Performance with Purpose

Bridgepoint 2019 Annual Review Annual 2019

Performance with purpose

2019 Annual Review 1

Who we are Bridgepoint is an international fund management group. Our aim is to deliver attractive returns to our investors by investing in well-managed middle-market companies and to build stronger, broader-based businesses with greatly enhanced long-term growth potential. As a long-established, experienced and responsible private equity investor, we help businesses and management teams by investing in expansion and operational transformation or by funding consolidating acquisitions. We are attracted by opportunities in sectors and niches with strong underlying growth. Underscoring our duty to invest responsibly, all of us at Bridgepoint are driven by a set of values and beliefs about how we should do business. These are Contents shared across our Firm and are fundamental to our Who we are 1 professional and personal conduct. They help us Our values in action 2 At a glance 8 maintain the highest levels of corporate governance A message from our Managing Partner 12 and apply the highest standards of professionalism Our investments 16 across the Firm. Current investments 25 Sustainability & responsible investing 26 Giving back 30 How we manage Bridgepoint 32 Where to find us 34

Bridgepoint 2019 Annual Review 2 3

From left to right: Jenny Huang Associate, San Francisco Viral Mehta Director, London From left to right:

Jenny Huang Associate, San Francisco Viral Mehta Director, London

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

Bridgepoint 2019 Annual Review Bridgepoint 2019 Annual Review 4 Thoughtful 5

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

Daniel Wagener Partner, Investor Services, London 6 7

Michael Black Managing Partner, BDC

Straightforward We are straightforward, open professionals who act without arrogance and embrace the views of others without prejudice.

Bridgepoint 2019 Annual Review Bridgepoint 2019 Annual Review 8 Bridgepoint at a glance 9

Our geographic reach Four middle-market investment strategies Our ESG principles

1. Our largest funds focus on middle-market buyouts of companies 1. Build long-term sustainable valued between €200 million and €1.5 billion businesses, delivering attractive returns to investors Operations 2. Small mid-cap buyout and growth capital investments in companies in a responsible manner in 11 global valued up to €200 million cities to serve 2. Apply rigorous governance investors in standards to the operation over 20 3. Growth capital investment in companies using digital technologies of the Firm and portfolio, countries to achieve transformational growth ensuring management Amsterdam 4. Private debt lending to European middle-market companies structures facilitate Frankfurt transparency and accountability Istanbul London What we like to invest in 3. Ensure strong ESG principles are incorporated into the Luxembourg — Companies where significant value can be created under our ownership Firm’s investment disciplines Madrid who are capable of exploiting our know-how and reach for acquiring new businesses New York — Market-leading growth companies with ‘buy and build’ and operational and during the Fund’s improvement potential ownership Paris — Operating in a sector where we can encourage and exploit expansion San Francisco and growth potential 4. Encourage diversity and equality throughout the Shanghai — Companies ‘well positioned’ to consolidate a fragmented market through selective add-on acquisitions Bridgepoint workforce and Stockholm those of portfolio companies, and respect international How we achieve this standards on human rights — Deploying global sector teams who are locally based to inform our investment decisions as well as provide portfolio companies insight and 5. Provide adequate resources understanding of individual and cross-border markets to support the — Additional specialist skills available to advise on optimal capital structures, implementation of organisational performance improvement and best practice procurement Bridgepoint’s Responsible In numbers initiatives to achieve optimised cost control and management Investment Policy — Accelerated development of portfolio companies in Europe and in the Funds raised to date Funds under management Investments made in the last 10 years US and China — Providing additional funding for add-on acquisitions €31bn €19.3bn 114 — Investing responsibly through strong environmental, social and governance principles, both pre and post-acquisition

Add-on acquisitions made in the last People employed by Bridgepoint Jobs created by Bridgepoint portfolio 10 years portfolio companies companies in the last 10 years

Over 350 Over 80,000 Over 3,000

Bridgepoint 2019 Annual Review Bridgepoint 2019 Annual Review 10 Focus on six sectors Our investors 11

A blue chip investor base comprising public and private pension funds, asset managers, family offices, sovereign authorities and insurance companies around the world.

Business Services Consumer Financial Services Investors by type Investors by location Focus on companies with value-added or Interested in businesses harnessing and In the financial services sector, we divide our Bridgepoint has a blue chip investor base Bridgepoint has investors across the globe, differentiated service offerings operating benefitting from changes in consumer coverage into ‘technology’ and ‘services’. comprising public and private pension funds, asset with over 220 investors in over 20 countries in end markets experiencing favourable habits or preferences as well as managers, family offices, sovereign authorities and structural growth and where technology technology shifts affecting consumer Technology focus is two-fold: insurance companies around the world drives the ability to provide superior behaviour patterns: customer service or a “different way of — payments providers (merchant acquirers, working” leading to opportunities to — trend towards health and wellness ISOs, processors etc) outpace market growth. — application of technology to improve the — providers of software for the financial Pension funds Americas efficiency of consumer services and the services sector, across all sub-verticals 61% 61% Particular experience and interest in: structural increase in experiential and In the services segment, key areas of interest leisure spend include: — testing & inspection — brands with the capacity to broaden — specialist consultancy their appeal internationally — asset and wealth management: advice, — white collar outsourcing distribution, product development — education & training — insurance: underwriting, broking, outsourced services and software — specialty finance: leasing, specialty lending €2.0bn €2.4bn €700m invested in 16 deals over the last 10 years in 19 deals over the last 10 years in 7 deals over the last 10 years

Healthcare Manufacturing & Industrials Technology & Media Focus on opportunities for differentiated Interested in differentiated businesses with Focus on technology companies with: healthcare businesses operating globally robust technology, strong pricing power to the highest clinical and business standards and good growth prospects that will — segment leadership in three distinct areas: benefit from the support of our — products and services with international network: international appeal — services — large and identifiable growth potential — engineering — medtech (with high IP) — an entrepreneurial mindset — chemicals — pharmaceutical outsourcing & specialist — proven unit economics, resilience and products — aerospace sustainability — energy & power sub-sectors Fund of funds Europe — proven technology and accumulated IP 12% and/or proprietary data 31% In media, particular interest in:

— vertical application software but are Insurance opportunistic regarding horizontal and infrastructure software 10% — IT services, e.g. managed hosting, managed security, cybersecurity VARs and VADs — digital services such as B2B information, Sovereign wealth fund data & analytics, IoT 6% — sports content Endowment — rights management 4% Australasia Bridgepoint employees 4% 3% Bank Middle East €1.4bn €2.1bn €2.3bn Asset manager 2% 4% 1% Family o ce in 12 deals over the last 10 years in 11 deals over the last 10 years in 18 deals over the last 10 years 1%

Bridgepoint 2019 Annual Review Bridgepoint 2019 Annual Review 12 As I write this note 2019 feels like a different world given the turmoil being 13 caused by Covid-19. I expect that every company, regardless of ownership A message from our model, will be affected by the current crisis and in most recent times we have prioritised actions to support the people working in the companies in which we invest and in our own team. As a result of a strong year of managing partner performance during 2019, about which I’m pleased to report here, Bridgepoint and its funds went into the crisis in a strong position and is well equipped to weather the current storm. The last 12 months have been about using the full depth of business experience that we enjoy in our own team, and in the management teams that lead our portfolio businesses, to drive returns for our investors during a time of increased uncertainty in our markets and the wider world.

In 2019 Bridgepoint funds committed c.€3.5 billion to new Fund performance “Very good progress across investment, completed 27 add-on acquisitions and exited seven In reviewing the last 12 months, I am pleased to report very good investments, returning €3.7 billion to our investors – a record progress across all of our investing funds. Bridgepoint Europe VI, all of our investing funds” amount. During the year Bridgepoint’s fund investments also our current flagship buyout fund, is a €5.8 billion fund raised in collectively generated 8% and 9% year-on-year average revenue 2018. In 2019 it committed €1.8 billion in nine new investments William Jackson and EBITDA growth – an indication of the continuing strength of our and at the time of writing it had committed 50% of its capital to Managing Partner portfolio companies and of the skill generating continued long-term seven investments. Bridgepoint Europe V, a €4 billion fund raised value creation in what remains a relatively low-growth environment. in 2015, made its 16th and final platform investment in 2018. Importantly, over 2,000 net new jobs were created by portfolio Bridgepoint Europe IV, a fully invested fund which has committed companies during the year. 95% of its capital in 24 middle-market growth assets, completed its investment activity in 2014. By the end of 2019 the Fund had sold Investing in the current environment 19 of those investments at an average money multiple of 2.4x, The middle market, Bridgepoint’s primary focus, remains an having realised €1.7 billion of capital in 2019. Bridgepoint Europe IV attractive investment arena that is capable of delivering excellent now has a full exit pipeline in place to drive further capital returns in returns. Europe continues to be the home of numerous world- the next 12 months. leading domestic and exporting enterprises (accounting for fully one third of global exports) and supports a high quality spectrum of Bridgepoint Development Capital (‘BDC’), our lower mid-market middle market businesses operating within areas of compelling business, also had a very strong year: its current Fund BDC III made sector and geographic growth. three new investments – bee2link, Oris Dental, and Cyrus Conseil. This fund is now 76% invested and as a result in 2020 we will be In 2019 however we faced an economic environment characterised returning to market to raise a successor fund, Bridgepoint Europe IV, by modest global growth, as the economic cycle reached its later with a target of £1 billion. stages. While the potential for volatility remains high – not least as a result of the developing impact globally of the coronavirus and its Bridgepoint Growth, via its BG I Fund, has now completed six knock-on effect on individuals, workforces, businesses and supply transactions, two of which were in 2019: Market Halls and chains – the recent election in the UK, a key market for Bridgepoint, Mopar Media Group. brought a degree of stability and clarity to that market. Our private debt business, Bridgepoint Credit, also enjoyed a good In this context, our funds investment strategy continues to focus on year, committing €423 million of total capital across 20 deals in 2019, sectors and niches which have the potential to deliver growth and and is now invested in 32 companies via BC I, its inaugural fund. The strong returns irrespective of the economic environment. That Fund was originally seeded with capital from the Bridgepoint balance means in particular, but not exclusively, companies with business sheet and is now completing raising a successor fund, BC II, with a models focused on 21st century technology and those operating target of £750 million. across international markets.

Bridgepoint 2019 Annual Review Bridgepoint 2019 Annual Review 14 “…we never forget the responsibility 15 we have to the people that lie behind the capital managed by each of our investors, many of whom are public servants”

Revenue Growth European credit markets 2020: looking ahead After a slow start to the year, leverage finance volumes accelerated, 2020 has started with a challenge that will face all companies I thank my colleagues for their hard work, continuing commitment and enthusiasm. 2019 was a year of strong performance by the 19 +8% driven by supportive monetary policy and favourable macro worldwide: coronavirus. For all investment businesses like headlines. Consequently, total EMEA volumes were up 3% in 2019, Bridgepoint it is too early to quantify the potential impact on our Bridgepoint team and I remain confident that as we mark our 18 +14% with dynamic high yield issuance (+22%) compensating for a 12% people and the businesses in which we are invested. At the beginning 20th year of operations we can perform strongly again in 2020. 17 +10% decrease in the loans market. of the year, our investment pace remained steady despite a mixture of continued modest economic growth across Europe and the Finally, but most importantly, we never forget the responsibility we 16 +11% CLO issuance hit another record high in Europe and supply-demand continuing moments of political uncertainty and market volatility. have to the people that lie behind the capital managed by each of imbalance again created issuer friendly conditions. However, investors our investors, many of whom are public servants: teachers, remained credit selective due to cyclicality concerns, triggering That has now all changed: at a time when Covid-19 is posing a policemen, firemen and union members. As we manage their money EDITBA Growth differentiated pricings in both primary and secondary markets. serious threat globally, there is no doubt that all private equity funds we’re always mindful of the kinds of investments they would wish us will be affected. Our focus now is to protect our people, mitigate the to make with their retirement funds and, in particular, the way in which they would expect us to support over 80,000 colleagues in 19 +9% Bridgepoint’s Capital Markets Team took advantage of these effects on our portfolio companies and prepare them for the future supportive market conditions, raising €4.4 billion of financing through as well as plan for a time when we are able again to commit our companies owned by our funds whose contribution is fundamental 18 +13% 14 transactions, comprising €1.5 billion for new investments, €2.0 funds to these changing market conditions. to our success. That counts more than ever in this new world. 17 +13% billion of re-financings for existing investments and €900 million to fund growth for our portfolio companies. 16 +12% Bridgepoint focuses on investing in Covid-19 – Supporting each other, our middle-market businesses with Developing a diverse & inclusive culture communities & working together four distinct fund strategies: Our ability to develop the talent of our team members as well as Capital returned to investors attract new people is an ongoing focus for the Firm. During the — Bridgepoint Europe funds – our Bridgepoint is proactively supporting its people, its portfolio year we attracted 49 high quality new team members – which largest funds – invest in companies companies and their employees during these extraordinarily 19 means that Bridgepoint is changing as we absorb their new 3bn difficult and challenging times. We also expect to play an valued between €200 million and viewpoints and perspectives. 18 1.7bn important role ahead in providing new capital and strategic €1.5 billion; support to companies to enable the economies in which 17 878m In 2019 we put into action a number of new initiatives to reflect this — BDC, our lower mid-cap buyout and we work to return to growth and to protect and create jobs. 16 1.4bn drive, targeting in particular our industry’s long-term issue of gender growth capital business focuses on imbalance in investment roles. We continue to make good progress acquisitions in companies valued up Bridgepoint’s team has responded to the crisis by creating a in this area, with 27% of investment roles at Bridgepoint now held by £3 million Hardship Fund dedicated to frontline Covid-19 to €200 million; women – well ahead of the average for our sector but by no means relief causes in our local communities and in areas close to the end of our ambition. To further support this we continued our — Bridgepoint Growth, which makes our portfolio companies. The Bridgepoint Hardship Fund was successful annual Women’s Leadership Forum and the Women’s growth capital investments in the initially created by the Board contributing the equivalent to 20% Leadership programme which bring together women from across consumer, media, technology and of its members’ salaries for the full 12 months of 2020. It has the Firm to help them advance and develop their careers with us. business services sectors in since attracted significant contributions from our Partnership and broader team. The Fund is distributing donations, large companies using digital technologies In the year we also introduced a number of measures focusing on and small, via the Bridgepoint Charitable Trust, to causes to achieve transformational growth in the way we hire, train and develop our people as well as looking at identified by our international teams as well as by their end markets; and “…27% of investment the overall wellness of our team. I remain passionate about this individual team members. subject and have committed Bridgepoint, via its dedicated — Bridgepoint Credit, which specialises roles at Bridgepoint Diversity & Inclusion Committee, to ensuring it happens. in private debt lending to European We are proud that many of our portfolio companies have also now held by women” mobilised to contribute to the Covid-19 relief effort. middle-market companies By supporting each other and working together Bridgepoint, its team and our portfolio companies are committed to playing their part in the fight against Covid-19 by helping as much as we can where it matters most.

Bridgepoint 2019 Annual Review Bridgepoint 2019 Annual Review 16 17

bee2link Cherry Transaction size Bridgepoint Not disclosed representatives “A pioneer in the “One of the Nordic region’s bee2link is a provider of digital retail solutions Cherry is a European online gaming and Sector Christopher Bley digitalisation of automotive to the automotive industry in Europe. digital marketing group, acquired as a result Consumer Michael Davy oldest gaming companies, Mikael Lövgren retail businesses – its of a public-to-private transaction which saw Location with operations which solutions cover the entire A pioneer in SaaS digital platforms and the company de-listed by Bridgepoint from Stockholm Websites extend back to 1963” applications publishing, its software allows Transaction size Bridgepoint NASDAQ’s Stockholm exchange. comeon-group.com value chain and are global OEMs and car dealerships to digitise Not disclosed representatives Directors Itai Frieberger yggdrasilgaming.com their offering, optimises second-hand fleet Sector Thomas Moussallieh Cherry is headquartered in Sweden, with extremely popular with Morten Klein gamelounge.com vehicle management and automates the Business Services Olivier Nemsguern offices in the UK, Spain, Germany, Malta and leading global Vincent Micallef sales process, thereby enhancing customer Location Website Poland. It comprises three main divisions – manufacturers” conversion rates. For consumers, the Paris bee2link.fr/ ComeOn, Yggdrasil and Game Lounge – company’s software provides a fully whose products address three core business Directors integrated online and offline user journey, areas: online gaming, game development Xavier Cotelle offering pricing guidance and matching and digital marketing. Cédric Ligeron buyers to local dealerships. Gaetan Sprenger It is one of the Nordic region’s oldest tech Founded in 2012 and headquartered in businesses, with operations which extend Paris, the company has grown rapidly back to 1963. Over the past decade the Revenue as it seeks to continue its international business has built out its digital platform, Revenue development and is ambitious to become operating in both the B2C and B2B segments. a leading European player. € m Bridgepoint made a growth capital SEK bn 18 investment in the business, taking a minority 3.5 stake through its small mid-cap business, Bridgepoint Development Capital. Employees Employees 88 989

Bridgepoint 2019 Annual Review Bridgepoint 2019 Annual Review 18 19

Kyriba Market Halls “Enabling CFOs and treasury “The popularity of multi- Kyriba is the global leader in cloud treasury Market Halls is a UK-based food hall group executives to be more agile and finance solutions, headquartered in Paris operating ‘single site, multi-vendor’ venues. vendor dining is being and efficient in managing and San Diego and has a global footprint Each location offers the consumer a range driven by consumers their global cash and with additional offices in New York, Rio de of on-trend, high-quality and value for seeking new dining Janeiro, London, Minsk, Tokyo, Singapore, money food and drink options in an liquidity” Shanghai, Hong Kong and Dubai. Its attractive setting. These multi-vendor sites concepts and greater products are used by more than 1,600 provide an alternative to traditional casual choice” clients, with 65,000 active users in more dining options. A typical Market Halls site than 100 countries. has up to 12 different food offerings and one or two bars. Its cloud-based software allows CFOs, Transaction size Bridgepoint Transaction size Bridgepoint treasurers and financial professionals to Not disclosed representatives Not disclosed representatives Single site, multi-vendor dining is a fast- improve financial controls and increase emerging category globally, driven by Sector Raoul Hughes Sector Shakira Adigun-Boaye productivity across their cash and liquidity, consumers seeking new dining concepts Technology & Media David Nicault Consumer Duncan Calam payments, supply chain and risk and greater choice. The UK market is Andrew Sweet Website management operations. Its products help Locations Location relatively underdeveloped and therefore Website markethalls.co.uk/ customers to reduce costs by automating Paris UK offers significant growth potential. Market kyriba.com/ Revenue processes, fortifies systems against San Diego Directors Halls offers customers excellent value for Revenue cybercrime, assists with compliance and Directors David Hodkin money and choice and as a result its sites unlocks working capital to help fuel growth. Herve Cotourier Andy Lewis-Pratt appeal to a broad range of consumers. Tom Gavin $ m The acquisition by Bridgepoint will Jean-Luc Robert The majority investment in the business £ m 149 accelerate innovation and growth of its was made by Bridgepoint Growth. 13 enterprise platform and invest in further product innovation, enhance its customer Employees support and drive expansion of its open Employees partner ecosystem. 755 100

Bridgepoint 2019 Annual Review Bridgepoint 2019 Annual Review 20 21

Miya Water Transaction size Bridgepoint Mopar Media Group “Investing in businesses Not disclosed representatives “Benefitting from Miya is a global water operator with a Sector Davy Beaucé Mopar is a fast-growing TV production with a successful track long-term track record of significantly Manufacturing & Industrials Xavier de Cillia company based in Stockholm. It produces increased demand for Héctor Pérez record that contribute improving water distribution efficiency. It is Location high quality drama series for leading Nordic drama content which is to the sustainability of the leading private operator of water Madrid Website and international commissioners, primarily being driven by the distribution in Portugal (via its largest division, miya-water.com operating in the fast-growing online natural resources while Indaqua) and a global provider of Directors subscription video on demand segment structural trend towards meeting the demands of comprehensive integrated water efficiency Christophe Gammal where it is well positioned to capitalise on consuming media Amit Horman a growing population” solutions to public and private utilities. the structural shift towards the consumption content online” Nicolas Poncelet of media via online channels. The company was created in 2008 to provide water efficiency solutions to utilities The company founders are seasoned, worldwide in order to reduce the amount of Transaction size Bridgepoint proven industry executives with deep water lost between production and Not disclosed representatives networks in relevant commissioning and distribution to the end user. It has designed creative landscapes and a multi-decade Sector Ann Dahlman and implemented more than 150 track record of success in the industry. Technology & Media Martin Janson comprehensive projects, improving legacy Anthony Rowland Bridgepoint’s majority investment provides networks of many utilities globally and Location funding to help Mopar market productions Website Revenue significantly reducing both physical and Stockholm to a wider international customer-base, Revenue moparstudios.com commercial losses in North and Latin Directors expand its network of commissioner America, Africa, Asia and the Caribbean. Sangeeta Desai relationships as well as to develop key Indaqua, a Portugal-based water concession William Diskay functions to support the business as it € m operator, has a portfolio of six water Jonas Fors scales up. SEK m 103 concessions and one public/private 162 partnership contract. The investment was made by Bridgepoint Growth. Employees Employees 683 5

Bridgepoint 2019 Annual Review Bridgepoint 2019 Annual Review 22 23

Oris Dental Transaction size Bridgepoint Qualitest Transaction size Bridgepoint Not disclosed representatives Not disclosed representatives “Our misson is to build the “Helping brands navigate Oris Dental is a private dental care provider Sector Johan Dahlfors Qualitest is the world’s largest pure-play Sector Kyle Johnston very best dental services in Norway with a nationwide portfolio of Healthcare Johan Gustafsson outsourced software testing and quality Business Services Xavier Robert a changing software Filippa Jernbeck platform for our customers dental clinics and laboratories and a strong Location assurance specialist. The company offers a Location Website landscape where delivering and colleagues” focus on quality, competency and Stockholm Website broad range of testing services across the London qualitestgroup.com a superior customer continuing professional development. orisdental.no software lifecycle, from establishing a Directors testing strategy at the outset, to designing Directors experience has become The Norwegian dental market is expected to Steinar Aasland a comprehensive programme and then Norm Merritt increasingly dependent continue growing supported by structural Tore Berset executing functional and user experience Chris Wilmot trends, including an ageing population and Lars Melkvik testing. Qualitest tests a wide range of on technology” increasing appetite for specialist treatments Eirik Salvesen software, including: mobile apps, including aesthetic and orthodontic work. customer interfaces or websites, and Oris Dental will continue to build on its ERP or support systems. position as a leading high-quality dental care provider in Norway with the ambition to grow Qualitest’s expertise lies in mitigating the both organically and through acquisitions. business risks associated with software releases as brands increasingly turn to The investment was made by Bridgepoint specialists to help them navigate a changing Revenue Development Capital. software landscape where delivering a Revenue superior customer experience has become increasingly dependent on technology and the threat of cyber-attacks and data breaches are NOK m ever present. With agile, DevOps, AI, and test $ m 668 automation changing how software is 207 developed and deployed, companies seek Qualitest’s help to increase release cycle Employees velocity and speed to market. Employees

The majority investment by Bridgepoint will enable Qualitest to grow market share by accelerating its global acquisition strategy, 515 strengthening its product development and 3,000 investing further in talent.

Bridgepoint 2019 Annual Review Bridgepoint 2019 Annual Review 24 Current investments 25

Portfolio company Date acquired Transaction size Revenue Fund Business Anaveo*1 2015 Not disclosed €75m BDC II Services bee2link*1 2019 Not disclosed €18m BDC III Cambridge Education Group 2013 £185m £55m BE IV Element Materials Technology 2016 Not disclosed $878m BE V FCG*1 2018 Not disclosed SEK 275m BDC III Groupe CIR*1 2017 Not disclosed €222m BDC III HKA*1 2017 $140m $197m BDC III Inspiring Learning*1 2016 Not disclosed £35m BDC II KGH Customs Services*1 2013 Not disclosed SEK 890m BDC I/II LOC Group*1 2013 Not disclosed £53m BDC II Qualitest 2019 Not disclosed $207m BE VI TüvTurk 2009 Not disclosed TRY268m BE IV Vermaat 2019 Not disclosed €300m BE VI Zenith 2017 £750m £439m BE V Consumer 5àsec*1 2017 Not disclosed €84m BDC III Azzurri 2015 £250m £306m BE V BURGER KING® 2017 Not disclosed £143m BE V BURGER KING® France 2018 Not disclosed €562m BE V Cherry 2019 Not disclosed SEK 3.5bn BE VI cruise.co*1 2016 £52m £210m BDC II Dr Gerard 2013 Not disclosed PLN 382m BE IV Fat Face 2007 £360m £240m BE III Groupe Thom 2010 €599m €704m BE IV Hobbycraft 2010 Not disclosed £190m BE IV 2 Vermaat Transaction size Bridgepoint Market Halls* 2019 Not disclosed £13m BG I Not disclosed representatives Peyman 2016 Not disclosed TRY411m BE V “Over 350 premium food and Private Sport Shop*1 2018 Not disclosed €95m BDC III Vermaat is the Dutch market leader in Sector Chris Busby Seraphine*2 2017 Not disclosed £27m BG I beverage locations across high-end catering and hospitality services, Business Services Jean-Marc Huët specialising in tailor-made hospitality. It Olivier van Riet Paap Smyk 2016 €247m PLN 1,498m BE V the Netherlands, including Location 1 provides premium outsourced catering Website The Dining Club Group* 2015 Not disclosed £23m BDC II restaurants, cafés and Ijsselstein 1 services to a variety of markets including vermaatgroep.nl/ Vitamin Well* 2016 Not disclosed SEK 2bn BDC III canteens” corporates, museums, hospitals and travel Director WiggleCRC 2011 £180m £316m BE IV hubs. The company operates over 350 Bilge Ogut Financial Moneycorp 2014 £212m £167m BE IV premium food and beverage locations Services Primonial 2017 Not disclosed €546m BE V across the Netherlands including restaurants, Healthcare Balt 2015 Not disclosed €117m BE V cafés and canteens and has a growing Care UK Residential 2010 £414m £362m BE IV presence in Germany. Diaverum 2007 Not disclosed €730m BE III HTL Biotechnology 2018 Not disclosed €60m BE V The company is the clear market leader in its Oris Dental*1 2019 Not disclosed NOK 668m BDC III domestic market and has a proven track Manufacturing DMC Power 2007 Not disclosed $36m BE III record of growth, both organic and via & Industrials Evac 2017 Not disclosed €182m BE V acquisitions. In a fragmented European Flexitallic 2013 €450m $174m BE IV market which is underserved by larger Miller Homes 2017 £655m £831m BE V Revenue groups, the acquisition by Bridgepoint will Miya Water 2019 Not disclosed €103m BE VI provide the Vermaat platform with the Rovensa 2016 €456m €355m BE V resources and international reach to further Safety Technology Holdings 2018 Not disclosed $209m BE V develop its German presence and to enter Technology BigHand*1 2012 £48m £33m BDC I/II new markets across Europe. €300m & Media Calypso 2016 Not disclosed $222m BE V Dorna 2019 Not disclosed €392m BE VI Elgin*2 2018 Not disclosed £3m BG I

Employees Kyriba 2019 Not disclosed $149m BE VI Mopar Media Group*2 2019 Not disclosed SEK162m BG I MVF*1 2015 Not disclosed £107m BDC II Network Digital Marketing*2 2018 Not disclosed £8m BG I PEI Media*1 2018 Not disclosed £49m BDC III 2,688 Web Financial*2 2017 Not disclosed €23m BG I *1. Denotes a Bridgepoint Development Capital investment *2. Denotes a Bridgepoint Growth investment Bridgepoint 2019 Annual Review Bridgepoint 2019 Annual Review Investing beyond 26 Investing beyond Responsible investing 27 financial returns

Sustainability & responsible investing

Understanding our responsibilities Our ESG We have built responsible investing principles into our work and business practices as we recognise that being a responsible principles investor is good for business and has a positive impact on society. A Responsible Investment policy defines our approach to ESG and its integration across our Firm and its investment activities. Its implementation is overseen by an ESG Committee which comprises senior members of the team and is led by the chairman of our Advisory Board. A dedicated in-house ESG team is responsible for coordinating ESG activities across the Firm on a day-to-day basis. “We’re always mindful of the kinds of investments our Our ESG framework is underpinned by a core set of environmental, social and governance (‘ESG’) principles that we believe will enable us investors would wish us to to generate returns for our investors in a responsible manner and that 1 2 make with their retirement are in the best long-term interests of all our key stakeholders. Build long-term sustainable Ensure strong ESG principles funds and, in particular, the businesses, delivering are incorporated into the It enables us systematically to integrate ESG factors into our business way in which they would attractive returns to investors Firm’s investment disciplines and investment decision-making, from pre-acquisition due diligence in a responsible manner for acquiring new businesses through to active ownership and ultimate realisation. It closely aligns expect us to behave and and during the fund’s ownership support over 80,000 with industry-specific best practice developments and standards set by the United Nations Principles for Responsible Investment (‘PRI’). colleagues in companies We also endorse the recommendations of the Walker Guidelines on owned by our Funds” greater disclosure and transparency in private equity. 3 4 5 Apply rigorous governance Encourage diversity and equality Provide adequate resources to standards to the operation of throughout the Bridgepoint support the implementation the Firm and portfolio, ensuring workforce and those of portfolio of Bridgepoint’s Responsible management structures facilitate companies, and respect international Investment Policy transparency and accountability standards on human rights

“As an active owner we support and collaborate with our portfolio company management team on ESG matters”

Bridgepoint 2019 Annual Review Bridgepoint 2019 Annual Review 28 Our investments Our investments 29

How we integrate ESG into our work After we have made an investment Our ESG framework enables investment teams to identify and As active owner we support and collaborate with our portfolio analyse company-specific value creation opportunities as well as company management teams on ESG matters. Activities range Safety Technology Holdings material ESG issues throughout the investment lifecycle. It also from guiding management on how to develop appropriate ESG Miya Water provides the structure to implement requisite standards of corporate policies and related KPIs, to facilitating ESG best-practice knowledge Commitment to excellence in governance at the fund’s portfolio companies and the channels sharing across the portfolio. This includes reporting non-financial Ensuring an abundance of human resources practice through which we communicate non-financial performance information to better reflect the positive social impact of our fresh water through integrated information to our investors. investments. For example, we report on promotion of gender water solutions STH, the global market leader of highly diversity, contribution to local economies by generating taxation engineered, mission-critical safety test and income and new employment, reduction in carbon and ESG is at the heart of Miya’s business strategy. measurement products, has been awarded the Before we make a new investment environmental impact and fair pay. It was founded with the vision of ensuring that 2019 ‘Best and Brightest Companies to Work Investment teams are responsible for appraising material ESG factors everyone, everywhere has access to an for in the Nation’. STH is committed to investing as part of the due diligence process, which typically starts during early In 2019 we held portfolio-wide webinars to raise awareness on abundance of fresh water through the efficient in its employees, providing regular training as transaction screening (before the opportunity progresses to an topics such as single-use plastics as well as completing a cyber management of existing resources. As a world part of the group’s professional development Investment Advisory Committee (‘IAC’)). security review across all Bridgepoint funds. We also issued new leader in water efficiency projects and water programme, and has implemented a wellness ESG guidelines to portfolio companies defining our expectations of operations, its services have benefited programme for employees, all of which have All pre-investment proposals submitted to our IAC prior to making a the ESG best-practices and standards we expect of them. communities all over the world. For example, in contributed to strong levels of employee formal commitment include an analysis of ESG matters summarising any key issues and recommendations. A senior partner on the IAC is Manila, Philippines, over 2.5 million residents have engagement. The award identifies and honours All Bridgepoint portfolio companies are expected to assign ESG responsible for signing off each ESG submission. External ESG obtained access to fresh water for the first time. organisations that display a commitment to responsibilities to the Board and to implement appropriate ESG advisers are typically engaged by the investment teams to support excellence in their human resource practices policies, risk management and reporting processes. Portfolio them in completing their analysis. and employee enrichment. company boards are also expected to review ESG performance regularly with the Bridgepoint Board representative responsible ESG assessments review a company’s individual circumstances, to ensure that it fulfils its responsibilities and provides support sector and geography. Key areas of focus typically include anti- as necessary. corruption (‘ABC’) measures (a standalone ABC review is conducted on all transactions by external legal advisers), environmental and Once a company has come into the Bridgepoint portfolio, health and safety compliance, HR practices including gender and investment teams, in consultation with our ESG team, work with diversity, land contamination, supply chain management, resource management to review the existing ESG framework and to develop usage and efficiency (e.g. energy, water, waste) and data protection. a company specific ESG roadmap. This roadmap details key value creation initiatives, any necessary remedial actions, responsibilities and timeframes, and KPIs to track progress.

PEI Media ESG monitoring Element Materials Technology Minimising the environmental Monitoring of ESG performance across the portfolio is an integral Putting safety at the heart of part of our ESG framework. During 2019 we completed the impact of its conferences integration of a new cloud-based ESG monitoring tool into our company values and culture PEI’s event portfolio is a significant source of existing financial monitoring system. Subsequently, 58 companies to drive sustainable growth environmental impacts. In 2019 PEI offset the were included in our annual portfolio-wide review. At Element, one of the world’s leading emissions caused by travel and independent providers of testing, inspection accommodation of attendees to the Any material incidents are reported to the portfolio company board and certification services to a diverse range of Infrastructure Investor Global Summit, its largest and Bridgepoint. Additionally, ESG matters are reported to our industries, safety is its number one brand value. event, as well as the venue’s consumption in Portfolio Management Committee as part of the Firm’s regular It has implemented several industry best terms of water, heating and catering. A footprint monitoring of portfolio investments. practice safety initiatives across its 195 of around 1,100 tonnes of CO was 2 laboratories, employing more than 7,000 compensated by targeted investments in people to maintain a strong safety culture. certified climate protection projects. PEI also It holds an annual ‘Global Safety Week’ eliminated single-use plastics across the comprising dedicated time for every employee business and has moved to more sustainable focused on improving safety practices as well packaging for its magazines. as safety-related training. The time spent on such training conducted during the week is equivalent to an estimated 15 FTEs on an annual basis.

Bridgepoint 2019 Annual Review Bridgepoint 2019 Annual Review 30 Bridgepoint giving 31

Bridgepoint supports many charitable organisations in the countries and local communities where it operates – investing time, expertise as well as the financial resources to make a difference.

Bridgepoint Charitable Trust Our charitable foundation – Bridgepoint Charitable Trust (‘BCT’) – was formed and funded by the Firm and its employees. Its aim is simple: to provide support to those charities nominated by our teams across the Bridgepoint network and considered by our trustees who are drawn from across the Firm.

Our preference is to provide restricted funding so that our donations to charities are used for specific purposes or projects where our involvement can make a difference. BCT also matches the fundraising efforts of individual team members and supports charities sponsored by companies with whom we work. Billion Oyster Project Coup de Pouce Clé Dandelion Time United World Schools This is a marine restoration and In France, Coup de Pouce Clé works to fight Set on a 40 acre farm near Maidstone in This is a UK-based charity which provides Since it has been established, BCT has environmental education organisation with against early failure at school. The charity Kent, in the UK, Dandelion Time helps and education to isolated communities who do committed over £2 million to charities in two aims: to restore one billion live oysters aims to improve the literacy and numeracy educates children with various behavioural, not receive the benefit of government France, Germany, Poland, Spain, Sweden, to New York harbour by 2035 and at the of children by running after-school clubs for educational and emotional needs, by education systems, typically in the Far East. Turkey, the UK and the US. In 2019 these same time to engage and educate students small groups of children, predominantly in providing therapeutic and developmental It does this by building schools in remote included Billion Oyster Project in New York, in the city’s middle and New York Harbour deprived areas. Based on scientific research, activities for children and their families within communities and entering into partnerships Coup de Pouce Clé in France, Dandelion schools about the importance of the charity programmes are both children a sustainable farm environment. The aim is with local communities and local education Time in the UK, and United World Schools a functioning ecosystems. and parent-focused in order to develop an to help them overcome their difficulties and authorities to provide local teachers and UK-based charity working in Cambodia. ecosystem encouraging children to read to give them the greatest chance for a more government teachers who can It will achieve this by restoring oyster reefs and write. Coup de Pouce Clé therefore positive future. The children Dandelion Time communicate with the local population. and harnessing the powerful ability of stimulates the development of children’s typically helps are under 15 years of age and oysters to filter nitrogen pollution from the cognitive and soft skills (motivation, come from disadvantaged families where BCT’s donations have enabled UWS to build water and thereby create a habitat for self-confidence, and pleasure in reading) as the child is experiencing serious emotional a school in Sdao in Northern Cambodia hundreds of marine species. The charity also well as giving parents the keys to support or behavioural difficulties, often arising which is now fully operational, with over 260 believes that direct engagement and their children. from traumatic events such as physical, school children and six teachers. They have interaction with wild animals and functioning emotional or sexual abuse, neglect or also more recently built a second school in ecosystems has a transformative effect on Our donation is funding new clubs in towns domestic violence. Prey Khiev Khang Kert, a remote village young people. 6,000+ students to date in throughout France. located in Mondulkiri, in Eastern Cambodia. New York City have monitored oyster and BCT agreed to fund the charity to support This has 130 primary aged children (with a harbour health as part of their education. www.coupdepouceassociation.fr the ongoing treatment of children at the further 50 within three years of its opening) Kent site. This is funding its Transition and employs two teachers and a librarian. www.billionoysterproject.org Programme which is designed to prepare children who are at risk from school www.unitedworldschools.org exclusion for the transition to secondary education.

www.dandeliontime.org.uk

Bridgepoint 2019 Annual Review Bridgepoint 2019 Annual Review 32 How we manage 33 our business

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

Bridgepoint 2019 Annual Review Bridgepoint 2019 Annual Review 34 Offices

Amsterdam New York Honthorststraat 16 H 10 East 53rd St. 1071 DE Amsterdam 28th Floor The Netherlands New York, NY 10022 Tel: +31 (0) 20 280 3100 USA Tel: +1 212 324 5200 Frankfurt Neue Mainzer Straße 28 Paris 60311 Frankfurt am Main 21 Avenue Kléber Germany 75116 Paris Tel: +49 (0) 69 210 877 0 France Tel: +33 (0) 1 70 22 53 00 Istanbul Vişnezade Mahallesi San Francisco Suleyman Seba Caddesi One Embarcadero Center BJK Plaza no:48 Suite 3810 A blok 9.kat D:93-94 San Francisco, CA 94111 Akaretler/Istanbul USA Turkey Tel: +1 415 900 1000 Tel: +90 212 310 8252 Shanghai London 21F Unit 2103-1205 95 Wigmore Street Shanghai One ICC London W1U 1FB 999 Huaihai Road (Middle) United Kingdom 200031 Shanghai Tel: +44 (0) 20 7034 3500 China Tel: +86 21 6193 7688 Luxembourg 2, avenue Charles de Gaulle Stockholm L-1653 Luxembourg Mäster Samuelsgatan 1 Tel: +352 26 47 56 111 44 Stockholm Sweden Madrid Tel: +46 (0) 8 545 168 20 C/. Rafael Calvo 39A-4º 28010 Madrid Spain Tel: +34 91 702 24 90

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

Bridgepoint 2019 Annual Review Bridgepoint 2019 Annual Review Annual 2019