M&A Report HDAX 110 Activity and Focus 2016 Edition

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Objective and Key Observations 2 Overview 3 Sector analysis 6 Basic Materials 6 Consumer Goods 9 Consumer Services 12 Industrials 15 Finance, Real Estate and Insurance 18 Information Technology 21 Pharma and Healthcare 24 Telecommunications 27 Utilities 30 Other charts we like 33 Appendix 36 1 – Methodology 36 2 – HDAX Composition and Activity 37 3 – HDAX Transactions by Region and Sector 41 4 – Glossary of Terms 43 Your contacts 44

1 M&A Report – HDAX 110 Activity and Focus 2016 | Objective and key observations

Objective and key observations

Report objective •• This 2016 Edition is a sequel to our •• After a recovery in overall activity in •• The HDAX is the benchmark for the first report issued in 2014. That report 2010 and 2011, activity slowed down German equity market, representing covered the period from 2005 to again in 2012 and 2013. around 95% of its market capitalization. September 2014 in detail. For this report •• Following a short recovery in 2014, we streamlined the sector presentation •• The objective of this report is to activity began to slow down towards the and focused on recent developments in provide the reader with insights into end of 2015. This trend in M&A activity comparison to the historical 2005-2014 the transaction activity of the 110 HDAX continued in 2016, resulting in 484 average. companies, with an analysis at the level transactions in all, compared to 571 in of the nine “super-sectors” defined by Year-on-year activity 2015. Deutsche Börse AG. The analysis covers •• Overall, activity peaked in 2007, with Transaction type and regional focus activity trends and areas of focus for acquisitions significantly outnumbering •• In the period under review, acquisitions different transaction types, key deal- disposals. This development ended with clearly outnumber disposals, with 286 makers, and key regions. the onset of the financial crisis in 2008. versus 198 transactions (i.e. plus 88 on a net basis).

•• The key transactional focus of HDAX In 2016, the overall M&A activity of members of the companies has been on Europe. North America is the primary driver in the HDAX declined further compared to historical levels. rest of the world, while activity in the Germany and other European countries remained the remaining countries is comparatively low (14% of total M&A activity). On a net key regions of focus. basis, i.e. acquisitions less disposals, the activity shows a shift towards other European countries outside Germany.

775 781 673 659 626 631 644 643 569 571 519 556 481 498 484 413 390 380 346 346 351 350 313 316 317 286 187 215 153 122 108 133 118 66 62 76 56 63 88

(206) (218) (198) (260) (240) (263) (254) (294) (283) (269) (280) (285) (294) 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Ø 2016 2016 05–14

Acquisitions Disposals Ø acqusitions (05–14) Ø disposals (05–14) Net acquisitions Total transactions

2 M&A Report – HDAX 110 Activity and Focus 2016 | Overview HDAX

Overview HDAX

Composition •• Compared to 2015, the Consumer •• With 21 (19%) companies, the Industrial Goods and Finance, Insurance and Sector formed the largest sector in the Real Estate sectors and the Utilities HDAX and accounted for about 17% industries experienced net entries, of the HDAX’s market capitalization. (+1, +1 and +2 respectively) while the It was followed by the Information sectors related to Consumer Services, Technology segment (17 companies; Telecommunications and Information 9% of total market cap.) and both the Technology experienced net exits, (-1, -1 Finance, Insurance and Real Estate and and -2 respectively). Please see further the Pharma and Healthcare sectors (15 details about the composition of the companies each; 13% of total market cap sectors on the slides dedicated to each for FIRE and 14% for P&H.). one. A total of nine inflows (and outflows) were recorded in 2016.

HDAX | Composition by DAX Type and Sector HDAX | Total Regional Activity

Acuisitions

TecDAX 4 DAX 21 30 4 12 30 30 65 15 11 (198) 69 106 110 11 484 17 286 78 21 15 46 69 Disposals 50

MDAX

Sectors Acuisitions Disposals BM FIRE U Germany Germany CG IT DAX Europe Europe CS P&H MDAX North America North America I T TecDAX Rest of the World Rest of the World

3 M&A Report – HDAX 110 Activity and Focus 2016 | Overview HDAX

Most active players and top disclosed •• Bayer’s €58bn acquisition of Monsanto recent deals was not only the largest deal conducted •• All three most active companies by HDAX companies in 2016, it was also belonged to the FIRE-sector and the second largest deal announced remained the same as in 2015, worldwide. namely: Deutsche Bank, Allianz, and •• The two other mega-deals were a) the Commerzbank. These three together merger of Linde and Praxair (€42bn) covered 22% of the overall HDAX M&A and b) the announcement of Deutsche transactions in the year. Börse’s merger with the London Stock •• As in 2015, the two most active Exchange Group for €14bn, which was companies remained Deutsche Bank however cancelled at the end of March and Allianz, despite having conducted 2017, after the European Commission fewer (or at least not more) transactions decided to oppose the merger. than in 2015. Deutsche Bank remained a net vendor while Allianz confirmed its net acquirer position.

HDAX | Top disclosed recent transactions (2016 – Top 3)

Rank Transaction parties Val. 2016 Type HDAX Target Region (m€) Share Status 1 A Bayer AG Monsanto Company NA 58.293 100% Ann. 2 A Linde AG Praxair Inc. DE 42.226 100% Ann. London Stock Exchange 3 A Deutsche Börse AG EU 14.322 100% Ann. Group plc.

The deal was however cancelled at the end of March 2017, after the European Commission decided to oppose the merger

HDAX | Most active companies (2016 and 2015 – Top 3)

Rank Transactions 2016 Transactions 2015 2016 2015 Δ Name Net Total Share Net Total Share 1 1 = Deutsche Bank AG (9) 43 9% (1) 51 9% 2 2 = Allianz SE 17 39 8% 13 39 7% 3 3 = Commerzbank AG (6) 22 5% (9) 21 4%

4 M&A Report – HDAX 110 Activity and Focus 2016 | Overview HDAX

Activity overview – transaction type •• North America was the only geo- “net acquirer” position, where they made and regional focus graphical area where the number of 36 more acquisitions than disposals. •• In 2016, HDAX companies concluded transactions involving an HDAX company •• In the rest of the world, about 67% of 484 transactions, down by 15% increased slightly. Focusing on the USA, HDAX-related transactions were located compared to 2015, which was also 25% HDAX members reinforced their 2015 in the Asia and Pacific region. below the historical average (2005-2014). In fact, the number of both acquisitions and disposals declined in 2016 (by 14% HDAX | Global overview and 46% respectively).

•• Despite a restrained economic outlook 643 571 and uncertainties linked inter alia to 484 the US election and the Brexit vote, the Acquisitions Disposals 380 low interest-rate environment and the Ø acqusitions 317 286 Ø disposals 123 large amount of liquidity available in the (05–14) 63 88 (05–14) (198) market should support mid- to long- Net acquisitions (263) (254) Total transactions term M&A activity. Ø 05–14 2015 2016 •• Acquisitions (286) outnumbered disposals (198) in 2016, confirming the past HDAX “net acquirer” trend. This Germany Europe was observed in all key regions except 184 198 Germany. In a nutshell, HDAX companies 257 mainly acquired businesses in foreign 143 217 175 regions and sold part of their activities 161 on the German market. 87 100 133 106 65 64 (10) 2 (13) 49 37 • With regard to takeovers, Europe (except • (69) (78) (97) (84) Germany) was the most-targeted region, (97) (98) with 106 acquisitions involving an HDAX company last year. Ø 05–14 2015 2016 Ø 05–14 2015 2016

Regional activity orth America Rest of world •• The volume of transactions concluded by HDAX companies declined by 28% in 122 80 Germany, driven by fewer acquisitions 99 69 67 87 (-35) and disposals (-20). 81 69 52 46 39 •• Following the same trend, the volume 39 45 39 24 25 3 9 of deals in other European countries (41) (42) (30) (28) (30) (21) declined slightly to 175 in 2016. However, despite greater uncertainty linked Ø 05–14 2015 2016 Ø 05–14 2015 2016 to the Brexit, buy-side and sell-side transactions conducted/announced by HDAX members remained quite stable in the UK (19 and 17 deals respectively in 2016 against 21 and 18 in 2015).

5 M&A Report – HDAX 110 Activity and Focus 2016 | Overview HDAX

Sector analysis Basic Materials

Composition •• The first HDAX sector analysed in this report comprises the 12 companies involved in the discovery, development, and processing of basic materials. Of these companies, eight operate in the field of chemicals while the remaining four are to be found in the “Basic Resources” subsector.

•• No change in the composition of the sector occurred in 2016.

BM | Composition by DAX Type and Sector BM | Total Regional Activity

DAX Disposals 3 (2) 3 (16) (4) 4 (6) 11

12 51 (4) 8 11 9 10 35

MDAX Acuisitions

Segments Acuisitions Disposals Chemicals Germany Germany Basic Resources Europe Europe North America North America Rest of the World Rest of the World

6 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Basic Materials

Most active players and top disclosed •• In December 2016, Linde announced to grow and generate new business recent deals its intent to merge with Praxair. opportunities. •• The three most active companies That would enable the new group to •• Evonik Industries, the German specialty remained the same as in 2015. Two combine complementary positions in chemicals company acquired Air of them, namely Linde and BASF, also key geographies, strengthen innovative Products´s Material Technologies conducted two of the largest deals in the capabilities, and provide reliable and division for €3.2bn in order to sector. cost-efficient solutions for customers via strengthen its market position in the potential annual synergies amounting to •• BASF followed its active portfolio field of coating additives. €0.9bn. management strategy, divesting activities with low strategic fit or •• In 2016, thyssenkrupp confirmed its differentiation potential. “net acquirer” position by completing five more acquisitions than disposals, ––For instance, it sold its global industrial just as in 2015. This high level of M&A coating business to AkzoNobel for activity will probably continue in FY17 as €475m at the end of the year. the company has been following what it ––On the other hand, it acquired calls its “more and better” strategy since Chemetall, specialized in the chemical May 2011, by which it seeks namely to treatment of metal surfaces, for €2.8bn, benefit from global market trends (e.g., representing the group´s largest urbanization, digitalization) in order acquisition in recent years.

Basic Materials | Top disclosed recent transactions (2016 – Top 3)

Rank Transaction parties Val. 2016 Type HDAX Target Region (m€) Share Status 1 A Linde AG Praxair Inc. DE 42.226 100% Ann. 2 A Evonik Industries AG Air Products and Chemicals Inc. NA 3.327 100% Closed 3 A BASF SE Chemetall GmbH DE 2.844 100% Closed

Basic Materials | Most active companies (2016 and 2015 – Top 3)

Rank Transactions 2016 Transactions 2015 2016 2015 Δ Name Net Total Share Net Total Share 1 3 + 2 BASF SE (6) 16 31% (2) 6 17% 2 1 - 1 thyssenkrupp AG 5 9 18% 5 9 26% 3 2 - 1 Linde AG 4 8 16% 2 8 23%

7 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Basic Materials

Activity overview – transaction type •• In fact, after having declined by 68% in a suitable legal environment and to and regional focus in 2015, overall transaction levels benefit from similar profitability levels as •• On a global scale, HDAX companies recovered in North America, particularly in Western Europe. conducted more acquisitions compared in the USA, in 2016. Nevertheless, 13 •• Transactions conducted in the Rest to 2015 (+16), which enabled the sector out of the 15 deals were announced/ of the World mainly consisted in to confirm its historical “net acquirer” closed before the Presidential election. acquisitions targeting Asian countries position, with 19 more buy-side Transatlantic transactions have actually such as China. transactions than disposals. The sector enabled HDAX players to grow both players have indeed mainly used cross- border acquisitions to reinforce their market position in their core business BM | Global overview and strengthen their global leadership. 72 •• Basic material providers have also faced 51 conflicting states, with, on the one hand Acquisitions 35 35 Disposals the need to constantly innovate and 40 Ø acqusitions 21 19 Ø disposals improve materials performance for 9 7 (05–14) (14) (16) (05–14) clients, and on the other, the stronger (32) requirement to optimize their energy Net acquisitions Total transactions consumption, reduce waste and improve Ø 05–14 2015 2016 recycling tools.

•• Transaction volumes involving HDAX Germany Europe companies rose in all key geographical regions except Germany, where both 22 acquisitions and disposals declined 17 17 10 slightly. Europe remained the most 10 7 targeted region, with 33% of total deals, 14 5 6 followed by North America (29%). 5 5 5 7 - (1)3 2 (5) (4) (4) (6) (12) (8) Regional activity (7) •• Deal volume increased by 70% in Europe (excluding Germany), mainly driven by a Ø 05–14 2015 2016 Ø 05–14 2015 2016 greater number of acquisitions. orth America Rest of world •• HDAX sector M&A activity declined further in Germany in 2016, moving 19 14 at its lowest level compared to the 15 12 9 historical period. Companies such as 8 8 6 7 Evonik Industries or LANXESS have 13 11 8 6 10 reoriented their M&A strategies to 4 2 3 3 North America, where they concluded (2) (3) (2) (6) (4) (5) more transactions, specifically more acquisitions, compared to 2015. Ø 05–14 2015 2016 Ø 05–14 2015 2016

8 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Consumer Goods

Sector analysis Consumer Goods

Composition •• The Consumer Goods sector encompasses 11 companies operating in the automobile, consumer, or food and beverage industries. Seven of these firms are automobile manufacturers/ suppliers.

•• One “net entry” was recorded in the sector in 2016 and stemmed on the one hand from the exit of ElringKlinger and on the other from the entries of Schaeffler and Steinhoff Int. Holdings.

CG | Composition by DAX Type and Sector CG | Total Regional Activity

Disposals 1 (4) 3 MDAX (1) (16) (5) 9

5 3 11 45 6 (6) 7 6 29 11

DAX Acuisitions

Segments Acuisitions Disposals Automobile Germany Germany Consumer Europe Europe Food & Beverage North America North America Rest of the World Rest of the World

9 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Consumer Goods

Most active players and top disclosed the acquisition of Athlon, the Dutch car goals, to remain among the three main recent deals leasing company, in December 2016, for suppliers in all relevant markets. •• In 2016 Steinhoff Int. Holdings, the a total amount of €1.1bn. •• Henkel conducted the largest deal in German furniture manufacturer and •• Automobile manufacturers have had the sector in 2016 by acquiring Sun retailer, appeared as the most active to adapt their business models to new Products Corporation for €3.2bn, and company in M&A transactions in the disruptive trends such as connected/ will probably continue with that trend in Consumer Goods segment. It conducted autonomous cars, leading them to 2017. Indeed, in its strategy presentation nine acquisitions, among them Mattress become more and more “Mobility in November 2016, the company Firm Holding, the US-based mattress Service Providers”. confirmed that external growth will retailer, for €2.6bn. That takeover was in remain part of its strategy. line with one of the company´s strategic •• Value chain transformation has also pillars: the vertical integration of its become one of the key transaction supply chain. purposes for automotive suppliers.

•• Ranked second in 2016, Daimler •• Entering the top three in 2016, conducted as many buy-side as sell-side Continental acquired six businesses, transactions. For instance, it closed in line with one of its core corporate

Consumer Goods | Top disclosed recent transactions (2016 – Top 3)

Rank Transaction parties Val. 2016 Type HDAX Target Region (m€) Share Status 1 A Henkel AG & Co. KGaA The Sun Products Corporation NA 3.238 100% Closed 2 A Steinhoff Int. Holdings NV Mattress Firm Holding Corp. NA 2.646 67% Closed 3 A Daimler AG Athlon Car Lease International B.V. EU 1.100 100% Closed

Consumer Goods | Most active companies (2016 and 2015 – Top 3)

Rank Transactions 2016 Transactions 2015 2016 2015 Δ Name Net Total Share Net Total Share 1 3 + 2 Steinhoff Int. Holdings NV 8 10 22% 7 9 17% 2 1 - 1 Daimler AG - 8 18% (6) 12 23% 3 5 + 2 Continental AG 6 6 13% 3 5 10%

10 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Consumer Goods

Activity overview – transaction type was Daimler´s announcement of the •• The Rest of the World appeared to be and regional focus probable disposal of Intrepid Insurance an attractive region, mostly for buy-side •• Once again, the Consumer Goods Company to Berkley Insurance Company. transactions (73%). South Africa was segment experienced a slowdown the best-represented country in the •• Europe was the most targeted region regarding the number of transactions geographical region, stemming from with 14 deals conducted by HDAX completed/announced by HDAX Steinhoff International´s external growth members, among which were nine companies (-13%), driven by seven fewer strategy in that specific area. acquisitions and five disposals. disposals compared to the previous year. HDAX companies in the sector strengthened their “net acquirer” CG | Global overview position with 13 more acquisitions than disposals. Sector players have 63 mainly used buy-side transactions as a 52 45 way of acquiring innovations and new Acquisitions Disposals capabilities so as to adapt their business 37 29 29 Ø acqusitions Ø disposals model to the new digital era. 12 13 (05–14) 6 (05–14) (26) (23) (16) •• HDAX companies appeared to be Net acquisitions Total transactions net sellers only in Germany, just as in previous periods. Ø 05–14 2015 2016

Germany Europe Regional activity •• In 2016, transaction levels declined 23 sharply in Germany and North America, 18 14 15 12 (with a cumulative effect of -41%) which 9 15 could not be compensated for by the 7 8 9 8 6 increase in M&A volumes in Europe and 3 4 4 (2) (3) in the Rest of the World (cumulative (3) (4) (5) (10) (9) (6) (8) effect of +16%).

•• The lower M&A activity level in Germany was driven by the automobile industry. Ø 05–14 2015 2016 Ø 05–14 2015 2016 In fact, the car manufacturers Daimler and Volkswagen conducted seven and orth America Rest of world two fewer transactions in the region 15 respectively, compared to 2015. 13 11 12 12 •• After a recovery in 2015, the number 7 7 of transactions closed/announced in 7 8 7 11 the North-American region declined 5 7 4 4 6 3 1 by 42% in 2016. The only sell-side deal (3) (1) (4) (5) (6) (4)

Ø 05–14 2015 2016 Ø 05–14 2015 2016

11 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Consumer Services

Sector analysis Consumer Services

Composition •• As of December 2016, 11 companies comprised the Consumer Services sector, among which five were classified as retailers and six were operating in the media industry.

•• The sector experienced one exit in 2016, with the relisting of the shares of the German steel retailer Kloeckner & Co., on the SDAX.

CG | Composition by DAX Type and Sector CG | Total Regional Activity

DAX Disposals 2 (10) (0) (4) (1)

(5) 19 5 11 48 6 5

5 9 9 38 MDAX Acuisitions

Segments Acuisitions Disposals Retail Germany Germany Media Europe Europe North America North America Rest of the World Rest of the World

12 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Consumer Services

Most active players and top disclosed •• As part of its internal reorganization recent deals plan, RTL Group announced it will •• Axel Springer and ProSiebenSat.1 to gather its TV and radio operations remained the two most active players in “Groupe M6” in order to be more in the M&A market, despite fewer deals competitive in the sphere of digital closed/announced. They also completed media. two of the three largest transactions: •• Last but not least, Brenntag, the German ––Axel Springer, as part of its digitalization retailer closed/announced seven and transformation strategy, completed acquisitions in 2016, on a level with the acquisition of eMarketer, a US- Ströer. online market research/information ––On the one hand, Brenntag, as provider, focusing on specific fields mentioned in its strategic-plan, has such as digital marketing, media, and focused on: 1) expanding its presence commerce. in emerging markets to capture the ––ProSiebenSat.1, which completed/ expected growth in demand for announced six takeovers during the chemicals and 2) enlarging its national/ year, mainly acquired 50% of PE Digital, international distribution network. and by the way its brand “Parship”, the ––On the other hand, Ströer, the German German online dating website. Indeed, advertiser, confirmed its focus on the group has diversified its range of external growth and reinforced its activities beyond its historical core digital portfolio via the takeover of business, the German-speaking TV Social Media Interactive, the Munich- business, with the development of an based online-fitness studio. e-commerce portfolio, for instance.

Consumer Services | Top disclosed recent transactions (2016 – Top 3)

Rank Transaction parties Val. 2016 Type HDAX Target Region (m€) Share Status 1 D RTL Group SA RTL Group SA, French Radio EU 216 100% Ann. 2 A Axel Springer SE eMarketer Inc. NA 214 93% Closed 3 A ProSiebenSat.1 Media SE PE Digital GmbH DE 200 50% Closed

Consumer Services | Most active companies (2016 and 2015 – Top 3)

Rank Transactions 2016 Transactions 2015 2016 2015 Δ Name Net Total Share Net Total Share 1 1 = Axel Springer SE - 10 21% - 16 22% 2 2 = ProSiebenSat.1 Media SE 4 8 17% 10 12 16% 3 4 + 1 Brenntag AG 7 7 15% 10 10 14%

13 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Consumer Services

Activity overview – transaction type •• RTL Group completed seven fewer •• In the Rest of the World, no disposal and regional focus acquisitions in Europe (outside was recorded in 2016; with regard to •• After a recovery in 2015, the number of Germany) compared to 2015, and by acquisitions, retailer Brenntag carried transactions in the segment fell by 35%, the way largely contributed to the drop out four, of which three targeted Asian due to both fewer acquisitions and fewer in buy-side transaction volumes in the countries. disposals. region in 2016.

•• Even though all four key regions were affected by the slowdown, Europe and Germany contributed to 77% of the M&A CS | Global overview activity decline. 74 •• The sharp reduction stemmed mainly 50 48 42 from the three most active companies. Acquisitions Disposals 28 In fact, even though they maintained 23 58 Ø acqusitions 38 Ø disposals their cumulative share among all the (05–14) 36 (05–14) transactions closed in the sector at 53%, Net acquisitions (14) (16) (10) Total transactions they reduced their M&A activity by 34% compared to 2015 (please refer to the Ø 05–14 2015 2016 previous slide).

•• HDAX sector members remained “net Germany Europe acquirers” in all key regions. 24 24 33 24 Regional activity 18 18 13 15 14 12 21 •• Despite a decrease in both acquisition 24 19 18 5 and disposal volumes in 2016, Germany 5 11 9 remained the most active region, (7) (9) (5) (6) (3) (4) concentrating half of the transactions conducted in the sector. Ø 05–14 2015 2016 Ø 05–14 2015 2016 •• North America was the comparatively least affected region with only two fewer orth America Rest of world takeovers. The Media companies Axel 8 Springer and ProSiebenSat.1 completed 9 respectively two and one transaction(s) 6 6 5 5 fewer and drove that regional slowdown. 4 4 5 3 7 3 3 4 5 4 6 5

(1) (1) (1) (0) (0) (3)

Ø 05–14 2015 2016 Ø 05–14 2015 2016

14 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Industrials

Sector analysis Industrials

Composition •• With 21 companies, the Industrial sector appeared once again as the best- represented economic field in the HDAX in 2016.

•• Two companies entered the industrial sector in 2016, while two left it, resulting in an overall zero-sum game. For instance, Kuka, the robot manufacturer, was taken over by the Chinese industrial group Mideo during the course of the year; it was replaced by Rational which entered the MDAX.

I | Composition by DAX Type and Sector I | Total Regional Activity

TecDAX DAX

4 4 Disposals 2 (8) 6 (3) 14 3 (13) 40 21 (42) 82 10 16 (18) 10

MDAX 13 Acuisitions

Segments Acuisitions Disposals Industrial Germany Germany Transportation & Logistics Europe Europe Construction North America North America Rest of the World Rest of the World

15 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Industrials

Most active players and top disclosed •• Last but not least, HOCHTIEF remained recent deals a net vendor but conducted nine fewer •• As in 2015, the three most active players transactions compared to 2015. Actually, in the Industrial segment were Siemens, one of the Group’s strategic pillars has Heidelbergcement and HOCHTIEF. been the focus on core activities, mainly: building infrastructure projects and PPP. •• Siemens was once again the most active M&A player in the sector and closed 11 •• The two remaining deals composing the buy-side transactions during the year. 2016 top three were: Furthermore, it announced the takeover ––Kion´s acquisition of Dematic Group, of the automation and industrial the logistics solutions provider, to software provider Mentor Graphics enlarge its offering in the logistics field. for a total of €4.2bn. That initiative was ––Bilfinger´s disposal of its Building and in line with Siemens´ strategic plan Facility segment to the PE fund EQT. The and, according to Management, would proceeds of the deal will be invested enable the company to strengthen its to develop in the industrial sector and leadership in the digital field. expand the business further, via both •• HeidelbergCement entered into a share organic and external growth. purchase agreement for 45% of the Italian Italcementi (€1.67bn) in July 2015 and closed the transaction in 2016. Within that framework, the company had to undertake a disposal program, which explains for example why it sold assets in the US to Cementor Argos for €585m in 2016.

Industrials | Top disclosed recent transactions (2016 – Top 3)

Rank Transaction parties Val. 2016 Type HDAX Target Region (m€) Share Status 1 A Siemens AG Mentor Graphics Corporation NA 4.239 100% Ann. 2 A KION Group AG Dematic Group S.à r.l. EU 2.885 100% Closed 3 D Bilfinger SE 14 Entities comprising Building DE 1.200 100% Closed

Industrials | Most active companies (2016 and 2015 – Top 3)

Rank Transactions 2016 Transactions 2015 2016 2015 Δ Name Net Total Share Net Total Share 1 1 = Siemens AG 4 18 22% (5) 21 20% 2 3 + 1 HeidelbergCement AG - 14 17% 6 14 14% 3 1 - 2 HOCHTIEF AG (6) 12 15% (19) 21 20%

16 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Industrials

Activity overview – transaction type ––On the other, HeidelbergCement (-5), resulting in an overall decline and regional focus completed 6 acquisitions fewer and 6 regarding M&A deals involving a HDAX •• Overall transaction levels declined in the disposals more in 2016, which mainly member. Industrial sector in 2016 (-20%), driven stemmed from the purchase of a 45%- •• Last but not least, the Rest of the by fewer acquisitions (-7%) and disposals share in Italcementi (€1.67bn) in 2015. World was the single region where (-30%) •• In 2016, North America experienced HDAX companies conducted more opposing trends: acquisition volumes •• All key regions except the Rest of the transactions. Of these, 13 related to slightly increased (+3), whereas fewer World experienced that slowdown; deals in the Asia and Pacific-region. disposals were conducted in the region nevertheless, Europe appeared to be the most affected with 17 fewer deals (-39%) compared to 2015. I | Global overview •• The sector confirmed its 2015 “net 139 seller” position with 40 acquisitions vs. 103 82 42 disposals. Acquisitions Disposals •• Actually, some of the key sector stakes 77 Ø acqusitions 14 43 40 Ø disposals have been linked to the emergence of (2) (05–14) (17) (05–14) the IoT (Internet of Things), Artificial (42) (62) (60) Intelligence, and Big Data. Industrial Net acquisitions Total transactions firms such as Siemens or Bosch have Ø 05–14 2015 2016 thus enhanced their capabilities in those fields to build competitive advantages and strengthen their leadership Germany Europe position. 51 44 37 28 24 27 Regional activity •• Germany appeared as the only region 28 15 5 19 14 in which HDAX companies conducted 9 6 1 (6) fewer buy-sides than sell-sides (6 as (7) (19) (13) (22) (18) (23) (25) against 18). Moreover, international (10) (12) investors were involved in half of the disposals conducted by HDAX members, Ø 05–14 2015 2016 Ø 05–14 2015 2016 as for instance with the sale of Tec4aero, a Duerr´s subsidiary, to the Chinese orth America Rest of world Shanghai Electric Hong Kong. Indeed, Germany has become a key region for 26 25 Chinese investors, particularly attracted 18 15 16 by German “know-how”. 13 10 17 7 •• Europe’s M&A volume decline was 17 7 7 10 8 10 mainly driven by two factors: (1) (3) 0 2 (9) (8) (8) (8) (8) ––On the one hand, Siemens, HOCHTIEF and Airbus together completed 12 sell- Ø 05–14 2015 2016 Ø 05–14 2015 2016 side transactions fewer than in 2015.

17 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Sector analysis Finance, Insurance, and Real Estate

Sector analysis Finance, Insurance, and Real Estate

Composition •• Thanks to the entry of the real estate company Alstria Office REIT, the sector included one additional player as at December 2016, compared to 2015.

•• The HDAX segment comprised in fact four banks (mortgage/universal), six real estate companies, four insurers and one financial services provider.

•• Companies in this sector have shown strong M&A activity due to their business model (e.g. real estate investments) and therefore are not fully comparable to companies in the other HDAX super-sectors.

FIRE | Composition by DAX Type and Sector FIRE | Total Regional Activity

TecDAX DAX Disposals 1 (3) (15) 23

6 4 (29) (72) 15 150 38 78 9 10 (25) 6 11

MDAX Acuisitions

Segments Acuisitions Disposals Banks & Real Estate Germany Germany Insurance Europe Europe Financial Services North America North America Rest of the World Rest of the World

18 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Finance, Insurance, and Real Estate

Most active players and top disclosed •• Deutsche Bank strengthened its net recent deals vendor position as part of its “Strategy •• Compared to 2015, the three most active 2020” program. Indeed, the bank started companies remained unchanged. In a cost-reduction plan, implying the addition, despite lower transaction levels closing of some branches and country in 2016, Deutsche Bank and Allianz were locations. It agreed, for example, to sell the HDAX’ most dynamic M&A players, Abbey Life to Phoenix Group for €1.1bn. all sectors taken into account. •• Commerzbank ranked third in 2016 •• Only Allianz was a net acquirer with 17 and closed 14 sell-side transactions acquisitions more than disposals. within the year. Most of them related to the sale of real estate such as the •• In 2016, the largest deal announced Commerzbank Tower, sold to Samsung appeared to be the merger of for €732.7m. Deutsche Börse and the London Stock Exchange Group. However, the European Commission vetoed the proposed merger on March 29, 2017, as the transaction would have created a monopolistic position regarding the processing of bond trades.

Finance, Insurance, and Real Estate | Top disclosed recent transactions (2016 – Top 3)

Rank Transaction parties Val. 2016 Type HDAX Target Region (m€) Share Status 1 A Deutsche Börse AG London Stock Exchange Group plc EU 14.322 100% Ann. 2 A Vonovia SE conwert Immobilien Invest SE EU 2.933 100% Ann. 3 D Deutsche Bank AG Abbey Life Assurance Company Ltd EU 1.086 100% Closed

The deal was however cancelled at the end of March 2017, after the European Commission decided to oppose the merger

Finance, Insurance, and Real Estate | Most active companies (2016 and 2015 – Top 3)

Rank Transactions 2016 Transactions 2015 2016 2015 Δ Name Net Total Share Net Total Share 1 1 = Deutsche Bank AG (9) 43 29% (1) 51 27% 2 2 = Allianz SE 17 39 26% 13 39 21% 3 3 = Commerzbank AG (6) 22 15% (9) 21 11%

19 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Finance, Insurance, and Real Estate

Activity overview – transaction type •• Transaction levels in North America were Deutsche Bank reduced its acquisition and regional focus affected by opposite trends, resulting in levels, conducting four buy-side •• The HDAX FIRE sector was once again four disposals more than acquisitions transactions fewer in 2016. as the most dynamic segment with last year. Deutsche Bank and Deutsche •• Transactions in the Rest of the World regard to M&A volumes. Nevertheless, Börse drove that regional trend: on the remained at a quite stable-but-low level, as mentioned previously, most of one hand, Deutsche Börse completed/ representing only 6% of total sector deal those deals were linked to real estate announced three disposals more volumes. investments/sales. compared to 20151); on the other hand,

•• The sector remained a “net acquirer” with six acquisitions more than disposals, but that trend declined FIRE | Global overview slightly. In fact, large banks such as 186 159 Commerzbank or Deutsche Bank 150 undertook several disposals and sold Acquisitions Disposals part of their properties (e.g. the sale of 104 Ø acqusitions 89 78 Ø disposals the Commerzbank Tower in Frankfurt). 6 (05–14) 18 22 (05–14) •• However, overall transaction levels Net acquisitions (70) (82) (72) Total transactions ranged below both their 2015 and average historical levels at 150 deals Ø 05–14 2015 2016 within the year. All key regions followed that trend. Germany Europe

78 Regional activity 68 73 51 48 •• Both acquisition and disposal levels 67 drove the overall M&A slowdown in Germany, resulting in 20 fewer deals 36 46 48 38 27 4 23 conducted compared to 2015. Indeed, (2) 18 18 3 9 some of the sector participants such (24) (32) (25) (28) (30) (29) as Alstria Office REIT (-8) or Deutsche Bank (-6) significantly reduced their M&A activity in the country. Ø 05–14 2015 2016 Ø 05–14 2015 2016

•• Focusing on Europe (excluding orth America Rest of world Germany), the decline in M&A volumes was mainly driven by a slowdown in 12 12 23 28 acquisitions (-10). That resulted from 26 9 the lower M&A activity of two insurance companies: Talanx and Münchner 10 14 11 6 6 6 Rückversicherung, since each of (2) 0 0 0 3 (4) (3) them completed five fewer buy-side (12) (14) (15) (6) (6) transactions. Ø 05–14 2015 2016 Ø 05–14 2015 2016

1 Including the announced merger with the London Stock Exchange

20 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Information Technology

Sector analysis Information Technology

Composition •• The Information Technology sector includes companies operating in the development of technological goods as well as technology-based service providers. With three exits and one entry in 2016, it was one of the sectors in which the composition changed significantly.

IT | Composition by DAX Type and Sector IT | Total Regional Activity

DAX

2 Disposals MDAX (9) (1) 1 (2) 4 (0) (6)

8 8 17 34 9 2

25 11 14 TecDAX Acuisitions

Segments Acuisitions Disposals Technology Germany Germany Software Europe Europe North America North America Rest of the World Rest of the World

21 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Information Technology

Most active players and top disclosed •• S&T was one of the nine companies was announced in July for a total amount recent deals which joined the HDAX index in 2016. of €765m. In October, the company •• All three most active companies were The Austrian IT-system provider has also took over Innoluce to strengthen net acquirers in 2016; SAP and Infineon enlarged its range of products/services its market position in the self-driving ranked respectively first and third, and developed its activities in the field segment. while S&T entered the top three at of smart energies. Among its three •• The two other main transactions which second position with four deals closed/ buy-side transactions, it closed the occurred/were announced in 2016 were announced during the year. 100%-takeover of Networked Energy conducted by United Internet. On the Services GmbH (“NES”). •• SAP ranked at the top in 2016 with one hand, the internet access/cloud eight transactions and replaced United •• The German semiconductor computing services provider acquired Internet as the most active M&A player manufacturer Infineon, active in four STRATO, a domain/hosting service in the sector, which will probably be key segments: automotive, industrial provider from Deutsche Telekom; on the confirmed in 2017 since the company power control, power management & other hand, it divested one-third of 1&1 confirmed its intention to look for multimarket, and chip card & security Internet to Warburg Pincus (€450m) to further acquisitions up to about $1 has enlarged its capabilities in electro obtain the flexibility for future strategic billion. mobility with Wolfspeed, to prepare for options such as a potential IPO in the the deployment of 5G. The transaction next few years.

Information Technology | Top disclosed recent transactions (2016 – Top 3)

Rank Transaction parties Val. 2016 Type HDAX Target Region (m€) Share Status 1 A Infineon Technologies AG Wolfspeed Inc. NA 765 100% Ann. 2 A United Internet AG STRATO AG DE 600 100% Ann. 3 D United Internet AG 1&1 Internet SE DE 450 33% Ann.

Information Technology | Most active companies (2016 and 2015 – Top 3)

Rank Transactions 2016 Transactions 2015 2016 2015 Δ Name Net Total Share Net Total Share 1 10 + 9 SAP SE 4 8 24% 1 1 4% 2 10 + 8 S&T AG 2 4 12% 1 1 4% 3 2 - 1 Infineon Technologies AG 1 3 9% - 2 8%

22 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Information Technology

Activity overview – transaction type •• Moreover, the sector confirmed its “net •• As in previous years, transactions and regional focus acquirer” position in the region, with conducted by HDAX IT companies •• In 2016, the number of M&A deals in the nine buy-side transactions more than involving targets outside both Europe IT-sector increased by 31% compared to sell-sides in the course of the year. and North America were conducted only 2015, even though it still ranged below occasionally in 2016. its historical average.

•• That positive trend will probably be confirmed in 2017; in fact, according IT | Global overview to the Computing Technology Industry Association (ComPTIA), the global IT 40 26 industry should grow at 4.1% this year, 34 Acquisitions 19 Disposals mainly driven by Cloud business, the 16 Ø acqusitions 29 10 25 Ø disposals Internet of Things (IoT), and the demand 18 (05–14) (05–14) from existing businesses to revamp their (10) (8) (9) IT departments. Net acquisitions Total transactions

Ø 05–14 2015 2016 Regional activity •• In contrast to 2015, when 81% of Germany Europe transactions were conducted in Europe (incl. Germany), only 53% of the deals 11 took place in the region last year. The 14 12 9 main reason appeared to be the strong 10 8 8 recovery in the number of acquisitions 7 7 in North America, which reached 11 9 9 8 8 in 2016, slightly above their historical 4 7 4 2 (2) average levels. (2) (1) (0) (5) (5) (6)

Ø 05–14 2015 2016 Ø 05–14 2015 2016

orth America Rest of world 13 12 9 7 3 3 3 10 11 2 2 2 2 1 1 1 1 (2) 0 (2) (1) (1) (1) (1) Ø 05–14 2015 2016 Ø 05–14 2015 2016

23 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Pharma and Healthcare

Sector analysis Pharma and Healthcare

Composition •• As of December 2016, 10 out of the 15 companies included in the HDAX Pharma and Healthcare sector were operating in the medical technology area, while the remaining ones were either pharmaceutical firms or healthcare players.

•• The entry of Medigene, a German biotech company, compensated for the exit of Rhön-Klinikum, whose shares were relisted on the SDAX.

P&H | Composition by DAX Type and Sector P&H | Total Regional Activity

DAX Disposals 2 4 (10) (3) 3 3 (4)

(1) 10 15 (2) 35

9 2 2 10 10 25 MDAX TecDAX Acuisitions

Segments Acuisitions Disposals Healthcare Germany Germany Medical Technology Europe Europe Pharmaceuticals North America North America Rest of the World Rest of the World

24 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Pharma and Healthcare

Most active players and top disclosed •• Merck ranked second in 2016 with four hospital group, for €5.8bn. Moreover, recent deals transactions conducted during the year, Fresenius Medical Care, one of the other •• In 2016, Bayer appeared once again as on an equal level with Fresenius. Merck three independent business segments the most pro-active M&A company in completed four transactions within the of Fresenius acquired/announced the sector. The German pharmaceutical year and sold Padlock Therapeutics via takeovers of dialysis centers in Gran group completed/announced 12 Merck Venture, its corporate venture Canaria and India. transactions, representing 34% of the capital arm. Padlock Therapeutics, •• All of these transactions illustrated overall sector volume. Moreover, the an American company developing the Group´s strategy, which according acquisition of Monsanto for €58.3bn, innovative medical treatments was sold to Management is to reinforce its announced in May, was the largest to the German Bristol-Myers Squibb for leadership position as a global provider deal among all HDAX companies last €538m. of products/therapies for critically and year. It is expected to be completed •• Fresenius, through Fresenius Helios, chronically ill people. by the end of 2017 and should enable completed the second largest sector the consolidated group to reinforce deal in 2016 with the takeover of its position as a global leader in the quirónsalud, the Spanish private agricultural field.

Pharma and Healthcare | Top disclosed recent transactions (2016 – Top 3)

Rank Transaction parties Val. 2016 Type HDAX Target Region (m€) Share Status 1 A Bayer AG Monsanto Company NA 58.293 100% Ann. 2 A Fresenius SE & Co. KGaA quirónsalud EU 5.760 100% Ann. 3 D Merck KGaA Padlock Therapeutics Inc. NA 538 100% Closed

Pharma and Healthcare | Most active companies (2016 and 2015 – Top 3)

Rank Transactions 2016 Transactions 2015 2016 2015 Δ Name Net Total Share Net Total Share 1 1 = Bayer AG 4 12 34% (5) 11 31% 2 3 + 1 Merck KGaA (4) 4 11% (2) 8 23% 3 1 - 2 Fresenius SE & Co. KGaA 4 4 11% 3 11 31%

25 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Pharma and Healthcare

Activity overview – transaction type •• Regarding the overall M&A activity •• Transactions in the Rest of the World and regional focus slowdown, Germany was the most represented only 14% of the total •• In 2016, the Pharma and Healthcare affected region since both acquisitions number of deals in the Pharma and sector experienced a slowdown and disposals declined sharply in Healthcare HDAX segment and regarding the M&A activity of HDAX 2016 (by 57% and 71% respectively). decreased further compared to members with 18 transactions fewer Fresenius and Fresenius Medical Care historical trends. Contrary to the other conducted within the year (-34%), largely contributed to that trend, as they key geographical areas, they mainly resulting from both fewer acquisitions conducted together four transactions consisted of disposals and targeted (-19%) and fewer disposals (-55%), fewer compared to 2015. Asian countries such as India. compared to 2015. That overall volume decrease was mainly a result of a lower P&H | Global overview number of deals conducted/announced in Germany (-9). 66 53 •• Investment requirements in Research 35 Acquisitions 31 Disposals & Development have increased 48 Ø acqusitions 31 15 Ø disposals dramatically, and even “more than 25 (05–14) 9 (05–14) doubled over the last decade” – (10) (17) (22) McKinsey1), contributing to sector Net acquisitions Total transactions consolidation. Ø 05–14 2015 2016 •• Indeed, acquisitions outnumbered disposals in 2016 (25 against 10), in line Germany Europe with historical trends. 20 19 14 Regional activity 13 13 11 •• In 2016, North America was the most 9 5 16 dynamic region in terms of M&A 15 9 8 10 transactions, driven by a strong 7 3 (0) 31 increase in the number of acquisitions (2) (3) (5) (7) (5) (1) conducted/announced (+6).

•• Two companies, namely Bayer and Ø 05–14 2015 2016 Ø 05–14 2015 2016 Sartorius, the German pharmaceutical and laboratory equipment supplier, orth America Rest of world together completed/ announced eight out of the 10 buy-sides in the region. 23 9 7 •• HDAX members confirmed their “net 14 13 14 5 5 buyer” position in Europe with 91% of 19 7 total transactions being acquisitions. 5 10 4 4 2 1 (1) (5) (5) (4) (2) (9) (3) (3)

Ø 05–14 2015 2016 Ø 05–14 2015 2016

1 Source: New frontiers in pharma R&D investment – February 2010

26 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Telecommunications

Sector analysis Telecommunications

Composition •• As of December 2016, the Telecommunications sector was composed of four companies offering telecommunication services. Three of them were listed on the TecDax, while Deutsche Telekom was listed on the DAX.

•• QSC´s shares were unlisted from the TecDax in March 2016, which explains why the company is no longer included in the sector.

T | Composition by DAX Type and Sector T | Total Regional Activity

Acuisitions DAX

1 (0) (3) (0) 2

4 (9) 18 9

(6) 5 0 3 4 Disposals TecDAX

Segments Acuisitions Disposals Telecommunication Services Germany Germany Europe Europe North America North America Rest of the World Rest of the World

27 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Telecommunications

Most active players and top disclosed •• In the second largest sector transaction recent deals shown in 2016, Telefónica Deutschland •• The three most active companies sold its passive tower infrastructure remained the same as in 2015. Deutsche to Telefónica's infrastructure company Telekom and Drillisch, ranked first and Telxius for €587m. The purposes of third respectively, were “net sellers”, the transaction were to: 1) benefit while freenet completed/announced from favorable market conditions and only acquisitions and ranked second in concentrate on the company’s core 2016. business, 2) enhance the firm’s financial flexibility and 3) support the creation •• freenet acquired 24% of the Swiss of new areas such as Advanced Data telecommunication group Sunrise analytics or IoT (Internet of Things). Communications for €714m, being the largest deal of the year in this sector; •• Drillisch conducted only one however that transaction is not shown in transaction during the year and sold the table as the share acquired is below The Phone House Telecom Vertrieb 25%. via its subsidiary The Phone House, to DeinHandy, by the way dismantling •• Deutsche Telekom thus completed the its distribution activities. One of the largest deal of the year (as shown in company’s top priorities has in fact the table), with the disposal of STRATO, been to continue its development in a hosting service provider, to United the MVNO-segment (i.e. Mobile Virtual Internet, for €600m. Network Operator).

Telecommunications | Top disclosed recent transactions (2016 – Top 3)

Rank Transaction parties Val. 2016 Type HDAX Target Region (m€) Share Status 1 D Deutsche Telekom AG STRATO AG DE 600 100% Ann. 2 D Telefónica Deutschland AG Assets related to wireless masts DE 587 100% Closed 3 A freenet AG MEDIA BROADCAST GmbH DE 295 100% Ann.

Telecommunications | Most active companies (2016 and 2015 – Top 3)

Rank Transactions 2016 Transactions 2015 2016 2015 Δ Name Net Total Share Net Total Share 1 1 = Deutsche Telekom AG - 14 78% (3) 13 72% 2 4 + 2 freenet AG 2 2 11% - - - 3 2 - 1 Drillisch AG (1) 1 6% 3 3 17%

28 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Telecommunications

Activity overview – transaction type •• Transaction levels rose in North America, •• Just as in 2015, no deal was conducted and regional focus driven by the five acquisitions conducted by HDAX sector participants in the Rest •• In 2016, the overall number of deals was by the German Deutsche Telekom in the of the World. 18 and was in line with historical levels. region in the course of the year.

•• Contrary to the prior period, disposals were at an equal level compared to acquisitions last year. T | Global overview 22 •• In 2016, buy-side M&A activity in the 18 18 Telecommunications sector was in line with the historical average (2005-2014) Acquisitions Disposals and slightly above 2015 levels (+1). Ø acqusitions 9 8 9 Ø disposals (2) (0) (05–14) (4) (05–14) •• Remark: on a regional scale, high (9) (13) (10) volatility in the annual number of Net acquisitions Total transactions transactions may be explained by the Ø 05–14 2015 2016 small number of sector constituents.

•• Deutsche Telekom largely contributed Germany Europe to the regional and overall M&A activity trends in 2016. 10 11 8 8 6 Regional activity 5 •• Deutsche Telekom was less active both 3 5 4 3 2 in Germany and in remaining European (1) 2 1 (0) (1) (3) (3) countries, where it conducted two and (7) (6) (6) (4) (4) (4) one fewer transaction(s) respectively compared to 2015. By the way driving the slowdown in both regions. Ø 05–14 2015 2016 Ø 05–14 2015 2016

•• Contrary to 2015 where it was involved orth America Rest of world in three buy-side deals on the German market, Drillisch only conducted one sell-side transaction in 2016. 5 3 5 5 1 (0) (0) 1 1 (0) (0) 1 0 (.5) (0) (0) (1) (1) (0) (.5) (0) (0) (2) (1)

Ø 05–14 2015 2016 Ø 05–14 2015 2016

29 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Utilities

Sector analysis Utilities

Composition •• At the end of 2016, the sector comprised E.ON and RWE, the two DAX-listed companies providing electricity, gas and water services and two new entrants: Uniper, created during the course of the year following the split of E.ON´s activities, and Innogy, also created in 2016, which operates as a subsidiary of RWE, focusing on renewable energy and commodity/ non-commodity retail business.

Utilities | Composition by DAX Type and Sector Utilities | Total Regional Activity

Acuisitions DAX (0) 0 2 (0) 7

(8) 5 2 4 2 21

0 (14) 4 (6) MDAX Disposals

Segments Acuisitions Disposals Energy Germany Germany Europe Europe North America North America Rest of the World Rest of the World

30 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Utilities

Most active players and top disclosed •• The largest annual deals were all sell- recent deals side transactions conducted by E.ON: •• E.ON and RWE were logically enough for instance, it sold its UK subsidiaries to the most active M&A players in the field Premier Oil for a total amount of €111m, in 2016; both remained “net vendors”. in order to achieve its repositioning in Together they completed 80% of all the field of renewable energies. transactions that took place during the •• A similar corporate strategy has been year. followed by RWE, which in fact launched •• Moreover, all the companies included in a new subsidiary called Innogy, for its the Utilities segment conducted fewer future-oriented business, in the course transactions compared to 2015. of 2016.

•• Completing the top three, Uniper, E.ON´s subsidiary specialized in conventional power generation and wholesale trading, conducted three transactions: two disposals and one acquisition.

Utilities | Top disclosed recent transactions (2016 – Top 3)

Rank Transaction parties Val. 2016 Type HDAX Target Region (m€) Share Status 1 D E.ON SE E.ON SE, UK North Sea Assets EU 111 100% Closed 2 D E.ON SE E.ON Climate & Renewables GmbH EU 91 100% Closed 3 D E.ON SE Ceskomoravská distribuce s.r.o. EU 7 50% Closed

Utilities | Most active companies (2016 and 2015 – Top 3)

Rank Transactions 2016 Transactions 2015 2016 2015 Δ Name Net Total Share Net Total Share 1 1 = E.ON SE (1) 9 43% (8) 12 50% 2 2 = RWE AG (3) 7 33% (4) 8 33% 3 3 = Uniper SE (1) 3 14% (2) 4 17%

31 M&A Report – HDAX 110 Activity and Focus 2016 | Sector analysis Utilities

Activity overview – transaction type ––On the other hand, the volume of •• No deal was conducted in other regions, and regional focus sell-side transactions declined to eight neither in North America, nor in the Rest •• In 2016, the HDAX Utilities segment in Europe in 2016 compared to the 11 of the World. remained a “net vendor” sector, in conducted in 2015, driving the overall line with both 2015 and the historical decrease in the regional M&A levels. average. That was moreover observable Meanwhile, disposal levels remained in all four key regions. stable in Germany.

•• In fact, the two historical players RWE and E.ON have separated their business operations into two distinct segments, U | Global overview “conventional energy commodity” 34 business and “future-oriented” business. 24 21 •• Remark: just like the Acquisitions Disposals Telecommunications segment, high Ø acqusitions 15 Ø disposals 5 7 (4) volatility regarding the annual number (05–14) (14) (05–14) (19) of transactions on a regional scale may Net acquisitions (19) (7) Total transactions be explained by the small number of (14) sectorial constituents. Ø 05–14 2015 2016

Regional activity Germany Europe •• All the transactions conducted within the year were located either in Germany 25 7 or in the remaining European countries. 8 8 15 13 •• These two regions experienced 12 opposing trends; in fact, transaction 2 1 2 (0) 4 5 volumes decreased in Europe, while (8) (6) (6) (6) (12) (11) (2) these increased slightly in Germany; this (5) (4) (4) (7) was driven by the following factors:

––On the one hand, acquisition levels Ø 05–14 2015 2016 Ø 05–14 2015 2016 increased by one in both Germany and in other European countries, compared orth America Rest of world to 2015.

2 1 1 (0) (0) (0) (0) .5 (0) (0) .5 (0) (0) .7 (0) (0) (0) (0) (.5) (0) (0) (.5) (2) (2)

Ø 05–14 2015 2016 Ø 05–14 2015 2016

32 M&A Report – HDAX 110 Activity and Focus 2016 | Other charts we like

Other charts we like

HDAX | Total transactions seasonality inde 77

60 47 52 50 56 54 52 51 50 52 45 41 46 44 42 41 39 40 38 37 37 36 34 31

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

Ø 2005–2014 2015 2016

HDAX | Transactions by region

257

217 198 184 175 143 122 99 87 80 69 67

Germany Europe North America Rest of the World

Ø 2005–2014) 2015 2016

33 M&A Report – HDAX 110 Activity and Focus 2016 | Other charts we like

HDAX | Transactions by sector

186

159 150 139

103 82 72 74 63 66 51 52 50 48 53 45 40 35 34 35 34 26 24 22 18 18 21

BM CG CS I FIRE IT P&H T U

Ø 2005–2014) 2015 2016

HDAX | Transactions per sector (in )

5.3 4.2 4.3 3.5% 3.2% 3.7% 10.1 9.3 7.2 4.6 7.0 6.1

24.8 32.6 31.0

21.6% 18.0% 16.9%

7.7% 9.9% 13.0% 9.8 9.3 9.1 11.0 6.1 10.5 Ø 2005–2014) 2015 2016

BM I P&H CG FIRE T CS IT U

34 M&A Report – HDAX 110 Activity and Focus 2016 | Other charts we like

HDAX | Transactions by inde

522

358 423

332 306 220 173 196 145 126 140 47 38 52 40 40 43

DAX MDAX TecDAX

2005 until 2014 Ø 2005–2014) 2015 2016

HDAX | Transactions per region (in )

12.4 12.1 13.8

15.2 18.8 20.5

38.0 40.0 36.2

34.7 28.8 29.5

Ø 2005–2014) 2015 2016

DE North America EU Rest of the World

35 M&A Report – HDAX 110 Activity and Focus 2016 | Appendix 1 Methodology

Appendix 1 Methodology

HDAX definition Transactions in scope Limitations The HDAX is a German stock market index •• Our analysis includes: •• Membership of to the DAX/MDAX/ calculated by Deutsche Börse and com- TecDAX as well as other macro- or ––The number of transactions: prises the 110 companies listed in the: microeconomic effects are prone to acquisitions and disposals having an impact on the M&A behavior ––The type of transaction: Mergers and 1. DAX (30 largest listed companies on of individual entities, a sector or the Acquisitions the Frankfurt Stock Exchange based on HDAX as a whole. ––Transactions seeking a stake of at least annual revenues); 25% •• An analysis of average deal values 2. MDAX (50 largest following the DAX was not undertaken (i.e. did not show in terms of market capitalisation and Time-related granularity representative results), due to the revenues and belonging to traditional •• Transactions are displayed on an annual limited number of deal values disclosed. sectors); and basis. Deal sizes are shown in the analysis of top transactions only. 3. TecDAX (30 largest and most liquid •• Transactions are allocated to the year/ technological companies which follow period of their status shown as of •• The total amount of transactions for the DAX ones in terms of market capita- December 31. each the three main sector players was lization and revenues). checked with other alternative public Sources sources for the year 2015 and 2016. Its composition changes in step with the •• Capital IQ is the main source of data Some adjustments were undertaken to underlying indices. for this report, with all historical M&A improve the relevancy of the dataset. information extracted exclusively from However, that could not be achieved Sector definition this data source. for the entire historical period due to The sector classification throughout this the large number of transactions which •• The development of the composition report follows the definition of the nine took place. Thus, to improve the overall of the HDAX and the industry “super-sectors” by Deutsche Börse AG and historical coherence, we estimated the categorization (nine “super-sectors”) was the respective classification of each of the potential number of transactions to be derived from Deutsche Börse AG. 110 companies to one of these sectors. cleaned in the dataset over the period 2005-2014, based on our findings for the Entities in scope years 2015 and 2016. As a consequence, The analysis is based on the composition we took into consideration only: of the HDAX as of December 31, 2016. ––93% of acquisition volumes with a Based on this status, the analyses show all stake above 25% in the FIRE-segment historical M&A transactions regardless of between 2005 and 2014 whether the underlying entity was a part ––80% of disposal volumes with a stake of the HDAX in that period. above 25% in the FIRE-segment between 2005 and 2014. Industries have been classified by their DAX industry codes.

36 M&A Report – HDAX 110 Activity and Focus 2016 | Appendix 2 HDAX composition and activity (1/4)

Appendix 2 HDAX composition and activity (1/4)

HDAX companies (as of December 2016) and transactions in 2016

Dec 2016 FY16 Market Acquisitions Disposals Total Net # Type Name Sectors Subsectors Cap €m # # # # 1 MDAX A.SPRINGER SE VNA Consumer Services Media 4.961 5 5 10 - 2 MDAX AAREAL BANK AG Finance, Insurance and Real Estate Banks & Real estate 2.141 - 1 1 (1) 3 DAX ADIDAS AG NA O.N. Consumer Services Retail 30.006 - 1 1 (1) 4 TecDAX ADVA OPT.NETW.SE O.N. Information Technology Technology 381 1 - 1 1 5 MDAX AIRBUS Industrials Industrial 48.543 - 3 3 (3) 6 DAX ALLIANZ SE NA O.N. Finance, Insurance and Real Estate Insurance 71.154 28 11 39 17 7 MDAX ALSTRIA OFFICE REIT-AG Finance, Insurance and Real Estate Banks & Real estate 1.819 1 3 4 (2) 8 MDAX AURUBIS AG Basic Materials Basic Resources 2.464 - - - - 9 DAX BASF SE NA O.N. Basic Materials Chemicals 80.792 5 11 16 (6) 10 DAX BAY.MOTOREN WERKE AG ST Consumer Goods Automobile 57.450 - 1 1 (1) 11 DAX BAYER AG NA O.N. Pharma & Healthcare Pharmaceuticals 81.698 8 4 12 4 12 TecDAX BECHTLE AG O.N. Information Technology Software 2.075 2 - 2 2 13 DAX BEIERSDORF AG O.N. Consumer Goods Consumer 18.340 - - - - 14 MDAX BILFINGER SE O.N. Industrials Industrial 1.605 - 9 9 (9) 15 MDAX BRENNTAG AG NA O.N. Consumer Services Retail 8.158 7 - 7 7 16 TecDAX CANCOM SE O.N. Information Technology Software 737 1 1 2 - 17 TecDAX CARL ZEISS MEDITEC AG Pharma & Healthcare Medical Technology 2.846 - 1 1 (1) 18 DAX COMMERZBANK AG Finance, Insurance and Real Estate Banks & Real estate 9.082 8 14 22 (6) 19 TecDAX COMPUGROUP MED.SE O.N. Pharma & Healthcare Medical Technology 1.941 1 - 1 1 20 DAX CONTINENTAL AG O.N. Consumer Goods Automobile 36.743 6 - 6 6 21 MDAX COVESTRO AG O.N. Basic Materials Chemicals 13.189 - - - - 22 MDAX CTS EVENTIM KGAA Consumer Services Media 2.875 2 1 3 1 23 DAX DAIMLER AG NA O.N. Consumer Goods Automobile 75.656 4 4 8 - 24 DAX DEUTSCHE BANK AG NA O.N. Finance, Insurance and Real Estate Banks & Real estate 23.791 17 26 43 (9) 25 DAX DEUTSCHE BOERSE Z.UMT. Finance, Insurance and Real Estate Financial Services 14.269 5 5 10 - 26 MDAX DEUTSCHE EUROSHOP AG O.N. Finance, Insurance and Real Estate Banks & Real estate 2.086 1 - 1 1 27 DAX DEUTSCHE POST AG NA O.N. Industrials Transp. & Logistics 37.301 4 4 8 - 28 MDAX DEUTSCHE WOHNEN AG INH Finance, Insurance and Real Estate Banks & Real estate 10.070 2 - 2 2 29 TecDAX DIALOG SEMICOND. LS-,10 Information Technology Technology 2.979 - - - - 30 TecDAX DRAEGERWERK VZO O.N. Pharma & Healthcare Medical Technology 1.271 - - - - 31 TecDAX DRILLISCH AG O.N. Telecommunication Telecomm. Services 2.242 - 1 1 (1) 32 MDAX DT.PFANDBRIEFBK AG Finance, Insurance and Real Estate Banks & Real estate 1.210 - - - - 33 DAX DT.TELEKOM AG NA Telecommunication Telecomm. Services 75.779 7 7 14 - 34 MDAX DUERR AG O.N. Industrials Industrial 2.631 3 2 5 1 35 DAX E.ON SE NA O.N. Utilities Energy 13.081 4 5 9 (1) 36 MDAX EVONIK INDUSTRIES AG Basic Materials Chemicals 13.211 7 - 7 7 37 TecDAX EVOTEC AG O.N. Pharma & Healthcare Medical Technology 977 1 - 1 1 38 MDAX FIELMANN AG O.N. Consumer Services Retail 5.246 - - - - 39 MDAX FRAPORT AG FFM.AIRPORT Industrials Transp. & Logistics 5.187 - - - - 40 TecDAX FREENET AG NA O.N. Telecommunication Telecomm. Services 3.418 2 - 2 2

37 M&A Report – HDAX 110 Activity and Focus 2016 | Appendix 2 HDAX composition and activity (2/4)

Appendix 2 HDAX composition and activity (2/4)

Dec 2016 FY16 Market Acquisitions Disposals Total Net # Type Name Sectors Subsectors Cap €m # # # # 41 DAX FRESEN.MED.CARE KGAA O.N. Pharma & Healthcare Healthcare 24.712 3 - 3 3 42 DAX FRESENIUS SE+CO.KGAA O.N. Pharma & Healthcare Healthcare 40.511 4 - 4 4 43 MDAX FUCHS PETROL.SE VZO O.N. Basic Materials Chemicals 5.331 3 - 3 3 44 MDAX GEA GROUP AG Industrials Industrial 7.348 1 - 1 1 45 MDAX GERRESHEIMER AG Pharma & Healthcare Medical Technology 2.211 - 1 1 (1) 46 TecDAX GFT TECHNOLOGIES SE Information Technology Software 540 1 - 1 1 47 MDAX HANNOVER RUECK SE NA O.N. Finance, Insurance and Real Estate Insurance 12.399 - - - - 48 DAX HEIDELBERGCEMENT AG O.N. Industrials Construction 17.620 7 7 14 - 49 MDAX HELLA KGAA HUECK+CO. O.N. Consumer Goods Automobile 3.928 - 3 3 (3) 50 DAX HENKEL AG+CO.KGAA VZO Consumer Goods Consumer 45.536 4 2 6 2 51 MDAX HOCHTIEF AG Industrials Construction 8.716 3 9 12 (6) 52 MDAX HUGO BOSS AG NA O.N. Consumer Services Retail 3.997 - - - - 53 DAX INFINEON TECH.AG NA O.N. Information Technology Technology 18.601 2 1 3 1 54 MDAX INNOGY SE INH. O.N. Utilities Energy 16.585 - 2 2 (2) 55 TecDAX JENOPTIK AG O.N. Information Technology Technology 940 - - - - 56 MDAX JUNGHEINRICH AG O.N.VZO Industrials Industrial 2.782 - - - - 57 MDAX K+S AG NA O.N. Basic Materials Chemicals 4.354 3 - 3 3 58 MDAX KION GROUP AG Industrials Industrial 5.751 3 - 3 3 59 MDAX KRONES AG O.N. Industrials Industrial 2.745 2 - 2 2 60 MDAX LANXESS AG Basic Materials Chemicals 5.706 2 - 2 2 61 MDAX LEG IMMOBILIEN AG NA O.N. Finance, Insurance and Real Estate Banks & Real estate 4.580 2 1 3 1 62 MDAX LEONI AG NA O.N. Consumer Goods Automobile 1.110 1 1 2 - 63 DAX LINDE AG O.N. Basic Materials Basic Resources 29.059 6 2 8 4 64 DAX LUFTHANSA AG VNA O.N. Industrials Transp. & Logistics 5.775 2 - 2 2 65 TecDAX MEDIGENE AG NA O.N. Pharma & Healthcare Medical Technology 240 - - - - 66 DAX MERCK KGAA O.N. Pharma & Healthcare Pharmaceuticals 43.212 - 4 4 (4) 67 MDAX METRO AG ST O.N. Consumer Services Retail 10.224 5 - 5 5 68 TecDAX MORPHOSYS AG O.N. Pharma & Healthcare Medical Technology 1.402 - - - - 69 MDAX MTU AERO ENGINES NA O.N. Industrials Industrial 5.639 - - - - 70 DAX MUENCH.RUECKVERS.VNA O.N. Finance, Insurance and Real Estate Insurance 28.705 8 5 13 3 71 TecDAX NEMETSCHEK SE O.N. Information Technology Software 2.128 2 1 3 1 72 TecDAX NORDEX SE O.N. Industrials Industrial 1.977 - 1 1 (1) 73 MDAX NORMA GROUP SE NA O.N. Industrials Industrial 1.283 1 - 1 1 74 MDAX OSRAM LICHT AG NA O.N. Information Technology Technology 4.951 2 1 3 1 75 TecDAX PFEIFFER VACUUM TECH.O.N. Industrials Industrial 860 - - - - 76 DAX PROSIEBENSAT.1 NA O.N. Consumer Services Media 8.375 6 2 8 4 77 TecDAX QIAGEN NV EO -,01 Pharma & Healthcare Medical Technology 6.363 2 - 2 2 78 MDAX RATIONAL AG Industrials Industrial 4.821 - - - - 79 MDAX RHEINMETALL AG Industrials Industrial 2.710 - - - - 80 TecDAX RIB SOFTWARE AG NA Information Technology Software 565 1 - 1 1

38 M&A Report – HDAX 110 Activity and Focus 2016 | Appendix 2 HDAX composition and activity (3/4)

Appendix 2 HDAX composition and activity (3/4)

Dec 2016 FY16 Market Acquisitions Disposals Total Net # Type Name Sectors Subsectors Cap €m # # # # 81 MDAX RTL GROUP Consumer Services Media 10.712 4 1 5 3 82 DAX RWE AG ST O.N. Utilities Energy 7.135 2 5 7 (3) 83 TecDAX S+T AG (Z.REG.MK.Z.)O.N. Information Technology Technology 382 3 1 4 2 84 MDAX SALZGITTER AG O.N. Basic Materials Basic Resources 1.814 - - - - 85 DAX SAP SE O.N. Information Technology Software 99.034 6 2 8 4 86 TecDAX SARTORIUS AG VZO O.N. Pharma & Healthcare Medical Technology 4.863 3 - 3 3 87 MDAX SCHAEFFLER AG INH. VZO Consumer Goods Automobile 9.377 1 2 3 (1) 88 DAX SIEMENS AG NA Industrials Industrial 94.084 11 7 18 4 89 TecDAX SILTRONIC AG NA O.N. Information Technology Technology 1.341 - - - - 90 TecDAX SLM SOLUTIONS GRP AG Industrials Industrial 581 - - - - 91 TecDAX SMA SOLAR TECHNOL.AG Information Technology Technology 871 - - - - 92 TecDAX SOFTWARE AG O.N. Information Technology Software 2.629 2 1 3 1 93 MDAX STADA ARZNEIMITT.VNA O.N. Pharma & Healthcare Pharmaceuticals 3.057 1 - 1 1 94 MDAX STEINHOFF INT.HLDG.EO-,50 Consumer Goods Consumer 20.887 9 1 10 8 95 TecDAX STRATEC BIOMEDICAL NAM.ON Pharma & Healthcare Medical Technology 537 2 - 2 2 96 MDAX STROEER SE + CO. KGAA Consumer Services Media 2.299 7 - 7 7 97 MDAX SUEDZUCKER AG O.N. Consumer Goods Food & Beverages 4.646 2 1 3 1 98 MDAX SYMRISE AG INH. O.N. Basic Materials Chemicals 7.507 1 1 2 - 99 MDAX TAG IMMOBILIEN AG Finance, Insurance and Real Estate Banks & Real estate 1.776 2 - 2 2 100 MDAX TALANX AG NA O.N. Finance, Insurance and Real Estate Insurance 8.004 1 2 3 (1) 101 TecDAX TELEFONICA DTLD HLDG AG Telecommunication Telecomm. Services 12.100 - 1 1 (1) 102 DAX THYSSENKRUPP AG O.N. Basic Materials Basic Resources 12.813 7 2 9 5 103 MDAX UNIPER SE NA. Utilities Energy 4.798 1 2 3 (1) 104 TecDAX UTD.INTERNET AG NA Information Technology Software 7.590 1 1 2 - 105 DAX VOLKSWAGEN AG VZO O.N. Consumer Goods Automobile 68.058 2 1 3 1 106 DAX VONOVIA SE NA O.N. Finance, Insurance and Real Estate Banks & Real estate 14.370 3 4 7 (1) 107 MDAX WACKER CHEMIE O.N. Basic Materials Chemicals 4.911 1 - 1 1 108 TecDAX WIRECARD AG Industrials Industrial 5.053 3 - 3 3 109 TecDAX XING AG NA O.N. Information Technology Software 986 1 - 1 1 110 MDAX ZALANDO SE Consumer Services Retail 8.973 2 - 2 2

110 HDAX 1.584.885 286 198 484 88

Of which 30 DAX 1.182.744 169 137 306 32 50 MDAX 331.328 88 52 140 36 30 TecDAX 70.813 29 9 38 20

39 M&A Report – HDAX 110 Activity and Focus 2016 | Appendix 2 HDAX composition and activity (4/4)

Appendix 2 HDAX composition and activity (4/4)

HDAX (sub-)sectors (as of December 2016) and transactions in 2016

Dec 2016 FY16 Market Acquisitions Disposals Total Net Sectors # constituents Cap €m # # # # Basic Materials 12 181.151 35 16 51 19 Chemicals 8 135.002 22 12 34 10 Basic Resources 4 46.149 13 4 17 9 Consumer Goods 11 341.730 29 17 46 12 Automobile 7 252.323 14 12 26 2 Consumer 3 84.762 13 4 17 9 Food & Beverages 1 4.646 2 1 3 1 Consumer Services 11 95.826 37 11 48 26 Retail 6 66.605 14 1 15 13 Media 5 29.221 23 10 33 13 Industrials 21 263.012 40 43 83 (3) Industrial 16 188.412 24 23 47 1 Transportation & Logistics 3 48.264 6 4 10 2 Construction 2 26.336 10 16 26 (6) Finance, Insurance and Real Estate 15 205.458 83 95 178 (12) Banks & Real Estate 10 70.926 39 65 104 (26) Insurance 4 120.262 39 24 63 15 Financial Services 1 14.269 5 6 11 (1) Information Technology 17 146.729 25 9 34 16 Technology 8 30.448 8 3 11 5 Software 9 116.282 17 6 23 11 Pharma & Healthcare 15 215.841 25 12 37 13 Healthcare 2 65.223 7 1 8 6 Medical Technology 10 22.650 9 2 11 7 Pharmaceuticals 3 127.967 9 9 18 - Telecommunication 4 93.539 9 11 20 (2) Telecommunication Services 4 93.539 9 11 20 (2) Utilities 4 41.599 7 17 24 (10) Energy 4 41.599 7 17 24 (10)

40 M&A Report – HDAX 110 Activity and Focus 2016 | Appendix 3 HDAX transactions by region and sector (1/2)

Appendix 3 HDAX transactions by region and sector (1/2)

HDAX (sub-)sectors (as of December 2016) and transactions in 2016

BM CG CS I FIRE Subtotal Region/Country A D T A D T A D T A D T A D T A D T Europe 14 10 24 12 11 23 28 9 37 20 31 51 61 54 115 135 115 250 Germany 3 4 7 3 6 9 19 5 24 6 18 24 23 25 48 54 58 112 Rest of Europe 11 6 17 9 5 14 9 4 13 14 13 27 38 29 67 81 57 138 United Kingdom 1 0 1 5 2 7 1 0 1 2 2 4 8 6 14 17 10 27 France 3 0 3 1 1 2 2 1 3 2 2 4 5 4 9 13 8 21 Spain 3 0 3 1 0 1 0 0 0 2 0 2 4 2 6 10 2 12 Italy 1 2 3 0 0 0 0 0 0 3 0 3 1 4 5 5 6 11 Austria 0 0 0 0 0 0 0 0 0 0 2 2 4 2 6 4 4 8 Ireland 0 0 0 0 1 1 0 0 0 1 0 1 3 1 4 4 2 6 Poland 0 0 0 0 0 0 1 0 1 0 2 2 1 3 4 2 5 7 Hungary 1 1 2 0 0 0 1 0 1 0 0 0 0 0 0 2 1 3 Switzerland 0 0 0 0 1 1 2 2 4 0 0 0 0 0 0 2 3 5 Netherlands 0 0 0 1 0 1 1 0 1 0 1 1 1 0 1 3 1 4 Romania 0 0 0 0 0 0 0 0 0 1 0 1 1 0 1 2 0 2 Finland 0 1 1 0 0 0 0 0 0 0 0 0 3 1 4 3 2 5 Russia 0 0 0 0 0 0 0 0 0 1 0 1 0 1 1 1 1 2 Sweden 1 0 1 0 0 0 0 1 1 0 2 2 1 1 2 2 4 6 Norway 1 1 2 0 0 0 0 0 0 0 0 0 0 0 0 1 1 2 Belgium 0 1 1 0 0 0 0 0 0 1 1 2 0 0 0 1 2 3 Portugal 0 0 0 0 0 0 0 0 0 0 0 0 1 1 2 1 1 2 Denmark 0 0 0 0 0 0 1 0 1 0 0 0 1 0 1 2 0 2 Luxembourg 0 0 0 0 0 0 0 0 0 1 0 1 1 1 2 2 1 3 Other 0 0 0 1 0 1 0 0 0 0 1 1 3 2 5 4 3 7 North America 11 4 15 6 1 7 5 1 6 10 3 13 11 15 26 43 24 67 Canada 2 0 2 0 0 0 0 0 0 2 1 3 0 0 0 4 1 5 United States 9 4 13 6 1 7 5 1 6 8 2 10 11 14 25 39 22 61 Rest of the World 10 2 12 11 4 15 5 0 5 10 8 18 6 3 9 42 17 59 Asia & Pacific 7 1 8 4 2 6 3 0 3 7 8 15 4 2 6 25 13 38 Latin America 2 0 2 2 0 2 0 0 0 2 0 2 1 1 2 7 1 8 Middle East, Africa 1 1 2 5 2 7 2 0 2 1 0 1 1 0 1 10 3 13 HDAX 35 16 51 29 16 45 38 10 48 40 42 82 78 72 150 220 156 376

41 M&A Report – HDAX 110 Activity and Focus 2016 | Appendix 3 HDAX transactions by region and sector (2/2)

Appendix 3 HDAX transactions by region and sector (2/2)

HDAX (sub-)sectors (as of December 2016) and transactions in 2016 cont.

Subtotal IT P&H T U Total Region/Country A D T A D T A D T A D T A D T A D T Europe 135 115 250 12 6 18 13 3 16 4 9 13 7 14 21 171 147 318 Germany 54 58 112 4 6 10 3 2 5 2 6 8 2 6 8 65 78 143 Rest of Europe 81 57 138 8 0 8 10 1 11 2 3 5 5 8 13 106 69 175 United Kingdom 17 10 27 0 0 0 2 1 3 0 1 1 0 5 5 19 17 36 France 13 8 21 0 0 0 0 0 0 0 0 0 1 0 1 14 8 22 Spain 10 2 12 0 0 0 3 0 3 0 0 0 0 0 0 13 2 15 Italy 5 6 11 0 0 0 1 0 1 0 1 1 0 0 0 6 7 13 Austria 4 4 8 2 0 2 1 0 1 0 0 0 0 0 0 7 4 11 Ireland 4 2 6 0 0 0 0 0 0 0 0 0 0 0 0 4 2 6 Poland 2 5 7 0 0 0 0 0 0 0 0 0 0 0 0 2 5 7 Hungary 2 1 3 0 0 0 1 0 1 1 1 2 1 0 1 5 2 7 Switzerland 2 3 5 2 0 2 0 0 0 0 0 0 0 0 0 4 3 7 Netherlands 3 1 4 1 0 1 0 0 0 1 0 1 0 0 0 5 1 6 Romania 2 0 2 0 0 0 0 0 0 0 0 0 1 1 2 3 1 4 Finland 3 2 5 0 0 0 0 0 0 0 0 0 0 0 0 3 2 5 Russia 1 1 2 0 0 0 0 0 0 0 0 0 2 0 2 3 1 4 Sweden 2 4 6 0 0 0 0 0 0 0 0 0 0 0 0 2 4 6 Norway 1 1 2 2 0 2 0 0 0 0 0 0 0 0 0 3 1 4 Belgium 1 2 3 1 0 1 0 0 0 0 0 0 0 0 0 2 2 4 Portugal 1 1 2 0 0 0 0 0 0 0 0 0 0 0 0 1 1 2 Denmark 2 0 2 0 0 0 1 0 1 0 0 0 0 0 0 3 0 3 Luxembourg 2 1 3 0 0 0 0 0 0 0 0 0 0 0 0 2 1 3 Other 4 3 7 0 0 0 1 0 1 0 0 0 0 2 2 5 5 10 North America 43 24 67 11 2 13 10 4 14 5 0 5 0 0 0 69 30 99 Canada 4 1 5 0 0 0 1 0 1 0 0 0 0 0 0 5 1 6 United States 39 22 61 11 2 13 9 4 13 5 0 5 0 0 0 64 28 92 Rest of the World 42 17 59 2 1 3 2 3 5 0 0 0 0 0 0 46 21 67 Asia & Pacific 25 13 38 1 1 2 2 3 5 0 0 0 0 0 0 28 17 45 Latin America 7 1 8 1 0 1 0 0 0 0 0 0 0 0 0 8 1 9 Middle East, Africa 10 3 13 0 0 0 0 0 0 0 0 0 0 0 0 10 3 13 HDAX 220 156 376 25 9 34 25 10 35 9 9 18 7 14 21 286 198 484

42 M&A Report – HDAX 110 Activity and Focus 2016 | Appendix 4 Glossary of terms

Appendix 4 Glossary of terms

Sectors CEO Chief Executive Officer BM Basic Materials Int. International CG Consumer Goods Corp. Corporation CS Consumer Services S.A. Société Anonyme I Industrials US United States FIRE Finance, Insurance and Real Estate IT Information PPP Public-private-Partnership Technology PE Private Equity P&H Pharma & Healthcare vs. Versus T Telecommunication plc Public limited company U Utilities e.g. Exempli gratia

Abbreviations LSEG London Stock Exchange Group % Percent IPO Initial public offering & And Dec December € Euro Sep September Ø Average DE Germany + Plus EU Europe - Minus NA North America A Acquisition RoW Rest of the World D Disposal AG Aktiengesellschaft M&A Merger and Acquisitions FY 16, 17 Fiscal Year 2016, 2017 Ø 05-14 Average figures between 2005 and 2014 m€ figures in million euros i.e. idem est MDAX Mid-Cap-DAX DAX German stock market index Tec DAX Technology DAX SDAX Small-Cap-DAX SE Societas Europaea bn billion excl. exclusive USA United States of America UK United Kingdom Inc. incorporated GmbH Gesellschaft mit beschränkter Haftung

43 M&A Report – HDAX 110 Activity and Focus 2016 | Your contacts

Your contacts

Andreas Faulmann Johann Christoph Pfeiffer Sébastien Jost Partner Director Professional Deloitte Deloitte Deloitte Tel: +49 (0)211 8772 3346 Tel: +49 (0)69 75695 6577 Tel: +49 (0)69 75695 6813 [email protected] [email protected] [email protected]

Acknowledgement Our special thanks go to all participants in the preparation of this report for providing us with such deep and valuable information and insights.

Furthermore, we would like to acknowledge the support of Julian Haas at our Frankfurt office and our Deloitte Advisory Research team in Hyderabad, India.