Due Diligence Documents

XYZ Company (« XYZ »)

A- XYZ corporate documents and files

1- XYZ by-laws;
2- XYZ certificate of registration;
3- Up-to-date copy of XYZ by-laws and commercial circular;
4- copy of XYZ constituent general assembly of shareholders minutes of meeting;
5- copy of the first board of directors minutes of meeting;
6- copy of the declaration of XYZ beginning of activities;
7- copy of the registration of XYZ at the Ministry of Finance;
8- copy of the shares registers and the shares certificates, evidencing the shares form and
owner, and any eventual encumbrances thereon;
9- copy of all minutes of the ordinary and extraordinary general assemblies of shareholders
meetings;
10- copy of all minutes of board of directors meetings;
11- copy of all transfer of shares agreements;
12- copy of minutes of shareholders meetings relating to the issuance by XYZ of bonds/notes;
13- copy of the general assemblies of bondholders/note holders minutes of meetings;
14- copy of all shareholders agreements;
15- copy of all shareholders loans;
16- copy of all agreements relating to voting rights attached to shares;
17- copy of all agreements restricting shares transfers;
18- copy of all agreements creating any charges and encumbrances on the shares;
19- copy of the board of directors and auditors reports;
20- list of affiliates (subsidiaries, branches, etc.) to XYZ;
21- list of the current officers and directors of XYZ and its affiliates;
22- list of jurisdictions in which XYZ and/or its affiliates do business.

B- XYZ operational documents

1- Copy of all material undertakings, agreements, and encumbrances executed by and

between XYZ and banks, financial institutions, clients, brokers, foreign companies and any
third party, and related to XYZ object, or concerning its movable and immovable assets
and/or debts (for the purpose of this section, “material” shall mean acts of a certain
importance, such as, inter alia, those involving amounts equal to or in excess of
US$25,000);
2- copy of all agreements regarding the sale of assets by XYZ;
3- copy of all partnership and joint venture agreements to which XYZ is a party;
4- copy of the loans/facility agreements entered into by XYZ, as well as all complementary
documents;
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5- copy of all guarantees given to and/or by XYZ;
6- copy of the stocks-in-trade owned and/or exploited by XYZ and of the certificates of
registration pertaining thereto with the Trade Register;
7- copy of all non-compete and non-disclosure agreements.

C- XYZ real estate

1- Copy of ownership deed of all real estate/buildings owned by XYZ;

2- copy of all real estate sale and purchase agreements;
3- copy of rental and/or mortgage agreements relating to real estate/buildings for XYZ;
4- copies of all authorizations, if any, granted by the Council of Ministers to acquire and/or
rent real estate/buildings pursuant to the Law enacted by decree n. 11614 dated 4 January
1969 (as amended);
5- copy of all exploitation licenses, building’s permits and authorizations;
6- recent real estate attestation for each of the above real estate/buildings;
7- recent urban planning attestation for each of the above real estate/buildings;
8- if real estate/building is occupied by third parties, title for occupation;
9- all agreements related to said real estate/buildings.

D- Employees documentation

1- Number of employees and all relevant information concerning their registration at the
NSSF;
2- copy of XYZ internal regulations;
3- special schemes or benefits to employees;
4- copy of any stock option agreements.

E- Insurance

1- Copy of all insurance policies related to movable and immovable assets, employees, and third
party liability;
2- list of claims made against insurers with an indication of whether and why coverage was
accepted or denied and the reason therefor.

F- Litigation

1- List of all pending and/or threatened lawsuits, administrative and arbitration proceedings
in which XYZ is party, with a briefing and an update of these lawsuits signed by XYZ
lawyer;
2- updated list of all pending or threatened claims and/or summons from or against XYZ.
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G- Accounting and Tax matters

To be handled by the Auditors.