Example of an Engagement letter

AUDITOR LETTERHEAD

[Date, 20XX] [Company Name] Dear Sirs, We are writing to you in connection with the comfort letter that you have re ueste! us as au!itors of [Company Name] to issue to [Underwriter Name(s)] on their own name! in the prospectus !ate! [Date, 200X] prepare! in connection with the offering of shares "y your Company# $lease fin! hereafter the terms an! con!itions in accor!ance with which we will carry out specifie! proce!ures on the prospectus to "e in a position to issue this Comfort %etter# &his engagement will "e carrie! out in accor!ance with the gui!elines issue! "y the '()*')+ , Guidelines for the ssuan!e of Comfort "etters# &he specific proce!ures, which primarily consist of agree!*upon proce!ures, which we woul! e-pect to perform are !escri"e! in the attache! !raft Comfort letter an! such proce!ures reflect those proce!ures which we un!erstan! [Underwriter Name(s)] e-pects us to perform at your re uest unless you inform us otherwise# Such proce!ures inclu!e rea!ing of the 20XX minutes of Sharehol!ers. meetings an! (oar! of !irectors. meetings, in uiring of officials of the Company who are responsi"le for accounting an! financial matters a"out su"se uent changes of i!entifie! financial statements su"se uent to De!em$er %&, 20XX an! comparing accounting an! financial !ata inclu!e! in the prospectus with the correspon!ing accounting an! financial !ata as inclu!e! in au!ite! financial statements, unau!ite! interim financial statements, accounting recor!s or analyses prepare! "y the Company from its accounting recor!s# We woul! li/e to point out that our proce!ures are not !esigne! to an! are not li/ely to reveal frau!, em"e00lement or other illegal acts# &herefore, the proce!ures performe! !o not provi!e any assurance that even materially false information will "e i!entifie! an! any illegal acts or other irregularities will necessarily "e !isclose!# &he te-t of the final Comfort letter itself will !epen!, of course, upon the results of the proce!ures, which we woul! not e-pect to complete until shortly "efore the letter is given an! in no event "efore the cut*off !ate in!icate! inclu!e! in the comfort letter# No reliance shoul! "e place! on any !rafts of the Comfort %etter, oral reports or representations, which may "e provi!e! "y us# 1ny such !rafts, oral reports or representations are not authoritative2 their sole purpose is to agree on the proce!ures to "e performe! an! the information to "e e-amine! an! will not constitute our !efinitive opinion3s4 an! conclusion3s4# )esponsi"ility for the prospectus an! specifically the relevance of the information provi!e! therein lies with the management of [Company Name] # (y issuing the Comfort %etter an! performing the proce!ures in connection therewith, we assume no responsi"ility, in whole or in part, for the content of the prospectus# 1ccor!ing to respective capital mar/et regulations, the parties responsi"le for the contents of the prospectus may "e lia"le to 'nvestors on the "asis of a prospectus containing incorrect or incomplete information# With respect to this responsi"ility it is strongly recommen!e! to see/ sufficient legal counsel in connection with

the preparation of the prospectus# We will not provi!e any such a!vice or counsel# 'n a!!ition we assume no responsi"ility for the level of !isclosure in the prospectus an! whether or not it complies with the applica"le legal an! capital mar/et re uirements# We woul! li/e to point out that the parties responsi"le for the prospectus have to !etermine the proce!ures necessary to ensure the completeness an! accuracy of the information containe! in the prospectus# (y issuing the Comfort %etter we will ma/e no representation an! assume no responsi"ility regar!ing the sufficiency of the proce!ures for your or the other a!!ressees. purposes an! we will in!icate so in the Comfort %etter# 5ur assignment !oes not cover up!ating the Comfort %etter that will "e issue! in or!er to report on facts an! circumstances su"se uent to its cut off !ate# 1s part of the proce!ures carrie! out for purpose of issuing our comfort letter, we will re uest from [Company Name] and the [Underwriters] a representation letter as of the cut*off !ate of our Comfort %etter up!ating the various representations previously ma!e to us as part of our au!it of [Company Name] consoli!ate! financial statements as of an! for the year en!e! 67 Decem"er 20XX an! other specific representations relating to agree!*upon proce!ures performe! relating to su"se uent changes of specific items of the financial statements as !escri"e! in the attache! !raft Comfort %etter# 1 !raft of this representation letter is attache! as an appen!i- to this engagement letter# 'n connection with the prospectus an! the Comfort %etter, we may communicate with investment "an/s, consultants an! a!visors employe! "y you an! other parties such as stoc/ e-changes an! release information concerning the Company to them# Shoul! the aforementione! parties re uest such information from us, we may notify this party that we act solely on your "ehalf, for which we may re uest written confirmation, an! that, notwithstan!ing the Comfort %etter, we assume no responsi"ility with regar! to them for the information !isclose! to them# 5ur Comfort %etter is solely for the information of the [Company Name] as "eing responsi"le for the content of the prospectus an! for the information of the [Underwriter Name(s)] as "eing responsi"le in con!ucting an! !ocumenting their investigation of the affairs of the [Company Name] in connection with the offering of the securities covere! "y the prospectus, an! it is not to "e use!, circulate!, uote!, or otherwise referre! to for any other purpose, inclu!ing "ut not limite! to the registration, purchase, or sale of securities, nor is it to "e file! with or referre! to in whole or in part in the prospectus or any other !ocument, e-cept that reference may "e ma!e to it in the &ransaction 1greement or in any list of closing !ocuments pertaining to the offering of the securities covere! "y the prospectus# &his engagement letter an! our Comfort %etter shall "e governe! "y, an! construe! in accor!ance with the general terms an! con!itions of the '()*')+ an! our own general terms an! con!itions inclu!e! in appen!i- an! which form an integral part of this engagement letter# &he fees relating to the proce!ures performe! to issue the re ueste! Comfort %etter will "e "ille! to [Company Name] "ase! on time spent, the level of responsi"ility an! professional ualification of the professionals involve!# &his engagement is "ase! upon the full an! active cooperation of [Company Name] in performing our wor/#

We woul! "e grateful if you woul! confirm in writing your agreement on the terms of our engagement as !escri"e! a"ove# We remain at your !isposal to provi!e you with any further information that you may re uire# 8ours faithfully, 'uditor

[Company Name] ' have rea! an! un!erstoo! the terms an! con!itions of this engagement letter an! attachments an! ' agree to an! accept them for an! on "ehalf of [Company Name] , "y whom ' am !uly authori0e!9 Signature [Name] [&itle] [Date] [Underwriter Name(s)] ' have rea! an! un!erstoo! the terms an! con!itions of this letter an! attachments an! ' agree to an! accept them for [Underwriter Name(s)] on their own "ehalf an! as representative of the several (ana)ers name! in the prospectus, "y whom ' am !uly authorise!9 5n "ehalf of [Underwriter Name(s)] on their own "ehalf an! as representative of the several (ana)ers name! in the prospectus Signature [Name] [&itle] [Date] 1ttachments9 !raft of comfort letter !raft of [Company Name] representation letter terms of "usiness