Contact details

Rubicon Partners Corporate Finance S.A. Corporate Centre Corporate Presentation Emilii Plater 28 Street, 00-688 Warszawa

m. +48 22 209 98 00, f. +48 22 209 98 01 [email protected]

2017 www.rubiconpartners.pl . Rubicon Partners is an independent investment banking About us boutique, dedicated for both Polish and international Experience Clients. Our offer covers comprehensive advisory services in the fields of investment banking and capital Team markets

Why Rubicon Partners . The most important aspects in delivering our diversified services remain identyfing and responding to specific needs of our Clients

. Organization chart:

Rubicon Partners S.A.

(listed on GPW – ticker RBC) 100% Rubicon Partners Corporate Finance S.A.

100% Rubicon Partners Ventures Sp. z o.o.

1 Reliable partner in strategic initiatives

Business model based on two complementary elements:

I. ADVISORY

1. Investment Banking services (IB):

A. Arrangement of financing (AF)

B. Mergers and Acquisitions (M&A) 2. Corporate Finance (CF) – financial advisory services for corporate clients Comprehensive services: 3. Authorised Adviser on NewConnect . Rubicon Partners cooperates with: and Catalyst markets (AA) – Leading brokerage houses – Institutional investors – Mutual Funds, Pension Funds, Asset Management companies – PE and VC funds II. STARTUP INVESTMENTS – Business angels networks – Private investors – Prestigious law firms and certified auditors

2 Advisory IB AF CF M&A Arrangement of financing (I/II) Startup AA

 Combining market insight with deep corporate finance knowledge, we develop and manage tailored capital raising solutions to suit our Clients needs; Our expertise ranges from equity and debt capital markets to specialised structured financing solutions, as well as to relationship-based credit and lending

1 . We provide advisory services in capital raising on the stock exchange, including both Initial Public Offering (IPO) Capital raising (IPO, SPO) in the public market and Secondary Public Offering (SPO) (GPW and NewConnect)

2 . We provide advisory services in capital raising through private placement, dedicated to institutional investors active on the Private placement to institutional investors public market (WSE and NewConnect); We cooperate with Open- (Open-end Funds, Pension Funds, AM) End Investment Funds, Open Pension Funds and Asset Management Companies

3 . Our well-established contacts and unique competences enable us to support Clients in raising equity capital from both strategic Private placement to private investors and financial investors; We cooperate with Private Equity (PE) and Venture Capital (VC) funds, as well as with closed-end funds (Close-End Investment Funds, VC, PE)

3 Advisory IB AF CF M&A Arrangement of financing (II/II) Startup AA

4 . We assist our Clients in arrangement of debt financing (provided by banks); We have in-depth experience in financing of investment projects, working capital and bridge loans Debt financing

5 . Rubicon Partners offers bond issuance advisory for companies to access public (Catalyst) or private market; Our services Financing through bond issues are dedicated for both individual and institutional investors on the public (Catalyst) and private market including funds which invest in corporate bonds

6 . Mezzanine financing is a hybrid of debt and equity financing which secures flexibility of the transaction structure and responds to specific needs of both Client and capital provider Mezzanine

 Our unique expertise, combined with experience in capital markets and close access to broad investor base, significantly increases the chances of securing necessary financing

4 Advisory IB AF CF M&A Mergers and Acquisitions (M&A) Startup AA

 We provide highly tailored services on all phases of M&A Transactions, from the initial planning stage until the finalisation of the deal, as well as the successful structuring of the new business and post-transaction integration; We focus on processes that are critical for a successful transaction, in order to deliver value and ensure success  We have in-depth experience in the following fields: 1 . We have vast experience in conducting a discrete and well organized sale process including both sale of an entire company Sell-side transaction (sale of an entire company (100% shares) and sale of stake in companies to a strategic or selected/strategic assets) or financial investors; Our services cover searching for potential investors (buyers), advisory in price negotiation process (valuation and/or negotiations), offers analysis and effective coordination of the due diligence

2 . Our buy-side services include target screening and approach, financial modeling and business valuation, advisory in price Buy-side transaction (acquisition of an entire negotiation process company or selected/strategic assets)

3 . Rubicon Partners assists in the arrangement of financing during the Leveraged Buy-Out process (LBO) and provides high-quality advice to managers in Management Buy-Out transactions Leveraged/Management Buyouts (acquisition of the company by its management with debt financing)

5 Advisory IB AF CF M&A Investment banking services Startup AA

 The role of Rubicon Partners in capital raising process depends on specific corporate and industry requirements

Transactions on the public market (WSE, NC, Catalyst) Private placement SELL SIDE BUY SIDE . Comprehensive analysis of the Company . In-depth analysis of the company . Market analysis and including its strategy, businessplan identification of potential . Preparation of a financial model and cooperation and financial performance acquisition targets PREPARATION in determining the value of the offered financial OF THE COMPANY instruments (valuation) . Preparation of a financial model . Verification and analysis of BEFORE and valuation materials about the target TRANSACTION . Preparation/verification of the . Consultancy in the process relevant investment materials of determining the purchase price . Identification of the potential investors

. Determining possible structures and parameters . Comprehensive organization of the process, coordinating contacts, of the transaction (including the tax optimization) and organization of information flow . Consulting in choice of the entities involved in the offer . Determining the optimal structure of the transaction (including tax (brokerage houses, law firms, auditora - if required) optimization)

PREPARATION . Cooperation in preparing analytical materials . Arranging meetings of transaction sides, negotiations of the initial OF TRANSACTION (prospectus, offering memorandum, informative transaction terms PROCESS documents, terms of issue, presentations, reports etc.) . Assistance in arrangement of financing (if necessary) . The consulting and supporting the capital market . Coordination of the comprehensive analysis of the company (due in proceedings before institutions (KNF, GPW, KDPW) diligence) - if required . Identifying potential investors and coordination of contacts and information flow

. Supervision and coordination of all of the Company’s . Negotiations of final transaction contracts and its advisors’ activities connected to the offer CLOSING OF THE . Assistance in preparation of transaction documents, including contracts TRANSACTION . Providing ongoing advisory in case of any unexpected . Supervision over the transaction closing and settlement of payments situation that may influence the course of the transaction

6 Advisory IB AF CF M&A Corporate finance services Startup AA

 We have extensive experience in advisory, especially in restructuring and development processes  We have necessary resources to provide services which supplement our core business (financial advisory for companies, business analysis and valuations)

Financial advisory for companies Business analysis and valuations

Rubicon Partners offers complex services Rubicon Partners conduct analysis including: in the following fields:  Feasibility studies  Company’s effectiveness analysis  Financial modelling  Restructuring  Risk assessment  Investment projects evaluation  Business valuations (including fairness opinion)  Strategic and operating model assessment  Recommendations of optimal financing structure and improvement

The process of restructuration requires professional experience and approach customized to specific industry and company. Rubicon Partners assists in effective restructuring processes by providing objective and competent assessment of current business and implemented strategy effectiveness

7 Advisory IB AF CF M&A Authorised adviser on NewConnect and Catalyst Startup AA

 Rubicon Partners acts as an Authorised Adviser of the NewConnect1 (stock market) and Catalyst2 (bond market) Alternative Trading Systems (ATS) organized by the (WSE)

Awards and Recognitions

. For the greatest quantitative and qualitative . Comprehensive analyses of customer needs, market contribution to development of the NewConnect market in 2012 conditions and selection of optimal financial structure and its conditions . WSE awards for the highest value of IPO on NewConnect market in 2011 and 2013 . If the most efficient way to raise capital is IPO in ATS, Rubicon Partners advises on the process . The titles of second-best Authorized Adviser in 2012 (Grant Thorton) and 2013 (Forbes) and after it is completed o Business and legal analysis of the company and preparation of required documentation (e.g. Information Document) o Representation of the company in contacts with Polish Financial Supervision Authority (KNF), National Depository of Securities (KDPW) and Warsaw Stock Exchange (GPW) o Assistance in exercising obligations to provide information and the interpretation of legal texts

1 NewConnect – alternative market operated by the WSE and dedicated for young and innovative firms from technology industries 2 Catalyst – bond market operating on transaction platforms of the WSE

8 Advisory IB AF CF M&A Startup investments Startup AA

 Investments in companies at the seed/VC stage are one of the pillars of Our Company. We provide the specific expertise needed to rapidly scale businesses, exponentially increasing a startups probability of success

. We are looking for interesting investment opportunities; We diligently analyze all of the risk factors connected with specific industries and projects . We are supporting innovative startups from ideas to market success, with focus on value adding activities. Our activities . Rubicon Partners prepared, financed in these fields covers: and developed projects in CEE, CIS o Arrangement of financing (own investments, co-investments and MEA regions with seed/VC funds or private/strategic investors) . Our investments are realized in cooperation with market and industry o Optimization of financial sources (arrangement experts, scientific organizations, global of debt/mezzanine financing) and local entrepreneurs, as well as with o Transaction structuring co-investors o Supporting organic growth (members of our team act as financial directors or members of the supervisory boards in the startup companies) o Improvement of operational effectiveness (active participation in forecasting, cost optimization, projects assessment etc.) o Preparing the business for sale (sale to financial or strategic investor, IPO on NewConnect or WSE Main Market)

9 About us

. We successfully conducted 72 transactions with market Experience value of over PLN 2.6 billion

Team . We gained trust of our Clients — our business relations

Why Rubicon Partners evolved into a long-term cooperation built on solid foundations resulting from our professionalism, high ethical standards and transparent business policies

10 Selected transactions (I/IV)

11 Selected transactions (II/IV)

12 Selected transactions (III/IV)

13 Selected transactions (IV/IV)

14 Case Study: Arrangement of financing – Avia Solutions Group and AviaAM Leasing (IPO’s)

Financial adviser in cross-border IPO for the Lithuanian holding company offering services for aviation industry . Verification of financial models and valuations of the companies, preparation of investment materials . Optimal transaction structuring . Advisory and assistance in proceedings with Polish capital market institutions (KNF, GPW, KDPW)

Transaction details

Issuer Avia Solutions Group AB AviaAM Leasing AB Core business Aviation related services Aircraft lease Date of debut 3/03/2011 The professional approach 28/06/2013 Market GPW and high quality of services GPW Type of offer Initial Public Offering (IPO) resulted in further cooperation Initial Public Offering (IPO) Offer shares 1 473 333 with Avia Solutions Group – 13 857 790 (all new shares) (25% of post - IPO share capital) Rubicon Partners served (32% of post – IPO share capital) as financial adviser in the next Opening price +2.5% IPO conducted by the company +3.6% Transaction value PLN 76 613 316 from the ASG – AviaAM Leasing PLN 112 150 032 Expansion of ground handling & Use of proceeds The acquisition of aircrafts MRO services to lease them

. First company from Lithuania . First aircraft leasing company listed listed on the Warsaw Stock on Warsaw Stock Exchange Exchange . The largest IPO of a foreign . 72,6% oversubscription in the retail company on the Warsaw Stock tranche Exchange in 2013

15 Case Study: M&A – Robinson/Madrox

 Buy-side adviser in cross-border M&A transaction conducted by international manufacturer of plastic packaging . Comprehensive market analysis and identification of potential acquisition targets . Deal structuring and negotiation support

Transaction details

Company Madrox S.A. () . Manufacturer of high-margin and high-end Core business Production of plastic packaging plastic packaging Acquisition of 100% of shares by Type of transaction . Presence on Polish and European market strategic investor . Major international customers Date June 2014 Transaction value PLN 77 822 000 . Platform for further consolidation of the CEE Robinson Plc market by strategic investor Acquiring company (Great Britain)

 Understanding customer needs, proper alignment of services and effective execution of the transaction resulted in beneficial business relationship and further cooperation with Robinson PLC

16 Case Study: Restructuring – Gino Rossi

 Gino Rossi is one of the most valuable Polish brands operating in the footwear sector, producing and selling top quality shoed and accessories. The Company was named after one of the six founders, the Italian manufacturer – signor Gino Rossi Capital increase of PLN 27.3m, partially Rubicon Partners’ own investment

New, experienced management team, H1 2009 recommended by Rubicon Significant Loss = PLN 6m Partners Debt reduced by improvement Interest bearing debt Sale of Rubicon = PLN 64.7m PLN 14m, financial of financial results: Partners’ stake Elimination of unprofitable liquidity at PLN EBITDA - PLN 20m in the company to brands, subsidiaries 12m, estimated in 2010, EBITDA a strategic investor; and outlets, clearance EBITDA margin margin 11.4%, net Initiation of stock; significant return on in 2010 at 9.4% vs. profit PLN 6m vs. of cooperation with reduction of back-office investment 180% Rubicon Partners activities; optimization -8.3% in 2009 net loss PLN 25m of sales and supply chain in 2009 management

VIII 2009 XII 2009 XII 2010 V 2011

Critical situation Distressed issue of shares Effects of financial Effects Sale to the Restructuring restructuring of operational strategic investor restructuring

17 Experience: NewConnect project’s

Authorised Adviser on NewConnect 2008-2010* market since 2008, awarded by GPW in 2011, 2012 and 2013

2011*

2012-2013*

2014-2015*

* Date of IPO 18 Experience: completed startup transactions

 With our extensive network of contacts and in-depth investment experience on CEE, CIS and MEA markets, we conduct pioneer startup projects, which are characterised by:

o Strong and experienced team Projects: o Innovative and scalable business model

o Attractive growth strategy with safe Company Country Industry Status and potentially high returns o Possibility to diversify the risk through DTP Poland Debt collection Exit cooperation with co-investors Comparison o Possibility to create added value through Rankomat.pl Poland of shopping Exit cooperation with Rubicon Partners websites (including implementation of the project Mining CTE Poland, Kazakhstan In portfolio finance and operational structures etc.) industry o Potential to create a firm which will be Commercial ADBA Poland In portfolio in the future interesting target for strategic analysis investors Poland, Netherlands, Tuatara IT Services In portfolio Oman

RETIXA Poland Big Data In portfolio

Steel JMS Industry Poland In portfolio structures Synthex Poland Chemistry In portfolio Technologies

19 Case Study: successful startup investment – DTP S.A.

 The role of Rubicon Partners: own investment, attracting financial investors, introducing to NewConnect, exit from investment, arrangement of debt financing (bond issue along with introduction to Catalyst), providing ongoing corporate finance advisory and attracting strategic investors for the Polish leading debt collection fund which manages and deals with mass debts

Introduction Introduction of of shares (C Issuance of bonds Debut on the bonds (C series) Sales of shares to PLN 20m Rubicon series) with the with the nominal NewConnect, with the nominal a strategic recapitalization, Partners exits nominal value of Moving trading value of PLN opening price value of PLN investor, deal with partly from the PLN 47m to the from the 20m. Rubicon participation of +78%. 11m to the value over PLN company – NewConnect NewConnect Partners acted Rubicon Partners. Rubicon Catalyst market. 175 m, Rubicon realization market. to WSE’s Main as Authorized Rubicon acted as Partners acted Rubicon Partners acted of 150% rate Rubicon Market Adviser financial adviser as Authorised Partners acted as financial to the Company of return Partners acted and financial Adviser as Authorized adviser as Authorized adviser Adviser Adviser

III 2011 XII 2011 II-IV 2013 IV 2013 IX 2013 III 2014 VII 2014 IV 2016

Rubicon Debut on Exit from Introduction of Introduction of Move to the Bond issuance Sale to the Partners’ NewConnect investment new series of bond to Catalyst WSE main strategic investment shares to NC market investor

 Comprehensive approach to the project planning and execution by Rubicon Partners – startup investment combined with comprehensive advisory services (investment banking services such as capital raising and M&A, corporate finance advisory, and assistance of Authorised Adviser on NewConnect and Catalyst)

20 Case Study: current startup investment – CTE S.A.

 Own investment, attracting financial investors, raising of debt capital, introducing to NewConnect, providing ongoing corporate finance advisory for Cenospheres Trade & Engineering S.A. (searching, extracting, drying and selling of microsphere – lightweight, fire-proof sphere used as filler in materials and composites production)

Initiation of cooperation Capital increase with Rubicon Partners of PLN 3m, partly own investment of Rubicon Capital increase of PLN 3m Debut on NewConnect Partners at the valuation at valuation of PLN 18m – of PLN 7.5m. Arrangement market, Rubicon Partners pre-IPO on NewConnect, of additional debt financing acted as Authorized Establishment of the with nominal value Rubicon Partners acted company Cenospheres Trade Adviser of PLN 1m. Rubicon as Authorized Adviser & Engineering S.A. Partners acted as financial in Poland and Kazsphere TOO adviser to the Company in Kazakhstan

III 2013 X 2013 II 2015 VI 2015

Preparation of the project The first round of financing The second round Debut on NewConnect with Rubicon Partners of financing

 Comprehensive approach to the project planning and execution by Rubicon Partners

21 About us

Experience

. One of the largest and most experienced corporate Team finance teams among Polish investment boutiques

Why Rubicon Partners . Market experts providing an integrated approach to help prepare companies for their next phase of growth

22 Zespół – kluczowe osoby

Grzegorz Golec Piotr Karmelita Grzegorz Kubica Partner, Member of the Management Board of Partner, Member of the Management Board of Partner, Sales Manager Rubicon Partners, CEO of RP CF and RP Ventures Rubicon Partners and Rubicon Partners CF . Graduated from Maria Curie-Skłodowska . Graduated from Poznan University of Economics . Graduated from University of Economics in University in Lublin, Master of Law, PhD in , Department of Management . Specialized in public offerings, private placement Economics and M&A transactions, evaluation of investment . Specialized in M&A, Investor Relations and . Specialized in public offerings, private placement projects and financial restructuring preparation of public offerings transactions, valuation and investment projects . In Rubicon Partners responsible for sale

Elżbieta Kujawa Michał Chabowski Krzysztof Czaplicki

Vice-president of Rubicon Partners CF Member of the Mgmt Board of RP Ventures Rubicon Partners Ventures Fund Manager . Graduated from Warsaw School of Economics . Graduated from Warsaw School of Economics . Graduated from UWM (Biotechnology) and (corporate finance and investment banking) Warsaw School of Economics . Specialized in M&A and private capital market transactions including private equity; with . Specialized in M&A, IPOs, corporate finance, VC . Specialized in technology companies evaluation, extensive experience in restructuring and (including seed and startup) and financial and VC (including seed and startup) investment management modelling

Bartosz Wasilewski Michał Smółka Rafał Kmiecik

. Graduated from Warsaw School of Economics . Graduated from Warsaw School of Economics . Graduated from Częstochowa University (Finance) and University of Warsaw (Law), (corporate finance and postgraduate degree in of Technology (management and marketing) Licensed Securities Broker and Investment business valuation), PhD student at Warsaw and Katowice University of Economy (finance Adviser School of Economics. and accounting) . Specialized in M&A, valuation of companies, . Specialized in business valuation, M&A and VC . Authorized Adviser of the New Connect Market financial modelling and analysis investments. . Specialized in New Connect projects

23 About us

Experience

Team

Why Rubicon Partners . We facilitate the implementation of strategic projects

. Customized approach to every Client and every transaction – we look for innovative, unconventional solutions and our services are always tailor-made

. We provide services using all available capital markets instruments

24 Rubicon Partners

 Rubicon Partners is an independent investment banking boutique dedicated for Polish and international Clients

. Partner for both experienced and new entrepreneurs, as well as for financial and strategic investors . Supporting innovative startups from ideas to market success, with focus on value adding activities

. Building long-term, mutually beneficial business relationships . Understanding capital markets and their participants . Ability to create and execute transactions

 Well- respected finance group, Authorised Adviser on NewConnect and Catalyst markets, frequently recognised and awarded by Warsaw Stock Exchange, as well as in independent rankings

 One of the largest and most experienced corporate finance teams among Polish investment boutiques – determined team with entrepreneurial approach, executing successful projects for nearly 20 years

 Extensive network of contacts and comprehensive experience in investing in the Central and Eastern Europe (CEE), Commonwealth of Independent States (CIS) and Middle East and African (MEA) regions

 72 transactions with a market value of over PLN 2.6bn closed since 2008

25