Company introduction

The Independence Company

1 © TIC FAS 2012.

Page

Index

• Our believes and values 2

• How are we organised? 4

• Our services – Interim Assignments 5

• Our services – Finance & Advisory Services 8

• Added value 11

• Our service team 12

Index

2 © TIC FAS 2012.

Our believes and values (1)

Everything we do, we believe in challenging the status quo of the Accountancy & Advisory market and we believe in making a difference for our customers and our professionals;

We believe the time is now for a reset in the Accountancy & Advisory market and we want to be frontrunners. Customers want added value, independency and top quality for a reasonable price;

We show our customers that it can be different, that it is not about hours times rate, it’s about delivering solutions to our customers, provide them with top quality and exceed expectations;

In doing so, we believe that each professional connected to our network should benefit from

their efforts and contributions.

“We believe that our model is the answer in today’s Accountancy & Advisory market and will deliver the best solutions for our customers and

our professionals”

3 © TIC FAS 2012.

Our believes and values (2)

The way we do this is as follows:

• Our professionals have at least a minimum of 5 years working experience at a BIG4 firm;

• All our professionals benefit from the succes of our network;

• We do not make any concessions to quality and our back-office and quality control is managed

as a BIG4 firm;

• We offer relevant sector expertise to our customers such as retail, wholesale, service,

engineering, manufacturing, financial services, health, energy, IT, education,

property and transport sectors;

• We are a 100% Advisory Only firm, our customers do not pay fees to secure independency, we

are 100% independent!;

• We offer value for money;

• We offer a wide range of skills and solutions to our clients such as M&A, IFRS, Internal

Control, Internal Audit, Management Information and Pre-Audit Services.

“Our firm is built upon the principles of integrity, objectivity, sharing

knowledge and technical excellence”

4 © TIC FAS 2012.

How are we organised?

The Independence Company

Interim Assignments TIC Finance & Advisory

Services (TIC FAS)

Advisory-only, M&A/Transaction related

services

25 ex-BIG4 finance professionals

Our service offering is

organised through two

business units and is

tailored to address your

unique needs:

1) The Independence

Company: interim

projects

2) TIC FAS: Transaction

Support services

Our professionals share

knowledge, share their

network and are able to

act quickly.

The unique structure of

The Independence

Company quarantees

highly motivated experts.

5 © TIC FAS 2012.

6 © TIC FAS 2012.

Our services – Interim Assignments

We offer a wide range of

value-added services to

the portfolio companies of

private equity owned

companies.

IFRS, External Reporting

• Some of our professionals are recognised as External Reporting specialist and are also acting as teachers for universities such as the VU in Amsterdam;

• We help our clients in preparing annual accounts to comply with RJ, US GAAP, IFRS and other legislation. We also assist our clients performing an impact analysis by introducing different/new accounting standards.

Internal Control & Internal Audit Services

• As part of our core competence we perform operational, financial and compliance audits. Furthermore we draw up risk analyses, flow charts and audit programs. Finally we assist our clients in setting up an effective governance structure and implement enterprise risk management.

Business Control

• Our professionals have knowledge of a broad range of business sectors and their special issues. We can assist our client in all aspects of business control (reporting, business cases, managementinformation, liquidity/cash forecast etc.).

Pre Audit Services & Dashboarding

• We support our customers with pre audit services. This service offering is aimed to deliver annual accounts and “audit proof” files making sure the independent audit will be efficient;

• We also assist our clients in setting up a dashboard which includes the latest P&L, Balance Sheet, Cash Flow overview and relevant KPI’s.

CFO Support

• Our professionals have the skills to assist CFO’s in their decision making proces, analysing the key value drivers of the business, prepare investment proposals, improve internal control procedures, implement cost savings initiatives or assisting CFO’s during M&A activities.

DRAFT DRAFT

7 © TIC FAS 2012.

Interim Assignments – Our experience

The past four years we

have worked with all

types of clients both large

and small companies. Our

extensive experience has

enabled us to develop

strong relationships

across a diverse range of

business types and sizes.

8 © TIC FAS 2012.

9 © TIC FAS 2012.

Our services – TIC Finance & Advisory Services

TIC FAS offers a tailor

made approach to each of

your transactions.

We are 100%

independent Advisory

firm (“Advisory Only”).

Our approach is based on

delivering high quality

services, hands on,

focussing on your deal

driver issues.

Buy-side due diligence

The potential for error is high in an environment where speed is critical. Our focus is on helping you improve your outcomes. We help you to: identify key drivers, improve deal structures, mitigate risks and challenge assumptions about future performance.

• Buy-Side Due Diligence (preliminary and final);

• Financial modelling; • Preparation of the business plan;

• Input for SPA.

Service examples

Sell-side due diligence

During a disposal we recommend to include Vendor Assist Support above Vendor Due Diligence. The added value of a VDD can be challenged. We therefore focus on vendor assist support providing you with a tailor made hands on approach rather than a risk avoiding approach such as the preparation of a Vendor Due Diligence report.

• Carve out preparation; • Vendor’s documents such as

Financial Factbook or Current trading update;

• Completion of the business plan; • Process management (dataroom).

Independent Business Review (IBR)

An Independent Business Review (IBR) is often a requirement prior to making key financial and investment decisions. Stakeholders have both a need and desire to gain clarity of the current position and consider their options. In cases or underperformance or distress an IBR forms a common basis for all parties. .

• Current trading and financial position;

• Forecasts, projections and assumptions;

• Systems and processes; • Sensitivity analysis assessment.

M&A Accounting Advisory

Targets in cross-border acquisitions may prepare their financials under different GAAP and need to convert their financials to the acquirer’s GAAP post-acquisition for consolidation or equity accounting purposes, which may also result in substantially different financial picture of the target

The company’s independent auditors can no longer advise on many of these without violating auditors’ independence rules. Companies will need assistance to supplement their internal resources and provide the depth of experience necessary to address M&A-related accounting issues.

• Accounting and Financial Reporting Advice;

• GAAP Conversion & Reconciliation; • Carve-Out, Spin-Offs and Other

Deal Structuring Advice; • GAAP Training.

10 © TIC FAS 2012.

TIC FAS – Our experience

Before starting TIC FAS

Dennis Doornbos worked

for KPMG Transaction

Services where he spent

two years at KPMG

Transaction Services

Australia.

His transaction

experience includes both

corporate clients such as

Goodman Properties,

Cairns Airport, Imtech,

Schiphol Airport and for

private equity clients such

as Waterland, Bencis,

Rabobank, ABN AMRO

and Charterhouse.

Selection of transactions during KPMG period

Selection of TIC FAS transactions & projects 2012

Buy-side support

Due diligence report for the

acquisition of a trade (fashion)

company

Buy-side support

Due diligence report for the

acquisition of a software company

Sell-side support

Vendor assist support for a

Sydney (Australia) based software

company

Buy-side support

Due diligence assistence for a

portfolio company of Friesland Bank

Investments

Buy-Side Support

Buy-side support for the acquisition

of a software company

Confidential

11 © TIC FAS 2012.

Added value

We have an attractive

service proposition for

both the Investment

team and your portfolio

companies.

Your Investment Team Your Portfolio Companies

1. We have deep sector knowledge and deal experience;

2. International experience and international network at your disposal;

3. 100% independent `Advisory Only` firm, so no engagement risk assessment costs to be covered;

4. Dedicated, highly skilled and enthusiastic team; 5. We work upon the principles of integrity,

objectivity, sharing knowledge and technical excellence.

Our commitment to you

1. Temporary financial professionals are available in case of urgent need;

2. Our professionals have at least 5 years of working experience and have a BIG4 background;

3. We offer a wide range of services with BIG4 quality against attractive rates;

4. We share knowlegde and will refer you to the best professional to deal with your issue(s);

5. We work upon the principles of integrity, objectivity, sharing knowledge and technical excellence.

12 © TIC FAS 2012.

Service team

Dennis Doornbos MSc, managing director TIC Finance & Advisory Services

• MSc, Nyenrode Business University;

• Before TIC FAS Dennis worked for KPMG TS, PricewaterhouseCoopers and BDO Accountants. He worked two years in Australia at the M&A practice of KPMG Sydney;

• His transaction experience includes both corporate clients such as Goodman Properties, Cairns Airport, Imtech, Schiphol Airport, SME’s and for private equity clients such as Waterland, Bencis, Rabobank, ABN AMRO, Soestdijk Capital, Friesland Bank Investments and Charterhouse;

• Contact details: ddoornbos@tic-fas.nl/(+31)6 512 45 752

Jacob Kienstra RA, managing director The Independence Company

• CPA, RUG University of Groningen;

• Jacob has over 10 years of experience at senior manager level at Deloitte

• He has performed financial and operational audits for corporate clients, large and medium sized companies, where he was responsible for the management of teams > 10 FTE with budgets >250K

• His experience includes besides financial and operational audits, M&A, turnaround and restructuring advisory, interim management, performance improvement and forensic and dispute services

• Contact details: jkienstra@tic.nl/(+31)6 433 78 504

Drs. Jan de Rooy RA, Supervisory Board Member TIC & TIC-FAS

• Doctoraal (now MSc) and CPA at VU University of Amsterdam;

• Jan started his career at PWC and after joining KPMG he became a succesfull senior partner at Deloitte. Jan was responsible for the the activities of Deloitte in East Netherlands;

• He was acting as lead audit partner for both large and medium sized companies and was also responsible for many advisory engagements;

• Besides the general audit practice Jan has sector experience in utilities, waste management, not-for-profit entities and manufacturing;

• Contact details: jderooy@tic-fas.nl/(+31)6 558 53 095

13 © TIC FAS 2012.

Questions?