1. © 2005 KPMG LLP, the UK member firm of KPMG International, a Swiss cooperative. All rights reserved. The KPMG logo and name are trademarks of KPMG International. The Role of Trustees in EC Competition Law David Davies COMPETITION ADVISORY

2. 2 Overview Implementation  Team required  Key initial actions Possible problem areas Key learning points

3. 3 Implementation – the team may include... Board Senior Management (businesses retained) Key shared services personnel Group IT personnel The Steering Group Head of Legal Director M&A Senior business executive External competition lawyers Hold Separate Manager Divestment Business A IT Legal Other operational executives Divestment Business B Hold Separate Manager IT Legal Other operational executives

4. 4 Implementation – overview of first two periods Indicative timings for larger merger Week 1Week 2Week 3Week 4Week 5Week 6Week 7Week 8 Kick off meetings Trustee briefings and site visits Hold separate / viability / carve-out proposals Implement hold separate / viability / carve-out actions Divestment process - Monitoring Trustee’s monthly reporting - Parties’ divestment reporting

5. 5 Implementation – initial divestiture actions Consider appointing investment advisers Preparing Information Memorandum, bidding instructions, data room, etc Identifying / contacting prospective purchasers Planning / starting ‘carve-out’ activity – eg allocation of personnel, asset splitting, et Agreeing reporting responsibilities

6. 6 Implementation – initial viability issues The performance of the Divestment Business against agreed strategy and business plan Key customer, supplier and other contracts R&D and capital expenditure programmes Key shared services Retention / incentivisation of Key Personnel Regulatory compliance

7. 7 Implementation - hold separate / ring-fencing Appointing / briefing Hold Separate Manager(s) Sending employee briefings / notifications Reviewing reporting lines, roles and responsibilities Content / circulation of management info’ Identifying and reviewing services provided to the Divestment Business Preparing and signing confidentiality agreements Reviewing physical separation / access controls

8. 8 Implementation - IT hold separate / ring-fencing Identifying relevant IT personnel and infrastructure Briefing Trustee’s team on IT infrastructure Determining list of authorised users Limiting access to Divestment Business data Agreeing appropriate access controls and / or signing confidentiality agreements

9. 9 Possible problem areas - divestiture No suitable purchaser Extensions of time limits Insufficient information to demonstrate compliance with the Purchaser Requirements

10. 10 Possible problem areas - other Differences between EC and FTC requirements Disputes - extent of Trustee’s powers Partial relaxation of commitments needed

11. 11 JV dissolution scenario Merger C 49% 51% & Lead Operator European JVs A B

12. 12 Implementing hold separate arrangements 49% 51% & Lead Operator European JVs A B C Merger integration activity

13. 13 B Maintaining viability 49% 51% & Lead Operator European JVs AC Merger integration activity

14. 14 A Enabling merger integration 49% 51% & Lead Operator B C European JVs Filtered data Merger integration activity

15. 15 A Dissolution and merger integration completed Corp A JV business fully integrated JV business fully integrated Merged B&C

16. 16 Key learning points... Prior to making commitments, consider the practicalities of implementing them Early nomination of Trustee and planning Identification and briefing of team members Open and constructive dialogue with Trustee to plan and implement the commitments Strong ongoing project management ‘No surprises’ approach with the Commission

17. Questions

18. 18 Contact details David Davies Head of Competition KPMG Forensic 20 Farringdon Street London EC4A 4PP Email: davidfa.davies@kpmg.co.uk Tel: +44 (0) 20 7311 3804 Fax: +44 (0) 20 7311 3630