Swiss Private Equity & Corporate Finance Congress

STRICTLY CONFIDENTIAL

Swiss Private Equity & Corporate Finance Congress Current equity capital market trends & longer-term opportunities for SIX Swiss Exchange as listing location

9 December 2008 Table of contents

SECTION 1 Part I – Current market environment & financing trends 2 1.A Current capital market environment 3 1.B Financing trends 11 SECTION 2 Part II – Longer-term view 17 2.A Attractiveness of Switzerland as corporate headquarters location 18 2.B SIX Swiss Exchange as attractive listing location in Europe 20 SECTION 3 Summary & conclusion 29

APPENDIX A Case studies – PIPE transactions

1 SECTION 1

Part I – Current market environment & financing trends SECTION 1.A

Part I – Current market environment & financing trends Current capital market environment A timeline of the credit crisis iTraxx crossover—2007 to current

1,000 Short-selling restricted/ UK Government nationalises Central banks inject RBS, HBOS and Lloyds GS and 900 Over €60bn of liquidity Bear Stearns US$180bn MS become injected by central banks liquidity crisis regulated BoE injects £4.4bn Merrill taken 800 Fed cuts Dow Jones tumbled Holdco. of liquidity Talks of Banks sell loan and over by BoA interest rates +350 points on banks monoline high yield exposure GSE placed in by 50bp negative sentiment 700 ECB pumps rescues in the market conservatorship to 4.75% about US economy >€100bn into UK is on the brink of the interbank Equity sell-off recession, economic 600 market and concerns growth fell 0.5% on US 500 economy Lehman files Large banks Oil price hits for Bankruptcy UK treasury to inject Interbank and Takeover 400 announce rights- US$143.67 £500bn into banking money market begin Massive buying Fed’s US$85bn of WaMu issue to restructure system/ Central banks cut to destabilise of protection BoE warns of rising loan to AIG for by their B/S interest rates by 0.5% 300 inflation (3.3% in May) 79.9% JPMorgan ownership for Fed cuts interest Leveraged pipeline Nationalisation US$19bn of Fortis, Dexia Bad news flow rates by 75bp begins to reduce HBoS acquired 200 and Glitnir relating to to 3.50% by Lloyds Sub-prime fall US economy Takeover of Wachovia Fed’s US$700bn 100 Fears of recession strike by Citi for US$2.2bn plan accepted out begins to gain momentum the equity market

08-Jul-08 27-Jul-08 01-Jul-07 8-Dec-08 01-Jan-07 01-Jan-0801-Jan-08 15-Jan-08 29-Jan-08 19-Jun-08 12-Feb-08 26-Feb-08 23-Apr-08 08-Apr-08 23-Apr-08 22-Apr-08 01-Sep-07 05-Oct-08 22-Oct-08 01-Sep-08 18-Sep-08 01-Nov-07 11-Mar-08 25-Mar-08 01-Mar-07 08-Nov-08 25-Nov-08 31-Dec-08 15-Aug-08 15-Nov-08 12-May-08 31-May-08 01-May-07

Source: Bloomberg 1 Subprime 2 Banking industry 3 Broad economy 4 Banking collapse 5 Future trends ♦ Subprime ♦ Economic downturn ♦ Oil price hits a record ♦ Transformation of financial ♦ Continued distress in – US housing sector sustained high of US$143.67 landscape financial markets – Write downs – Fuelled by generally weak – Global inflation rises – Morgan Stanley and Goldman ♦ Broker dealer model ends ♦ Leverage loans macro-economic environment ♦ Stock markets Sachs become regulated banks – MS and GS to focus on – Loan inventory ♦ Leverage loan issuance continued downturn – Lehman declares bankruptcy growing deposit bases via reaching all time plunges on further liquidity – Total bank write downs – Barclays acquires Lehman potential acquisitions highs concerns from credit crisis Brothers' NA operations ♦ Increased government ♦ Market liquidity – Spreads widening on daily US$511billion – US Government nationalises involvement Fannie Mae and Freddie Mac – Northern Rock basis, demonstrating record – Equity and debt markets – Government-led rescue levels of volatility react aggressively as the – Bank of America acquires – Libor divergence packages credit crisis reaches its Merrill Lynch – Government ♦ Banks begin to announce ♦ Greater regulatory peak C – CitiGroup acquires Wachovia injections ever larger write downs supervision – Cost of capital rising – Local governments nationalise – Rate cuts and liquidity constraints significantly Fortis, Dexia, Glitnir, B&B, ♦ Macroeconomic – e.g. Citi, Merrill Lynch, RBS – Major equity indices Landsbanki and Kaupthing implications for corporate and UBS announce large earnings rights issues to recapitalise down 20–30% YTD – UK government injects £500bn balance sheets step up into the banking system 4 Deterioration in inter-bank market and rising funding costs

Libor has begun to Diverging US Libor rates Diverging EU Libor rates retreat 5 6

4 5

3 4 YTM (%) YTM 2 (%) YTM

3 1

0 2 Jun-08 Jul-08 Aug-08 Oct-08 Nov-08 Jun-08 Jul-08 Aug-08 Oct-08 Nov-08 1Y US LIBOR 1Y US T-Bill 1Y France T-Bill 1Y Bund 1Y EURIBOR

Source: Markit Partners, Bloomberg Credit spreads remain at Credit spreads—industrials vs. financials Credit spreads—by ratings category all time highs 2,500 500 2,000 400 1,500 300

1,000 Spread (bps) Spread (bps) 200

100 500

0 0 Aug-02 Sep-04 Oct-06 Nov-08 Aug-02 Sep-04 Oct-06 Nov-08

Corporates AA Corporates A Corporates AA Corporates A Financials A Financials AA Corporates BBB B BB Source: UBS Fixed Income Research

5 Have equity markets found a floor?

Evolution of European equity markets since July 2007 Sector performance since July 2007

Phase 1 Phase 2 Phase 3 Phase 4? Healthcare (24.3)

♦ Acceleration of US housing ♦ Acceleration of ♦ Growing concerns over real economy ♦ Global, full-scale Food & Beverages (25.4) downturn policy response (US/UK recession risk, global inflation) government recapitalisation ♦ Significant losses incurred by ♦ Bear Stearns ♦ Nationalisation of Freddie Mac and Telecoms (29.5) 110 and/or partial banks takeover Fannie Mae debt guarantee by J.P. Morgan Utilities (33.2) ♦ Liquidity progressively dries up, ♦ Fed bails out AIG of the Banking 105 leading to credit crunch ♦ Banks ♦ Acceleration of banking crisis sector Oil & Gas (35.7) recapitalise ♦ Macro-economic massively via ♦ US Congress finally approves Chemicals (38.0) 100 concerns take public and US$700 billion bailout fund, although centre stage private investors significant uncertainties remain around Household Goods (40.8) 95 (27%) practical implementation ♦ Fed cuts interest ♦ Global central banks inject massive rates by a further Media (46.3) liquidity in response to frozen interbank 0.50% to 1% 90 DJ STOXX 600 (47.6) lending ♦ BoE cuts interest 15% ♦ Hedge funds start hoarding rates by 1.5% to Autos & Parts (48.0) 85 cash/deleveraging in anticipation of 3% significant redemption requests ♦ Swiss central Retail (48.6)

80 bank cuts interest rates by 0.5% to Industrial Goods (51.8) (38%) 2.0% Technology (53.0) 75 ♦ ECB cuts interest

DJ STOXX 600 Index (rebased to 100) Index 600 DJ STOXX rates by 0.5% to Travel & Leisure (54.7) 70 3.25% Insurance (54.8)

Intensity of key market themes Construction & 65 (57.2) Materials Systemic risk concerns 0.5% Macro-economic concerns Financial Services (57.9) 60 Hedge fund redemptions Basic Resource (59.2)

55 Real Estate (63.4)

50 Banks (67.0)

(85) (70) (55) (40) (25) (10) 45 Jul-07 Jan-08 Apr-08 Jun-08 Jul-08 Nov-08

Source: Bloomberg as of 28 November 2008 Source: Bloomberg as of 28 November 2008

6 Short-term challenges and their long-term implications

Global markets are facing unprecedented challenges…

1 Volatility has to normalise… 2 …and risk appetite to return…3 …and although valuations might look “cheap“… 30

80 1 High risk appetite 25 60 (1) 20 40 Average since '00 = 16.6x (%)

(3) (x) 15 20 (5) 0 Low risk appetite 10 Average since '05 = 12.9x Nov-07 Jan-08 Mar-08 Jun-08 Aug-08 Nov-08 (7) 7.8x 5 FTSE 100 FTSEurofirst 300 Nov-07 Feb-08 May-08 Aug-08 Nov-08

FTSE Europe 1-year forward P/E Ratio Dec-99 Mar-02 Jun-04 Aug-06 Nov-08 S&P 500 SPI Global risk indicator 30 day average

Source: Bloomberg as of November 2008 Source: UBS Equity Research as of November 2008 Source: Datastream as of November 2008

4 …due to further downgrades of the 5 …and expectations of subsequent 6 …only limited upside to pre-panic levels economic outlook… earnings downgrades… is expected 1'600 4.8 5 15.0

4 3.2 3.3 12.0 1'400 2.9 3 9.0 2.0 1.6 1'200 Target 2009E forecast: 1,125 2 1.3 1.3 1.3 6.0 1 3.0 0.1 FTSEurofirst 300 FTSEurofirst 1'000 ca. 28% upside GDP growth (%) growth GDP

EPS growth (%) growth EPS 0.0 0 to target by end (1) (3.0) of 2009 -0.6 -0.8 800 Global US Europe Switzerland (6.0) Jan-08 Jun-08 Dec-08 Jun-09 Dec-09 2007 2008 2009 Nov-07 Feb-08 May-08 Aug-08 Nov-08 Eurofirst 300 Index 2008E 2009E

Source: UBS Research as of November 2008 Source: Datastream as of November 2008 Source: Bloomberg as of November 2008 …recession is under way and ongoing de-leveraging of the financial sector makes access to capital for corporates very difficult 7 Update on European ECM activity

Investor appetite for EMEA equity issuance volumes are sharply down Emerging markets volumes had held up well in H1 new issues has been low vs. previous years but have stalled in H2 (38%) given extreme market 180 8000 7000 volatility and more 150 6000 4449 generally the uncertain 120 5000

800 outlook for equities 90 4000 1807 200 (EURm) (EURbn) 2050 60 3000 174 874 2000 3'655 3'827 30 3'182 3'437 67 2'413 1000 2'334 1'800 324 605 985 67 0 693 426 0 267

2003 2004 2005 2006 2007 2008 l ry ri t r The bulk of issuance p July ber A May June gus bruary u m tobe Janua e March A e c F Middle East Eastern Europe & Russia pt O volumes has been 1st Jan to 12th Nov FIG rights issues Se November generated by the financial Source: Dealogic Source: Dealogic, as of 12 November, 2008 Notes: institutions sector which 1 All deals > €100 million EMEA equities issuance to date dominated by has been recapitalising Very low EMEA IPO issuance volumes reflect financial sector re-financing massively investors’ conservatism Date priced Issuer Transaction Type Sector Size (€m) 09-Jun-08 Royal Bank of Scotland RI Finance 15'399 IPO issuance volumes 12-Jun-08 UBS RI Finance 9'921 12-Jun-08 Imperial Tobacco RI Consumer Products 6'345 01-Jul-08 Credit Agricole RI Finance 5'900 70 11-Mar-08 Societe Generale RI Finance 5'541 60 21-Jul-08 HBOS RI Finance 5'202 50 18-Jul-08 Barclays Pref.Alloc. Finance 5'011 (82%) 20-May-08 Monte dei Paschi RI Finance 4'974 40 12-Jun-08 Carlsberg RI Food & Beverage 4'472 26-Nov-08 UBS MCB Finance 4,125

(EURbn) 30 25-Sep-08 Natixis RI Finance 3'727 20 13-May-08 KfW CONV Finance 3'300 10 22-Sep-08 Mobile Telecommunications RI Telecommunications 3'133 22-Sep-08 Deutsche Bank ABB Finance 2'200 0 06-May-08 New World Resources IPO Mining 1'630 2003 2004 2005 2006 2007 2008 31-Oct-08 Barclays CONV Finance 1'578 02-Jun-08 EDP Renovaveis IPO Utility & Energy 1'568 1st Jan to 12th Nov 26-Jun-08 Fortis Bank ABB Finance 1'500 Source: Dealogic 07-Oct-08 Samp ABB Finance 1'314 Notes: 1 All deals > €100 million 28-Apr-08 Banco Comercial Portugues RI Finance 1'300 09-May-08 Turk Telekomunikasyon IPO Telecommunications 1'240 14-Jan-08 Suez ABB Utility & Energy 1'216 08-Sep-08 Commerzbank ABB Finance 1'112

Source: Dealogic, largest EMEA deals in 2008 8 Drawing themes from past IPO slow-downs

EMEA issuance Swiss issuance Swiss market IPO activity 350 2'000 is highly correlated with 20 10'000 overall European 1'800 18 9'000 market conditions … 300 1'600 16 8'000

250 1'400 … but history has 14 7'000 shown that even during Eurofirst 300index 1'200 slow-down in equity 200 12 6'000 SMI Index issuance markets do not 1'000 10 5'000 remain closed for a long 150 period of time (EURbn) Value Deal 800 Deal Value (EURbn) Value Deal 8 4'000

600 100 6 3'000

400 4 2'000 50 200 2 1'000

0 0 1 0 0 1 1991 1990 1992 1993 1994 1995 1996 1997 1998 1999 2001 2000 2002 2003 2004 2005 2006 2007 2008 1991 1990 1992 1993 1994 1995 1996 1997 1998 1999 2001 2000 2002 2003 2004 2005 2006 2007 2008

IPO Other Eurofirst 300 Index IPO Other SMI Index #EMEA IPOs #Swiss IPOs 2000 2001 2002 2003 2004 2005 2006 2007 20081 2000 2001 2002 2003 2004 2005 2006 2007 20081

69 1 2 07 123 1 07 3 35 490 586 640 212 17 6 2 0 4 8 8 10 3

Source: Bloomberg & Dealogic Source: Bloomberg & Dealogic Note: Note: 1 YTD, 12 Nov 2008 1 YTD, 12 Nov 2008

9 Likely outcome from here …

Although investors Global ♦ UBS forecasts a recession into 2009 with negative growth rates starting in Q3 08 welcomed both EU and slowdown/ ♦ Slower growth will ease inflation pressures and give more room for further recession rate cuts US rescue plans as well ♦ Recovery in the financial sector will be paramount for a broader based as new interest rate economic recovery policy … Credit markets ♦ Volatility will continue to be elevated ♦ “Support floor” by governments helps … the focus should ♦ Deleveraging, counterparty risk, and preservation of capital will remain in have shifted towards the centre of attention overall economic outlook i.e. deeper and Impact on ♦ Credit lines become more expensive and less available due to fewer banks and corporates higher risk aversion leading to more reliance on market vs. bank funding longer recession ♦ Will hold more “strategic” liquidity as an additional security buffer ♦ Refinancing (debt & equity) could become challenging for many corporates ♦ More diversified sources of funding required

Debt ♦ Debt raising possible for most corporates but expensive for many raising ♦ On the other hand – relative value vs. government bonds to become increasingly appealing – although cautious, many investors are cash rich => In particular companies with lower credit ratings will have to pay significant spreads / risk premia / could have difficulties to refinance themselves => Credit spreads to remain elevated / closely monitored during 2009

Equity capital ♦ IPO market likely to remain challenging for 2008 raising ♦ Investors have record levels of cash to deploy ♦ Feedback tells us that investors recognise huge value in markets presently but need stability to invest => Over night placements will see windows => Structured PIPE transactions as “rescue financing”

10 SECTION 1.B

Part I – Current market environment & financing trends Financing trends Choice of transaction will depend on various objectives

Higher likelihood transaction can be implemented in current markets Private placement of a hybrid convertible bond (hybrid bond plus warrants)

Private placement of a To safeguard mandatory convertible bond “minimum Importance of equity quota” financing transaction for a / “maximum Company leverage” of the Company Placement of treasury shares ♦ Financing absolutely necessary or to a certain degree “optional”?

♦ Equity financing / equity Public mandatory convertible credit mandatory? bond ♦ Initial debt accounting / debt credit sufficient if cash can be raised?

Placement of treasury shares (via ABB) to raise cash “to a certain degree in an opportunistic manner”

Public standard convertible bond (backed with treasury shares) Lower likelihood Private placement with one or a few investors (private equity fund, family office or sovereign investor) that transaction can be Public transaction (placement with “many” investors) implemented in current markets

12 How to achieve 100% equity credit under IFRS

Ongoing payments 100% Permanence ++Subordination (Deferral right/obligations) Equity Credit

Perpetual Optional Ranking structure deferral below senior

Essential for accounting as 100% equity under IFRS

♦ Unless a company has an explicit credit rating and credit rating equity benefit (by Moodys and/or Standard & Poor’s is targeted), it is in most cases sufficient to achieve 100% equity under IFRS to address a balance sheet recapitalisation topic (e.g. covenants under a syndicated loan agreements) ♦ Any security issued by a Company that has the following features will achieve 100% equity accounting under IFRS – subordinated debt – perpetual structure (with call options for the Issuer to call redemption of the security) – option deferral of coupon payments, at the discretion of the Issuer

13 Accounting considerations

A hybrid bond can be ♦ It is possible to account for perpetual IAS 32—definition of equity structured as equity preferred securities as preferred equity or under IFRS minority interest under IFRS ♦ An instrument is an equity instrument if, and only if, the instrument includes no contractual ♦ The key features of the structure that result in obligation equity treatment are – to deliver cash or other financial asset to – perpetual another entity; or – non-cumulative or cumulative discretionary coupon – to exchange financial assets or financial liabilities with another entity under ♦ These conditions can, according to the conditions that are potentially unfavourable common view, be met if the security’s to the issuer coupon is linked to the payment of dividends, i.e. a coupon does not have to be Relevant IAS 32 language—discretion test paid unless a common dividend is paid (or common shares are redeemed) “ When preferred shares are non-redeemable, the appropriate classification is determined by the other rights ♦ An issuer does not have a contractual that may attach to them. Classification is based on an obligation to pay dividends on the ordinary assessment of the substance of the contractual arrangements and the definitions of a financial liability and shares an equity instrument. When distributions to holders of That the unpaid coupons accumulate and the preferred shares, whether, cumulative or non- ♦ cumulative, are at the discretion of the issuer, the interest is rolled up on the unpaid amounts shares are equity instruments. The classification of a should not alter the position that there is no preferred share as equity is not affected by (a) a history of obligation to make a payment making distributions; (b) an intent to make distributions in the future; (c) a possible negative impact on the price of ♦ The relevant IAS 32 definitions for equity ordinary shares of the issuer if distributions are not made treatment are reproduced opposite (because of restrictions on paying dividends on the ordinary shares if dividends are not paid on the preference shares); (d) the amount of the issuer’s reserves; (e) an issuer’s expectation of a profit or loss for a period; or (f) an ability or inability of the issuer to control the amount of its profit or loss for the period. International Accounting Standards Board ” IAS 32 additional guidance 26: Financial Instruments: Disclosure and Presentation

14 Indicative terms for a “hybrid bond + warrants transaction”

Hybrid Bond

Structuring of a Security Subordinated bond private placement Issuer Issuer hybrid convertible Issue Size: CHF[•] million bond investment Maturity Perpetual (hybrid bond + Discount rate [15%] warrant) is highly Coupon Fixed at [8.0% - 12.0%] paid annually in arrears until year 5 flexible … From year 5, CHF 3-month Libor + [•] – [•]bps payable quarterly in arrears (no step-up) Issuer Call At par from year 5 onwards Ranking Subordinated, senior only to ordinary equity … and can Coupon deferability At discretion of the Issuer be adapted to the Accounting / Rating objectives of both, 100% equity accounting under IFRS the Issuer and investor(s) Warrants Trade Date [•] December 2008 Option Type / Conversion Ratio Call / 1:1 Option Style European Seller Issuer Buyer Investor(s) Shares Issuer, traded on [SIX Swiss Exchange] Number of Options / underlying [•] shares from conditional capital shares Premium: [35%] Assumed spot price at the time [CHF100.00] Strike Price [CHF135.00] Value of the warrants CHF[•]m – CHF[•]m or CHF[•]– CHF[•] / warrant Expiration Date [•] December 2013 (5 years)

15 Recent transactions

Straight hybrid Hybrid bond plus warrant Standard Hartford Credit Suisse 1 Rabobank Chartered BNPP Barclays 2 Financial 3 General Electric Goldman Sachs Date 23 October 10 September 27 November 3 September 31 October 6 October 2 Oct 2008 24 September 2013

Size / US$3.5bn / US$225m US$250m €650m £3bn US$1.75bn US$3bn US$5bn currency CHF2.5bn

Instrument ♦ Subordinated ♦ Subordinated ♦ Preference ♦ Subordinated ♦ Subordinated ♦ Subordinated ♦ Preferred ♦ Subordinated bond bond share bond bond bond stock preferred ♦ Share ♦ Share ♦ Share securities warrants warrants warrants ♦ Share warrants

Maturity Perpetual Perpetual Perpetual Perpetual Perpetual 2068 Perpetual Perpetual

First call date 23 October 2013 24 March 2014 27 November 11 September June 2019 October 2018 Oct 2011 (at At any time (at 2013 2013 110%) 110%)

Coupon 11% / 10% 7.375% 8.125% 8.667% 14% till June 10% 10% 10% 2019 / L + 13.4% thereafter

Effective yield 11% / 10% 7.375% 8.125% 8.667% 20% 20% 17% 22%

Investor base Qatar Investment Non US retail Non US retail Institutional Qatar Holding, Allianz Berkshire Berkshire Authority, investors (public investors (public investors (public Royal Family of Hathaway Hathaway Olayan, Koor transaction) transaction) transaction) Abu Dhabi Industries

Fully diluted na na na na 15.3% 18.7% 1.3% 9% potential ownership

Notes: 1 Part of package of CHF5.5bn hybrid, CHF3.2bn treasury shares, CHF1.7bn mandatory convertible (to the same group of investors) 2 Part of package of £3bn hybrid (plus warrants), £4.05bn mandatory convertible (majority to same group of investors) 3 Part of package of US$1.75bn subordinated bond (plus warrants), US$750m convertible preferred shares

16 SECTION 2

Part II – Longer-term view SECTION 2.A

Part II – Longer-term view Attractiveness of Switzerland as corporate headquarters location Attractiveness of Switzerland for global companies

Criteria considered for selection of company headquarter location Global competitiveness index Country 2008/09 rank 2008/09 score 2007/08 rank Criteria Importance (%) United States 1 5.74 1 Low taxation 88% Switzerland 2 5.61 2 Qualified managers 72% Denmark 3 5.58 3 Quality of life 69% Sweden 4 5.53 4 Central location 62% Singapore 5 5.53 7 Support of authorities 55% Finland 6 5.50 6 International schools 50% Germany 7 5.46 5 Language skills 35% Netherlands 8 5.41 10 High education 30% Japan 9 5.38 8 Source: World Economic Forum Canada 10 5.37 13

Source: World Economic Forum

Preferred destination of global headquarters Global companies with Global or European headquarters in Switzerland (when moved from country of origin)

♦ Google, European headquarters, Zurich Country ♦ Procter & Gamble, European headquarters, Geneva Switzerland 56% ♦ Kraft Foods, European headquarters, Zurich UK 16% ♦ Polo Ralph Lauren, European headquarters, Geneva Belgium 16% ♦ E-bay, global administrative centre, Berne Netherlands 7% ♦ Metro Group, global headquarters, Zug Germany 3% ♦ Hitachi Diagnostic, medical part of Hitachi Ltd, European headquarters, Zug France 3% ♦ X-strata / Glencore, global headquarters, Zug

Source: World Economic Forum

19 SECTION 2.B

Part II – Longer-term view SIX Swiss Exchange as attractive listing location in Europe SIX Swiss Exchange – an attractive listing location in Europe

Considerations (SIX Swiss Exchange) Comment

♦ Prior to targeting a listing on SIX Swiss Exchange, Company should migrate its TopCo to Switzerland => Company should be Swiss incorporated to achieve all the benefits of a Swiss listing Fit with current 1 ♦ Corporate headquarters and senior management should ideally be located in geographic profile Switzerland (but eventually, investors need access to people “on the ground” that can speak on behalf of the Company, e.g. senior investor relations person often sufficient)

♦ Representation of most industries / sectors on SIX Swiss Exchange ♦ Very strong representation of financial institutions sector with 7 companies in Top 20-Index (SMI) Peer group ♦ Equally strong representation of broader healthcare sector with location/healthcare 2 7 companies in Top 30-Index (SLI) sector presence ♦ Interesting listing location for companies active in sectors that are not really represented yet on SIX Swiss Exchange (desire of investors for sector diversification) (e.g. “Oil&Gas, Renewable Energy”)

♦ Valuation set against international peer group irrespective of listing location

3 Valuation ♦ Listing on SIX Swiss Exchange enables additional positioning against the locally listed broader sector, which often shows a valuation premium (e.g. healthcare

sector)

♦ International investors will invest in the respective company irrespective of listing location i.e. 70% of total demand is expected to be generated from the Investor access / same international investors irrespective of listing location (in Europe) 4 pool of demand ♦ Switzerland in addition offers access to on and off-shore Wealth Management

money, keen to invest in new equity issuance opportunities and therefore particularly interested in IPOs

♦ Depending on the initial free float post IPO, a Company can get relatively quickly

into the Top 30 Index (SLI) 5 Index inclusion/ ♦ Inclusion in SLI is key to generate demand and liquidity post IPO from index liquidity considerations trackers and derivative products (primarily launched on SLI stocks) ♦ Currently, a free float market capitalisation of approx. CHF3.0bn would be sufficient for SLI inclusion (with an average trading liquidity)

21 SIX Swiss Exchange – an attractive listing location in Europe

Considerations (SIX Swiss Exchange) Comment

♦ A large IPO in Switzerland is “an event” with high visibility (example Petroplus) and a Company targeting SIX as listing location will profit from 6 that during the marketing phase of the IPO and beyond Visibility ♦ A sizable company is also relatively quickly in the Top10 of largest IPOs ever on SIX Swiss Exchange in light of only limited number of “Jumbo IPOs on SIX Swiss Exchange) to date

♦ Despite international investment banks covering the Company post IPO there will also be also a large number of high quality private banks with 7 strong, credible research (mainly targeted to sophisticated WM clients) Research coverage ♦ These will target every Company listed on SIX Swiss Exchange (even if issue

size / initial market capitalisation is relatively small)

♦ IFRS or US GAAP and 3 years of audited historic accounts (plus appropriate interim financials, if applicable) is the standard requirement Accounting standard, ♦ EU prospectus directive does not apply for companies targeting a listing financials, prospectus on SIX Swiss Exchange which implies less potentially onerous regulations that would otherwise lead to additional cost for the Company in the IPO and once public 8 ♦ SIX Swiss Exchange is a very accommodating and pragmatic regulator Regulator uncomplicated to deal with (which is not subject to EU regulation) without flexibility/execution applying lower control standards than other regulators in Europe simplicity

English language ♦ English is acceptable / common on SIX Swiss Exchange

acceptability

22 Migration of holding company pre-IPO

Key steps Assessed A migration of IPO- Tasks timing Previous experience Company to Switzerland Assessment of ♦ Mandate tax advisor to ♦ 1 month ♦ UBS has been or is involved in various could have significant tax implications analyse corporate cases where TopCo of a company had structure of IPO- been moved to Switzerland prior to the ongoing tax benefits and for IPO Company if Company and its IPO / re-listing can be realised within a TopCo is shareholders ♦ Most prominent examples: few months migrated to ♦ Develop a step-plan – Petroplus (IPO in November 2006) Switzerland – Nobel Biocare (re-listing in June 2002)

Explore, which ♦ Usual suspects are Zug and ♦ Petroplus is incorporated in Zug (2006) Swiss canton Schwyz as low tax locations ♦ Nobel Biocare is incorporated in Zurich offers most ♦ In case of a pure HoldCo, (2001) attractive tax Canton of incorporation is ♦ Richemont is incorporated in Geneva package for irrelevant (as due to Swiss (2002/ 2003) IPO-Company Holding Privilege, only Federal ♦ Kühne & Nagel is incorporated in taxation will be due) Schwyz (1994)

Implement ♦ Implement “corporate ♦ 1–2 months ♦ In all cases where UBS was involved, this corporate restructuring” of IPO- step could always be completed within restructuring Company, if needed less than 2 months

Migrate TopCo ♦ Physically migrate TopCo ♦ 1 week ♦ In all cases where UBS was involved, this to chosen to Switzerland and re- step could always be completed within location within incorporate in chosen less than 1 week Switzerland canton

23 Corporate governance requirements

Compliance with the Board balance corporate governance ♦ Board of Directors should ideally be composed of non-executive members (but dual role “Chairman/ principles set forth by CEO” possible and not uncommon (e.g. Novartis, Nestlé until recently)) the SIX Corporate ♦ Board members should not have permanent conflict of interests Governance Directive ♦ If company has operations abroad, board should include members with long-standing and the Swiss Code of international experience Best Practice for ♦ Board members should typically not be elected for more than 4 years Corporate Governance Board committees needs to be established ♦ The Board of Directors should set up the following committees pre IPO – Audit Committee – Compensation Committee – Nomination Committee ♦ Committees should be independent, consist of non-executive members and members should be Compared to other financially literate in the case of Audit Committee jurisdictions, these Disclosure requirements are relatively ♦ Management and control mechanism at the highest corporate level broad and in many cases only recommendations of ♦ Total compensation and highest individual compensation (fees, salaries, credits, bonuses, and benefits “best practice” in kind) and share/options allotment to Board of Directors and executive board to be disclosed ♦ Other, such as significant shareholders, cross-shareholdings, etc. ♦ Annual Report should contain a separate corporate governance section Risk management ♦ The Board of Directors should provide for systems for internal control and risk management ♦ The company should set up an Internal Audit function which reports to Audit Committee or the Chairman Incentivisation ♦ Market will want to see key executives incentivised ♦ Equity incentivisation schemes should comprise less than 10% of share capital

24 Corporate headquarters and senior management location

Although incorporated Commentary Prominent examples in Switzerland, IPO- ♦ In case of a Swiss incorporated TopCo, ♦ There are many examples in the Swiss market Company could still IPO company still has the choice to locate where companies have ultimately migrated maintain its its corporate headquarters (including their TopCo to Switzerland while having their headquarters elsewhere senior management functions) in a corporate headquarters and/or senior different jurisdiction, e.g. the UK or the management elsewhere Netherlands

Company Index Incorporation Headquarters Senior Management 1 ♦ Investors will only want to have access to the Investor Relations/ Corporate IR

Communications office in Switzerland SMI, SLI CEO, CFO, T, IR

where senior people are domiciled that CEO, CFO, T, IR + can “speak for” the company SMI, SLI IR – in addition, it is advisable to also locate a IR, SCC senior corporate counsel in Switzerland who will be responsible for any domestic SMI, SLI all legal issues and to have a “board room/ IR, T

office” in place in Switzerland SMIM, SLI CEO, CFO, IR

CFO, T, IR

SMIM, SLI CEO, SCC

SMIM, SLI all

Note: 1 IR = Investor Relations; SCC = Senior Corporate Council; T = Treasury

25 Listing location overview—expected distribution of demand at IPO

A successful IPO can By investor geography be achieved in both Core allocatable demand 70% markets … US UK 25% 30% Other European SIX Swiss Exchange listing location … but a strong domestic investor base and access to global RoE on and off-shore 25% wealth management demand will in many cases speak for SIX Switzerland1 Domestic Swiss Exchange 15% 15%

Family Offices Retail RoE / Retail 10% 5% 15%

26 Tailored distribution concept to fully exploit WM demand opportunity

2 November 06 6 or 7 November 06 10 November 06 30 November 06

UBS “Intention to Investor Investor Fixing of WM&BB Roadshow 1st trading day float” education education event price range

Publication of Investor education by phone calls if research necessary Investor education Institutional Roadshow IB clients report Preparation of UBS WM&BB Briefing Sheet for WM&BB event (IBD)

Ongoing communication with WM&BB senior Management 1 Involvement of senior representatives of UBS WM&BB to overview process and show highest commitment for this transaction

WM&BB UBS WM&BB event 2 (presentation by P+ management) 4 3 Transaction Factsheet (TP) sent to selected WMBB client advisors and WM Briefing of UBS WM client relationship key clients plus publication on Syrus people for key clients WM Analysis of UBS WM&BB buy side research analyst of P+ and the contemplated IPO Invitation of WM key clients to UBS WM-clients roadshow group event(s) Selected 2 distribution of 5 research WM key clients and managers of SSII Invitation of SSII to UBS roadshow BB report are invited to group events during group event(s) SSII WM&BBHandout Sheet Briefing roadshow by client advisors

Note: IB = Investment Bank; WM&BB = Wealth Management & Business Banking; SSII = Smaller Swiss Institutional Investors

27 SIX Swiss Exchange—index inclusion considerations

A free float market capitalisation of approx. CHF1.2bn is sufficient for inclusion in the Top 50 index (SMIM index) and a free float market capitalisation of approx. CHF3.0bn is likely sufficient for inclusion in the SLI-index (Top 30) SPI@family index ranking and estimated requirements for inclusion Overview of key performance indices on SIX Free Float Market Value On Order Book Turnover Average of (current) (last review) Market Value and Swiss Performance Index (SPI) Stock name in CHF % of % of Turnover % of (m) SPI® Rank in CHF (m) SPI® Rank SPI® Rank / SMI® SMIM® SLI® Current size ♦ SPI inclusion is key for attracting Swiss index tracking 1. NESTLE N SMI® SLI® L 174,495 21.51% 1. 176,156 10.22% 3. 15.87% 2. NOVARTIS N SMI® SLI® L 155,709 19.20% 2. 161,126 9.35% 4. 14.27% demand 3. ROCHE GS SMI® SLI® L 123,792 15.26% 3. 149,115 8.65% 5. 11.96% ♦ The SPI ranking will depend on the mean of the average of 4. UBS N SMI® SLI® L 42,522 5.24% 4. 235,996 13.69% 1. 9.47% 5. CS GROUP N SMI® SLI® L 33,883 4.18% 5. 179,363 10.41% 2. 7.29% free-float market capitalisation and the accumulated order 6. ABB LTD N SMI® SLI® L 30,498 3.76% 7. 131,164 7.61% 6. 5.69% book turnover 7. ZURICH FINANCIAL N SMI® SLI® L 31,693 3.91% 6. 97,857 5.68% 7. 4.79% 8. SWISS RE N SMI® SLI® L 16,678 2.06% 9. 67,327 3.91% 8. 2.98% ♦ Ranking adjustments will be based on the cut-off date of 9. SYNGENTA N SMI® SLI® L 20,168 2.49% 8. 42,865 2.49% 10. 2.49% 30 June (1 July to 30 June) 10. RICHEMONT SMI® SLI® L 10,111 1.25% 11. 43,368 2.52% 9. 1.88% 11. HOLCIM N SMI® SLI® L 10,954 1.35% 10. 38,947 2.26% 11. 1.81% 12. JULIUS BAER N SMI® SLI® L 8,969 1.11% 12. 34,601 2.01% 12. 1.56% SMI (“Top 20 Index”) 13. SWISSCOM N SMI® SLI® L 8,292 1.02% 14. 18,138 1.05% 17. 1.04% 14. ADECCO N SMI® SLI® L 4,600 0.57% 18. 25,877 1.50% 13. 1.03% ♦ Index comprises a fixed number of 20 securities (ranks 1-20) 15. SWATCH GROUP I SMI® SLI® L 4,287 0.53% 22. 23,300 1.35% 15. 0.94% ♦ Minimum free-float of 20% for a period of 3 months 16. SWISS LIFE HOLDING N SMI® SLI® L 2,589 0.32% 29. 25,751 1.49% 14. 0.91% 17. SYNTHES N SMI® SLI® L 8,576 1.06% 13. 11,981 0.70% 20. 0.88% ♦ Same ranking requirements as SPI 18. ACTELION N SMIM® SLI® M 7,036 0.87% 15. 13,499 0.78% 18. 0.83%

SMI Company 5,500 069% 17. 14,500 0.83% 28. 0.77% SLI (“capped index”) (“Top 30 Index”) 19. NOBEL BIOCARE N SMI® SLI® L 2,149 0.26% 33. 21,217 1.23% 16. 0.75% ♦ Index comprises the 30 largest and most liquid stocks of the 20. SGS N SMIM® SLI® M 5,441 0.67% 16. 9,850 0.57% 27. 0.62%

21. LONZA N SMIM® SLI® M 4,563 0.56% 19. 11,637 0.68% 22. 0.62% tolerance range Swiss equity market (i.e. 20 stocks of the new SMI and 22. GIVAUDAN N SMIM® SLI® M 4,841 0.60% 17. 9,529 0.55% 28. 0.57% SMI® SPI® & Large largest 10 stocks of the SMIM) 23. BALOISE N SMI® SLI® L 2,798 0.34% 26. 13,286 0.77% 19. 0.56% 24. GEBERIT N SMIM® SLI® M 4,368 0.54% 21. 9,206 0.53% 29. 0.54% ♦ Key benchmark index for international investors 25. CIBA N SMIM® SLI® M 3,281 0.40% 24. 10,022 0.58% 26. 0.49% ♦ Companies included in SLI are used as underlying for large 26. LOGITECH N SMIM® SLI® M 2,617 0.32% 28. 10,701 0.62% 25. 0.47% 27. CLARIANT N SMI® SLI® L 1,624 0.20% 38. 11,229 0.65% 23. 0.43% derivatives market catering to the wealth management

SLI Company 3,000 0.36% 25. 9,000 0.50% 30 0.43% sector predominantly

28. PETROPLUS N SMIM® SLI® M 1,780 0.22% 36. 10,883 0.63% 24. 0.43% range 29. KUEHNE&NAGEL INT N SMIM® SLI® M 3,584 0.44% 23. 6,700 0.39% 32. 0.42% SLI® tolerance 1 30. SONOVA N SMIM® M 2,622 0.32% 27. 7,119 0.41% 31. 0.37% SMIM (“Top 50 Index”) 31. OC OERLIKON N SMIM® SLI® M 426 0.05% 81. 11,699 0.68% 21. 0.37% ♦ Index comprises the 30 largest and most liquid stocks of the 32. LINDT N SMIM® M 4,536 0.56% 20. 2,096 0.12% 49. 0.34% 33. SULZER N SMIM® M 1,624 0.20% 39. 7,235 0.42% 30. 0.31% Swiss equity market, which are not included in the SMI

SMIM Company 1,200 0.15% 45. 1,700 0.10% 50. 0.13% blue-chip index Source: SWX 50. BARRY CALLEBAUT N SMIM® M 1,174 0.14% 46. 1,534 0.09% 54. 0.12% Note:

51. BKW FMB ENERGIE N M 1,507 0.19% 41. 767 0.04% 67. 0.12% range SMIM®

tolerance 1 Index comprises companies 21-50 in the ranking i.e. Top 50 without SMI

28 SECTION 3

Summary & conclusion Summary & conclusion

1 ♦ In the short term, equity capital market transactions will be dominated by “balance sheet recapitalisation transactions”, either public transactions or private (PIPE) transactions with private equity investors / sovereign funds / family offices – rights issues (always a public transaction) – mandatory convertible bonds (in a public transaction or in a private placement with one (or a few) investors – hybrid bond plus warrants structures, (in a private transaction with one (or a few) investors) – standard convertible bonds (in a public transaction)

2 ♦ As from mid 2009 onwards, we believe the IPO market will re-open selectively again – for sizeable companies with sufficient trading liquidity from day 1 to attract investor interest – growth companies that target to raise predominantly primary funds to fuel the growth of the Company

3 ♦ SIX Swiss Exchange should take advantage of its excellent position and continue to market the case as very attractive listing location in Europe for many companies targeting an IPO, in particular for companies – active in the broader healthcare sector – active in the broader financial institutions sector – active in the alternative energy sector – active in a sector not massively represented yet on SIX Swiss Exchange

30 APPENDIX A

Case studies – PIPE transactions Executive summary

There has been a global Summary resurgence in the ♦ Private Investment in Public Equity (PIPE) structures are rare in the UK (or more broadly in Europe) and number of PIPE much more common in the US and APAC transactions over the past year – pre-emption rights are a key consideration ♦ 8 recent examples have been identified below

– in the case of Barclays, the investors were Sovereign Wealth Funds (SWF) However, most of this – mix of hybrids (convertible bonds, preference shares) and ordinary equity structures investment has been in the US and APAC, often due to ♦ Investors generally gain board representation following the investment pre-emption and consent – usually contingent upon the investor maintaining a certain percentage ownership threshold rights constraints in the EU ♦ Other key features include

– dividend policy occasionally altered as part of the transaction but more likely as a result of financial distress rather than the private equity involvement per se

– some examples found with transaction break fees or lock-ups (Clipper, Waterford Wedgwood and Venture)

– otherwise representations, warranties and indemnities were usually given ♦ Investors dislike non pre-emptive stakes of ordinary shares being too large

– applying clawback to the part of the placing above 10–15% mitigates this

– market reaction is primarily impacted by this sentiment and the underlying reason for the transaction

32 Executive summary

Overview of selected UK PIPE transactions % of Value of PE enlarged Announcement investment share Primary share Company date Security type PE investor(s) (£m) capital exchange(s) Salamander 16-Jul-08 Ordinary equity Consortium¹ 54 c. 27 LSE Johnston Press 14-May-08 Ordinary equity Usaha Tegas 120 20 LSE Clipper Windpower 9-Apr-08 Ordinary equity (plus One Equity Partners 2 76 12 AIM options) Misys 18-Mar-08 Ordinary equity ValueAct Capital 75 26 LSE Waterford Wedgwood 28-Dec-07 Convertible Corporate Partners 3 37 10 ISE/LSE preference share Highland Gold Mining 4-Dec-07 Ordinary equity Millhouse 196 40 AIM Barclays 23-Jul-07 Ordinary equity China Development 7,900 9 LSE Bank/Temasek Venture 19-Jul-07 Convertible bond 3i Group/ArcLight 151 12 LSE

Notes: 1 Included 3i QPE, FinVentures UK and International Finance Corporation 2 Private arm of JPMorgan Chase 3 Private equity fund of Lazard Alternative Investment

33 Salamander Energy

Transaction summary Share price performance Announcement date 16-Jul-08 400 16-Jul-08 380 Deal structure Placing and open offer Announcement of placing and open offer 360 11-Aug-08 PE investors Included 3i Quoted 8-Aug-08 New shares Private Equity (£64.9m), 340 EGM admitted to FinVentures UK 320 trading (£24.6m) and 300 International Finance 280 Corporation 260

PE placing proceeds £53.9m (p) to Salamander Rebased 240 Total PE investment ~£99m 220 (incl. open offer) 16-Jun-08 24-Jun-08 2-Jul-08 10-Jul-08 18-Jul-08 28-Jul-08 5-Aug-08 13-Aug-08 % PE holding c. 27% of the Salamander Energy FTSE 350 Oil & Gas Producers (post transaction) 2 enlarged share capital Source: Datastream (3i QPE–14%, Fin Ventures UK–10%) Transaction description and rationale

EGM Yes Rationale ♦ Proceeds from the placing and open offer were used to progress the development of the Company’s existing oil and gas fields, to accelerate and expand the company’s ongoing exploration programme EGM result Approved (99.6%) on and to further broaden the company’s portfolio 8-Aug-08 Deal structure ♦ Raised c. £100m by way of Placing and open offer (i) a non pre-emptive placing of 15.3m new shares and (ii) a pre-emptive offer of 18.1m new shares pursuant to the open offer Total number of 33.3m (27.9% of Dilutive effect ♦ If a shareholder took up entitlement under the open offer, their shareholding was diluted by 10%, new shares existing share capital) else was diluted by 22% Placing shares 15.3m (100% firm) Appointment ♦ 3i QPE was entitled to nominate a representative to serve on the Salamander board 1 Open offer shares 18.1m (15% firm 3) of Directors (subject to clawback) Fees ♦ Total fees and expenses were estimated at £5m Issue price 300p Terms and ♦ Salamander entered into a warranty deal with 3i QPE agreeing to give certain representations Discount to previous 2.0% lock-up and warranties on similar terms to those given to the underwriters under the placing and open day close offer agreement Open offer ratio 0.1512 shares for every Dividend policy ♦ Company stated that it was not its current intention to pay a dividend for the foreseeable future 1 existing Notes: Open offer 2.0% 1 Subject to 3i QPE holding not less than 10% of Salamander’s issued share capital and confirmation by the Nomination Committee subscription 2 Other 3i funds and FinVentures UK had holdings in Salamander pre-transaction, taking the overall post-transaction PE holding to approximately 27% 3 2.7m shares of the open offer could not participate in the open offer as held in restricted jurisdictions 34 Johnston Press

Transaction summary Share price performance Announcement date 14-May-08 110 ) Deal structure Placing and rights issue 100 30-May-08 PE investor(s) Usaha Tegas 90 EGM 24-Jun-08 New shares admitted to trading PE placing proceeds £42.7m 80 Total PE investment £120.1m 14-May-08 70 (incl. rights issue and Announcement of fully underwritten rights issue and placing secondary placing) 60 2-Jun-08 Nil paid rights start trading % PE holding 20% of enlarged issued 50 (post transaction) share capital (p Press to Johnston Rebased 40 EGM Yes 14-Apr-08 23-Apr-08 2-May-08 11-May-08 21-May-08 30-May-08 8-Jun-08 17-Jun-08 27-Jun-08 EGM result Approved (99.5%) on Johnston Press FTSE 350 Media 30-May-08 Source: Datastream Transaction description and rationale Rights issue Rationale ♦ Proceeds of the rights issue and subscription were used to pay down debt, following a period of acquisitions, and thus strengthen the company's balance sheet Proceeds £169.5m Deal structure ♦ Certain members of the Johnston Press family, family trusts and other individuals agreed to sell 32.0m Issue ratio 1:1 ordinary shares from their aggregate holding to Usaha Tegas, representing 11.1% of Johnston Press, at 135.75p (i.e. £43.4m) Issue price 53p ♦ Usaha Tegas also subscribed for 31.5m new ordinary shares (10.9%) at 135.75p, i.e. in a £42.7m No. of shares 320m (100% of direct placing share capital) ♦ In accordance with the above, Usaha Tegas agreed to take up all of its rights under the rights issue (including 500,000 shares already held) establishing the largest single shareholder (20%) Discount to previous 61.0% Dilutive effect ♦ Shareholders who did take up their rights suffered a dilution of 4.9%, whilst those who did not take day close up suffered a dilution of 54.9%

TERP 94p Appointment ♦ Usaha Tegas was entitled to appoint one director to the board 1 of Directors Discount to TERP 43.8%

Fees ♦ Underwriting fee equal to 3% of the total gross proceeds underwritten ♦ Corporate finance fee equal to 1% of the aggregate proceeds of the placing shares and the non-underwritten rights issue shares Terms and ♦ The agreement also contained certain representations, warranties and indemnities given by Usaha lock-up Tegas to the company

Dividend policy ♦ Company stated that it intended to use a substantial portion of its free cash flow to reduce the Group's indebtedness and maintain a prudent level of dividend cover in the short term Note: 1 Subject to Usaha Tegas holding at least 10% of the company’s issued share capital 35 Clipper Windpower (AIM listed)

Transaction summary Share price performance

Announcement date 9-Apr-08 650 9-Apr-08 Announcement of agreement with One Equity 12-May-08 Deal structure Placing (and conditional 600 regarding equity investment of Admission of new shares to trading on AIM options) US$150 million in Clipper 550 PE investors One Equity Partners 500 6-May-08 (private arm of EGM

JPMorgan Chase) (p) Windpower 450 Rebased to Clipper Rebased to Clipper PE placing proceeds £76m 07-Mar-08 21-Mar-08 05-Apr-08 20-Apr-08 05-May-08 20-May-08 % PE holding (post 12.3% of enlarged Clipper Windpower FTSE AIM Utilities transaction ordinary issued share capital Source: Datastream shares) Transaction description and rationale % PE holding 14.5% of enlarged fully (post transaction diluted share capital Rationale ♦ Proceeds used to finance the ongoing working capital requirements of Clipper and strategic initiatives in the supply chain and to support growth and permit the company to focus on its core wind turbine business incl. options) ♦ One Equity subscribed for c.15.8 million new shares at a price equal to the lower of 480p per share and the volume 1 Deal structure EGM Yes weighted average trading price of the shares over the five business days preceding 4 May 2008 EGM result Approved on ♦ In the event that the subscription price had been less than 480p Clipper could have elected not to proceed with the transaction 6 May 2008 ♦ The completion of the agreement with One Equity, including the issue of new shares and the granting of options, was subject to the fulfilment of customary conditions, including the receipt of US anti-trust approval ♦ In connection with the subscription, Clipper granted One Equity a five year option to subscribe for up to 2.9 million shares at an exercise price of 537.5p per share Placing and option shares Dilutive effect ♦ Existing ordinary shareholders were diluted by 12% as a result of the placing

Placing number of 15.8m (14.6% of Appointment ♦ Clipper agreed that the board shall appoint such number of directors, from admission, as are nominated by One shares existing share capital) Equity and which is proportionate to the One Equity's shareholding in the Company, but not less than one director 2 of Directors ♦ It was also agreed that for so long as One Equity holds at least 5% of the ordinary shares it will be entitled to Subscription price 480p nominate, from admission, an observer to the board

No. of option shares 2.9m Terms and ♦ One Equity was subject to various standstill, lock-up, trading restrictions and non-compete arrangements and had granted anti-dilution protection measures lock-ups ♦ The newly authorised shares were issued in the form of legended share certificates and held pre-emptive, non- Option exercise price 537.5p dilutive rights ♦ For a period of 18 months following admission, One Equity could not transfer or sell its shares in Clipper without prior approval from the Company ♦ For a period of two years following admission, One Equity could not hold more than 25% of Clipper’s outstanding share capital ♦ Other agreements included the creation of an administration committee 3

Notes: 1 The board had the authority to allot subscription and option shares pursuant to an AGM resolution passed on 30 May 2007. However an EGM was needed to increase the authorised share capital, to obtain the authority to allot the increased share capital and to disapply statutory pre- emption rights 2 For as long as One Equity holds at least 10% of the ordinary share capital 3 Valid for the period of two years following admission and for so long as One Equity holds 10% or more of the ordinary shares. The administration committee would be involved in board appointments, business plans, budgets and approving certain corporate actions 36 Misys

Transaction summary Share price performance

10-Oct-08 Announcement date 18-Mar-08 240 22-Jul-08 Lehman Brothers restated US$305m New shares admitted to trading 220 credit facility agreement for acquisition Deal structure Conditional placing 7-Oct-08 18-Mar-08 PE investor(s) ValueAct Capital 200 Announcement of placing close, and Announcement of Misys Healthcare merger with Allscripts that ValueAct would acquire all shares PE placing proceeds £75m 180 Healthcare and £75m conditional placing to ValueAct

% PE holding 25.7% of enlarged 160 (post transaction) issued share capital 140 16-Sep-08

EGM Yes Rebased to Misys (p) Lehman Brothers collapse leads company to identifying 120 EGM result Approved (99%) on alternative source of debt funding for acquisition 6-Oct-08 100 18-Feb-08 18-Mar-08 16-Apr-08 16-May-08 14-Jun-08 13-Jul-08 12-Aug-08 10-Sep-08 10-Oct-08 Misys FTSE 350 Software & Comp. Svs Placing details Source: Datastream

Placing settlement 10-Oct-08 Transaction description and rationale date Rationale ♦ To part finance the cash element of the transaction announced on 18 March 2008, whereby Misys will Placing number 42.9m (8.5% of existing combine Misys Healthcare with Allscripts Healthcare Solutions and acquire a controlling stake of of shares total share capital) 54.5% in the combined entity

Price 175p Deal structure ♦ The ValueAct group controlled approximately 19.4% of the issued voting share capital of Misys prior to the transaction Premium to previous 23.5% ♦ Misys conditionally placed 42.9 million new ordinary shares (8.5% of existing issued share capital) at day close 175p per placing share ♦ ValueAct agreed to underwrite the issue of the placing shares ♦ The placing was conditional on, inter alia – the closing of the merger taking place before 31 December 2008 – admission of the placing shares to the Official List and to trading on the LSE's main market for listed securities prior to 31 December 2008 ♦ On 7 October 2008 Misys announced that the conditions had been met, and that ValueAct would acquire all of the placing shares pursuant to the underwriting commitment

Dilutive effect ♦ Shareholders were diluted 8% by the placing

Appointment ♦ No new appointment rights but two members of the Misys board held, and continued to hold post of Directors transaction, interests in ValueAct Fees ♦ US$3.0m underwriting fee (i.e. 2.0% of maximum placing proceeds) Terms and ♦ The standard terms and conditions for an underwriting agreement lock-up Dividend policy ♦ Dividend policy altered and company announced no intention to pay any dividend to shareholders with a view to investing cash flow in Misys’ operations 37

Waterford Wedgwood (ISE and LSE listed)

Transaction summary Share price performance

Announcement date 28-Dec-07 0.08 24-May-07 31-July-07 28-Dec-07 EGM Successfully completed the placement of the first €100 Deal structure Cumulative convertible 0.07 Announcement of million (c. €83 million coming from Senior Management) €50m investment by 0.06 preference share Corporate Partners placing 0.05 (€) 0.04 PE investor(s) Corporate Partners II 0.03 Wedgwood 5-Apr-07 (private equity fund of 0.02 Announcement of open offer of €100m cumulative convertible preference shares

Lazard Alternative Waterford Rebased to 0.01 Investments) 30-Mar-07 21-May-07 10-Jul-07 29-Aug-07 18-Oct-07 7-Dec-07 28-Jan-08 Waterford Wedgwood ISEQ 20 PE placing proceeds €50m (£37m) Source: Datastream % PE holding 10% of enlarged issued (post transaction share capital 4 Transaction description and rationale fully diluted) Rationale 1 ♦ The funds were used to support the group's marketing and business initiatives, the on-going programme of EGM Yes cost rationalisation measures and to support the group's cost restructuring activities

EGM result Approved on Deal structure ♦ On April 5, 2007, Waterford Wedgwood announced its intention to raise €100 million by way of an open offer of preference shares to qualifying stockholders and a possible further €100 million from other investors 24-May-07 ♦ The first €100 million was successfully placed by the end of July 2007, and in December 2007 the company announced that Corporate Partners had invested €50 million ♦ The preference shares were issued with ten year warrants each of which entitled the holder to acquire one ordinary share at €0.065 per ordinary share Convertible preference shares Dilutive effect 4 ♦ Shareholders will have suffered a 10% dilution in their holding as a result of the placing

Issue price €10 per preference Appointment ♦ Waterford Wedgwood agreed that two managing principals of Corporate Partners would join the share of Directors company board

Terms and ♦ Holders of preference shares had the right to convert its shares into ordinary shares at any time (the Subscription (no. of 5.0m (11% of existing lock-up conversion price was safeguarded by certain anti-dilution rights) shares) issued share capital) ♦ On or after the third anniversary of the date of initial issue, the company has the right to require all preference shares or new preference shares to be converted if the trading price is 175% or more of the then Conversion price €0.065 3 prevailing conversion price for at least 20 trading days in a 30 trading day period Premium to stock 63% ♦ The preference shares do not carry the right to vote at general meetings 2 of the Company but carry the right to attend and speak at such meetings price on previous ♦ Subject to certain exceptions, if the Company issues any share capital after the date of initial issue, each day close preference shareholder shall have the right to subscribe for and to purchase that number of additional securities to maintain its percentage interest as it was prior to issuance Conversion ratio 154 new ordinary

shares for every Dividend ♦ The preference shares had an annual dividend payable for the first five years of an additional 0.02125 preference shares for each preference share held per quarter, and thereafter in cash or preference shares at preference share Waterford Wedgwood's option

Notes: 1 Prior to the original equity issuance announced on 5 April 2007, the company gained at the 24 May 2007 all the necessary approvals for each of the subsequent cumulative convertible preference shares offerings 2 Certain proposals which materially affect preference shares are subject to the affirmative consent of the holders of more than 75% of the total preference shares 3 Conversion price may be adjusted in e.g. a bonus issue, subdivision or consolidation or a further ordinary shares issue at a price lower than the conversion price then prevailing 4 Making no assumption as to the extent to which dividends is paid in new preference shares 38 Highland Gold Mining (AIM listed)

Transaction summary Share price performance

260 16-Jan-08 Announcement date 4-Dec-07 4-Dec-07 11-Dec-08 Second subscription shares 240 Announcement of £196m Deal structure Equity placing First subscription admitted to trading 220 equity subscription shares admitted to PE investor(s) Millhouse by Millhouse trading 200 Total PE £196.4m 180 14-Jan-08 placing proceeds 160 EGM % PE holding 40% of enlarged ordinary (post transaction) share capital 140 120 EGM Yes

Rebased to Highland Gold (p) Gold to Highland Rebased 100 EGM result Approved on 14-Jan-08 2-Nov-07 19-Nov-07 7-Dec-07 24-Dec-07 11-Jan-08 28-Jan-08 15-Feb-08 Highland Gold FTSE AIM Basic Resources Source: Datastream First subscription

Placing close date 10-Dec-07 Transaction description and rationale Placing size 65.1m ordinary shares Rationale ♦ The proceeds of the first and second subscriptions allowed the company to proceed with an active (33% of share capital) development programme and reduce its reliance on debt financing

Price £1.51 per share Deal structure ♦ First subscription—Millhouse subscribed for 65.1m new ordinary shares at £1.51 each Discount to previous 13.7% ♦ Second subscription—subject to the passing of resolutions, Millhouse subscribed for another 65.1m day close shares at the same price ♦ Highland Gold and Millhouse also entered into a relationship agreement which ensured that Highland PE proceeds £98.2m Gold carries on business independently of, and at arm's length to, Millhouse

% PE holding 25% Dilutive effect ♦ Following the first subscription, an ordinary shareholder’s ownership will be diluted 20% (post transaction) ♦ Following the second subscription, an ordinary shareholder’s ownership will be diluted a further 40%

Second subscription Appointment ♦ Under the terms of that agreement, with a holding of at least 25% Millhouse had the right to of Directors nominate directors to the board of Highland proportionate to its shareholding 1 Placing close date 15-Jan-08 ♦ The pre-transaction largest shareholder, Barrick (34%), agreed to a similar policy as above and thus reduced the number of directors it had on the board from 3 to 2 Placing size 65.1m ordinary shares ♦ Millhouse had the right to appoint a new CEO (subject to board approval) (25% of share capital) Terms and ♦ The relationship agreement remained in force until such time as Millhouse holds less than 15% or Price £1.51 per share lock-up more than 75% of the voting rights attached to the ordinary shares PE proceeds £98.2m ♦ Millhouse agreed not to exceed a holding of 40% without giving at least three business days notice to the board of Highland % PE holding 40% (post transaction) Dividend policy ♦ No changes announced to dividend policy

Note: 1 For so long as Millhouse holds between 15% and 25% of the ordinary shares in issue, it is entitled to appoint up to two non- executive directors to the board 39 Barclays

Transaction summary Share price performance

14-Aug-07 750 Announcement date 23-Jul-07 CDB and Temasek invest in Barclays unconditional subscription of £2.5 billion Deal structure Placing with clawback 700 £7.9bn 1 650 Total placing 23-Jul-07 proceeds 600 Announcement of proposed merger with ABN AMRO and strategic investments PE investor(s) Temasek, China 550 Development Bank (p) to Barclays Rebased 22-Jun-07 2-Jul-07 12-Jul-07 23-Jul-07 2-Aug-07 12-Aug-07 23-Aug-07 China Development £1.5bn (unconditional) Barclays FTSE 350 Banks Bank placing £4.3bn (conditional) proceeds Source: Datastream Temasek placing £1.0bn (unconditional) Transaction description and rationale proceeds £1.1bn (conditional)

Rationale ♦ Acting as part financing to the proposed merger with ABN AMRO, Barclays took on China Development % PE holding 9.3% of combined Bank (CDB) as a strategic partner and Temasek as a major shareholder (post transaction) group (CDB–6.8%, 2 Deal structure ♦ On 23 July 2007 Barclays announced an investment by CDB and Temasek in the company of up to €13.4 Temasek–2.5%) billion (£9 billion) EGM Yes ♦ The total raising amount was subsequently reduced by £1.1 billion to reflect the results of the clawback placing to existing shareholders EGM result Approved (90%) on 14 ♦ On 14 August 2007 CDB and Temasek invested in Barclays through an unconditional subscription of £2.5 billion at £7.20 per share September 2007 ♦ Conditional on the completion of the merger: – CDB would have invested a further £4.3 billion at £7.40 per share – Temasek would have invested a further £1.1 billion at £7.80 per share ♦ On 23 July 2007 CDB and Temasek both each purchased warrants (for a total price of £1) in respect of 61 million Barclays ordinary shares with an exercise price of £7.80 per share, exercisable on the offer becoming unconditional for two years thereafter ♦ If the warrants had been exercised in full both CDB and Temasek’s shareholding in the combined group would have risen by 0.5% each

Dilutive effect ♦ As a result of the placing Barclays shareholders would have been diluted by c. 9% 2 ♦ On 23 July 2007, Barclays announced a buy-back programme of up to €3.6 billion (£2.4 billion) to minimise the dilutive effect of the issuance of new Barclays ordinary shares

Appointment of ♦ China Development Bank was entitled to nominate a Barclays non-executive director from 14 August 2007 Directors ♦ Temasek was entitled to nominate a Barclays non-executive director from 14 August 2007 only if the merger became unconditional

Terms and ♦ CDB was free to acquire additional shares in Barclays on the open market subject to a standstill agreement lock-up limiting its shareholding to below 10% for three years from 23 July 2007 ♦ CDB agreed not to enter into a business collaboration agreement of a similar nature with another major banking institution with global operations

Dividend policy ♦ No real change in dividend policy and kept dividends growing in line with earnings over the longer term as well as being two times covered by adjusted earnings for the current full year (accounting for the merger)

Notes: 1 Reduced by £1.1 million following claw back placing to existing shareholders 2 Shareholdings stated on a post-conditional placing basis 40 Venture production

Transaction summary Share price performance

Announcement date 19-Jul-07 900 15-Aug-08 Deal structure Placing with convertible 19-Jul-07 EGM 850 bond Announcement of strategic partnership and 800 £151 million in new proceeds PE investor(s) 3i Group and ArcLight Capital Partners 750 PE placing proceeds £151m 700 % PE holding 11.6% of enlarged fully 650 Rebased to Venture (p) to Venture Rebased (post transaction) diluted share capital 600 EGM Yes 19-Jun-07 28-Jun-07 9-Jul-07 18-Jul-07 27-Jul-07 7-Aug-07 16-Aug-07 Venture Production FTSE 350 Oil & Gas Producers EGM result Approved on 15-Aug-07 Source: Datastream

Transaction description and rationale

Transaction structure Rationale ♦ Aid funding of North Sea acquisition strategy

Deal structure ♦ 3i was prior to the transaction a founding investor in the company whilst ArcLight was a joint venture partner 3i ArcLight 6m ♦ Offering of a private £151m, 3.25%, 3 year, unsecured convertible bond, placed to 3i and ArcLight new following shareholder approval £75.5m £75.5m VPC ♦ The convertible was issued at a conversion price of 915p 2 representing a premium of 27.3% to the shares preceding four week Venture volume weighted average price (VWAP)

5.0% 5.0% ♦ On a fully diluted basis, shareholders suffered a 12% dilution of their holding as a result of the placing North Sea Dilutive effect fully Convertible fully Gas Partners diluted bond diluted joint venture Appointment ♦ One non-executive representative from each of 3i and ArcLight was permitted to join the Venture VPC shares VPC shares of Directors board of directors 1 £151m Fees ♦ 3i and ArcLight each received an arrangement fee of £500k ♦ If the shareholders had not approved the resolution, each would have received a £1m break fee 67% Venture equity Production plc Terms and ♦ The convertible bond terms included: lock-up – convertibles exercisable at any point 6 months after issue – do not carry voting rights at general meetings – not listed on any exchange but freely transferable ♦ Commitment by 3i and ArcLight to increase their equity stakes in Venture to 9.9% each on a fully diluted basis Notes: 1 Provided that 3i and ArcLight each achieved a fully diluted interest of at least 9.0% by 31-Dec-07 2 The conversion price was subject to adjustments to reflect the impact on the market value of the ordinary shares of any future discounted rights issues, capital distributions and certain other changes to the company’s share capital 41 This presentation has been prepared by UBS AG and/or its affiliates (“UBS”) for the exclusive use of the party to whom UBS delivers this presentation (together with its subsidiaries and affiliates, the “Company”) using information provided by the Company and other publicly available information. The valuations, forecasts, estimates, opinions and projections contained herein involve elements of subjective judgment and analysis. UBS has not independently verified the information contained herein, nor does UBS make any representation or warranty, either express or implied, as to the accuracy, completeness or reliability of the information contained in this presentation. It should not be regarded by the recipients as a substitute for the exercise of their own judgment. This presentation may contain forward-looking statements. UBS undertakes no obligation to update these forward-looking statements for events or circumstances that occur subsequent to such dates. Any information or opinion expressed herein is subject to change without notice. Any estimates or projections as to events that may occur in the future (including projections of revenue, expense, net income and stock performance) are based upon the best judgment of UBS from the information provided by the Company and other publicly available information as of the date of this presentation. There is no guarantee that any of these estimates or projections will be achieved. Actual results will vary from the projections and such variations may be material. Nothing contained herein is, or shall be relied upon as, a promise or representation as to the past or future. UBS, its affiliates, directors, officers, employees and/or agents expressly disclaim any and all liability relating or resulting from the use of all or any part of this presentation.

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