Year End Review 2010 February 2011

Year End Review 2010 February 2011

Dear Reader, We hope you had a good start to 2011. This Year End Review provides a summary of our M&A activities in 2010. Despite the recovery of the overall economic situation, strong exports and the boom in the BRIC countries, the European M&A market was still characterized by insecurity and low volumes. In this environment, we are glad to have accomplished a number of divestitures that went beyond expectations and to have been successful in the conclusion of a number of transactions. Having completed more than 24 transactions in 2010, last year was one of our most successful years. For 2011, we are forecasting a significant increase in demand for companies - by trade buyers as well as financial investors. These are ideal conditions for the sale of a business. The boom in emerging markets is also trickling over to the M&A sector; in 2010, we advised selling the Hong Kong-based PR agency Porda to the French media group Havas. We foresee strong acquisition interest from the BRIC countries in 2011 and expect significant closings in ongoing processes with companies from these countries. Our long-standing Managing Director in London, Hak Yeung, who comes from Hong Kong, will focus on cross-border business with China and the Far East. Transactions have been successfully supported in all international offices. The most successful sectors were the media, IT, energy & utilities, automotive and business services. We expect increased M&A activity in all sectors. We strengthened our professional team in 2010. To manage the distressed M&A sector, we hired Thomas Sittel, an expert in transactions under administration and in companies suffering from financial crises. From 2011 onwards, the retail and consumer industry group will be led by Arnold Holle, who has more than 16 years of industry and investment banking experience. Finally, we would like to thank you - our customers and business associates - for your loyal cooperation and support. We look forward to working with you in 2011. Sincerely yours, Dr. Stephan Goetz Managing Partner goetzpartners CORPORATE FINANCE GmbH Dr. Gernot Wunderle Managing Partner goetzpartners CORPORATE FINANCE GmbH 2 3

Highlights in 2010 goetzpartners closed 24 transactions in more than seven countries with a team of about 70 corporate finance professionals in nine offices Our business GERMANY Sale of majority in BEHR Group to Mahle Group Sale of Strack-Phönix-POB Group to AXA Private Equity Sale of RAG BILDUNG to TÜV NORD Acquisition of 80% in Energiepark Trelder Berg by Enovos Our natural sweet spot is a transaction size between EUR 20 million and EUR 350 million. Nevertheless, we have led several multi-billion Euro transactions in recent years. By combining a local approach with a deep understanding of global market forces, we strive to create sustainable value for our clients. Over the last five years, we have closed transactions with a total volume of more than EUR 11 billion. Our international partnerships continue to generate deal flow and provide local knowledge, expertise and close contact to relevant decision makers. FRANCE SPAIN CENTRAL AND EASTERN EUROPE HONG KONG Sale of Benchmark Group to CommentCaMarche Sale of liligo.com to Voayges-sncf.com, a subsidiary of SNCF Group Sale of Coyote Systems to 21 Centrale Partners and private investors Sale of Sanutri to Lactalis Formation of 50/50 joint venture with Ringier and Axel Springer, bundling their CEE activities Sale of majority stake in PORDA International (Finance) PR Group to Havas 25 15 60 Deals per volume over the last 5 years (2006 2010) in % up to EUR 50 million EUR 50 m - 250 million EUR 250 million + 7 9 7 11 14 6 6 22 14 Deals per sector over the last 5 years (2006 2010) in % Telecommunication Information Technology Media Entertainment Energy/Utilities Automotive Industrials Consumer Goods/Retail Others Our Services Advising shareholders and investors, both corporate and private, on how to maximize shareholder value, including: - Identifying acquisition opportunities - Divesting of non-core and non-strategic assets - Identifying strategic and financial partners - Preparing the business for the sales process Advising management teams on buying businesses (MBO/MBI/BIMBO) Advising private equity companies on investment opportunities or exit strategies 4 own offices associated offices 5

TIME Practice Transactions in the telecommunications, IT, media and entertainment sectors 2010 Case Study Joint Venture of Ringier and Axel Springer goetzpartners acted as the lead financial advisor to Ringier in the set-up of a new joint venture with Axel Springer, forming one of the leading media houses in Eastern Europe Hong Kong PORDA International (Finance) PR Group* entered into a Strategic Alliance with Havas itelligence* 51% in ADELANTE pending France March 2010 CEE Ringier* formed a 50/50 Joint Venture bundling CEE activities with Axel Springer EUR 5,200,000 GFI Informatique* pending its German subsidiary GFI Informatik to Vision IT Germany March 2010 Managers* and Pléiade Investissement* Benchmark Group to CommentCaMarche France October 2010 Daily Mail & General Trust* Perex and Avizo to Florena Slovakia February 2010 Managers*, Orkos Capital* and Alven Capital Liligo.com to Voyages-sncf.com, a subsidiary of SNCF Group France September 2010 Coyote System* entered into a Strategic Alliance with 21 Centrale Partners and private investors France January 2010 Client Ringier AG is the largest Swiss media and publishing company Since 1833, Ringier has been providing information & entertainment through media channels Ringier publishes more than 120 titles in 10 countries, operates 11 printing works, produces content for 20 TV channels and maintains 80 websites and mobile platforms In 2009, Ringier had sales of approximately EUR 1.0 billion and over 8,000 employees Divested businesses Ringier contributed its Eastern European assets in the Czech Republic, Hungary, Serbia and Slovakia Axel Springer contributed its Eastern European assets in Poland, the Czech Republic and Hungary With pro-forma sales of approximately EUR 414 million in 2009 and 4,800 employees, the newly formed joint venture will be one of the leading media enterprises in Eastern Europe offering 100 print and 70 online publications Together we are so well positioned in the individual markets that we will jointly take this new company public. It will be instrumental in shaping the future of the emerging media markets in Eastern Europe. Transaction Ringier and Axel Springer announced the foundation of a new joint company, combining their operations in five Eastern European countries (the Czech Republic, Hungary, Poland, Serbia and Slovakia) Each party will hold 50% in the joint venture, which will take the legal form of a Swiss corporation, headquartered in Zurich Axel Springer will make a cash contribution of EUR 50 million to the joint venture as well as a compensation payment to Ringier of EUR 125 million The wide-ranging portfolio of the new joint venture will make it the region s undisputed market leader in the segment of widely circulated tabloid dailies and one of the biggest magazine publishers The two companies will substantially extend their strong position in these growth markets, with more than 100 print titles and more than 70 online offerings The shareholders intend to take the joint venture public in 3 to 5 years Ringier* formed a 50/50 goetzpartners solutions Exclusive financial advisor to Ringier Identification of the most relevant strategic partner for the target and proposal of the deal to the client Analysis and assessment of the media markets in the Czech Republic, Hungary, Poland, Serbia and Slovakia as well as ongoing market dynamics and trends Assessment of the existing business plans and subsequent valuation of the joint venture assets Preparation of relevant materials, presentations and decision papers for the local and global management teams/supervisory board Coordination of the transaction and due diligence processes, including a virtual data room, management presentations and Q&A sessions Coordination of project teams and other involved advisors (e.g. lawyers and accountants) until closing Support in developing a transaction structure and in negotiations with the joint venture partners Christian Unger, CEO, Ringier Joint Venture bundling CEE activities with Axel Springer 6 * goetzpartners client 7 CEE pending

Energy & Utilities Practice Transactions in the energy and utilities sector 2010 Case Study Energiepark Trelder Berg goetzpartners advised Enovos International on the acquisition of an 80% stake in Energiepark Trelder Berg Enovos Luxembourg* 100% in BKW Energie Germany pending Energie Baden-Württemberg* increased its stake in Pražská energetika via an asset swap from 28.5% to 69.6% Czech Republic September 2010 EUR 61,000,000 Avelar Energy* formed a Joint Venture in the international photovoltaic market with Enovos Luxembourg Italy October 2010 Client Enovos International is the leading energy supplier in Luxemburg and the surrounding region The newly established company, created by the merger of Cegedel S.A., Soteg S.A. and Saar Ferngas AG, offers electricity and gas products as well as implements its renewable energy strategy In 2009, Enovos International generated revenues of more than EUR 1.6 billion Target Energiepark Trelder Berg (ETB), based in Buchholz, runs one of the largest biogas power plant parks in Germany The total installed capacity of 5.1 MW el and 5 MW th is sufficient to provide over 20,000 households with electricity Transaction Pure Nature Energy GmbH 80% of the shares in Energiepark Trelder Berg GmbH to Enovos International Energiepark Trelder Berg runs one of the largest biogas power plant parks in Germany with a total installed capacity of 5.1 MW el and 5 MW th, sufficient to provide over 20,000 households with electricity The energy park was constructed based on proprietary designs and comprises three identical, highly efficient biogas plants with a capacity of 1.7 megawatt each The seller remains a minority shareholder and continues to run the plants goetzpartners solutions Identification and presentation of the investment opportunity to client Advice on the valuation of the target and the bidding strategy Assessed the business plan of the target including its underlying assumptions and drivers Coordination and support in the due diligence process Set-up and implementation of a negotiation strategy and assistance in all steps of SPA negotiations BayWa* 94.5% of Schradenbiogas Germany July 2010 Enovos Luxembourg* 100% in La Benâte Energies France June 2010 Enovos International* 80% in Energiepark Trelder Berg Germany January 2010 [ ] the previously announced strategy of Enovos to invest a three-digit million amount in the development, construction and operation of sustainable power plants using renewable energies is underpinned by projects like this biogas plant [ ]. Enovos International* Jean Lucius, CEO, Enovos 80% in Energiepark Trelder Berg Germany January 2010 8 * goetzpartners client 9

Automotive Practice Transactions in the automotive sector 2010 Case Study BEHR goetzpartners advised BEHR Group on the disposal of a majority stake to MAHLE Majority in BEHR Group* was to MAHLE Group via a staged structure Germany October 2010 Alcoa* its automotive structures and components business to BDW Technologies TWB Presswerk Group* was to prevent (two plants) and to Cerberus (one plant) Germany April 2010 Germany March 2010 Client BEHR Group with headquarters in Stuttgart, Germany, is a systems partner for the international automobile industry As specialist for air conditioning and engine cooling systems, the group is one of the world s leading manufacturers and suppliers of original equipment for passenger and commercial vehicles In 2009, BEHR Group generated sales of around EUR 2.5 billion with approximately 16,000 staff at 17 development locations, 28 production sites, and 12 joint ventures worldwide The cooperation with MAHLE in complementary product divisions provides additional growth potential for BEHR for engine-mounted components, such as exhaust gas and integrated charge air coolers. [ ] In doing so, we contribute significantly to reducing emissions and consumption in passenger cars and commercial vehicles. Dr. Markus Flik, CEO, BEHR Transaction The two Stuttgart-based automotive suppliers MAHLE and BEHR have agreed on a transaction structure in which MAHLE will take over shares in BEHR in several stages. With this transaction MAHLE and BEHR combine their strengths and secure their position in the group of global leading automotive suppliers The two first stages of the collaboration will involve a capital increase funded by MAHLE. In the first stage (2010), MAHLE will take on 19.9% of shares; in the second stage, at the beginning of 2011, the participation will be increased to 36.85% MAHLE holds the right to purchase additional shares in BEHR by exercising a call option starting in 2013, thereby taking over the majority of BEHR. In addition, the current shareholders of BEHR are entitled to sell their shares to MAHLE in several steps over a period of 10 years Majority in BEHR Group* was to MAHLE Group via a staged structure goetzpartners solutions Leading financial advisor to BEHR Group Preparation of all transaction documents along the process Set-up and implementation of sale process strategy, approach of selected strategic and financial investors Coordination of the transaction and due diligence processes for selected bidders, including a virtual data room, management presentations and Q&A sessions Support to the management team throughout the process Source: BEHR Germany October 2010 10 * goetzpartners client 11

Industrials Practice Transactions in the industrials sector 2010 Case Study Strack-Phönix-POB goetzpartners advised the shareholders on the sale of Strack-Phönix-POB Group to AXA Private Equity Strack-Phönix-POB Group* was to AXA Private Equity Germany July 2010 SüdKB*, a subsidiary of Landesbank Baden- Württemberg (LBBW) its 100% shareholding in Perga-Plastic to Serafin Privat Holding BEHR Group* 60% in BEHR Industry to MAHLE Group Germany July 2010 Germany June 2010 Client Strack-Phönix-POB Group consisting of the operating companies Strack GmbH, Phönix Armaturen-Werke Bregel GmbH and Präzisionsarmaturen Ostfalenpark Barleben GmbH is one of the leading manufacturers of high quality specialty valves for industrial applications worldwide The group offers customized solutions for applications in the chemical and petrochemical industries as well as in power generation Particularly in nuclear power plant technology, the group has built up scarce competencies over the past years and is today a supplier to Areva s hallmark project Olkiluoto 3 (OL3) in Finland In 2009, Strack-Phönix-POB Group generated sales of approximately EUR 40 million with a workforce of approximately 250 employees Transaction The shareholders of Strack-Phönix- POB Group mandated goetzpartners to identify a strong partner who actively supports the further expansion of the group s activities The shareholders ultimately entered into an agreement with AXA Private Equity to sell a 100% stake in Strack- Phönix-POB Group at highly favourable terms in a difficult market environment Along with the transaction the managing partners made significant reinvestments and now hold a minority shareholding in the newly formed group The combination of Strack-Phönix- POB Group s excellent technology base and strong footprint within its clients industries with the widespread network and financial capabilities of AXA Private Equity is expected to form the basis for significant growth potential in the medium term goetzpartners solutions Exclusive financial advisor to the shareholders of Strack-Phönix-POB Group Preparation of all transaction documents along the process Set-up and implementation of sale process strategy, approach of selected strategic and financial investors Preparation of management presentations and support of the management team throughout the process Organization and coordination of the due diligence process for selected bidders including preparation and management of data room and Q&A sessions Coordination of various sell-side advisors Assistance in preparation of the documentation for the sale and purchase agreement Assistance in negotiations until signing AXA Private Equity is our partner of choice with whom we will continue to pursue our growth objectives in the coming years. Strack-Phönix-POB Group* was Lothar Fichtner, Managing Partner, Strack-Phönix-POB to AXA Private Equity Germany July 2010 12 * goetzpartners client 13

Other Sectors Transactions in the consumer goods/retail, education, health care and industrials service sectors 2010 Nutrition & Santé* RAG* Chequers Capital* RSM Group* was its Spanish infant and baby food division to Lactalis RAG BILDUNG Group to TÜV NORD Silver Care Holding to EuroMaint Rail Spain pending Germany June 2010 Germany October 2010 Germany January 2010 Case Study RAG Bildung goetzpartners acted as exclusive M&A advisor to RAG Aktiengesellschaft in the sale of RAG BILDUNG Group to TÜV Nord AG Client RAG BILDUNG Group is a comprehensive provider of vocational education for youths and adults The Group operates in 4 business segments: preparatory training, vocational training, advanced training and personnel services; in addition, RAG BILDUNG Berufskolleg as a non-profit entity operates 4 private, fully accredited schools Headquartered in North Rhine- Westphalia and with further locations in Saarland as well as in Eastern Germany, the Group is one of the leading providers of vocational education and training in Germany, employing approximately 1,500 employees in over 50 educational centers In fiscal year 2009, the RAG BILDUNG Group generated a turnover of approximately EUR 120 million In the new corporate environment RAG BILDUNG can develop even more successfully. Bernd Tönjes, CEO, RAG Transaction RAG Aktiengesellschaft has decided to dispose of its shareholding in the RAG BILDUNG Group in order to concentrate on its core activities in the area of coal mining goetzpartners subsequently approached potential strategic and financial investors all over Europe in order to investigate the potential acquisition appetite One major challenge over the course of the transaction has been the interdependence of the forprofit division of education and training and the non-profit schools, which have to be maintained for a certain period of time to ensure proper mining-related education for RAG Aktiengesellschaft With the acquisition, TÜV NORD is strengthening its market presence in North Rhine-Westphalia, Saarland, Brandenburg and Saxony. The acquisition is expected to contribute to the growth and expansion of the TÜV NORD in the education and training sector RAG* goetzpartners solutions Exclusive financial advisor to RAG Aktiengesellschaft Preparation of all transaction documents along the process Set-up and implementation of sale process strategy and valuation of the target Identification and approach of selected international strategic and financial investors Preparation of the management presentations and support to the management team throughout the process Organization and coordination of the due diligence process for selected bidders including preparation and management of data room, Q&A and expert sessions Preparation, organization and execution of site visits for selected bidders Assistance in structuring the sale and purchase agreement and preparation of the respective documentation Leading of negotiations (jointly with legal counsel) of the purchase agreement until signing RAG BILDUNG Group to TÜV NORD Germany June 2010 14 * goetzpartners client 15

goetzpartners Corporate Finance Team goetzpartners has 22 senior professionals across Europe and about 70 corporate finance professionals in total our Senior professionals Our people are the key to our success. They all share the same sense of dedication and delivery for the benefit of the client. Hugues Archambault Director, Paris Peter Boesensell Managing Director, Munich Marc Boscheinen Director, Munich José Cabrera-Kabana Managing Director, Madrid Rupert Cook Head of Technology, London Dr. Stephan Goetz, Managing Partner and Founder, Munich Michael A. Goehr Director, Munich Martin Köster Director, London Aurélien Lasjunies Director, Paris Vaclav Matatko Managing Director, Prague Vladimir Matias Managing Director, Moscow Our employees are an integral part of our strategy and distinguish themselves through a high level of commitment and a genuine passion for their work, combined with a strong analytical background. Benoit Perrin d Arloz Director, Paris Ivo Polten Director, Munich Franck Portais Managing Director, Paris Dr. Jan-Hendrik Röver Managing Director, Moscow Dr. Henrietta Schmidt-Wilke Managing Director, Munich Dr. Gernot Wunderle, Managing Partner, Munich Alun Simpson Director, London Dr. Thomas Sittel Director, Munich Eric Ward Director, London Herbert Werle Managing Director, Zurich Hak Yeung Managing Director, London 16 17

About goetzpartners Passion, excellence, delivery a partnership for success M&A League Tables In 2010, goetzpartners ranked among the top M&A advisors in its sectors of activity With close to 200 professionals and offices in Munich, Dusseldorf, Frankfurt, London, Paris, Madrid, Moscow, Prague and Zurich as well as cooperations in Budapest, Los Angeles, New York, San Francisco, Bangalore and Mumbai, goetzpartners ranks as one of the leading independent consultancy firms in Europe. By offering profound expertise in the fields of corporate finance (goetzpartners CORPORATE FINANCE) and management consulting (goetzpartners MANAGEMENT CONSULTANTS) under one roof, goetzpartners combines deep functional expertise with a unique market approach. goetzpartners CORPORATE FINANCE is focused on M&A, corporate finance, fairness opinions/valuations and corporate partnering advisory. goetzpartners MANAGEMENT CONSULTANTS is specialized in the fields of strategy, organization, operational excellence, sales and marketing, restructuring and strategic due diligence. goetzpartners stands for an innovative consulting approach and tailor-made solutions that are successfully implemented together with its clients. European TMT transactions 2006-2010 per volume Rank Company # 1 KPMG 71 2 Rothschild 70 3 Deloitte 64 4 Lazard 53 5 Ernst & Young 51 6 PwC 48 7 Deutsche Bank 42 8 UBS 41 9 JPMorgan 33 10 Morgan Stanley 32 11 Credit Suisse 30 12 goetzpartners 30 13 Goldman Sachs 29 14 Grant Thornton 29 15 BNP Paribas 26 16 Jefferies 26 17 Citigroup 24 18 ING 24 19 Investec 23 20 ABN Amro 20 21 BDO 20 22 Merrill Lynch 19 23 LongAcre Partners 18 24 M&A International 18 25 DC Advisory Partners 17 goetzpartners sectors Germany 2010 per volume Rank Company # 1 goetzpartners 9 2 Lincoln 9 3 KPMG 8 4 PwC 7 5 Metzler 7 6 Rothschild 6 7 Doertenbach 4 8 Ernst & Young 3 9 Deutsche Bank 3 10 Deloitte 3 11 Klein & Coll 3 12 Credit Suisse 2 13 UBS 2 14 Leonardo 2 15 Morgan Stanley 2 16 UniCredit 2 17 Corporate Finance Partners 2 18 WestLB 2 19 MCF Corporate Finance 2 20 Global M&A 2 21 Lazard 2 22 Livingstone Partners 2 23 Mummert & Company 2 24 Network Corporate Finance 2 25 Citigroup 1 Deal Size < EUR 1,0 billion goetzpartner s sectors: consumer (retail), energy, industrial products, services and industrial (electronics) Source: mergermarket, 01/01/2006 10/01/2011 18 19

goetzpartners Offices and Contacts Dr. Gernot Wunderle Prinzregentenstr. 56 80538 Munich, Germany T: +49-89 - 29 07 25-0 Königsallee 60 B 40212 Dusseldorf, Germany T: +49-211 - 600 42-570 Bockenheimer Landstr. 24 60323 Frankfurt, Germany T: +49-69 - 2 47 50 48-0 Hak Yeung 32 Brook Street London W1K 5DL, UK T: +44-20 - 7647 7700 José Cabrera-Kabana Gta. Rubén Darío 3, 3 28010 Madrid, Spain T: +34-91 - 745 13 13 Vladimir Matias Prechistensky per. 14/1 119034 Moscow, Russia T: +7-495 - 981 07 91 Franck Portais 19, Avenue George V 75008 Paris, France T: +33-1 - 70 72 55 00 Václav Matatko Melantrichova 17 110 00 Prague 1, Czech Republic T: + 420-221 632 451 Herbert Werle Schwerzistrasse 6 8807 Freienbach/Zurich, Switzerland T: +41-055 - 4154 199 www.goetzpartners.com