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MAZARS T R A N S A C T I O N A D V I S O R Y S E R V I C E S ( T A S )

Due Diligence

MAZARS Presentation Munich, Apr i l 29 th , 2014

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Our today‘s agenda for you

This information is confidential and was prepared by MAZARS Germany solely for the use of our client; it is not to be relied on by any third party without MAZARS prior

written consent.

1. Our Approach

2. Clients & Global Reach

3. Our Team & Credentials

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1. Our Approach Portfolio

Strategy

Capital Market

Benchmarking

“A lack of transparency results in distrust and a deep sense of insecurity”

Dalai Lama

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MAZARS has a proven methodology to manage multi-disciplinary teams. We also have a

strong competitive advantage because of our firm resources in foreign locations.

1. Pre-

Service Reading the Information Memorandum and support bidding process with inquiries, deal relevant advices and high level data book

analyses.

Participation in Management Presentation.

A high level red-flag for agreed-upon deal areas could be filled.

2. Red Flag

Report

3. Due

Diligence

Filling a Red-Flag Report with all relevant data regarding the transaction.

Adjustment of the Report according to project and client specific requirements

Extension of the Report with regards to new findings during the throughout due diligence process

Dull Due Diligence Report to be used for negotiations and bank financing

Additional analyses and reporting to strengthen the negotiation position

Timetable and reporting adjusted to client’s requirements.

SPA Advice

Ownership of PMI

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MAZARS unique selling proposition resides in a practical, clear and jargon-free methodology.

Our value emphasises doing the right thing, not necessarily the easy thing.

MAZARS Unique Selling Proposition

Competent

Specialist Dedicated team of Partners and Professionals

Integrated MAZARS Partnership (Tax, Auditors and

Consulting)

We seek to clear, down-to-earth communication

We tell it the way it is

Consistent

Value Management MAZARS wants to become your preferred Partner

We generate deal opportunities whenever and wherever we can

We focus on results rather than reports

We operate with a great sense of urgency

We measure our success by our client’s results

Entrepreneurial

Mind-Set MAZARS offers highly competitive rates, with a global foot-

print

We align ourselves completely with our clients

Flexibility towards deal new findings

We acknowledge impact, not intellectual elegance

Sustained

Implementation MAZARS delivers a high-value deal-related advice on a 24/7

basis

Integrated solutions are offered to your success

Our values system emphasizes doing the right thing, not

necessarily the easy thing

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Client

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Our work’s outputs are results, which provide an in-depth analysis of the business. Our reviews

add tangible values by focusing on the key matters.

Integrated Solution / Project Steering

Outside-In

Analysis

Further

Analysis Data-Room

Q&A

Management

Additional

Analysis

Agreement

Negotiations

Understanding the

Corporate Strategy

Understanding the

acquisition need

Identification of

acquisition criteria

based on client

objectives

Agreement on

relevant target

sectors

Discussion on

acceptable

acquisition

Clarification of

preliminary tax and

legal issues

Identify potential

targets

Establishing “long

list”

Screening and

selection of

potential targets to

come up with a

“short list”

Define Strategy for

contact

establishment

Target company is

identified

Preparation of

buyer teaser

Agree revised short

list

Initial meeting with

target companies

Draft of an initial

and limited

information request

and send out

Agreement on form

of documentation

and reporting

Analysis of

documents made

available or and

publicly available

First non-binding

offer

Finding out

concerns of the

target management

/ shareholders for

potential disposal

Client involvement

in the discussions (if

desired)

Supervision of the

due diligence

process

Formulate Q&A

sessions to target

Legal Strategy

Tax Strategy

Preparation of final

offer

Advice regarding

pricing strategies

and further steps

Analysis of the

amount as well as

timing and

financing needed

Analysis of the types

of financing

possible /

guarantees to be

given within the

deal frame

Coordination of the

specialist services

provided for tax /

legal optimization

Advice regarding

pricing strategies

and further steps

Advice on the

implications of the

results of the due

diligence analysis

Binding offer to

target

Decision by target

to signing/closing

Decision by target

to engage a second

phase of inquiries

and communication

Decision by target

whether binding

offer withheld

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MAZARS is committed to add value to your transaction by demonstrating flexibility and

responsiveness throughout the engagement to help you reach your objectives.

Commercial Due

Diligence

Financial Due Diligence

Tax Due Diligence

Corporate Finance

Company overview

Historical trading

Current trading

Projections

Historical cash Flow

Historical assets and

liabilities

Sustainability of

earnings

Forecasts

Working capital

Capital Expenditure

Cash flow

Debt

Corporate governance

Accounting matters

Restructuring opinion

(also IBR)

Arbitration support

Deal generation

Purchase price

allocation

Fairness opinion

Corporate tax

International tax

Transfer pricing

Value added tax

Employees’ tax

Regulatory and

Competition

Positioned within

MAZARS Consulting

Operational synergies

Streamlined resources

Performance management

Post-acquisition agenda

Technology Due

Diligence IT Due Diligence

HR Due Diligence

MAZARS

Capabilities Buy-Side

Sell-Side *)

Valuations

Capital raising

Transaction support

Mergers & Acquisitions

Financial modelling

Investment advisory

Corporate restructuring

Issues

Identification

Issues

Identification

7 *) The complete spectre of our Sell-Side performances is enclosed in the next slide

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The scope of work related to vendor-side performances is given in the following table

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Sell-Side-Support Fact Book

Scope’s depth

Scope’s breadth

Flexible

Flexible

Flexible

Flexible

Full

Limited flexibility

MAZARS branding

MAZARS conclusion

No

No

No

No / Factual based

Yes

Yes

Buyer reliance

Deliverable

No

Data set / Transaction Model

No

Report

Yes

Report

Meeting with bidders

Distribution to bidders

Yes, but only in the context

of the basis of preparation

Possible – client controlled Yes

Yes, but only factual based

messages

Yes

Yes, including MAZARS point

of view

Vendor Due Diligence

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Our global TS coverage standards allow us to deliver not only reports by strong results with

practical recommendations based on a direct, practical and down-to-earth method.

• Develop a cross-over

understanding of the business

• Track of relevant characteristics

• In-depth analysis of financial performances

• Strong interaction with the client

• Valuations

• Customized results reporting

• Practical and recommendations

• Focus on key issues

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2. Clients & Global

Reach

“Individual commitment to a group effort – that is what makes a team work, a

company work, a society work, a civilization work”

Vince Lombardi

Global

Growth

Strategic

Capital

Allocation

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MAZARS recognition has been increasing, reflected by the increase in monthly conducted

FDDs. We also cooperate with clients across the full range of capabilities and industries.

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2012 2013 2014

Average of monthly performed due

diligences

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

2014

Client segments Financial Due

Diligence

(M a n u f a c t u -r i n g )

Comprehensive due

diligence investigation

performed for PE in

Zurich

Financial Due

Diligence

(S o f t w a r e )

Comprehensive due


performed for PE in

Hamburg

Financial Due

Diligence

(T e c h n o l o g y )

Comprehensive due


performed for PE in

Munich

Lately

conducted

FDD

Multinational corporate clients

looking for investment

opportunities in Germany

Multinational corporate clients

looking for investment

opportunities abroad

Institutional investors (widely PE),

based in Germany, looking for

investment opportunities in

Germany

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Since 1940, MAZARS has emerged in 71 countries and has about 14T employees world wide.

Major strategic footprint partners relates to the global TAS Team.

Covered / Integrated Countries

MAZARS Correspondents and Representatives

Not integrated Countries

NORTH AMERICA

SOUTH AMERICA

AFRICA

EUROPE

MIDDLE EAST

40 TAS

Advisors

30 TAS

Advisors

410 TAS

Advisors

30 TAS

Advisors

40 TAS

Advisors

ASIA

60 TAS

Advisors

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3. Our Team &

Credentials Value Due

Diligence

Value Driven

Management

“You cannot escape the responsibility of tomorrow by evading it today”

Abraham Lincoln

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Credentials (excerpt) Paragon Partners (Munich)

Acquisition of DTMS group.

Acquisition of three medium sized portfolio companies and Sell-side “carve-outs” of two medium sized portfolio companies.

Confidential Clients

Ten medium buy side transactions by private equity houses and multinational clients (some are still pending).

Complex Carve-out of a German stock-index listed company.

TÜV Süd

Several cross-border transactions (Spain/Singapore).

Sopra

Complex Carve-out of a German stock-index listed company.

NORAC Groupe Alimentaire

Acquisition of a Midcap Food Company

Bilfinger SE

Acquisition of an Engineering Company.

Geometric Ltd (Mumbai)

Acquisition of Midcap Engineering Company.

Capiton

Acquisition of Midcap Manufacturing Company.

Voith

Acquisition of a large technology company in Brazil.

Humana / Nordmilch

Complete Transaction Advisory Services, including Due Diligence and Valuation. C

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Our TAS Team has a long lasting experience in helping clients reach their objectives. We would

like to pursue this with you.

Claus Buhmann Head of TS Munich

German / US Certified Public Accountant

Cell: 0049-172-6947528

Email: [email protected]

Main focus Financial Due Diligence

Vendor Due Diligence

Carve-out

Business Valuation and vendor assistance for strategic buyers and

private equity funds

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Our lately (in 2014) performed Financial Due Diligences involve a broad range of clients

present in various industries.

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FINANCIAL DUE DILIGENCE

MAZARS TAS

provided financial and tax due

diligence to Paragon Partners –

Munich in connection with the

acquisition of 100% shares of

DTMS group (carve-out from

Netrada Group)

Value Not Disclosed

2014


MAZARS TAS


diligence assistance and to a Zurich

based Private Equity in connection

with the acquisition of 100%

shares of an automotive supplier

Value Not Disclosed

2014


MAZARS TAS


diligence assistance to ACC

Holding – Hamburg in connection


shares of Himmelwerk Hoch- und

Mittelfrequenzanlagen GmbH

Value Not Disclosed

2014


MAZARS TAS


diligence assistance to a Spain

based corporate firm in connection


shares of an undertaking company

(carve out from a US stock-listed

company)

Value Not Disclosed

2014


MAZARS TAS


diligence to Sopra France in

connection with the acquisition of

100% shares COR & FJA Banking

Solutions GmbH (carve-out)

Value Not Disclosed

2014


MAZARS TAS


diligence assistance to NORAC

Groupe Alimentaire in connection


shares of IBIS group

Value Not Disclosed

2014


MAZARS TAS


diligence assistance to TÜV Süd –

Munich connection with the

acquisition of 100% shares of AL

Technologies in Singapore

Value Not Disclosed

2014


MAZARS TAS

provided financial due diligence

assistance to Capnamic Ventures –

Cologne in connection with its

significant share acquisition of

travador.com

Value Not Disclosed

2014

CONFIDENTIAL CONFIDENTIAL

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We have people with an excellent track record, with whom you would enjoy working with. We

treat our clients as we would like to be treated.

Head of FAS Germany WP / StB

Head of TAS Munich WP / US CPA

Partner WP / StB

Head of CF Germany WP / StB

Senior Manager ACCA

Senior Manager WP / StB

Senior Manager WP / StB

Manager

RWTH Aachen

WP

Senior Associate

StB

University of Cologne

University of Edinburgh

Associate

HfWU Nürtingen

HS Deggendorf

Associate

TU Munich

Columbia University

Associate

TU Munich

Supélec Gif Sur Yvette

Associate

Associate

Heinrich-Heine Univ.

University of Barcelona ESCE Paris

Berlin School of Economics

Visiting Analyst

TU Munich

University of Zurich

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LEIPZIG Neumarkt 9 A

04109 Leipzig

Phone: +49 341 1263-0

Fax: +49 341 1263-133

E-Mail: [email protected]

MUNICH Bernhard-Wicki-Straße 7

80636 Munich

Phone: +49 89 21636-0

Fax: +49 89 21636-133


DÜSSELDORF Bennigsen-Platz 1

40474 Düsseldorf

Phone: +49 211 8399-0

Fax: +49 211 8399-133


Please do not hesitate to contact us for further details.

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FRANKFURT Theodor-Stern-Kai 1

60596 Frankfurt

Phone: +49 69 96765-0

Fax: +49 69 96765-2160


STUTTGART Friedrichstraße 10

70174 Stuttgart

Phone: +49 711 601787-0

Fax: +49 711 601787-17


BERLIN Hausvogteiplatz 10

10117 Berlin

Phone: +49 30 200774-0

Fax: +49 30 200774-44
