B USINESS ACROSS EU BORDERS: LEGAL MATTERS TO KEEP IN MIND Dr Andrzej Krasuski 2 8 October 2008 CMS Cameron McKenna Dariusz Greszta Sp. k. ul. Emilii Plater 53 00-113 Warszawa T: +48 22 520 5629 F: +48 22 520 5556

Plan of presentation Examples of investments in the EEC telecommunications sector in 2007 - 2008 General legal framework for conducting telecommunications business Legal barriers to investments

Examples of investments in the EEC telecommunications sector in 2007 - 2008

General legal framework for conducting telecommunications business

Legal barriers to investments

I nvestments in the EEC telecommunications sector in years 2007-2008 * Fixed-line telephony services: Russia, July 2007 => Russia n Partners Fund II acquires a 40-50% stake in Westcall, USD 30m Mobile telephony services: Poland, September 2008 => Zoo Network S . a . r . l . acquires Mobyland Sp. z o.o., EUR 34m Poland, March 2008 => Tollerton Investments Ltd and Novator Telecom Poland S.a.r.l. acquires a 23.4% stake in P4 Sp. z o.o., EUR 130m Russia, June 2008 => AF Telecom Holding acquires a n 8% stake in MegaFon (and a 59.9% stake in JSC Telecominvest) * Resource: mergermarket

Fixed-line telephony services:

Russia, July 2007 => Russia n Partners Fund II acquires a 40-50% stake in Westcall, USD 30m

Mobile telephony services:

Poland, September 2008 => Zoo Network S . a . r . l . acquires Mobyland Sp. z o.o., EUR 34m

Poland, March 2008 => Tollerton Investments Ltd and Novator Telecom Poland S.a.r.l. acquires a 23.4% stake in P4 Sp. z o.o., EUR 130m

Russia, June 2008 => AF Telecom Holding acquires a n 8% stake in MegaFon (and a 59.9% stake in JSC Telecominvest)

* Resource: mergermarket

I nvestments in the EEC telecommunications sector in years 2007-2008 High-speed Internet access, VoIP services: Poland, February 2008 => Penta Investments Limited acquires a 51.4% stake in Stream Communications Sp. z o. o., EUR 12 m Converged telecommunications services for business: Poland, December 2007 => a consortium led by Columbia Capital M/C Venture Partners and Innova Capital acquires GTS Central Europe MVNO/MVNE projects: Poland, February 2008 => Penta Investments launches Mobilking

High-speed Internet access, VoIP services:

Poland, February 2008 => Penta Investments Limited acquires a 51.4% stake in Stream Communications Sp. z o. o., EUR 12 m

Converged telecommunications services for business:

Poland, December 2007 => a consortium led by Columbia Capital M/C Venture Partners and Innova Capital acquires GTS Central Europe

MVNO/MVNE projects:

Poland, February 2008 => Penta Investments launches Mobilking

General legal framework for conducting telecommunications business EU Countries Transparent, consistent and stable telecommunications regulations in the EU countries based on the EU Regulatory Package 2002 Clear and simple terms of conducting telecommunications business: general authorisation for all activities except for the activities which require => individual authorisation – i.e. with regard to scar c e r e sources (frequenc i es, numbers)

EU Countries

Transparent, consistent and stable telecommunications regulations in the EU countries based on the EU Regulatory Package 2002

Clear and simple terms of conducting telecommunications business:

general authorisation for all activities except for the activities which require =>

individual authorisation – i.e. with regard to scar c e r e sources (frequenc i es, numbers)

General legal framework for conducting telecommunications business Market entry – clear rules governing granting and providing telecommunications access to networks and services Independent position of the National Telecommunications Regulators, which controls the telecommunications markets and may intervene in some cases Non- EU Countries Adjustment of laws to the EU Regulatory Package 2002 e.g. Balkan countries

Market entry – clear rules governing granting and providing telecommunications access to networks and services

Independent position of the National Telecommunications Regulators, which controls the telecommunications markets and may intervene in some cases

Non- EU Countries

Adjustment of laws to the EU Regulatory Package 2002 e.g. Balkan countries

Legal barriers to the investments Long proceeding s concerning the analysis of relevant markets and imposition of obligations on SMP-undertakings Strong position of incumbent operators (e.g. regarding access) Lack of competence of some National Telecommunications Regulators with regard to innovative projects e.g. MVNO o r MVNE projects Licences for telecommunications activities (non-EU countries)

Long proceeding s concerning the analysis of relevant markets and imposition of obligations on SMP-undertakings

Strong position of incumbent operators (e.g. regarding access)

Lack of competence of some National Telecommunications Regulators with regard to innovative projects e.g. MVNO o r MVNE projects

Licences for telecommunications activities (non-EU countries)

CMS and associated offices

THANK YOU FOR YOUR ATTENTION Andrzej Krasuski Tel.: +48 22 520 5629 Fax: +48 22 520 5556 E-mail: andrzej.krasuski@cms-cmck.com

THANK YOU FOR YOUR ATTENTION

Andrzej Krasuski

Tel.: +48 22 520 5629

Fax: +48 22 520 5556

E-mail: andrzej.krasuski@cms-cmck.com