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TERMS OF REFERENCE

Regional: Industry Expert for the Automotive Sector

1. Background

The automotive industry plays an important role in the economies of the Countries of Operation ("COOs") of the European Bank for Reconstruction and Development (the “EBRD” or the “Bank”), especially in Central and Eastern Europe (Poland, Slovakia, Hungary, Romania), Turkey and Morocco .

EBRD has a significant portfolio in the automotive sector and has provided financing to Original Equipment Manufacturers(“OEMs”) and global and local suppliers in its COOs. EBRD intends to increase the automotive portfolio by providing further financing via loans and equity to companies in the automotive sector that represent sound banking propositions, have strong economic fundamentals and are financially viable. Any financing projects would also have to comply with good corporate governance, high environmental, social and health criteria and make a visible contribution to the transfer of skills and competences and employment to the local economies in the COOs.

2. Objectives

The Bank wishes to engage a Consultant (the “Consultant”)who will bring extensive know-how of the sector to assist the EBRD in developing further its role in financing the automotive sector in its COOs. This would include financing via loans or equity OEMs and global or local tier-one and tier-two suppliers in particular in those countries of operations where the automotive “clusters” are being established (the “Assignment”).

The Consultant’s objectives under the Assignment are to:

a) Summarize the Bank's already existing knowledge of the automotive industry and to develop this knowledge by strengthening the Bank's understanding of the industry structure and value chain composition;

b) Provide a regular update on the main developments in the automotive industry both worldwide and in the COOs, including preparation and regular update of the automotive market outlook and to assess the likely impact on the Bank's existing portfolio and pipeline projects in the sector. This will include mapping of the industry in countries of operations of the EBRD in particular where automotive clusters are being established;

c) Agree and implement with the EBRD team a business development strategy for the automotive industry, in particular, targeting companies in the sector in Western Europe, North America and Asia that have an interest in investing in the EBRD COOs as well as local companies in the COOs;

d) Implement the Bank’s business development strategy by establishing a dialogue with international and local companies in the sector, relevant consultants and co-financiers (when requested by EBRD);

e) Evaluate projects in the sector by providing effective scrutiny and advice at various stages in the EBRD's approvalprocess including travelling for due diligence together with the EBRD team(s).

3. Scope of Services

The Consultant shall perform the following tasks under the Assignment:

Project related-work:

The Consultant will work together with the EBRD Banking/ Project team to:

a) Screen projects in the automotive sector at an early stage and provide preliminary opinions/reports on the viability of the financing to be provided by the EBRD;

b) If the project passes the screening phase, participate in the due diligence meetings at the company site and prepare reports on the technical and market positioning of the client;

c) Participate in client meetings and / or EBRD internal meetings, together with theEBRD Operation Leader (the “EBRD OL”) and in support of Bank staff, including but not limited to Credit Committee meetings to give his/her views on the market, client, product and viability of the project;

d) Attend client or internal EBRD staff meetings together with theEBRD OL or other Bank staff to monitor the existing portfolio of projects;

e) As required, prepare and present in memo format the main conclusions and findings of reviews and field visits.

Industry and business development related-work:

The Consultant will work together with the EBRD Banking/ Project team to:

a) Assist the Bank in understanding the changes and new trends taking place in the automotive industry. This may involve meetings and presentations to EBRD internal teams to update them on the latest developments in the industry;

b) Attend industry events (conferences, seminars, etc) working together with the EBRD OL or other Bank staff to promote the Bank to the industry players and to potentially originate new projects for the Bank;

c) Working together with the EBRD OL or other Bank staff, introduce EBRD to and attend client meetings in the EBRD COOs and other geographies (Western Europe, Asia, North America) to promote the Bank;

d) As required, prepare in memo format briefing notes before and after the meetings with main conclusions and follow-on steps.

4. Implementation Arrangements

The Consultant shall report on all aspects of the Assignment to Milton Stefani, (email: , tel. +44207 3388349)the EBRDOLand shall workprimarily with the Manufacturing and Services (“M&S”) team of the EBRD based in the Bank’s Headquarters in London and other teams within the EBRD as well as other COOs (the “EBRD team”) as and when necessary. The Consultant shall participate in a number of internal meetings, including the review of projects at EBRD Operations Committee and Board.

During each month of the assignment it is envisaged that the Consultant will work in average at least 5 days and not more than 10 days (can be increased to 15 days depending on the business needs). It will be important to maintain a flexible approach to availability. The Consultant shall keep a daily record of time spent on the above tasks (contained in the above section “Scope of Services”) by way of a monthly timesheet in a format to be provided by the Bank.

5. Deliverables

The Consultant shall prepare and submit to the Bank reports on the industry trends, client meetings and due diligence visits as agreed in advance with the EBRD OL and EBRD team within the specific deadline.

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