Expand Your Horizons Private Equity Partners 20 years in supporting companies growth

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1 Expand Your Horizons Private Equity Partners 20 years in supporting companies growth

2 Who we are Private Equity Partners S.p.A. Private Equity Partners S.p.A. is a primary independent financial company, founded and fully controlled by Fabio Sattin and Giovanni Campolo, registered under Italian Banking law, specialised in private equity and venture capital investments by using its own capital, and through structured co-investment agreements with international first class investors and/or the funds managed by its fully controlled subsidiary, Private Equity Partners SGR. Operational since 1989, the Private Equity Partners team has developed an established and successful experience which places it indisputably among the leaders in the Private Equity and Venture Capital industry in Italy. With over 25 years experience, more than 60 transactions concluded and several listings carried out both in Italy and abroad, PEP s investment approach has always been to provide participated companies with a qualified, reliable and professional support in defining and realising their development strategies and international expansion. Since inception PEP has subscribed to the principal industry associations: European Venture Capital Association (EVCA), Italian Association of Private Equity and Venture Capital (AIFI) and is registered in the General Register of Financial Operators under the Italian Banking Law. Furthermore, PEP is one of the first Italian signatories to the Principles for Responsible Investment, a United Nations initiative developed together with many of the world s leading institutional investors (Principles for Responsible Investment - UNPRI). Private Equity Partners SGR In 2001 Private Equity Partners S.p.A. established the fully controlled subsidiary, Private Equity Partners SGR, operating as Management Company for JP Morgan Italian Fund III and Private Equity Partners Fund IV. Both Funds are entirely subscribed by international institutional investors with high financial and professional profiles. Private Equity Partners SGR is registered in the SGR Register of the Bank of Italy.

3 Organisation and Shareholding Structure Founding Partners and Controlling Shareholders Fabio Lorenzo Sattin Giovanni Campolo Other Professionals Roberto Tremi Alessandra Stea Pier Paolo Quaranta Lorenzo Bovo The Team Team

4 Organisation and Shareholding Structure The Founding Partners and Controlling Shareholders FABIO LORENZO SATTIN Chairman and Founding Partner Fabio L. Sattin is Executive Chairman and Founding Partner of Private Equity Partners and Senior Contract Professor in Private Equity and Venture Capital at Luigi Bocconi University, Milan. He is member of: the Foreign Investors Committee of the Italian Industrial Association (Confindustria); the Observatory on Public Private Partnerships of Bocconi University; the Advisory Board of MISB Bocconi - Mumbai; member of the General Council of Private Equity of the Italian Private Equity and Venture Capital Association (AIFI); member of the Innovation Board of the Ca Foscari University Foundation, Venice, of the Scientific Committee of the Ca Foscari International College, vice-chairman of APE (Association for the Economic Development), chairman of the Why Not Italy? Group, founding member of Canova Club Milan and member of various associations and research groups. Past-Chairman of E.V.C.A (European Private Equity and Venture Capital Association) he is at present member of the Past Chairman Group. He has been member of the board of directors of the A.I.F.I. (the Italian Private Equity and Venture Capital Association), Chairman of the Supervisory Board of the Chase Gemina Polska Sp. z o.o. (Warsaw), member of the Supervisory Board of the Slovak Post Privatisation Fund (Bratislava), representing the EBRD, member of the Advisory Committee of the Italian Stock Exchange, member of the UE Expert Group on Private Equity and Venture Capital and board member of several companies and institutions. Fabio Sattin started his career in Olivetti in 1983 in corporate strategic planning. In 1985 he moved to Chase Manhattan Bank (now JP Morgan Chase) where after a period of training in London and New York he worked in M&A in New York. In 1987 he returned to Italy as Vice President and Managing Director of Chase Investment Bank where he was responsible for Mergers, Acquisitions and Equity Investments in Italy. From 1988 he contributed in founding and was Managing Director of Chase Gemina Italia spa. In 1988 he co-founded Private Equity Partners Spa, of which he is shareholder and Chairman, a primary independent financial company, that through its SGR, acts as Management Company for the closed end Funds JP Morgan Italian Fund III and Private Equity Partners Fund IV. Graduated with honours in Business Economy at the University Ca Foscari in Venice, together with the professional activity of Private Equity investor, Fabio Sattin has always covered a role as University Professor. At present he is Senior Contract Professor of Private Equity and Venture Capital at Bocconi University in Milan and lecturer at various specialisation courses and Masters at Ca Foscari, Venice, CUOA, LIUC, SDA Bocconi and Politecnico di Milano. In 2009 he was granted the Cafoscarino of the year 2008 award by the Venice University Ca Foscari Graduates Association. Sattin has written a considerable number of publications regarding Private Equity, Finance and Business Economy. FABIO LORENZO SATTIN Chairman and Founding Partner Private Equity Partners SGR Spa Via degli Omenoni, Milano (Italy) Ph.: Fax:

5 Organisation and Shareholding Structure The Founding Partners and Controlling Shareholders GIOVANNI CAMPOLO Managing Director and Founding Partner His career began with the Chase Financial Company in Milan, in In 1986, he moved to the Chase Manhattan Bank in London (now JP Morgan Chase), where for over a year he followed a training course. At the end of 1987, he returned to Italy in the capacity of Director in Chase Investment Bank, in the Mergers, Acquisitions and Equity Investment sector. In 1988, he founded and was Director of Chase Gemina Italia S.p.A. This company was constituted on a joint venture basis by Chase Manhattan Bank NA and Gemina S.p.A. to conduct operations in the equity market. In 1989 He co founded Private Equity Partners which shortly became one of the principal and most well-recognised institutions on the Italian and international market. From 1995 to 1997, he was councillor of the Supervisory Board of the Chase Gemina Polska Sp. z o.o. Giovanni Campolo graduated with honours at the Faculty of Law of La Sapienza University in Rome. GIOVANNI CAMPOLO Managing Director and Founding Partner Private Equity Partners SGR Spa Via degli Omenoni, Milano (Italy) Ph.: Fax:

6 Organisation and Shareholding Structure Other Professionals ROBERTO TREMI Director In Private Equity Partners since its inception, he is also responsible for training activity and for financial and economic analysis. Previously he worked in JP Morgan Chase s London and Milan Offices in Corporate Finance, M&A and Leverage Financing areas and previous to that in Akros Finanziaria. Member of the National Association of Financial Analysts, he graduated in Economics at Bocconi University in Milan and attended the JP Morgan Financial Analyst training course in London. He has more than twenty years experience in corporate finance and private equity ROBERTO TREMI Director Private Equity Partners SGR Spa Via degli Omenoni, Milano (Italy) Ph.: Fax:

7 Organisation and Shareholding Structure Other Professionals ALESSANDRA STEA Director Has been working in PEP since 1999 where she is also responsible for the Mumbai representative offices. She graduated with honours in Economic and Social Disciplines at Luigi Bocconi University in Milan, and attended the JP Morgan Financial Analyst training course in New York. ALESSANDRA STEA Director Private Equity Partners SGR Spa Via degli Omenoni, Milano (Italy) Ph.: Fax:

8 Organisation and Shareholding Structure Other Professionals PIER PAOLO QUARANTA Director Pier Paolo joined Private Equity Partners in Prior to joining, he worked for 6 years as a Partner at AF Mezzanine SGR, an Italian investment company focused on private debt investments. He previously worked in the Leverage Finance department of UniCredit Group and in the audit department of Arthur Andersen. Pier Paolo graduated in Business Administration at Università degli Studi in Turin. PIER PAOLO QUARANTA Director Private Equity Partners SGR Spa Via degli Omenoni, Milano (Italy) Ph.: Fax:

9 Organisation and Shareholding Structure Other Professionals LORENZO BOVO Investment Manager Has been working in PEP since 2007 where he is investment associate and responsible for the Warsaw, São Paulo and Moscow representative offices. Previously he worked in the financial department of Permasteelisa S.p.A.. He graduated with honours in Banking and Finance at the University of Padua and he attended post graduated courses in corporate finance and business valuation at Harvard University. LORENZO BOVO Investment Manager Private Equity Partners SGR Spa Via degli Omenoni, Milano (Italy) Ph.: Fax:

10 Organisation and Shareholding Structure THE TEAM In Private Equity Partners there are extremely qualified and expert professionals with several years experience, training at international level and an excellent operative background. To maintain in the team the maximum professional management level, considered the most important value to be preserved and consolidated, Private Equity Partners has always invested a vast amount of resources in training and updating with the support of the best worldwide and national training institutions. Private Equity Partners SGR Spa Via degli Omenoni, Milano (Italy) Ph.: Fax:

11 Private Equity Partners - Structure PRIVATE PRIVATE EQUITY EQUITY PARTNERS S.P.A. Investment Company Investment Company founded in founded 1989 and in 1989 fully and controlled fully by controlled Fabio Sattin by Fabio and Sattin Giovanni and Giovanni Campolo Campolo 100% PEP DIRECT INVESTMENTS (including co-investments) PRIVATE EQUITY PARTNERS SGR S.P.A. January 2002 KEYHAVEN CO-INVESTMENT PARTNERSHIP December 2013 Funds Managed JP MORGAN ITALIAN FUND III Euro 200 million PRIVATE EQUITY PARTNERS FUND IV Euro 300 million FONDO DI DEBITO PER LO SVILUPPO INDUSTRIALE 2015 Fund Investments INVESTEE COMPANIES PEP INTERNATIONAL NETWORK China Russia India Poland Brasil

12 Our business Private Equity Partners Mission To be a leading and long term consolidated investor in private equity e venture capital, based in Italy but with a strong international presence and network, focusing on high quality and well managed Italian companies of all size, swilling to grow and to internationalise, actively helping them to increase their dimension and value and so producing sustainable premium returns for them first and in turn for our investors and/or fund managed, within an industrial and long term view and by being always innovative, creative, highly professional, socially responsible, reliable, ethical, and open to adapt our business models, skills and structures to the changing environment and participated companies needs. The Core Business Private Equity Partners core business is to invest equity capital in first class Italian unlisted companies willing to grow and to internationalise, acquiring participations in a wide variety of industries, both on a majority and a minority basis, with the objective of maximising the shares value in the medium-long term. With privileged access to large amounts of financial resources and having first class international investment partners as co-investors, other than its own and of the managed funds, investments of almost any type and size can be approached. The participated companies vary in size and characteristics and their annual revenues go from 50 million to over 1 billion Euro. In some carefully selected cases, investments have also been made in smaller companies, including early stage, but investment activity is concentrated mainly on medium or mediumlarge companies. Investment Focus: Development Capital and pre IPO financing, where Private Equity Partners has a longstanding and recognised leadership in the Italian market. Ideal targets are first class well-managed Italian medium sized companies with a strong orientation to grow and internationalise their activities with the final objective to list the company in a regulated market. In these investments PEP normally takes a minority position acting in close partnership with entrepreneurs and or management team within a commonly agreed development plan and actively participating and supporting the expansion strategy including acquisitions and internationalisation. Management Buy Out (MBO) where, with over twenty years experience in the Italian market, Private Equity Partners team has helped many groups of managers become entrepreneurs. In many cases, such operations have been realised within a spin-off process from national and international groups, in generational change situations. Early stage and start-ups: in some few and very selected cases, and mainly using its own resources, PEP has made investments in early stage situations, where general conditions and management quality and skills have been considered fitting with our investment approach.

13 International Presence and Experience We strongly believe that it will be a must for Italian companies, to successfully compete in a globalised environment and increase their value, to grow in dimension (also through acquisitions) and to internationalise their business mainly in fast growing emerging countries. In order to effectively support our participated companies in their growth and internationalisation strategies, since 2005, we have developed an international presence and network in cooperation with local leading professionals or with first class local private equity investors that we are familiar with and having largely the same investors and partners we also have. Such a unique and exclusive network, developed over many years and that many of our participated companies have extensively used reaching extremely positive results, allows us to provide a real and tangible value added to our participated companies providing contacts, expertise and advice on those markets, including local equity capital, when necessary. As of today, we are present in China, Russia, Poland, India and Brazil. PRIVATE EQUITY PARTNERS CHINA 2809 China Insurance Building 166 Lu Jia Zui East Road Shanghai - CHINA Tel Fax Bonnie Su PRIVATE EQUITY PARTNERS RUSSIA Intelliq LLC 25a Bolshoy Strochenosky lane, Moscow - RUSSIA Tel: Fax: PEP RUSSIA is coordinated by Lorenzo Bovo Stanislav Korop

14 PRIVATE EQUITY PARTNERS POLSKA Miszerak Associate Z.p. Zoo. Wielicka Street 36, suite Warsaw - POLAND Ph./Fax PEP POLSKA is coordinated by Lorenzo Bovo Martin Miszerak PRIVATE EQUITY PARTNERS INDIA Value Prism Consulting Limited Liability Partnership B Fairlink Centre, off New Link Road, Andheri (W), Mumbai, , India Ph: Fax: PEP INDIA is coordinated by Alessandra Stea Piero Guizzetti PRIVATE EQUITY PARTNERS BRAZIL Vicenzi Advogados Rua Madre Mazzarello CEP São Paulo, (SP) BRAZIL Ph./Fax PEP BRAZIL is coordinated by Lorenzo Bovo Fabio Vicenzi

15 The Achievements - Unique Track Record Investments and Track record

16 The Achievements - Unique Track Record Investments and Track record

17 The Achievements - Unique Track Record Investments and Track record

18 Business Principles (officially adopted by PEP from 2002) Our participated companies interest always comes first. Our experience shows that if we serve our participated companies well, helping them in maximising their corporate value, our own success will follow and our investors interest is protected and maximised. Our key assets are our people and reputation. We are dedicated to fully complying with the laws, rules and ethical principles that govern us. Our continued success depends upon unswerving adherence to this standard. We take great pride in the professional quality of our work. We have an uncompromising determination to achieve excellence in everything we undertake. Though we may be involved in a wide variety of activities within the private equity business, we would, if it came to a choice, rather be best than bigger. We stress creativity and imagination in everything we do. While recognising that the old way may still be the best way, we constantly strive to find a better solution to problems. We make an unusual effort to identify and recruit the very best person to work for us and we carefully select our people one by one. In our business we know that without the best people we cannot be the best firm. We offer our people the opportunity to put to fruitful use their expertise and skills more rapidly than is possible at most other places. We have yet to find the limits to the responsibility that our best people are able to assume. Their own success depends solely on ability, performance and contribution to the firm s success, without regard to race, colour, religion, sex, age, national origin, disability, sexual orientation, or any other impermissible criterion or circumstance. We stress teamwork in everything we do. While individual creativity is always encouraged, we have found that team effort often produces the best results. We have no room for those who put their personal interest ahead of the interest of the firm, our participated companies and our investors. The dedication of our people to the firm and the intense effort they give to their jobs are greater than one finds in most other organisations. We think that this is an important part of our success. Returns and profitability are key to our success and crucial to our future. It is our practice to share our profits generously with all who helped create them. We consider the relationship with our investors a key element for our success and future. We strongly want to assure them the best possible service we can, protecting their resources, maximising their interest and returns, and allowing them to be informed and updated on everything we do in their interest. We constantly strive to anticipate the rapidly changing needs of the environment. We know that the world of finance and private equity will not stand still and that complacency can lead to extinction. We regularly receive confidential information as part of our normal business relationships. To breach a confidence or to use confidential information improperly or carelessly would be unthinkable. Our business is highly competitive and we aggressively seek to expand our business relationships. However, we must always be fair competitors and must never denigrate other firms. Integrity and honesty are at the heart of our business. We expect our people to maintain high ethical standards in everything they do, both in their work for the firm and in their personal lives.

19 Why Choose Private Equity Partners H H H H H H H H More than 25 years of experience in private equity e venture capital in Italy and abroad; Outstanding track record, image and reputation; Stable and reliable partnership approach; Unique and extensive international presence and experience; Proactive support for development with a long term view; Effective and efficient decision-making process; First class international investor base with significant financial resources; Professional and stable management team with long-standing experience;

20 Principles for Responsible Investment Private Equity Partners is a signatory to the Principles for Responsible Investment, a United Nations initiative developed together with many of the world s leading institutional investors. An investor initiative in partnership with UNEP FI and the UN Global Compact The Principles for Responsible Investment provide an internationally agreed framework to help institutional investors seeking to incorporate Environmental, Social and Corporate Governance (ESG) issues into investment decision making and ownership practices. Private Equity Partners recognizes the direct link existing between ESG practices and investment performance. We believe it is in our interest (and in our investors interest) to promote high standards of corporate governance and social and environmental responsibilities in the companies in which we invest. The UN PRI are voluntary and aspirational. They include the following: Incorporating ESG considerations into investment analysis and decision-making processes. Being active owners and incorporating ESG issues into our ownership policies and practices. Seeking appropriate disclosure on ESG issues by the entities in which we invest. Promoting acceptance and implementation of the principles within the investment industry. Working together with other signatories to enhance the effectiveness in implementing the principles. Reporting on activities and progress towards implementing the principles.

21 Board of directors Private Equity Partners S.p.A. CONSIGLIO DI AMMINISTRAZIONE/BOARD OF DIRECTORS Fabio Lorenzo Sattin - Presidente / Chairman Giovanni Campolo - Amministratore Delegato / Managing Director COLLEGIO SINDACALE/BOARD OF INTERNAL AUDITORS Giuseppe Deiure - Presidente del Collegio Sindacale/Chairman Guido Tritto - Sindaco/Auditor Patrizia Ferrari Sindaco/Auditor Marco Trevisan - Sindaco Supplente/Substitute Auditor Alessio Moretti - Sindaco Supplente/Substitute Auditor Registro delle Imprese di Milano n R.E.A. n Cod. Fisc e Partita Iva Iscritta nell Elenco Generale degli Intermediari Finanziari (Ufficio Italiano Cambi) al n PRIVATE EQUITY PARTNERS SGR CONSIGLIO DI AMMINISTRAZIONE/BOARD OF DIRECTORS Fabio Lorenzo Sattin - Presidente/Chairman and Founding Partner Giovanni Campolo - Amministratore Delegato/Managing Director and Founding Partner Roberto Tremi - Consigliere di Amministrazione/Director Alessandra Stea Consigliere di Amministrazione/Director Pierpaolo Quaranta - Consigliere di Amministrazione/Director COLLEGIO SINDACALE/BOARD OF INTERNAL AUDITORS Giuseppe Deiure - Presidente del Collegio Sindacale/Chairman Guido Tritto - Sindaco/Auditor Guido Cinti - Sindaco Supplente/Substitute Auditor Patrizia Ferrari - Sindaco/Auditor Alessio Moretti - Sindaco Supplente/Substitute Auditor Registro delle Imprese di Milano n R.E.A. n Cod. Fisc e Partita Iva Iscritta all Albo delle SGR (Banca d Italia) al n. 126 Socio/Member A.I.F.I. - Associazione Italiana del Private Equity e Venture Capital E.V.C.A. - European Private Equity and Venture Capital Association UNPRI - Signatory to the Principles for Responsible Investment, a United Nations initiative developed together with many of the world s leading institutional investors.

22 CONTACTS PRIVATE EQUITY PARTNERS SGR S.p.A. Via degli Omenoni, Milan - ITALY Ph Fax Videoconference PRIVATE EQUITY PARTNERS CHINA 2809 China Insurance Building 166 Lu Jia Zui East Road Shanghai - CHINA Ph Fax PRIVATE EQUITY PARTNERS RUSSIA 25a Bolshoy Strochenosky lane, Moscow - RUSSIA Ph: Fax: PRIVATE EQUITY PARTNERS POLSKA Wielicka Street 36, suite Warsaw - POLAND Ph./Fax PRIVATE EQUITY PARTNERS INDIA Value Prism Consulting Limited Liability Partnership B Fairlink Centre, off New Link Road, Andheri (W), Mumbai, , India Ph: Fax: PRIVATE EQUITY PARTNERS BRAZIL Rua Madre Mazzarello CEP São Paulo, (SP) BRAZIL Ph./Fax

23 Info and Press 2014 MF - E Gori (ex Pirelli Tyre) ora vende auto di lusso online 2013 Press Release - Private Equity Partners and Keyhaven launch Bebeez - Private Equity Partners sigla accordo di coinvestimento con Keyhaven Capital (16 December 2013) Economiaweb.It - Pep sigla accordo con Keyhaven (12 December 2013) Investmenteurope.Net - Pep and Keyhaven Launch Italian Co-Investment Partnership (9 December 2013) Newsit24.Com - Private Equity: Fondi Pep si alleano con Keyhaven per coinvestire su Imprese Italiane (9 December 2013) Unquote - Pep and Keyhaven Launch Co-Investment Partnership (9 December 2013) Tgcom - Private Equity: partnership per l Italia tra Pep e Keyhaven (9 December 2013) Msn - Private Equity: partnership per l Italia tra Pep e Keyhaven (9 December 2013) Lamiafinanza - Private Equity - Keyhav (9 December 2013) Corriere Della Sera.It - Private Equity: Fondi Pep si alleano con Keyhav (9 December 2013) Borsa Italiana - Private Equity: Fondi Pep si alleano con Keyhaven per coinvestire su Imprese Italiane (9 December 2013) Il Sole 24ore - Private Equity Partners si allea con Keyhaven (5 December 2013) Corriere Economia - Private Equity Sattin e Campolo: con Keyhaven per lo sviluppo (25 November 2013) Economiaweb.it - Sattin: «L incertezza allontana i capitali (march 2013) Unquote - Italy: Diamond in the rough (February 2013) 2012 Unquote - Italian GPs ask: Why Not Italy? (24 May 2012) Lombard : Good Vintage Years for Italy (January-March 2012) Lombard - Private Equity (January-March 2012) Borsa & Finanza - PEP, come portare all estero, senza leva, l eccellenza italiana (11 February 2012) Panorama Economy - Crescita sotto sorveglianza (2nd February 2012) Ia Stampa - Il colosso del business anti-ladri ora punta sulle piccole aziende (January 2012) Il Sole 24 Ore - Fare i vigilantes piace ai fondi (January 2012) 2011 Il Sole 24 Ore - Clessidra valuta l ingresso in Euticals Corriere Economia - La London Business School guarda alle Pmi Banca&Finanza - Private equity: le prospettive del mercato italiano (September 2011) Capital - Campolo-Sattin, sempre più Bric(7th July 2011) Panorama Economy - Con spirito di servizio (7th July 2011) Financial Times - Milan hit in troubled investment climate (14th June 2011) Il Sole 24 Ore - La lezione al sistema Italia che viene dall Opa Lactalis (4th June 2011) La Repubblica Affari&Finanza - Private Equity Partners apre uffici in Brasile e Russia (6th June 2011) Il Sole 24 Ore - Fondi chiusi in aiuto delle Pmi (8th May 2011 ) Harvard Business Review Italia - Why Italy? (April 2011)

24 MF - Investire in Italia conviene, nonostante tutto. Ecco perché (12th April 2011) Lombard - The ItalianMagazine ofinternational FinanceVol. XXIII n. 145 (January March 2011) Il Sole 24 Ore - Pep e Idea Capital a fianco di Euticals (15th February 2011) Lombard - Private Equity Partners: a way to success (January 2011) 2010 MF - Quando Cina&Co. Salvano l Italia (10 December 2010) Unquote - Italian market: out of the ruins? (November-December 2010) Corriere Economia - Frontiera brasiliana per Sattin e Campolo (October 2010) Il Sole 24 Ore - Il private equity avrà ancora lunga vita (13th August 2010) Lombard - The Mandarin Way to private equity (April-June 2010) Harvard Business Review Italia - Quale futuro per il Private Equity (March 2010) 2009 Il Sole 24 Ore - Il Private Equity è buono o cattivo? (29 December 2009) Il Sole 24 Ore - Private equity e settore pubblico: una possibile sinergia per le PM (October 2009) Il Mondo - Giordano fa prosit con le banche (26th June 2009) La Nuova Venezia - Ieri la premiazione di Fabio Sattin come Cafoscarino dell anno 2008 (10th May 2009) Il Sole 24 Ore Private equity e investimenti: non basta a guardare all Ebitda (March 2009) 2008 Il Sole 24 Ore - Il virus della meritocrazia diffuso dal private equity (16th December 2008) Il Sole 24 Ore - Private equity all esame di maturità (16th September 2008) 2007 Il Sole 24 Ore - La via italiana al private equity (6 September 2007) 2005 Il Sole 24 Ore - PMI i vantaggi del private equity (26th August 2005)MF Way out la Borsa paga il doppio (12 August 2005) 2004 Il Sole 24 Ore - Un ruolo per il venture capital nella ricerca e nell innovazione (10 December 2004)

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