Welcome to Alameda Global Consulting

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1 Welcome to Alameda Global Consulting We are a globally operating Management Consulting Business with the following emphases: Strategy Consulting and Strategy Implementation Corporate Finance Mergers & Acquisitions, Divestitures Real Estate Portfolio Transactions Company and Real Estate Valuations Restructuring/ Performance improvement

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3 Mission Statement "The success of a company is determined not by its size, but by its ability to react quickly to changes in its environment." Bea/ Haas: Strategisches Management, 2001 Structural change and environment-friendly economic growth are closely related. Our contribution lies in assisting companies and other institutions to develop the flexibility they need to react to external changes. We provide the conceptual framework for changes and, upon request, will make arrangements for implementing those changes. We improve companies' chances of attaining strategic goals and help to realize such goals. Our company is set up and run in a way that enables us to react with flexibility to meet clients' needs at competitive prices. We also are happy to work with other qualified partners in pursuit of the client's interests. Our business is focused on real-world implementation. When the wind of change is blowing, some people build walls, while others build windmills. Chinese saying We support our clients in building windmills, not walls. Our job is to make sure that the wheels can turn.

4 Our Services Strategy Consulting and Strategy Implementation Corporate Finance Disposals Mergers and Acquisitions Cross border investments and cross border acquisitions Sale and Acquisition of Real Estate Portfolios Due Diligence Company and Real Estate Valuations Restructuring/Performance improvement

5 Strategy Consulting and Strategy Implementation Market and competitive analyses (and frequently site and regional analyses, as well) are prerequisites for strategic decision-making and for decisions on company acquisitions and investments. We can offer you - working in conjunction with other specialized partners - analyses tailored to whatever degree of detail you desire. On the basis of our investigations, we formulate targeted and practical strategic recommendations. Our recommendations encompass economic, legal and technological aspects. Frequently, strategy implementation also involves company acquisitions and disposals. We specialize in this area, in particular. For us, the M&A strategy is a part of the overall company strategy. The analysis and design/conceptualization phase of the M&A strategy include company and competitive analyses, as well as determining the acquisition strategy. Market, Competitive, and Site Analyses Company Analysis (e.g., SWOT, Value Drivers, and Success Factors) Strategy Development and Strategy Formulation Strategic Controlling Portfolio Strategies Property-Use and Asset Strategies Mission Statement and Corporate Culture Strategic Communication Feasibility Studies and Business Plans Strategy Implementation by project management or interim management

6 Corporate Finance We can assist you with all matters involving corporate finance. In particular, we can address financing issues relating to participatory financing and special types of financing ("Mezzanine Financing"). In addition, we can help you to arrange and execute company acquisitions and disposals. We can arrange the sale of your company/group, your subsidiary, a plant or a business division to domestic or international buyers. Corporate Divestitures, Spinoffs, Selloffs Mergers & Acquisitions Obtaining Equity Financing (Private Equity, Venture Capital) Participatory Financing Mezzanine Financing Arrangement and Support of Initial Public Offerings Obtaining Debt Financing Company and Real Estate Valuations Fairness Opinions Due Diligence Financial and Operational Restructuring Providing Advice on Choosing Subsidies Privatization

7 Company Disposal/ Business Sale We can arrange the sale of your company/group, your subsidiary, a plant or a business division. We will be happy to manage the entire sales process for you or to handle specific parts of the process. We will advise you on how to proceed and on the scope of the services required and will offer you a package of services custom-tailored to fit your needs. We will assume responsibility for coordinating negotiations and coordinating with external advisers whom you wish to include in the process. Where necessary, we will also consult with other experts. In the case of company disposals, it is often advisable to carry out a "vendor due diligence" procedure (an examination of the assets being sold, commissioned by the seller). Especially in cases where there are several potential buyers, the vendor due diligence procedure serves to increase the efficiency of the sales process, while minimizing the stress on employees of the company or operations being sold. Structuring and Implementing the M&A Process Identifying and Contacting Potential Investors Vendor Due Diligence Drawing up an Information Memorandum Setting up and supervising the Data Room Developing Transaction Alternatives Evaluating Offers Negotiating the Contract Coordinating with External Advisers during the M&A Process

8 Mergers and Acquisitions We will perform a search for suitable acquisition targets for you and/or will, in coordination with you, approach a target that you have chosen. At your behest, we will check out the acquisition target and make recommendations on how you should proceed, on the purchase price and on how to structure the contract. We will advise you on the scope of the services required and will offer you a package of services custom-tailored to fit your needs. We will be happy to manage the entire acquisition process for you or to handle specific parts of the process. If desired, we will take over the management of negotiations or coordination of negotiations, as well as coordinating with external advisers. In the case of purchases by strategic investors, we focus on identifying potentials for synergy and preparing for and supporting the post-merger integration. We realize that the acquisition's success depends on successful integration. Screening and Selecting Potential Targets Contacting Potential Targets Strategic Recommendations for the Client Preparing, Performing and Coordinating Due Diligence Identifying Potential Synergies Providing Advice on Target Valuation Negotiating the Contract together with the Client Drawing Up a Plan for the Post-Merger Integration (PMI) Supporting the Post-Merger Integration

9 Auditing the Results of the Merger

10 Cross-border Investments and Acquisitions We will help you to buy companies, plants, business divisions and real estate portfolios as well as to establish and finance companies abroad, particularly in Germany, China, the United States, Canada, and the United Kingdom. We will advise you concerning legal forms for organizing companies and the associated economic implications. We collaborate with qualified partners around the world if this is necessary. Market, Competitive, and Site Analyses Providing Advice on Acquisition of Companies Providing Advice on Acquisition of Real Estate Portfolios abroad Providing Advice on Forming and Financing Corporations Compiling Business Plans Arranging for Outside Service Providers to Handle Company Registration Arranging Services for Small and Medium-Sized Companies Investment Planning

11 Acquisition and Sale of Real Estate Portfolios We advise you as well on the acquisition of companies and businesses as on the acquisition and sale of real estate portfolios, particularly in the United States, in Canada, the United Kingdom, and Germany. We are happy to search a transaction partner for a sale and leasebacktransaction and to prepare this transaction. Companies which sell their real estate portfolio by a sale and leaseback transaction get the possibility to improve there financial statements and their rating. For large real-estate portfolios, a quick, rough estimate is often necessary. We have extensive experience in valuing very large real-estate portfolios and are capable of giving you, at limited cost, a valuation of your real-estate portfolio or the real-estate portfolios in which you are interested. We will identify the potential for enhancing the value of your assets and help you to take advantage of this potential. We will develop concrete plans and furnish the presentations/documentation you need to facilitate decisions by the Board or resolutions by the General Shareholders' Meeting. In the case of real estate, we will assume, on your behalf, responsibility during proceedings to obtain building permits. Advice on Acquisition and Sale of Real Estate Portfolios Handling Sale and leaseback Transactions Rough-Estimate Valuations of Real-Estate Portfolios Real Estate Due Diligence Valuation of individual real estate units Developing Portfolio and Asset Management Strategies and Scenario- Building Taking Over Responsibility and Providing Economic Advice during Proceedings to Obtain Building Permits

12 Due Diligence Performing a due diligence check is a standard procedure during acquisitions. In many instances, adequate due diligence is mandated by the statutory fiduciary duties of members of the Board of Directors and CEOs. The scope of the due diligence required is determined by the size and complexity of the transaction. Frequently, it is advisable to provide for a multi-stage due diligence procedure, so that the due diligence can be cut short if a "deal breaker" is identified. Because there are advantages, we are happy to collaborate with qualified partners in certain areas of due diligence. We will also be happy to cooperate with your tax consultants, auditors and attorneys. If you give us the commission to do so, we will take over the coordination of all outside experts involved in the due diligence process. Market Due Diligence Commercial-Technical Due Diligence Strategic Due Diligence Financial Due Diligence Tax Due Diligence Legal Due Diligence Human Resources Due Diligence Cultural Due Diligence Environmental Due Diligence IT Due Diligence Real Estate Due Diligence

13 Company and Real Estate Valuations We provide valuations of companies and operations based on the discounted cash flow method. We base our valuations on objective factors or - in coordination with you - on subjective factors. In addition, we provide valuations of non-essential properties, for example, from divestment programs or in arranging company transactions. We use internationally recognized standards to value real estate, collaborating, where necessary, with outside partners (e.g., technical experts). We are using the market-leading software of ARGUS preferably. For large real-estate portfolios is a quick, rough estimate useful. We have extensive experience in valuing very large real-estate portfolios and are capable of giving you, at limited cost, a valuation of your real-estate portfolio or the real-estate portfolios in which you are interested. Discounted Cash Flow Method Valuation of Non-Essential Properties Real-Estate Valuation According to International Standards Rough-Estimate Valuations of Real-Estate Portfolios Fairness Opinions

14 Restructuring/ Performance Improvement Our restructuring plans include financial, organizational and legal aspects and are complemented where appropriate - by company valuations, valuations of non-essential assets, and the preparation and implementation of disposals of companies and operations. On your behalf, we work for you as Interim-Manager or Project Manager to implement the restructuring process. Company crises often start out as strategic crises. We can offer you our comprehensive range of strategy consulting services designed to prevent/avoid crises through advance planning. We can help you to introduce controlling and risk-management systems. We will analyze the organizational structure and workflow of your company and point out to you any weak points. We will develop new organizational concepts for you, along with the committee presentations/documentation necessary to implement them. Our organizational designs help to improve efficiency through new structures and processes, while taking advantage of potential cost savings. We will support you through the implementation process and will handle change management for you. Organizational Analysis of Companies and Operations SAW Analysis Operational and Financial Restructuring/ Corporate Turnarounds Optimization of Organization and Procurement Preparing the Necessary Committee Presentations/Documentation Change Management Supporting the Restructuring Process/ Interim-Management Risk Management Controlling

15 Contact We will be happy to assist you, both with consulting projects and service orders. Our addresses are: Alameda Global Consulting Limited 19W 34th Street, Suite 1018 New York, NY United States of America Alameda Global Consulting Limited Stadthausbrücke 3 (Fleethof Center) Hamburg Germany Telephone: +49 (0) Fax: +49 (0) You can reach us by at

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