Stages to organize funding

Before diving into the process and taking the actions under the Stage 1, You may wish to send us a brief Opening message, letting us know who You are and what You have in mind. We will analyze the information received and give You our response, suggesting further appropriate in Your situation steps. The response will be given at our discretion by e-mail, or by phone, specified in Your message.

Please, prepare and furnish us with the Set of Primary Documents, which should consist of the following essential source information:

• Description and forecast of the planned project

  (About 5 typewritten pages)

• Cash Flow of the project

  (Movement of money into and out of the project in the form of an aggregated calculation)

• CVs of leading specialists and managers of the planned project

  (As confirmation to the financing party that the project is being handled by knowledgeable and experienced professionals)

• Ownership of land (where appropriate, i.e. long-term lease, etc.)

  Confirmation of the right to a land plot allocated for the project

FMC (as the Agent) and the newly established Polish Company (or other Structure) of the Client (as the Principal) sign the Agency Agreement for organizing financing/attracting investments. Under this Agreement the Agent on a paid basis undertakes to organize financing (attract investment) for the Principal's project.

An unconditional provision of the signed Agency Agreement is the execution by the Principal of a One-off payment to the account of the Agent. It is essential for the Agreement's entry into force and for the fulfillment by the Agent of the obligations to organize financing.

The One-off payment is intended to cover the expenses incurred and foreseen by the Agent for the organization of financing and for the complex support of the Principal (the Agent's expenses related to the direct work with a particular Investor (s), with respect to the previously approved for consideration Principle’s project, including, among other things, flights, hotel accommodation, meals, preparation and translation of documents and materials, expenses on representation, legal support, etc.), as well as preparation and holding by the Agent of the Project’s Presentation for the Investor. The One-off payment, received by the Agent, is a guarantee of return of the costs incurred by the Agent when arranging financing. The Agreement also specifies cases when the Agent returns a partially or completely unused amount of the One-off payment.

According to the signed Agreement, the Agent's Remuneration (agreed percentage from the amount of attracted capital) will be reduced by the amount of the One-off payment.

After studying and analyzing the received Primary Documents, FMC is to conduct the Due Diligence and Mandatory Preaudit, to be made at the site of the proposed investment (at the expense of the Client).

FMC representative visits the Client and the site of the future investment, going through all available documentation, related to the project under discussion. It is important that FMC representative gets access to the site of the future construction and has an opportunity to take pictures of the site and the surrounding area (where applicable), adding to that the copies of the documents, confirming allocation of the plot of land. Provision of the latter enhances prospects of success, when all is examined by Investor/Fund.

Based on the findings of stages 1-2 FMC prepares and forms an Introductory Package for the Investor, containing:

• Set of Primary Documents

• Photographs, taken at the site of the proposed investment

• Preaudit Protocol

• Concise Characteristic of the investment (prepared by FMC)

Upon completing in full, this Introductory Package is handed over by FMC to the Investor/Fund for consideration. Within a few days the Client is provided (through FMC) an Investor/Fund's consent or refusal to examine now the official Request for the funds, which from now can be proceeded to the Fund/Investor only through the Client's Polish company.

Please notice:

The Due Diligence and Mandatory Preaudit are executed by the FMC Representative (FMCR) entirely at the expense of the Client, which involves provisioning and supporting by the Client of every aspect of the FMCR’s visit of the Client’s country, offices, premises, sites, etc., related to the planned project. This includes, among other, flights, transfers, hotel accommodation, meals and any other expenses in the territory of the planned project.

The Company registration is carried out on a turnkey basis through the Law Firm, accredited by the Investor. This trusted Firm will prepare for Client a complete set of statutory and other registration documents, in accordance with the Investor's requirements and in compliance with all norms and regulations of the law. In a way, the Law Firm acts as guarantor of the Company's exclusive readiness to receive investments.

For the purposes of Company registration in Poland, the Client provides the Law Firm with all necessary documents and information (can be done electronically).

The Law Firm will need 3 days to prepare all necessary documents and a notarial deed, as well as to approve the statutory translator, required when signing the notarial deed.

The personal presence of the Company's managers will be required only at the bank, when receiving the codes of accounts and signing the necessary bank documents.

The Company registration procedure may take about 30 days.

In order to save time, the Client may wish to start the Company registration earlier (in parallel with accomplishing the Stage 1, for instance).

The experts and analysts of FMC, under the separate Agreement with the Principal (or Client, if done on earlier stages) on a paid basis, will develope a feasible Business Plan, including the Financial model, and a Presentation on its basis. The work is done in close consultation with the Client, who provides all necessary and available data and materials in accordance with the questionnaire, developed and furnished by FMC.

FMС carries out its own comprehensive and systematic analysis of the market and the Client's specific business, relying on public sources of information, as well as on analytical materials and studies offered for a fee (if necessary). As a basis for financial and economic calculations, FMC takes the initial data of the particular region under consideration. The costs for feedstock, materials, equipment, transportation, etcetera are clarified from real suppliers, contractors and from reliable sources of information.

Thus, the Client receives a Business plan, developed on behalf of His Polish company, for His particular project, to be implemented on His specific territory. By structure and content, the Business plan is developed in compliance with the UNIDO standards and in accordance with the expectations and requirements put forward by the Investors and Funds we cooperate with.

Upon approval by the Client, FMC, under the signed Agency Agreement, will make a presentation, introducing the developed works to the Fund/Investor.

The prior Investor/Fund's consent to support the Client's project was received at earlier stages, under the certain conditions and requirements, put forward by the financing party. And among the fulfilled essential requirements was this: establishment of a structure in Poland, through which the Client does and will manage every official actions and aspects of the preparation for financing; to which the Client will receive the approved funds and through which will implement the project/investment as a whole.

Coming to this point, namely the Stage 6 of our relative list, means that the parties have agreed, in general, to combine the efforts to realize the investment. It is now the time for FMC to assist in settling the rest of the issues and to coordinate the drawing up of the Investment/Credit Contract with the parties.

Therefore, the aim of this stage is to prepare the Investment/Credit Contract between the Principal (Client's Polish company) and the Fund/Investor for signing.

It stands to reason that each party of the signed Contract is fully interested in the implementation of the project, and therefore the following unconditional provision, set forth by the financing party, should make no obstacle for not agreeing to the offered scheme of receiving funds.

Along with the conclusion of the Investment/Credit Contract, the Investor’s Representative temporarily — for the period of the project’s realization — enters the composition of founders of Your Polish Company, with the share of up to 40%, becoming a member of the board and an Appointed Director of the Company. This will allow the Fund's Representative to exercise control over the expenditure of funds. Being assigned to the position of an Appointed Director with the power to countersign (second signature), the Representative is not taking part, however, in the corporate governance.

The Appointed Director performs his functions only until the full return of funds by the Company, within the framework of the Investment/Credit Contract. After full settlement with the Investor, the Representative of the latter withdraws from the founders of the Company with the full return of shares to the shareholders.

After signing of the Contract, the interaction is held directly between banks and Your Polish Company (the bank on the Investor’s side, carrying out the transfers of funds/credits, and the bank, servicing the Company, ensuring the reimbursement of the credit).

The transfer of the first tranche of the funds shall be executed within 30 days after the signing of the Investment/Credit Contract. Credit is granted in full in accordance with the approved schedule and in line with the project's Business Plan.