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Arkios

Where Finance meets Corporate Strategy

Arkios Italy S.p.A.

Milan, London, Dubai, Stockholm, Beijing, Berlin, Madrid, Mumbai, Houston, Tel Aviv, Singapore, Melbourne

Alongside the Entrepreneur

Arkios Italy S.p.A. is an Independent Advisor boutique specialized in providing M&A advisory and strategy consultancy services, and raising Equity and Debt capital for middle-sized companies. Arkios has distinctive competencies and in-depth expertise in both corporate finance and strategic consultancy Arkios Italy S.p.A. is Equity Partner with Borsa Italiana and London Stock Exchange in the project ELITE

Arkios Italy

Table of Contents

• 2. Track Record
• 3. About Us
• 1. Arkios Italy
• 4. Management Team
• 5. Why an Advisor

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• 1. Arkios Italy

Arkios Italy

• 1. Arkios Italy

Arkios Italy is an Independent Advisory Firm specialized in providing Consultancy services for M&A operations Dedicated to support Italian Small and Medium (SME) size companies when seeking investors and raising equity capital Strongly focused on the ‘industrial’ aspects of the deal, with high knowledge of Financial strategy

Arkios Italy is an Independent Advisor focused on delivering a full-range of corporate finance services to its clients : M&A Advisory, Strategy Consultancy, Equity and Debt Capital increase, IPO and Minibond issues for Medium-sized companies. Arkios Italy has closed around 50 M&A transactions since 2009. Based on Thomson-Reuters Report, Arkios is ranking as 1st M&A Independent Advisor and 8th in Italy in terms

• f number of closed transactions, before major Investment Banks such as Credit Suisse, UBS, Morgan Stanley

as well as other Italian independent advisors like K-Finance, Ethica Corporate Finance, DVR Capital. Arkios Italy thanks to its partnership with Borsa Italiana and London Stock Exchange in the ELITE project and its international network Arkios Ltd., which include 12 offices in the main financial hubs (in particular UK, China, EUA, Germany, US, India and Israel), is well positioned to assist clients both in Italy and abroad. Arkios Italy works as an Advisor both on the “Buy-side” and on the “Sell-side” (hence, Arkios supports both sellers and acquirers) as well as in IPO projects by supporting companies who intend to be listed on the Stock Exchange. Arkios Italy boasts a ‘preferred’ and long-term relationships with the main Private Equity Funds, which are focused on small and medium size enterprises, with a geographical reach both Italian and International. Our focus is to give a full corporate advice to small and medium size enterprises, listed and not listed, developing strategies to maximize the value of each deal. Our Partners have a consolidated know-how in M&A deals, Corporate Finance, Equity & Debt capital increase, extraordinary operations and strategic consultancy, in addition to administration and legal assistance.

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Arkios Italy

• 1. Arkios Italy

Our Offices

Milan Houston Beijing London Tel Aviv Berlin Stockholm Melbourne Singapore Dubai Madrid Mumbai

Arkios has an established international presence, with a network of offices in 12 countries, covering Europe, Asia and America.

• Milan
• London
• Dubai
• Stockholm
• Beijing
• Berlin
• Madrid
• Mumbai
• Houston
• Tel Aviv
• Singapore
• Melbourne

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Arkios Italy

* Independent Advisor: being not a part of a Bank Group and/or Auditing Group

Arkios Italy S.p.A., with 17 M&A transactions in 2017 and based on Thomson-Reuters Report, is: 8th Advisor in absolute terms in Italy 1st Independent Advisor* in Italy

• n the M&A Mid-Cap segment (transaction with EV up to 500 M€)

in terms of successfully closed transactions Arkios Italy competes with international and prestigious players such as Rothschild, Lazard, Mediobanca and Banca IMI, placing itself as the 1st Independent Advisors Preceding blazoned international players such as BNP Paribas, Credit Suisse, UBS, Morgan Stanley, Goldman Sachs, J.P. Morgan, and Italian Independents ones like Ethica, K Finance, DVR Capital and international advisory firms such as Alantra, Lincoln International, etc. Arkios Italy S.p.A. is Equity Partner of Borsa Italiana and London Exchange for the ELITE project On November 2015, Arkios Italy was awarded with “M&A Team

• f the Year” at the Financecommunity Awards
• 1. Arkios Italy

The leading Italian M&A Independent Advisor, based on Thomson-Reuters reports

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Arkios Italy

• Full assistance & Structuring of M&A deals (sell-side and buy-side)
• Research and selection of Financial Investors (Private Equity Funds, Investment Holding) and Industrial Investors (Industrial players

with available synergies to be leveraged on, Multinationals, etc.)

• Development – together with Customers - of an effective and real M&A strategy. Definition of how to maximize the enterprise value

and how to structure the operation

• Creation and prearrangement of all the information which are necessary to support the deal, including Economic, Financial, Strategic

analysis, as well as market positioning analysis and jointly drafting a sound Business Plan

• Constant support during the whole negotiation process by coordinating the counterpart due diligence advisors: among others the

Legal, Fiscal, Administrative consultants

• Support to listing on the Stock Exchange through IPO
• Analysis of the project feasibility, preparation of the IPO project, construction of the Equity Story and Business Plan
• Support in the selection of the team involved (NomAd, Global Coordinator/Broker, Specialist, legal, fiscal and accounting advisors)

and coordinating the whole team till the IPO

• Constant support to the management and shareholders in all IPO phases, among others by drafting presentations, analysis, focus
• n investment plan and by supporting the Nomad in the drafting of “Documento di Ammissione” as well as the Roadshow, together

with the Global Coordinator and the client

• Preparation of Listing Prospectus and “Documento di Ammissione”, definition of Business Plan and Equity Story
• Structuring of a Minibond issue: Preparation and drafting of the Prospectus, Valuation, Rating Attribution, Selection and

Choice of Collaborators/Underwriters, Allocation (Specialized funds and/or Banks), with the support of an integrated team of Legal Advisors /Rating Provider

• Debt Restructuring & Renegotiation: Management of Financial Distress situations, structuring of a business plan and

the related Financial structure, Integration of a M&A strategy, search of an Investor, in parallel with the process management

Arkios Italy pays great attention to the industrial value and the uniqueness of their Costumers Arkios Italy understands, creates, shows and communicates to selected investors the structure of the Operation in

• rder to

maximize the value: for the company and the entrepreneur

• 1. Arkios Italy

M&A: focus on the ‘Industrial value of the Customer – M&A, IPO and Debt Restructuring

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Arkios Italy

Finanza & Diritto – Interview to Cirani Sole24Ore – Arkios Advisor ILSA-Biolchim Bimbo Store – Giochi Preziosi - Artsana Corriere – TMC – Dandong Xintai Premiazione Financecommunity Awards Warren Buffet’s – Zephir PE Labellers – Pro Mach Group Inc.

• 1. What Newspapers and Media say about us

Arkios, an Independent among the Big ones of M&A

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• 2. Track Record

Arkios Italy

• 2. Track Record Arkios Italy – M&A

Aound 50 M&A deals from 2009 to date… with International and Italian Investors

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Arkios Italy

• 2. Track Record Arkios Italy

The Group SG acquired 100% stake of the Group CEV Holding, Italian player active in

• rganization and logistics of B2C events

Arkios Advisor of SG Holding

The German Group SQS AG acquired 90% stake of Double Consulting, a consulting compnay specialized in Financial Services

Arkios Advisor of Double Consulting

The Private Equity Fund Quadrivio acquired 60% stake of TFM Automotive & Industry S.p.A., one of main producers of highly- precision machined components for Automotive and Oil&Gas

Arkios Advisor of TFM Group S.p.A.

The American Group Pro Mach, Inc. acquired 100% of P.E. Labellers Group, the Italian leader in production of rotative and linear labelling machines

Arkios Advisor of P.E. Labellers

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Arkios Italy

• 2. Track Record Arkios Italy

Biolchim SpA acquired 60% of ILSA SpA, leader in development and production of special Fertilizers and Biostimulants for the ‘Crop Protection’

Arkios Advisor of ILSA S.p.A.

The Private Equity Europe Capital Partners VI acquired 100% of Industria Alimentare Ferraro, producer of Egg Pasta for Food Multinationals and Private Label

Arkios Advisor of Industria Ferraro

Marmon Holding Inc., a Warren Buffet’s Berkshire Hathaway Company acquired 100% of Zephir SpA Produttore Italiano di Locotractors

Arkios Advisor of Marmon Inc.

FOM Industrie SpA (Aluminum and PVC working machinery) acquired 40% of Graf Synergy SpA, producer of machines fo PVC frames

Arkios Advisor of Graf Synergy S.p.A.

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Arkios Italy

• 2. Track Record Arkios Italy

CABI acquired 100% of Taglio Robot Srl, a company specialized in design and production of Machinery of Robot Automation

Arkios Advisor of Taglio Robot Srl

Buffetti SpA acquired 100% of PA Digitale SpA, leader in the digitalization

• f process and documents for the Public

Administration

Arkios Advisor of PA Digitale S.p.A.

Dandong Xintai Electric Listed in China (300372.SZ) Acquired Assets of TMC Italia SpA Italian Cast Resin Transformer manufacturer

Arkios Advisor of TMC Italia S.p.A.

Capardoni 1947 acquired the absolute majority of Eurasia 2020 SpA, production and distribution company of accessories for auto and kids with Walt Disney brand and others

Arkios Advisor of Eurasia 2020 S.p.A.

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Arkios Italy

• 2. Track Record Arkios Italy

21 Investimenti Fund acquired the majority stake of Poligof SpA (Sales 100 Mio), European Leader in PVC backsheet film per for diapers/feminine hygiene

Arkios Advisor of Poligof S.p.A.

Greenled Industry SpA - Italeaf Group (NASDAQ-NDAQ: ITAL SDB), Gruppo Terni Energia acquired strategic assets of IBT Lighting

Arkios Advisor of Greenled S.p.A.

The Group Giochi Preziosi acquired from Quadrivio SGR the 100%-stake of Bimbo Store SpA, Retail Chain specialized in Early Childhood

Arkios Advisor of Bimbo Store S.p.A.

Sinergie, communication company B2B and B2C, and 101%, agency of digital production, created ISNT, a joint-venture active in web- marketing

Arkios Advisor of Sinergie

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Arkios Italy

• 2. Track Record Arkios Italy

The Group Giochi Preziosi acquired from Quadrivio SGR the 100%-stake of Bimbo Store SpA, Retail Chain specialized in Early Childhood

Arkios Advisor of Bimbo Store S.p.A.

Taraka TTP acquired Assets and the Brand of Parfumes et Sillages Sarl operating in the sector of Luxury Perfumes

Arkios Advisor of Parfumes et Sillages

CR Holding, controlled by LBO Italia, acquired GF SpA, leader in the control process automation in the Pharmaceutical sector Arkios Advisor of GF S.p.A.

A Group of Private Investors underwrote a capital increase in Eurasia SpA leader in the distribution of accessories for automobiles/kids Arkios Advisor of Investors

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Arkios Italy

• 2. Track Record Arkios Italy

Consorzio Alte Groane acquired the 100%- stake of Accisa S.p.A., company operating in the construction sector Arkios Advisor of Accisa S.p.A.

CEVICO Group acquired the 49%-stake in Medici Ermete, Winery leader in the production of top-quality Lambrusco Wine Arkios Advisor of Medici Ermete The Chinese Multinational Target Lighting acquires Fama srl, producer of components for furniture Arkios Advisor of Target Lighting ASO Siderurgica acquired 100% di Cromsteel Industries, leader player of Chrome Bars for hydraulic industry Arkios Business Advisor of ASO

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Arkios Italy

• 2. Track Record Arkios Italy

LBO Italia signed a Capital Increase in Doctor Dentist, a Retail Chain of Dental Clinical Centers Arkios as Advisor of Doctor Dentist SM Farmaceutici sold 100% of the Trieste Business Unit to Ukrainian investors, related to Yuria Pharm Pharmaceutical Group Arkios Advisor of SM Farmeceutici Greenfluff – treatment, conditioning, recovery and disposal of fluff Arkios as Advisor for Debt Restructuring Everlight - Multinational in the Lighting sector - acquired 100% of Ghidini Lighting, in the outdoor lighting sector Arkios Advisor of Everlight

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Arkios Italy

• 2. Track Record Arkios Italy

Everlight - Multinational in the Lighting sector - acquired 100% of Lucitalia, historic Decorative lighting company Arkios Advisor of Everlight Eurasia – leader in the distribution of accessories for auto/kids In procedure of Debt Restructuring Arkios as Advisor for Debt Restructuring Wipak Group, Division of the Wihuri Oy Group acquired 100% of Bordi Carlo, player in the Pre-Formed Flexible Packaging Arkios Advisor of Bordi Carlo Palladio Finanziaria has underwritten a Capital increase in the Group, player in the Management of Penny Arcades Arkios as Advisor of Real Games

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Arkios Italy

• 2. Track Record Arkios Italy

Quadrivio underwrote a Capital increase for the development in Bimbo Store, a Retail Chain specialized in Early Childhood Arkios as Advisor of BimboStore JV between CAP Divisione Servizi Infrastrutturali and VAR Group through cross participation of 5% Arkios as Advisor of CAP 100% sale of Animal – ID, a business branch of Demaplast, to the Swiss multinational Datamars S.A. Arkios Advisor of Demaplast S.r.l Capital Increase for the development by a group of investors in Boatyard Blu Martin Arkios as Advisor for the parties

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Arkios Italy

• 2. Track Record Arkios Italy

Sale of 70% (30% later) of Grattarola to a Private Investor Arkios as Advisor of Grattarola S.p.A Equilybra Capital Partner has acquired 20% in PSM - Advertising – New Media with € 4 M Cap. Increase. 1 sui Motori is today listed on AIM Arkios as Advisor of 1st SuiMotori Financing to the start-up of Prisma Energy Arkios Advisor of Evolution Investments Acquisition of the 100% stake of the specialized publishing house Dirittoitalia.it Arkios Advisor of Evolution Investments 21

Arkios Italy

• 2. Track Record Management Team – IPO & ECM

Management Team Arkios Italy Management Team Arkios Italy S.p.A.

June 2003 Initial Public Offer

Global Coordinator Sponsor

October 2003 Initial Public Offer

Global Coordinator Sponsor

November 2005 Initial Public Offer

Global Coordinator Sponsor

July 2008 Initial Public Offer

Global Coordinator Listing Partner

May 2006 Initial Public Offer

Financial Advisor Sponsor

June 2002 Initial Public Offer

Financial Advisor

May 2004 Initial Public Offer

Financial Advisor Sponsor

2002 Initial Public Offer

Financial Advisor Sponsor

Capital Increase

Financial Advisor Sponsor

January 2001 Initial Public Offer

Global Coordinator Sponsor

Capital Increase

Financial Advisor Sponsor

Capital Increase

Financial Advisor Sponsor

January 2002 Offerta Pubblica di Acquisto

Global Coordinator

November 2001 Initial Public Offer

Global Coordinator Sponsor

December 2001 Initial Public Offer

Global Coordinator Sponsor

November 2000 Initial Public Offer

Global Coordinator Sponsor

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Arkios Italy

Seller Buyer

Deal

IPO,Value = € 1 Bln. Business Due

• Diligence. Partner: Mediobanca

and Lazard Acquisition of 100% of Domino Research Acquisition 100% DWI Rise of capital: Financial Advisor and Sponsor Rise of capital: Financial Advisor and Sponsor Rise of capital: Financial Advisor and Sponsor

Seller Buyer

Deal

IPO: Financial advisor and Sponsor IPO: Financial advisor and Sponsor IPO: Financial advisor IPO: Global Coordinator and Sponsor

Seller Buyer

Deal

Rise of capital: Financial Advisor and Sponsor Rise of capital: Financial Advisor and Sponsor Acquisition 100% of PharmaSoft Acquisition 100% of Finanza & Gestione IPO: Global Coordinator and Listing Partner

Seller Buyer Deal

Seat PG. Acquires 100% of Consodata through OPA Value of Deal = € 450 Mln Auction sale for buying 100%. Equity capital worth € 130 Mln Hal Investments -> Audionova Group Value of Deal = € 18 Mln Invest Industrial acquires 80% of Castaldi Illuminazione. Value of Deal = € 18 Mln Consodata acquires 100% Pubblibaby SpA from shareholders Auction sale for 100% of Buffetti

• Group. Offer = € 73

Mln

• 2. Track Record

Management Team Arkios Italy

Seller Buyer Deal Seller Buyer Deal Arkios Partners have a consolidated experience in M&A and financial

• perations

They have assisted and closed Large Deals either for small and medium size enterprises

• r for Top groups which

are listed on the Stock Exchange We are characterized by

• ur particular attention

to the industrial value of each operation, by our strong human relationships and by our deep understanding of the firm strategic goals and the Customers’ needs

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• 3. About us

Arkios Italy

• 3. About us…

Financialcommunity Awards 2015: Arkios Italy Team M&A of the Year

Arkios Italy rewarded as the emergent M&A Team of the year at the Financecommunity Awards 2015

Arkios Italy is rewarded as the emergent M&A Team of the Year at the Financialcommunity awards 2015, in an event with the participation of more than 600 people in the splendid scenario in the Museo Diocesano in Milan The great participation and the success of such an event are a tangible signal that the Financialcommunity Awards, created to reward the excellences in the financial sector, are an Award aspired by everybody Participation at the Financecommunity Awards 2015 25

Arkios Italy

• 3. About us

BeBeez – PE Labellers-Pro Mach Group Inc. Milano Finanza – Cirani, important mandates Sole24ore – Warren Buffet/Arkios Sole24Ore – ILSA-Biolchim Financecommunity – Ferraro Sole24Ore – ILSA-Biolchim Polimerica – PE Labellers-Pro Mach

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Arkios Italy

Finanza & Diritto – Cirani’s interview Borsa Italiana – Arkios Advisor ASO Graf Synergy –FOM Industrie Bimbo Store – Giochi Preziosi - Artsana Corriere – TMC – Dandong Xintai Premiazione Financecommunity Awards

Financecommunity: Warren Buffet’s – Zephir

• 3. About us…

Arkios, an Independent among the Big ones of M&A

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Arkios Italy

• 3. About us…

Sole24ore - Bimbo Store - Preziosi Bimbo Store -Preziosi Corriere Sera - Bimbo Store Milano Finanza - Poligof Corriere Sera - Bimbo Store Corriere Sera - Bimbo Store Sole24ore - Bimbo Store - Preziosi Corriere Sera – Poligof /21 Investimenti Financecommunity – Poligof /21 Invest. La Tribuna di Treviso – Poligof

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Arkios Italy

Borsa Italiana - ASO FinanceCommunity – GF SpA - LBO Borsa Italiana – ASO Sole24Ore – ASO Finanza & Diritto – Video interview to Paolo Cirani Giornale di Brescia - ASO Il Piccolo – SM Farmaceutici Reggionline – Medici Ermete Gazzetta di Reggio – Medici Ermete

• 3. About us…

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Arkios Italy

• 3. About us…

Sole24ore - Bimbo Store MF - Bimbo Store Corriere Sera - Bimbo Store Libero- Bimbo Store Il Mondo - Bimbo Store Sole24Ore Finanza & Diritto - Bimbo Store Comunicato Stampa – Doctor Dentist

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Arkios Italy

La Libertà – Bordi/Wipak Finanza & Diritto – Bordi/Wipak La Libertà – Bordi/Wipak European Plastic News –Bordi/Wipak Polimerica –Bordi/Wipak Packaging Europe–Bordi/Wipak Wipak – Press Release

• 3. About us…

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Arkios Italy

La Libertà- Demaplast Press Release - Demaplast Finanza & Diritto - Demaplast Demaplast Giornale di Lecco - Grattarola Milano Finanza Giornale di Brescia - Ghidini Finanza & Diritto – Lucitalia Finanza & Diritto – CAP-Var Group

• 3. About us…

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• 4. Management Team

Arkios Italy

• 4. Management Team

THE ARKIOS ITALY TEAM

• Paolo Cirani – CEO & Founder
• Paolo Pescetto – President & Founder
• Alberto Della Ricca – Managing Partner
• Andrea Orsi – Partner & Relationship Manager
• Deborah Setola - Director
• Gabriele Rollo – Director
• Massimo Giacomino – Director
• Hong Hong – CFO & Associate
• Stefano Buffoni – Sr. Analyst
• Angelo Facciolo – Sr. Analyst
• Simone Lo Giudice – Sr. Analyst
• Alberto Brenna - Analyst
• Egidio Di Alberto – Relationship Manager
• René Lundmark – Relationship Manager
• Elisa Panaro – Relationship Manager
• Paolo Castelli – Director/Industry Expert
• Jean Wang – Partner (Pechino)
• Panayiotis Hadjiandrea – Industry Expert

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Total headcount is around 25 people, Junior People and Staff are not included in Management Team

Arkios Italy

• 4. Management Team

Paolo Cirani

Paolo Cirani

CEO

Paolo boasts more than 8 years of senior M&A experience as CEO and Founder of Arkios Italy, and as Business Development & M&A in Seat Pagine Gialle Group (PG.MI), with the task of developing and re-launching the Direct Marketing Division, dealt with the acquisition of the listed Consodata S.A. (now belonging to the Acxiom Corporation: NASDAQ: ACXM – value of the operation € 450 million), and the acquisition of several other companies He assisted to several M&A operations, either within the Seat PG Group, or as Advisor of several Private Equity Funds. Supervising all phases form selection of targets, due diligence management, until negotiation and signing Before these experiences Paolo had 10 years experience in Strategic Consulting (Gemini Consulting and Ernst & Young), and he has subsequently covered relevant management roles in different Groups, as Business Development manager He also covered the CEO role of a service company He has been working along with entrepreneurs for years, supporting them during the most important strategic choices, from the research of investors/partners to complex corporate operations. He is particular mindful of Entrepreneurs’ needs and the ‘industrial value’ of the operations Business & Finance Degree, studied in Italy and in Netherlands

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Arkios Italy

• 4. Management Team

Paolo Pescetto

Paolo Pescetto

President

University Professor of Business Strategy at MIP (Milan Polytechnic School of Management) and Genoa University More than 15 years of experience in Strategy Consulting, mainly with The Boston Consulting Group and with Value Partners (Italian spin-off of McKinsey), with a consolidated experience in Private Equity. Assisted to several deals, acting on behalf of the major Italian and European Private equity Funds. Among them the acquisition of MAC (value of the operation 130 M€), Castaldi Illuminazione (22 M€), Audionova (18 M€) Exclusive advisor for Evolution Investments S.p.A, a Milan based luxury holding with investments in France and Italy Previously CEO of a medium size firm, he has been working along with Entrepreneurs, supporting them during the most important strategic choices, from the research of investors/partners to the achievement

• f complex corporate operations

Paolo has a solid experience in corporate deals, and he deals with – for many SMEs – restructurings aimed at searching investors and to maximize the enterprise value for the Owners Graduated in Business Economics at Bocconi University, he also works as Chartered Accountant and Auditor, being auditor in important enterprises

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Arkios Italy

• 4. Management Team

Alberto Della Ricca

Alberto Della Ricca

Managing Partner

Alberto is in Arkios Italy since 2010 and Partner since 2011 Previously he worked for 10 years at Interbanca, the Investment Bank of the Banca Antoveneta Group (former ABN Amro), where he took part of many Corporate Finance operations, among which IPO of Acegas (a multi-utility company in Trieste), Banca Antoveneta, Sorin (medical technologies) and TerniEnergia (renewable energy), as well as operations of capital increase of some public companies: Banca Antoveneta, Fin.part (luxury holding), Intek (financial holding), Snia (chemical sector) and Tecnodiffusione (IT products) In these years he has assisted several companies, like SicurGlobal (private vigilance), Retelit (TLC

• perator) in particular attempting to acquire Metroweb (the optical fibre network in Milan, during the era
• f AEM’ ownership), Valvitalia (oil&gas systems), LPE (microelectronics industry), Volare Group (airways

company) and Olidata (IT products) He had some experiences at Banca Agricola Milanese (BPM Group), and Gestnord Intermediazione SIM Alberto is graduated in Business Management at Bocconi University, with major in Corporate Finance.

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Arkios Italy

• 4. Management Team

Deborah Setola

Director in Arkios Italy S.p.A. since 2018, active in the M&A and Equity Capital Market since 1997.In Arkiso she focuses on Food&Beverage, Fashion&Cosmetics, Furniture&Design and Chemical Industries. Previously she worked in several blazoned Investment Banks like HSBC, Donaldson, Lufkin & Jenrette, Credit Suisse (London base) and Banca IMI (Italian base) in the field of M&A and ECM. Recently, she gained extensive know how in the Distressed Finance area The main closed transactions during the Italian experience are the IPOs of Safilo (eyewear), Bologna Hera and Isagro (agrochemical), the Eni’s takeover bid on Italgas, Snam Rete Gas IPO (the largest deal in Europe in 2001) and Juventus F.C. IPO, including the sell side mandate of the distribution network of Edison to Clessidra Sgr, as well as advisory services to Teamsystem (software house), Stroili Oro and NCH. Other IPOs are Newron (biotech) and Autoroute du Sud de la France. Lately other deals were “concordato” (chapter-11 like procedure) of Sangalli Group (flat glass), ATI (steel), Busnelli (interior design) and Radaelli Angelo (isolation goods) and 2 buy side deals for Easypark Italia The main closed transactions in the London experience are the IPOs of Marcolin (eyewear), Finmatica, Saeco, Eni 5, Wanadoo (internet provider), as well as the aborted IPO of Prada and the secondary offer of Fresenius AG (medical care) and the sell side mandate of Socotherm (pipelines) Graduated in Political Economy with a major in Monetary Economy and Financial Markets at Bocconi

• University. She is also Chartered Account, Statutory Auditor and CTP at the Milan Court

Deborah is fluent in English and French and speaks some German and some Spanish

Deborah Setola

Director

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• 4. Management Team

Andrea Orsi Gabriele Rollo

Andrea Orsi

Relationship Manager

Graduated in Business Economics at Piacenza University, he has a long and attested experience as Relationship Manager. He attended a Master in Business Administration at MIP and different courses with AIFI. Since 2009 he is the Relationship Manager of Arkios Italy, and coordinates g a group of agents. In 2011 he became a Partner of Arkios Italy.

Gabriele Rollo

Manager

Graduate in Master of Science in Finance at Bocconi University, he is a Manager of Arkios. He has worked as a Consultant in Global Strategy, by carrying out Business Development, Turnaround and Business Due Diligence on behalf of the primary SMEs and Italian and Pan-European Private Equity Firms, mainly across Chemical and Pharmaceutical industry. He previously covered the role of Analyst in BNP Paribas and Associate in Compagnie Européenne de Développement, by working on several M&A deals in Italy and abroad (France, Poland, Brazil). Gabriele has consolidated skills and experiences in Financial Analysis, Business Analysis and Financial Modeling.

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Arkios Italy

• 4. Management Team

Massimo Giacomino Paolo Castelli

Degree in Economics & Business at University of Parma, Massimo matured a consolidated experience in advisory for M&A deals with particular focus on Mid Market. He has handles deals in different sectors, such as Fashion, Industrial and Business Services, by assisting family-run companies, industrial groups and financial players in domestic and international transactions, in acquiring competencies in financial and business analysis. Previously since 2000, Massimo worked with Cross Border, primary Italian independent financial consulting firm, where he participated to numerous Corporate Finance deals, among them: Ecotechnics Spa - Snap On (Automotive), Boccaccini Spa – Sator Private Equity (Fashion), Gruppo Diamont - Yarpa S.p.A. and LBO France (Industrial e Business Services), Millefiori Spa

• Assietta

Private Equity (Consumer) OML Morando Spa - Dynamic Technologies (Gruppo Raco) (Automotive). Pricipal in Arkios Italy since February 2015. Paolo has an extensive career by covering top management positions in large Multinationals, operating in different industries such as Oerlikon (SIX: OERL), Schlumberger, Italfarmaco, and from 1995 in the Saint-Gobain Group (CAC: SGOB), with different roles in Isover, Saint-Gobain Bituver Division. From 2004 he became as Managing Director of Flovetro (JV between Pilkington/Saint-Gobain). After these managerial experiences, he worked as General Manager/CEO for Moplast Spa and Ondaplast Spa, in the Plastic Industry. Paolo has also a deep experience in M&A, Corporate Finance and Finance Consulting, gained as Senior Partner in La Compagnia Finanziaria Merchant Bank Degree in Law, he obtained also a Master’s degree.

Massimo Giacomino

Director

Paolo Castelli

Director / Industry Expert

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Arkios Italy

• 4. Management Team

Hong Hong Egidio Di Alberto

Graduated with a Master of Science in Finance at Bocconi University Associate at Arkios since 2013 with extensive know how in the Financial and Business Analysis as well as Financial Modeling Born in China and fluent in Chinese, she studied in Italy and Canada

Hong Hong

Associate

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Egidio has gained nearly 20 years of experience in management consulting and general management in the areas of Communication, Media and Advertising. He worked in Accenture Strategy, from business analyst to senior manager and later held the role of general manager in a medium-sized Italian company specializing in digital marketing services. During the course of his career, he has worked on many business transformation and evolution programs, aimed at product/service innovation, entering new markets and improving operational performance in terms of efficiency and costs. In the numerous projects carried out and managed in Italy and abroad, he has consolidated business planning, analysis and economic-financial evaluations, direction and control of business units, business development and organizational transformation

Egidio Di Alberto

Business Relationship Manager

Arkios Italy

• 4. Management Team

René Lundmark Elisa Panaro

René Lundmark

Relationship Manager

René has over 5-year experience in the M&A industry, gained in Arkios and in 2 other advisory firms based in Lugano, Medigest SA and Gruppo Lombard Network, both focused on Start-up and SME segments At Lombard Network, René worked as Associate in the M&A Equity Advisory team, with exposure to business development activities (i.e. deal origination and Investor relations) and execution (i.e. document drafting). Thanks to this experience, he gained extensive know how in analysis of Business Model, Business Plan and Valuation (Enterprise/Equity Value) Previously, René worked in the HR industry, with focus on the human renting segment in the ICT industry, with client portfolio including Altran Italia S.p.A., Reply, Be Consulting. He also worked as auditor at PricewaterhouseCoopers SA, based on Lugano in the Financial Service team Graduated in 2007 at the Italian Swiss University, with a Master in International Relation at Cattolica University (Milano). He also participated to the Annual AIFI course on Investment on Risk Capital

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Elisa Panaro

Relationship Manager

Elisa graduated in Business Economics at the University

• f

Bari, she

• btained

a Master's in Administration and Management Control at the SDA Bocconi School of Management. In Arkios since 2019 where he holds the role of Relationship Manager in Central and Southern Italy. Previously she held the roles of controllers in the Real Estate sectors. She participated in the development and launch of brands in the field of fashion and design. Elisa is Italian mother tongue and is fluent in English.

Arkios Italy

• 4. Management Team

Stefano Buffoni Angelo Facciolo

Stefano Buffoni

• Sr. Analyst

Graduated in International Economics, Management and Finance at Bocconi University, Stefano has successfully completed a Master in Corporate Finance at SDA Bocconi School of Management developing afterwards a significant expertise in M&A and Debt Origination Previously, he worked as an Analyst at Siirtec Nigi, a primary Engineering & Construction company active in the Oil & Gas field, and as Project Manager for Dream Capital Partners, a financial advisory company specialized in Debt Origination and M&A transactions

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Graduated in Corporate Finance at Luiss Guido Carli of Rome, Angelos is in Arkios since Febraury 2019 with the role of Sr. Analyst, dealing in M&A and IPO transactions Previously he worked as a Consultant at Deloitte Financial Advisory, where in two years he gained significant experience in Valuation & Business Modeling

Angelo Facciolo

• Sr. Analyst

Arkios Italy

• 4. Management Team

Simone Lo Giudice Alberto Brenna

Alberto Brenna

Analyst

Graduated in Business Administration and Economics at Cattolica University of Milan, he subsequently

• btained a Master's Degree in Business Economics and Legislation at the University of Pavia. Alberto is in

Arkios since October 2018 and deals with market analysis, financial analysis and business analysis Previously he gained experience in Audit at PwC Italy, dealing with business analysis and related risks, in

• rder to verify the correctness and accuracy of the financial statements

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Graduated in Business Economics and Law at Cattolica University of Milan, Simone has been in Arkios since June 2018 and is a Sr. Analyst for M&A and IPO deals, with particular expertise in aerospace and Food & Beverage. In the two previous years he gained significant experience at a leading firm of accountants with a particular focus on restructuring and management of the business crisis In addition, Simone has studied a year in Hong Kong and is signed up in the register of Chartered Accountants and Auditors trainees

Simone Lo Giudice

• Sr. Analyst

Arkios Italy

• 4. Management Team

Jean Wang

Jean Wang

Partner Responsible for Asia-Pacific Corporate Finance Arkios Italy Beijing Office

Jean has more than 15 years dedicated experience on M&A practices especially cross-border M&As with strong track record, being both a Fortune 500 MNC in-house M&A professional as well as a Senior M&A banker at BNP Paribas one of the most important International Investment Bank. Her hands-on M&A positions of domestic consolidation and cross-border M&A have fully covered the whole chain of M&As from strategy formulation, opportunities screen, execution and Post-Merger Integration as well post investment management. Meanwhile, with the integrated combination of an industrial M&A professional and a senior M&A banker, Jean has developed solid industry knowledge and deep inside insights and key decision-making process on different types of investors including POE, SOEs, and PEs etc. which greatly empowers her capability of managing and coaching the investors’ expectation during the complicated cross-border M&As. She especially excels in developing M&A transaction rationale, synergy models/valuations and PMI plan or restructuring plan, cross-culture investor community communicating and transaction gap-bridging under strict pressure and timeline, decisive and skillful in process management for complicated cross-border M&A with results delivered. She has especially developed notable record of being buy-side financial advisor, averagely one deal closed

• ne year in a few past years. She primarily focuses on industrials & chemicals sector, i.e. Industrial capital

machinery and equipment, Industrial precision engineered systems; Automotive and key components; Cable & Electrics, Aerospace/Aviation; Crop protection, Fluorine chemical, Phosphate chemical etc.; Pharmaceutical; And MNCs two-way M&A activities including divest and come-in-China etc. Graduated in MBA at University of Saskatchewan, Canada and in B.A. of Science of Pharmacy, China Pharmaceutical University, China.

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Arkios Italy

• 4. Management Team

Panayiotis Hadjiandrea – Andrea Rossotti

Panayiotis Hadjiandrea

Principal

Panayiotis has a 30-year experience in Corporate Consultancy and Business Management. After the graduation with best scores in Economy and Commerce at the University of Turin in 1981 and the Postgraduate degree in Business Management at ISVOR-FIAT in Turin, he worked for many years in Management Consultancy and Auditing, in covering the role of Manager at KMG (currently KPMG), looking after several projects of Audit, Restructuring and Turnaround in Italy (Traforo del Frejus, Lucchini Siderurgica, Italkali, Morando Impianti, AVIR, BORMA etc). In the following years he covered, through his own consultancy company, several roles of CEO and/or Manager and/or Sales Manager (Igeco Consulting srl, Grand Soleil Milano, D&B Impianti - Gruppo Demont, Vancini, etc.) with purpose

• f

restructuring, reconversion and company development. Expert in the strategic choices fully supporting entrepreneurs of SMEs, Panayiotis has a consolidated experience in corporate restructuring with 3rd parties finance, as well as in planning and optimization

• f

financing resources, necessary for the development with particular focus

• n

Industrial/Manufacturing, Textile, Tourism/Travels

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• 5. Why an Advisor

Arkios Italy

• 5. Why an Advisor

Why to open the share capital to an Independent?

The company as

• rganic being is

in continuous evolution and when its entrepreneur decides to open the share capital to an Investor (either industrial or financial) it begins a new extraordinary phase in its lifecycle Achieving a growth path with equilibrium

• To find the correct partner, who supports the growth process, and helps to achieve new

and ambitious goals otherwise unfeasible to be reached alone, also due to a less supportive Bank industry in financing growth projects

• To scale up its business by approaching the Capital Market, by entering into a new and

future (and often obliged) phase in its lifecycle

• To improve the company organization, by hiring new managers, thus achieving the goal
• f becoming a leading player in the international playground and by avoiding the daily fight
• ver with bank directors

Actively managing the increasing uncertainty in the future events with serenity

• To evaluate as an alternative to a uncertainty future the opening of the share capital

to an Industrial player to leverage on possible synergies, mainly during the broadly defined “generational change” phase

• To benefit from being part of an (international) group in managing unforeseeable financial

crisis, which are not solvable by a standalone company, and moreover to maximize the valuation of the already achieved results 48

Arkios Italy

• 5. Why an Advisor

Focus on Capital Market

By gaining access to the Capital Market, the firm participate to an “exclusive club” where there are available several diversified financial facilities in a simple, not invasive and continuous manner

Who invest in the Capital Market and what it does mean Over 30 trillion $ under management by Institutional Investors all over the World, constantly looking for investment opportunities – also in Equity - By gaining access to the Capital Market, the firm participates to an “exclusive club”, thus leveraging on:

▪ Complete spectrum of financing sources

(Equity and Debt) with different risk / yield required

▪ Easy and fast access to the Capital Market

(capital increase, bond, etc.)

▪ Minority investors with limited (no)

interference in the ordinary management of the company, while requiring a fair and transparent management as well as an accelerated growth process

▪ Constant and advantageous dialogue with all

stakeholders, through appropriate institutional channels (Borsa Italiana, press release, Market Analyst) Who can enter into the Capital Market and what it does mean The Investors are looking for firms with a solid growth track records and with several future opportunities ready to be implemented For a successful IPO, the company needs to meet several key requirements:

▪ A clear growth projects, supported by a Business

Plan where all growth assumptions are explained (i.e. M&A, entry in new country, new products or business line, etc.)

▪ A well defined competitive positioning (market

/ sector with envisaged growth and a successful business model)

▪ Entrepreneur with a transparent and

successful history

▪ Sound financial position ▪ A management team already in place with all

the required skills to meet all market challenges

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Arkios Italy

• 5. Why an Advisor

A unique set of skills available to the Entrepreneur

To understand and define the underling transaction; to properly identify all possible Investors; to define the correct level of involvement

• f the management;

to identify the right timing to start the project; to draft all support documents required by the potential Investors; to address a possible

• utcome of the

transaction based on current market expectation;…

“Why I should hire an Advisors? Who knows better than me my reference market? Why I should spend money, when I can perform the same activity in-house with the support of my lawyer or business consultant…?” In reality, all extraordinary Corporate Finance activities requires a specific set of skills and highly specialized know how both in terms

• f

business analysis,

• f

technicality

• n

valuation methodologies and negotiating skills to properly interact with all the counterparts, who may require a proper and different language. Moreover, it is required a sound know how on legal and fiscal topics as well as a national and international network to be leveraged on in order to maximize the reach of possible investors interested in the opportunity The entire process must be carried out by playing a close team game in which, in addition to the Advisor, several professional skills and competences are involved: from accountant / tax advisor to the lawyer, to due diligence specialists, etc. Therefore the Advisor must also be able to play the role of a skilled director, coordinating all the resources in the field Arkios Italy S.p.A. is Equity Partner of Borsa Italiana and London Stock Exchange

…and many others

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Arkios Italy

• 5. How Arkios Italy S.p.A. works

The Advisors needs to provide a complete and full support throughout the entire process

Potential Investors ▪ Preliminary scouting ▪ Management of information flow with counterparties Transaction strucutre ▪ To define the proper financial structure of the transaction ▪ Preliminary valuation ▪ To define the «Value Drivers»

Constant support in each phase of the transaction Documentation

▪ Process Letter ▪ Information memorandum ▪ Due diligence ▪ Press release ▪ Management presentation Management of activity flow ▪ Checking the timing and compliance ▪ Coordination of other consultants who will assist the company

Negotiation

▪ Price ▪ SPA ▪ Shareholders' agreement ▪ Put & Call options

Clients

51

Arkios Italy

• 5. How Arkios Italy S.p.A. works

The Financial Advisor role in the IPO

52 Feasibility studies and project preparation ▪ Identification of project goals

and drivers

▪ Preparation of preliminary

documentation

1

Scouting activities and selection of the team work ▪ Presentation of the projects (Pre Road-Show)

to the potential Investors

▪ Discussion and assessing of the projects ▪ Selection of the team work (cost, track-

record and commitment)

2

Due Diligence support and Team coordination ▪ Team coordination ▪ Constant support in the

performance of all activities

3

Drafting of Documentation ▪ Equity Story ▪ “Documento di Ammissione” :

• Company overview, Competitive

placement, Market

• Business plan and future actions
• Asset and Key Success Factors
• Economical and financial analysis,

etc.

4

IPO Structure Definition ▪ Definition of the IPO together

with the team work

▪ Definition of the price range,

together with the Global Coordinator, thus achieving the best possible outcome in line with the economic fundamentals

5

Roadshow ▪ Drafting of all support

document

▪ Active support in the

management presentation phases to the Investors

6

Arkios Italy

• 5. How Arkios Italy S.p.A. works – The M&A process (1/3)

From preparation of documents to preliminary interests

c.a. 60-50% of them reply that they could be interested and request more information Documents preparation

• Meetings with Shareholders/Management in order to know: 1. Company; 2.

Market; 3. Positioning; 4. Economic/Financial Situation; 5. Key Investment → Please see the example

• Blind Profile (short document which shows Company/Market/Positioning of

the Target Company and the Investment Rationale Contacts with possible Investors

• Preparation of Investor List (Analysis of market, competitors, discussion with

Shareholders -> circa 30 Industrial Players, circa 5/7 Funds)

• Sending Blind Profile to Investors -> Contacts/Mails/Calls with possible

investors for preliminary poll Preliminary interests

• Request of NDA to Investors (Confidentiality of data) & Acceptance of NDA
• Sending of Teaser (more detailed document with more relevant information)

53

Arkios Italy

• 5. How Arkios Italy S.p.A. works – The M&A process (2/3)

From preparation of documents to preliminary interests

Interest confirmed for the following step (c.a. 60-50%)

• LOI (Letter of Intent) -> at the END, ADVISOR REQUESTS THE LOI, which

confirms what is stated/written between Investor-Advisor-Entrepreneur in a document (pre-contract) Richiesta LOI Business Due Diligence

• BUSINESS DUE DILIGENCE:
• Investor starts full analysis on Target – Advisor answers to all his requests
• Sector/Market Analysis
• Company Analysis: positioning, Economic/Financial Data, Strengths/weaknesses
• Competition Analysis
• Business Plan: adequacy, sensitivity analysis, projections, basic hypotheses, etc..
• Others…
• Several meetings between Potential Investor and Entrepreneur
• NEGOTIATION Advisor starts indicating to Investor the perimeter of the Deal

(valuation, control, etc. ) and “negotiating” manifestazioni di interesse Preliminary interest

• Request of NDA to Investors (Confidentiality of data) & Acceptance of NDA
• Sending of Teaser (more detailed document with more information)

54

Arkios Italy

• 5. How Arkios Italy S.p.A. works – The M&A process (3/3)

From preparation of documents to preliminary interests

Ricezione LOI

• Advisor (and Entrepreneur) receive the LOI (usually at least 3)
• Valuation, Operation Structuring, Timing, Governance, etc. [«preliminary»]
• Advisor and Entrepreneur value all pros and cons of each LOI

Choice of Investor

• LOI ADJUSTMENT = NEGOTIATION!!
• In function of several parameters Entrepreneur accepts a LOI and an exclusivity period

Due Diligence

• DUE DILIGENCE Accounting/Fiscal/Legal by the Investor

1. Arkios Italy handles all the Due Diligence procedure, (24h/24, with stable

presence of an expert Senior Analyst in order to “counterbalance” the auditors

2. Coordinates and gather all documentation

• Questions to the Entrepreneur’s consultants (Accountant; Fiscal expert, Lawyer)

3. Data Room management: No accounting/fiscal/legal document is delivered before to be controlled by Arkios! 4. End Due Diligence: possible NEGOTIATION on different elements

• Support of Advisor in the writing of contracts (agreements, SPA, shareholders

agreements, Financing contracts, warranties and mechanisms, etc.)

• TRANSACTION CLOSING

Writing of contracts

55

Arkios Italy

Contacts

Arkios Italy S.p.A.

For any further information, please contact

Alberto Della Ricca Partner & Managing Director  + 39-347.22.03.181  alberto.dellaricca@arkios.it Paolo Cirani C.E.O. & Founder  + 39-335.68.40.737  paolo.cirani@arkios.it Paolo Pescetto President & Founder  + 39-334.66.54.116  paolo.pescetto@arkios.it Andrea Orsi Partner & Relationship Manager  + 39-338.35.62.005  andrea.orsi@arkios.it

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