COMPANY PRESENTATION MAY 2019 Next to doing the right thing, the - - PowerPoint PPT Presentation

COMPANY PRESENTATION

MAY 2019

ARWIN & PARTNERS Strategic Investor Relations and Financial Communication

«Next to doing the right thing, the most important thing is to let people know you are doing the right thing» J.D. Rockefeller

Introduction to ARWIN & PARTNERS

▪ ARWIN, founded in 2019 by Mr. Piero Munari and Mr. Nicolò Nunziata, is a full-service

communications firm providing financial communication advice, special situations and ESG consultancy

▪ The team is comprised of seasoned professionals who have a combined experience of

• ver 50 years in Investment Banking, Trading and Investor Relations

▪ Investor Relations – related personal achievements include a Top 10 European Ranking in

2017 – Runner-Up to 3rd-place across sectors European Large Caps IROs

▪ Investor Relations – related team achievements – heading the IR Department:

▪ Best Corporate Governance & Disclosure across sectors, ▪ Ranking in top position by sector (banking), ▪ Third best European IR team across sectors, ▪ Ranked second in Western Europe across sectors

Why We Believe IR is Important

Independent research by the world’s leading universities confirm that investors will pay a premium for companies with outstanding IR practices

Harvard Business School “IR activities play a significant role in helping small and mid- cap companies overcome their low visibility to attract a wider following by investors and improve their market valuation” Wharton Business School “Direct contacts with investors increase management credibility and thus have a greaterimpacton the successof the IRstrategy.”

Brian J. Bushee, professor of accounting Wharton Business School, USA Gregory S. Miller, professor of accounting Harvard Business School, USA

University ofZurich

1.8% 2.4%

Range of cost of equity advantage for companies with goodIR over those with poor IR

Research from University ofZurich

University ofEdinburgh

“Firms perceived to have the mosteffective IR strategiesearn superior abnormal

returns”

Richard Taffler, professor of finance and investment, University of Edinburgh,UK

Our Objectives for Our Clients - Closing the Information Gap

Our priorities for our clients are to:

✓

Ensure that financial markets accurately value the company’s assets, expectation of future earnings and cash flows

✓

Maintain the ability to raise capital at favourable access to capital markets (equity and debt)

✓

Ensure market liquidity under all conditions

✓

Enhance Management’s understanding of peers’ performance, strengths and strategies

✓

Inform Management and Board of Directors about developments in financial markets and investor perception

How We Work

ISSUES

• Poor Profitability
• Small

MarketCap

• Credibility
• f Management
• CorporateStructure

ACTIONS

• Maximize

ROA & ROE

• Define

Growth Strategy

• Ensure Project Feasibility
• ImproveOperations
• Develop

the Organization Financial Strategy Asset Strategy Communication Strategy

Overall Corporate Strategy

ISSUES

• Low Liquidity
• Lack
• f Capital
• High Gearing
• ShareholdingStructure

ACTIONS

• Define

InvestmentStrategy

• Identify

Strategic Partners

• Raise

Debt and Equity Funding

• Restructure Debt

2 3 ISSUES

• Lack
• f ValueStory
• Ineffective

Communication and untimely information

• Poor CorporateDisclosure
• No Access

to Management ACTIONS

• Develop

Value CreationStory

• Produce

Quality & Consistent IR Materials

• Target & Communicate to the right investors
• Monitor & Respond

to Market Feedback 1

We Start with a Thorough Understanding of Our Clients’ Business, Industry and Capital Markets Goals

We Offer the Following Services to segmentate company communication among investors and potential investors

What we offer:

▪

Programmes

➢

For some clients we could act as an outsourced Investor Relations Department

➢

For larger companies with and IR department, we provide an array of support services:

▪

Investor perception and investor targeting services on general basis

▪

ESG policy, ESG Investor perception and targeting, ESG events and presentations (the technical issues will be addressed by one of our partners)

▪

Bondholders Investor perception and targeting, events and presentations

➢

Rating issue (including Q.A)

▪

Projects:

➢

We offer an array of ad hoc services and products which are complementary to IR activities in the context of equity/bond and rated companies

➢

Services and products comprise: perception studies, investor targeting, Results/Capital Markets Day, Activist counseling, Crisis Management, etc.

IR Programmes

Outsourced IR Service ▪ Programme for small cap companies where an internal IR is normally a part time job, if any ▪ In such cases, an individual with the full characteristics of an IR Officer may be too expensive ▪ An outsource IR programme can offer best in class services at a fraction of the cost of an internal hire IRO Support ▪ IR are overworked and understaffed, Most are wearing multiple hats, such as M&A and Planning&Controlling especially in mid caps. Otherwise these are a team of one ▪ Our programme has this topic in mind and our service is focused on taking the company’s IR programme from best effort to best practice ▪ We provide both high level strategic services and tactical bottom-up

• nes

Transaction Services ▪ Given our experience, we can provide a smart and cost efficient alternative to high priced PR firms in situations such as: ▪ M&A situations ▪ IPOs ▪ Spin offs and carve outs

IR Projects

Investor Targeting & Management ▪ Analysis and review of investor base, underweight and overweight analysis with peer group ▪ Exercise aimed at planning yearly investor marketing trips targeting different types of investors (Value, GARP, Income, Index, Hedge Funds, SWF, etc.) ▪ Peer analysis and industry search ▪ Direct mail & email programme Perception Studies ▪ Based on an agreed number of questions to be made to the analyst and investor community New Strategic Plan: Positioning and Messaging ▪ At the start of a new Strategic Plan, positioning a company and preparing the future equity story is key ▪ Peer Group analysis, benchmarking are useful tools to create a new, crisp investment story for the company Analyst/Capital Markets/Results Day ▪ Full preparation of Analyst/Capital Markets Day normally jointly with company broker/advisors ▪ Advice on presentation materials, Script and Q&As ▪ Collateral material development (industry data, ad hoc presentation for conferences, etc.) Share/Bonds IDs ▪ Share and bond identification exercises to maintain a constant monitoring of the shareholder and bondholder base ▪ Allows more efficient and effective investor targeting

IR Projects (cont.)

ESG Policy Review ▪ Currently a top topic for all institutional investors ▪ Approximately 25% of AuMs globally are managed under a responsible investment (or environmental, social, and governance factors (ESG)) strategy ▪ In this context, companies that are not sufficiently communicating their sustainability strategy and performance to investors are missing an

• pportunity to attract long-term and ESG investors

Activist counsel ▪ Often, clients are unprepared when an activist takes on a strong position in a company. Capital deployed in 2017 was more than twice the average amount deployed in 2013-2016 and represents about 25%

• f activists’ capital deployed global

▪ The average size of companies targeted has been getting larger. Companies with a market capitalization in the range of Euro100-500 million continue to be the most frequently targeted ▪ Investment themes: M&A-related matters, governance, operations or management change, as well as on business strategy and capital allocation or return IR Audits ▪ Review of the IR Department and internal processes involving IR within a Company Measuring IR unit ▪ Analysis of performance of IR Unit and IRO with ad hoc yardsticks

Our Partners – Partnerships to Ensure a Global Reach, Investor Identification and ESG Support

IR Consulting ▪ Among the leading global IR consultants ▪ NY based providing access to US/Canada/London Investor base Governance & Proxy Solicitation ▪ Leading global proxy solicitation company ▪ Corporate Governance experts ▪ Information Agents and preparatory services for AGM ESG Policy ▪ ERM is a leading global provider of environmental, health, safety, risk, and social consulting services ▪ ERM delivers innovative solutions for industrial and non-industrial clients every day Media Communication Former financial journalists ▪ Two former financial journalists with communications experience in leading financial press (Bloomberg, etc.)

Why Arwin & Partners

✓

We are seasoned professionals with decades of public markets experience and a passion for Financial Institutions, TMT and Small/Mid Cap companies

✓

We help companies and their shareholders succeed through increasing their exposure to investors and developing a message of progress to the capital markets

✓

We provide a proactive approach to Investor Relations. This approach coupled with strategic capital markets consulting, frequently results in increased access to capital markets, fair valuations and business opportunities for our clients

✓

Successful outsourced IR and capital markets exposure enables our clients to focus on business execution required to deliver the results investors seek

✓

We have a long lasting established network of relationships with the key players in the financial community – buy-side institutional investors, sell-side analysts, investment/commercial banks and IPO specialists which can support our clients along their growth path

✓

And last but not least, we target a low client-to-advisor ratio in order to be most dedicated effective with our clients

Appendices

Piero Munari - CV

Piero Munari Managing Partner and co-founder Between 2014 and 2018, Piero was responsible for UniCredit’s Group Investor Relations. During his tenure from an IR perspective he executed two strategic plans and a rights issue of Euro 13bn. In 2017, Piero ranked as Runner Up to the third position as European cross-sector IRO and under his leadership UniCredit ranked first as European banks IR as well as for Corporate Governance and Disclosure. Between 2007 and 2014, at UniCredit, he held a number of responsibilities among which Global Co-Head of Corporate Finance & Advisory and Head of Insurance Investment Banking within the Corporate & Investment Banking Division. Prior to that, Piero run European P&C Run-Off at Swiss Re and was an Executive Member of Staff in the M&A department at Zurich Insurance, between 2003 and 2007. Earlier, Piero was a Senior Vice President at JPMorgan Chase in European Financial Institutions and prior to that an equity research analyst at Deutsche Bank.

Nicolò Nunziata - CV

Nicolò Nunziata Managing Partner e co-founder Since 2016 Nicolò has been carrying out advisory activities for an Italian family office, implementing buy-side financial analysis and equity valuations. In 2009 he was co-founder and member of the Board of JC & Associati SIM, a leading financial consulting company of which he was a co-founder in 2003. In JC he was mainly focused on the buy-side financial analysis with a main focus on small and medium-sized Italian companies. Previously Nicolò until 2003 was in Banca Profilo, where he managed global and international equity as well as global balanced separate accounts for institutional and high net worth clients. Nicolò before 2000 experienced different positions mainly on fixed income and derivative instruments. He worked as a Director at UBS in London. Earlier Nicolò was a Vice President at Credit Suisse First Boston. Previously he worked as Senior Trader in Akros. Nicolò started working in 1992 in Banca Euromobiliare in the Capital Markets division.

Contacts

Piero Munari ARWIN & Partners Corso Magenta n. 87, 20123, Milan, Italy E-mail: piero.munari@arwinpartners.com Nicolò Nunziata ARWIN & Partners Corso Magenta n. 87, 20123, Milan, Italy E-mail: nicolo.nunziatai@arwinpartners.com