The below translation is made by PricewaterhouseCoopers using the official Romanian version of the law as published in the Official

Gazette. Not being an official translation, PricewaterhouseCoopers expressly disclaims any liability or obligation of any kind to any person in respect of any consequences resulting from any reliance on the content of this translation.

RESOLUTION 529 of 30 May 2007 to approve the Procedure for issuance of individual advance tax rulings and of advance pricing agreements ISSUING AUTHORITY: THE GOVERNMENT OF ROMANIA PUBLISHED IN: THE OFFICIAL GAZETTE, issue 395 of 12 June 2007 Pursuant to art. 108 of the Romanian Constitution, republished, and pursuant to art. 42 par. (9) and (12) of Governmental Ordinance 92/2003 on the Fiscal procedural code, republished, as subsequently amended and supplemented, the Romanian Government hereby adopts this resolution. ART. 1 The Procedure for issuance of individual advance tax rulings and of advance pricing agreements, as stipulated in the appendix which is an integral part of this resolution, is hereby approved. ART. 2 Upon entry into force of this resolution Governmental Resolution 2.164/2004 on the approval of the Criteria and documents required for issuance of individual advance tax rulings, published in the Romanian Official Gazette, Part I, issue 1.194 of 14 December 2004, is repealed. PRIME-MINISTER CLIN POPESCU-TRICEANU

On behalf of Minister of Economy and Finance, Doina-Elena Dasclu, Secretary of State Bucharest, 30 May 2007. issue 529.

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APPENDIX 1 THE PROCEDURE for issuance of individual advance tax rulings and advance pricing agreements CHAPTER 2 The procedure for issuance of advance pricing agreement ART. 13 The advance pricing agreement defined in Governmental Ordinance 92/2003, republished, as subsequently amended and supplemented, is referred to as agreement. ART. 14 Taxpayers engaged in related party transactions, defined pursuant to Law 571/2003 on the Fiscal code, as subsequently amended and supplemented, can request the issuance of an agreement. ART. 15 The agreement can be amended at the request of the taxpayer. ART. 16 (1) Prior to submitting a request for issuance / amendment of an agreement and the documentation, a taxpayer can request in writing to the National Agency for Tax Administration a preliminary discussion to establish the future facts with a view to entering into an agreement or, as the case may be, the terms for amending an agreement. (2) The request for the preliminary discussion must include information on the identification data of the taxpayer and of its legal representative, as well as sufficient information on the topic of the discussion. (3) The National Agency for Tax Administration must notify in writing the taxpayer on the date, time, location and the name of the attendees to the preliminary discussion. ART. 17 (1) The submission of a request for issuance / amendment of an agreement is conditioned upon the payment, in RON currency, of the issuance / amendment fee, as follows: a) for large taxpayers: - the agreement issuance fee is EUR 20,000, at the exchange rate released by the Romanian National Bank (BNR) on the payment date; - the agreement amendment fee is EUR 15,000, at the exchange rate released by BNR on the payment date; b) for the other categories of taxpayers: - the agreement issuance fee is EUR 10,000, at the exchange rate released by BNR on the payment date. Where the consolidated value of the transactions covered by the agreement exceeds the RON equivalent of EUR 4 million, at the exchange rate released by BNR on 31 December of the fiscal year to which the report on how the terms and conditions of the agreement are met refers, or where the taxpayer

The below translation is made by PricewaterhouseCoopers using the official Romanian version of the law as published in the Official Gazette. Not being an official translation, PricewaterhouseCoopers expressly disclaims any liability or obligation of any kind to any person in respect of any consequences resulting from any reliance on the content of this translation.

is listed among the large taxpayers category while the agreement is valid, the issuance fee is as stipulated in letter a); - the agreement amendment fee is EUR 6,000, at the exchange rate released by BNR on the payment date. Where the consolidated value of the transactions covered by the agreement exceeds the equivalent of EUR 4 million, at the exchange rate released by BNR on 31 December of the fiscal year to which the report on how the terms and conditions of the agreement are met refers, or where the taxpayer is listed among the large taxpayers category while the agreement is valid, the issuance fee is as stipulated in letter a); (2) The consolidated value of the transactions covered by the agreement is determined on the date of submission of the report on how the terms and conditions of the agreement are met. (3) The issuance / amendment fee difference, where appropriate, must be paid on the date of submission of the report on how the terms and conditions of the agreement are met when findings show that the threshold is exceeded or the taxpayer is listed among the large taxpayers, pursuant to par. (1) letter b). ART. 18 Failure to pay the issuance / amendment fee difference entails annulment of the agreement. ART. 19 (1) The request for issuance of an agreement must include the identification data of the taxpayer, of the legal representative and future facts for which the issuance of the agreement is sought. The application is to be accompanied by the related documentation for the related-party transaction/s on which the agreement is sought, and by the proof of payment of the issuance fee. (2) For purposes of being issued an agreement, the taxpayer, by way of documentation, submits with the National Agency for Tax Administration a proposition on the calculation method of the transfer prices to be used. (3) An agreement is used to determine the transfer pricing method of calculation pursuant to Law 571/2003, as subsequently amended and supplemented. ART. 20 The documentation for issuance of an agreement must include at least the following information: a) the organisational, legal and operational structure of the group, including shareholding, history and financial data; b) a general description of the group business, business strategy, including changes in the business strategy as compared to the preceding fiscal year; c) description of the implementation of the transfer pricing methodology within the group, if any; d) overview of the related-party transactions: - flows of transaction; - invoice flows; - amount of transaction flows; e) a general description of the functions and risks undertaken by related parties, including changes as compared to the preceding year;

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f) presentation of ownership of intangibles within the group (patent, name, know-how etc.) and royalties paid or cashed; g) detailed presentation of the transactions, products, deals or agreements to be covered by the agreement; h) comparability analysis: - specifics of the goods or services; - functional analysis (functions / roles, risks, fixed assets used etc.); - contractual terms; - economic circumstances; - specific business strategies; i) presentation of information on comparable domestic or foreign transactions; j) critical assumptions liable to affect the transfer price of the transaction or the validity of the agreement; k) related parties and their permanent establishments involved in such transactions or agreements; l) foreign authorities which were requested to participate in the issuance of the agreement, for bilateral or multilateral agreements; m) a description of the proposed transfer pricing methodology, and its selection criteria respectively; n) the period to be covered by the agreement; o) description of other conditions regarded as relevant for the taxpayer; p) sworn statement confirming that the information in the request and documentation is accurate; r) sworn statement of the taxpayer confirming that there is no fiscal, administrative or judiciary procedure in progress in the submitted case on which the issuance of an agreement is sought. ART. 21 (1) Three copies of the documentation for an agreement issuance / amendment must be submitted. Any documents in foreign languages must be accompanied by their Romanian version validated by certified translators. (2) The documentation lodged must be filed, with pages numbered and accompanied by a summary of contents. (3) The documentation available in electronic format must be conveyed in an accessible format, agreed with the tax administration. (4) Where the taxpayer subsequently supplements the documentation with additional elements, including cases where an agreement amendment request is lodged, such applications must be accompanied by references to the related documentation, as the case may be. ART. 22 Depending on the circumstances of each specific case, taxpayers must provide further information to the tax administration, when so requested. ART. 23 (1) The request for issuance / amendment of an agreement is denied where:

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a) the documentation does not include sufficient information to substantiate the terms and methods for determining transfer prices; b) there is a fiscal, administrative or judiciary procedure in progress in the submitted case; c) a taxpayer submitted erroneous information in the documentation; d) the request and the documentation were not lodged pursuant to art. 21 and 22 or they were not corrected-supplemented, after submission, pursuant to the mentioned provisions; e) a taxpayer failed to produce the proof of payment of the fee for issuance / amendment of the agreement. (2) Denied requests are to be notified in writing to taxpayers by the National Agency for Tax Administration, within 15 days from making the rejection decision. ART. 24 The agreement is to include the following elements: a) designation of the issuing tax authority; b) the identification data of the taxpayer, beneficiary of the agreement; c) the date of issuance and the date of entry into force; d) the object of the agreement; e) the identification data of the related parties to be covered by the agreement; f) the terms and conditions of the transactions which is the object of the agreement; g) a description of the methodology for calculation of the approved transfer prices and related elements; h) the critical assumptions on which the transfer pricing calculation methodology relies. The critical assumptions, for purposes of this procedure, are all the elements which lead to a certain method of calculation of transfer prices; i) the validity period of the agreement; j) the reasons in fact; k) the reasons in law; l) specific references to the option to have the agreement amended, extended, or references to the termination terms of the agreement; m) the specification that the agreement issued takes effect only for the applicant and for the cases for which it was issued. ART. 25 (1) While the agreement is valid, it can be amended by extending its validity, by extending or amending it, as appropriate, at the request of the title holder of the agreement, by means of an application lodged to this aim. The agreement validity can be extended when the taxpayer so requests, providing that the same terms and conditions are in place. The extension may be granted when the taxpayer requests to have other related party transactions included in the signed agreement. The amendment may be granted when circumstances and facts which were not stipulated or were inaccurately provided for upon the issuance of the agreement occur and which may influence the terms and conditions of the agreement. (2) The request for amendment of the agreement is submitted with the National Agency for Tax Administration and must include the identification data of the taxpayer, of its legal representative,

The below translation is made by PricewaterhouseCoopers using the official Romanian version of the law as published in the Official Gazette. Not being an official translation, PricewaterhouseCoopers expressly disclaims any liability or obligation of any kind to any person in respect of any consequences resulting from any reliance on the content of this translation.

reference to the agreement to be amended and the elements entailing the amendment thereof. The request must be accompanied by the documents related to the elements entailing the amendment of the previous agreement and the proof of payment of the amendment fee. (3) The agreement may also be amended at the request of the National Agency for Tax Administration, with the approval of the taxpayer. ART. 26 The agreement issued may be unilateral, bilateral or multilateral. The unilateral agreement is issued by the relevant Romanian authority. The bilateral or multilateral agreement is jointly issued by the relevant Romanian authority and the relevant tax authorities from the states within the jurisdiction of which the related parties of the applicant are located. The bilateral/multilateral agreement may be issued only for transactions with taxpayers originating from countries with double tax treaties in place with Romania. To this aim, the provisions of the article "Amicable procedure" stipulated in the double tax treaties are to apply. ART. 27 The agreement is issued for a period of maximum 5 years. By way of derogation, agreements may be issued for an extended period, for long-term contracts. ART. 28 The agreement takes effect only for the future, starting with the fiscal year following the year when the transaction is performed. By way of derogation, the agreement may also apply in the fiscal year when the request is submitted or the agreement is issued, providing that: a) this provision is expressly stipulated in the agreement; b) the request is submitted before performing the transaction on which the agreement is sought. ART. 29 (1) The agreement is opposable and mandatory to the tax authorities only if the terms and conditions thereof are met by the taxpayer. Conversely, the agreement is no longer valid starting with the fiscal year when the terms and conditions thereof are no longer met. (2) The termination of the validity is to be notified by the relevant Romanian authority to the relevant authority from the states which were parties to the agreement, for multilateral agreements.

ART. 30 (1) The taxpayer that is also the titleholder of an agreement must submit with the issuing authority on a yearly basis a report on how the terms and conditions of the agreement are met in the reporting year, including also the consolidated value of the transactions covered by the agreement in the reporting year. The report must be submitted within the deadline stipulated by law for the submission of the annual financial statements. (2) Failure to submit the annual report entails annulment of the agreement.

The below translation is made by PricewaterhouseCoopers using the official Romanian version of the law as published in the Official Gazette. Not being an official translation, PricewaterhouseCoopers expressly disclaims any liability or obligation of any kind to any person in respect of any consequences resulting from any reliance on the content of this translation.

ART. 31 The report on how the terms and conditions of the agreement are met must be structured as follows and must include: 1. Identification of the agreement, with the following information: a) the related parties covered by the agreement; b) the validity period of the agreement; c) the date of entry into force of the agreement; d) whether the agreement is amended, in any way, and the identification of the previous agreement; e) any element of the agreement which was amended as compared to the initial element. 2. Notes, to identify, describe, analyse and explain the following: a) differences between the operational model of the taxpayer (positions, risks, markets, contractual terms, economic conditions, services, goods) in the reporting year, and the operational model of the taxpayer described in the request for agreement respectively. If there are no such differences, the following information must be mentioned; b) differences between the accounting methods and records in the reporting year and those in place upon the submission date of the request for agreement. If there are no such differences, the following information must be mentioned; c) identification of any element entailing the failure to meet the critical assumptions, as well as the specific critical assumptions of the agreements which were affected. New elements entailing the identification of new critical assumptions which may affect the agreement. If there are no such elements, the following information must be mentioned; d) any amendment related to the listing of the taxpayer under a certain category in the reporting year. If there are no such amendments, the following information must be mentioned; e) information on exceptional transactions, namely compensations, annulment of transactions, partial write-offs etc. in the reporting year. Such information must include at least the amount, the reason, the type of transaction (expense, income, loan, share capital etc.), the analysis of the financial impact; f) financial statements or any financial and accounting details related to the reporting year, to support the enforcement of the agreement, certified by a public accountant; g) financial statements or any financial and accounting details related to the reporting year, to support the enforcement of the agreement, with sufficient details to enable the National Agency for Tax Administration to verify the calculation method of the transfer prices; h) worldwide update of the organisational structure of the related parties, to reflect the shareholding, the shareholders names, related to the transactions covered by the agreement; i) other elements regarded as relevant by the taxpayer. ART. 32 When the agreement is no longer valid due to amendments of the legal provisions of the tax law pursuant to which the decision was taken, the taxpayer may request the amendment thereof by submitting a request to this aim. Any request for agreement amendment must be accompanied by the submission of additional data and documents related to the legal provisions in force upon the issuance date, as further amended.

The below translation is made by PricewaterhouseCoopers using the official Romanian version of the law as published in the Official Gazette. Not being an official translation, PricewaterhouseCoopers expressly disclaims any liability or obligation of any kind to any person in respect of any consequences resulting from any reliance on the content of this translation.

CHAPTER 3 Transitional and final provisions ART. 33 The validity of the issuance of individual advance tax rulings and agreements terminates upon the entry into force of the amendments to the legal provisions of the tax law pursuant to which they were issued. ART. 34 The fees for the issuance of an individual advance tax ruling and/or agreement must be paid into bank account no. 20.33.01.29 of the National Agency for Tax Administration, IBAN RO56TREZ70020330129XXXXX, opened at the Bucharest operational Treasury office. ART. 35 A taxpayer must respond to the requests for information also when such information does not directly result from the preparation of the financial and accounting records. ART. 36 A taxpayer must respond to the requests for information also when such information refers to its related parties. ART. 37 The requests for issuance of individual advance tax rulings or for issuance / amendment of agreements may be denied by the National Agency for Tax Administration, further to the analysis of the related documents and in cases other than those stipulated in art. 10 and 23, when findings show that these do not cover aspects that need to be clarified under the conditions stipulated in art. 42 of Governmental Ordinance 92/2003, republished, as subsequently amended and supplemented, and in this procedure. Such decision must be notified in writing to the applicant. ART. 38 The issuance terms of the individual advance tax ruling or of the agreement are suspended for the period when the fiscal authority requests additional data for purposes of clarifying the situation subject to the request.

ART. 39 A copy of the individual advance tax ruling and/or of the agreement is to be conveyed by the issuing authority to the tax authority in charge with the administration of the applicant. ART. 40 Individual advance tax rulings and the agreements must be approved by order of the president of the National Agency for Tax Administration.

The below translation is made by PricewaterhouseCoopers using the official Romanian version of the law as published in the Official Gazette. Not being an official translation, PricewaterhouseCoopers expressly disclaims any liability or obligation of any kind to any person in respect of any consequences resulting from any reliance on the content of this translation.

ART. 41 The requests for issuance of individual advance tax rulings submitted to the Central Fiscal Commission until the date of entry into force of this resolution must be processed according to this procedure. ART. 42 (1) The requests for issuance of individual advance tax rulings submitted and not processed until the date of entry into force of this resolution must be supplemented according to this procedure. (2) By way of derogation from par. (1), the requests submitted in the period between the date of entry into force of Governmental Ordinance 35/2006 to amend and supplement the Governmental Ordinance 92/2003 on the Fiscal procedural code and the date of entry into forces of this procedure and which are not processed, must be re-submitted according to this procedure, by paying the issuance fee.