Dave Mouncey Smith & Williamson Solomon Hare LLP Ralf Krüger/André Hollnagel CFH Cordes + Partner WP StB RA Hamburg/Germany CFH Cordes + Partner CORDES + PARTNER GMBH Nexia International Client Profile February 8, 2008 Smith & Williamson Solomon Hare

Reasons for choosing Nexia Brand awareness Local presence Reporting structures, network Responsibility for the client … Smith & Williamson Solomon Hare CFH Cordes + Partner CORDES + PARTNER GMBH February 8, 2008

Langley Holdings plc Claudius Peters Group Piller Group ARO Group Germany China France USA Spain Singapore Brazil India UK Romania Australia * France * USA Spain UK Germany * France USA Germany Belgium Spain * Mexico China * Sweden UK Total fees outside UK: appr. €750k Nexia fees: appr. €550k Smith & Williamson Solomon Hare CFH Cordes + Partner CORDES + PARTNER GMBH February 8, 2008

Langley Holdings plc – Global Presence Smith & Williamson Solomon Hare CFH Cordes + Partner CORDES + PARTNER GMBH February 8, 2008

Key Highlights – Year Ended 31 December 2007 Year ended 31 December 2007 €’000 Year ended 31 December 2006 €’000 Revenue493,852347,566 Non-recurring items(4,053)18,230 Pre tax profit56,73559,912 Net assets156,388128,062 Net cash99,74469,509 Orders on hand251,288188,245 No Employees2,4132,179 Smith & Williamson Solomon Hare CFH Cordes + Partner CORDES + PARTNER GMBH February 8, 2008

How does this work? (best practise) February 8, 2008 Smith & Williamson Solomon Hare CFH Cordes + Partner CORDES + PARTNER GMBH e. g. joint cooperation: - Smith & Williamson/Salomon Hare, UK (client relationship; lead manager) - CFH / Nexia Hamburg, Ger (local tax+ audit expertise).

1.Starting Point - British Investor bought a group engaging in the machinery industry (incl. a holding company and several subsidiaries operating worldwide and in Buxtehude, Ger - near Hamburg) Smith & Williamson Solomon Hare CFH Cordes + Partner CORDES + PARTNER GMBH February 8, 2008

a a Legal Structure Langley Holdings plc UK Claudius Peters Group GmbH Technologies GmbH Technologies S.A. (Italiana) srl. (Ibérica) S.A. Aerospace (dormant) (Americas) Inc.do Brasil Ltda.(Asia Pacific) Pte.Ltd. (China) Ltd. Projects GmbH Piller Group see next page Romania srl (Beijing) Machinery Services.Ltd CPVA GmbH (dormant) (UK) Ltd. CP India Pvt. Ltd. Smith & Williamson Solomon Hare CFH Cordes + Partner CORDES + PARTNER GMBH February 8, 2008

2. Services / tasks of CFH („Nexia Hamburg“) - CFH was appointed to being auditor of the German subsidiaries of the Langley Group - due to good circumstances, the group is performing excellently - Mr Langley being hungry for further investments - Nexia Hamburg was linking to a local M & A- company (without finding fees for Nexia) Smith & Williamson Solomon Hare CFH Cordes + Partner CORDES + PARTNER GMBH February 8, 2008

Smith & Williamson Solomon Hare CFH Cordes + Partner CORDES + PARTNER GMBH February 8, Acquisition of Piller Group -new target (group of companies) found as possible investment tasks for German Nexia companies: - consulting in special tax-issues in Germany - structuring the acquisition financed by equity (liquidity within German subsidiaries) with view to tax reasons

a a Legal Structure Claudius Peters Technologies GmbH Power Systems GmbH Inc.(UK) Ltd.Australia Pty. Ltd.France SAS.Italia SrlIberica S.L. Dynasine GmbH Smith & Williamson Solomon Hare CFH Cordes + Partner CORDES + PARTNER GMBH February 8, 2008

Smith & Williamson Solomon Hare CFH Cordes + Partner CORDES + PARTNER GMBH February 8, 2008 Conclusions of PillerAcquisition -enlargement of the auditing-mandate, reporting (generating profit) - tax issues becoming more and more complex (chance to create and to design in cooperation with Solomon Hare) -transfer pricing - financing matters (structured finance)

Smith & Williamson Solomon Hare CFH Cordes + Partner CORDES + PARTNER GMBH February 8, Next Acquisition ARO The Steps… -Investment developing excellently again -Investor interested in further investments -contact to M&A-company (by “Nexia Hamburg”) - tax and commercial due dilligence -new target found as possible investment

Smith & Williamson Solomon Hare CFH Cordes + Partner CORDES + PARTNER GMBH February 8, 2008 Conclusion of ARO Acquisition - mandate for tax and commercial due diligence in Germany (investor focused on highlights and quickness task performed by Nexia companies in time, investor can make the acquisition based on a price lower than the price offered by the competitors, because of the quickness in which the investor receives the information necessary and the quickness in his decision to buy) - new auditing mandates for Nexia companies worldwide -new chances for tax-consulting mandates - “desire” of the investor for further investments

Smith & Williamson Solomon Hare CFH Cordes + Partner CORDES + PARTNER GMBH February 8, Latest Acquisition Bradman Lake Group -Former Investment developing excellently again -Investor interested in further investments -M&A-company in Hamburg looking for new investment, finding new group of companies -unfortunately, the German subsidiary of the new group is not interesting (insolvency risk)

Smith & Williamson Solomon Hare CFH Cordes + Partner CORDES + PARTNER GMBH February 8, 2008 Final Result -note from Nexia Hamburg to the investor in brief form for commercial issues - investment with a right to cancel the contract for the German company - no further mandates in auditing for Nexia Hamburg but client happy, now paying attention to the legal structure of his former investments

Smith & Williamson Solomon Hare CFH Cordes + Partner CORDES + PARTNER GMBH February 8, 2008 “New” Tasks -transfer pricing worldwide - taxation of cascade 5% in german tax law -use of losses in the group - dissolving links of liabilities, minimizing risks - thinking of changing legal forms of the group -in order to avoid cascade-effect - trade tax becoming more important in Germany (after latest tax-reform)

Value of Nexia Protect existing clients Attract local clients Efficient international network Smith & Williamson Solomon Hare CFH Cordes + Partner CORDES + PARTNER GMBH February 8, 2008