of Alloted Shares Settlement shall be carried out through the settlement system of the Central Depository at the Settlement Date, at three Business Days, respectively, from the Transaction Date. Amounts paid by investors in the Collection Bank Accounts, representing the equivalent of the Offered Shares subscribed shall not carry interest in favor of the investors. Amounts collected by Intermediaries upon the successful closing of the Offering as a result of the settlement of the sale of Shares Offered in the Offering shall be transferred in full to the Issuer at the Settlement Date, in the account communicated by the Issuer. Amounts related to the subscriptions shall not carry interest in favor of the Issuer. Results of the Offering shall be notified to the FSA in five Business Days from the date the Offering is closed and communicated to BSE. Results of the Offering shall be published on the web pages of Syndicate Managers, in maximum two Business Days from the date of confirmation by FSA of receiving the notification with regards to the results of the Offering. Reimbursement of Funds Investors shall be reimbursed: the difference between the amount paid for the Subscribed Offer Shares subscribed and the value of Allocated Offer Shares, as appropriate the amount paid for the Subscribed Offer Shares if the Subscription Price is less than the Offer Price
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the amounts paid exceeding the value of Subscribed Offer Shares the amounts paid for subscriptions which are cancelled the amounts paid for the subscriptions revoked or amended for which the amended value is less than the value of the initial subscription. For the avoidance of any doubt, the amounts reimbursed to investors as a result of revoking a subscription or amending a subscription which results in the diminishing of its value shall be net and shall not include the amounts paid for any potential subscriptions made subsequent to revocation or amendment, during the period of the public Offering, by the same investor.

The above amounts shall be reimbursed in maximum five Business Days from the Settlement Date of the transaction. All payments shall be made by bank transfer in the current account indicated by the investor in the Subscription Form. If the Offering is unsuccessfully closed, investors shall be reimbursed for the amounts paid for the subscribed Offer Shares in maximum five Business Days from the date the Offering is closed. Bank fees related to reimbursements, in any of the situations described in this document, shall be incurred by investors. 6.8 Admission to Trading and Trading Methods

Following the successful closing of the Offering, the Issuer intends to admit to trading the Adeplast Shares on the spot regulated market, Shares Sector, operated by BSE. Upon drafting of this document the Shares of the Issuer are not traded on another regulated market. Subsequent to the admission to trading, the shareholder registry shall be held by the Depozitarul Central SA (Central Depository), a company having its registered office in Bucharest, 34 -36 Carol I Bvd., floors 3, 8 and 9, sector 2, Bucharest, phone 021 408 5800, fax 021 408 5816, sole registration number RO 9638020, registration number with the Trade Register J40/5890/1997, authorized by NSC to provide depository, registry, compensation and settlement services for transactions with financial instruments, as well as other related operations as defined in the Capital Market Law. The trading symbol of the Issuers Shares, subsequent to admission to trading, is ADE. BSE has already issued an agreement in principle with regards to the admission to trading of Adeplast Shares on the BSE regulated market. This does not represent a guarantee of the admission to trading of the Shares, and the final decision regarding the admission to trading will be obtained after successfully closing the Public Offering. 6.9 Stabilization

Subsequent to beginning the trading of Adeplast Shares on the regulated market of BSE, conditional on the successful closing of the Offering and the approval of the admission to trading of the Shares, Intermediaries of the Offering may (but are not required to) execute transactions in order to stabilize the price of Shares on the secondary market for a limited period subsequent to starting of trading (but no more than 30 days from starting the trading of Shares on the regulated market of BSE), in compliance with the applicable legal provisions.

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Stabilization of the price represents the activity to support the market price of Adeplast Shares, in case the price falls bellow the minimum Offer Price set for the Small Investors Tranche that subscribed in the first 4 days of the Offering (calculated as 97% of the Offer Price set for the Large Investors Tranche) in compliance with the provisions of this prospectus. The price for price stabilization transactions may not exceed the minimum Offer Price set for the Small Investors Tranche for investors that subscribed in the first 4 days of the Offering (calculated as 97% of the Offer Price set for the Large Investors Tranche). The Issuer shall allocate the amounts required for carrying out the activities for price stabilization by the Offering's Intermediaries. Potential Shares purchased during the activities for price stabilization shall be purchased by the Issuer and shall be cancelled after the completion of the price stabilization program. The Intermediaries and the Issuer do not offer any guarantees with regards to the effects or the extent of the price stabilization activities. Intermediaries shall have discretionary authority to carry out the price stabilization activities. Once initialized, price stabilization activities may be stopped at any time. 6.10 Information Regarding Allocation Rights

General Information The purpose of issuing the Allocation Rights is to offer investors in the Offering the possibility to liquidate their investment in the Offer Shares prior to the registration of the increase of share capital and the beginning of transactions with the Shares of the Issuer. Subsequent to the closing of the Offering and to Allocation, the Issuer shall also issue a number of Allocation Rights equal to the number of Shares allocated in the Offering. Allocation Rights are freely transferable, issued in dematerialized form (book-entry form) and shall be attributed to all investors that were allocated Shares in the Offering, according to the principle: 1 Allocation Right attributed for 1 Share allocated in the Offering. For the avoidance of any doubt, the list of initial holders of Allocation Rights shall be identical (with regards to the holders and the number of their financial instruments) with the list of subscribers that were allocated shares in the Offering. The Central Depository shall issue the ISIN code and the trading symbol of the Allocation Rights. Allocation Rights shall be uploaded by the Central Depository subsequent to their registration with FSA. The Issuer shall perform all necessary endeavors for admission to trading of Allocation Rights on BSE, in compliance with BSE procedures. The date of starting the transactions with the Allocation Rights shall be communicated through a current report published by the Issuer, but it shall not be earlier than 2 Business Days from receiving the notification of the Central Depository informing BSE that technical operations for the Allocation Rights holders registry were concluded. The last day of trading of Allocation Rights shall be communicated by a current report published by the Issuer and calculated by adding 2 Business Days to the date of receiving by the BSE of the notification of the Central Depository regarding the receipt from the Issuer of the complete documentation regarding the operation of the share capital increase. The Allocation Rights cease to exist subsequent to the end of their trading. An Allocation Right certifies the right of its holder to receive a share that shall be attributed upon registration with the Central Depository of the increase of share capital related to the Offering described in this document. Shares shall be attributed to all holders of Allocation Rights at the moment of settlement of the last transactions with Allocation Rights on BSE, subsequent to the end of
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their trading, to holders who received the Allocation Rights following the subscription of shares in the Offering and/or who purchased the Allocation Rights during their trading on BSE. For the avoidance of any doubt, investors that sell their Allocation Rights will not receive Shares corresponding to sold Allocation Rights. The Allocation Rights cease to exist and cease to be traded upon registration with the Central Depository of Shares issued in the Offering, in the name and in the account of the holders o f Allocation Rights. Newly Issued Shares shall be registered in the account of the Holders of Allocation Rights in compliance with the Allocation Rights holders registry at the settlement date of transactions closed in the last day of trading of allocation rights, at a rate of 1 Adeplast Share for 1 Allocation Right. Conversion of Allocation Rights into Adeplast Shares shall be made automatically by the Central Depository without any formality on the part of holders of Allocation Rights. Rights and Obligations of the Holders of Allocation Rights Holders of Allocation Rights are entitled to reimbursement by the Issuer of the price of the Shares subscribed in the Offering if the registration of increase of share capital is irrevocably dismissed by the delegated judge of the Trade Register Office, according to the principle: 1 Allocation Right gives the right to reimbursement of the value of 1 Share subscribed in the Offering, at the price paid for it in the Offering. The amounts shall be reimbursed in maximum 10 Business Days from the irrevocable court decision regarding the dismissal of registering the increase of share capital of the Issuer, by the delegated judge of the Trade Register Office. The reimbursement costs of these amounts shall be incurred by the Issuer. The Allocation Rights do not give their holder the right to dividends, the right to participate in the General Meetings or to vote herein, the right to elect and to be elected in the management bodies of the Issuer and any other right related to the Shares, in compliance with the applicable legal regulations. Holders of Allocation Rights have the right to benefit from the publishing by the Issuer of current reports and of all other information and reports required of the Issuer by the applicable legislation. For the avoidance of any doubt, the price stabilization activities shall not be applicable to trading of Allocation Rights, but only to trading of the Issuers Shares, following the admission to trading of the Issuers Shares on BSE. Holders of Allocation Rights shall have the following obligations: a. compliance with the provisions of the Capital Market Law and of the applicable legislation; b. compliance with the regulations issued by BSE and the Central Depository applicable to trading and settlement of transactions with Allocation Rights ADDITIONAL INFORMATION The Issuer may extend the Offering Period in compliance with the conditions provided in the Capital Markets legislation , but its duration shall not exceed 12 months. The Offering may be closed in advance in compliance with the applicable legal provisions. The Offering may be revoked or suspended only in compliance with the applicable legal provisions.
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No other securities issued by the Issuer will be subject to a public offering or a private placement simultaneously or almost simultaneously with the Shares that are the object of the Offering described in this Prospectus, with the exception of the Allocation Rights presented in this Document. There are no entities that have assumed a firm commitment to act as Intermediaries on the secondary markets and to guarantee the liquidity of Shares through bid and ask rates, except for the stabilization clauses presented in this Document. There are no agreements restricting the sale of Shares, except for the irrevocable commitment of shareholder Marcel Barbut presented at 6.11. Expenses Related to the Offering. In case of successful closing of the Offering, the Intermediaries shall receive from the Issuer fees between 6.02% and 6.34% of the Offering value, depending on the Offer Price set following the successful closing of the Offering. 6.11 Declaration Regarding the Non-Initiation of a Share Capital Increase

The Issuer, in its quality as Offeror, declares that it has no intention to initiate any undertaking in order to increase its share capital with cash in the following 6 months from the approval of this Offering Prospectus. The major shareholder Marcel Barbut represents that he has no intention to initiate any undertaking in order to sell any shares in the following 6 months from start of trading with the Issuers shares on the regulated market of BSE. To this respect, he has signed an irrevocable commitment not to dispose in any way of the Shares held in the share capital of Adeplast or any rights related to them and to not act in any way that would determine the increase of capital share of Adeplast. 6.12 Additional Information

Dilution. Upon successful closing of the Offering, the percentage held by the existing shareholders before the Offering shall be reduced by 33.33%; for example, a shareholder with a stake of 1% prior to the Offering shall have a stake of 0.67% after the successful closing of the Offering in case it does not subscribe in the Offering and all the Shares to be sold in the Offering are allocated.

Preference Rights In compliance with the EGSM decision from 14.08.2013, the existing Shareholders of the Issuer have waived their preference right with regards to the Shares offered in the Offering. Consultants involved in the Offering are: CMS Cameron McKenna Legal Consultant of the Intermediation Syndicate

There is no other information in the prospectus reviewed by the auditors and the auditors have not issued other reports except for audit reports related to the annual financial results and the review report for the interim financial statements, attached to this Prospectus.
259

Signatures: .................................... Adeplast, by Marcel Barbut

.................................... Intercapital Invest, by Razvan Pasol .................................... BCR, by Matei Filipidescu

.................................... BCR, by Adrian Rosoaga

260

7.

ANNEXES

261

ANNEX 1 TERRITORIAL NETWORK OF BANCA COMERCIALA ROMANA S.A.

Crt. no. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

County AB AB AB AB AB AB AB AB AB AB AB AB AB AB AG AG AG AG AG AG AG AG AG AG AG AG AG AR AR AR

City Alba Iulia Aiud Campeni Sebes Blaj Cugir Alba Iulia Alba Iulia Sebes Ocna Mures Baia de Aries Zlatna Abrud Teius Pitesti Campulung Mioveni Curtea de Arges Pitesti Topoloveni Pitesti Curtea de Arges Pitesti Pitesti Pitesti Pitesti Pitesti Arad Ineu Arad

Branch/Ag County branch Br Ag Br Br Br Ag Ag Ag Ag Ag Ag Ag Ag County Br. Br Ag Br Br Ag Ag Ag Ag Ag Ag Ag Ag County Br. Ag Ag

Name of retail unit Alba Aiud Campeni Sebes Blaj Cugir Cetate Apulum Sureanu Ocna Mures Baia de Aries Zlatna Abrud Teius Arges Campulung Muscel Mioveni Curtea de Arges Prundu Topoloveni Alexandru Davila Basarabilor Pitesti Trivale Campineanu Smardan Exercitiu Arad Ineu Fortuna

Address of retail unit Alba Iulia, 35 Tudor Vladimirescu St. Aiud, Transilvaniei St. Bl. A 13 Campeni, 8 Avram Iancu Square Sebes, 2 Mihai Viteazu St. Blaj, 6 Republicii Bvd. Cugir, 23Alexandru Sahia St., Bl.S 6 bc Alba Iulia, 25 Transilvaniei Bvd. Alba Iulia, Victoriei Bvd. Bl. MV4, ground floor, Cetate District Sebes, Lucian Blaga St. (former Mihai Viteazu), Bl. 94(L4), ground floor Ocna Mures, 3,1 Mai St. Baia de Aries, Piata Baii St., Bl. D8D9 Zlatna, 13 Tudor Vladimirescu St. Abrud, 10 Cuza Voda St. Teius, 89 Clujului St. Pitesti, 83 Republicii St. Campulung, 4 Istrate Rizeanu St. Mioveni, 99 Dacia Bvd., Bl. P3A, ground floor Curtea de Arges, 97 Basarabilor Bvd. Pitesti, Petrochimistilor Bvd., Bl. B32, ground floor Topoloveni, Calea Bucuresti., Bl. CB5-CB6(former CB4) ground floor Pitesti, 26Victoriei St., Bl. 2, ground floor Curtea de Arges, Albesti St., Bl. Z 2, ground floor Pitesti, 10 Mircea Eliade St. Pitesti, Libertatii St. (former Trivale) Bl. D1, ground floor Pitesti, Eremia Grigorescu Complex, bl. P1, ground floor Pitesti, 40 C Smardan St, ground floor Pitesti, Exercitiu St., bl. D15 Arad, 14-16 Nelu Aristide Dragomir St. Ineu, 40 Republicii St. Arad, 177 Calea Aurel Vlaicu, bl.21

Postal code 510167 515200 515500 515800 515400 515600 510029 510077 515800 515700 515300 516100 515100 515900 110014 115100 115400 115300 110167 115500 110017 115300 110322 110398 110142 110217 110438 310145 315300 310365

Phone number of unit 0731 144 340 0785 247 660 0785 245 429 0785 247 443

0731 400 977 0731 123 489 0731 144 399

0722 210 670 0722 210 670

40724 220 014 0731 730 973 0731 144 301

40731144361

0725 555 629

0731 730 972

0731 680 307

0731 400 969 0731 400 973 0726 166 669

262

Crt. no. 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63

County AR AR AR AR AR AR AR AR AR AR AR BC BC BC BC BC BC BC BC BC BC BC BC BC BC BH BH BH BH BH BH BH BH

City Pancota Curtici Pecica Lipova Arad Sebis Arad Arad Chisineu Cris Arad Arad Bacau Onesti Moinesti Buhusi Darmanesti Comanesti Bacau Bacau Onesti Targu Ocna Bacau Bacau Bacau Bacau Oradea Beius Alesd Oradea Stei Marghita Salonta Oradea

Branch/Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag County Br Br Br Ag Ag Br Br Ag Ag Br Ag Ag Ag Ag County Br Br Br Br Br Br Ag Ag

Name of retail unit Pancota Curtici Pecica Lipova Avram Iancu Sebis Ioan Slavici Micalaca Chisineu Cris Andrei Saguna Ziridava Bacau Onesti Moinesti Buhusi Darmanesti Comanesti Bacovia Energiei Rosetti Targu Ocna Luceafarul Bucium Orizont Aviatori Bihor Beius Alesd Rogerius Stei Marghita Salonta Varadinum

Address of retail unit Pancota, 55 Tudor Vladimirescu St. Curtici, 58 Primariei St. Pecica, 143 2nd St, ground floor Lipova, 1 A Marinescu St., bl. M-2, ap.10/A Arad, 72 Revolutiei Bvd. Sebis, 17 Parcul Libertatii St. Arad, Calea Aurel Vlaicu- UTA Square, Bl U4, Entr. A+B, Ap 17/c, ground floor Arad, 2 Borsec Avenue, bl. 511 Chisineu Cris, 1Primaverii St., bl.D 51, ground floor Arad, Spitalului Square, bl. 5, entr. C, ground floor Arad, 35 Revolutiei Bvd, Entr. A, ap.67, ground floor Bacau, 11, 9 Mai St. Onesti, 1Belvedere St. Moinesti, 23Zorilor St. Buhusi, 2 Al.I.Cuza St. Darmanesti, 5 Victoriei St. Comanesti, 18 Republicii St. Bacau, 1Mioritei St. Bacau, 25 Energiei St., ground floor Onesti, 66 Republicii St. Tg.Ocna, Victoriei St., Bl.F11 Bacau, 5 N. Balcescu St., entr. A, ground floor Bacau, 13 Aprodu Purice St., entr. B, ground floor Bacau, 177 Marasesti St., ground floor Bacau, 48 Republicii St. Oradea, 2/c D.Cantemir St. Beius, 11Samuil Vulcan St. Alesd, 1Bobalna St. Oradea, 10 Mihail Sadoveanu St. Stei, 9 Cuza Voda St. Marghita, 3 Piata Independentei St. Salonta, 1Republicii St. Oradea, 11Nufarului St., Bl. D138, ground floor

Postal code 315600 315200 317235 315400 310130 315700 310400 310384 315100 310031 310002 600019 601066 605400 605100 605300 605200 600189 600273 601138 605600 600052 600408 600070 600301 410519 415200 415100 410443 415600 415300 415500 410533

Phone number of unit

0734 443 381 0727 789 769

0726 713 613

0734 994 607

0732 450 552

0728 556 414 0732 450 554 0724 595 238 0724 356 376 0724 357 940 0723 256 410

0785 246 967 0726 143 982 0731 035 499

0727 770 830 0730 170 480

263

Crt. no. 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87

County BH BH BH BH BH BH BN BN BN BN BN BN BN BN BN BR BR BR BR BR BR BR BR BR

City Oradea Oradea Oradea Oradea Oradea Oradea Bistrita Nasaud Nasaud Beclean Bistrita Rodna Com. Bistrita PrunduBargaului Com. Bistrita Bistrita Braila Braila Braila Braila Ianca Braila Viziru Com. Braila Braila

Branch/Ag Ag Ag Ag Ag Ag Ag County Br Br Ag Ag Ag Ag Ag Ag Ag County Br Ag Br Ag Ag Ag Ag Ag Ag

Name of retail unit Republicii Iosia Nufarul Decebal Velenta Oradea Vest Bistrita Nasaud Nasaud Beclean Andrei Muresanu Rodna Viisoara Tihuta Liviu Rebreanu Axente Sever Braila Concordia Danubiu Panait Istrati Ianca Radu Negru Viziru Calarasilor Eremia Grigorescu

Address of retail unit Oradea, 8 Republicii St. Oradea, 54 A Cazaban St., bl. AN 199 Oradea, Nufarul St. bl. AN 58, ground floor Oradea, 20 Decebal Bvd., ground floor Oradea, 60 Razboieni St., Bl. D28, ground floor Oradea, 79 Stefan cel Mare Bvd., Bl. C 29, ground floor Bistrita, 1 A Petru Rares Square Nasaud, 27 Granicerilor Bvd. Beclean, 46 Mihail Kogalniceanu St. Bistrita, 15/A Calea Moldovei Rodna Com, 607 Principala St. Bistrita, 57 Imparatul Traian St., bloc E, ground floor Prundu Bargaului Com., 139 Principala St. Bistrita, 25 Decebal Bvd., Bl. J Bistrita, 2 Axente Sever St., ground floor Braila, 17 Calea Calarasilor Braila, 65 Calea Calarasilor, Bl.C, ground floor Braila, 12 Danubiu St. Braila, Buzaului Road, bl. B1, ground floor Ianca, Garii St. Bl.C3 Braila, 2 Sebes St., Bl.A+Abis, ground floor Viziru Commune Braila, Dorobantilor Bvd. Bl. A1, ground floor Braila, 40 G-ral. Eremia Grigorescu St., bl .5A, ground floor Braila, 4 Ans.Calarasi, Bl.B2, ground floor from 309 Calea Calarasilor Braila, 1 Transilvaniei St. Botosani, 9 Revolutiei Square Darabani, 26 Pietei St. Saveni, 49 1 Decembrie St. Dorohoi, 30 Grigore Ghica ST. Trusesti Commune

Postal code 410018 410276 410576 410197 410571 410437 420080 425200 425100 420096 427245 420145 427230 420070 420163 810017 810237 810015 810318 815200 810334 817215 810091 810051

Phone number of unit 0731 400 990 0784 241 174

0785 247 060 0731 498 166 0731 400 947 0732 820 252

0732 820 250 0732 450 693 0732 820 251

0732 820 253 0734 550 204 0784 211 598

0784 211 597 0784 211 601

0784 211 595 0784 211 605

88

BR

Braila

Ag

Darclee

810008

0784 211 607

89 90 91 92 93 94

BR BT BT BT BT BT

Braila Botosani Darabani Saveni Dorohoi Trusesti Com.

Ag County Br Ag Ag Ag Ag

1 Decembrie Botosani Darabani Saveni Dorohoi Trusesti

810249 710236 715100 715300 715200 717400 0732 450 517 0730 044 283

264

Crt. no. 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111

County BT BT BT BT BT BT BT BV BV BV BV BV BV BV BV BV BV

City Botosani Botosani Flamanzi Botosani Bucecea Com. Botosani Botosani Brasov Fagaras Victoria Rasnov Zarnesti Brasov Brasov Sacele Brasov Codlea

Branch/Ag Ag Ag Ag Ag Br Ag Ag County Br Br Br Br Br Ag Br Ag Ag Ag

Name of retail unit Primaverii George Enescu Flamanzi Nicolae Iorga Bucecea Stefan Luchian Octav Bancila Brasov Fagaras Victoria Rasnov Zarnesti Onix Titulescu Sacele Piata Sfatului Codlea

Address of retail unit Botosani, 16 Primaverii St. Botosani, 65 Calea Nationala, ground floor Flamanzi, Principala St., Bl. A1-A2 Botosani, 107 Calea Nationala, Bl. 03, ground floor (Miorita II Residential Complex) Comuna Bucecea, Bl. A4 Botosani, 27 Primaverii St. (former 30), sc.B, ground floor Botosani, 63 Mihai Eminescu Bvd. Brasov, 90A 15 Noiembrie St. Fagaras, 14 M.Eminescu St. Victoria, 2, 1 Decembrie 1918 St. Rasnov, 10 Unirii Square Zarnesti, 8 Mitropolit I.Metianu St. Brasov, 15, 13 Decembrie St. from 77 Grivitei Bvd. Brasov, 19 Eroilor Bvd Sacele, 34 Libertatii Square Brasov, 27 Piata Sfatului St. Codlea, 125 Lunga St. Brasov, 38 Garii Bvd., Bl. 227 ground floor (Harman Commercial Complex) Fagaras, Tabacari St., Bl.6, A Road Section, ground floor Bran Com., 403 B Principala St. , Ap 2, ground floor Brasov, 32 Saturn St. Predeal, Mihai Saulescu St. Brasov, Muncii Bvd. Brasov, 109 Aurel Vlaicu St. and 6163,13 Decembrie St. Brasov, 10 Cristianului Road Brasov, 90 Calea Bucharest Brasov, 2 Stadionului St., ground floor Brasov, 42 Grivitei Bvd, Bl. 20, ground floor Buzau, 207 Unirii St. Rm.Sarat, 10 T.Vladimirescu St. Buzau, Unirii St., Bloc 1D, ground floor

Postal code 710118 710006 717155 710061 717045 710176 710171 500102 505200 505700 505400 505800 500198 500030 505600 500025 505100

Phone number of unit 0727 789 763 0732 450 517

0785 245 259

0731 498 024 0732 450 690 40732450521 0722 270 656 0785 245 287 0733 732 693 0734 443 829 0732 450 697 0731 123 515 0723 589 240

112

BV

Brasov

Ag

Craiter

500227

0785 247 652

113 114 115 116 117 118 119 120 121 122 123 124 125

BV BV BV BV BV BV BV BV BV BV BZ BZ BZ

Fagaras Bran Com. Brasov Predeal Brasov Brasov Brasov Brasov Brasov Brasov Buzau Ramnicu Sarat Buzau

Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag County Br Br Ag

Tabacari Bran Astra Orizont Predeal Valea Cetatii Tampa Bartolomeu Calea Bucharest Blumena Calea Feldioarei Buzau Ramnicu Sarat Vasile Voiculescu

505200 507025 500342 505300 500281 500146 500053 500434 500064 500182 120191 125300 120278 0732 450 531 0726 155 518 0784 211 658 0785 246 470

265

Crt. no. 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150

County BZ BZ CJ CJ CJ CJ CJ CJ CJ CJ CJ CJ CJ CJ CJ CJ CJ CJ CJ CJ CJ CJ CL CL CL

City Buzau Ramnicu Sarat Cluj Napoca Dej Turda CampiaTurzii Gherla Cluj Napoca Cluj Napoca Cluj Napoca Cluj Napoca Huedin Cluj Napoca Turda Floresti Com. Cluj Napoca Cluj Napoca Cluj Napoca Dej Cluj Napoca Cluj Napoca Cluj Napoca Calarasi Oltenita Lehliu Gara

Branch/Ag Ag Ag County Br Br Br Br Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag County Br Br Ag

Name of retail unit Siriu Alexandru Vlahuta Cluj Dej Turda Campia Turzii Gherla Cipariu Marasti Manastur Unirii Huedin Calea Floresti Oprisani Polus Napoca Zorilor Somes Dealul Florilor Lucian Blaga Square Eroilor Boulevard Piata Garii Calarasi Oltenita Lehliu Gara

Address of retail unit Buzau, Dorobanti St., Bl.H10, H11, ground floor Rm. Sarat, Toamnei Dig St., Bl. 3E, ground floor Cluj Napoca, 10-12 George Baritiu St. Dej, 5 Bobalna St. Turda,29, 1 Decembrie 1918 Square Campia Turzii, 13 George Cosbuc St. 3 Bobilna St., ground floor Cluj Napoca, 4 Nicolae Titulescu St., Bl. IIB, Building B3, ground floor Cluj Napoca, 4 Aurel Vlaicu St., Bl.5B, ground floor Cluj Napoca, 13-15 Bucegi St. Cluj Napoca, 16, 21 Decembrie St. Huedin, 8 Republicii St., bl. A, Entr.2, ground floor Cluj Napoca, 77 Calea Floresti, Ap.114 and partially Ap.113, ground floor Turda, 100 Calea Victoriei, Bl. B120, ground floor Floresti Com., DN1-E60 SUD-FN, ground floor Cluj Napoca, 40-40/a Dorobantilor St., Ap. 1, ground floor Cluj Napoca, 56-60 Pasteur St. , ground floor Cluj Napoca, 7 Fantanele St., Bl.A, ground floor Dej, 6 Constantin Dobrogeanu Gherea St., Bl. VO2, Ap. 17/II Cluj Napoca, 2 Lucian Blaga Square Cluj Napoca, 35 Eroilor Bvd., ap.5, ground floor Cluj-Napoca, 83-87 Horea St., entr.II,ap.36, ground floor Calarasi, 4 Sloboziei St. Oltenita, 56 Republicii Bvd. Lehliu Gara, 5D Nicolae Titulescu St. (former 24 Calea Bucharest), ground floor Calarasi, 56 Belsugului, bl.E 23, Entr.3-4, ground floor Calarasi, 1Prelungirea Bucharest St., Bl.C17,Entr. 1 ground floor,( M. Eminescu Bookshop) Resita, 10 I.L.Caragiale St. Caransebes, 44 Mihai Viteazu St.

Postal code 120111 125300 400027 405200 401184 405100 405300 400420 400690 400667 400105 405400 400524 401023 407280 400117 400349 400294 405200 400003 400129 400275 910022 915400 915300

Phone number of unit 0784 211 543

0733 991 031 0732 450 699

0724 299 215 0733 442 711 0732 450 566 0784 241 175

0733 442 707

0732 450 570 0733 442 709 0728 290 635 0734 668 591

0785 246 488

151

CL

Calarasi

Ag

Mircea Voda

910144

152

CL

Calarasi

Ag

Vulturul

910125

153 154

CS CS

Resita Caransebes

County Br Br

Caras Severin Caransebes

320068 325400

0726 336 590

266

Crt. no. 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184

County CS CS CS CS CS CS CT CT CT CT CT CT CT CT CT CT CT CT CT CT CT CT CT CT CT CV CV CV CV CV

City Bocsa Moldova Noua Baile Herculane Otelu Rosu Resita Resita Constanta Medgidia Mangalia Cernavoda Navodari Constanta Constanta Constanta Constanta Constanta Constanta Constanta Constanta Constanta Constanta Constanta Constanta Constanta Mangalia Sf. Gheorghe Intorsura Buzaului Targu Secuiesc Baraolt Covasna

Branch/Ag Ag Ag Ag Ag Ag Ag County Br Br Br Br Ag Br Br Br Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag County Br Ag Br Ag Ag

Name of retail unit Bocsa Moldova Noua Baile Herculane Otelu Rosu Lunca Barzavei Semenic Constanta Medgidia Mangalia Cernavoda Navodari Palas Mamaia Ovidiu Capitol Marea Neagra Histria Euxin Albatros Litoral Pontica Delfinul Tomis Nord Balada Callatis Covasna Intorsura Buzaului Targu Secuiesc Baraolt Covasna

Address of retail unit Bocsa, 25, 1 Decembrie 1918 St. (former no. 39-41) Moldova Noua, 56 B Nicolae Titulescu St., ground floor Baile Herculane, 13C Castanilor St. Otelu Rosu, 50, 22 Decembrie 1989 St. Resita, Republicii Bvd., Bl.22, Entr. D, ground floor Resita, 13-15 Republicii Bvd, Victoria Complex Constanta, 68 Traian St. Medgidia, 51Republicii St. Mangalia, 25 Constanta Road Cernavoda, Unirii St., Bl. P3B, ground floor Navodari, 9 Albinelor St., Bl. B2 Entr. A , ground floor Constanta, 98 I.C.Bratianu St., Bl.SR3 Constanta, 231 Mamaia Bvd Constanta, 58 Tomis Bvd Constanta, 90 Mamaia Bvd., Bl. B16, ground floor Constanta, 185 Mangaliei Road, Bl. 4, ground floor Constanta, 21 Prelungirea Liliacului St., ground floor Constanta, 86 Stefan cel Mare St., ground floor Constanta, 76 Al. Lapusneanu St., Bl. LE 20 B, ground floor Constanta, 99 Aurel Vlaicu Bvd., Bl.AV2, ground floor Constanta, 77 Soveja St., Bl. 35A, ground floor Constanta, 93 Mangaliei Road, Bl. S, ground floor Constanta, Str.Suceava, nr.2C, ground floor Constanta, 35, 1 Decembrie 1918 Bvd, Bl. L20, ground floor Mangalia, 35, 1 Decembrie 1918 Bvd, Bl.X6, ground floor Sf. Gheorghe, 7 Jozef Bem St. Intorsura Buzaului, 177 Mihai Viteazu St. Tg.Secuiesc, 17 Piata Gabor Aron St. Baraolt, 2/A Libertatii St. Covasna, 18 Libertatii St., Bl.7, entr.A-B

Postal code 325300 325500 325200 325700 320214 320127 900716 905600 905500 905200 905700 900243 900559 900657 900663 900082 900062 900698 900605 900145 900337 900111 900456 900168 905500 520023 525300 525400 525100 525200

Phone number of unit 0723 637 741 0785 247 032

0785 247 545 0732 450 502 0732 680 233 0731 144 338

0732 450 549 0732 820 608

0733 732 692 0726 723 079

0727 277 188 0730 177 366 0785 245 288 0730 074 261

0785 247 575 0785 247 115 0785 247 055

0732 450 587

0730 013 704

267

Crt. no. 185 186 187 188 189 190 191 192 193 194 195

County CV DB DB DB DB DB DB DB DB DB DJ

City Sf. Gheorghe Targoviste Gaesti Pucioasa Moreni Fieni Titu Targoviste Targoviste Targoviste Craiova

Branch/Ag Ag County Br Br Br Br Br Ag Ag Ag Ag Br

Name of retail unit Miko Imre Dambovita Gaesti Pucioasa Moreni Fieni Titu Coresi Caraiman Chindia Dolj

Address of retail unit Sf.Gheorghe, 74, 1 Decembrie 1918 St., ground floor Targoviste, 1Mircea cel Batran Bvd.1 Gaesti, 62, 13 Decembrie St. Pucioasa, 105, Republicii St. Moreni, 62 Cpt.Pantea Ion St. Fieni, 29 Ing.Aurel Rainu St. Titu, 8 I.C.Visarion St. Targoviste, 58 Constantin Brancoveanu St. Targoviste, 9 Mai (Armoniei) St. Targoviste, 51 Unirii Blvd., Micro VI, Entr. E, ground floor Craiova, 4 Olte St. Filiasi, 162 Racoteanu Bvd., Bl. I 2, ground floor and Stadionului St. , Bl. I 1, ground floor Bailesti, 167 169 Victoriei St. Calafat, 26 Tudor Vladimirescu St. Craiova, Calea Bucharest, Bl. N 14 and N 15, ground floor Craiova, Carol I Bvd, Bl.M5-M6 Craiova, 34 Calea Bucharest, Bl. A 8, Entr. 6-7 Craiova, 54 Oltenia Bvd, Bl.2A Craiova, 61 Henri Coanda St., Bl. K12, K3, ground floor Craiova, 68 Brazda lui Novac St., Bl. C7, ground floor Craiova, Ion Antonescu Bvd, Bl. A5b, ground floor Craiova, Brazda lui Novac St., Bl. K22, ground floor Craiova, 2 Tufanele St., Bl. 317 A, ground floor Tg. Jiu, 2 Geneva St. Motru, 5 Trandafirilor St. Rovinari, 9 Minerilor St., Bl.L1, ground floor Tg.Jiu, Victoriei St, Bl.41(A), ground floor Tg. Jiu, Victoriei St., Bl. 194, ground floor Targu Jiu, Libertatii Bvd., Bl. 4 Targu Jiu, Ecaterina Teodoroiu St., Bl.105, ground floor

Postal code 520080 130023 135200 135400 135300 135100 135500 130120 130067 130031 200565

Phone number of unit

0730 170 484 0722 377 768 0724 550 736 0734 800 954 0730 170 484

0726 155 559 0785 245 291 0732 820 607

196

DJ

Filiasi

Ag

Filiasi

205300

0732 450 620

197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214

DJ DJ DJ DJ DJ DJ DJ DJ DJ DJ DJ GJ GJ GJ GJ GJ GJ GJ

Bailesti Calafat Craiova Craiova Craiova Craiova Craiova Craiova Craiova Craiova Craiova Targu Jiu Motru Rovinari Targu Jiu Targu Jiu Targu Jiu Targu Jiu

Ag Ag Br Br Br Ag Ag Ag Ag Ag Ag County Br Ag Ag Ag Ag Ag Ag

Bailesti Calafat Lapus Patria Jiul Craiovita Henri Coanda Mihai Viteazu Romanescu Carol Fratii Buzesti Gorj Motru Rovinari Constantin Brancusi Victoria Panduri Parang

205100 205200 200620 200692 200484 200603 200566 200115 200326 200092 200233 210136 215200 215400 210166 210235 210142 210106

0732 450 617 0732 450 619 0730 404 302 0728 133 810 0730 013 702 0733 732 691 0733 732 690 0731 730 984 0724 234 593 0730 012 999

0724 322 737

0722 243 754 0735 503 479 0726 186 881 0728 130 670 0728 130 671

268

Crt. no. 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245

County GL GL GL GL GL GL GL GL GL GL GL GL GL GL GL GL GR GR GR GR GR HD HD HD HD HD HD HD HD HD HD

City Galati Tecuci Galati Galati Galati Galati Targu Bujor Galati Galati Galati Galati Galati Tecuci Galati Galati Galati Giurgiu Mihailesti Com. Con. Bolintin Vale Giurgiu Giurgiu Deva Brad Hunedoara Hunedoara Hunedoara Petrosani Simeria Lupeni Orastie Vulcan

Branch/Ag County Br Br Br Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag County Br Ag Ag Ag Ag County Br Br Br Ag Ag Br Ag Ag Br Ag

Name of retail unit Galati Tecuci Traian Siderurgistilor Faleza Port Targu Bujor Dunarea Micro 21 Piata Centrala Micro 40 Nord Alecu Russo Brates Micro 18 Covurlui Giurgiu Mihailesti Bolintin Vale Vlasca Tineretului Hunedoara Brad Hunedoara Corvin Iancu de Hunedoara Petrosani Simeria Lupeni Orastie Vulcan

Address of retail unit Galati, 35 Brailei St. Tecuci, 55, 1 Decembrie 1918 St. Galati, Traian St., Bl.A9 ground floor Galati, 9 Siderurgistilor St., Bl. PS2, Road Section 5, Location 7, ground floor Galati, Marii Uniri Bvd., Bl.P6, Entr.1 Galati, 25 Portului St., Bl. Siret 4, Entr.9, ground floor Tg.Bujor, 109 G-ral Eremia Grigorescu St., Bl.C1 Galati, 192 Brailei St. bis, Bl. A9, ground floor Galati, 21Otelarilor St., Bl. D10, ground floor Galati, 8 Tecuci St., Bl. V4, ground floor Galati, 15 Henri Coanda St., Bl. J12, ground floor (Micro 40 district) Galati, 40 Siderurgistilor St., Micro 14, Bl. M1B, ground floor Tecuci, 1 Alecu Ruso St, ground floor Galati, 15 Domneasca St. Galati, 234 Brailei St., Bl.E5, ground floor, Micro 18 District Galati, Micro 14, 17, 1 Decembrie 1918, Bl. A, Entr. 1, ground floor Giurgiu, 14 Vlad epes St., Bl. MUV 3 Mihailesti, Sos. BucharestAlexandria, Commercial Complex Bolintin Vale, Republicii St., Bl.B5, Entr.A, ground floor Giurgiu, Tineretului St., Bl.64, entr. A-B Giurgiu, Bucharest St., bl. 45/4D, ground floor Deva, 3 I.C.Bratianu Square Brad, 3 Republicii St. Hunedoara, 22 G.Enescu St. Hunedoara, 33 Dacia Bvd., ground floor Hunedoara, 5 Dacia Bvd., Bl. 5, ground floor Petrosani, 4 Mihai Viteazu St. Simeria, Piata Unirii St., Bl.18, ground floor Lupeni, 8 Narciselor Avenue Orastie, Eroilor Bvd., Bl. B1 Vulcan, 82 Mihai Viteazu St.

Postal code 800048 805300 800112 800364 800329 800025 805200 800407 800606 800120 800557 800259 805300 800008 800394 800511 80094 85200 85100 80274 80302 330152 335200 331056 331079 331013 332014 335900 335600 335700 336200

Phone number of unit 0724 291 555 0784 211 467

0734 800 964

0785 247 543 0730 170 422

0731 599 312

0734 668 592 0784 210 698 0785 245 502

0731 400 932 0731 400 941 0731 400 944

0785 246 605 0731 400 943

0724 569 785

0730 503 934

269

Crt. no. 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 271 272 273 274 275 276

County HD HD HD HD HD HD HD HD HR HR HR HR HR HR HR HR HR IL IL IL IL IL IS IS IS IS IS IS IS IS IS

City Hateg Deva Calan Deva Uricani Petrila Deva Deva Miercurea Ciuc Gheorghieni Odorheiu Secuiesc Toplita Odorheiu Secuiesc Cristuru Secuiesc Vlahita Borsec Miercurea Ciuc Slobozia Urziceni Fetesti Tandarei Slobozia Iasi Pascani Com. Podu Iloaiei Iasi Iasi Iasi Iasi Iasi Iasi

Branch/Ag Ag Ag Ag Ag Ag Ag Ag Ag County Br Br Br Ag Ag Ag Ag Ag Ag County Br Br Br Br Ag County Br Br Ag Ag Br Ag Ag Ag Ag

Name of retail unit Hateg Dava Calan Bejan Uricani Petrila Ovid Densusianu Muresul Harghita Gheorghieni Odorheiu Secuiesc Toplita Budvar Cristuru Secuiesc Vlahita Borsec Miercurea Ciuc Ialomita Urziceni Fetesti Tandarei Matei Basarab Iasi Pascani Podu Iloaiei Silvestru A. I. Cuza Colina Cantemir Podul de Fier Pacurari

Address of retail unit Hateg, Unirii St., Bl.48, ground floor Deva, Decebal Bvd., Bl.R, Ap.5, ground floor Calan, 11 Independentei St. Deva, Mihai Eminescu St., Bl. 31, ground floor Uricani, Muncii Bvd. Bl 13, ground floor Petrila, 26 Republicii St., ground floor Deva, 26 Decebal Bvd., Bl.D, Entr. 1+2, ground floor Deva, Iuliu Maniu Bvd., Bl.4, ground floor, Commercial location no.2 Miercurea Ciuc, 2 Kossuth Lajos St. Gheorghieni, 7 Fratiei Bvd. Od. Secuiesc, 15 Piata Libertatii St. Toplita, N.Balcescu St., Bl.C, ground floor Od. Secuiesc, 7, 1 Decembrie 1918, ground floor Cristuru Secuiesc, 44 Libertatii St. Vlahita, 2 Mihai Eminescu St. Borsec, 48 Carpati St. Miercurea Ciuc, 17 Kossuth Lajos St. Slobozia, 21 Chimiei Bvd. Urziceni, 42 Calea Bucharest Fetesti, 550 Calarasi St. Tandarei, Bucharest St., Bl. 57F, ground floor Slobozia, 53 Matei Basarab St. Iasi, 11 Palat St. Pascani, 5 St.cel Mare St. Podu Iloaiei, Nationala St., Bl.14, ground floor Iasi, 17 19 Garii St., Bl. L, 8,9, Entr. Road Section I, II, ground floor Iasi, 8 Stefan cel Mare si Sfant Bvd, Bl.A Iasi, 17 Bucium St., Bl. B1, ground floor Iasi, 37 Nicolae Iorga Bvd., Bl. N2 Iasi, 1- 3 Eternitate St, Bl. 305, Road Section A, ground floor Iasi, 137 Pacurari Road, Bl.600, Road Section III, ground floor

Postal code 335500 330020 335300 330120 336100 335800 330169 330058 530221 535500 535600 535700 535600 535400 535800 535300 530130 920014 925300 925100 925200 920072 700019 705200 707365 700089 700063 700266 700211 700305 700521

Phone number of unit

0785 247 045 0731 400 951 0729 618 603 0731 599 397

0730 712 925 0785 245 625 0724 595 254 0732 450 581 0724 595 257

0724 595 299 0724 515 549 0724 595 302 0785 248 065 0731 730 961 0723 161 052

0734 200 412 0731 144 351

0730 222 926

0724 550 745

270

Crt. no. 277 278 279 280 281 282 283 284 285 286 287 288 289 290

County IS IS IS IS IS IS IS IS IS IS MH MH MH MH

City Iasi Iasi Targu Frumos Iasi Iasi Iasi Iasi Iasi Iasi Pascani Drobeta Turnu Severin Orsova Baia de Arama Drobeta Turnu Severin Drobeta Turnu Severin Drobeta Turnu Severin Drobeta Turnu Severin Baia Mare Sighetu Marmatiei Viseu de Sus Borsa Baia Sprie Baia Mare Sighetu Marmatiei Baia Mare Baia Mare Baia Mare Somcuta Mare Baia Mare Targu Mures Sovata

Branch/Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag County Br Br Ag Ag

Name of retail unit Alexandru cel Bun Copou Targu Frumos Palat Tatarasi Galata Nicolina Independentei Zimbrul Esplanada Mehedinti Orsova Baia de Arama Crihala

Address of retail unit Iasi, 19 Alexandru cel Bun Bvd, Road Section I, Bl. B3, ground floor Iasi, 16 Copou Bvd. (Super Copou Complex), ground floor Tg. Frumos, Petru Rares St., Bl. 18, ground floor Iasi, 1 Palat St. (Moldova Mall Commercial Complex) Iasi, 6 Han Tatar St., Bl. 361 B, ground floor Iasi, 11 Galatii St., Bl. E4A, ground floor Iasi, 10 Nicolina Road, ground floor Iasi, 4 Independentei Bvd., Bl. R3, ground floor Iasi, 20 Dacia, Bl. Entr. 1, ground floor Pascani, Cuza Voda St., Bl. D 10, Entr. B, ground floor Drobeta Turnu Severin, 44 Aurelian St. Orsova, 3A Portile de Fier St. Baia de Arama, 25 Republicii St. Drobeta Turnu Severin, Cicero St., Bl. S12 A, ground floor Drobeta Turnu Severin, 16 Revolutiei - 22 Decembrie 1989 Bvd., Bl.B3 Drobeta Turnu Severin, 38 Smardan St. Drobeta Turnu Severin, 3 Iuliu Maniu St, Bl. 5, ground floor Baia Mare, 15 Unirii Bvd. Sighetu Marmatiei, 32 Iuliu Maniu St. Viseu de Sus, 10 Libertatii St. Borsa, Str. Decebal nr. 4, Bl. A1 Baia Sprie, 2 Sasar St. Baia Mare, 6 Culturii St., ground floor Sighetu Marmatiei, 8 Libertatii Square, ground floor, Tisa Hotel Baia Mare, 1/17 Unirii Bvd. Baia Mare, 15 Republicii Bvd. Baia Mare, 4 Decebal Bvd. Somcuta Mare, 1 Somes St. Baia Mare, 34 George Cosbuc St., ground floor Tg. Mures, 1-3 Gh.Doja St. Sovata, 168/B Principala St.

Postal code 700580 700460 705300 700019 700349 700625 700722 700106 700425 705200 220103 225200 225100 220022

Phone number of unit

0727 788 022 0785 246 941

0732 820 258

0732 820 265 0785 246 607 0724 234 613 0785 246 987

0723 614 156

291

MH

Ag

Severin

220047

292

MH

Ag

Portile de Fier

220157

0785 246 471

293 294 295 296 297 298 299 300 301 302 303 304 305 306 307

MH MM MM MM MM MM MM MM MM MM MM MM MM MS MS

Ag County Br Br Br Br Ag Ag Ag Ag Ag Ag Ag Ag County Br Ag

Theodor Costescu Maramures Sighetu Marmatiei Viseu de Sus Borsa Baia Sprie Rivulus Bogdan Voda Mara Iza Firiza Somcuta Mare Tisa Mures Sovata

220225 430232 435500 435700 435200 435100 430282 435500 430242 430201 430021 437335 430222 540015 545500

0732 450 500 0724 286 365 0727 227 382

0732 740 559 0732 450 694 0785 247 712 0730 903 171 0785 247 459 0728 290 155

0731 680 321 0724 244 539

271

Crt. no. 308 309 310 311 312 313 314 315 316 317 318 319 320 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 339

County MS MS MS MS MS MS MS MS MS MS NT NT NT NT NT NT NT NT NT NT NT OT OT OT OT OT OT OT OT OT PH PH

City Reghin Sighisoara Tarnaveni Targu Mures Ludus Targu Mures Targu Mures Targu Mures Reghin Iernut Piatra Neamt Roman Targu Neamt Bicaz Roznov Piatra Neamt Piatra Neamt Roman Piatra Neamt Piatra Neamt Roman Slatina Caracal Bals Scornicesti Corabia Slatina Caracal Slatina Slatina Ploiesti Campina

Branch/Ag Br Br Br Br Ag Ag Ag Ag Ag Ag County Br Br Br Br Ag Ag Ag Ag Ag Ag Ag County Br Br Br Br Ag Ag Ag Ag Ag County Br Br

Name of retail unit Reghin Sighisoara Tarnaveni Central Ludus Tudor Dambu Pietros Mureseni Dacia Iernut Neamt Roman Targu Neamt Bicaz Roznov Precista Cozla Smirodava Calistrat Hogas Pietricica Roman Voda Olt Caracal Bals Scornicesti Corabia George Poboran Romanati Steaua Beica Prahova Campina

Address of retail unit Reghin, 39 Petru Major St. Sighisoara, 12, 1 Mai St. Tarnaveni, 16 Trandafirilor Square Tg. Mures, 26 Trandafirilor Square Ludus, 43/B 1 Decembrie Bvd., ground floor Tg. Mures, 180, 1 Decembrie 1918, Bvd. Tg. Mures, 36, 1848 Bvd. Tg. Mures, 193 Gh. Doja Bvd. Reghin, 12 Iernuteni St., ground floor Iernut, 4 Dacia Traiana St. Piatra Neamt, 19 Traian Bvd. Roman, 12 N.Titulescu St. Tg. Neamt, 4 Mihail Kogalniceanu St. Bicaz, 2A Barajului St. Roznov, Roznovanu St., bl. G2, ground floor Piatra Neamt, 25 Decebal Bvd., Bl.14, ground floor Piatra Neamt, Obor O1 St., ground floor Roman, Republicii Bvd., Bl. 46, ground floor Piatra Neamt, Aleea Ulmilor St., Bl. A2 Piatra Neamt, 10 Stefan cel Mare Square, Bl. C5, ground floor Roman, Nicolae Titulescu St, Bl.16, ground floor Slatina, 1 Basarabilor St. Caracal, 13 N.Titulescu St. Bals, 186 A N.Balcescu St. Scornicesti, 10 Aleea Teiului St. Corabia, 33 Tudor Vladimirescu St. Slatina, A.I.Cuza St., Bl. S14, ground floor Caracal, Calea Bucharest, Bl. B 33, ground floor Slatina, Vailor St., Bl.20, Entr. D, ground floor Slatina, 4 Crisan II St. Ploiesti, 42 Valeni St. Campina, 31 Carol I Bvd.

Postal code 545300 545400 53640 540051 545200 540561 540429 540225 545300 545100 610137 611002 615200 615100 617390 610076 610287 611127 610267 610016 611020 230113 235200 235100 235600 235300 230044 235200 230057 230008 100125 105600

Phone number of unit 0724 234 587 0730 073 880 0731 808 513

0724 234 596

0726 158 050

0785 247 064 0724 234 595

0724 211 012

0753 076 750

0785 247 669

0729 035 234 0727 224 180 0729 035 236 0730 170 461 0724 282 157 0730 404 390

0724 234 573 0730 504 267

272

Crt. no. 340 341 342 343 344 345 346 347 348 349 350 351 352 353 354 355 356 357 358 359 360 361 362 363 364 365 366 367 368 369 370

County PH PH PH PH PH PH PH PH PH PH PH PH PH PH PH PH PH PH SB SB SB SB SB SB SB SB SB SB SB SB SB

City Ploiesti Ploiesti Mizil Sinaia Valenii de Munte Baicoi Breaza Ploiesti Ploiesti Slanic Prahova Ploiesti Ploiesti Urlati Ploiesti Ploiesti Ploiesti Ploiesti Filipestii de Padure Sibiu Agnita Medias Dumbraveni Cisnadie Sibiu Sibiu Sibiu Sibiu Sibiu Sibiu Sibiu Sibiu

Branch/Ag Ag Ag Ag Br Br Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag County Br Br Br Ag Ag Br Ag Ag Ag Ag Ag Ag Ag

Name of retail unit Take Ionescu Ciocianu Mizil Sinaia Valenii de Munte Baicoi Breaza Partizani Malu Rosu Slanic Ploiesti Sud Cantacuzino Urlati Nichita Stanescu Aurora Petrolistilor Stefan Greceanu Filipestii de Padure Sibiu Agnita Medias Dumbraveni Cisnadie Nicolae Balcescu Aurel Vlaicu Vasile Aron Progres Balea Valea Aurie Terezian Hipodrom

Address of retail unit Ploiesti, 1Take Ionescu St. Ploiesti, 185 Marasesti St., ground floor Mizil, 4 Blajului St., Bl.18 B Sinaia, 49 Carol I Bvd. Valenii de Munte, 6 Berevoiesti St. Baicoi, 1 Unirii St. Breaza, 122 A Republicii St. Ploiesti, 3 Mihai Viteazu Square, Bl. 10 G2, ground floor Ploiesti, 83 A Malu Rosu St., Bl.101 B1, ground floor Slanic Prahova, 10, 23 August St. Ploiesti, 28 A Mihai Eminescu St. Ploiesti, 193 Ghe. Gr. Cantacuzino St. Urlati, 145, 1 Mai St. Ploiesti, 27 A Cameliei St., ground floor, Ideal Commercial Complex Ploiesti, 3 A Baraolt St. A, Bl.F, ap. 11, ground floor Ploiesti, 24 A Bucharest Bvd., Bl. 1C, ground floor Ploiesti, 12 Erou Calin Catalin St., Bl.K6, ground floor Filipestii de Padure, 343 A Principala St. Sibiu, 1 Emil Cioran St. Agnita, Str. 1 Decembrie nr. 1 Medias, 2 A Mihai Eminescu St. Dumbraveni, 2 Timotei Cipariu St. Cisnadie, 1 Tesatorilor St. Sibiu, 1-3 N. Balcescu St. Sibiu, 1 Mihai Viteazu Bvd., Bl. V 3 Sibiu, 14 Semaforului St., ground floor Sibiu, Bihorului St., Bl.15, ground floor Sibiu, 5 Parcul Tineretului St. Sibiu, Ludos St., Bl. 33 Sibiu, Lunga St., Bl. 85, commercial ground floor Sibiu, Calea Cisnadiei, Bl.19, ground floor

Postal code 100022 100276 105800 106100 106400 105200 105400 100397 100491 106200 100329 100507 106300 100087 100200 100519 100066 107245 550025 555100 551018 555500 555300 550159 550350 550309 550064 550270 550148 550107 550408

Phone number of unit 0723 556 824 0731 035 448 0724 299 203 0731 123 494 0733 103 232 0726 346 760 0785 245 255

0724 234 580 0785 247 041 0733 991 026

0731 730 579

0727 220 882

0724 202 618

0723 130 195 0727 229 972 0732 820 289 0732 820 288

0731 730 582 0732 450 664 0730 044 111

273

Crt. no. 371 372 373 374 375 376 377 378 379 380

County SB SB Sector 1 Sector 1 Sector 1 Sector 1 Sector 1 Sector 1 Sector 1 Sector 1

City Sibiu Avrig Bucharest Otopeni Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest

Branch/Ag Ag Ag Sect Br Br Br Br Br Br Ag Br

Name of retail unit Ambient Avrig Sector 1 Otopeni Dorobanti Floreasca Bucharesti Noi Dr. Felix WTC Grivita

Address of retail unit Sibiu, 81 Alba Iulia Road Bl.25, ground floor Avrig, 22 Gheorghe Lazar St. Bucharest, 155 Calea Victoriei St. bl.D1, sector 1 Otopeni, 82 Calea Bucuresti, bl.B2-2, parter, Ilfov County Bucharest, 111-117 Calea Dorobanti, sector 1 Bucharest, 91-111 Calea Floreasca, sector 1 Bucharest, 170 Bucurestii Noi Bvd., sector 1 Bucharest, 99-101 Dr.Felix St., bl.19 sector 1 Bucharest, 10 Montreal Square, sector 1 Bucharest, 160 Calea Grivitei, bl.42 sector 1 Bucharest, 90-92 Calea Plevnei, bl. 10F-10E, sector 1, Bucharest Municipality Bucharest, 42 44 Bucharest-Ploiesti Road, sector 1 Bucharest, 2 - 8 Aerogarii Bvd., bl.II/1, ground floor, sector 1, Bucharest, 106 Ion Mihalache Bvd., bl.84, sector 1 Bucharest, 2 Daniel Danielopolu St., sector 1 Bucharest, 397 Calea Grivitei, sector 1 Bucharest, 4 - 8 Nicolae Titulescu Road, sector 1 Snagov Com., Ghermanesti Village, bl. D5, Ilfov county Buftea, 18 - 22 Mihai Eminescu Bvd., bl. R6, ground floor, Ilfov county Bucharest, 92 Aviatorilor Bvd., sector 1 Bucharest, 144 Jiului St., ground floor sector 1 Bucharest, 8 Popa Lazar St., sector 2 Bucharest, 60 St.cel Mare Road, bl.41 ground floor, sector 2 Bucharest, 291Pantelimon Road, bl 9, ground floor, sector 2 Voluntari, 52 Bucharest Afumati Road, Ilfov Bucharest, 290 Calea Mosilor , bl.36 sector 2 Bucharest, 6 C Dimitrie Pompei St., sector 2 Bucharest, 26 Colentina Road, sector 2

Postal code 550052 550165 10073 75100 10562 14455 12369 11036 11469 10746

Phone number of unit

0784 211 442 0785 247 074 0785 247 446 0729 996 972 0730 579 272 0731 400 916 0731 144 316

0760 689 327

381

Sector 1

Bucharest

Br

Plevnei

10236

731495032

382 383 384 385 386 387 388 389

Sector 1 Sector 1 Sector 1 Sector 1 Sector 1 Sector 1 Sector 1 Sector 1

Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Snagov Com. Buftea

Ag Ag Ag Ag Ag Ag Ag Ag

Baneasa Aviatiei Ion Mihalache Nicolae Caramfil Chibrit Square Victoriei Square Snagov Buftea Private Banking Bucharest Pajura Sector 2 Stefan cel Mare Pantelimon Voluntari Mosilor Pipera Colentina

13696 14054 11202 14134 10722 11141 77170 70000 078 5247 075 40785247614 0732 450 601

390

Sector 1

Bucharest

Ag

11867

0726 144 356

391 392 393 394 395 396 397 398

Sector 1 Sector 2 Sector 2 Sector 2 Sector 2 Sector 2 Sector 2 Sector 2

Bucharest Bucharest Bucharest Bucharest Voluntari Bucharest Bucharest Bucharest

Ag Sect Br Br Br Br Br Br Br

13217 21586 20152 21616 77190 20896 20337 21181

0785 245 052

0785 246 490 0727 788 027

0785 246 491

0726 154 769

274

Crt. no. 399 400 401 402

County Sector 2 Sector 2 Sector 2 Sector 2

City Bucharest Bucharest Voluntari Bucharest

Branch/Ag Br Ag Ag Ag

Name of retail unit Unic Ferdinand Nord Pipera Iancului

Address of retail unit Bucharest, 27-33Nicolae Balcescu Bvd, sector 1 Bucharest, 99 Ferdinand Bvd., ground floor, sector 2, Voluntari, 2/III Pipera Tunari Road, ground floor, Ilfov county Bucharest, 148 Pantelimon Road, bl.100, ground floor, sector 2 Bucharest, 4 Mihai Bravu Road (314 Calea Mosilor, bl. 60 C), ground floor, sector 2 Bucharest, 14 Stefan cel Mare Road, bl.19, sector 2 Bucharest, 201 Calea Mosilor, bl.9, ground floor, sector 2 Bucharest, 119 Lacul Tei Bvd., bl.5A1, ground floor, sector 2 Bucharest, 357 Pantelimon Road, bl B1, ground floor, sector 2 Bucharest, 112 Mihai Bravu Road, bl. D3, ground floor, sector 2 Bucharest, 7 Glinka St., ground floor, sector 2 Bucharest, 25 Colentina Road,bl.2 IRTA, ground floor, sector 2 Bucharest, 196 Mihai Bravu Road, bl.200, sector 2 Bucharest, 18-20 Lipscani St., sector 3 Bucharest, 256 Basarabiei Bvd., sector 3 Bucharest, 67-69 Th. Pallady Bvd., bl.R5, sector 3 Bucharest, 31A Nicolae Grigorescu St., bloc N21, sect.3 Bucharest, 172 Mihai Bravu Road, bl.230 sector 2 Bucharest, 296 Mihai Bravu Road, bl. 7, ground floor, sector 3, Bucharest, 3 Rosetti Square, corner with 1 Dianei St, ground floor, sector 2, Bucharest, 57 Basarabia Bvd., bl.M27,sector 2 Bucharest, 18 Vergului Road, sector 2 Bucharest, 305 Mihai Bravu Road, bl.14A(14a -14b), sector 3 Bucharest, 8 Alba Iulia Square, bl. 17, sector 3 Bucharest, 15 A Baba Novac St., sector 3 Bucharest, 20 Ion Campineanu St., sector 1 Bucharest, 135 Calea Calarasi, ground floor, sect.3 Bucharest, 1 Unirii Square, Sector 3 (Unirea Shopping Center Commercial Complex)

Postal code 10054 21385 77190 21645

Phone number of unit

40784241043

403

Sector 2

Bucharest

Ag

Obor

20904

404 405 406 407 408 409 410 411 412 413 414 415 416 417

Sector 2 Sector 2 Sector 2 Sector 2 Sector 2 Sector 2 Sector 2 Sector 3 Sector 3 Sector 3 Sector 3 Sector 3 Sector 3 Sector 3

Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest

Br Ag Ag Ag Ag Ag Ag Sect Br Br Ag Ag Br Br Ag

Tunari Mihai Eminescu Lacul Tei Pantelimon II Iancului Square Barbu Vacarescu Teiul Doamnei Sector 3 Lipscani Titan Th. Pallady Balta Alba Mihai Bravu Victor Babes

20123 020859 20381 21624 21333 20215 21156 30967 30036 30352 32258 30438 21341 30306 0728 851 336 0785 247 052 0724 234 607 0730 240 882 0730 503 890 0733 442 715

418

Sector 3

Bucharest

Ag

Rosetti Square

21051

419 420 421 422 423 424 425

Sector 3 Sector 3 Sector 3 Sector 3 Sector 3 Sector 3 Sector 3

Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest

Ag Ag Ag Ag Ag Ag Ag

Basarabiei Vergului (Cora) Dristor Alba Iulia Baba Novac Revolutiei Square Mircea Voda

22106 22448 30307 31105 31624 10038 30614

0729 600 735 0784 211 663

426

Sector 3

Bucharest

Ag

Unirea Center

30119

0731 730 703

275

Crt. no. 427 428 429 430 431 432 433 434 435 436 437 438 439 440 441 442 443 444 445 446 447 448 449 450 451 452

County Sector 3 Sector 3 Sector 3 Sector 4 Sector 4 Sector 4 Sector 4 Sector 4 Sector 4 Sector 4 Sector 4 Sector 4 Sector 4 Sector 4 Sector 4 Sector 4 Sector 4 Sector 4 Sector 4 Sector 5 Sector 5 Sector 5 Sector 5 Sector 5 Sector 5 Sector 5

City Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Popesti Leordeni Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest

Branch/Ag Ag Ag Ag Sect Br Br Br Br Br Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag Sect Br Br Br Br Br Br Ag

Name of retail unit Campia Libertatii Camil Ressu Calea Victoriei Sector 4 Unirea Berceni Dr. Obregia Serban Voda Dimitrie Cantemir Bagdasar Gheorghe Sincai Olimpia Oltenitei Constantin Brancoveanu Secuilor Popesti Leordeni Nerva Traian Timpuri Noi Vitan Sector 5 Izvor Ghencea Libertatii Rahova Universitate Sala Palatului

Address of retail unit Bucharest, 46 Campia Libertatii St., Bl.52, ground floor Bucharest, 68 Camil Ressu Bvd., Bl.1 B, ground floor, Sect 3 Bucharest, 15 Calea Victoriei, Sector 3 Bucharest, 63 Unirii Bvd., bl.F4 sector 3 Bucharest, 43-45 Unirii Bvd., bl.E2E3 sector 3 Bucharest, 20-22 on Iriceanu St., bl.131-132, sector 4 Bucharest, 2B Dr.Al.Obregia St., bl.2B, ground floor, sector 4 Bucharest, 209 Calea Serban Voda, sector 4 Bucharest, 2B Dimitrie Cantemir Bvd., bl.P1, sector 4 Bucharest, 25 Berceni Road, bl.38, ground floor, sector 4 Bucharest, 6 Gh. Sincai Bvd., bl. 2, ground floor, sector 4 as of 25.03 operates within the Vitan ag. office Bucharest, 240 Oltenitei Road, bl.48, sector 4 Bucharest, 3 Alunisului St., bl. 12 C, ground floor, sector 4 Bucharest, 12 Brancoveanu Bvd., Bl.B4, ground floor, Sect.4 Popesti Leordeni, 66 Oltenitei Road, ground floor Bucharest, 13 Nerva Traian St., bl. M69, sect 3 Bucharest, 201 Calea Vacaresti, bl,87 Bucharest, 325 Mihai Bravu, Bl.55, ground floor, Sect.3 Bucharest, 57 Tudor Vladimirescu Bvd, bl. T4, sector 5 Bucharest, 22 Libertatii Bvd., bl.102, sector 5 Bucharest, 158 Ghencea Bvd., sector 6 Bucharest, 1 Libertatii Bvd., bl.A1A2 sector 4 Bucharest, 11 Alexandriei Road, bl.C11, ground floor, sector 5 Bucharest, 5 Regina Elisabeta Bvd. sector 3 Bucharest, 33 Ion Campineanu St., ground floor, sector 1 Bragadiru, Bl. D3 - 2, (road section 2, axes1,2,3,4,5,6,7), ground floor, Ilfov county Bucharest, 322 Calea Rahovei, bl. 67, sc.1, ground floor, sector 5 Bucharest, 327 Calea Rahovei, Bl 11, ground floor, Sect. 5

Postal code 30375 31762 030023 30828 30824 42075 41733 40215 40231 41905 40316 31289 41331 40741 41449 77160 31042 40052 30312 50882 050707 61699 40127 51527 30018 10032

Phone number of unit 0733 660 196 0785 247 444

0731 123 496 0722 673 600 0730 903 156 0785 246 489 0731 012 607 0732 450 523 0728 600 209 0730 060 311

0724 362 834

0785 246 956 0785 245 663 0784 210 697 0728 137 031 40728182356

453

Sector 5

Bragadiru

Ag

Bragadiru

77025

454 455

Sector 5 Sector 5

Bucharest Bucharest

Ag Ag

Sebastian Piata Rahova

50904 50905

0728 600 208

276

Crt. no. 456 457 458 459

County Sector 5 Sector 5 Sector 5 Sector 5

City Bucharest Bucharest Bucharest Bucharest

Branch/Ag Ag Ag Ag Ag

Name of retail unit 13 Septembrie Toporasi Giurgiului City Mall

Address of retail unit Bucharest, 206, 13 Septembrie St., Bl V38, ground floor, Lot C, S5 Bucharest, 90 Giurgiului Road, sector 4 Bucharest, 131 Giurgiului Road, bl.1, ground floor, sector 4 Bucharest, 4 A Oltenitei Road, ground floor Sect.4 Bucharest, 65B Prelungirea Ghencea St., bl. C1, ground floor, sc. 4, sector 6 Bucharest , 24 Ghencea Bvd., bl. C89, Sc. B, ground floor, sector 6 Bucharest, 6 C Timisoara Bvd., sector 6 Bucharest, 10 Calea Crangasi, bl.19A ground floor, sector 6 Bucharest, 18-20 Iuliu Maniu Bvd., bl.15 A+B, sector 6 Bucharest, 190 - 192 Iuliu Maniu Bvd, bl. C1, ground floor, sector 6 Bucharest, 82 Drumul Taberei St., sector 6 Bucharest, 26 Timisoara Bvd., sector 6 Bucharest, 73 Timisoara Bvd., Bl.C12, ground floor, Sect 6 Bucharest, 7 Iuliu Maniu Bvd., sector 6 Bucharest , 313 Splaiul Independentei, sector 6 Bucharest, 32 Drumul Taberei St., ground floor, sector 6 Bucharest, 15, 1Mai (former Compozitorilor) Bvd., bl.C3, ground floor, sector 6 Bucharest, 123 Calea Giulesti, ground floor, sector 6 Bucharest, 32 Apusului St., bl.N27, ground floor Bucharest, 4 General Vladoianu St., ground floor, sector 1 Bucharest, 43 Gh. Magheru Bvd., 46 48 Mendeleev St., sector 1 Bucharest, 10 22 Piata Amzei, Bl. BUILDING B, ground floor, sector 1 Bucharest, 23-25 Dinicu Golescu Bvd., ground floor, sector 1 Bucharest, 67 Iuliu Maniu Bvd., Bl.6, ground floor, sector 6 Zalau, 2 Iuliu Maniu Square Jibou, 21/A, 1 Mai St. Cehu Silvaniei, 19Trandafirilor St. Sarmasag Com., 1/A Garii St.

Postal code 50734 40673 40665 41312

Phone number of unit

0731 144 359

460

Sector 5

Bucharest

Ag

Prelungirea Ghencea

61702

461 462 463 464 465 466 467 468 469 470 471

Sector 5 Sector 6 Sector 6 Sector 6 Sector 6 Sector 6 Sector 6 Sector 6 Sector 6 Sector 6 Sector 6

Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest Bucharest

Ag Sect Br Br Br Br Br Ag Ag Ag Ag Ag

Stadium Sector 6 Crangasi Lujerului Iuliu Maniu Drumul Taberei Mall Plaza Romancierilor Tudor Vladimirescu Polytechnic Drumul Taberei 34

61691 61328 60336 61106 61124 61403 61331 61323 61072 60042 61387 0728 137 030 0764 601 390 0731 680 323 0731 680 450 0785 245 434 0724 299 234 0785 247 066

472

Sector 6

Bucharest

Ag

Compozitorilor

61622

473 474 475

Sector 6 Sector 6 Sector 6

Bucharest Bucharest Bucharest

Ag Ag Ag

Giulesti Apusului Banu Manta

60262 62285 11252 0728 881 544

476

Sector 6

Bucharest

Ag

Romana

10326

40785247846

477 478 479

Sector 6 Sector 6 Sector 6

Bucharest Bucharest Bucharest

Ag Ag Ag

Amzei Dinicu Golescu Piata Gorjului

10345 10864 61086

40730074152

480 481 482 483

SJ SJ SJ SJ

Zalau Jibou Cehul Silvaniei Sarmasag

County Br Ag Ag Ag

Salaj Jibou Cehu Silvaniei Sarmasag

450016 455200 455100 457330

0784 211 474 0732 450 508

277

Crt. no.

County

City Com.

Branch/Ag

Name of retail unit

Address of retail unit

Postal code

Phone number of unit

484 485 486 487 488 489 490 491 492 493 494 495 496 497 498 499 500 501 502 503 504 505 506 507 508 509 510 511 512 513 514

SJ SJ SJ SJ SJ SM SM SM SM SM SM SM SV SV SV SV SV SV SV SV SV SV SV SV TL TL TL TL TL TL TM

Simleu Silvaniei Zalau Zalau Crasna Com. Zalau Satu Mare Negresti Oas Carei Satu Mare Satu Mare Tasnad Satu Mare Suceava Campulung Moldovenesc Falticeni Radauti Vatra Dornei Siret Gura Humorului Suceava Suceava Suceava Frasin Com. Radauti Tulcea Macin Sulina Babadag Tulcea Tulcea Timisoara

Ag Ag Ag Ag Ag County Br Br Br Ag Ag Ag Ag County Br Br Br Br Br Ag Br Ag Ag Ag Ag Ag County Br Ag Ag Ag Ag Ag County Br

Simleul Silvaniei Silvania Dumbrava Crasna Porolissum Satu Mare Negresti Oas Carei Horea Crisan Tasnad Unio Suceava Campulung Moldovenesc Falticeni Radauti Vatra Dornei Siret Gura Humorului Curtea Domneasca Obcini Burdujeni Frasin Putna Tulcea Macin Sulina Babadag Panait Cerna Grigore Moisil Timis

Simleu Silvaniei, 1 Decembrie 1918 St., Bl. D 1, ground floor Zalau, 39 Mihai Viteazul Bvd., Bl. D 4, Entr. E, ground floor Zalau, 64 Dumbrava St., Bl.D 25, Ap.17/a, ground floor 15 Crasna Com. Zalau, Mihai Viteazul Bvd., Bl. Lira Cristal, Entr. D, ap. 33/1, ground floor Satu Mare, 25 Octombrie Square, Bl.T4-T6 Negresti Oas, 134 Victoriei St. Carei, 2 Dr. Stefan Vonhaz St. Satu Mare, 8-10 Horea St. Satu Mare, 22 Drum Carei St, Bl. CM1, ground floor Tasnad, 4 Lacramioarelor St. Satu Mare, Lucian Blaga Bvd., Bl. UU 28- 30, ground floor Suceava, 31 Stefan cel Mare St. Campulung Moldovenesc, 6 Calea Transilvaniei Falticeni, Sucevei St. Radauti, 65 Unirii St. Vatra Dornei, 35 M.Eminescu Siret, 2 Sucevei St., ground floor Gura Humorului, 19 Republicii St., Bl. T 850, ground floor Suceava, 2 Dimitrie Onciu St. Suceava, 13 Calea Obcinilor, Bl.T 47, ground floor Suceava, 39 Calea Unirii, Bl. 92, Entr. G, ground floor Frasin Com., 313 Principala St. Radauti, 21 Putnei St, ground floor Tulcea, 2 Toamnei St. Macin, 10, 1 Decembrie St, Bl. 17 Sulina, 274 2nd St Babadag, 88 Republicii St., ground floor Tulcea, 1 Isaccei St., Bl. M1, ground floor Tulcea, 2 Frasinului St., Bl. 2, ground floor Timisoara, 11 Calea Aradului

455300 450082 450112 457085 450099 440006 445200 445100 440004 440157 445300 440271 720003 725100 725200 725400 725700 725500 725300 720001 720262 720156 727245 725400 820127 825300 825400 825100 820164 820187 300088

0724 299 206

0785 247 677 0784 211 473

0724 299 231

0724 299 259 0732 450 511

0724 299 263 0731 680 328 0726 123 499 0724 234 603

0723 639 920 0732 450 558

0724 550 029 0724 589 206

0785 246 353

0734 200 411 0784 211 621

0784 211 618 0785 245 517

0730 044 289

278

Crt. no. 515 516 517 518

County TM TM TM TM

City Lugoj Faget Jimbolia Sannicolau Mare

Branch/Ag Br Ag Ag Ag

Name of retail unit Lugoj Faget Jimbolia Sannicolau Mare

Address of retail unit Lugoj, 4 Cuza Voda St. Faget, 15 Calea Lugojului Jimbolia, 12-14 Republicii St. Sannicolau Mare, 4 Republicii St. Timisoara, 10/B Coriolan Brediceanu St., City Business Centre CBC 700 Square, buiding 2(B), ground floor, room B.1.2., Timis county Timisoara, 70 Calea Sagului, Sc. A, ground floor Timisoara, 8,16 Decembrie 1989 St., , ground floor Timisoara, 1Babes Vincentiu St., (1 Piatra Craiului St.), ground floor Lugoj, 36, 20 Decembrie 1989 St, ground floor Timisoara, 2 Iuliu Maniu St., ground floor Timisoara, Calea Buziasului, Bl. A 1 b, ground floor Timisoara, 60 Calea Martirilor, ground floor Timisoara, Simion Barnutiu St., Bl. 54, Entr. B, ground floor Timisoara, 1 Demetriade St. (Iulius Mall) Timisoara, 39 Calea Bogdanestilor, ground floor Timisoara Sf. Apostoli Petru si Pavel St., Bl. A 42, ground floor Timisoara, 53 Lidia St., ground floor (Commercial Location 2) Timisoara, 40 Calea Aradului, Entr. A+B, ground floor Timisoara, 42 Gheorghe Lazar, ground floor (commercial location no.1- knitwear clothing) Alexandria, 137 Dunarii St. Turnu Magurele, Gen. David Praporgescu St., Bl. G6, ground floor Rosiori de Vede, 106 Rahovei St. Videle, 24 Giurgiului Road Zimnicea, XVIII B Mihai Viteazu Bvd., Entr.. B and C, ground floor Alexandria, Dunarii St., Bl. M 3, Entr. B, ground floor Alexandria, 50 Constantin Brancoveanu, Bl. UJCC Rm.Valcea, 20 Gen. Magheru St. Dragasani, 2 Decebal St., Bl. G

Postal code 305500 305300 305400 305600

Phone number of unit 0731 808 509 0785 245 289 0724 255 966 0734 200 413

519

TM

Timisoara

Br

700 Timisoara Square (former Bastion)

300011

0732 450 612

520 521 522 523 524 525 526 527 528 529 530 531 532

TM TM TM TM TM TM TM TM TM TM TM TM TM

Timisoara Timisoara Timisoara Lugoj Timisoara Timisoara Timisoara Timisoara Timisoara Timisoara Timisoara Timisoara Timisoara

Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag Ag

Calea Sagului Maria Square Operei Square Cetatea Veche Budai Deleanu Calea Buziasului Giroc Calea Lugojului Demetriade Calea Bogdanestilor Piata Noua Lidia Piata Verde

300515 300173 300005 305500 300188 300714 300719 300303 300088 300015 300269 300728 300282

0734 668 601

0732 450 515 0724 255 965

0731 066 812

0732 450 487

0731 066 829

533

TM

Timisoara

Ag

Gheorghe Lazar

300334

0760 689 331

534 535 536 537 538 539 540 541 542

TR TR TR TR TR TR TR VL VL

Alexandria Turnu Magurele Rosiorii de Vede Videle Zimnicea Alexandria Alexandria Rm. Valcea Dragasani

County Br Br Br Ag Ag Ag Ag County Br Br

Teleorman Turnu Magurele Rosiorii de Vede Videle Zimnicea Dr. Stanca Vedea Valcea Dragasani

140038 145200 145100 145300 145400 140004 140064 240300 245700

0724 234 605 0724 234 600

0724 234 605 0724 234 606 0727 277 214 0723 399 684 0724 220 261 0725 139 182

279

Crt. no. 543 544 545 546 547 548 549 550 551 552 553 554 555 556 557 558 559 560 561

County VL VL VL VL VL VL VN VN VN VN VN VN VN VS VS VS VS VS VS

City Horezu Rm. Valcea Rm. Vilcea Rm. Vilcea CalimanestiCaciulata Rm. Vilcea Focsani Adjud Odobesti Focsani Focsani Focsani Focsani Vaslui Barlad Negresti Husi Vaslui Barlad

Branch/Ag Ag Ag Ag Ag Ag Ag County Br Ag Ag Ag Ag Ag Ag County Br Br Ag Br Ag Ag

Name of retail unit Horezu Ostroveni Valcea Nord Alutus Calimanesti Caciulata Valcea Center (former River Plaza) Vrancea Adjud Odobesti Moldovei Square Milcov Carpati Big Centru Vaslui Barlad Negresti Husi 13 Decembrie Dragos Voda

Address of retail unit Horezu, 83 Tudor Vladimirescu St., Bl. R2, ground floor Rm.Valcea, 10 Luceafarului St., Bl. A 16, ground floor Rm. Valcea, 156-158 Calea lui Traian St. Rm. Valcea, 39 Mihai Eminescu St. Calimanesti-Caciulata, 790-792 Calea lui Traian Rm. Valcea, 1 Splaiul Independentei, Bloc 1, ground floor Focsani, 1Fundatura Cuza Voda St. Adjud, 9 Vasile Alecsandri St. Odobesti, 33 Stefan cel Mare St. Focsani, 1 Independentei Square, Bl. 9, ground floor Focsani, 27 Bucharest Bvd., Bl. L1 L2, ground floor Focsani, 42 Brailei St., ground floor Focsani, 2 Brailei St. Vaslui, 53 Stefan cel Mare St. Barlad, 252 Republicii St. Negresti, 1 B Unirii nr. St. Husi, 3 Al.I.Cuza St. Vaslui, 1 Stefan cel Mare St., Bl. 434, Entr. A, ground floor Barlad, 85 Republicii St., Bl. B/5, Entr. A, ground floor Vaslui, Traian St., Bl. 234, Entr. A, ground floor

Postal code 245800 240070 240227 240022 245600 240166 620035 625100 625300 620015 620144 620122 620161 730171 731058 735200 735100 731005 731062

Phone number of unit 0733 106 062

0723 113 137

0734 800 958

0723 639 826 0728 133 725 0727 789 764 0731 599 301 0722 333 209 0785 247 452 0726 167 450 0730 199 156

0749 166 948

562

VS

Vaslui

Ag

Podul Inalt

730188

280

ANNEX 2 DESCRIPTION OF IMMOVABLE ASSETS PROPERTY OF THE ISSUER Berceni Platform Description Berceni Property consists of three lots of land with a total area of 106,634.70 sq.m. and 10 constructions built on them, located in Berceni Commune, Corlatesti village, Prahova county, lot 28, parcel Cc270, described as follows: The first lot has an area of 9,569 sq.m. and one construction: Construction with a total net area of 9,423 sq.m. and a total unfolded area of 9,641 sq.m., metal, concrete foundation, year of construction 2011-2012, no energy performance certificate, no elevator, divided in three individual units as follows: Individual unit no. 1: ground floor and first floor, with a built area of 3,869 sq.m. and a net area of 3824.51 sq.m.; Individual unit no. 2: ground floor, with a built area of 3,799 sq.m. and a net area of 3739.75 sq.m.; Individual unit no. 3: ground floor, with a built area of 1,901 sq.m. and a net area of 1860.72 sq.m. 21571- C1-U1 21571- C1-U2 21571-C1-U3 21571- C1-U1 21571- C1-U2 21571-C1-U3 Land Register Cadastral Number Property Title Sale-Purchase Agreement no. 439 /February 15, 2007 concluded with Rovit S.A. company

Below, a detailed description of the three lots of land

21571 Berceni

21571

The Individual unit no. 2 and Individual unit no. 3 constructions, with cadastral numbers 21571 - C1 -U2 and 21571 - C1 - U3, respectively, were sold to S.C. Unicredit Leasing Corporation IFN S.A. and are currently used by the Issuer under the real estate financial leasing agreement no. 30041785/07/06/2013. The Second lot of land has an area of 41,227 sq.m. and 6 constructions: C2 - Annex thermal power station ; 281 21577 Berceni 21577

Description C9 Production tower, with a built area of 929 sq.m. and an unfolded built area of 2,976.16 sq.m.; C10 Shed with a built area of 4,185 sq.m. and an unfolded built area of 4,420.89 sq.m. C11 Weighbridge with a built area of 192 sq.m. and an unfolded built area of 192 sq.m. C12 Purification plant with a built area of 295 sq.m. and an unfolded built area of 295 sq.m. and C13 Concrete platform with a built area of 16,085 sq.m. and an unfolded built area of 16,085 sq.m.

Land Register

Cadastral Number

Property Title

The third lot of land has an area of 49,198 sq.m., no constructions The fourth lot has an area of 6,641 sq.m. and 3 constructions: C1 Administrative building, with a built area of 558 sq.m. and an unfolded built area of 1,685.65 sq.m.; C2 Water management unit, with a built area of 161 sq.m. and an unfolded built area of 161 sq.m. and C3 Concrete platform with a built area of 2,828 sq.m. and an unfolded built area of 2,828 sq.m.

21578 Berceni 20903 Berceni

21578 20903

Cordun Platform Description Land Register

282

Cadastral Number

Property Title

Yard-constructions/agricultural land with an area of 39,273 sq.m. located in Cordun commune, Neamt county, lot 44, parcel 247 and the construction erected on this, land divided into the following lots: Yard-constructions land with an area of 23,397 sq.m. located in Cordun commune, Neamt county, lot 44, parcel 247 and the construction erected on this: Dry mortar plant, offices, built in 2013, no elevator and no energy performance certificate, with ground floor (waiting lobby, lock chamber, women locker room, men locker room, bathroom, invoicing office, waiting room, paint warehouse, mortar warehouse, elevator, stairway, mortar packing room, bags packing room, electrical panel, generator room, compressor room and upper floor (4 offices, 5 stairways, bathroon, two filter rooms, electrical room, control room, 3 platforms, laboratory, maintenance room, hallway, restroom, server room), with a built area of 3,884 sq.m.

Sale-Purchase Agreement no. 3723 / November 3, 2011 concluded with Cordun commune 53074 Cordun 53074

Agricultural land with an area of 15,876 sq.m. located in Cordun commune, Neamt county, lot 44, parcel 247

53075 Cordun

53075

Sacadat Property Description Land Register Topographical Number

(cadastral measurements not performed)

Property Title

The property consists of: A lot of land in co-ownership with an area of 752/1,003 sq.m. A lot of land with an area of 4,473 sq.m. Constructions built on the two lots mentioned above, located in Sacadat commune, Bihor county, lot 44, parcel 247A, as

1510 Sacadat

2079/4 2080/1

Sale-Purchase Agreement no. 4058 / October 28 1999 concluded with Vegani S.A. company and the final and irrevocable decision no. 1239/2009-R, pronounced by the Oradea Court of Apeal in

283

follows: (i) a weighbridge and (ii) a stable;

file no. 3934/271/2008.

Oradea Platform Description Land with an area of 9,483 sq.m. (9,527 sq.m. upon measurements) and 6 constructions built on this, located in Oradea, Bihor county. With regards to the constructions, we received only a general description: C1 Additional construction; C2 - Additional construction; C3 Industrial construction; C4 - Industrial construction; C5 - Industrial construction; and C6 - Industrial construction. 152815 Oradea 3371/1 Sale-Purchase Agreement no. 966 / June 2, 2003, (amended on July 22, 2003) concluded with Chimprestor S.A. company Land Register 150729 Oradea Cadastral Number 150729 Property Title Sale-Purchase Agreement no. 420 / April 1, 2006, amended by addendum no. 4321 / August 14, 2006 concluded with Chimmprestor S.A. company

A lot of land with an area of 326 sq.m. and the construction built on this, located in Oradea, Bihor county. Construction: Warehouse and offices (Ground floor and attic floor).

A lot of land with an area of 577 sq.m. the construction built on this, located in Oradea, Bihor county. Construction: Offices (Ground floor and first floor), with a built area of 240 sq.m.

150366 Oradea

3371/2

284

A lot of land with an area of 301 sq.m. the construction built on this, located in Oradea, Bihor county. Construction: Road-truck scale, with a built area of 54 sq.m.

150401 Oradea

150401 (former 3371/3)

A lot of land with an area of 3,630 sq.m. in documents and 3,632 sq.m. upon measurements and constructions built on this, located in Oradea, Bihor county. Constructions: Dry mortar station, with a built area of 559 sq.m. Metal industrial hall, with a built area of 217 sq.m. Metal hall, with a built area of 529 sq.m. Workshop, with a built area of 46 sq.m.

150450 Oradea

150450 (former 3370)

A lot of land with an area of 1,746 sq.m. without any constructions built on this located in Oradea, Bihor county the construction built on this, respectively: Polystyrene factory, height regime ground floor, built of concrete and precast concrete elements, erected in 2013, with a built area of 1,599 sq.m.

150689 Oradea

150689 (former 3371/4)

A lot of land with an area of 3,272 sq.m. located in Oradea, Uzinelor St., Bihor county. Constructions: Parking

11155 Oradea

5711

Sale-Purchase Agreement no. 219 / February 21, 2007 concluded with the City of Oradea

A lot of land with an area of 2,313 sq.m., with no constructions, located in Oradea, 3 Uzinelor St., Bihor county.

176914 Oradea

176914

Sale-Purchase Agreement no. 2594/ November 27, 2011 concluded with Chimprestor S.A. company

285

Ploiesti Apartment Description Property consists of: Apartment with a built area of 113 sq.m., having three rooms, hallway, kitchen, storage locker, bathroom, restroom, dressing, entry hall, loggia and Parking lot no. 10 with an area of 12 sq.m. Land Register 120150-C1-U48 Ploiesti Cadastral Number 120150-C1-U48 Property Title Sale-Purchase Agreement no 2710/ September 7, 2011, concluded with Eurocastel S.R.L company

120150-C1-U58 Ploiesti

120150-C1-U58

Property is located in Ploiesti, 4 Anton Pann St., first floor, Prahova county.

286