Financial Technology Sector Review Technology, Media & Telecom Group │ Q1 2017

FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

www.harriswilliams.com

Investment banking services are provided by Harris Williams LLC and Solebury Capital LLC, registered broker-dealers and members of FINRA and SIPC, and Harris Williams & Co. Ltd, which is a private limited company incorporated under English law with its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales (registration number 7078852). Harris Williams & Co. Ltd is authorized and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business. FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

HARRIS WILLIAMS & CO. OVERVIEW

KEY CONTACTS HARRIS WILLIAMS & CO. (HW&CO.) GLOBAL ADVISORY PLATFORM FINTECH KEY FACTS . Tyler Dewing Director . 25+ year history with over [email protected] 120 closed transactions in +1 (617) 654-2133 the last 24 months UNITED STATES

. Approximately 250 . Jeff Bistrong professionals across eight Managing Director offices in the U.S. and [email protected] Europe +1 (617) 654-2102 . Mike Wilkins . Strategic relationships in Managing Director India and China HW&Co. Office [email protected] Network Office +1 (415) 217-3411 . 10 industry groups . Sam Hendler Managing Director HW&CO. TECHNOLOGY, MEDIA & TELECOM (TMT) GROUP FOCUS AREAS [email protected] +1 (617) 654-2117 . Erik Szyndlar SOFTWARE / SAAS INTERNET & DIGITAL MEDIA Director . Enterprise Software . IT and Tech-Enabled . AdTech and Marketing . Digital Media and Content [email protected] +1 (415) 217-3418 . Data and Analytics Services Solutions . eCommerce EUROPE . Infrastructure and . Data Center and . Consumer Internet . Mobile Managed Services Security Software . Thierry Monjauze Managing Director TMT VERTICAL FOCUS AREAS [email protected] +44 (0) 20 7518 8901 . Education . Fintech . Manufacturing . Public Sector and Non-Profit . Jonathan Organ . Energy, Power, and . Healthcare IT . Professional Services . Supply Chain, Transportation, Director Infrastructure and Logistics [email protected] . Human Capital Management +44 (0) 20 7518 8909

SELECT RECENT HW&CO. TMT TRANSACTIONS

has received has received a majority has received a majority has received a majority has been a growth has been acquired by has been acquired by has been acquired by has acquired has been acquired by has been acquired by has been acquired by investment from investment from investment from recapitalized by investment from

www.harriswilliams.com PAGE | 1 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

HW&CO. FINANCIAL TECHNOLOGY (FINTECH) TAXONOMY

HW&Co.’s fintech practice is focused on companies with software and technology core to their value proposition and market position.

ENTERPRISE & COMMERCIAL INSTITUTIONAL CONSUMER

Solutions focused on supporting B2B payments and Solutions focused on serving the specific Solutions focused on delivering improved financial financial activity, and serving the financial needs operational and compliance needs of banks, and payment experiences, personal wealth of enterprises of all sizes insurance companies, and asset managers management, and access to consumer loans

KEY FOCUS AREAS KEY FOCUS AREAS KEY FOCUS AREAS

PAYMENTS BANKING PEER TO PEER B2B TRANSACTIONS INSURANCE PERSONAL FINANCE FINANCIAL SOFTWARE ASSET MANAGEMENT TRADING

SELECT MARKET PARTICIPANTS SELECT MARKET PARTICIPANTS SELECT MARKET PARTICIPANTS

SELECT HW&CO. FINANCIAL TECHNOLOGY TRANSACTIONS

Youth sports Integrated payments Mobile-based provider Integrated SaaS and management software and member of pre-paid sightseeing payment solutions for has received a majority and integrated has received a majority management solutions has been city passes, museum- has been health clubs and fitness investment from payments solutions investment from for faith-based and acquired by entry passes, and recapitalized by centers non-profit organizations related services

Cost containment and Integrated payments SaaS-based employee Data-driven marketing cost recovery services and member benefits and analytics tools to has been for the energy and has been management solutions has been management has been the automotive industry acquired by power market recapitalized by for faith-based and acquired by technology provider acquired by non-profit organizations

SaaS solutions that SaaS solutions that Payment and royalty Property valuation, tax enable grants, giving, manage the process of management solutions assessment, revenue, has been and financial has been claim to payment for has been for the entertainment has been billing, and document acquired by management for the acquired by physicians acquired by industry acquired by management software non-profit community solutions

PAGE | 2 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

HARRIS WILLIAMS & CO. FINTECH ECOSYSTEM

CONSUMER PLATFORMS INSTITUTIONAL PLATFORMS ENTERPRISE & COMMERCIAL PLATFORMS Solutions focused on delivering improved financial Solutions focused on serving the specific Solutions focused on supporting B2B and payment experiences, personal wealth operational and compliance needs of payments and financial activity, and serving management, and access to consumer loans banks, insurance companies, and asset the financial needs of enterprises of all sizes managers

B2B P2P LENDING PAYMENTS

MARKETPLACE ACCOUNTING LENDING D

P2P ATA PAYMENTS

Form of Payment & A GLOBAL REMITTANCE NALYTICS

CONSUMER MOBILE COMMERCIAL WALLET BUSINESS

SUPPLY CHAIN CREDIT & MONITORING Goods / Services PROCUREMENT Capture Payment Information

CROWD SUBSCRIPTION FUNDING BILLING

UNDER- PERSONAL HR, PAYROLL, Settlement WRITING FINANCIAL & BENEFITS

MGMT D

Route ISTRIBUTED to Network TRADING ACQUIRER / PAYMENT PROCESSOR NETWORK

Authorization L INSURANCE EDGER ASSET

COMPLIANCE MANAGEMENT Transaction Data T

& TRADING ECHNOLOGY

ISK CORE R Authentication SYSTEMS MGMT

WEALTH MGMT UNDER- CORE WRITING LENDING BANK SYSTEMS

* Dotted lines represent the typical flow of payment transactions.

PAGE | 3 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

CASE STUDY: BLUE STAR SPORTS ENTERPRISE & COMMERCIAL HW&Co.’s TMT Group advised Providence Strategic Growth and Blue Star Sports on the majority investment by Genstar Capital.

Relevant Sectors: . Blue Star is the leading provider of SaaS-based league management software, online registration, and payment processing solutions that manage the entire youth and  SaaS amateur sports ecosystem. a portfolio company of . Blue Star has increased its total payment processing volume  Fintech / Payments through organic user growth, strategic acquisitions, and the development of strategic relationships with national has received a governing bodies.  Membership majority investment from Management . Majority growth investment from Genstar Capital positions the Company for continued success as the largest and most active consolidator in the sports technology and payments  Sports Technology sector.

HW&CO. DEAL CONTACTS

Jeff Bistrong Tyler Dewing Andy Leed Managing Director Director Vice President [email protected] [email protected] [email protected] Office: (617) 654-2102 Office: (617) 654-2133 Office: (617) 654-2107

LEADING ADVISOR TO THE VERTICAL PAYMENTS SECTOR

For more information about the Vertical Payments sector and our . To receive the latest Vertical experience, please contact HW&Co. at Payments sector overview, please *[email protected]. click here.

PAGE | 4 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

ENTERPRISE & COMMERCIAL MARKET OBSERVATIONS1

Payment Networks Payment Processing B2B Transactions Data & Compliance Payroll & Benefits Valuations Valuations Valuations Valuations Valuations TEV / LTM Revenue TEV / LTM EBITDA TEV / LTM EBITDA TEV / LTM EBITDA TEV / LTM EBITDA 10.0x 20.0x 20.0x 20.0x 40.0x

7.5x 15.0x 15.0x 15.0x 30.0x

5.0x 10.0x 10.0x 10.0x 20.0x

2.5x 5.0x 5.0x 5.0x 10.0x

0.0x 0.0x 0.0x 0.0x 0.0x

Enterprise Value / LTM Rev. LTM EBITDA 17E EBITDA 7.8x16.8x15.1x 2.9x 13.0x 10.9x 3.8x 14.5x 10.0x 4.8x 13.3x 12.1x 6.7x 22.9x 16.2x Key Public Comps Key Public Comps Key Public Comps Key Public Comps Key Public Comps

Transaction Spotlight Transaction Spotlight Transaction Spotlight Transaction Spotlight Transaction Spotlight March 29, 2017 January 31, 2017 January 10, 2017 February 6, 2017 January 5, 2017

Enterprise Value: NA Enterprise Value: HW&Co.NA Enterprise Value: NA Enterprise Value: NA Enterprise Value: NA Observations Observations Observations Observations Observations . Networks continue to benefit from . With continued increases in electronic . Growing digitization of payment . Companies are increasingly leveraging . Companies remain focused on secular shifts contributing to growing payment volumes across channels, activities, corporate emphasis on cash analytics-driven data solutions to broadening offerings, including moving non-cash transaction volumes on a companies are seeking to develop fully flow management, and technologies improve software and service into adjacent human capital global basis, particularly across mobile integrated offerings, including Payment that enable more efficient and secure capabilities management solutions and e-commerce environments as a Service solutions that can be transactions continue to drive the vertically integrated into large end development of B2B payment . Data and compliance companies are . The payroll and benefits markets . Focus remains on reducing friction from markets applications developing solutions that drive continue to experience consolidation payments processes in order to drive improved decision making through the as customers demand increasingly convenience, while simultaneously . In an effort to drive competitive . While B2B payment innovation has gathering and interpretation of integrated cloud-based offerings ensuring transaction safety and security differentiation and improve long-term historically lagged the B2C market, expanding data sets customer retention, processors are complex corporate work flows and use increasingly offering merchants free or cases are drawing increased discounted hardware and payment- investment across invoicing, billing, related software solutions RCM, supply chain, and procurement functions In The News In The News In The News In The News In The News Mastercard’s quest for the Sage Group to review future of its Visa’s shows it’s serious about Leveraging data and analytics Betterment partners holy grail of payments global payments business B2B payments to fight fraud with ADP

PAGE | 5 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

INSTITUTIONAL AND CONSUMER MARKET OBSERVATIONS1

Banking Insurance AMT P2P Transfers Marketplace Lending Valuations Valuations Valuations Valuations Valuations TEV / LTM EBITDA TEV / LTM EBITDA TEV / LTM EBITDA TEV / LTM Revenue Price / Book Value 25.0x 30.0x 20.0x 4.0x 10.0x

20.0x 22.5x 15.0x 3.0x 7.5x 15.0x 15.0x 10.0x 2.0x 5.0x 10.0x 7.5x 5.0x 1.0x 2.5x 5.0x

0.0x 0.0x 0.0x 0.0x 0.0x

Enterprise Value / Price / LTM Rev. LTM EBITDA 17E EBITDA Q1 '17 Book Value 17E Book Value 5.2x 19.3x 14.0x 6.9x 17.3x 16.9x 4.7x 12.7x 11.7x 3.3x 21.6x 11.9x 1.7x 1.4x Key Public Comps Key Public Comps Key Public Comps Key Public Comps Key Public Comps

Transaction Spotlight Transaction Spotlight Transaction Spotlight Transaction Spotlight Transaction Spotlight March 22, 2017 March 13, 2017 March 20, 2017 February 1, 2017 January 11, 2017 / Enterprise Value: $863M Enterprise Value: $3,447M Enterprise Value: $205M Enterprise Value: $100M Capital Raise: $100M Observations Observations Observations Observations Observations . Evolving customer demands are driving . Insurance companies continue to . Asset managers are increasingly . Peer-to-peer transfer platforms . Marketplace lending is facing the proliferation of mobile and online demonstrate a preference for suite adopting software applications to continue to experience strong continued challenges due to limited consumer-facing applications, software providers versus best-of-breed modernize service offerings, better momentum, albeit in an increasingly investor appetite, questions about disrupting legacy banking service application vendors communicate with clients, and target crowded market with the entry of platform scalability and sustainability, offerings customers with preferences for digital banks, traditional payment companies, and credit quality consistency . Insurers are increasingly leveraging options and social media platforms . Banks are increasingly adopting, data and analytics solutions to better . P2P lending models becoming less developing, and/or acquiring software underwrite risk through improved insight . Traditional AMT providers continue to . Platforms remain focused on delivering common as traditional, larger lenders applications to manage core into buyer behavior transition offline business models frictionless and secure user experiences with low costs of capital break into operations in an effort to reduce costs, towards online delivery platforms to more user-friendly and digital lending meet stringent regulatory and reporting . New platforms continue to disrupt avoid further technology-driven business lines requirements, and compete for broker-driven business models, disintermediation (e.g. roboadvisors) customers in increasingly digital substantially lowering the cost of environments insurance

In The News In The News In The News In The News In The News Big banks must Insurance spin-out rides Morgan Stanley looks to tech to Banks fight back with their own Honeymoon’s over for adapt or die API-driven strategy improve wealth management mobile apps P2P lending

PAGE | 6 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

SELECT FINTECH M&A TRANSACTIONS – 1Q 20171

Announced: March 22, 2017 Warburg Pincus’ acquires a 35 percent shareholding in Avaloq SUBSECTOR . Avaloq is a provider of integrated modular banking software solutions for back, middle, and front office functionalities. . The Company serves more than 155 banks and wealth management firms and is focused on growth in its core Ent. Value: $863M EV / Revenue: NA wealth management and private banking business. Revenue: NA EV / EBITDA: NA . The investment will allow Avaloq to further capitalize on increasing demand for digital banking, outsourcing, SaaS software, and the global adoption of digital banking and wealth management solutions. BANKING CORE SYSTEMS Announced: March 13, 2017 Vista Equity Partners’ acquisition of DH Corp. (merger with Misys) . DH Corp. is a provider of global payments and lending technology serving nearly 8,000 financial institutions, / specialty lenders, community banks, credit unions, and governments. . Misys is a provider of financial software solutions focused on retail and corporate banking, lending, treasury, Ent. Value: $3,447M EV / Revenue: 2.7x and capital markets, serving more than 2,000 customers in 130 countries. Revenue: $1,268M EV / EBITDA: 10.5x . The merger of DH Corp. and Misys will expand the Company’s global footprint and provide one of the BANKING broadest and diversified sets of financial software to the institutional marketplace. CORE SYSTEMS

Announced: February 27, 2017 Realpage’s acquisition of Lease Rent Options (The Rainmaker Group) . Rainmaker is a provider of revenue and profit optimization solutions to the multifamily and hospitality industries. . LRO provides revenue management solutions that facilitates optimized pricing for over 1.5 million apartments. . The acquisition will allow RealPage to capture emerging global demand for optimized operational and transactional yields for rental housing assets, expand the Company’s real-time lease transaction data, and Ent. Value: $300M EV / Revenue: 8.4x REAL ESTATE & cross-sell existing products and services across its customer base. Revenue: $36M EV / EBITDA: 30.0x LEASING

Announced: January 31, 2017 Ministry Brands’ acquisition of YourMembership . YourMembership is a provider of SaaS-based, fully integrated software that enables member-centric organizations to maximize revenue, increase relevance, and drive operational efficiencies. . The Company’s integrated payments platform offers real-time credit card processing solutions for associations and non-profit organizations. PAYMENT Ent. Value: HW&Co.NA EV / Revenue:HW&Co.NA PROCESSING Revenue: HW&Co.NA EV / EBITDA: HW&Co.NA . Ministry Brands’ acquisition, in combination with the acquisitions of Abila and Aptify, has led to the formation of Community Brands, which will serve more than 13,000 associations and nonprofit organizations

Announced: January 13, 2017 Bain Capital and Advent International’s acquisition of Concardis . Concardis is a provider of full-service payment processing solutions in Germany and Switzerland. . Concardis provides credit card systems and terminals for retailers, point of sale solutions, and payment processing for e-commerce and mobile platforms. . The acquisition will enhance Concardis’ transaction volume growth and increase investment in innovation and PAYMENT Ent. Value: $746M EV / Revenue: NA infrastructure to further establish the Company as a leader in payment services across Germany. Revenue: NA EV / EBITDA: NA PROCESSING

PAGE | 7 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

FINTECH ACQUISITION ACTIVITY

MOST ACTIVE STRATEGIC ACQUIRERS OF FINTECH ASSETS BY VOLUME2

YTD 2017 . The 10 most active strategic fintech 2016 consolidators combined for over 145 acquisitions since 2012. 2015 2014 2 1 . During the first quarter of 2017, 2013 notable closed acquisitions included 3 2012 Thomson Reuters’ purchase of REDI 2 3 6 2 Global Technologies and Depository 2 2 2 Trust & Clearing Corp. 3 2 7 2 1 2 3 4 4 2 YTD 2017 this group has completed . 7 2 4 9 acquisitions which is on pace with 2 2 5 7 4 6 2016 M&A activity. 4 1 1 6 2 1 3 1 2 2 1 7 4 5 4 4 2 1 1 1 2

GLOBAL FINANCIAL SOFTWARE M&A ACTIVITY2

. Across financial software, there Private Equity were 112 M&A transactions closed in 1Q’17, with buyout and growth Strategic equity control transactions representing 40% of total deal volume. . Interest in financial software among strategic acquirers remains strong, with traditional vendors and big 36 43 58 67 81 71 86 86 69 82 63 63 68 banks targeting fintech assets to reduce the rising threat of disintermediation, while enabling an evolving mix of technology-oriented solution offerings, and facilitating 42 32 32 43 50 32 40 43 53 46 regulatory compliance. 41 35 44

Q1-14 Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 Q3-15 Q4-15 Q1-16 Q2-16 Q3-16 Q4-16 Q1-17

PAGE | 8 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

ENTERPRISE & COMMERCIAL SOLUTIONS – LANDSCAPE

REPRESENTATIVE ENTERPRISE & COMMERCIAL SOLUTION PROVIDERS

Payments Other E&C Financial Software Payment Processing & Networks B2B Transactions Financial Software Payment Networks Transfers & Remittance Data & Compliance

Traditional Payment Processors Procurement & Supply Chain

Real Estate & Leasing To receive the latest Financial Technology market

Payment Gateways / ISOs maps, pleaseBill contact Payment HW&Co. at [email protected] SMB Marketplace Lending

Vertical Specific Payments Subscription Billing / RCM Accounting & Tax

HR / Payroll / Benefits

EDI

Corporate / Fleet Payments

PAGE | 9 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

ENTERPRISE & COMMERCIAL SOLUTIONS – TRADING COMPARABLES

VALUATION1 As of March 31, 2017 ($ in millions)

Fintech Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price / Sub-Vertical Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 17E Rev. LTM EBITDA 17E EBITDA Earnings

Payments Visa V $171,030 $165,122 96.5% 16.2% 65.6% 13.6% 16.6% 70.5% 10.7x 9.4x 15.2x 13.3x 35.9x Payment Mastercard MA $115,391 $119,061 99.1% 19.0% 50.3% 11.5% 12.3% 58.1% 10.7x 9.8x 18.4x 16.8x 30.5x Networks American Express AXP $98,778 $71,300 96.5% 28.8% (13.2%) (1.8%) (3.9%) NA 2.9x 3.1x NA NA 14.0x Discov er Financial Serv ices DFS $51,698 $26,255 92.0% 34.3% 15.8% 5.6% (6.5%) NA 4.9x 5.3x NA NA 11.9x First Data Corporation FDC $26,854 $5,766 93.0% 19.8% NA 1.2% 3.6% 22.4% 2.3x 2.3x 10.3x 8.9x 33.7x Alliance Data Systems ADS $28,972 $13,925 99.1% 13.2% (8.6%) 10.8% 11.1% 24.9% 4.1x 3.7x 16.3x 14.7x 33.9x Cielo CIEL3-BR $23,810 $20,187 77.0% 8.4% (20.2%) 6.0% 18.1% 45.0% 6.7x 5.8x 15.0x 12.8x 16.0x Payment Vantiv VNTV $13,781 $10,387 96.8% 19.0% 111.6% 16.4% 31.0% 53.6% 8.4x 6.6x 15.7x 13.8x 48.6x Processing Global Payments GPN $16,415 $12,303 98.8% 23.6% 123.5% 5.5% 15.7% 30.8% 5.5x 4.8x 17.7x 14.9x 35.1x Total System Serv ices TSS $12,765 $9,802 94.6% 12.4% 76.1% 12.1% 8.9% 31.4% 4.1x 3.8x 13.0x 11.1x 30.9x Euronet Worldwide EEFT $4,271 $4,478 99.5% 15.4% 96.2% 10.5% 11.1% 16.9% 2.2x 2.0x 12.9x 10.8x 26.5x Paysafe Group PAYS-GB $3,014 $2,832 93.2% (4.0%) 56.4% 63.1% 13.9% 28.7% 3.0x 2.7x 10.5x 9.0x 21.8x Payments Median $25,332 $13,114 96.5% 17.6% 56.4% 10.7% 11.7% 31.1% 4.5x 4.3x 15.1x 13.1x 30.7x

B2B Transactions Transfer/Remit Western Union Company WU 11,600 9,691 89.6% 5.5% 21.3% (1.1%) 0.2% 24.7% 2.1x 2.1x 8.7x 8.9x 39.9x Open Text Corporation OTC-CA 9,591 8,918 96.5% 30.3% 44.0% 7.0% 28.5% 34.0% 4.9x 3.9x 14.4x 11.3x 7.5x eInvoicing, Cass Information Systems CASS-US 474 740 88.3% 26.3% 25.9% 3.3% NA 25.2% 3.8x NA 14.9x NA 30.7x EDI, RCM Basware BAS1V-FI 533 521 78.6% (17.2%) (31.3%) 3.2% 2.7% NM 3.2x 3.2x NM NM NA B2B Transactions Median $5,062 $4,829 89.0% 15.9% 23.6% 3.2% 2.7% 25.2% 3.5x 3.2x 14.4x 10.1x 30.7x

Financial Software Automatic Data Processing ADP $45,219 $45,963 97.3% 14.1% 32.1% 7.4% 8.0% 22.7% 3.8x 3.5x 16.5x 16.2x 27.5x Paychex PAYX $20,808 $21,157 93.4% 9.1% 38.6% 7.5% 6.9% 43.1% 6.7x 6.4x 15.6x 14.8x 27.4x Payroll & Benefits Ultimate Software Group ULTI $5,710 $5,791 87.1% 0.9% 42.9% 26.4% 30.6% 8.8% 7.3x 5.9x 83.0x 24.4x 197.2x WageWorks WAGE $2,252 $2,682 89.8% 42.9% 25.5% 9.1% 35.4% 21.0% 6.2x 4.7x 29.5x 15.9x 133.9x Paylocity Holding PCTY $1,905 $1,987 77.8% 18.0% 55.6% 40.8% 33.7% 5.2% 7.2x 5.7x NM 39.4x NA Thomson Reuters TRI $37,601 $32,218 94.6% 6.8% 24.6% (8.5%) 2.0% 26.5% 3.4x 3.3x 12.7x 11.3x 29.3x Experian EXPN-GB $22,376 $19,201 97.3% 13.8% 12.4% (2.5%) 8.0% 34.0% 4.9x 4.6x 14.5x 13.4x 26.4x Data & Moody's Corporation MCO $22,738 $21,402 98.3% 16.0% 38.7% 3.4% 6.8% 45.5% 6.3x 6.0x 13.9x 12.9x 82.4x Compliance Equifax EFX $18,997 $16,395 99.3% 19.6% 96.1% 18.1% 10.1% 35.7% 6.0x 5.6x 16.9x 15.3x 33.8x TransUnion TRU $9,255 $6,984 98.9% 38.9% NA 13.1% 10.6% 34.3% 5.4x 5.0x 15.8x 12.8x 59.0x Dun & Bradstreet Corporation DNB $5,261 $3,983 76.2% 4.7% 3.4% 4.1% 4.6% 28.9% 3.1x 3.0x 10.7x 10.7x 39.1x Fleet FleetCor Technologies FLT $17,121 $13,907 85.8% 1.8% 28.7% 7.6% 23.5% 52.2% 9.3x 7.8x 17.9x 14.1x 31.9x Payments WEX WEX $6,446 $4,424 84.2% 24.2% 7.3% 19.2% 19.5% 33.8% 6.3x 5.4x 18.7x 12.6x 69.9x Financial Software Median $17,121 $13,907 93.4% 14.1% 30.4% 7.6% 10.1% 33.8% 6.2x 5.4x 16.2x 14.1x 36.5x

PAGE | 10 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

ENTERPRISE & COMMERCIAL SOLUTIONS – TRANSACTION ACTIVITY

SELECT RECENT M&A TRANSACTIONS1

Announced Date Target/Issuer Buyer Description Enterprise Value ($m) 03/29/2017 NuData Security, Inc. Mastercard, Inc. Provider of real-time behavioral and statistical analytics software to verify users. NA

03/16/2017 Acculynk, Inc. First Data Corp. Provider of white label payment and authentication solutions. NA

02/28/2017 Retail Merchant Services Ltd. TCMI, Inc. Provider of low-cost card payment services. NA

02/27/2017 Rainmaker Group (Lease Rent Options) RealPage, Inc. Provider of profit optimization software for the mutifamily housing sector. $300

02/14/2017 TIO Networks Corp. PayPal Holdings, Inc. Provider of cloud-based multi-channel bill payment processing services. $170

02/08/2017 Sigma Payment Solutions, Inc. M&A Ventures LLC Provider of automated credit card processing and merchant services. NA

02/06/2017 Clarient Thomson Reuters Provider of a client reference data platform. NA

01/31/2017 YourMembership.com Ministry Brands Provider of membership management software and payment solutions for associations. NA

01/26/2017 MoneyGram International, Inc. Ant Financial Provider of payment processing solutions facilitating global money transfer services. $1,656

01/18/2017 PAI Merchant Services, Inc. Clearent LLC Provider of payment processing solutions tailored to the specific needs of merchants. NA

01/13/2017 Concardis Bain Capital, Advent International Provider of full-service payment services, credit card systems, and POS solutions. $746

01/10/2017 Financial-Information-Technologies, LLC Luminate Capital Partners Provider of data, payment, and software services to the beverage alcohol industry. NA

01/05/2017 Financial Management Solutions Kronos Provider of workforce and analytics applications. NA

01/04/2017 Sterling Payment Technologies LLC EVO Payments International LLC Provider of electronic transaction processing services for all major credit cards. $195

12/15/2016 Tallie K1 Investment Management Provider of a comprehensive, cloud-based expense report software for CPAs. NA

SELECT RECENT PRIVATE PLACEMENT TRANSACTIONS2

Announced Date Target/Issuer Buyer Description New Money ($m) 03/16/2017 Recurly Greycroft Partners Provider of enterprise subscription billing management software. NA

03/14/2017 ProducePay Menlo Ventures Provider of a financing platform connecting farmers, distributors, and banks. $77

03/08/2017 Veem Kleiner Perkins Provider of discounted international wire transfer services. $24

03/06/2017 CurrencyCloud GoogleVentures Provider of a foreign exchange payments platform to remit cross border payments. $25

03/02/2017 Sensibill Impression Ventures Provider of a receipt management platform. $17

02/14/2017 Exactuals TTV Capital Provider of a SaaS payments platform focused on the royalty/residual based markets. $11

01/12/2017 HouseCanary Bryant Stibel Provider of a real estate analytics platform. $33

01/11/2017 iZettle American Express Ventures, Intel Capital Provider of credit card services allowing users to accept payments on mobile devices. $63

01/11/2017 PayClip General Atlantic Provider of card reader services enabling users to accept mobile credit card payments. $24

01/11/2017 Fino Paytech Blackstone, ICICI Provider of a banking technology platform for payment services. $59

01/09/2017 Activehours Felicis Ventures Provider of software enabling employees to access earned wages at their discretion. $22

01/06/2017 Regent Education Chrysalis Ventures, Ares Capital Provider of financial aid management services for private education institutions. $11

01/05/2017 PayNearMe UnionGrove Provider of a cash-based payments platform. $21

12/20/2016 Appetize Shamrock Capital Advisors Provider of a multi-site and multi-business unit point-of-sale (POS) solution for retailers. $20

12/07/2016 Nubank DST Global, Founders Fund Provider of digital credit cards and online financial services. $80

* “NM” indicates transaction value below $1 million. PAGE | 11 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

INSTITUTIONAL SOLUTIONS – LANDSCAPE

REPRESENTATIVE INSTITUTIONAL SOLUTION PROVIDERS

Banking Insurance Asset Management & Trading Core Systems Technology & Underwriting Trading, Wealth & Risk Management

Lending & Workflow

To receive the latest Financial Technology market

Networking & Collaboration maps, please contact HW&Co. at Compliance & Reporting [email protected]

Compliance & Analytics Lead Generation & CRM

Data & Analytics

Distributed Ledger Technology

PAGE | 12 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

INSTITUTIONAL SOLUTIONS – TRADING COMPARABLES

VALUATION1 As of March 31, 2017 ($ in millions)

Banking Fidelity National Information Serv ices FIS $36,077 $26,178 94.9% 25.8% 47.7% 40.1% 3.6% 29.8% 3.9x 3.8x 13.1x 11.7x 46.3x Fiserv FISV $29,003 $24,741 97.5% 12.4% 101.3% 4.8% 6.5% 33.9% 5.3x 5.0x 15.5x 14.1x 27.8x Jack Henry & Associates JKHY $7,213 $7,227 97.3% 10.1% 64.6% 7.4% 7.2% 35.4% 5.2x 4.9x 14.6x 13.8x 28.4x Temenos Group TEMN-CH $5,798 $5,624 96.9% 44.8% 131.1% 16.9% 11.8% 54.3% 9.1x 8.4x 16.8x 22.1x 47.8x Core Systems CoreLogic CLGX $4,965 $3,435 93.8% 17.3% 33.2% 27.8% (3.7%) 23.3% 2.5x 2.7x 10.9x 10.6x 33.5x Oracle Financial Serv ices 532466-IN $4,997 $4,997 95.6% 10.2% 15.1% 3.7% 16.9% 39.2% 7.7x 6.7x 19.5x 16.1x 27.4x ACI Worldwide ACIW $3,188 $2,509 93.2% 2.9% 6.1% (3.9%) 2.2% 17.7% 3.2x 3.1x 17.9x 13.0x 19.6x Q2 Holdings QTWO $1,312 $1,410 92.7% 45.0% 109.8% 38.0% 37.2% NM 8.7x 6.8x NM NM NA Bottomline Technologies EPAY $1,021 $959 75.0% (22.4%) (34.5%) 2.4% 7.2% 9.5% 3.0x 2.8x 31.3x 13.2x NA Banking Median $4,981 $4,216 94.4% 11.3% 40.4% 7.5% 6.8% 29.8% 4.5x 4.4x 15.5x 13.2x 28.4x

Insurance Guidewire Software GWRE $3,583 $4,165 88.0% 3.4% 11.6% 13.6% 22.2% 4.8% 8.0x 6.8x NM 36.9x 512.1x Technology & Ebix EBIX $2,079 $1,929 94.1% 50.2% 250.4% 12.4% 12.1% 37.1% 7.0x 6.3x 18.8x 17.0x 21.4x Underwriting Sapiens International SPNS $552 $630 80.6% 7.5% 55.9% 16.5% 25.1% 16.1% 2.6x 2.1x 15.8x 14.5x 32.2x Insurance Median $2,079 $1,929 88.0% 7.5% 55.9% 13.6% 22.2% 16.1% 7.0x 6.3x 17.3x 17.0x 32.2x

Asset Management & Trading RELX REL-GB $26,870 $21,064 99.2% 5.2% 27.6% 2.0% 1.6% 33.7% 2.9x 2.9x 8.6x 8.4x 27.8x Thomson Reuters TRI-CA $37,601 $32,218 94.6% 6.8% 24.6% (8.5%) 2.0% 26.5% 3.4x 3.3x 12.7x 11.3x 29.3x Moody's MCO $22,738 $21,402 98.3% 16.0% 38.7% 3.4% 6.8% 45.5% 6.3x 6.0x 13.9x 12.9x 82.4x MSCI MSCI $10,083 $8,800 88.9% 31.2% 121.8% 7.0% 9.5% 49.5% 8.8x 8.2x 17.7x 16.0x 36.0x Data & Analytics SS&C Technologies SSNC $9,600 $7,219 94.5% 11.6% 71.2% 48.1% 14.5% 34.9% 6.5x 5.7x 18.6x 13.8x 55.3x FactSet Research Systems FDS $6,687 $6,507 89.8% 8.8% 52.4% 8.3% 8.4% 35.5% 5.8x 5.4x 16.3x 15.6x 19.5x Dun & Bradstreet DNB $5,261 $3,983 76.2% 4.7% 3.4% 4.1% 4.6% 28.9% 3.1x 3.0x 10.7x 10.7x 39.1x Fair Isaac Corporation FICO $4,538 $4,005 96.9% 21.5% 129.1% 6.1% 5.9% 23.0% 5.0x 4.8x 21.9x 16.3x 32.6x DST Systems DST $4,173 $3,839 95.2% 8.6% 27.6% (44.9%) 37.8% 23.1% 2.7x 2.0x 11.6x 9.8x 47.5x Broadridge Financial Solutions BR $9,007 $8,037 94.7% 14.6% 79.3% 24.5% 22.2% 18.8% 2.6x 2.1x 13.8x 12.1x 27.7x AMT Fidessa group FDSA-GB $1,085 $1,202 85.4% (11.2%) (27.3%) (0.8%) (1.1%) 26.3% 2.4x 2.5x 9.2x 9.9x 26.7x Asset Management & Trading Median $9,007 $7,219 94.6% 8.8% 38.7% 4.1% 6.8% 28.9% 3.4x 3.3x 13.8x 12.1x 32.6x

PAGE | 13 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

INSTITUTIONAL SOLUTIONS – TRANSACTION ACTIVITY

SELECT RECENT M&A TRANSACTIONS1

Announced Date Target/Issuer Buyer Description Enterprise Value ($m) 03/22/2017 Avaloq Group Warburg Pincus Provider of core banking solutions for front, middle, and back office applications. $863

03/20/2017 BI-SAM Technologies FactSet Research Systems Inc. Provider of portfolio analytics solutions for investment strategy evaluation. $205

03/14/2017 RAGE Frameworks, Inc. Genpact Ltd. Provider of knowledge-based automation (AI) technology and services. NA

03/13/2017 DH Corp. Vista Equity Partners Provider of global lending software solutions. $3,447

03/13/2017 Xceptor CBPE Capital Provider of SaaS-based data management and process automation software. NA

03/13/2017 Autobooks Baird Capital Provider of cash management solutions for small business owners. $6

03/06/2017 ITRS Group Ltd. TA Associates Provider of real-time monitoring and analytics software to finanical institutions. $172

02/15/2017 StoneRiver, Inc. Sapiens International Corp. Provider of comprehensive insurance technology applications. $102

02/15/2017 Rubik Financial Ltd. TEMENOS Group Provider of customer-driven technology solutions for the banking industry. $59

02/1/2017 MoneyMate, Advise, Ascendant CIP Capital Provider of fund data research and management services. NA

01/31/2017 Veson Nautical Pamlico Capital Provider of commercial maritime operations, financials, and freight trading applications. NA

01/26/2017 Valen Technologies, Inc. Insurity, Inc. Provider of predictive analytics solutions for property and casualty insurance. NA

01/23/2017 Resonant Software, Inc. Internet Pipeline, Inc. Provider of integrated life insurance underwriting software and applications. NA

01/10/2017 Avention, Inc. Dun & Bradstreet Corp. Provider of a sales and marketing intelligence platform. $150

12/19/2016 ISCS, Inc. Guidewire Software, Inc. Provider of financial software development services. $160

SELECT RECENT PRIVATE PLACEMENT TRANSACTIONS2

Announced Date Target/Issuer Buyer Description New Money ($m) 03/29/2017 Shapeshift Earlybird Ventures Provider of an online digital currency exchange designed for blockchain assets. $10

03/16/2017 Ottonova Tengelmann Ventures Provider of private healthcare insurance digital services. $17

02/22/2017 Prospa AirTree Ventures Provider of an online platform designed to lend to small businesses. $19

02/13/2017 CrediFi Battery Ventures Provider of an online big data platform for commercial real estate loans. $13

02/02/2017 Nymbus Insight Venture Partners Provider of core banking software for banks and credit unions. $24

01/26/2017 Nexera Warburg Pincus Provider of technology-enabled residential mortgage lending services. NA

01/25/2017 TruMid CreditEase Provider of an electronic credit trading platform. $28

01/24/2017 InvestCloud JPMorgan Chase Provider of integrated digital applications for investment managers. $25

01/18/2017 Collibra ICONIQ Capital Provider of data governance software for financial services organizations. $50

12/22/2016 Axoni Andreessen Horowitz; Goldman Sachs Provider of distributed ledger technology to the financial services industry. $18

12/13/2016 Indifi Technologies Pvt Ltd. Accel Partners Provider of online platform to connect small businesses with institutional lenders. $10

12/05/2016 Lemonade General Catalyst; Sequoia Capital Provider of artificial intelligence and behavioral software for the insurance industry. $34

11/28/2016 QuantGroup Sunshine Insurance; Fosun Capital Provider of big data analysis for the consumer finance industry. $73

11/17/2016 Fundinfo AG HgCapital Provider of cloud-based investment consulting services. NA

11/15/2016 eOriginal, Inc LLR Partners Provider of digital transaction lifecycle management. $27

* “NM” indicates transaction value below $1 million. PAGE | 14 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

CONSUMER SOLUTIONS – LANDSCAPE

REPRESENTATIVE CONSUMER SOLUTION PROVIDERS

Peer to Peer Personal Finance P2P Payments & Transfers Personal Finance & Roboadvising

P2P and MarketplaceTo receive Lending the latest Financial TechnologyMobile market Wallets and Gateways maps, please contact HW&Co. at [email protected]

Crowdfunding Credit Monitoring & Protection

PAGE | 15 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

CONSUMER SOLUTIONS – TRADING COMPARABLES

VALUATION1 As of March 31, 2017 ($ in millions)

Peer to Peer PayPal PYPL $46,674 $51,649 96.6% 11.5% NA 18.3% 22.6% 20.4% 4.4x 3.7x 21.3x 14.6x 37.4x Western Union WU $11,600 $9,691 89.6% 5.5% 21.3% (1.1%) 0.2% 24.7% 2.1x 2.1x 8.7x 8.9x 39.9x P2P Transfers Square SQ $3,065 $3,599 95.1% 13.1% NA 34.9% (43.6%) NM 1.8x 3.4x NM 26.7x NA Green Dot Corporation GDOT $964 $1,653 99.2% 45.2% 69.3% 3.5% 16.5% 17.2% 1.3x 1.2x 7.8x 5.1x 41.7x Marketplace LendingClub LC $1,331 $2,197 65.3% (33.9%) NA 22.0% (48.4%) NA 1.1x 2.3x NA 25.9x NA Lending On Deck Capital ONDK $997 $363 56.4% (35.3%) NA 14.3% 36.6% NA 3.4x 2.6x NA NM NA Peer to Peer Median $1,664 $2,197 95.1% 11.5% 21.3% 14.3% 3.3% 20.4% 1.8x 2.3x 8.7x 11.7x 40.8x

Personal Finance & Mobile Wallets Personal Fin. Intuit INTU $30,182 $29,669 90.3% 11.5% 47.0% 11.6% 10.4% 29.3% 6.2x 5.7x 21.2x 14.7x 37.6x Apple AAPL $780,815 $753,718 99.4% 31.8% 85.7% (6.3%) 9.4% 31.9% 3.6x 3.3x 11.3x 10.5x 17.2x Mobile Microsoft MSFT $472,680 $508,935 99.5% 19.2% 59.0% (2.5%) 20.0% 33.0% 5.6x 4.7x 16.8x 12.2x 31.1x Wallets Amazon.com AMZN $417,460 $423,031 99.6% 49.3% 158.5% 27.1% 27.8% 8.7% 3.1x 2.5x 35.3x 21.3x 180.9x Facebook FB $305,103 $334,552 99.4% 24.5% 126.8% 54.2% 46.1% 53.7% 11.0x 8.1x 20.6x 12.9x 40.7x Personal Finance & Mobile Wallet Median $417,460 $423,031 99.4% 24.5% 85.7% 11.6% 20.0% 31.9% 5.6x 4.7x 20.6x 12.9x 37.6x

PAGE | 16 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

CONSUMER SOLUTIONS – TRANSACTION ACTIVITY

SELECT RECENT M&A TRANSACTIONS1

Announced Date Target/Issuer Buyer Description Enterprise Value ($m) 03/29/2017 GiveForward, Inc. YouCaring Provider of an online fundraising platform. NA

03/27/2017 Fit Pay NXT-ID Provider of a contactless payments platform for wearables and IoT devices. NA

03/01/2017 OrderAhead Square Provider of a mobile application for on-demand delivery of food. NA

02/22/2017 Tilt.com, Inc. Airbnb, Inc. Provider of a social crowdfunding platform. $62

02/01/2017 ZenBanx Holding Ltd. Social Finance, Inc. Provider of an international, multi-currency mobile banking platform. $100

01/30/2017 UniRush LLC Green Dot Corp. Provider of prepaid debit card solutions. $151

12/13/2016 AFJC Corp. Credit Karma, Inc. Provider of online individual tax filing services. NA

11/20/2016 LifeLock, Inc. Symantec Corp. Provider of theft identity protection services. $2,096

11/18/2016 Cookies Labs GmbH Klarna AB Provider of a mobile application for peer-to-peer payments. NA

11/16/2016 Iron Horse Holdings LLC LendingTree LLC Provider of online credit card comparison, education, monitoring, and management. $130

10/18/2016 KountMoney Lendingkart Provider of data analytics to the P2P personal loan industry. NA

10/13/2016 RoboVest, Inc. InvestView, Inc. Provider of online trading and brokerage applications. NA

10/06/2016 Paribus Co. Capital One Financial Corp. Provides online consumer banking services. NA

10/03/2016 Boltmade, Inc. Shopify, Inc. Provider of consumer centric software for the retail industry. NA

09/13/2016 EyeVerify, Inc. Ant Financial Services Group Provider of mobile eye verification technology. $100

SELECT RECENT PRIVATE PLACEMENT TRANSACTIONS2

Announced Date Target/Issuer Buyer Description New Money ($m) 03/31/2017 Robinhood DST Provider of a mobile stock trading application for consumers. NA

03/23/2017 Clarity Money RRE Provider of a personal finance assistance application for consumers. $11

03/21/2017 SoFi Silver Lake Provider of an online finance platform for student loan refinancing and mortgages. $453

03/09/2017 Viva Republica PayPal Provider of a financial services mobile platform to simplify payments in Korea. $48

03/08/2017 Easynvest Advent International Provider of an online and mobile technology platform for investment decision making. NA

03/02/2017 Upstart Network Founders Fund, Kleiner Perkins Provider of an online lending marketplace to provide personal loans. $33

02/22/2017 Tala Collaborative Fund Provider of a mobile financial platform simplifying credit scoring and financial services. $30

01/30/2017 Knock RRE Provider of a real estate trading platform. $33

01/26/2017 Raisin Index Ventures Provider of a deposit marketplace enabling access to interest rates from across Europe. $32

01/18/2017 Commonbond Neuberger Berman Private Equity Provider of a student loan refinancing platform. $37

01/11/2017 Funding Circle Accel Provider of a peer-to-peer small business lending platform. $100

01/11/2017 CompareEuropeGroup ACE & Company, Goldman Sachs Provider of a personal finance comparison platform. $21

12/05/2016 MoneyLion Edison Partners; FinTech Collective Provider of technology-enabled consumer lending software. $23

11/17/2016 PeerStreet Andreessen Horowitz; Montage Ventures Provider of online asset-backed-security brokerage services to consumers. $15

11/01/2016 Classy JMI Equity, Salesforce Ventures Provider of online fundraising platform for social good organizations. $30

* “NM” indicates transaction value below $1 million. PAGE | 17 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

SUMMARY OF TECHNOLOGY IPOS3

RECENT U.S. IPO ACTIVITY (BY OFFERING SIZE)

$0 - 50M $50 - 100M $100 - 250M $250M + . The technology IPO window appears to have opened up in 2017. IPO dollar volume 18 increased significantly in the first quarter, with five transactions representing nearly $4 16 15 billion of total equity issued in the quarter. While much of this dollar volume 13 13 was driven by Snap’s $3.4 billion IPO, it is still

11 11 encouraging for the technology IPO market given the limited volume of new issuances 9 over the last 12 months. 8 7 . For the five technology IPOs in 1Q-2017, 6 5 5 shares are trading up by a median 14% 4 above their IPO price, creating a favorable 3 outlook for additional technology listings in 2 the near term. 0

1Q-13 2Q-13 3Q-13 4Q-13 1Q-14 2Q-14 3Q-14 4Q-14 1Q-15 2Q-15 3Q-15 4Q-15 1Q-16 2Q-16 3Q-16 4Q-16 1Q-17

2013 Total: 48 2014 Total: 47 2015 Total: 31 2016 Total: 15 2017 Total: 5

OFFERING SIZE AT IPO (LTM) MARKET CAP AT IPO (LTM) REVENUE GROWTH (1YR PRIOR TO IPO)

(All tech IPOs over the last 12 months) (All tech IPOs over the last 12 months) (All tech IPOs over the last 12 months)

$0 - 50M $50 - 100M $100 - 250M $250M + $0-50M $50-500M $500M-$1B $1B+ < 25% 25 - 75% > 75%

5% 20% 26% 26% 30% 30% 45%

45% 25% 47%

PAGE | 18 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

KEY PERFORMANCE METRICS FOR RECENT SOFTWARE IPOS3

250.0%

107.0% 150.0% 117.1% 115.3% 84.3% 85.7% 64.3% 70.3% 49.3% 14.2% 59.4% Growth 29.5% 43.2% 24.3% 33.4% 50.0% 20.5%

% % Revenue (50.0%)

(150.0%)

150.0% 123.9% 125.0%

100.0% 92.0% 92.5% 71.1% 75.1% 75.0% 65.4%

50.0% 42.6% 41.1% 43.1%

25.0% 17.3% 18.5% 10.6% 11.6% 0.0%

(25.0%) (26.7%) (32.1%) (50.0%)

Stock Stock Performance (75.0%)

(100.0%)

(125.0%)

(150.0%) Circle Size Denotes Revenue ($)

IPO DATE 11/18/15 11/18/15 12/9/15 4/21/16 6/22/16 7/28/16 9/15/16 9/22/16 9/29/16 10/5/16 10/27/16 12/15/16 3/9/17 3/16/17 3/24/17

OFFER PRICE $9.0 $10.0 $21.0 $14.0 $15.0 $18.0 $12.0 $16.0 $16.0 $18.0 $17.0 $11.0 $14.0 $17.0 $14.0

MARKET CAP AT OFFER ($M) $2,708.5 $540.1 $4,382.2 $1,129.4 $1,233.0 $503.5 $323.1 $596.6 $1,958.5 $866.0 $838.6 $287.2 $1,240.6 $2,141.9 $662.5

OFFERING SIZE ($M) $243.0 $77.5 $462.0 $112.0 $150.0 $94.5 $90.0 $96.0 $237.9 $133.2 $146.2 $287.2 $233.3 $221.0 $126.0

OFFER TO CURRENT 92.0% 123.9% 42.6% (32.1%) 92.5% 65.4% 71.1% (26.7%) 17.3% 41.1% 75.1% 18.5% 10.6% 43.1% 11.6%

PAGE | 19 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

DEBT MARKET OVERVIEW3

MIDDLE MARKET LBO LOAN MULTIPLES MIDDLE MARKET LBO VOLUME BY QUARTER

Defined as Issuers with EBITDA of $50 Million or Less Defined as Issuers with EBITDA of $50 Million or Less . Median middle market LBO loan FLD/EBITDA SLD/EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA Institutional Pro Rata multiples in 1Q 2017 remained in line with the prior three years at $2.0B $2.0B 5.6x $1.9B 5.2x leverage. 5.3x 5.3x 5.3x 5.2x $1.8B 4.7x 4.7x 4.8x . Middle market LBO 4.5x 4.5x $1.6B 4.3x 4.2x 4.3x $1.5B loan volume 4.0x increased to $1.1 3.8x 3.8x 3.4x $1.2B $1.2B billion in 1Q 2017. 3.3x $1.2B $1.1B $0.9B $0.9B $0.7B

$0.4B

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 1Q'17 4Q'13 1Q'14 2Q'14 3Q'14 4Q'14 1Q'15 2Q'15 3Q'15 4Q'15 1Q'16 2Q'16 3Q'16 4Q'16 1Q'17

LBO LOAN VOLUME BY INDUSTRY MEDIAN LBO DEBT PERCENTAGES

Percentage of Total Purchase Price . Technology 2016 New-Issue LBO Loan Volume: $3.7 billion companies were the Computers & Electronics 24.4% largest recipients of 66% LBO loans in 2016, representing 24.4% of Healthcare 13.1% 60% 60% 60% new issuance. 58% 57% 55% 50% . Median LBO debt Insurance 11.7% 51% percentages were 50% 50% of total purchase price in 1Q 2017, in Automotive 9.7% line with the prior quarter and below Services & Leasing 9.3% historical averages.

Food & Beverage 5.4%

Other 26.4% 2008 2009 2010 2011 2012 2013 2014 2015 2016 1Q'17

PAGE | 20 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017 HW&CO.’S TECHNOLOGY, MEDIA & TELECOM GROUP: M&A ADVISOR OF CHOICE FOR MARKET LEADING TECHNOLOGY COMPANIES

majority investment growth Investment majority investment majority investment acquired acquired by acquired by recapitalized by acquired by acquired acquired by acquired by acquired by acquired by acquired by from from from from

B2C

acquired a majority acquired by recapitalized by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by investment from stake in

majority investment minority investment strategic investment significant equity recapitalized by acquired by acquired by merged with acquired by acquired by merged with acquired by acquired by acquired by acquired by from from from investment from

growth equity acquired by recapitalized by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by investment from

acquired by

significant equity majority recapitalized by acquired by acquired by acquired by acquired by acquired acquired by acquired by acquired by acquired by acquired by acquired by investment from recapitalization by and

significant equity minority investment minority investment strategic investment acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by investment from from from from

GFI Energy Group a division of

acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by

and and

PAGE | 21 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

PNC AND SOLEBURY CAPITAL OVERVIEW

PNC’S CORPORATE & INSTITUTIONAL BANKING GROUP SOLEBURY CAPITAL OVERVIEW

CORPORATE FINANCE AND M&A ADVISORY SOLEBURY CAPITAL ADVISORY PLATFORM CAPITAL MARKETS ADVISORY . M&A advisory and related services are offered through HW&Co. . Expert ECM Advice & Judgement Unbiased Advice from Seasoned Product Specialists • > 285 Advisory Engagements / >$133bn Proceeds • IPOs Sell Side Advisory / Capital Raising / Management Buyouts / • 128 transactions and 44 IPOs since 2013 / Fairness Opinions / Acquisitions Advisory • Marketed Follow-ons $49.9bn • Block Trades • “Trusted Advisor” Status with Clients CAPITAL MARKETS ADVISORY & INVESTOR RELATIONS . Global reach in partnership with STJ • High Impact Street Relationships . FINRA member firm • High Activity Level = Powerful Information Hub . Capital markets advisory and investor relations services are offered through INVESTOR RELATIONS Solebury Capital, the premier ECM advisory firm in North America . Strategic ECM-based IR Solutions Action-Oriented IR Model Grounded in ECM DNA • Strategic IR Advisory Expert ECM Advice & Judgment / Strategic ECM Based IR Solutions / • 40 Active Clients / 70+ Client Engagements • Perception Studies / IR Audits FINRA Member Firm / Project & Execution Management • Boutique Service – Big Firm Resumes • Infrastructure Projects • Team with ECM, Research, Sales and Traditional ADDITIONAL PNC C&IB SOLUTIONS . Small / Mid-Cap Focus IR Experience

. Treasury Management . Wealth Management . IPO Expertise . Institutional Investment . Capital Markets Management . International Services Representative Clients:

SELECT PNC FINTECH RELATIONSHIPS SELECT SOLEBURY FINTECH TRANSACTIONS

$$2,350mm $575mm $502mm $135mm $319mm IPO IPO FO FO Block 2015 3/21/2012 5/17/2013 3/27/2014 3/7/2013

$126mm $100mm $732mm $525mm $284mm FO IPO Block Block Block 1/14/2015 4/14/2014 2/15/2017 6/7/2016 9/18/2013

PAGE | 22 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q4 2016

OUR FIRM

Harris Williams & Co. has a broad range of industry expertise, which create powerful opportunities. Our clients benefit form our deep-sector experience, integrated industry intelligence and collaboration across the firm, and our commitment to learning what makes them unique. For more information, visit our website at www.harriswilliams.com/industries.

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PAGE | 23 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q1 2017

HARRIS WILLIAMS & CO.

SOURCES

1. FactSet

2. PitchBook

3. S&P Global

4. HW&Co. proprietary information

DISCLOSURES

Harris Williams & Co. (www.harriswilliams.com) is a preeminent middle market investment bank focused on the advisory needs of clients worldwide. The firm has deep industry knowledge, global transaction expertise, and an unwavering commitment to excellence. Harris Williams & Co. provides sell-side and acquisition advisory, restructuring advisory, board advisory, private placements, and capital markets advisory services.

Investment banking services are provided by Harris Williams LLC and Solebury Capital LLC, registered broker-dealers and members of FINRA and SIPC, and Harris Williams & Co. Ltd, which is private limited company incorporated under English law with its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales (registration number 7078852). Harris Williams & Co. Ltd is authorized and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business.

THIS REPORT MAY CONTAIN REFERENCES TO REGISTERED TRADEMARKS, SERVICE MARKS AND COPYRIGHTS OWNED BY THIRD-PARTY INFORMATION PROVIDERS. NONE OF THE THIRD- PARTY INFORMATION PROVIDERS IS ENDORSING THE OFFERING OF, AND SHALL NOT IN ANY WAY BE DEEMED AN ISSUER OR UNDERWRITER OF, THE SECURITIES, FINANCIAL INSTRUMENTS OR OTHER INVESTMENTS DISCUSSED IN THIS REPORT, AND SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY STATEMENTS MADE IN THE REPORT OR FOR ANY FINANCIAL STATEMENTS, FINANCIAL PROJECTIONS OR OTHER FINANCIAL INFORMATION CONTAINED OR ATTACHED AS AN EXHIBIT TO THE REPORT. FOR MORE INFORMATION ABOUT THE MATERIALS PROVIDED BY SUCH THIRD PARTIES, PLEASE CONTACT US AT THE ABOVE ADDRESSES OR NUMBERS.

The information and views contained in this report were prepared by Harris Williams & Co. (“Harris Williams”). It is not a research report, as such term is defined by applicable law and regulations, and is provided for informational purposes only. It is not to be construed as an offer to buy or sell or a solicitation of an offer to buy or sell any financial instruments or to participate in any particular trading strategy. The information contained herein is believed by Harris Williams to be reliable, but Harris Williams makes no representation as to the accuracy or completeness of such information. Harris Williams and/or its affiliates may be market makers or specialists in, act as advisers or lenders to, have positions in and effect transactions in securities of companies mentioned herein and also may provide, may have provided, or may seek to provide investment banking services for those companies. In addition, Harris Williams and/or its affiliates or their respective officers, directors and employees may hold long or short positions in the securities, options thereon or other related financial products of companies discussed herein. Opinions, estimates and projections in this report constitute Harris Williams’ judgment and are subject to change without notice. The financial instruments discussed in this report may not be suitable for all investors, and investors must make their own investment decisions using their own independent advisors as they believe necessary and based upon their specific financial situations and investment objectives. Also, past performance is not necessarily indicative of future results. No part of this material may be copied or duplicated in any form or by any means, or redistributed, without Harris Williams’ prior written consent.

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