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Bridgepoint

2018 Annual Review 2018 Annual PURPOSE PERFORMANCE

2018 Annual Review Contents Who we are 1 Our in 2018 3 Understanding our business 5 Bridgepoint in numbers 6 Geographic reach 7 Our investors 8 A message from our Managing Partner 10 Our & sector expertise 32 Current investments 46 Understanding our responsibilities 48 CREATIVE How we manage our business 58 Offices 60 THOUGHTFUL

Who we are Bridgepoint is an international fund management group. Our aim is to deliver attractive returns to our investors by investing in well-managed middle-market companies and to build stronger, broader-based businesses with greatly enhanced long-term growth potential. As a long-established, experienced and responsible investor, we help businesses and management teams by investing in expansion and operational transformation or by funding consolidating acquisitions. We are attracted by opportunities in sectors and niches with strong underlying growth. Underscoring our duty to invest responsibly, all of us at Bridgepoint are driven by a set of values and beliefs about how we should do business. These are shared across our Firm and are fundamental to our professional and personal conduct. They help us maintain the highest levels of corporate governance and apply the highest standards of professionalism across the Firm.

Johan Gustaffson, Director & Martin Janson, Investment Director, Bridgepoint Development Capital, Stockholm

Bridgepoint 2018 Annual Review 1 DEPTH Our investments REACH in 2018

The three Bridgepoint private equity funds investing in 2017 – Bridgepoint Europe, Bridgepoint Development Capital and Bridgepoint Growth – continued to target a high-quality range of growth-focused businesses. Our extensive in-country presence, boosted by the addition of offices in Amsterdam and San Francisco, and our operational resources were strongly positioned to exploit the opportunities provided in Europe as the home of world‑leading domestic and exporting enterprises.

The depth of the Bridgepoint We continued to target geographic and operating sectors with strong platform combined with underlying structural drivers our long-term sector growing ahead of the broader coverage continued to economy or where Europe generate new investment continues to have a global opportunities. With a focus advantage. Companies on six sectors, our teams with opportunities for have a deep understanding international expansion were of markets and extensive also the focus of our efforts. industrial networks and Similarly, our funds were relationships. This enabled also able to capitalise on our funds to bring market prior investment strategies insight to bear in accelerating at similar businesses to growth in our portfolio execute strategic plans with companies as well as confidence and experience. generating investment opportunities outside intermediated processes.

Jonathan Zhou, Partner & Faye Wang, Executive Assistant, Shanghai

2 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 3 Understanding our business We are driven by a set of values about how we do business and treat people, underscored by our duty to invest responsibly.

These are shared across our Firm and are fundamental to our professional and personal conduct. We believe they define us and help us maintain the highest levels of corporate governance and apply the highest standards of DRIVEN RESPONSIBLE professionalism across Bridgepoint.

Our values Performance-driven We settle for nothing less than superior performance achieved by entrepreneurship, initiative, intelligent judgement and teamwork.

Thoughtful We always seek to make a difference – for investors, companies or in our duty as a responsible investor within the broader community.

Straightforward We are straightforward, open professionals who act without arrogance and embrace the views Antoine Froger, Director, of others without prejudice. Emma Watford, Partner & Benoît Alteirac, Director,

4 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 5 Bridgepoint in numbers Geographic reach

Operations in 12 global cities to serve investors in more than 30 countries €29.2bn 72 Funds raised to date Investments made in last 10 years €19.7bn 300+ Funds under management Add-on acquisitions made in last 10 years

14% 20 Revenue growth in 2018 Add-on acquisitions made in 2018 13% 79,000 EBITDA growth in 2018 People employed by Bridgepoint portfolio companies

€1.7bn Amsterdam London New York Shanghai Frankfurt Luxembourg Paris Stockholm Returned to investors in 2018 Istanbul Madrid San Francisco Warsaw

6 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 7 Our investors

2% 1% Bank Asset manager 1% 2% Family o ce Bridgepoint 5% employees Endowment

7% Sovereign Pension funds wealth fund OPPORTUNITY

Investors by type 11% Bridgepoint has a blue chip investor base comprising 62% public and private pension funds, asset managers, Pension funds AMBITION family offices, sovereign authorities and insurance companies around the world.

Bridgepoint focuses on investing in middle market businesses via four distinct fund strategies: our Bridgepoint Europe funds – our largest funds – invest in companies valued between €200 million and €1 billion, BDC, 9% our lower mid-cap and growth capital business focusses on acquisitions in companies valued between €50 million and €150 million; Bridgepoint Growth, which makes investments in the consumer, media, technology and business services sectors in companies using digital technologies to achieve transformational growth in their end markets; and Bridgepoint Credit, which specialises in private debt lending to European Investors by location middle‑market companies. Bridgepoint has investors across the globe, with over 250 investors from 30 countries.

61% 31% 4%4% Mi d A E A u u m r s o e t d r p r l a i e c e l

asi a a E s a s t

Thomas Moussallieh, Investment Director, Bridgepoint Development Capital, Paris 8 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 9 Inevitably, the shadow of Brexit has €4 billion Fund raised in 2014, made Bridgepoint focuses on investing A message from our also continued to weigh heavily on its 16th and final platform investment in middle-market businesses with the UK economic outlook in 2018 with the acquisition of HTL four distinct fund strategies: throughout the year, especially the in France. To give you a sense of the uncertainty regarding the final shape scale of the Fund’s investment, its ——Bridgepoint Europe funds – our of the UK’s relationship with the companies currently employ over largest funds – invest in Managing Partner European Union. Over the past three 28,000 people, and it committed companies valued between years we’ve worked hard to mitigate €3.8 billion of capital with a total €200 million and €1 billion, the potential negative effects of this enterprise value of €9.7 billion. Its ——BDC, our lower mid-cap buyout and have been very selective in our successor fund, Bridgepoint Europe acquisition of UK assets, focusing on VI, raised in 2018 is a €5.7 billion and and growth capital business focusses on acquisitions in I am pleased to report that Investing in the current more challenging macro conditions, companies that are likely to benefit at the time of writing had committed companies valued between environment the private equity industry from any Brexit dislocation or which 25% of its capital to four investments. Bridgepoint enjoyed a operate in areas of resilience. The economic environment in performed strongly in the last €50 million and €150 million; strong year of Bridgepoint Europe IV, a fully Europe in which Bridgepoint funds 12 months. One consequence of ——Bridgepoint Growth, which Within the context of this macro invested Fund which has performance during 2018. invest improved in 2018 despite the these conditions, however, is that makes growth capital environment, our investment committed 96% of its capital in The last 12 months have continued rise of populism and we’ve continued to face unwelcome strategies have continued to 24 middle‑market growth assets, investments in the consumer, political uncertainty in several key price pressure on the acquisition been about using the full deliberately focus on those sectors completed its investment activity in media, technology and business markets. This economic “tail breeze” of new assets in a competitive depth of business and niches with the potential to 2014. By the end of 2018 the Fund services sectors in companies was notable in the improvements in landscape. This made finding the deliver strong returns in changing had sold 14 of those investments at experience that we enjoy manufacturing output, and rising right assets for our Funds more using digital technologies to conditions as well as on those that an average money multiple of 2.34x, in our own team, and in employment and productivity levels, difficult although ironically these achieve transformational will specifically benefit from having realised €2 billion of capital the management teams and helped to increase continental very conditions made for a growth in their end markets; improving economic conditions in in the 12 months to April 2019. European business confidence to favourable market in which to and that lead our portfolio Continental Europe. We’re always Bridgepoint Europe IV now has a full create a benign backdrop against sell assets. looking to buy well through exit pipeline in place to drive further ——Bridgepoint Credit, which businesses, to drive returns which to invest capital and for our high-quality origination, absolute capital returns in the next specialises in private debt for our investors during a companies to deliver strong clarity of investment case, 12 months. Bridgepoint Europe III, time of increased performance. Towards the end of lending to European middle- transaction selectivity and a focus a 2005 vintage €2.5 billion Fund, the year, however, the German market companies. uncertainty in our markets on relative value. saw a significant return of capital economy began to slow, largely as and the wider world. to investors in 2018 with the very a result of weak conditions in the successful sale in the UK of Pret auto industry. Fund performance In 2018 Bridgepoint funds A Manger, as well as the realisation In reviewing the last 12 months, committed €1 billion to eight new of residual stakes in Rodenstock in Getting the most out of the I am pleased to report very good investments, completed 20 add-on Germany and Infinitas in Bridgepoint platform of offices progress across all of our investing acquisitions and exited six the Netherlands. investments, returning €1.7 billion across Europe and in China and the funds. Bridgepoint Europe V, a to our investors. During the year US has been key to delivering Bridgepoint’s fund investments also success in these times. And despite Revenue Growth collectively generated 14% and 13% year-on‑year average revenue and 2018 +14% EBITDA growth – an indication of the resilience of our portfolio 201 +10% companies and of the skill 201 +11% generating continued long-term value creation in what remains a 201 +12% relatively low-growth environment. EBITDA Growth 2018 +13% 201 +13% 201 +12% 201 +14% Capital returned to investors 2018 1.7bn 201 878m William Jackson 201 1.6bn Managing Partner 201 1.8bn 201 2.0bn

10 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 11 A message from our Managing Partner continued

Bridgepoint Development Capital (‘BDC’) Second, and perhaps more significantly, Our Bridgepoint Charitable Trust works charity aims to improve the literacy and behavioural, educational and emotional also had a very strong year: it completed as we reset our ambitions for Bridgepoint with team members to identify new numeracy of children in France by running needs, by providing therapeutic and two realisations – of Acteon in France and €3.1bn as a whole, it will help us to extend our charities for us to support – where our after-school clubs for small groups of developmental activities for them and Trustly in Sweden - and its current fund of debt raised across 11 financings middle‑market presence as we assess donation and expertise can make a real children, predominantly in deprived areas. their families within a sustainable farm BDC III made four new investments – Elgin complementary investment and product difference. To date, the Trust has donated It also helps parents of affected children to environment. The aim is to help them and PEI Media in the UK, FCG in Sweden A new shareholder areas where we can generate attractive over £2 million to charities across Europe become more involved in encouraging overcome their difficulties and to give and Private Sport Shop in France. Investment in our platform and our future returns for our stakeholders. and beyond. In 2018 we worked with Coup their children to read and write. In the UK them the greatest chance for a more is always at the forefront of our thinking so de Pouce Clé in France, a charity that works we supported Dandelion Time whose aim positive future. Bridgepoint Growth, via its BG I fund, has Bridgepoint regularly reviews its resources As a result of the Dyal partnership, we to fight against early failure at school. The is to help and educate children with various now completed four transactions, two of across the Group to ensure they are have significantly strengthened our balance which were in 2018: Elgin and Network efficiently positioned to execute the Firm’s sheet and in doing so cemented our Digital Marketing in the UK. investment strategies. We recognise that position as one of the best capitalised we have to think long term and deploy middle‑market alternative fund managers Our private debt business, Bridgepoint exactly the same rigor in our own business in the world. Credit, also enjoyed a good year and is on strategy that we expect our management teams to do in the now invested in 22 companies via BC I, Diversity & Inclusion its inaugural fund. The fund was originally companies our funds own. I wrote last year that we were renewing our seeded with capital from the Bridgepoint commitment to diversity and inclusion. As balance sheet and has now begun to raise In 2018 Bridgepoint, for the first time in its our business continues to grow, our ability a successor fund, BC II, with a target of history, announced that it had invited an to develop the talent of our own team £750 million. external shareholder to take a minority stake in our management company to members as well as attract new people provide extra capital to help us continue remains critical to Bridgepoint’s success. European credit markets to develop our business. In August we It is after all in our attitude that people see “…23% of investment roles at Our investment activity in the past welcomed Dyal Capital Partners, a division what sort of people or organisation we 12 months has definitely benefited from of Neuberger Berman, a specialist investor really are. During the year we attracted 33 Bridgepoint are now held benign European credit markets with in successful alternate asset managers, as a high‑quality new team members – which substantial liquidity provided by private debt passive minority shareholder in the Firm. means that Bridgepoint is changing as we markets. Against that backdrop, volumes absorb their new viewpoints by women – well ahead of have remained robust with €159 billion of This was significant for two reasons: and perspectives. leverage debt issuance in Europe in 2018, the average for our sector supported by M&A activity and to a lesser First, the investment allows us to accelerate In 2018 we put into action a number of extent refinancings. our investment programme in our existing new initiatives to reflect this drive, targeting but by no means the limit business, – such as the recent opening of in particular our industry’s long-term issue In a low interest rate environment, the cost a new office in San Francisco. Bridgepoint’s of gender imbalance in investment roles. of our ambition” of borrowing has remained close to international platform and depth of I am pleased to report that a good start historical lows, although spikes of volatility resource are critical to its ability to source has been made in this area, with 23% of driven by external factors (such as the high‑quality investments and drive value investment roles at Bridgepoint now held macro cycle, Brexit, trade tensions) created and returns across its Fund portfolios. by women - well ahead of the average for a more cautious financing environment We now have a global infrastructure our sector but by no means the end of our towards the end of 2018. unparalleled in the middle-market that ambition. In 2019 we are now focusing on increasing that percentage further through Bridgepoint’s Capital Markets Team provides genuine local insight and expertise the way we hire, train and develop our therefore sought to capitalise on these and we use this by deploying an investment people. I am passionate about this subject supportive market conditions, raising strategy based upon ever deeper sector and have committed Bridgepoint to €3.1 billion of debt across 11 financings in analysis finely tuned to middle-market ensuring it happens. We know that we have the year, comprising €1.5 billion for new businesses. more to do in this area – and we shall. investments, €1.2 billion of re-financings for existing investments and €500 million to fund growth for our portfolio companies. Kaja Wilmanska, Investment Director & Matt Legg, Director, Bridgepoint Development Capital, London

12 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 13 2019: looking ahead 2019 has started with a mixture of continued modest economic growth across Europe, punctuated by moments of political uncertainty and market volatility. As the reality about the possible INNOVATION TEAMWORK shape of Brexit begins to emerge, investment and employment decisions will undoubtedly become challenging in the UK. At a time when Brexit risk poses a serious threat to the attractiveness of the UK as a destination for inward investment, Bridgepoint benefits from having no country or sector specific allocations in our funds, so we are able to flex where we commit funds to react to changing market conditions. The ambition of the Bridgepoint team across Europe, the US and China remains undiminished and I thank my colleagues for their continuing commitment and enthusiasm. 2018 has been a year of growth in the Bridgepoint platform and the successful completion of the fund raise of a new flagship fund – the €5.7 billion Bridgepoint Europe VI. Finally, but most importantly, we never forget the responsibility we have to the people that lie behind the capital managed by each of our investors, many of whom are public servants: teachers, policemen, firemen and union members. As we manage their money we’re always mindful of the kinds of investments they would wish us to make with their retirement funds and, in particular, the way in which they would expect us to support over 79,000 colleagues in companies owned by our funds whose contribution is fundamental to our success. With this firmly in our minds we start 2019 well positioned for the future and excited by our ability to meet the rightly challenging demands of those that entrust us with their capital.

William Jackson Managing Partner

Whitney Hanson, Senior Associate & Sebastian Kirwan, Senior Associate, New York

14 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 15 Transaction size Sector Bridgepoint Not disclosed Consumer representatives Revenue Location Antoine Froger €629m France Frédéric Pescatori Denis Villafranca Employees Directors 4,627 Olivier Bertrand Website Christophe Gaschin www.burgerking.fr (France) Olivier Grumbach Michel Razou

France’s number two burger Quick Service restaurant brand BURGER KING® is the global number two burger quick service restaurant (‘QSR’) brand, generating $16 billion of revenues and serving 2.3 billion customers p.a. Burger King serves fast food cuisine with minimal table service, and has a reputation for the quality of its flame-grilled, made-to-order burgers with fresh ingredients.

In 2013 the BURGER KING® master franchise in France was granted to Groupe Bertrand, a leading French multi-brand restaurant operator. In 2018, Bridgepoint signed an agreement to acquire a minority stake in the holding company of the master franchisee to support the development of BURGER KING® in France. The group is now the custodian of the brand on the French territory with the exclusive right to roll-out new stores across the country.

BURGER KING® France is now the No 2 hamburger quick service restaurant in the country, operating in a market that is estimated to be worth €6.4 billion and growing at 4-6% per annum. France is the No 2 European burger market in terms of per capita consumption.

Groupe Bertrand also acquired the Quick Burger brand comprising more than 400 units in 2015 and is converting Quick restaurants to the BURGER KING® format, running both franchise and company-owned “an opportunity for us to formats. As a result, by the end of 2018 Burger King France had consolidated its market develop the roll-out of this position in France behind McDonald’s, generating over €1.2 billion of System-Wide- very strong brand, alongside Sales from an estate of 474 restaurants comprising 290 Burger King-branded stores a prestigious group” and 184 legacy Quick sites. The business now has the potential to be the challenger brand in Frédéric Pescatori, Partner, Head of investment in France the French QSR sector by growing its estate substantially and thereby gaining market share, increasing revenues and profitability.

16 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 17 Transaction size Sector Bridgepoint Not disclosed Technology & Media representatives Revenue Location Alastair Gibbons Elgin £3m UK Mayank Kanga Employees Directors Website 20 Stella Donoghue www.elgin.org.uk James Harris Nikki Knight David McKay Rui Silva Neil Smith

Provider of roadworks and traffic management technology Founded in 2011, Elgin is a leading provider of roadworks and traffic management software in the UK. Highway authorities rely on Elgin’s products to satisfy their regulatory requirements to communicate roadworks information to the public and coordinate roadworks with utility providers and contractors. Its digital workflow tools significantly reduce the cost and time it takes to implement traffic restrictions transforming what was previously a highly resource‑intensive process. The business is recognised for its innovative high‑quality product via its modern map interface.

Elgin’s proprietary and valuable data is automatically trusted by global mapping and satellite navigation providers such as Google, TomTom and Waze. This is a key and valuable feature of its products for highway authorities seeking to inform and influence the public on road closures, diversions and incidents.

“Elgin is at the heart of the This investment is made by Bridgepoint Growth I, a fund which focuses on digital transport revolution, companies seeking equity investment of between £5 million and £15 million, and producing cost‑effective real- that use digital technologies to achieve time software solutions for the transformational growth in their end-markets. world of connected vehicles and genuinely helping highway authorities to reduce congestion and costs”

Duncan Calam, Partner, Bridgepoint Growth, London

18 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 19 Transaction size Sector Bridgepoint Not disclosed Business Services representatives Revenue Location Johan Dahlfors FCG SEK 226m Sweden Johan Gustafsson Filippa Jernbeck Employees Directors 155 Kristian Bentzer Website Jimmi Brink https://en.fcg.se/

Nordic risk and compliance services provider for the financial sector FCG has developed a broad portfolio of risk and compliance services and is the leading Nordic independent specialist within Governance, Risk and Compliance (GRC) services. Established in Stockholm in 2008, FCG’s services comprise consultancy services, outsourcing and fund administration from operations in Stockholm, Malmö, Copenhagen and Oslo.

The depth and breadth of competencies now required to ensure internal control and compliance with financial regulations means many financial institutions are increasingly seeking external support from specialist service providers. This has resulted in the European market for GRC services experiencing double digit growth over recent years, which is expected to continue, driven by this increasingly complex regulatory landscape.

New ownership will provide the Company with the necessary resources to allow it to realise its expansion plans and to see it continue to consolidate its position in the financial sector as well as in new geographies, either organically or by selective acquisition.

This investment was made by Bridgepoint Development Capital. “FCG has built a leading position in the Nordic region and now has ambitious plans. We look forward to partnering with the Company to develop the business further”

Johan Dahlfors, Partner, Bridgepoint Development Capital, Stockholm

20 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 21 Transaction size Sector Bridgepoint Not disclosed Healthcare representatives Revenue Location Vincent-Gaël Baudet HTL Biotechnology Not disclosed France François Davy Fabrice Turcq Employees Director 127 Eric Aveillan Website www.htl-bio.com

Bio-pharma laboratory specialising in hyaluronic acid and other bio-polymers HTL Biotechnology (“HTL”) is a bio-pharma laboratory specialising in hyaluronic acid (“HA”) and other bio-polymers. It is a leading producer of high-quality HA, a naturally occurring compound in the human body that can be manufactured synthetically. HTL focuses almost exclusively on pharmaceutical grade HA, which is used as a critical active principle ingredient (“API”) in several medical applications. Leveraging its R&D capabilities, it has also diversified into other biological polymers to serve the needs of the pharmaceutical industry.

The Company is the global market leader with long-standing know-how in bio-fermentation production. It offers the widest range of pharma-grade HA products and the finest quality. HTL serves numerous fast-growing end-markets including ophthalmology, rheumatology and aesthetics.

With the potential to materially increase its addressable market and reinforce its technical leadership through product portfolio enhancement, HTL is also positioned to act as a consolidation platform within its market as it targets acquisitions to accelerate its geographic coverage internationally.

“our international network will be able to assist HTL with its global development, particularly in Asia and in North America”

Vincent-Gaël Baudet, Partner, Paris

22 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 23 Transaction size Directors Not disclosed Richard Bandell Revenue Andrew Miln Network Digital £6m William Taylor Employees Bridgepoint representatives 18 Shakira Adigun-Boaye Duncan Calam Sector Kevin Reynolds Marketing Technology & Media Website Location www.healthservicediscounts.com UK

Digital Marketing Services Network owns and manages the largest discount programmes in the UK for healthcare workers, teachers and other caring vocations. These programmes offer exclusive highly‑discounted promotions to the company’s 1.8m members, saving them time and money.

Brands from a broad range of sectors including retail, financial services and travel use the company’s platform extensively as it enables them to acquire new customers from a large and demographically attractive audience more cheaply than alternative marketing channels. Network earns commission from all sales over its platform.

The business is growing its membership base rapidly by opening in new vocational sectors, and following our investment will increase the offering to its members by broadening the number of brands on the platform and launching new products such as cashback cards that will enable members to benefit from discounts instore as well as online.

This investment is made by Bridgepoint Growth I, a fund which focuses on companies seeking equity investment of between £5 million and £15 million, and that use digital technologies to achieve transformational growth in their end-markets.

“an opportunity to partner with a driven and experienced management team to further develop the company’s offering”

Duncan Calam, Partner, Bridgepoint Growth, London

24 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 25 PEI Media

Transaction size Provider of subscription digital information, Not disclosed events and marketing solutions for the global Revenue alternative assets market £33m PEI is a leading provider of subscription digital information, events and Employees marketing solutions for the global alternative assets market, including real 186 estate, infrastructure, private equity and private debt, with operations in London, New York and Hong Kong. The business is recognised for its Sector differentiated insights into issues affecting the General Partner/Limited Technology & Media Partner relationship, as distinct from most of its peers, who focus on Location real-time transaction reporting, and for providing global coverage across UK multiple asset classes. Its core publications comprise Private Equity Real Directors Estate, Infrastructure Investor, Private Equity International and Private Debt Philip Borel Investor, together with a number of smaller digital titles focused on Henry Elkington growing market niches such as Secondaries and Agri investing. PEI also Paul Mclean has a growing data and analytics offering and provides marketing Tim McLoughlin solutions to customers through its digital platforms and through Kashmir Sohi controlled circulation, and bespoke editorial products. Bridgepoint representatives Robin Lawson The company operates in an attractive sector generating double digit Alastair Gibbons growth in its key subscription and events market, supported by the continued capital flows into alternative asset classes as investors search Website for higher yields. By investing in its technology platform, PEI has been www.thisispei.com able to develop a product suite in response to the diverse needs of its customer base, as well as expand its global coverage to address new markets and customers. This diversification across asset classes, geographies and service lines, has also made it more resilient in the event of any economic downturn.

As PEI achieves greater scale and offers value-adding complexity, its ever sophisticated customers, both existing and new, will be able to access the information and market connections they increasingly need to be successful in their global alternative investment strategies.

This investment was made by Bridgepoint Development Capital.

“working with PEI’s management to ensure that it remains best-placed to scale its digital offering in a growing market and deliver progressive evolution of its specialist-brand in line with advancing client needs”

Robin Lawson, Partner, Bridgepoint Development Capital, London

26 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 27 Transaction size Sector Bridgepoint Not disclosed Consumer representatives Revenue Location Thomas Moussallieh €90m France Olivier Nemsguern Jean-Baptiste Salvin Employees Directors Private Sport Shop 185 Guillaume Bertel Website Benoit Durand www.privatesportshop.com Laurent Guéroult Hervé Parizot

Online “flash” sales retailer Private Sport Shop (“PSS”) is an online “flash” sales retailer, partnering with leading brands to sell excess stock at significantly discounted prices. It was established in 2011 and operates in France, Spain and Italy with an online community of 9 million members.

Flash sales retailers are an important part of the retail ecosystem, providing brands with a new channel to sell excess stock as well as access to a substantial pool of customers. For the consumer, they provide value for money alongside an attractive customer experience driven by access to exclusive offers and convenience. PSS has grown rapidly to become the European market leader in its segment by developing a portfolio of over 2,700 brands encompassing more than 100 sports, ranging from skiing to cycling, alongside a number of generalist, multi-sport brands.

The business operates two flash sales formats: Consignment Sales, where the inventory is held by the third party brand during the flash sale and is delivered directly from its premises to the end customer; and Outright Sales, where PSS acquires the inventory and distributes it to customers directly from its in-house storage facility.

Flash sales operators offer brands a compelling way to manage inventory through specialised channels which are distinct from brands’ core operations, whilst also being able to compile data on consumer behaviour. The French online flash sales market for sports goods, currently valued at c.€200m, is expected to grow by 15% p.a., with PSS well placed to benefit from similar growth in the growing Spanish “adding new partners, enhancing and Italian markets. relationships with existing ones, investing This investment was made by Bridgepoint Development Capital. in CRM systems and the development of mobile sales to enhance the speed and convenience of the user experience”

Olivier Nemsguern, Partner, Bridgepoint Development Capital, Paris

28 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 29 Transaction size Location Not disclosed Global Revenue Director Safety Technology $198m Chris O’Connor Employees Bridgepoint 761 representatives Sector Andrew Sweet Holdings Manufacturing & Raoul Hughes Industrials Website http://www.humaneticsatd.com/

Crash test dummies, safety testing, and related sensors Safety Technology Holdings (“STH”) is a global crash test safety business, designing, manufacturing and servicing anthropomorphic test devices (“ATDs”), also known as crash test dummies. Headquartered in Michigan with facilities in the UK, Austria, Germany, China, India, and Japan, as well as the US, the Company’s products are recognised as the global standard in its field.

It is the world’s leading supplier in the design and manufacture of safety test equipment, specialty fibre, custom engineered stress & strain solutions and software modelling. Its advanced products and sensors are critical in allowing the global automotive industry to meet increasingly stringent safety benchmarks. STH also supplies a wide range of related products and services, including ‘virtual’ simulation software used during the vehicle design process, spare parts, hardware and software used to gather and analyse data, testing equipment and calibration tools.

Already a global business, STH is targeting further growth in Europe and Asia and in 2018 completed two add-on acquisitions: DSD, an Austrian developer of safety test equipment and software, and Aero Sense, a UK-based sensor manufacturer. Further add-on acquisitions have been identified to drive market penetration.

“a pioneer in saving lives. Its technology is uniquely positioned to address the opportunities presented by disruptive developments such as driverless and electric cars and increased safety regulatory requirements”

Andrew Sweet, Partner, Bridgepoint, New York

30 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 31 Our investment & sector expertise

Our aim is to invest in high-performing, market-leading, well-managed businesses that have the potential to grow through expansion, operational transformation or via acquisition

We focus on six core sectors: Business Services, Consumer, Financial Services, Healthcare, Manufacturing “In 2018, Bridgepoint & Industrials and Technology & Media. Each sector team is organised on a global basis, with teams working across portfolio businesses offices and continents to build knowledge and ensure proper understanding of the dynamics of the space as made 20 add-on Chris Busby, Partner well as to identify new and add-on investments. This & Martin Dunn, Partner, Head of Investor Services, London in-depth industry knowledge drives the Firm’s origination acquisitions” and provides the framework for our investment strategy and the approach we bring to businesses we are interested in acquiring. Funding and resources Bridgepoint is currently investing in three private equity As a result, we are able to identify and acquire businesses funds with distinct but complementary strategies: where significant value can be created under our Bridgepoint Europe VI, a €5.7 billion fund which is Our private equity investment teams are also able to call Reflecting the increasingly global footprint of ownership and where in turn businesses are able to focused on investing in market-leading businesses that upon expertise from a range of specialists whose skills Bridgepoint’s middle-market companies, our operations exploit our reach and know-how to enhance their are typically valued between €200 million and €1 billion; include operational expertise to improve business in New York, San Francisco and Shanghai ensure that we operational performance, growth prospects and BDC III, a £600 million fund managed by our lower performance, growth prospects and market position, and are able to accelerate the development of portfolio market position. middle‑market and growth capital fund (Bridgepoint an in-house Capital Markets team, based in London and companies in these markets, leading due diligence on Development Capital), focused on high-growth Paris, specialising in debt finance and optimising capital the operations of proposed new European platform What we like to invest in companies valued up to €150m; and Bridgepoint Growth structures and terms. Bridgepoint also pioneered the assets and identifying, reviewing and executing add-on We are attracted by market-leading growth companies I, a £100 million fund making growth capital investments development of in-house procurement expertise using acquisitions, accelerating value creation via revenue with ‘buy and build’ and operational improvement seeking equity investment between £5 million and the latest technology to drive best procurement practice development initiatives and operational improvement potential and in businesses that focus on sectors where £15 million, with a focus on companies utilising digital and achieve significant cost reductions for the in their respective markets and supporting exit processes Europe has global competitive advantages or where we technologies to achieve transformational growth in their companies we invest in. with potential Chinese or US acquirers. Our New York can exploit expansion potential as much outside as in end-markets. and San Francisco office also selectively originate Europe. This is typically reflected in companies trading transactions in US-based businesses which have ahead of the broader economy or in businesses with substantial international activities, particularly in Europe. high visibility of earnings and contracted income. Bridgepoint is especially known for helping to create value through market consolidation by identifying and arranging funding for add-on acquisitions for platform investments operating in fragmented sectors or securing operational improvement to drive earnings growth. In 2018, Bridgepoint portfolio businesses made 20 add-on acquisitions.

32 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 33 Emma Watford Head of Business Services sector Business Services

Bridgepoint has completed 28 investments since 2000 totalling €2.5 billion across six countries in the business services sector. In 2018 we invested €30 million in one new investment in this sector.

Business Services is a long-standing area of strength for We work closely with Bridgepoint’s other sector teams us. Our investment strategy leans heavily on the depth to identify business services models that capitalise on of experience gained from successfully investing in the growth themes in specific end‑markets. sector for over 20 years. The Business Services market encompasses a wide range of models across a range Examples of areas in which we have a particular of sub-sectors from professional services to TIC (testing experience are Testing & Inspection, Specialist inspection certification) to property services. Consultancy, White Collar Outsourcing, Education & Training and Property Services. Within this, we focus on companies with value-added or differentiated service provision operating in end‑markets experiencing favourable structural growth. Many of our investments are in businesses where technology enablement drives an ability to provide superior customer service or superior efficiency and outpace market growth. And we are especially interested in innovative business models and sustainable sources of competitive differentiation, besides of course traditional considerations around underlying market drivers and a company’s own market positioning. We also often invest in fragmented markets with consolidation opportunities, especially internationally.

Current investments in this sector include:

Portfolio company Date acquired Transaction size Revenue Fund A-Katsastus Group 2006 Not disclosed €121m BE II Anaveo*1 2015 Not disclosed €60m BDC II €1.6bn Cambridge Education Group 2013 £185m £137m BE IV Invested in 16 deals in the Business Element Materials Technology 2016 Not disclosed $870m BE V Services sector in the last 10 years FCG*1 2018 Not disclosed SEK 226m BDC III Groupe CIR*1 2017 Not disclosed €183m BDC III HKA*1 2017 $140m $175m BDC III

1 Inspiring Learning* 2016 Not disclosed £36m BDC II of our portfolio KGH Customs Services*1 2013 Not disclosed SEK 772m BDC I/II is currently LOC Group*1 2013 Not disclosed £51m BDC II 21% invested in the TüvTurk 2009 Not disclosed TRY173m BE IV Business Zenith 2017 £750m £439m BE V Services sector

*1 Denotes a Bridgepoint Development Capital investment

34 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 35 Jason McGibbon Head of Consumer Services sector Consumer Services

Bridgepoint has completed 40 investments since 2000 totalling €3.9 billion across six countries in the consumer services sector. In 2018 we invested €319 million in two new investments in this sector.

We look to acquire growth-oriented companies with In the consumer sector, we’re particularly interested in strong market positions and earnings potential where we businesses harnessing and benefiting from changes in can create significant additional value through expansion habits, preferences and technology shifts affecting and operational improvement. Our ability lies in matching consumer behaviour patterns. Currently these include the best Bridgepoint team with the relevant sector and the trend towards health and wellness, the application transaction experience with professional management of technology to improve the efficiency of consumer teams keen to identify opportunities to build businesses services and the structural increase in experiential and for long-term growth. We have an experienced team leisure spend. We also remain interested in brands with operating on the ground in Europe, China and the US. the capacity to broaden their appeal internationally. We This long-established network of people and offices, regularly find opportunities to gain exposure to these along with a substantial industrial presence arising core consumer megatrends in segments such as travel, from our portfolio of companies, generates the depth gaming, out‑of‑home dining, e-commerce, F&B and and breadth of insight and intelligence to allow us to consumer services. pursue the best opportunities and support the companies we back.

Current investments in this sector include: Portfolio company Date acquired Transaction size Revenue Fund 5àsec*1 2017 Not disclosed €90m BDC III Azzurri 2015 £250m £293m BE V BURGER KING® 2017 Not disclosed £74m BE V BURGER KING® France 2018 Not disclosed €629m BE V cruise.co*1 2016 £52m £210m BDC II Dr Gerard 2013 Not disclosed PLN 368m BE IV Fat Face 2007 £360m £240m BE III €2 •1bn Groupe Thom 2010 €599m €673m BE IV Invested in 20 deals in the Consumer Hobbycraft 2010 Not disclosed £176m BE IV Services sector in the last 10 years Peyman 2016 Not disclosed TRY427m BE V Private Sport Shop*1 2018 Not disclosed €90m BDC III Séraphine*2 2017 Not disclosed £20m BG I Smyk 2016 €247m PLN 1,324m BE V of the Bridgepoint The Dining Club Group*1 2015 Not disclosed £20m BDC II portfolio is Vitamin Well*1 2016 Not disclosed SEK 1,703m BDC III currently invested 31% in the Consumer WiggleCRC 2011 £180m £453m BE IV Services sector

*1 Denotes a Bridgepoint Development Capital investment *2 Denotes a Bridgepoint Growth investment

36 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 37 William Paul Head of Financial Services sector Financial Services

Bridgepoint has completed seven investments since 2000 totalling €900 million across three countries in the financial services sector.

We look to acquire growth-oriented companies with In the financial services sector, we divide our coverage strong market positions and earnings potential where we into ‘technology’ and ‘services’. Technology influences can create significant additional value through expansion everything: from distribution and how a product is and operational improvement. We have an experienced brought to market, to improving internal efficiency for team operating across Europe, the US and in China. financial institutions as well as improving choice and This platform, along with a substantial industrial presence service levels for customers. Our focus here is primarily arising from our portfolio of companies, generates the two-fold: payments providers (merchant acquirers, ISOs, depth and breadth of insight and intelligence to allow us processors etc), and providers of software for the to pursue the best opportunities and support the financial services sector, across all sub-verticals. companies we back. In the services segment, we are interested in verticals Our focus lies in our ability to match the best teams with within insurance (including underwriting, broking, the right sector and transaction experience with eager services into the insurance industry, and software), managers keen to identify opportunities to build asset and wealth management, and specialty lending, businesses for long-term growth. We look to back especially where smart financing works hand in hand businesses with models that are highly scalable and with outstanding levels of service. operate in fragmented markets open to consolidation, especially quality providers with specialist products capable of international expansion. €700m Invested in 5 deals in the Financial Services sector in the last 10 years Current investments in this sector include: Portfolio company Date acquired Transaction size Revenue Fund Estera 2015 Not disclosed $120m BE V Moneycorp 2014 £212m £160m BE IV of our portfolio Primonial 2017 Not disclosed €417m BE V is currently invested in the 8% Financial Services sector

38 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 39 Jamie Wyatt Head of Healthcare sector Healthcare

Bridgepoint has completed 20 investments since 2000 totalling €2 billion across five countries in the healthcare sector.

We look to acquire growth-oriented companies with ability to respond to consumer-led demand. strong market positions and earnings potential where we We therefore focus on opportunities for differentiated can create significant additional value through expansion healthcare businesses either operating globally or and operational improvement. Our focus therefore lies in whose end‑markets are international. In highly‑regulated our ability to match the most relevant Bridgepoint teams markets, this means businesses that operate to the with the right sector and transaction experience with highest clinical and business standards and offer professional management teams keen to identify customers quality service. opportunities to build businesses for long-term growth. In practice, this means we’re particularly interested in In the healthcare sector, our pace of investment is three distinct areas: services, medtech (with high IP) and influenced by the macro growth drivers in the sector pharmaceutical outsourcing and specialist products. such as ageing populations, funding priorities in publicly funded healthcare provision, medical innovation and

Current investments in this sector include:

Portfolio company Date acquired Transaction size Revenue Fund Balt 2015 Not disclosed €98m BE V Care UK 2010 £414m £694m BE IV Diaverum 2007 Not disclosed €667m BE III HTL Biotechnology 2018 Not disclosed Not disclosed BE V

€1 •1bn Invested in 10 deals in the Healthcare sector in the last 10 years

of the Bridgepoint portfolio is currently invested 11% in the Healthcare sector

40 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 41 Chris Bell Head of Manufacturing & Industrials sector Manufacturing & Industrials Bridgepoint has completed 22 investments since 2000 totalling €2.6 billion across nine countries in the manufacturing & industrials sector. In 2018 we invested €608 million in two new investments in this sector.

We look to acquire growth-oriented Manufacturing & 1. Automation in all its forms – digitisation of industrial Industrials companies with strong market positions and processes or Industry 4.0, robotics and industrial earnings potential, where we can create significant software additional value through both organic and inorganic 2. Sustainability expansion and operational improvement. Our focus lies 3. Mobility in our ability to identify the right opportunities and match 4. Electrification and Electronics the most relevant Bridgepoint teams holding the right sub-sector and transaction experience with professional We are particularly interested in companies with management teams who are keen to position and build substantial aftermarket revenues, exposure to emerging businesses for long-term growth. We have an markets growth and which hold strategic value for experienced team operating on the ground across sector consolidators. Europe, China and the US. This long-established network of people and offices, along with a substantial industrial We seek companies with these characteristics, presence arising from our portfolio of companies, particularly within the industrial products, chemicals, generates the depth and breadth of insight and aerospace and energy & power sub-sectors. intelligence to allow us to pursue the best opportunities and effectively support the companies we back.

In the Manufacturing & Industrials sector, we are particularly interested in differentiated businesses with robust USPs particularly around technology, strong pricing power and attractive growth prospects that will benefit from our experience and international network. Currently, these are typically characterised by four key drivers of long-term growth:

€2•1bn Invested in 11 deals in the Manufacturing & Industrials sector in the last 10 years

Current investments in this sector include: Portfolio company Date acquired Transaction size Revenue Fund of our portfolio DMC Power 2007 Not disclosed $37m BE III is currently Evac 2017 Not disclosed €165m BE V 23% invested in the Flexitallic 2013 €450m €181m BE IV Manufacturing & Industrials Miller Homes 2017 £655m £747m BE V sector Safety Technology Holdings 2018 Not disclosed $198m BE V Sapec Agro 2016 €456m €311m BE V

42 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 43 Alexander Fraser David Nicault Joint-Head of the Technology & Media sector Joint-Head of the Technology & Media sector Technology & Media Bridgepoint has completed 27 investments since 2000 totalling €2.1 billion across six countries in the technology & media sector. In 2018 we invested €91 million into three new investments in this sector.

We look to acquire growth-oriented companies with We’re particularly interested in the following sub-sectors strong market positions and earnings potential where within the Technology & Media sector: we can create significant additional value through geographical and product expansion and operational ——Application software improvement. Our ability lies in matching the relevant ——Infrastructure software Bridgepoint teams with the right sector and transaction ——IT services & infrastructure experience with professional management teams keen ——B2B online platforms to identify opportunities to build businesses for long- ——B2B data & information service providers term growth. ——B2C content services & technology In the Technology & Media sector, we’re particularly interested in companies with common characteristics: they have an identifiable growing market for their products and services, the right team and resources in place to implement and deliver on their strategy, as well as products and services with wide, global markets. In technology, we are interested in Enterprise application and infrastructure software companies with a preference for subscription-based models, IT services providers and B2B online platforms. In the media sector our focus is primarily on B2B media (e.g. tech-enabled data & information service providers) and, on the B2C media side, we are interested in services & technology that both enables and benefits from the rapid changes in the way in which media is consumed.

€1 •4bn Invested in 13 deals in the Technology Current investments in this sector include: & Media sector in the last 10 years Portfolio company Date acquired Transaction size Revenue Fund BigHand*1 2012 £48m £33m BDC I/II Calypso 2016 Not disclosed $214m BE V Dorna SBK 2013 Not disclosed €355m BE VI of our portfolio Elgin*2 2018 Not disclosed £3m BG I is currently 1 MVF* 2015 Not disclosed £87m BDC II invested in the Network Digital Marketing*2 2018 Not disclosed £6m BG I 6% Technology & PEI Media*1 2018 Not disclosed £33m BDC III Media sector Web Financial*2 2017 Not disclosed €28m BG I

*1 Denotes a Bridgepoint Development Capital investment *2 Denotes a Bridgepoint Growth investment

44 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 45 Current investments

Portfolio company Date acquired Transaction size Revenue Fund Portfolio company Date acquired Transaction size Revenue Fund Business A-Katsastus Group 2006 Not disclosed €121m BE II Financial Estera 2015 Not disclosed $120m BE V Services Services Anaveo*1 2015 Not disclosed €60m BDC II Moneycorp 2014 £212m £160m BE IV Cambridge Education Group 2013 £185m £137m BE IV Primonial 2017 Not disclosed €417m BE V Element Materials Technology 2016 Not disclosed $870m BE V FCG*1 2018 Not disclosed SEK 226m BDC III Healthcare Balt 2015 Not disclosed €98m BE V Groupe CIR*1 2017 Not disclosed €183m BDC III Care UK 2010 £414m £694m BE IV HKA*1 2017 $140m $175m BDC III Diaverum 2007 Not disclosed €667m BE III Inspiring Learning*1 2016 Not disclosed £36m BDC II HTL Biotechnology 2018 Not disclosed Not disclosed BE V KGH Customs Services*1 2013 Not disclosed SEK 772m BDC I/II LOC Group*1 2013 Not disclosed £51m BDC II Manufacturing DMC Power 2007 Not disclosed $37m BE III & Industrials TüvTurk 2009 Not disclosed TRY173m BE IV Evac 2017 Not disclosed €165m BE V Zenith 2017 £750m £439m BE V Flexitallic 2013 €450m €181m BE IV Miller Homes 2017 £655m £747m BE V Consumer 5àsec*1 2017 Not disclosed €90m BDC III Safety Technology Holdings 2018 Not disclosed $198m BE V Azzurri 2015 £250m £293m BE V Sapec Agro 2016 €456m €311m BE V BURGER KING® 2017 Not disclosed £74m BE V BURGER KING® France 2018 Not disclosed €629m BE V Technology BigHand*1 2012 £48m £33m BDC I/II & Media cruise.co*1 2016 £52m £210m BDC II Calypso 2016 Not disclosed $214m BE V Dr Gerard 2013 Not disclosed PLN 368m BE IV Dorna SBK 2013 Not disclosed €355m BE VI Fat Face 2007 £360m £240m BE III Elgin*2 2018 Not disclosed £3m BG I Groupe Thom 2010 €599m €673m BE IV MVF*1 2015 Not disclosed £87m BDC II Hobbycraft 2010 Not disclosed £176m BE IV Network Digital Marketing*2 2018 Not disclosed £6m BG I Peyman 2016 Not disclosed TRY427m BE V PEI Media*1 2018 Not disclosed £33m BDC III Private Sport Shop*1 2018 Not disclosed €90m BDC III Web Financial*2 2017 Not disclosed €28m BG I Séraphine*2 2017 Not disclosed £20m BG I Smyk 2016 €247m PLN 1,324m BE V The Dining Club Group*1 2015 Not disclosed £20m BDC II Vitamin Well*1 2016 Not disclosed SEK 1,703m BDC III WiggleCRC 2011 £180m £453m BE IV

*1 Bridgepoint Development Capital investment *2 Bridgepoint Growth investment

46 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 47 Alan Payne, Partner, Bridgepoint Development Capital, London

PROFESSIONAL STRAIGHTFORWARD

Understanding our responsibilities We have built responsible investing principles into our work and business practices and recognise that being a responsible investor is good for business. That is why we have adopted a rigorous framework to ESG by adopting strong environmental, social and governance principles that we believe are in the long-term interest of our investors, employees and portfolio companies.

The Bridgepoint ESG Framework enables us to systematically integrate ESG into investment decision-making, from pre-acquisition due diligence through to ownership monitoring. It is built on industry-specific best practice guidance and standards developed by the internationally recognised Principles for Responsible Investment (‘PRI’). We also endorse the recommendations of the Walker Guidelines on greater disclosure and transparency in private equity.

48 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 49 Our ESG 2 4 Ensure strong ESG Encourage principles are incorporated diversity and equality principles into the Firm’s investment throughout the Bridgepoint disciplines for acquiring new workforce and those of businesses and during the portfolio companies, and fund’s ownership respect international standards on human rights

1 3 5 Build long-term sustainable Apply rigorous Provide adequate resources to businesses, delivering governance standards to support the implementation attractive returns the operation of the Firm of Bridgepoint’s Responsible to investors in a and portfolio, ensuring Investment Policy responsible manner management structures facilitate transparency and accountability

50 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 51 Investing responsibly

Our approach is governed by international best practice and standards developed by the internationally recognised Principles for Responsible Investment (‘PRI’). We also endorse the recommendations of the Walker Guidelines on greater disclosure and transparency in private equity. This framework is overseen by our ESG & Risk Committee which comprises senior members of the team and is led by the chairman of our Advisory Board.

Integrating ESG into our work After we have made an investment ESG is used as a practical tool to support our Investment We are committed to being active owners, Teams to identify material risks to the business as well supporting and collaborating with our portfolio as opportunities for value creation. This enables the company management teams as necessary to systematic integration of ESG matters into the entire ensure ESG is integrated into the day-to-day investment life cycle, from pre-acquisition through to operations of the company. ownership monitoring and ultimate exit of an investment. It also provides the structure to implement high All Bridgepoint portfolio companies are expected to Héctor Pérez, Partner & José María Maldonado, Senior Partner, Madrid standards of corporate governance at the funds’ have an ESG policy (or equivalent policies) in place. portfolio companies. A Bridgepoint representative will be assigned to the Board and is responsible amongst other things for ensuring that Before we make a new investment the portfolio company Board is responsible for ESG and provides appropriate resources to support Investment teams are responsible for appraising material implementation of its policy. The Board is expected In every case, we strive to instil the highest corporate governance standards Typical ESG topics / KPIs ESG risks and opportunities as part of the due diligence to regularly review ESG processes and monitor in our portfolio companies and make the necessary changes required to process. All pre-investment proposals submitted to our we monitor: performance at Board meetings. ensure appropriate structures are in place that align with our requirements ——Number of companies with Investment Advisory Committee for consideration and those or our investors. ESG-related policies in place include an assessment of ESG‑related factors. A senior Once a company has come into the Bridgepoint partner on the Investment Advisory Committee is portfolio, our Investment Teams, with support from We regularly refine our ESG monitoring processes, broadening the scope ——Number of companies that have responsible for signing off each ESG submission. our ESG team or external advisers, will support of topics and KPIs, as well as increasing the coverage of companies included implemented an ESG-related investment opportunity from a risk perspective and management to ensure the portfolio company has within our annual monitoring programme. Fifty companies were included management system(s) which provides input where relevant. External ESG advisers and the appropriate policies, risk management and reporting in our 2018 annual portfolio-wide ESG review. We also implemented online align to or have been certified to our ESG team also support the investment teams in procedures in place to address material ESG matters. ESG reporting tools to enhance the way we monitor and report ESG an international standard completing their analysis, as necessary. Typically, ESG considerations will be factored into performance across the portfolio and to our investors. 100-day plans, or as necessary, and company-specific ——Number of companies that have Key areas of focus include anti-corruption (‘ABC’) ESG roadmaps (action plans) will be developed, Any material incidents are reported to the portfolio company Board and implemented a diversity-related measures (a standalone ABC review is conducted on all comprising sector-relevant initiatives to help the Bridgepoint. Investors will be informed if deemed appropriate by Bridgepoint’s policy and / or strategy transactions by external legal advisers), climate change, company address any gaps and enhance existing senior management. Additionally, ESG matters are reported to our Portfolio health, safety & employment practices, supply chain processes in line with best practice standards. Management Committee as part of the Firm’s regular monitoring of ——Number of companies with an management, resource efficiency (e.g. energy, water, portfolio investments. anti-bribery and corruption policy waste), data protection, cyber-security and We engage and collaborate with management teams environmental compliance. in several ways from providing guidance on ESG policy We are committed to continuously improving our ESG practices to development, and setting of KPIs, through to sharing best ensure they are practical, drive value and are aligned to our business practice and facilitating introductions between strategy, stakeholder requirements and changes in relevant legislation portfolio companies. and international good practice standards. This is primarily achieved through the focused agenda of the ESG & Risk Committee.

52 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 53 Integrating responsible and Fat Face sustainable investing Recycling unwanted clothes to generate benefit to the local community In September 2018, Fat Face opened its first ever charity shop in Havant, UK, close to its Head Office. Using proceeds generated by its ‘Thanks For Giving’ campaign, into our portfolio the shop was stocked with Fat Face outlet styles, with 100% of all profits going to the Fat Face charity and local community projects. By the end of the year more than £100k had been donated to local food and homeless charities.

Burger King UK Sapec Agro Creating value through resource efficiency Supporting global sustainable initiatives agriculture practices and access to a Burger King UK has invested in an LED lighting retrofit healthy food supply programme across its estate which will save energy and Sapec Agro has significantly reduced the consumption improve the environmental performance of the of cardboard boxes and associated waste at one of its company’s restaurants. The company estimates that main production facilities in Europe. A new packaging 1.2 million kilowatt hours in energy will be saved during line was installed in 2016 which has enabled the facility 2019 as part of the initial rollout, resulting in the reduction to phase out use of cardboard boxes in 2018. Prior to this, of 342 tonnes of carbon and an annual cost saving of approximately 162,000 units were consumed per year. approximately £165,000. This initiative has also resulted in an annual cost saving c€42,000 per annum.

eFront Primonial Using the cloud to tackle climate change Embracing employee diversity to create a Recognising the environmental impact (inefficient positive workplace culture energy usage and carbon emissions) associated with In 2018 French wealth and asset manager Primonial the use of its own physical data centres, over the last signed the ‘Charte de la diversité en Entreprise’ couple of year’s management has decided to switch to (Corporate Diversity Charter) committing the company a cloud-based service provider. Approximately 75% fewer to promote cultural, ethical and social diversity across the servers are needed to meet eFront’s demand in the workforce. To support these commitments a Wellbeing cloud, which has reduced energy consumption and at Work agreement has been signed with Unions. In 2018 wastage resulting in an estimated reduction in carbon the company was ranked No 2 in France (in the 500-999 emissions of around 88%. employees range) in the ‘Happy at Work’ category.

54 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 55 Bridgepoint giving

Bridgepoint Charitable Trust (‘BCT’) Dandelion Time Our charitable foundation – Bridgepoint Charitable Trust (‘BCT’) – Set on a 40 acre farm near Maidstone in Kent, in the was formed and funded by the Firm and its employees. Its aim is simple: UK, Dandelion Time helps and educates children with various behavioural, educational and emotional to provide support to charities nominated by our teams across the needs, by providing therapeutic and developmental Bridgepoint network and considered by trustees who are drawn from activities for children and their families within a across the Firm. Our preference is to provide restricted funding so that sustainable farm environment. The aim is to help our donations to charities are used for specific purposes or projects. them overcome their difficulties and to give them the greatest chance for a more positive future. The BCT also matches the fundraising efforts of individual team members children Dandelion Time typically helps are under 15 years of age and come from disadvantaged families and can support the charities sponsored by colleagues or companies where the child is experiencing serious emotional or having a close relationship with the firm. behavioural difficulties, often arising from traumatic events such as physical, emotional or sexual abuse, Since it has been established, BCT has committed £2.3 million to neglect or domestic violence. charities including in 2018 Contact the Elderly and Dandelion Time in the UK, and Coup de Pouce Clé in France. The Trust has given over Bridgepoint team members help out at Dandelion Time. BCT agreed to fund the charity to support the ongoing treatment of children at the Kent site. This is £2 million to charities across Europe – in France, Germany, Poland, funding its Transition Programme which is designed Spain, Sweden, Turkey and the UK. to prepare children who are at risk from school exclusion for the transition to secondary education.

www.dandeliontime.org.uk.

Coup de Pouce Clé In France, Coup de Pouce Clé works to fight against early failure at school. The charity aims to improve the literacy and numeracy of children by running after-school clubs for small groups of children, predominantly in deprived areas. Based on scientific Contact the Elderly research, programmes of the charity are both children- and With our donation BCT is supporting the Invisible Face parent-focused in order to develop an ecosystem encouraging of Loneliness, a national campaign tackling loneliness children to read and write. Coup de Pouce Clé therefore across the UK. This sets out to continue the work of the stimulates the development of children’s cognitive and soft skills charity by allowing it to employ dedicated specialist (motivation, self-confidence, and pleasure in reading) as well as personnel as well as create 25 new groups nationwide giving parents the keys to support their children. that will save 200 older people from chronic loneliness and give 300 volunteers the opportunity to support those Our donation is funding new clubs in towns throughout France. most in need.

www.coupdepouceassociation.fr/general/about-us/ www.contact-the-elderly.org.uk

56 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 57 How we manage our business

How Bridgepoint is managed An experienced leadership team How we make investment decisions How we manage risk Bridgepoint has a number of governance structures to Current members of the Group Board, who are drawn Investment decisions are reached through an Investment A partner-level General Counsel is responsible for ensure that it remains accountable and transparent and from the Partnership, are: Advisory Committee (for each of Bridgepoint Europe, ensuring that the Firm respects and adheres to internal that there is complete alignment of interest between the BDC, Bridgepoint Growth and Bridgepoint Credit) policies and operating procedures. Internal guidelines are Firm and its investors. Benoît Bassi, Michael Black, Chris Busby, Martin Dunn, comprising members of the Group Board as well as also in place to eliminate conflicts of interest, taking into Raoul Hughes, William Jackson, Adam Jones, José María other partners with specific sector or operating account the Firm’s obligations under its fund A Group Board takes executive responsibility for the Maldonado, Frédéric Pescatori and Guy Weldon. experience. The role of the Committee is to consider management agreements and fiduciary duties. In strategic direction of Bridgepoint. It has executive advice from the various advisory companies within the addressing conflicts, it seeks to do so with integrity, responsibility for setting the Firm’s strategy and ensuring Additionally, a list of partners and other colleagues Bridgepoint Group and to assess and recommend, professionalism and in the best interests of its investors. that the shared values and business objectives we have is profiled in full on the Bridgepoint website where relevant, potential acquisitions, divestments, Each Bridgepoint fund also has an Investors’ Committee set ourselves are upheld and met. It has a particular (www.bridgepoint.eu). refinancings, restructurings, developments and drawn from representatives of investors in that fund to focus on: financings of investments and investee companies in provide a forum for discussion of the fund’s investment A number of committees have responsibility for the relation to the funds managed by the Firm and to strategy or performance and any potential or actual ——policies, standards and procedures required to give day-to-day operations within the Firm: the Bridgepoint recommend the expenditure of due diligence costs. conflicts of interest. effect to the Group’s strategies and goals Europe and BDC Operating Committees, Portfolio ——control of Bridgepoint’s finances Management Committee, Bridgepoint Europe, ——regulatory and risk management Bridgepoint Development Capital and Bridgepoint Credit Investment Advisory Committees and Bridgepoint ——ESG matters and the setting of ESG policy and targets Development Capital Board. These report to the Group ——output of the Group’s key committees, including the Board and Partners’ Group on a regular basis. Conflicts Committee, the Allocations Committee, the Audit and Risk Committee and the Remuneration The Firm also benefits from the input of an Advisory Committee. Board which provides insight, knowledge and experience to allow Bridgepoint team members to make better informed decisions about investments and developments as a Firm.

It comprises figures from different aspects of corporate and political life who are able to provide us with external perspectives on strategic, political, social and other matters to supplement the expertise of the Bridgepoint team.

58 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 59 Offices

Amsterdam New York Honthorststraat 16 H 10 East 53rd St. 1071 DE Amsterdam 28th Floor The Netherlands New York, NY 10022 Tel: +31 (0) 20 280 3100 USA Tel: +1 212 324 5200 Frankfurt Neue Mainzer Straße 28 Paris 60311 Frankfurt am Main 21 Avenue Kléber Germany 75116 Paris Tel: +49 (0) 69 210 877 0 France Tel: +33 (0) 1 70 22 53 00 Istanbul Vişnezade Mahallesi San Francisco Suleyman Seba Caddesi One Embarcadero Center BJK Plaza no:48 Suite 3810 A blok 9.kat D:93-94 San Francisco, CA 94111 Akaretler/Istanbul USA Turkey Tel: +1 415 900 1000 Tel: +90 212 310 8252 Shanghai London Shanghai One ICC 95 Wigmore Street 999 Huaihai Road (Middle) London W1U 1FB 200031 Shanghai United Kingdom China Tel: +44 (0) 20 7034 3500 Tel: +86 21 6193 7688

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Bridgepoint Advisers Limited, a subsidiary of Bridgepoint Advisers Group Limited, is authorised and regulated by the Financial Conduct Authority

60 Bridgepoint 2018 Annual Review Bridgepoint 2018 Annual Review 2018 Annual

www.bridgepoint.eu