1. 1 TMA Europe Conference Madrid, 8 June 2012 Will European Reforms put an end to UK Scheme Tourism? Panellists: Stephen Taylor, AlixPartners (London, UK) Matthias Beck, Ernst & Young (Frankfurt, Germany) Céline Domenget Morin, Bremond & Associés (Paris, Fance) Adrián Thery, Garrigues (Madrid, Spain)

2. 2 TMA Europe Conference Madrid, 8 June 2012 Outline of recent reforms in France Fast Track Safeguard – the French pre-pack regime Why was reform required? Fast Track Safeguard improves the efficiency of Safeguard proceedings by combining them with Conciliation proceedings thereby creating a true „pre-pack“-regime Effects limited to financial creditors Applies to Conciliation proceedings opened from March 2011 Approval periods for creditors and the court significantly reduced How has the new Safeguard procedure been accepted in practice?

3. 3 TMA Europe Conference Madrid, 8 June 2012 Outline of recent reforms in Spain Why was reform required? Acuerdo de Refinanciación –Fast track refinancing tool providing for cram-down features –However limited to deferrals (no haircuts) and to unsecured creditors Propuesta Anticipada de Convenio (PAC) –Allows for a pre-agreed arrangement to be sanctioned by the court if approved by 51% of the creditors in value –Process can be consummated within 3-6 months

4. 4 TMA Europe Conference Madrid, 8 June 2012 Outline of recent reforms in Germany Why was reform required? Insolvency law reform (ESUG) in force since March 2012 with multiple restructuring friendly amendments to the existing regime including –Formation of preliminary creditors‘ committee with influence on the selection of the officeholder –Debtor in possession status (also during preliminary insolvency proceedings) designed as a general rule rather than exception –„Protective Shield Proceedings“ combined with debtor in possession status –Impairment of shareholder rights allowing for a debt-to-equity swap –Limitation of right of appeal against the insolvency plan Have there been recent situations where the new rules were adopted?

5. 5 TMA Europe Conference Madrid, 8 June 2012 Can European (pre-insolvcency) restructuring tools keep up with a UK Scheme? Yes, upon application of the debtor the court orders that the debtor incurs administrative expenses (Masseverbindlichk eiten). ARF: 50% claim against the estate, 50% generally privileged claim PAC: 100% claim against the estate No No, but security can be granted in respect of new money subject to assets being available DIP Financing available? Yes / majority in value and number of each class (cram down of classes possible) Yes, shareholders constitute separate class(es) which can be crammed down. Yes, upon application to the court and post- reform available also during preliminary insolvency and in particular “protective shield proceedings” Yes upon opening of formal insolvency proceedings or after filing per court order No genuine moratorium in “protective shield proceedings” No statutory pre- insolvency proceedings available but “protective shield proceedings” available plus fur- ther restructuring- friendly amendments Approx between 3-6 months from start of drafting of the insolvency plan Germany Insolvency Plan Proceedings (post ESUG-reform) ARF: between 1-2 months PAC: between 3-6 months Yes for ARF: 60% of creditors in value (quorum of 75% of total financial indebtedness) but no cram-down in respect of secured creditors for PAC: 50.1% of creditors in value Yes, except for compulsory insolvency proceedings initiated by a creditor No, only upon the opening of bankruptcy proceedings Yes Spain Acuerdo de Refinanciación (ARF) and Propuesta Anticipada de Convenio (PAC) PdSa: Approval periods limited to 8-15 days (creditors) and 1-2 months (court) PdS: Yes if > 150 employees and turnover > EUR 20m / consent of 66 2/3 in three classes PdC: No Yes PdS: Yes, for a period of max. 6 months PdC: No, but third party insolvency filings excluded Yes France Procédure de Sauvegarde (accelérée) (PdS / PdSa) and Procédure de Conciliation (PdC) Minimum of 2-4 months Yes / 75% in value and for SoA in addition majority in number of each class No, only in combination with administration proceedings or the enforcement of share security Yes, but excluded in administration proceedings No, unless used in administration proceedings Yes UK Scheme of Arrangement (SOA) Duration Cram down available / Required majorities? Impairment of shareholder rights possible? Debtor in Possession available? Moratorium (automatic stay) available? Pre-insolvency proceeding? Feature Jurisdiction No

6. 6 TMA Europe Conference Madrid, 8 June 2012