Banca Intermobiliare di Investimenti e Gestioni

Corporate Finance

Q2 2014 Banca Intermobiliare di Investimenti e Gestioni

Table of contents

1. Overview of BIM Group 3

2. BIM Corporate Finance 11

3. References

M&A 23

Financial Advisory 27

Capital Markets 31

4. Contacts 34

BIM Corporate Finance 2 BIM Corporate Finance

1. Overview of BIM Group Banca Intermobiliare di Investimenti e Gestioni

History

1. Overview of BIM Group

2. BIM Corporate Finance 1981 Commissionaria di Borsa Intermobiliare is founded in Turin. 3. References 4. Contacts 1991 Listing of Intermobiliare S.p.A. on Milan Stock Exchange.

1993 Commissionaria di Borsa becomes Società di Intermediazione Mobiliare (SIM).

1997 Intermobiliare S.p.A. becomes a and changes its name into Banca Intermobiliare di Investimenti e Gestioni S.p.A.

2001 Incorporation of BIM Suisse S.A., a Swiss private bank with headquarters in Lugano and entirely owned by Banca Intermobiliare.

2002 Joint venture with Fondiaria-SAI Group to launch BIM Vita, a new insurance product to service Clients’ needs in the insurance market.

2003 Banca Intermobiliare acquires Symphonia SGR, an asset management company founded in 1994 by Angelo Abbondio.

2006 Incorporation of BIM Insurance Brokers, an insurance brokerage company 51% owned by Banca Intermobiliare and for the remainder by professionals operating the insurance market.

2008 BIM SGR and Symphonia SGR are merged together to create a single company operating under the name of Symphonia SGR.

2009 Banca Intermobiliare signs an agreement with Holding Scpa and extends its activity by acquiring a controlling interest in Banca IPIBI Financial Advisory, formerly Intra Private Bank. Simultaneously Veneto Banca Holding takes up 40% of CoFiTo holding's share capital, the holding company owning 52.3% of Banca Intermobiliare.

2011 Veneto Banca acquires control of Banca Intermobiliare through a merger by incorporation transaction with CoFiTo and simultaneously launches a mandatory public offering for Banca Intermobiliare's residual share capital. Banca Intermobiliare di Investimenti e Gestioni

Structure

1. Overview of BIM Group

2. BIM Corporate Finance . Checking Accounts . Corporate . Liquidity Management for 3. References . Brokerage & Finance Institutional Clients Trading Services . Advisory 4. Contacts Private Banking / . Credit Services . Banking Services Corporate Finance

100% . Off-shore Private Banking

Financial Advisory and 67.2% . Advisory . Securities Custody and Management Distribution . Banking Services

100% . Mutual Funds / . Portfolios Asset Management Sicav Management for . Hedge Funds Private and Institutional Clients

51% . Insurance Brokerage

Insurance Products

50% . Pension Funds .Structured Products . Life Insurance

100% Trust Services . Trust Services . Fiduciary . Inheritance Services

BIM Corporate Finance 5 Banca Intermobiliare di Investimenti e Gestioni

Leader in financial services

1. Overview of BIM Group

2. BIM Corporate Finance . Banca Intermobiliare operates in more than 30 Italian cities through its branches and offices and with more than 900 employees, including 3. References approximately 350 private bankers committed to clients’ assistance. BIM is also present in Switzerland, in Lugano, with a fully owned bank 4. Contacts (BIM Suisse S.A.).

. BIM provides to its clients (private individuals, families, companies and other financial institutions) a wide range of highly personalized and integrated solutions able to meet any financial demand.

. BIM is a leading asset management player both for private and institutional investors, building and distributing saving management products (traditional, alternative and insurance), providing trading and corporate finance services and a full assistance in banking and fiduciary sector.

. With more than 14 billion Euro in assets under management, BIM is ranked 10th in the overall category of AIPB players (Private Banking Italian Association) and is ranked 2st among Private Banking specialized and dedicated competitors (AIPB source).

BIM briefly Ranking per AUM (Source: AIPB - June 2013) December 2013

Asset Under € 14.8 Bln Management

Employees 901

Average Market Cap € 475 Mln

Net assets € 367 Mln

BIM Corporate Finance 6 Banca Intermobiliare di Investimenti e Gestioni

Key Financials

1. Overview of BIM Group

2. BIM Corporate Finance

3. References Key financials (euro mln) 2010 2011 2012 2013 Consolidated Results (Euro mln)

4. Contacts Average market cap 625 556 320 428 175 143.8 Consolidated Equity 410 403 358 367 150 129.9 120.9 Total Asset 13,921 14,061 14,175 14,784 125 103.7 100 of which AuM 5,801 5,505 6,183 7,000 75 50 38.5 Number of employees 896 935 904 901 21.3 24.1 25 1.7 Branches in Italy 29 29 29 29 0 Symphonya offices 11 11 11 11 2010 2011 2012 2013

Net operating income Operating profit

Total Assets (Euro bln) Capital Ratios (Tier 1 Ratio)

402 398 16 14.8 13.9 14.0 14.2 400 14 2.6 350 322 1.8 2.5 2.5 297 12 300 11.47% 10 250 5.8 5.5 6.1 7.0 8 10.62% 200 10.46% 6 150

4 100 9.67% 6.3 6.0 5.6 2 5.2 50 0 0 2010 2011 2012 2013 2010 2011 2012 2013 Asset under Administration Asset Under Management Deposits Consolidated regulatory capital Tier 1 Capital Ratio

BIM Corporate Finance 7 Banca Intermobiliare di Investimenti e Gestioni

Shareholders and Governance 1. Overview of BIM Group

2. BIM Corporate Finance . The acquisition of BIM by Veneto Banca, a leading national banking group, represents an important evolution and will guarantee an even

3. References more structured support to face the future challenges coming from the competitive market. 4. Contacts . The presence of important entrepreneur families in the shareholders structure and the commitment of some founder-shareholders entail the reputation gained by BIM in the Italian financial market.

. In April 2010 BIM Board of Directors has been renewed and is currently composed of ten members, of which the majority appointed by Veneto Banca.

. BIM was listed in 1991 on the Milan Stock Exchange, and currently has a market cap of approximately 545 million Euro ( February 2014).

Stock Performance and shareholders structure Board of Directors

Volume Prezzo Flavio Trinca

600 4,0 Chairman 3,0 400 Pietro D'Aguì Michele Barbisan Migliaia 2,0 Vice Chairman Managing Director 200 1,0 Board Members 0 0,0 Armando Bressan ott 13 dic 13 feb 14 apr 14 Angelo Ceccato Stefano Campoccia Mauro Cortese Silvia Moretto Pietro D'Aguì Rodrigue SA Flottante Cesare Ponti 69,82% 9,69% 2,05% 18,44% Giuseppina Rodighero

Source: Consob, 27/06/2014 Source: Banca Intermobiliare

BIM Corporate Finance 8 Banca Intermobiliare di Investimenti e Gestioni

Banca Intermobiliare Network

1. Overview of BIM Group

2. BIM Corporate Finance

3. References

4. Contacts

Lombardia (7 BIM – 22 IPIBI) Friuli Venezia Giulia Veneto (1 BIM - 1 IPIBI) BIM Suisse (Lugano) Piemonte (9 BIM – 5 IPIBI ) (8 BIM – 8 IPIBI) Symphonia SGR (Milan) Emilia-Romagna (4 BIM – 2 IPIBI) Liguria (2 BIM – 2 IPIBI)

Marche Toscana (1 BIM) (1 BIM – 3 IPIBI)

Abruzzo Head Office (Turin) Lazio (1 IPIBI) (1 BIM – 2 IPIBI) Banca Intermobiliare (Rome) Banca Intermobiliare:

. 29 branches in all major Italian cities. Campania . 200 Relationship Managers to service the Clients. (1 BIM - 1 IPIBI)

. Over 40 professional consultants specialised in investment, financial analysis and corporate advisory.

Banca IPIBI Financial Advisory: Sicilia . 47 Private Banking branches in Italy. (2 BIM)

. 200 dedicated Financial Advisors.

BIM Corporate Finance 9 Banca Intermobiliare di Investimenti e Gestioni

Products and Services

1. Overview of BIM Group

2. BIM Corporate Finance BIM offers a wide range of products and services in many different areas. In particular, the Corporate Finance Team comprises highly qualified and 3. References independent professionals with experience in mergers & acquisitions, capital markets and financial advisory. 4. Contacts

Asset management Brokerage Corporate Finance Insurance Products Banking Services

. Discretionary Portfolios . Wealth Management . Mergers & . BIM-SAI Partnership . Checking Accounts Acquisitions . Mutual Funds/Sicav . Equity / Specialist . Pension Funds . Credit Services . Financial Advisory . Trust Services . Derivative / Fx . Life Insurance . Securities Custody and . Capital Markets (BIM Vita) Management . Hedge Funds . Bonds . Structured Products . Off-shore Services . Equity Research (BIM Suisse SA) . Brokerage

BIM Corporate Finance 10 BIM Corporate Finance

2. BIM Corporate Finance BIM Corporate Finance

Corporate Finance team to assist the Client

1. Overview of BIM Group

2. BIM Corporate Finance

3. References

4. Contacts Our values BIM Corporate Finance Team carries a highly qualified experience in the financial advisory field, focusing the main entrepreneur’s interest areas. Expertise

BIM Corporate Finance is an independent and proactive player Flexibility Independence offering personalised solutions aimed to enhance its entrepreneur clients’ assets.

Thanks to its well-established national and international relations, the Team is able to provide important contacts with main investor

Company players (Private Equity and financial markets), always insuring an Growth Capital assets independent approach to the advantage of the entrepreneur. enhancing

Advisory for BIM Corporate Finance services are client driven and focused on extraordinary building strong and long-lasting relationships with the transactions entrepreneurs in order to maximize their assets value. Activity areas

BIM Corporate Finance 12 BIM Corporate Finance

BIM Corporate Finance Team supports the entrepreneur’s assets 1. Overview of BIM Group M&A Financial Advisory 2. BIM Corporate Finance Scouting, structuring and valuation of investment Company valuation, business plan, fairness opinion, 3. References opportunities on the M&A market and fund raising project validation, and structuring of family business 4. Contacts strategies to support the transactions. generational transition. Financial and industrial partners research relying on Support in debt restructuring process and assistance in BIM Corporate Finance national and international funding raising. network.

M&A Financial Advisory

Capital Markets

Capital Markets BIM experience in capital markets guide and support the company towards the identification of the best the financial structure and to raise fund in both debt and equity capital markets. Activities range from advisory and assistance for MiniBond issue, feasibility studies to the implementation of IPO process, capital increase, equity swap and block trade.

BIM Corporate Finance 13 BIM Corporate Finance

A wide range of services

1. Overview of BIM Group 2. BIM Corporate Finance . BIM Corporate Finance is Banca Intermobiliare’s division focused on the analysis, definition and development of extraordinary transactions 3. References as M&A, IPO and other financial advisory projects. 4. Contacts

Mergers & Acquisitions Financial Advisory Capital Markets

. Acquisitions . Business Plan . Minibond issue . Companies disposal . Company valuation . Debt instruments

. Public tender offer, IPO . Specialist . LBO . Business plan validation . Family Buy-Out . Fairness opinion for . De-listing extraordinary transactions . Corporate Brokerage

. Advisory for transactions with . Debt advisory . Capital increase main Italian financial investors . Financial debt raising . Buy Backs

BIM Corporate Finance 14 BIM Corporate Finance

M&A and research of financial partners

1. Overview of BIM Group

2. BIM Corporate Finance . BIM Corporate Finance has a dedicated and experienced team with a large knowledge of the main industrial and financial sectors and strong 3. References relationships with national and international financial institutions such as Private Equity funds and banking groups. 4. Contacts . BIM Corporate Finance supports its clients during the whole M&A deal-cycle; preliminary valuation, business planning, Infomation Memorandum, potential buyers and/or partners selection, deal execution and closing, post-deal integration.

Target selection and approach Deal structure definition Support in debt structuring and Assistance for the final SPA in Italy or abroad fund raising negotiation

buy side

Market analysis Target valuation and integrated Support in the Assistance and coordination of business plan Memorandum of the auditors in the due Understanding negotiation diligence process

M&A transaction Deal closing

Information Letter of intent Binding offer and Memorandum selection negotiation

Beauty sell side contest

Market and company Potential buyers DD e Data Room analysis selection

BIM Corporate Finance 15 BIM Corporate Finance

Financial Advisory

1. Overview of BIM Group

2. BIM Corporate Finance . BIM Corporate Finance provides a wide range of financial consultancy services to meet its clients’demand: from fairness opinion issuance 3. References and investment valuation for M&A and stock market transactions, to business plan validation, restructuring plan and strategic business plan. 4. Contacts . Specifically, BIM Corporate Finance Team has a significant experience with specific deals involving public authorities:

• assistance and support to public administration companies involved in privatisation process.

• financial advisory for specific debt restructuring process such as project financing.

. BIM Corporate Finance offers to its Clients a full range of Financial Advisory services :

Fairness Opinion and Strategic Business plan Restructuring Plan Debt Structuring Plan Validation

Structured business plans for Issuance of fairness opinions for buy or Feasibility studies concerning debt Definition of structured financing the achievement of medium and sell side tender offers and M&A deals restructuring, integration, and analysis transactions to be presented to long-term objectives with the involving listed companies. of weaknesses disadvantaging the primary national and international definition of specific guidelines company performance. disbursing to be implemented.

BIM Corporate Finance 16 BIM Corporate Finance

Financial Advisory : Corporate Restructuring

1. Overview of BIM Group

2. BIM Corporate Finance

3. References . BIM Corporate Finance assists its clients in order to define and implement the right operations to restore balanced and sustainable financial

4. Contacts structure, through the raising of additional debt and equity capital, rescheduling and restructuring of existing debt position, even within insolvency proceedings.

. Moreover, BIM Corporate finance delivers advisory regarding reorganization of ownership structure and corporate governance.

. BIM approach is direct and effective:

Assessment of current financial Valuation of available solutions Execution structure

. Advisory on negotiation strategies and . Identification and assessment of . Analysis of Client’s current financial techniques with stakeholders, including structure, including net financial position, strategic and financial alternatives; creditor banks and new potential equity inter-company relations and available for definition of best tailor-made approach, investors. sale assets. leveraging the team’s expertise gained in previous mandates. . Assistance in the negotiation with all . Analysis and auditing of Business Plan involved parties. and cash flows estimations. . Assessment of feasible options: extrajudicial, pre-insolvency, insolvency . Structuring and set up of restructuring . Definition of Enterprise Value, debt solutions. plans, including ex. art.67 and 182 bis sustainability, and optimal financial L.F. structure. . Forecast and evaluation of all stakeholders’ responses to the various . Assistance and coordination of M&A potential solutions. operations planned in the restructuring plans.

BIM Corporate Finance 17 BIM Corporate Finance

Capital Markets

1. Overview of BIM Group

2. BIM Corporate Finance . BIM Corporate Finance is Borsa Italiana Equity Partner and owns an in-depth knowledge of stock markets thanks to its experience and its 3. References consolidated relations with main financial institutions and professional investors. 4. Contacts

. A dedicated team helps and supports companies throughout the high-demanding listing process in regulated markets. BIM’s role range from Advisor, Sponsor, Listing Partner to Global Coordinator.

. Once the company is listed, BIM supports its clients from the corporate broking side, disclosing equity research to the market investors, acting as a Specialist, and assisting the company through ordinary and extraordinary stock transactions.

. BIM Corporate Finance team is able to assist listed companies involved in capital transactions such as capital increase, free float reconstruction, buy-back and equity swap deals.

. BIM official partnership with the Italian Stock Exchange represent a strong leverage for Italian SMEs who decide to undertake a growth path through the listing process. Also, BIM Corporate Finance is actually sponsoring and enhancing Elite Program, a unique platform of integrated services created by Borsa Italiana to offer to some selected companies the industrial, financial and organizational capabilities needed to master the challenges of international markets.

. Moreover, BIM Corporate Finance operates in the primary debt capital market, supporting Italian SMEs in the issue of listed debt instruments (MiniBond), as Arranger and Advisor. In order to strengthen its market presence, BIM has signed a strategic partnership with ADB, first mover in the new MiniBond market with a strong track record of successful issues.

BIM Corporate Finance 18 BIM Corporate Finance

Debt Capital Market 1. Overview of BIM Group 2. BIM Corporate Finance . BIM Corporate Finance assists its clients in the issue of minibond, supporting them in every phase of the process: the definition of the firm’s 3. References financial needs, the redaction of business plan, the bond structuring and the arrangement of required documents for the listing process. BIM carries 4. Contacts out its activity in partnership with Analisi Dati Borsa S.p.A.

ADVISOR ARRANGER

Preliminary assessment of Assesment and analysis of issue requirements credit risk and Business Plan

Financial Advisory and Structuring of bond issue financial needs analysis (coupon, yield, maturity)

Support to the issuer in the Definition of potential Business Plan preparation covenants and warranties

Identification of the most Assistance in the redaction of suitable funding strategy Loan Prospectus

Support in the Rating process Arrangement of Admission and Due Diligence Listing Document

Monitoring of bureaucratic Marketing and promotion to fulfilments financial investors

BIM Corporate Finance 19 BIM Corporate Finance

Equity Capital Market

1. Overview of BIM Group Initial public offering (IPO) Specialist 2. BIM Corporate Finance 3. References A dedicated team assists and supports companies throughout the Acting as specialist, BIM is committed to enhance liquidity of 4. Contacts listing process in regulated markets. BIM’s advisory covers the listed instruments whole IPO process: Specialist’s role includes: . business plan assessment; . continuously quotation of bid and ask prices, with a . arrangement of the required documents and redaction spread smaller than a certain percentage set by Borsa of IPO prospectus; Italiana and for a minimum daily amount; . analyst researches; . release at least two financial analysis of the issuer per . Organization of road-show. year and organize at least two meeting between company’s management and domestic financial BIM can be Advisor, Sponsor, Listing Partner and Global community. Coordinator for its clients.

Corporate Broking In the previous years, BIM acted as specialist and liquidity The service of corporate broking provides listed companies with provider for the following companies: a complete support in the relation with financial invesors’ community. As Corporate broker, BIM monitors the markets, releases equity Centrale del Latte di Acque Potabili researches and organizes periodical meeting with institutional Torino financial investors.

Prima Industrie Aedes

Caravaggio di Dea Capital Sorgente SGR

BIM Corporate Finance 20 BIM Corporate Finance

The Team 1. Overview of BIM Group

2. BIM Corporate Finance Lorenzo Maggiora - Head of Corporate Finance

3. References Head of Corporate Finance since 2010. He graduated from Turin Business University, he worked for Fiat, Ernst & Young and Banca Brignone (now UBI). In 1997 he entered 4. Contacts WestLB (Milan) as Credit Analyst and later on moved to London to join the M&A Division of Panmure Gordon Ltd, the Group’s company dedicated to Investment Banking. In 2002 he joined Banca Intermobiliare Corporate Finance Division, where he executes M&A transactions and listings process on the Stock Exchange. He is a Registered Person at the Financial Services Authority (FSA) of London.

Lodovico Simone - Senior Advisor M&A

Lodovico Simone is part of the Corporate Finance Team since 2010. He worked in London, Paris, New York and Geneva for some of the most important investment banks: Leonardo & Co., Soditic, J.H. Schroder, Warburg & Co., Baring Brothers Hambrecht & Quist and Bain & Co. He graduated from Harvard University and attended an MBA Master at IMEDE Business School of Losanna in Switzerland.

Mauro Iacobuzio - Manager

Mauro Iacobuzio joined BIM Corporate Finance in 2006, he is mainly involved with M&A transactions. He started his professional career in Deloitte Consulting and . He graduated cum laude from Turin Business University in 2004, he is a Certified International Investment Analyst (Financial Investment Analyst international degree promoted in Italy by the Italian Association of Investment Analysts).

Alberto Franco - Associate

Alberto Franco joined BIM Corporate Finance at the beginning of 2011 and he is mainly focused on M&A transactions and Corporate Restructuring activities. During the previous three years he worked for Franco, Galetto & Partners advisory firm, specializing in management control and corporate accounting advisory. He graduated in Accounting from Turin Business University. He is registered at the Professional Association of Tax Advisors and Accounting Experts and at the Association of Professional Accountants. He is currently accomplishing the Certified International Investment Analyst.

Paolo Bortolani - Analyst

Paolo Bortolani joined BIM Corporate Finance at the beginning of 2014. During the previous two years he was concerning with financial advisory, working as fixed income analyst for different companies, including TosettiValue SIM and specializing in credit risk valuation. He graduated cum Laude in Corporate Finance and Financial Markets from Turin Business University.

Fluently spoken languages by BIM Corporate Finance Team: English, French, Spanish, German and Russian.

BIM Corporate Finance 21 BIM Corporate Finance

Activity Areas 1. Overview of BIM Group

2. BIM Corporate Finance Industry coverage 3. References Selected Deals 4. Contacts BIM transactions 2002-present

Infrastructure e Energy and Utilities Real Estate Energy and Utilities Debt Advisory Fairness Opinion Client: ACP Client: Iris Isontina

Financial Services Industrials

Ariflex acquisition J&P Coats disposal Industrials Client: Vima Holding Client: J&P Coats Services and Cons. Goods

Services and Cons. Goods CLAV acquisition Zurel acquisition Client: CLT Cliente: Ciccolella

. From the time it was launched in 1997, Banca Intermobiliare Corporate Finance has managed over 200 assignments for Financial Services transactions amounting in total to more than 4 billion Euro. Apulia Prontoprestito tender offer Initial Public Offering Client: BancApulia Client: M &C Capitali . The team comprises highly qualified and independent professionals with experience in investment banking and company and industrial consultancy sectors. Infrastructure and R.E. IPI disposal Debt advisory Client: IPI Client: Interporto di Catania

BIM Corporate Finance 22 BIM Corporate Finance BIM Corporate Finance

3. References

Track Record M&A Track Record Financial Advisory Track Record Capital Markets

References – M&A

M&A 1. Overview of BIM Group

2. BIM Corporate Finance 3. References Energy Automotive Tissue paper Vi.Ma. Holding S.p.A. Rugger S.p.A. M&A (Lenti Group)

Financial Advisory Energy trading Plastic components for Industrial and retail tissue Capital Markets automotive industry paper manufacturing

4. Contacts Financial or industrial buyer selection for the disposal of Acquisition of a Sweden Acquisition of a European Acquisition of Ariflex S.p.A. Analysis and valuation of a majority interest competitor competitor (100%) from Comital S.p.A. investment opportunities

(ongoing) (ongoing) (ongoing)

Financial Advisor Financial Advisor Financial Advisor Financial Advisor Financial Advisor

Audi Zentrum S.p.A. Orione Investimenti S.p.A. Veneto Banca S.c.p.A. S.I.D.A.T. S.p.A. Alessandria S.p.A. HDI Assicurazioni S.p.A.

Acquisition of Audi Zentrum Public tender offer for Investment opportunities Public tender offer for Banca Acquisition of Sidat Alessandria S.p.A. (10%) valuation Intermobiliare S.p.A. S.p.A. from Olsa S.p.A.

Financial Advisor Financial Advisor Financial Advisor Financial Advisor Financial Advisor

BIM Corporate Finance 24 References – M&A

M&A 1. Overview of BIM Group

2. BIM Corporate Finance 3. References F.lli Ceresa S.p.A. Mondopower S.r.l. Prisma S.p.A. IPI S.p.A. Centrale del Latte di Torino S.p.A. M&A

Financial Advisory

Capital Markets

4. Contacts Joint Venture and minority Management Buy Out acquisition by institutional Acquisition Acquisition of Acquisition investors IPI S.p.A. (65%)

Advisor Arranger Senior loan Financial Advisor Financial Advisor Financial Advisor Financial Advisor

La Villa S.p.A. J&P Coats Ltd. Gruppo Ciccolella S.r.l. Astaldi S.p.A. Prisma S.p.A.

Disposal of La Villa majority Disposal of Coats Cucirini Acquisition Disposal of real estate Family Buy Out share capital to Maisons de Cantoni (72,844%) property Famille

Originator & Financial Advisor Originator & Financial Advisor Financial Advisor Financial Advisor Financial Advisor

BIM Corporate Finance 25 References – M&A

Other transactions completed by team members 1. Overview of BIM Group 2. BIM Corporate Finance . Transactions completed by BIM Corporate Finance Team members during their own professional career. 3. References

M&A

Financial Advisory AXA Private Equity Permira Private Equity Itema Holding S.p.A. Gildemeister Italiana S.p.A.

Capital Markets

4. Contacts

Acquisizione maggioranza OPA da parte di Acquisition Acquisition e lancio OPA Gildemeister AG

Advisor Buy Side Advisor Buy Side Advisor Buy Side Advisor Buy Side

Itema Holding S.p.A. Areva T&D S.p.A. Vinci Energies Mapei S.p.A.

Acquisition Acquisition Acquisition Acquisition (95%)

Advisor Buy Side Advisor Buy Side Advisor Buy Side Advisor Buy Side

BIM Corporate Finance 26 BIM Corporate Finance BIM Corporate Finance

3. References

Track Record M&A Track Record Financial Advisory Track Record Capital Markets References – Financial Advisory

Financial Advisory 1. Overview of BIM Group

2. BIM Corporate Finance 3. References Sinergie S.p.A. Finanza e Progetti ABP Nocivelli Ing. E. Mantovani S.p.A. Ing. E. Mantovani S.p.A. M&A

Financial Advisory

Capital Markets

4. Contacts Business Plan Validation Business Plan Validation Business Plan Validation Chieti Business Plan Validation SSG Business Plan Validation lighting system San Bonifacio Treviso Health Campus Hospital Health Campus Bolzano Jail

Advisor Advisor Advisor Advisor Advisor

Ravano Green Power S.p.A. Royal Demeure Centrale del Latte di Torino S.p.A. Pininfarina S.p.A. Autostrade Centro Padane S.p.A.

Debt Advisory Debt Advisory Brand Valuation Fairness Opinion Fund raising advisory

Advisor Advisor Advisor Advisor Advisor

BIM Corporate Finance 28 References – Financial Advisory

Financial Advisory 1. Overview of BIM Group

2. BIM Corporate Finance 3. References Matica System S.r.l. Larc S.p.A. SAVE S.p.A. IRIS ISONTINA S.p.A. Finlight S.p.A. M&A

Financial Advisory

Capital Markets

4. Contacts Fairness opinion for an Fairness opinion Market research and Fairness opinion Leveraged and Acquisition integration deal between pre-IPO valuation public utility players Finance

Advisor Advisor Advisor Co-Financial Advisor Advisor & Arranger

Autostrade Centro Padane S.p.A. Le Fay Resort S.r.l. Cargoitalia S.p.A. Sorgente SGR S.p.A. Comune di Asti

Project Finance Business plan and fund Business plan review and Market research regarding Business Plan Validation raising fund raising financial advisory services Asti Sport Centre

Advisor & Arranger Advisor Advisor Advisor Advisor

BIM Corporate Finance 29 References – Financial Advisory

Financial Advisory 1. Overview of BIM Group

2. BIM Corporate Finance 3. References Angius Costruzioni S.r.l. Veneta Energia Rari Nantes S.p.A. Autostrade Centro Padane S.p.A. Sinergie S.p.A. M&A

Financial Advisory VENETA Capital Markets ENERGIA 4. Contacts Business plan validation for Business plan validation of 3 Business Plan validation Business Plan validation Business Plan validation the construction of Porto wind power projects Torres harbour

Advisor Advisor Advisor Advisor Advisor

Opera Costruzioni S.r.l. Metanalpi S.p.A. Interporto di Catania S.p.A. Conceria Pasubio S.p.A. AMC Casale S.p.A.

Business plan and financial Business Plan validation Business Plan validation Business plan and Business Plan and valuation advisor for privatisation fund raising process

Advisor Advisor Advisor Advisor Advisor

BIM Corporate Finance 30 BIM Corporate Finance BIM Corporate Finance

3. References

Track Record M&A Track Record Financial Advisory Track Record Capital Markets

References – Capital Markets

Capital Markets 1. Overview of BIM Group

2. BIM Corporate Finance 3. References IPI S.p.A. Cell Therapeutics, Inc. Smurfit Sisa S.p.A. Mediacontech S.p.A. M&A

Financial Advisory

Capital Markets

4. Contacts Intermediary for the negotiation Public tender offer Capital increase Minibond Issue of fractional shares in a reverse for Smurfit Sisa for delisting stock splitting transaction

Advisor Intermediary Financial Advisor Financial Advisor

Ciccolella S.p.A. M&C S.p.A. Caravaggio di Sorgente SGR S.p.A. di Spoleto

IPO through reverse merger Initial Public Offering Initial Public Offering Specialist

Advisor & Co-lead manager Sponsor & Specialist Sponsor Specialist

BIM Corporate Finance 32 References – Capital Markets

Capital Markets 1. Overview of BIM Group

2. BIM Corporate Finance 3. References Kinexia S.p.A. Nova Re S.p.A. Lavorwash S.p.A. Centrale del Latte di Torino S.p.A. M&A

Financial Advisory

Capital Markets

4. Contacts Public tender offer for Nove Public tender offer for Capital increase and equity Initial Public Offering Re S.p.A. (100%) by Aedes Lavorwash S.p.A. for swap S.p.A. delisting

Sponsor Global Coordinator Financial Advisor and Financial Advisor and Intermediary charged Lead Manager Coordinator Coordinator

Caravaggio di Sorgente SGR S.p.A. Acque Potabili S.p.A. Ciccolella S.p.A. DeACapital

Block trade and equity swap Specialist Capital increase Initial Public Offering for the free float reconstruction

Financial Advisor & Sponsor and Global Sub-underwriter Coordinator Sole Bookrunner coordinator

BIM Corporate Finance 33 BIM Corporate Finance BIM Corporate Finance

4. Contacts

Banca Intermobiliare di Investimenti e Gestioni

Contact BIM Corporate Finance 1. Banca Intermobiliare

2. BIM Corporate Finance . For further information you can directly contact BIM Corporate Finance. 3. References

4. Contacts

Banca Intermobiliare di Investimenti e Gestioni S.p.A.

Corporate Finance Via Gramsci 7, 10121 Torino

Tel: + 39.011 08.28.376 Fax: + 39.011 08.28.862

www.bancaintermobiliare.com [email protected]

BIM Corporate Finance 35 Disclaimer

Disclaimer

The following document has been prepared by Banca Intermobiliare S.p.A. (BIM) in order to promote its range of financial services.

Information contained in this document does not constitute an offer, invitation or recommendation to buy, sell, subscribe for or issue any securities or a solicitation of any such offer or invitation and shall not form the basis of any contract with BIM. Information regarding financial instruments and services have an exclusively illustrative purpose, in order to describe the services offered by BIM.

The Document contains strictly confidential information reserved to BIM clients, thus it can not be published or disclosed to third parties, without the expressively BIM authorization. BIM undertakes no responsibility for incorrect use of the Document or part of it, the recipient bear the risk of a different use of the Document.

BIM Corporate Finance 36