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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


  1. INVESTOR PRESENTATION The Business Combination Milan, September 2016

  2. 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 or 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. 2

  3. Today’s speakers Massimo Capuano Marco Maria Fumagalli Fausto Manzana Stefano Corvo Paolo Girardi Lorenzo Montermini Director Director President and CEO CFO General Manager Marketing Director 3

  4. Table of contents 1 CFP1 has identified its champion M. Capuano 2 GPI business description F. Manzana / L. Montermini 3 Key investment highlights P. Girardi / L. Montermini GPI consolidated financials 4 S. Corvo Moving to MTA STAR 5 F. Manzana 4

  5. 1 CFP1 has identified its champion 5

  6. CFP1 has identified its champion 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 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 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, …) 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. 6

  7. 2 GPI business description 7

  8. GPI at a glance Mission: to become the leading provider of healthcare and social services in Italy 1988 GPI was established in Trento 2010-12 Entry in the BPO market and acquisition of Argentea, Spid and other companies >3.100 1 GPI key employees in milestones 2016 2013 Orizzonte SGR acquires 10,32% of GPI SpA 2014-15 Acquisition of RIEDL and Lombardia Contact Key historical financials Stand-alone organic growth 17% CAGR 2015-’18 = ~20% constant ~170-180 EBITDA margin >130 98.2 73.9 63.5 16.3 12.4 10.5 2.8 2.6 3.8* 2013A 2014A 2015A 2016F 2017F 2018F Turnover EBITDA Net income NFP *Restated 22.6 27.0 <40.9 40.9 8 Note: ITA GAAP consolidated financials (1) 3.108 people as of 30.06.2016

  9. Business areas and clients Turnover by business areas Turnover by client type Professional IT Payment solutions services 2% 5% ≈2% ~€3M Logistic and ~€6M automation 5% ~€7M Healthcare Services - Social Care IT solutions 2% 35% ≈87% ~€2M ≈5% ~€46M Consolidated turnover 2016 >€130M Healthcare Services - BPO 10-11% average 51% ~€67M cross selling 2015-16 among ≈6% business areas Margin/growth matrix 30% Payment by business area solutions 25% IT solutions Logistic and EBITDA margin automation 20% HS social care 15% HS BPO 10% Professional 5% IT services 9 Low High Growth potential

  10. IT solutions  Administrative, healthcare and social activities clients Core  Food safety and veterinary Top  Middleware  Access portals to services and contents Turnover (€m) Key drivers 35% of total  Customer orientation Revenues =  Client loyalty SW develop. (~42%) +  Competence & know-how periodic  Integrated platform maintenance  Resistance to change as high entry barrier (~58%)  High margins  Potential for M&A and international expansion 10

  11. IT solutions: focus on TREC Consolidated user base Multichannel connectivity >10% of clients accessing to the medical reports >54k citizens >90k subscribed users Winner of the «Innovazione ICT in sanità» award of Politecnico di Milano 11 Source: http://www.ladigetto.it/

  12. Healthcare services: Business Process Outsourcing (BPO) and social care  Contact and call centers activities clients Core  Front-end services Top  Telemedicine  Social services Turnover (€m) Key drivers 51+2% of total  Competence & know-how  ICT for channel-shifting Revenues = 19M users  ICT for welfare BPO 1-3€ per served  Good revenue visibility contact + fixed  High hit ratio in tenders ~2 yearly rate  Good margins 1.6  Cross-selling potential ~67  Strong growth potential through new products 50.0 Social  Social impact 12  High margin 2015A 2016F BPO Social Care

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