Year End Review 2011 March 2012

Year End Review 2011 March 2012

Dear Reader, After a strong start the first half of 2011, the M&A market has been negatively influenced by the uncertainty of the Eurozone recovery programs and the related financing crunch in the second half of the year. Although many companies especially in Germany have shown record sales and earnings in 2010 and 2011, buyers doubted the sustainability. The banks reluctance in providing acquisition finance has also led to a number of shelved transaction processes and broken deals in the last quarter of the year 2011. Despite these challenges we are glad to have been able to successfully finalise more than 22 transactions in 2011. This shows that in such difficult markets the preparation of transactions is of essential importance. Therefore, together with our colleagues from our management consulting practice we have developed a transaction readiness assessment tool. In the assessment, business, legal, valuation issues and potential deal breakers are identified by taking the current requirements of the relevant buyers universe and financing banks into account. Based on our assessment tool, proper measures can be implemented and the right transaction window selected. Shelved processes do not only cost time and money, but lead to management distraction and destabilisation of companies. As forecasted in our last review, we have seen strong cross-border activity with BRIC countries. In 2011 we opened an office in Shanghai and strengthened our professional team in Moscow to cope with this development. We believe another challenging but positive year is ahead for M&A in 2012. Distressed M&A situations have increased sharply and our dedicated team is working on several cases. For private equity, the key will be how lenders look towards financing. If the current resistance of banks remains, we expect to see more minority, small cap and special situations deals by financial investors. Besides classic private equity we have experienced in 2011 strong interest from family offices. In this year s review you will find a detailed report on transactions we have finalised and other developments throughout our business in 2011. We thank you for your cooperation and support in the last year and look forward to working with you in 2012. Kind regards Dr. Stephan Goetz Managing Partner goetzpartners CORPORATE FINANCE Dr. Gernot Wunderle Managing Partner goetzpartners CORPORATE FINANCE 2 3

Highlights in 2011 goetzpartners closed 22 transactions in seven countries with a team of about 60 corporate finance professionals in ten offices Our business BELGIUM DENMARK Sale of Groupe de Boeck to Ergon Capital Partners Acquisition of 60% in 2C change by itelligence 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 GERMANY RUSSIA SWEDEN United Kingdom USA Acquisition of Credirec by EOS, a subsidiary of Otto Group Acquisition of Hay Group by The Gores Group Sale of EnergieService Deutschland to EnBW Operations Acquisition of KAMAZ s steel wheel production by mefro wheels Sale of GETRAG All Wheel Drive to GKN Acquisition of a 54.13% stake in Parseq by Rami Cassi (CEO) Sale of GETRAG Corporation to GKN 21 13 66 Deals per volume over the last 5 years (2007 2011) in % up to EUR 50 million EUR 50-250 million more than EUR 250 million 11 9 12 9 7 2 5 7 23 15 Deals per sector over the last 5 years (2007 2011) in % Telecom Media Information Technology ebusiness Business Services Industrials Automotive Energy/Utilities Consumer Goods/Retail Others Our Services Advising shareholders, 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 sale 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 & Business Service Practice Transactions in the telecom, IT, media, ebusiness and business service sector 2011 Case Study Groupe De Boeck goetzpartners advised Editis on the sale of Groupe De Boeck to Ergon Capital Partners 25,375,000 Rami Cassi (CEO), backed by Nova Capital Mgmt* and HarbourVest Partners* a 54.13% stake in Parseq United Kingdom December 2011 itelligence* (names/value not disclosed) Minority stake was to German family office Germany December 2011 EOS, a subsidiary of Otto Group* myobis* received equity funding from Seventure Partners and private investors Germany December 2011 Editis* QUISMA*, a WPP Group Company strategic advisory Germany November 2011 PORDA International (Finance) PR Group* entered into a Client Editis is the second largest book publisher in France with a strong footprint in literature, education, reference and practical books Editis also manages Interforum, a leading book distribution platform Editis is a wholly-owned subsidiary of Grupo Planeta, one of the three leading communication groups in Spain In 2010, Editis generated sales of EUR 750 million and employed approximately 2,200 people Divested business Founded in 1883 and in 2007 by Editis, Groupe De Boeck is a publishing house specialised in academic books (primary and secondary school and university) and books for professionals (law) in French and Dutch Groupe De Boeck is headquartered in Louvain-la-Neuve and employs approximately 224 people in France and Belgium Transaction After four years and a complementary acquisition (Bruylant), Editis Groupe De Boeck to Ergon Capital Partners, an affiliate of Groupe Bruxelles Lambert The transaction allows Editis to refocus on the French market and Groupe De Boeck to execute its ambitious growth strategy under the ownership of a prominent Belgian investor goetzpartners solutions Exclusive financial advisor to Editis - goetzpartners has been advising Editis recurrently since 2004 Identification of the most relevant financial partners for Groupe De Boeck Coordination and control of auction process with selected potential buyers Efficient management of the process despite limited involvement of Groupe De Boeck s management until advanced stage of negotiations to maintain internal confidentiality Maximisation of transaction price by building up and maintaining competitive tension and momentum throughout the process Management of the due diligence process, including preparation of data room, management presentations and Q&A sessions Leading of negotiations with bidders and then with the final acquirer strategic alliance a 60% stake in 2C change Denmark June 2011 Credirec France April 2011 Groupe De Boeck to Ergon Capital Partners Belgium April 2011 with Havas Hong Kong January 2011 I am sure that Groupe De Boeck, after a very successful period within Editis, will find with Ergon great growth and development perspectives. Alain Kouck Chairman and CEO, Editis Group Editis* Groupe De Boeck to Ergon Capital Partners Belgium April 2011 6 * goetzpartners client * goetzpartners client 7

Automotive & Industrials Practice Transactions in the automotive and industrials sector 2011 Case Study GETRAG goetzpartners advised GETRAG on the disposal of GETRAG All Wheel Drive and GETRAG Corporation Germany The Gores Group* Hay Group pending Russia mefro wheels* AVTOVAZ s steel wheel production $ 10,000,000 pending mefro wheels* KAMAZ s steel wheel production Russia December 2011 All Wheel Drive to GKN Sweden September 2011 Client The GETRAG Corporate Group is one of the largest system suppliers for automotive transmissions and powertrain systems worldwide with approximately 13,500 employees at 23 locations In 2010, GETRAG reached a turnover of EUR 2.6 billion Divested businesses GETRAG Corp. (U.S.) and GETRAG AWD (Sweden), constitute GETRAG s axle business with combined sales over USD 650 million The companies produce rear drive units (RDUs) and power take-off units (PTUs) as well as all-wheeldrive (AWD) systems for light vehicles Additionally, GETRAG granted an exclusive license for certain electric drivetrain technologies for electric and hybrid vehicles Transaction In July 2011, GETRAG entered into a binding agreement to sell GETRAG Corporation and GETRAG All Wheel Drive AB to GKN plc, the UK-based global engineering company In order to be able to sell 100% of the shares in both companies to GKN, GETRAG entered into agreements to acquire DANA Limited s respective shareholdings in the two companies volvo Car Corporation s shares in GETRAG All Wheel Drive AB were to GKN directly The purchase price for the two entities exceeded EUR 320 million (representing an EBITDA multiple of 5.6x) The transaction enables GETRAG to simplify its operational structure by focusing on core manual and dual clutch transmission technologies and electrification goetzpartners solutions Financial advisor to GETRAG during the entire transaction process Extensive support to the management team of GETRAG and the divested businesses throughout the transaction Coordination of the due diligence process including preparation and management of data room, site visits, expert meetings and Q&A Close cooperation with GETRAG and legal counsel on the preparation and negotiation of the sale and purchase agreement between GETRAG and GKN plc Negotiation with DANA Limited on the acquisition of the respective share in the two companies by GETRAG to enable the sale to GKN Negotiation of the exclusive license for electric drivetrain technology Corporation to GKN USA September 2011 Frazer-Nash* a stake in LTC and formed a joint venture with LTC USA April 2011 Künkel-WAGNER Prozesstechnologie* was to Simplex Capital Asia Germany January 2011 Even though GETRAG s axle business came out of the economic crisis successfully and has grown steadily ever since, GETRAG considers the transaction as advantageous for all parties involved. The employees will have a secure and prosperous future with the new owner and GETRAG will receive more independence and freedom to concentrate on the global core business of transmission technology. GERTRAG s strategic exit rational All Wheel Drive to GKN Corporation to GKN Sweden September 2011 USA September 2011 8 * goetzpartners client * goetzpartners client 9

Energy/Utilities Practice Transactions in the energy/utilities sector 2011 Case Study Razrez Sayano-Partizanskiy goetzpartners advised Razrez Sayano-Partizanskiy on the disposal of its shares to an undisclosed investor RUSVIETPETRO* debt advisory on financing of oil fields development Russia December 2011 The shareholders* EnergieService Deutschland to EnBW Operations Germany October 2011 Razrez Sayano- Partizanskiy* was to an undisclosed investor Russia September 2011 Enovos Luxembourg* BKW Energie Germany January 2011 Client Razrez Sayano-Partizanskiy LLC ( RSP ) is a Russian entity holding a license for the extraction of coal in the Sayano-Partizanskiy deposit The Sayano-Partizanskiy deposit is one of the largest deposits of the Kansko-Achinsky coal basin, located in the Krasnoyarsk, Kemerovo and Irkutsk regions. The total deposit s coal reserves exceed 1.5 billion tons RSP holds a license for the exploitation of approximately 25 million tons of coal in this deposit including the option to increase this amount to up to 70 million tons After additional investments the company s production capacity can be increased up to 1 million tons p.a. Transaction RSP s shareholders mandated goetzpartners to sell 100% of the shares in the company Based on goetzpartners s experience in the sector and well established contacts to the major market players, a handful of carefully selected potential buyers were approached After a competitive sales process, the client has accepted a bid from one of the largest players in the Russian coal market The new owner will invest into expansion of RSP s mining rights and production capacity, which will significantly strengthen its position in the region goetzpartners solutions Exclusive financial advisor to RSP Preparation of all transaction documents along the process Set-up and implementation of sale process strategy and valuation of RSP Identification and approach of selected potential buyers Coordination and support of the due diligence and transaction process Support in developing a transaction structure and in forming the legal entities Assistance in structuring the sale and purchase agreement and preparation of the respective documents Razrez Sayano- Partizanskiy* was to an undisclosed investor Russia September 2011 10 * goetzpartners client * goetzpartners client 11

Consumer Goods/Retail Practice Transactions in the consumer goods/retail sector 2011 Case Study Sanutri goetzpartners advised Nutrition & Santé on the disposal of Sanutri United Kingdom Open Gate Capital* a majority stake in Nicole Farhi to Kelso Place Management pending Nutrition & Santé* Sanutri, its Spanish infant and baby food division to Lactalis Spain June 2011 The shareholder* 75% in Schneekoppe to Change Capital Partners Germany February 2011 Client Nutrition & Santé ( N&S ), part of Japanese Otsuka Pharmaceutical Group, is the European leader in dietetic branded foods Its brands include Gerblé, Céréal (health & functional food), Gerlinéa, Pesoforma, Milical, Bimanan (slimming dietetics) and Isostar (sports nutrition) N&S has revenues of approximately EUR 300 million and almost 1,000 employees Divested business N&S s carve-out from Novartis in 2006 included the activity of Sandoz Nutrition in Spain, i.e. value-added baby milks and cereals distributed exclusively in pharmacies and parapharmacies under the Sanutri brand Transaction N&S mandated goetzpartners for the sale of its baby food business that was facing operational issues and had become non-core to the group The disposal was in line with N&S s ambition to confirm its positioning as a pure play dietetic food company and to emphasise its focus on three main segments: daily dietetics, slimming dietetics and organic foods Several offers were received at the end of the first and second bidding rounds After a four-month competitive process Lactalis signed an agreement to purchase the assets of the division (intellectual property, goodwill, inventory etc.) and take over the personnel The transaction price represented a double-digit multiple of 2010 EBITDA goetzpartners solutions Strong involvement in the organization of the information and the preparation of the written documents prior to the marketing phase Approach of selected potential buyers and differentiated marketing of the contemplated transaction Preparation, organization and coordination of the due diligence process including a data room and several management presentations Management of numerous regulatory aspects Assistance in negotiations with the bidders until signing of the transaction Nutrition & Santé* Sanutri, its Spanish infant and baby food division to Lactalis Spain June 2011 12 * goetzpartners client * goetzpartners client 13

Cross Border Transactions Based on our international network, 50% of the transactions in 2011 were cross boarder deals covering in total 11 countries on three continents Russia mefro wheels* AVTOVAZ s steel wheel production Nutrition & Santé* its Spanish infant and baby food division to Lactalis pending Spain June 2011 Künkel-WAGNER Prozesstechnologie* was to Simplex Capital Asia mefro wheels* KAMAZ s steel wheel production Russia December 2011 itelligence* 60% in 2C change Denmark June 2011 Enovos Luxembourg* BKW Energie All Wheel Drive to GKN Sweden September 2011 EOS, a subsidiary of Otto Group* Credirec France April 2011 PORDA International (Finance) PR Group* entered into a strategic alliance with Havas Corporation to GKN USA September 2011 Editis* Groupe De Boeck to Ergon Capital Partners Belgium April 2011 Case Study KAMAZ goetzpartners advised German automotive supplier, mefro wheels on the acquisition of KAMAZ s steel wheel production in Russia Client mefro wheels with headquarters in Rohrdorf, Germany, is a globally active automotive steel wheel supplier with approximately 2,200 employees at five locations under the mefro, KRONPRINZ and SÜDRAD brands, the group produces more than 25 million steel wheels for passenger and commercial vehicles p.a. Divested business KAMAZ s wheel production business, based in Zainsk, Russia, is the single source of steel wheels within the KAMAZ Group The KAMAZ Group is the largest heavy truck manufacturer in CIS and ranks 16th among the world s top heavy truck manufacturers With the acquisition of the KAMAZ plant that is orientated primarily towards the production of truck wheels we have been able to improve our market position in Russia substantially. Dr. Alfred Fischbacher Managing Shareholder, CEO and President, mefro wheels Transaction mefro wheels GmbH and KAMAZ AG entered into a framework agreement for the acquisition of KAMAZ s steel wheel production division KAMAZ s steel wheel production has so far been operated by the KAMAZ subsidiary KAMAZavtotechnika in Zainsk in the Republic of Tatarstan, Russia Before being by mefro wheels KAMAZ s steel wheel production facilities (including plant, facilities and employees) was spunoff into a separate legal entity As part of the transaction, mefro wheels has also signed a long-term contract ensuring the just-in-time supply of steel wheels and steel wheel/tyre assemblies to KAMAZ mefro wheels* KAMAZ s steel wheel production goetzpartners solutions Joint team from Moscow and Munich offices to ensure best market insights and direct access to local key decision makers in Russia Identification and presentation of investment opportunity to the client Direct approach of the Russian target s shareholders thanks to existing relationship of Moscow team Assistance in assessment of the steel wheel production business cost structure on basis of Russian market insights Advice on the valuation of the target Development of transaction structure with respect to local legal requirements and supervision of the spin-off procedure including transfer of assets and employees to the spunoff entity Coordination and support in the due diligence process Set-up and implementation of a negotiation strategy reconciling various economic, legal and cultural aspects Assistance in structuring and preparing the legal transaction documents including the framework agreement, SPA and the general supply agreement Support in fulfillment of the conditions subject to the transaction pre- and post-closing Germany January 2011 Germany January 2011 Hong Kong January 2011 Russia December 2011 14 * goetzpartners client * goetzpartners client 15

goetzpartners Corporate Finance Team goetzpartners has 17 senior professionals across Europe and about 60 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 Head of IT Marc Boscheinen Director, Munich Head of Financial Institutions Rupert Cook Senior Advisor, London Technology Michael A. Goehr Director, Munich Head of Energy/Utilities Dr. Stephan Goetz, Managing Partner and Founder, Munich 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. Dr. Gernot Wunderle, Managing Partner, Munich Dr. Arnold Holle Managing Director, London Head of Consumer Goods/Retail Ivo Polten Director, Munich Head of Industrials Dr. Arne Benjamin Kues Director, Munich Head of Automotive Franck Portais Managing Director, France Head of Media Václav Matatko Managing Director, Prague Dr. Jan-Hendrik Röver Managing Director, Moscow Vladimir Matias Managing Director, Moscow Alun Simpson Director, London Dr. Thomas Sittel Director, Munich Head of Distressed M&A Herbert Werle Managing Director, Zurich Dr. Henrietta Schmidt-Wilke Managing Director, Munich Head of ebusiness and Healthcare 16 17

About goetzpartners Creating sustainable value M&A League Tables In 2011, goetzpartners ranked among the top M&A advisors in its active sectors goetzpartners is a leading independent European consulting company that combines M&A (mergers & acquisitions) advisory and management consulting under one roof. With this unique service offering goetzpartners advises companies along their whole value chain, thus creating sustainable value for them. The Group is represented with offices in Munich, Düsseldorf, Frankfurt, London, Madrid, Moscow, Paris, Prague, Shanghai and Zurich, and maintains international cooperation ventures. goetzpartners Corporate Finance provides a wide range of services and advises clients on strategy, mergers and acquisitions, capital raising and financial restructuring. In addition it provides debt advisory services with a focus on structuring and raising company acquisition and project-related debt financing as well as debt restructuring for companies in financial distress. For numerous international clients, we have raised well-structured and adequately priced funding. goetzpartners Management Consultants concentrates mainly on the fields of strategy, operational excellence, and business transformation. European TIME transactions 2006-2011 per volume Rank Company # 1 Rothschild 86 2 KPMG 84 3 Deloitte 70 4 Lazard 63 5 Ernst & Young 57 6 PwC 55 7 Deutsche Bank 47 8 UBS 45 9 Morgan Stanley 39 10 JPMorgan 36 11 BNP Paribas 34 12 Goldman Sachs 33 13 Grant Thornton 33 14 goetzpartners 32 15 Credit Suisse 31 16 ING 31 17 Jefferies 29 18 Citigroup 28 19 M&A International 28 20 Investec 25 21 BDO 25 22 DC Advisory Partners 23 23 ABN AMRO 20 24 Merrill Lynch 19 25 SEB Enskilda 19 goetzpartners sectors Germany 2006-2011 per volume Rank Company # 1 Ernst & Young 52 2 Deutsche Bank 38 3 Rothschild 36 4 KPMG 36 5 goetzpartners 35 6 Lazard 26 7 PwC 26 8 DC Advisory Partners 23 9 Deloitte 23 10 Global M&A 23 11 UBS 22 12 Lincoln International 22 13 Credit Suisse 20 14 Sal. Oppenheim 19 15 Leonardo 18 16 UniCredit 17 17 Morgan Stanley 16 18 Corporate Finance Partners 16 19 Goldman Sachs 15 20 Commerzbank 14 21 Dresdner Kleinwort 13 22 M&A International 13 23 Mummert & Company 13 24 Metzler 12 25 Doertenbach 12 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 Tel.: +49-89 - 29 07 25-0 Königsallee 60 B 40212 Dusseldorf, Germany Tel.: +49-211 - 600 42-570 Bockenheimer Landstr. 24 60323 Frankfurt, Germany Tel.: +49-69 - 2 47 50 48-0 Calle Marqués de Urquijo n 30, piso 1 28008 Madrid, Spain Tel.: +34-91 - 745 13 13 Unit 1610 No. 336 Middle Xizang Road 200001 Shanghai, P. R. China Dr. Arnold Holle 32 Brook Street London W1K 5DL, UK Tel.: +44-20 - 7647 7702 Vladimir Matias Prechistensky per. 14/1 119034 Moscow, Russia Tel.: +49-89 - 29 07 25-257 Franck Portais 19, Avenue George V 75008 Paris, France Tel.: +33-1 - 70 72 55 13 Václav Matatko Melantrichova 17 110 00 Prague 1, Czech Republic Tel.: + 420-221 632 451 Herbert Werle Schwerzistrasse 6 8807 Freienbach/Zurich, Switzerland Tel.: +41-55 - 410 22 94 www.goetzpartners.com