INVESTOR PRESENTATION The Business Combination Milan, September 2016 - - PowerPoint PPT Presentation

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INVESTOR PRESENTATION The Business Combination Milan, September 2016 - - PowerPoint PPT Presentation

INVESTOR PRESENTATION The Business Combination Milan, September 2016 Disclaimer For the purposes of this disclaimer, this presentation (the Presentation) comprises the attached slides, the speeches made by the presenter(s), the question and


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INVESTOR PRESENTATION The Business Combination

Milan, September 2016

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Disclaimer

For the purposes of this disclaimer, this presentation (the “Presentation”) comprises the attached slides, the speeches made by the presenter(s), the question and answer session and any materials distributed at, or in connection with, the Presentation. THIS PRESENTATION IS STRICTLY CONFIDENTIAL AND IS BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATION. This Presentation is being made available to a limited number of recipients solely for the purpose of introducing the Company. This Presentation is strictly confidential. It is furnished to you solely for your information, should not be treated as an investment advice and may not be copied, reproduced, distributed

  • r otherwise made available (in whole or in part) to any other person by any recipient.

In particular, neither this document nor any copy thereof may be taken or transmitted or distributed, directly or indirectly, into Canada, Japan or Australia or to any resident thereof or into the United States, its territories or possessions. The distribution of this Presentation in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of the United States, Canada, Japan, or Australia or any such other jurisdiction. By accepting this report you agree to be bound by the foregoing limitations. . This Presentation is not an offer of securities in the United States or any other jurisdiction. Securities may not be sold in the United States without registration or without any case of exemption from registration under the U.S. Securities Act of 1933, as amended. Capital For Progress (“CFP1”) and GPI S.p.A. (“GPI”) have not registered and do not intend to register any offering of securities in the United States or to make any public offering in any jurisdiction. This Presentation does not constitute or form part of, and should not be construed as, an offer or invitation to subscribe for or purchase any securities, and neither this document nor anything contained herein shall form the basis of or be relied on in connection with or act as any inducement to enter into any contract or commitment whatsoever. This document has not been published generally and has only been made available to institutional investors. This Presentation contains summaries of many matters regarding this potential transaction that should be covered in greater detail in the CFP1 and GPI’s mandatory documentation as well as in the proxy statement CFP1 will prepare relating to the proposed transaction (the “Proposed Transaction”). This presentation should be read together with, and is qualified in its entirety by, the mandatory documentation above as well as the proxy statement, and you should read all the abovementioned documentation, including the risk factors set forth therein. Certain statements made in this presentation are forward-looking statements. These forward looking statements are based on management’s current expectations and estimates. They are subject to a number of assumptions and involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from any future results and developments expressed or implied by such forward looking statements including but not limited to the factors described under “Risk Factors” in CFP1’s public filings. CFP1 and GPI have no obligation to periodically update or release any revisions to the forward-looking statements contained in this presentation or reflect events or circumstances after the date of this document. This Presentation contains industry statistical data and growth forecasts for industry segments prepared by third parties. CFP1 and GPI did not prepare such data and forecasts and assume no liability for the same. By accepting receipt of this document and/or attending any presentation of the same, each recipient acknowledges the confidential nature of the information it contains and undertakes not to disclose it in any way either in Italy and/or abroad, and not to use the information for purposes unrelated to the Proposed Transaction, in accordance with the Confidentiality Agreement signed by each recipient. By attending this Presentation you will be taken to have represented, warranted and undertaken that: (i) you have read and understood and agree to be bound by and comply with the contents of this notice; and (ii) you will treat and safeguard as strictly private and confidential all such information and take all reasonable steps to preserve such confidentiality.

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Today’s speakers

Fausto Manzana President and CEO Stefano Corvo CFO Paolo Girardi General Manager Marco Maria Fumagalli Director Massimo Capuano Director Lorenzo Montermini Marketing Director

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Table of contents

CFP1 has identified its champion GPI business description Key investment highlights GPI consolidated financials

1 2 3 4

  • M. Capuano
  • F. Manzana / L. Montermini
  • P. Girardi / L. Montermini
  • S. Corvo

Moving to MTA STAR

5

  • F. Manzana
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CFP1 has identified its champion

1

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CFP1 has identified its champion

Natural selection of players in the market

The “spending review” policy (including a reduction of the spending entities, from ASL to provinces) represents an increasing entry barrier for participants to tender offers

The current controlling shareholders will hold their role

The Manzana family will not sell any shares and will remain fully committed to the management of the Company

Proceeds to finance growth

IPO proceeds will be available to finance growth opportunities, starting from a detailed list of M&A opportunities No proceeds will be used for debt repayment.

Promise fulfilled

The business combination will be completed within the year

Attractive sector

In Italy, ICT’s investments in healthcare have historically been lower than in most developed countries; the gap is being gradually filled

Opportunity to be a leader in a consolidating market

The ongoing consolidation process will favour 2 or 3 Italian champions, with strong balance sheets and significant market shares

A critical business with high social impact

GPI aims to succeed as leading player with an important social role in a crucial sector, with stable margins and a strong pipeline of contracts

A strong upside to the core business

GPI’s wide portfolio of services (IT, BPO, pharmacy logistics, telemedicine, 3D printing, ...) allows cross selling and upselling. Room for further growth will also come from new technologies (Internet of Things, Support Decision Systems, …)

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GPI business description

2

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GPI at a glance

63.5 73.9 98.2 10.5 12.4 16.3 >130 ~170-180 2.8 2.6 3.8* 2013A 2014A 2015A 2016F 2017F 2018F Turnover EBITDA Net income

Mission: to become the leading provider of healthcare and social services in Italy

GPI was established in Trento 1988 GPI key milestones Entry in the BPO market and acquisition of Argentea, Spid and other companies 2010-12 Orizzonte SGR acquires 10,32% of GPI SpA 2013 Acquisition of RIEDL and Lombardia Contact 2014-15 Key historical financials

Note: ITA GAAP consolidated financials (1) 3.108 people as of 30.06.2016

Stand-alone organic growth

CAGR 2015-’18 = ~20%

NFP

>3.1001 employees in 2016

*Restated 22.6 27.0 40.9 <40.9 17% constant EBITDA margin

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IT solutions 35% Healthcare Services - BPO 51% Healthcare Services - Social Care 2% Logistic and automation 5% Professional IT services 5% Payment solutions 2%

Business areas and clients

~€46M ~€67M ~€6M ~€3M ~€7M ~€2M

Consolidated turnover 2016 >€130M

≈2% ≈5% ≈6% ≈87%

Turnover by business areas Turnover by client type

30% 25% 20% 15% 10% 5% Low High EBITDA margin Growth potential HS BPO HS social care Logistic and automation IT solutions Payment solutions Professional IT services

Margin/growth matrix by business area 10-11% average cross selling 2015-16 among business areas

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Turnover (€m) Key drivers

IT solutions

  • Administrative, healthcare and social
  • Food safety and veterinary
  • Middleware
  • Access portals to services and contents

Top clients Core activities

35%

  • f total
  • Customer orientation
  • Client loyalty
  • Competence & know-how
  • Integrated platform
  • Resistance to change as high entry barrier
  • High margins
  • Potential for M&A and international expansion

Revenues = SW develop. (~42%) + periodic maintenance (~58%)

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IT solutions: focus on TREC

Source: http://www.ladigetto.it/

Multichannel connectivity Winner of the «Innovazione ICT in sanità» award of Politecnico di Milano >10% of clients accessing to the medical reports >54k citizens subscribed >90k users Consolidated user base

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Healthcare services: Business Process Outsourcing (BPO) and social care

Turnover (€m) Key drivers

  • Contact and call centers
  • Front-end services
  • Telemedicine
  • Social services

Top clients Core activities

50.0 ~67 1.6 ~2

2015A 2016F BPO Social Care

  • Competence & know-how
  • ICT for channel-shifting
  • ICT for welfare
  • Good revenue visibility
  • High hit ratio in tenders
  • Good margins
  • Cross-selling potential
  • Strong growth potential through new products
  • Social impact
  • High margin

51+2%

  • f total

BPO Social 19M users served

Revenues = 1-3€ per contact + fixed yearly rate

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Healthcare services: welfare 2.0

Services & platform Welfare delivery

  • rganization

“SSN” (B2P) “Mutue” / Insurance (B2B) Corporate welfare (B2B) Citizens (B2C)

New potential services Target clients and new GPI’s offer

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Logistics and automation

Turnover (€m) Key drivers

  • Buster System - supply chain management of drugs in

healthcare facilities

  • Riedl Phasys - automated warehouse for hospital and local

pharmacy logistics

  • Industry solutions

Top clients Core activities

4.9 ~7

2015A 2016F

  • End-to-end platform
  • Technological leadership
  • Strong growth potential on private clients
  • International development
  • High margins
  • M&A potential

5%

  • f total
  • 38 public hospitals
  • 35 nursing homes
  • 8 hospital pharmacies
  • 8 private healthcare structures
  • 10+ M prescriptions
  • 38+ M drugs provided to patients

Worldwide market

Revenues = Price + periodic maintenance/ assistance

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Competitive arena

Logistics and automation: focus on Buster System and comps

Buster System

Provider

30% ward reduction in drugs inventories 50% reduction in hospital pharmacy inventories

Worldwide Italy Value chain

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Key drivers

Professional IT services

Turnover (€m)

  • Desktop management
  • Application maintenance
  • Business intelligence

Top clients Core activities

  • Health ICT specialization
  • OnSite presence
  • Cross-selling potential
  • High customer loyalty

5%

  • f total

Revenues = Periodic IT maintenance/ assistance

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Payment solutions

Key drivers Turnover (€m)

  • Multi-acquirer
  • Tailored solutions for retailers

2%

  • f total

Top clients Core activities

  • Business diversification
  • Cross-selling opportunities
  • High margins

Revenues = % of transactions

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Key investment highlights

3

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One of the very few opportunities to invest in the Italian healthcare industry

A leading player in Italy, strongly positioned to take advantage of the macro trend of growth of the healthcare industry Track record of both organic and external growth, with effective results in the integration of acquired companies Proven and experienced management team a b c d Long-standing relationship with clients and outstanding contract visibility

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11.4% 8.9% 8.7% 6.1% 5.5% 4.6% 3.2% 1.9%

Engineering Dedalus GPI Santer Reply Noemalife Exprivia Insiel ADS

A leading player in Italy

IT solutions Healthcare services (BPO)

Dedalus Group (since 2H 2016) Top 8 players hold ~33% of the market, estimated in €820M (equal to ~50% market share when excluding in-house business) addressable market share (excluding in-house business) Source: Osservatorio Netics, “Competition frame” (HIT2016 and HIT2015), IStat (as of 01/01/2016), Company data

Population (M) Operators (units) Contacts/year (M) Users (M) TOTAL 10.00 8.0 900 10.0 0.60 1.3 146 1.1 3.96 6.5 951 4.9 0.70 0.6 25 4.4 0.35 0.29 66 3.7 1.03 1.4 355 5.9 1.30 1.5 400 1.3 0.65 0.3 65 4.1 0.60 0.28 50 0.6 0.35 0.26 20 1.7 19.5 20.4 2,978 37.7 23.0M new potential clients 4.4 0.1 1.6 1.2 1.5 0.9 0.3 5.9 5.1 2.0 Mkt sh. 100% 55% 81% 16% 9% 17% 100% 16% 100% 21% 52% 32% mkt share on 60.7M total Italian population

796 820 855 895 930

2014 2015 2016 2017 2018

556 €M 67 63 61

2016E 2017E 2018E

  • Exist. contracts

New contracts 240 291 In-house business of public entities expected to be soon privatized

~4% CAGR 2014-’18

529 A high customer retention and the long duration of contracts allow a strong turnover visibility €M

~31% market share on total number of

  • perators in

Italy (~9.500)

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Clients loyalty and clear turnover visibility

Healthcare services (BPO) BPO tender case study – demanding requirements

Requirement of a tender won by GPI in 2016:

  • revenues above €30M over the last 3 FY
  • o/w at least €12M revenues from IT and software services
  • o/w at least €2.5M revenues in realizing IT systems integrations for healthcare institutions

The tender also required experience in developing the specific services and ad-hoc projects required (i.e. PHR patient health record, management of pathology data, etc.)

ca.25% hit ratio in tenders Average duration of contracts 5-6 years ca.95% confirmation rate

  • f clients at

expiry date of the contract Average duration of contracts up to 3 years

IT solutions Client concentration

Top 10 clients (out of ~700) counting for 51.6% of total

10.4% 7.3% 6.2% 5.8% 5.7% 5.2% 3.7% 3.2% 2.3% 1.8% A B C D E F G H I J

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Track record of growth, both organic and through M&A

63.5 72.7 82.9 95.7 0.0 1.2 15.3 35.4 63.5 73.9 98.2 >130 2013 2014 2015 2016F Organic External CAGR total ~27% CAGR Organic 14.7%

Turnover (€M)

Sferacarta Feb 2014 Logix (rent) Oct 2014 Riedl Dec 2014 Evolvo Feb 2015 GPI Technology Jun 2015 Natisoft/ Lambda Oct 2015 Lombardia Contact May 2015 I&T (rent) Jan 2016 Gbim Feb 2016

2014 2015 2016 2013

Strong M&A and integration experience

>€20M invested in 25 months Lombardia Contact representing more than half

  • f total

investment >€7M new EBITDA contributed in a 3 years cycle >€35M new turnover contributed in a 3 years cycle 9 acquisitions since 2014

~27% ~73%

  • /w 6 deals in IT

solutions, 2 in healthcare and 1 in logistic and automation

GPI’s acquisition policy includes both direct purchase (equity/assets) and rental of target companies

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Management team

Manager Role Years of experience Professional background Fausto Manzana Chairman and CEO 37 years (o/w 28 in GPI) Founder of GPI in 1988. Previously operating in the IT sector Lorenzo Montermini Marketing Director 19 years (o/w 19 in GPI) CTO from 2001 to 2014. Marketing director since 2014 Paolo Girardi General Manager 20 years (o/w 12 in GPI) CEO of Ecopulp Srl Stefano Corvo CFO 28 years (o/w 2 in GPI) Mediocredito Trentino Alto Adige and CFO of Diatec Group Emanuele Rossi CTO and Head

  • f IT Solutions

business unit 15 years (o/w 10 in GPI) Accenture (2003-07) and then various roles in the GPI group Ruggero Pedri Head of Professional IT Services business unit 27 years (o/w 25 in GPI) Various roles in the GPI group Maurizio Boschetti Sales Director 21 years (o/w 21 in GPI) Various roles in the GPI group

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GPI consolidated financials

4

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Income statement

€M 2013 2014 2015 Turnover 63.5 73.9 98.2 COGS (2.3) (3.4) (3.5) SG&A (17.9) (19.7) (25.0) Labour (32.7) (38.3) (53.5) EBITDA 10.5 12.4 16.3 EBITDA Margin (%) 16.6% 16.8% 16.6% D&A (4.6) (5.6) (7.7) Risk provisions

  • (2.8)

EBIT 5.9 6.8 5.8 EBIT Margin (%) 9.3% 9.2% 5.9% Net financial charges (1.7) (1.7) (2.1) Net extraordinary charges (0.2) (0.2) (0.4) EBT 4.0 4.9 3.3 Income tax (1.2) (2.3) (1.7) Consolidated net income 2.8 2.6 1.6

  • /w net income for the Group

2.7 2.6 1.4

  • /w net income for Minorities

0.1 0.0 0.2

+24% +24%

2013-’15 CAGR (%)

Amount related to the Molise credit, which was cashed-in in 2H2016

Price adjustment mechanism thresholds in 2016: EBITDA €21.7M Net income €5.9M

Note: ITA GAAP consolidated financials Turnover 2016F >€130M “Normalized” tax rate around 40-45%. EBIT “restated” for risk provisions €8.6M (8.7% margin) Net income “restated” for risk provisions €3.8M

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Balance sheet

€M 2013 2014 2015 Net working capital 25.5 32.6 33.8 Fixed assets 19.6 22.1 35.6 Other assets / (liabilities) (9.4) (10.9) (11.4) Net invested capital 35.6 43.9 58.0 Shareholders' equity 13.0 16.9 17.1

  • /w minorities

1.1 2.3 2.8 Net debt 22.6 27.0 40.9 (Cash) (7.1) (3.3) (19.0) Short term bank debt 13.9 9.4 20.0 Factoring 2.2 1.1 1.2 Leasing 3.5 3.0 1.9 Long term debt 6.4 6.5 20.0 Bonds 3.8 10.3 16.8 Sources of funds 35.6 43.9 58.0 Financial ratios 2013 2014 2015 Net debt / Equity (x) 1.7x 1.6x 2.4x Net Debt / EBITDA (x) 2.1x 2.2x 2.5x EBITDA / Net financial charges (x) 6.1x 7.2x 7.9x ROI - Return on investments (EBIT / NIC) (%) 16.6% 15.4% 9.9% ROE - Return on equity (Net income / Equity) (%) 21.5% 15.2% 9.4%

Net Debt at December 2016 is expected to be lower than December 2015 Note: ITA GAAP consolidated financials ROI calculated on “restated” EBIT 14.8% ROE calculated on “restated” Net Income 21.9%

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(27.0) 16.3 (1.5) (2.0) 3.9 (5.7) (16.0) 1.2 (1.8) (40.9) NFP BoP EBITDA Delta NWC Net financial charges Taxes Other Operating capex M&A investm. Equity Dividends NFP EoP

Cash flow

2014 2015

(22.6) 12.4 (7.2) (1.7) (0.8) 0.4 (5.9) (1.7) 1.9 (1.8) (27.0) NFP BoP EBITDA Delta NWC Net financial charges Taxes Other Operating capex M&A investm. Equity Dividends NFP EoP

Operating cash flow

€(2.8)M

NFP BoP €(22.6)M NFP EoP €(27.0)M NFP EoP €(40.9)M

Note: ITA GAAP consolidated financials One shot effect mainly due to split payment (€4.2M)

Operating cash flow

€2.8M

NFP BoP €(27.0)M

(4.0) (4.2)

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Working capital

Note: ITA GAAP consolidated financials

  • 1. Days Sales Outstanding = (receivables/turnover)*365
  • 2. Source: Assobiomedica

28.1 34.9 37.3 (12.2) (11.1) (17.2) 9.6 8.8 13.7 25.5 32.6 33.8

63.5 73.9 98.2

Turnover (€M)

165 176 142 40% 44% 34%

Net working capital (€M) NWC/Turnover (%) DSO1

2013 2014 2015

Inventory Receivables Payables

168 days 2015 average DSO in Italy 2

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Details of outstanding minibonds

12.00 3.75 8.25 4.75 4.75 15.00 15.00 12.00 7.19 Note: ITA GAAP consolidated financials

2013

  • €12.0M
  • Fixed rate 5.50%
  • 2013-2018 (bullet)
  • Listed on ExtraMOT PRO market

1st bond fully subscribed €16.75M bond out at 12/15 Orizzonte SGR

1st Minibond – Issue date: 20/12/2013

Bond Issues Subscriptions Repayments

€31.75M bond out at 09/16

2014 2015 2016 2017 2018 2019-2020 2020-2025

No debt repayments

  • €4.75M
  • Fixed rate 4.25%
  • 2015-2025 (amortizing)
  • Not listed

2nd Minibond – Issue date: 29/12/2015

  • €15.0M
  • Fixed rate 4.30%
  • 2016-2023 (amortizing)
  • Listed on ExtraMOT PRO market

3rd Minibond - Issue date: 01/06/2016

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Moving to MTA STAR

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M&A potential

The Company is currently evaluating a number of potential acquisitions in different business. The main drivers for selecting future M&A deals are:

«Virtual care» outside hospital

(with strong link with social care services)

Direct Italian competitors

(i.e. acquisitions in line with market concentration process)

Offer increase within the services offered in the hospital High tech start up companies

(i.e. “outsourcing” of R&D)

International opportunities

(e.g. South America for IT services and EU for logistic and automation)

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Moving to MTA STAR

Dividend policy

Payout ratio ~50% consistent with GPI’s past dividends

Value creation Full global company Best-in-practice corporate governance and management incentive scheme

From to

2017

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Annex

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Transaction structure

Lock-up agreement

GPI shareholders (FM Srl and Orizzonte SGR) have a lock-up obligation for 28 months, pari passu with the Promoters Additional provisions

Earn out mechanism: up to 550,000 “remedy shares” will be made available to CFP1 shareholders by FM, if future performance is below certain thresholds:

 2016 EBITDA <€21.7M, 2016 Net income < €5.9M, 2017 EBITDA <23.0M  Conversion of GPI’s shares pre merger into n. 10,000,000 multiple vote shares

Transaction structure

Exchange share ratio 1 to 1 (@€10 per share)

Reverse merger of CFP1 into GPI Governance

The Board will be composed of 7 members, o/w 5 appointed by FM and 2 by CFP1 Use of CFP1 cash

Up to €51.1M in CFP1’s escrow account will be used for a capital increase of GPI

No debt repayment

GPI valuation: €100M

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Transaction structure - Assuming share price at €10, excluding warrant exercise

Indicative evolution of shareholders structure (% on share capital)

60.0% 33.1% 4.7% 1.5% 0.7% FM Srl Market Orizzonte SGR Promoters (ord.) Promoters (spec.) 66.8% 25.8% 5.3% 1.5% 0.6% FM Srl Market Orizzonte SGR Promoters (ord) Promoters (spec)

New GPI post Merger (assuming 0% redemption) New GPI post Merger (assuming 30% redemption)

73.1% 20.2% 5.8% 0.9% 0.0% FM Srl Market Orizzonte SGR Promoters (ord.) Promoters (spec.) 77.9% 15.0% 6.2% 0.9% 0.0% FM Srl Market Orizzonte SGR Promoters (ord) Promoters (spec)

New GPI post Merger (assuming 0% redemption) New GPI post Merger (assuming 30% redemption)

Indicative evolution of shareholders structure (% on voting capital)

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Process timetable

BoD and announcement Roadshow Record date for the EGM

5 September

28-29 September

7 October EGM date

19 October Envisaged closing

By the end of 2016 Equity Research publication

7 October

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Promoters

CFP1 team

Marco Fumagalli Director Past experience:

 Capital markets for

Centrobanca (13 years), working on deals on mid-size d companies in diversified industries

 Active as advisor for the first

wave of Italian SPACs

 Vast experience in the

structuring of M&A deals Antonio Perricone Director

 CEO of Amber Capital Italia

SGR; Past experience:

 Partner of BS Investimenti (15

years), one of the leading private equity fund in Italy;

 Deals managed: Polybox,

Guala Closures, Salmoiraghi & Viganò, Logic Control, Carapelli, Quidnovi, Segesta, Ducati;

 Previously working in

investment banking in Europe and in the USA Massimo Capuano Director

 President of IW Bank, second

Italian broker by volumes; Past experience:

 CEO of Centrobanca,

corporate & investment bank

  • f the UBI Banca Group;

 CEO of Borsa Italiana (12

years)

 Senior Partner McKinsey

within the FIG and ICT practice (12 years)

 Previous experience in ICT (8

years) Alessandra Bianchi Attorney and secretary of the Board of Directors

 Buy-side analyst and private

equity portfolio manager at Amber Capital Italia SGR Past experience:

 Investment manager at BS

Investimenti SGR (5 years)

 Senior analyst at Interbanca

SpA – M&A and equity capital market department (5 years)

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Promoters Massimo Capuano, Antonio Perricone, Marco Fumagalli, Alessandra Bianchi Offer size €51.1M Target Company Mid-sized Italian companies with an Equity Value in the range of €120M and €200M Offered shares 5.110.000 cat. A shares at €10 per share. N.2 Warrants each n.10 cat. A shares at IPO, n.3 additional Warrants each n.10 cat. A shares at the business combination if still shareholders at Business Combination. Shares and Warrants separately negotiated. Share classes

  • Cat. A: ordinary shares, offered to investors, listed on AIM Italia market
  • Cat. B: deferred shares to be subscribed by Promoters, not listed.

Equity subscribed by Promoters will fund IPO costs and fees, other listing and post IPO costs.

Offer terms (1/2)

Listing Market AIM Italia. Following the Business Combination, Mercato Telematico Azionario (MTA) – STAR Segment Escrow Account The 100% of the capital raised at IPO will be put into an Escrow Account: interest income will serve to fund the

  • perating expenses of the company

Target company selection period (maximum) 24 months, time limit for the BoD to approve the business combination Capital at risk Promoters / Corner Investors 3% of the capital raised (153.300 shares @ 10€) Return for Promoters (in case of Business Combination approval)

  • N. 1 cat. B share conversion in n. 6 cat. A share as follows:
  • 25% of cat.B shares at Business Combination;
  • 35% if the price of cat. A shares equals/exceeds €11 within 28 months after the Business Combination;
  • 40% if the price of cat. A shares equals/exceeds €12 within 28 months after the Business Combination;
  • The market price of the cat. A shares should be above the thresholds for a minimum of 15 days in a 30 days

negotiation period.

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Promoters’ lock-up

Offer terms (2/2)

12 months starting from the conversion of each tranche of cat.B shares into cat.A shares Warrant

  • Investors receive 2 warrants cashless each 10 cat.A shares at IPO and additional 3 warrants each 10 cat.A

if still shareholders at Business Combination;

  • Up to 2.5M warrants, listed on the AIM Italia market. Promoters do not receive warrants;
  • Exercise period: 5 years since approval of the Business Combination. Acceleration event (within 30 days):

in case the average monthly price of cat.A shares exceeds the trigger price of €13.3 in the previous month;

  • Subscription price of conversion shares: determined by the BoD post Business Combination in the range

between 0€ (cashless) and 9.50 € (standard) implying a variable subscription ratio

  • Subscription ratio:

(cat. A shares price − 9,5 €) (cat. A shares price − Excercise price) At acceleration (13,3€) in the range between 0,2857€ (cashless) and 1€ (standard)