ICP General Presentation

2300 M ST, NW SUITE 800 • WASHINGTON, DC 20037 • USA P: +1 202 521 4440 • F: +1 202 747 2957 WWW.IRISCAPPARTNERS.COM

2005 - 2012

Presentation of Iris Capital Partners’ Mergers and Acquisitions Advisory Services

http://www.iriscappartners.com/�

Iris Capital Partners (ICP) Profile

Founded in 2004, ICP is a boutique investment banking firm that offers its client mergersand acquisitions advisory and support services.

The core competences of ICP include identification of targets, preliminary valuations andnegotiations, due diligence and other necessary support during all stages of M&Aprocess.

Our goal is to help our clients to conduct acquisitions in-house by providing them withprofessional support during all stages of M&A transactions from the search of potentialacquisition targets to final negotiations and post-acquisition integration.

2 www.iriscappartners.com


Overview of Services Provided by ICP

• Identification of acquisition targets;•Preliminary contacts with the identified targets;• Information gathering, valuation and preliminary negotiations;•Due diligence support;•Assistance with LOI/Termsheets and subsequent steps.

M&A: Buyside Transactions

•Preparation of investment documentation and valuation;•Search and selection of buyers and preliminary negotiations;•LOI/Termsheet;•Due diligence support.

M&A: Sellside Transactions

•Financial and benchmark profitability analysis;•Financial modeling and statistical analysis services;•Transfer pricing analysis;•Valuation of intellectual property and equity positions in private companies.

Financial and Economic Analysis



Mergers and Acquisitions Advisory Services: Sellside

• ICP focuses its sellside Mergers and Acquisitions services on private companies with solid andproven business model and established market shares.

• On sellside engagements we work with business owners that realize that merger could bebeneficial for them not only as an “exit strategy” but also as a way to take their business to thenext level via strategic partnership.

• We work with clients that understand that fair business valuation is only one part of a successfultransactions. Another important part is deal structuring, including a fair “earn-up” andtransition period.



Sellside Process

Preparation of

Investment Documents

Selection of Buyers

Preliminary Negotiations

Termsheet / Letter of

Intent “LOI”

Due Diligence

Negotiations of Final

AgreementsClosing

Presentation of Buyer(s)

Acceptance of LOI

5www.iriscappartners.com


ICP served as an exclusive adviser to theshareholders of Izolan Ltd during all stages of thetransaction. ICP performed the following services:

• Business valuation;• Negotiations with prospective buyers (BASF, DuPont,

Dow Chemicals);• Structuring of the joint-venture with the selected

strategic partner – Dow Chemicals;• Support to Izolan’s attorneys ;• Transfer pricing arrangement between JV “Dow-Izolan”

and Dow Chemicals;• Employment and earnup agreements for the

shareholders and key employers of Izolan Ltd.

“… this joint-venture would not be possible without Alexey’s (ICP) support and guidance. I can highly recommend Alexey to owners of Russian companies that want to build a working joint-venture with a Western company.”

Mikhail Tsarfin, CEO of “Dow-Izolan” former owner of Izolan Ltd.

As a result of this transaction, a brand-new plant that incorporates all latesttechnologies was built in the City ofVladimir (170km from Moscow).

Today DOW-Izolan is a leading producerof polyurethane systems in the RussianFederation.



Mergers and Acquisitions Advisory Services: Buyside

ICP provides its buyside Mergers and Acquisitions services to companies that prefer to performacquisition activities in-house. ICP provides the following services:

1. Identification of acquisition targets that meet selection criteria set by the client;2. Preliminary negotiations with owners of the identified target companies about the prospects ofpotential acquisition;

3. Preliminary negotiations, including: Financial and operational information gathering; Verification of the provided data, including field visits and other activities necessary to conduct preliminary

due diligence; Business valuation and initial negotiations; Preliminary negotiations on deal structuring (earnups, non-competes, employment agreements, options,

etc.).

During the initial stages ICP can act without revealing the name of the client to the potential targets.



Buyside Process

Identification of the search

criteria for potential targets

Identification of acquisition targets that

meet the selection criteria

established by the client

Preliminary Negotiations with selected

targets

Termsheet / Letter of

Intent “LOI”Due Diligence

Negotiations of Final

AgreementsClosing

Acceptance of LOI



Examples of Projects Completed by ICP



http://www.competentum.com/

Our Competitive Advantages

10

• ICP maintains total transparency at every stage of the process. No “black box solutions” in valuation, search and negotiations with potential targetsTransparency

•We recognize that unauthorized disclosure of information about the client’s intentions can damage the business, therefore, ICP maintains complete confidentiality during the entire process.

Confidentiality

• ICP has developed relationships with local boutique investment banks in the European Union, the Russian Federation, Kazakhstan, and Ukraine. From our experience, it is often better to use smaller, more dynamic boutique-style banks to execute transactions in emerging markets. Large Investment banks often are not well-equipped to handle transactions under certain amounts.

Network of relationships

•Our cost structure is flexible and is result-oriented. Our team consists of highly skilled professionals that are mobile, multilingual and multicultural.

Cost effectiveness

•We treat our clients’ businesses as our own and striving to protect our clients’ interests is always our number one priority.

Personable approach

www.iriscappartners.com


ICP Team and Qualifications

Alexey Khripunov Managing Director

Alexey has over 10 years of experience in investment banking, both sell-side and buy-side,private equity and valuation. Prior to joining Iris Capital Partners, Alexey was a vicepresident at the Houlihan Lokey investment bank and before that he worked at KPMGValuation Group, Deloitte Economic Analysis and Valuation Group and Price Waterhouse.Alexey Khripunov completed his MBA with concentration in Finance at the GeorgeWashington University in Washington. DC.

John Bryant Senior Research Manager

John has over 15 years of experience in financial communications and compliance-related services to the public and private companies. John is an expert in the US SECEDGAR database and other databases that contain data on public and private companies,M&A transactions and other critical data to successfully complete sell-side engagements.John is a graduate from the State University of New York.

Daniela Farias, Ph.D. Senior Financial Engineer

Daniela performed financial modeling services to such companies as IBM, AXARosenberg and other Fortune 100 companies. In addition to ICP Daniela serves as aprofessor of mathematics and statistics the Massachusetts Institute of Technology(MIT). She has significant experience in financial modeling and statistical analysis.Daniela earned her Ph.D. in mathematical science from Stanford University.

11

Brian WestGeneral Counsel

Brian West serves as General Counsel for Iris Capital Partners. He has more than 22 yearsof experience assisting clients in the areas of venture capital structuring, internationalbusiness and civil law. Mr. West has worked extensively in establishing and operatingvarious businesses which include an outdoor advertising concern in the US, real estatesettlement services firms and traditional legal services entities.



ICP Team and Qualifications

Alexander KolosovVice President

Prior to joining ICP Alexander worked for DaimlerChrysler in Europe and was responsiblefor business development and VIP client management in Eastern Europe and FormerSoviet Union. Alexander holds Master’s degree in Economics and Business Developmentfrom The Riga Technical University of Civil Aviation (Riga, Latvia).

12

Dr. Michael HolmesSenior Advisor

Michael Holmes holds a Ph.D. in Geology from the University of London and a M.Sc. inPetroleum Engineering from the Colorado School of Mines. He started his professionalcareer with British Petroleum (England, Libya, East Africa, and North Sea) and then joinedShell Canada. Subsequently, he was a Research Scientist for Marathon Oil Company'sDenver Research Center. For a brief period, he was Exploration and Production Managerfor Berry Wiggins in London.

Dr. Bernhard SchmidSenior Advisor

Dr. Schmid advises and represents Iris Capital Partners after having spent the past 26years at UBS AG's legal department. Over many years, he was General Counsel of the UBSCorporate Center. During his career at UBS, Dr. Schmid worked in New York, London andZurich. Bernhard’s experience is focused on banking law and international trade law.

Dr. Schmid received his Doctor in law from Basle University and is admitted as attorney atlaw in Switzerland. He completed advanced management program at INSEADFontainebleau.



2300 M ST, NW SUITE 800 • WASHINGTON, DC 20037 • USA P: +1 202 521 4440 • F: +1 202 747 2957 WWW.IRISCAPPARTNERS.COM

We are looking forward to talking to you!


Economy & Finance

ICP General Presentation