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KIRS Non Deal Roadshow May 2017 Disclaimer This presentation (the - - PowerPoint PPT Presentation

KIRS Non Deal Roadshow May 2017 Disclaimer This presentation (the Presentation) has been prepared by KIRS Group Limited (KIRS) and is its sole responsibility. For p urposes hereof, the Presentation shall mean and include the slides


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SLIDE 1

KIRS Non Deal Roadshow

May 2017

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SLIDE 2

Disclaimer

This presentation (the “Presentation”) has been prepared by KIRS Group Limited (“KIRS”) and is its sole responsibility. For purposes hereof, the Presentation shall mean and include the slides that follow, any oral presentation by KIRS or any person on its behalf, any question-and-answer session that may follow the oral presentation, and any materials distributed at, or in connection with, any of the above. The information contained in the Presentation has not been independently verified and some of the information is in summary form. No representation or warranty, express or implied, is or will be made by any person as to, and no reliance should be placed on, the accuracy, fairness or completeness of the information or opinions expressed in the Presentation. No responsibility or liability whatsoever is or will be accepted by KIRS, its shareholders, subsidiaries or affiliates or by any of their respective officers, directors, employees or agents for any loss howsoever arising, directly or indirectly, from any use of the Presentation or its contents or attendance at the Presentation. KIRS cautions that the Presentation may contain forward looking statements in relation to certain of KIRS’ business, plans and current goals and expectations, including, but not limited to, its future financial condition, performance and results. These forward looking statements can be identified by the use of forward looking terminology, including the words “aims”, “believes”, “estimates”, “anticipates”, “expects”, “intends”, “may”, “will”, “plans”, “predicts”, “assumes”, “shall”, “continue” or “should” or, in each case, their negative or other variations or comparable terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions. By their very nature, all forward looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond KIRS’ control, including but not limited to insurance pricing, interest and exchange rates, inflation, competition and market structure, acquisitions and disposals, and regulation, tax and other legislative changes in those jurisdictions in which KIRS, its subsidiaries and affiliates operate. As a result, KIRS’ actual future financial condition, performance and results of operations may differ materially from the plans, goals and expectations set out in any forward looking statement made by KIRS. All subsequent written or oral forward looking statements attributable to KIRS or to persons acting on its behalf should be interpreted as being qualified by the cautionary statements included herein. As a result, undue reliance on these forward looking statements should not be placed. The information and opinions contained in the Presentation have not been audited or necessarily prepared in accordance with international financial reporting standards and are subject to change without notice. The financial results in this document and the Presentation include certain financial measures and ratios, including EBITDA, ProForma Adjusted EBITDA and certain other related measures that are not presented in accordance with IFRS and are unaudited. These measures may not be comparable to those of other companies. Reference to these non-IFRS financial measures should be considered in addition to IFRS financial measures, but should not be considered a substitute for results that are presented in accordance with IFRS. The financial information included in this Presentation only includes nine months of audited information from the year ended December 31, 2015 for TIG Finco plc and its subsidiaries (“Towergate”). Towergate’s financial results as of and for the first quarter of 2015 are unaudited and unreviewed and may not reflect what Towergate’s results would have been had the current group structure and management been in place on January 1, 2015. The information contained in the Presentation, including but not limited to any forward-looking statements, is provided as of the date hereof and is not intended to give any assurance as to future

  • results. No person is under the obligation to update, complete, revise or keep current the information contained in the Presentation, whether as a result of new information, future events or results or
  • therwise. The information contained in the Presentation may be subject to change without notice and will not be relied on for any purpose.

The Presentation is solely for informational purposes and does not constitute or form part of, and should not be construed as, an offer to sell or issue securities or otherwise constitute an invitation or inducement to any person to purchase, underwrite, subscribe to or otherwise acquire securities in KIRS or any of its subsidiaries nor does it constitute an invitation or inducement to engage in investment activity under section 21 of the Financial Services and Markets Act 2000 (“FSMA”). The Presentation does not constitute an invitation to effect any transaction with KIRS or to make use of any services provided by KIRS. The distribution of the Presentation in certain jurisdictions may be restricted by law. Recipients of the Presentation should inform themselves about and observe such restrictions. KIRS disclaims any liability for the distribution of the Presentation by any of its recipients. This document is for distribution only in the United Kingdom and the Presentation is being made only in the United Kingdom to persons falling within Articles 19, 43, 47 and 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended), to persons who have professional experience in matters relating to investments or to persons in the United Kingdom to whom this document may otherwise be lawfully distributed. This document is being supplied and the Presentation made to you solely in that capacity for your information. This document may not be reproduced, redistributed or passed on to any other person, nor may it be published in whole or in part, for any purpose. By accepting the Presentation, you agree and acknowledge (i) that the Presentation and its contents may contain proprietary information belonging to KIRS and (ii) to be bound by the foregoing limitations, undertakings and restrictions.

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SLIDE 3

Agenda

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Introduction Investment Thesis KIRS Strategy and Business Highlights Update on Key Strategic Initiatives KIRS Financial Highlights Conclusion Q&A

KIRS has appointed Bank of America Merrill Lynch to organise a series of investor meetings in Europe and the US, GBP, EUR and / or USD bond / loan offerings may follow subject to market conditions

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SLIDE 4

Investment Thesis

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SLIDE 5

Investment Thesis

KIRS(1) will be the result of a carefully targeted acquisition and hiring strategy in the UK insurance market Towergate, Autonet(2)(3), Price Forbes(2)(3), Direct Group(2)(3) and Chase Templeton(2)(3) were specifically targeted due to: A. Strong management teams B. Leading position in their respective market segments C. Significant organic growth and acquisition opportunities D. Ability to create additional value from portfolio effect without disruption or integration of underlying businesses Presence across the entire insurance value chain will allow KIRS to optimise service to customers and maximise commission capture KIRS will be a leading diversified independent insurance intermediary group in the UK and is positioned to capitalise on the significant benefits of scale across all its segments Highly resilient business model with significant cash flow generation capabilities

5

1 2 3 4 5

(1) Represents the Project Name for the creation of the new group. The final group name will be published in due course when trademark process is finalised. (2) Price Forbes, Chase Templeton, Autonet and Direct Group transactions are signed and completion is subject to regulatory approval. (3) Majority ownership.

KIRS will be the leading diversified independent insurance intermediary group in the UK

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SLIDE 6

Significant Strategic Investment By Core Shareholders

6 2015 2016 Jun Nov Apr Dec 2017 2018 Q3 – Q4 Creation of Nevada and acquisition of majority stake in Price Forbes Acquisition of majority stake in Broker Network MDP investment in Towergate and Nevada Acquisition of majority stake in Chase Templeton(1) Acquisition of majority stake in Direct Group(1) Acquisition of majority stake in Autonet HPS investment in Towergate

~£680m Total Investment by Core Shareholders to Support the Creation of KIRS KIRS is the result of a carefully crafted acquisition strategy executed over the last 24 months

(1) Completion subject to regulatory and other customary approvals.

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SLIDE 7

Dedicated Shareholder Base

7

Key shareholders have invested ~£680m in the development of KIRS and will own >95% of group equity

(1) As of April 1, 2017. (2) As of March 31, 2017 SEC filing.

Founded in 2007

>100 investment professionals globally

$39bn(1) asset under management

Joint owner of Watford Re, global insurance and reinsurance group, alongside Arch Capital and second largest shareholder in NFP Corp.

Founded in 1992

41 investment professionals

$12.5bn(2) asset under management

Largest shareholder of NFP Corp., a leading US insurance broker

Founded in 1976

Over 390 investment professionals globally

Approximately $138bn asset under management

Strong prior knowledge of the insurance sector having invested in Willis Group, Alliant Insurance Services and USI

Founded in 1998

>110 investment professionals globally

$33bn asset under management

Significant experience in the insurance sector, including investments in many US mid-market insurance brokers

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SLIDE 8

KIRS Vision and Key Highlights

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SLIDE 9

Highly Supportive Market Backdrop

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Phase 1 First period of consolidation Phase 2 Financial crisis Phase 3 Consolidation of the consolidators & increased focus on innovation 2008 – 2011 Credit crisis causes significant slowdown in acquisitions Total Number of Large Broker Acquisitions 2005 – 2008 First wave of consolidation 2012 – Today “Historical” consolidators being acquired, new leaders emerge

Clear consolidation

  • pportunity in a highly

fragmented market

  • c. 150 consolidator

transactions backed by £17bn

  • f private equity capital and

cheap leverage

Insurer funding providing additional firepower to consolidators

Consolidation significantly slowed down

Focus on new avenues of

  • rganic growth (new products

and channels)

Oval and Giles acquired by AJ Gallagher, Jelf and Bluefin acquired by Marsh

New consolidators emerge backed by fresh private equity capital

Latest transaction multiples reflect highly attractive

  • pportunity in the sector

Focus on integration across the value chain development

  • f strong technology / digital

footprint

KIRS is ideally positioned to capitalise on latest market trends

31 5 9 14 2008 2009 2010 2011

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SLIDE 10

KIRS Resulted from Highly Selective Investment Strategy

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2015 2016 Jun Nov Apr Dec 2017 2018 Q3 – Q4

Carefully structured acquisition plan executed in parallel with execution of Fix / Build / Grow plan in Towergate Build

(1) Price Forbes, Chase Templeton, Autonet and Direct Group transactions are signed and completion is subject to regulatory approval. (2) Majority ownership. (3) 20% ownership. (3) (1)(2) (1)(2) (1)(2) (1)(2)

Grow Fix

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SLIDE 11

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KIRS is a multi-faceted insurance intermediary powerhouse with best-in-class capabilities across all parts of the insurance value chain

UK Broking & Underwriting Foundation

 Broad UK coverage and

expertise

 Traditional & select

digital distribution

 Specialised

underwriting capability

 SME & consumer

focused

 Complex risks  Leading independent

Lloyd’s broker

 Blue chip brand  Recruiting top industry

talent

 Leading digital van broker  Premier digital platform  Built for scale

Highly Efficient Service Platform

 Leading service offering  Scale claims operations  Complementary

underwriting capabilities

 Attractive specialist

proposition

 Leading independent UK

PMI provider

 Growth engine  Proven acquisition

platform

KIRS

 Leading diversified

independent UK insurance intermediary group

 Extensive local footprint

combined with global reach

 Large and diversified

earnings base

 Highly scalable operating

platform

 Stable and cash

generative business model

 Early and continued

engagement with the FCA

 Market leading, highly

experienced management team

Digital Market Leader Health Care Market Leader International Wholesale

KIRS Strategic Vision

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SLIDE 12

KIRS Guiding Principle: Maximise Presence Across Value Chain

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e.g. American Airlines, Exxon e.g. Private Motor, Home Customer Characteristics

CUSTOMER

Services (Policy Administration, Claims, Renewals)

Personal

Small & Medium Commercial Large Corporate Complex Aggregator Affinity partner Consultant Reg Broker Reg Broker MGA International Wholesale Broker Reg Broker MGA London Wholesale Broker Reg Broker Online Broker MGA Retail Broker Retail Broker Wholesale Broker MGA

High £ / Policy Low Volume Low £/ Policy High Volume Market Characteristics

CAPITAL

Collectively we have created significant opportunities to disrupt the “traditional” value chain, and realise value across multiple channels and verticals

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SLIDE 13

Multiple Avenues to Capture Incremental Commission

13 £100 £100 £100 £100 £100 £100 Advisory Wholesale Digital Car & Van Underwriting Specialty MGA Underwriting International Advisory Commerical Combined Retail Household

Distribution Underwriting Wholesale Services Other Income Premium to Carrier KIRS Economics £15 £25 £30 £35 £40 £50

Illustrative purposes only

Integration across the value chain gives KIRS the opportunity to maximise commission per policy

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SLIDE 14

Cost savings with a 12 month average payback period are being executed ahead of plan, providing a platform for growth

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 Total 24 cost savings initiatives within the programme

─ 8 initiatives complete as of end Q1‘17 ─ Significant progress on all key projects

 Key Programs include:

Fix

─ IT infrastructure and cost base ─ Finance transformation ─ Turnaround Small Business Unit ─ Property space and supplier consolidation

Operational Effectiveness

─ Various staff saving initiatives ─ Robotics opportunity analysis underway

Build

─ Broker system consolidation

Synergies

─ From acquisitions – Direct Group and Chase Templeton

 £13m actual cost savings delivered in 2016 and £21m additional

annual savings from activities already completed at end Q1’17

Cost Initiatives Growth Initiatives

 2 major income uplift initiatives completed

─ New contract with premium financing counterparty ─ Fee for service agreements with strategic insurance partners

 Investment in income initiatives to drive organic growth include:

─ Strategic income hires across businesses particularly in

Wholesale and Underwriting

─ Hires to drive organic growth in Advisory ─ Broadening product offerings in Autonet, Paymentshield, and

Underwriting

─ Acquisitions bring cross-sell opportunities (e.g., Chase

Templeton, Direct Group and Autonet)

Investment in Change Management

 Dedicated Change team with considerable large scale change experience  Change governance in place for all major programs to coordinate investment control, delivery assurance and benefit realisation

─ Change Director report progress to Executive Committee, Board and Regulator on a regular basis

 Key business stakeholders involved in project design, implementation and monitoring  Partnered with global market leaders to assure execution and outcomes

Continued Execution of Strategic Initiatives

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SLIDE 15

KIRS Operating Framework

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Distribution Wholesale Underwriting (4) Services

Leading UK broker services network and leading claims management and TPA platform Leading UK insurance broker with strong

  • nline presence, extensive local

footprint and high margin specialist brands International insurance and reinsurance broker with a diverse international income stream Leading MGA in the UK with diversified product focus Digital / Direct Advisory

GEO (3) (1) (2) (1)(2)

London Market International

(1)(2) (1)(2) (1) Price Forbes, Chase Templeton, Autonet and Direct Group transactions are signed and completion is subject to regulatory approval. (2) Majority Ownership. (3) 20% ownership. (3) KIRS Group does not incur any of the ultimate underwriting or principal risk in relation to any of the services or products that we provide and therefore we neither provide capital nor assume any responsibility for insurance claims costs.

Highly diversified and integrated insurance distribution, underwriting and services company with a diverse portfolio of leading brands

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SLIDE 16

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Product Focus Distribution Model Market Position 2016 PF(1) Income (Total: £487m) 2016A PF Adj. EBITDA (Total: £134m)(2) (3)  Van  Property insurance via mortgage brokers  Specialist and bespoke products  Online (direct and price comparison websites (‘PCW’))  Direct via phone  Mortgage brokers  Leading UK broker in van  Leading distributor of property insurance via mortgage brokers  One of the top UK SME broker via PCW £311m £79m £93m £18m

Advisory Digital Underwriting Wholesale Segment Services Distribution Segment

(1) “Pro Forma Income” means the combined income of Towergate, Price Forbes (FX adjusted), Autonet, Direct Group and Chase Templeton (annualised) for the year ended December 31, 2015 and 2016, as applicable. (2) Includes £3m in KIRS group costs. (3) “Pro Forma Adjusted EBITDA” means Towergate EBITDA, Autonet EBITDA, Price Forbes EBITDA, Direct Group EBITDA and Chase Templeton EBITDA, as adjusted for certain run rate cost savings and other exceptional items as determined by management.

£97m £25m 2016A GWP (Total: £2.8bn) £1,230m £950m £625m  General insurance  Health (Private Medical Insurance (‘PMI’) broker to SMEs)  Face-to-face broking  Direct via phone and call centres  Leading independent General Insurance and PMI broker in the UK  Large and complex specialty risk  Design and placement of risks from all major international insurance and reinsurance markets in London, Bermuda and Europe  Leading Top 5 independent wholesale broker  Commercial Lines  Specialty Personal Lines  Specialty Lines  Agriculture  Motor  Premium sourced from external and internal brokers  Global capability  Leading full service MGA in Europe  Post-sales servicing  End-to-end claims management  Insurers, corporates and affinities  Carriers, underwriters and brokers  Leading provider of claims management and post- sales servicing in the UK

Underwriting and Services Segment

Overview of KIRS Segments

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SLIDE 17

KIRS Company Highlights

  • 1. Leading diversified independent UK insurance intermediary group

17

  • 2. Extensive local footprint combined with global reach
  • 3. Large and diversified earnings base
  • 4. Highly scalable operating platform
  • 5. Stable and cash generative business model
  • 6. Early and continued engagement with the FCA
  • 7. Market leading, highly experienced management team
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SLIDE 18
  • 1. Leading Diversified Independent UK Insurance Intermediary Group

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 UK’s leading MGA

Underwriting Wholesale

 Price Forbes is a top five independent London and international

wholesale broker(1)

Services

 UK’s leading broker services network and leading claims

management platform

(£ in millions)

UK Insurance Broker Rankings by Income (1)

 Leading independent SME and specialty personal lines-focused UK

broker, distributing 3rd party and own branded insurance products

 UK’s leading provider of property related insurance products via

mortgage brokers

 Leading van broker in the UK with significant share  Strong provider of Buildings & Contents (B&C) and Mortgage

Payment Protection Insurance

 Leading private medical insurance intermediary in the UK

Distribution

KIRS has a strong position in the UK insurance intermediary market

Leading diversified independent broker and top 10 broker overall in the UK market with c.£2.8bn GWP

(1) Source: Insurance Times Top 50 Brokers 2016. (2) Income is pro forma for Bluefin and Jelf acquisitions. (3) Pro Forma Income. £953 £866 £758 £650 £601 £507 £487 £387 £285 £243 £229 £223 £219 £146 £131 £117 £109 £75 £69 £64 £63 £62 £61 £56 £55 £55 £41 £40 £38 £36 £36 £35 £32

International Personal Commercial London (3)

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SLIDE 19
  • 2. Extensive Local Footprint Coupled with Global Reach

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Distribution Wholesale Underwriting Services

Key

Distribution Underwriting Wholesale Services

 9 local offices serving local brokers  Highly efficient operations centre in Doncaster  Primary operations in Doncaster and Preston  7 national contact centers each with a product focus online and

  • n the phone

 81 local offices across the country serving local clients  London headquartered, in close proximity to Lloyd’s and

London market

 97% of premium in respect of non-UK risks sourced from an

extensive network of global brokers

Ireland United Kingdom

Extensive UK distribution network linked to international capital markets

Wholesale Markets

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SLIDE 20
  • 3. Large and Diversified Earnings Base…

 No material GWP or income concentration around key

producers

 Call centre and online operations naturally diversified  Stability of frontline staff further underpinned by a

comprehensive retention strategy, including long-term incentive plans for top performers, focus on culture change and integrated CRM systems  Strong retention figures for 2016 across the business

 No material income concentration on any specific

customer

 No more than 11% of total GWP written by a single

carrier  Top 5 carriers all “A”-rated or above  Long term relationships with all key carriers, underpinned by recently renewed capacity agreements

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Highly Diversified Business Model 2016 Pro Forma Income(1)

Digital Advisory Wholesale Underwriting Services 34% 30% 16% 18% 2%

No meaningful concentration by income producer, carrier, distribution channel or product

(1) “Pro Forma Income” means the combined income of Towergate, Price Forbes (FX adjusted), Autonet, Direct Group and Chase Templeton (annualised) for the year ended December 31, 2015 and 2016, as applicable.

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SLIDE 21

Expert Specialist knowledge Partnerships Strong customer relationships “Stickiness” of specialist products

  • 3. …With Numerous Niche Specialisms

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A depth of specialist knowledge built-up over many years

Examples of Specialties

  • Est. 1990

Property

  • Est. 1982

Marine

  • Est. 1998

Van

  • Est. 1907

Healthcare

  • Est. 2002

Medical

  • Est. 1983

Haulage

  • Est. 1985

Classic Car

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SLIDE 22
  • 4. Highly Scalable Operating Platform

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Significant investments made across all KIRS businesses since early 2016 to optimise operating infrastructure and prepare the group for the next phase of growth

Key Programmes Include:

 Premium and policy management  Renewals and administrative services  Offline sales and servicing  Coverage of the complete claims lifecycle  Platform provision  Optimisation of support functions (e.g. Finance, HR)

Key Areas of Focus:

 IT Transformation Programme: £19m investment completing in Q2‘17

to create fit for purpose IT infrastructure

 Finance Transformation Programme: £21m ongoing investment to

maximise efficiency and integration vs. front end systems

 Implementation of automated solutions in low complexity / high

volume processes

 Consolidation and simplification of property footprint and

procurement function

Middle and Back Office Capabilities

 Well-invested Claims and

TPA platforms with significant spare capacity in existing systems

Services

 Multiple investments

underway focused on improving pricing capabilities and speed of product launches

Underwriting

 Broad IT investment

programme to upgrade and upscale existing infrastructure

Wholesale

 Highly scalable, well

invested online platform

 Fast growing home

insurance panel

 Significant investment in

new, consolidated front-end system

Distribution

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SLIDE 23
  • 5. Highly Diversified, Stable, and Cash Generative Business Model

23

Pro Forma Income(1)

Strong foundation, poised to achieve substantial growth and rapid organic deleveraging

Pro Forma Adjusted EBITDA(2)

% Margin 27% 5.7x Opening £134 2016A £487 2016A Rapid organic deleveraging driven by cost reduction plans well under-way

(£ in millions)

Targeted Net Debt / Pro Forma Adjusted EBITDA

(1) “Pro Forma Income” means the combined income of Towergate, Price Forbes (FX adjusted), Autonet, Direct Group and Chase Templeton (annualised) for the year ended December 31, 2015 and 2016, as applicable. (2) “Pro Forma Adjusted EBITDA” means Towergate EBITDA, Autonet EBITDA, Price Forbes EBITDA, Direct Group EBITDA and Chase Templeton EBITDA, as adjusted for certain run rate cost savings and other exceptional items as determined by management.

Distribution: £311m Wholesale: £79m Underwriting: £97m Towergate: strong continuing trend of

  • rganic quarter-on-

quarter PF Adj. EBITDA growth Nevada: track record

  • f organic EBITDA

growth with strong cash flow conversion

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SLIDE 24
  • 6. Early and Continued Engagement with the FCA

 The FCA has been involved from the outset of the process, and remains supportive of the proposed new

group

 We have engaged with the FCA with full transparency and acted swiftly and appropriately when required  We continue to liaise with the FCA as the KIRS management team remains highly focused on completing

the implementation of best in class risk and compliance policies and improvement of legacy operations

24

The FCA has been supportive of the development of KIRS

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SLIDE 25
  • 7. Market Leading, Highly Experienced Management Team

25

KIRS has attracted an experienced best of breed management team with a high profile in the market

Distribution Management Wholesale Management Underwriting and Services Management

Paul Dilley

+25 years experience

Derek Coles

+25 years experience

David Leatham

+30 years experience

Andy Baughan

+30 years experience

Andrew Bell

+20 years experience

David Bruce

+30 years experience

Scott Hough

+20 years experience

Michael Donegan

+35 years experience

David Baxter

+40 years experience

Neil Pearce

+20 years experience

James Masterton

+25 years experience

Gordon Newman

+50 years experience

Steve Anson

+20 years experience

Joe Thelwell

+15 years experience

Warren Dickinson

+25 years experience

Craig Ball

+10 years experience

Corporate Management

Kay Martin

+25 years experience

Geoff Gouriet

+20 years experience

Sarah Dalgarno

+25 years experience

Antony Erotocritou

+15 years experience

David Ross

+26 years experience

Mark Mugge

+20 years experience

Adrian Brown

+28 years experience

Janice Deakin

+16 years experience

Ian Donaldson

+20 years experience

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SLIDE 26

Update on Key Strategic Initiatives

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SLIDE 27

Towergate: Extensive Cost Reduction Programme

27

£56m cost savings identified and committed (20% reduction in 2015 cost base) with circa 1 year average payback – 61% complete at end March 2017

 programme essentially completed in Q1’17  Including server migration to Azure Cloud  Improvements to networks and telephony  Over 4,000 users upgraded to Windows 10  Contract signed with Accenture  Investment in robotics and process automation started  Completed initial process engineering activities  Closed Milton Keynes and Manchester locations  Footprint reduced by 21% with locations reduced from 140

to 98 (Jan‘15 to date)

 Consolidated suppliers across cleaning, waste, repairs &

maintenance and security

 Back office operational process efficiency  Reduced reliance on agency and temporary staff  Commenced supplier rationalisation and procurement

programme using external parties

 Detailed implementation planning for consolidation of

broker systems completed

 First roll-outs commenced in 2017

£5m Total

IT Transformation

£19m £7m

Finance Transformation

£21m

£14m SBU Turnaround

£4m £7m

Property Cost Reduction

£1m £5m

Initiative Total One-off Costs Total Medium- Term Savings Progress to Date Operational Efficiency

£2m £18m

Broker Systems Consolidation

£12m £56m £59m £6m

£4m

£7m £4m

Annualised Savings to end Q1’17

£13m

  • £34m

£7m £13m £7m £5m

Annualised Savings to end 2017

£16m

  • £48m

Programme = 20% reduction in 2015 cost base

£13m cost savings already achieved in 2016 in-year result, 50% one-off spend paid before March’17

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SLIDE 28

Additional Benefits Not Included in £134m Pro Forma Adjusted EBITDA(1)

28

Medium-term identified cost savings of £8m, signed contracts resulting in £6m uplift in profitability and near-term revenue synergies of £2m have been excluded from Pro Forma Adjusted EBITDA(1)

£8

Medium-term identified and committed cost savings

£6

Signed contracts resulting in profitability step-change in 2017

£2

Near-term identified and committed revenue synergies

£16

Potential additional savings

(£ in millions)

(1) “Pro Forma Adjusted EBITDA” means Towergate EBITDA, Autonet EBITDA, Price Forbes EBITDA, Direct Group EBITDA and Chase Templeton EBITDA, as adjusted for certain run rate cost savings and other exceptional items as determined by management.

No cost to achieve additional benefits

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SLIDE 29

KIRS Financial Highlights

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SLIDE 30

Strong Income and EBITDA Growth Potential

30

Strong Pro Forma Adjusted EBITDA growth driven by efficiency improvements and income growth in Nevada

Growth 2015 2016 £ % Towergate N.A. £84(3) N.A. N.A. Nevada £46 £50(4) £4 +10% KIRS Group N.A. £134 N.A. N.A.

Pro Forma Income(1) Pro Forma Adjusted EBITDA(2)

2015 2016 Growth Towergate N.A. 26% N.A. Nevada 30% 31% +1% KIRS Group N.A. 27% N.A.

Pro Forma Adjusted EBITDA Margin

(£ in millions)

Growth 2015 2016 £ % Towergate N.A. £325 N.A. N.A. Nevada £151 £163 £12 +8% KIRS Group N.A £487 N.A. N.A.

(1) “Pro Forma Income” means the combined adjusted income of Towergate, Price Forbes (FX adjusted), Autonet, Direct Group and Chase Templeton (annualised) for the year ended December 31, 2015 and 2016, as applicable. (2) “Pro Forma Adjusted EBITDA” means Towergate EBITDA, Autonet EBITDA, Price Forbes EBITDA, Direct Group EBITDA and Chase Templeton EBITDA, as adjusted for certain run rate cost savings and other exceptional items as determined by management. (3) Includes £35m of Pro Forma adjustments for Towergate related to the cost reduction initiatives as set out on page 27. (4) Includes £13m of net Pro Forma adjustments primarily consisting of FX and expected cost synergies.

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SLIDE 31

Towergate: Very Positive Income and Expense Trends

31

Income vs. Prior Year Expenses vs. Prior Year

Second quarter of sustainable income growth and third quarter of Pro Forma Adjusted EBITDA(1) growth

(7%) (7%) (5%) 2% 1% (10%) (5%) 0% 5% Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 5% 5% 5% 3% (3%) (0%) (6%)(8%) (4%) (10%) (5%) 0% 5% 10% Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17

Quarter 1 2017

Growth 2016 2017

£ %

Income £77 £78 +£1 +1% Staff costs (£46) (£40) £6 14% Op expenses (17) (19) (1) (8%) Total expenses (£63) (£59) +£5 +8% PF Adj. EBITDA(1) £14 £19 +£6 +42% Margin 18% 25% +7%

New management team: expense savings started

 

(£ in millions)

Note: The financial information included in this Presentation only includes 9 months of audited information from the year ended December 31, 2015 for Towergate. Towergate’s Q1 2015 financial results are unaudited and unreviewed and may not reflect what Towergate results would have been had the current group structure and management been in place from January 1, 2015. (1) “Pro Forma Adjusted EBITDA” means Towergate EBITDA, Autonet EBITDA, Price Forbes EBITDA, Direct Group EBITDA and Chase Templeton EBITDA, as adjusted for certain run rate cost savings and other exceptional items as determined by management.

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SLIDE 32

Nevada: A Continuing Trend of Income Growth

32

Source: Autonet, Price Forbes, Direct Group and Chase Templeton: Reported revenues as per statutory accounts. (1) Price Forbes, Chase Templeton, Autonet and Direct Group transactions are signed and completion is subject to regulatory approval. (2) Majority Ownership.

Chase Templeton (1) (2) Direct Group (1) (2) Autonet (1) (2) Price Forbes(1) (2) Nevada Pro Forma Adjusted Income

8% 1.9% 9.3% 16.4% 31.5%

Nevada Portfolio Comprises Strong Organically Growing Businesses

(£ in millions)

£140 £155 £11 £8 £151 £163 2015 2016 Reported Income Pro Forma Adjustment £41.5 £42.3 2015 2016

Reported Income

£61.6 £67.3 2015 2016

Reported Income

£12.7 £16.7 2015 2016

Reported Income

£24.4 £28.4 2015 2016

Reported Income

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SLIDE 33

Highly Cash Generative Business Model

33

Nevada is highly cash generative – Towergate capex and exceptional spend expected to reduce significantly post completion of the ongoing Transformation Programme

63% 90% 76% Towergate Nevada KIRS Group

(1) Operating Cash Conversion defined as Operating and Investing Cash Flow (Adjusted EBITDA less Working Capital Movement and Maintenance Capex) over Adjusted EBITDA and excludes capex and exceptional costs related to cost reduction initiatives and other one-off costs. Typical maintenance capex is c.2% of income.

2016 Operating Cash Conversion(1)

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SLIDE 34

Indicative Capitalisation and Leverage

34

KIRS Group is expected to support circa £800m gross debt, with a net leverage of circa 5.7x,

  • rganically de-leveraging rapidly – we are exploring different financing options

Indicative Capitalisation & Leverage 2016A Pro Forma Adjusted EBITDA(1) Towergate £84 Nevada £50 Total KIRS Group £134 Estimated Gross Debt £800 Estimated Cash (40) Indicative Net Debt £760 Indicative Net Leverage 5.7x Implied Transaction Equity Value(2) £655

(£ in millions)

(1) “Pro Forma Adjusted EBITDA” means Towergate EBITDA, Autonet EBITDA, Price Forbes EBITDA, Direct Group EBITDA and Chase Templeton EBITDA, as adjusted for certain run rate cost savings and other exceptional items as determined by management. (2) Based on third party fairness opinion supporting Nevada roll-over contribution and price of Towergate's most recent rights issue.

Proceeds of any potential financing to be used to refinance existing debt, finance the acquisitions of Direct Group, and Chase Templeton, pay fees and expenses, and cash

  • n Balance Sheet
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SLIDE 35

KIRS Group Financial Targets

Mid-single digit income growth, underpinned by market growth and investments made in income producers 2019 EBITDA margin in 25-35% range Operating cash conversion(1) 80-90% Project Capex and exceptional costs largely complete by 2018, £45-55m spend expected through 2018 ETV: Gross £45-65m before any insurance, vendor or asset recoveries (estimated to be c.£12m) Positive levered free cash flow expected for 2018 Rapid organic deleveraging

35

1 2 3 4 5

(1) Operating Cash Conversion defined as Operating and Investing Cash Flow (Adjusted EBITDA less Working Capital Movement and Maintenance Capex) over Adjusted EBITDA and excludes capex and exceptional costs related to cost reduction initiatives and other one-off costs. Typical maintenance Capex is c.2% of Income.

6 7

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SLIDE 36

Conclusion

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SLIDE 37

Conclusions

We are creating KIRS to capitalise on highly supportive market tailwinds in a structurally attractive sector Transactions completed to date will combine into one of the largest independent players in the market, an ideal platform for future growth Strong combination of market leading management teams, deep product expertise and wide presence across entire value chain Highly resilient business model with great cash flow generation capabilities HPS and MDP share management vision and are fully committed to supporting its implementation

37

1 2 3 4 5

KIRS will be a leading diversified independent insurance intermediary group in the UK

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SLIDE 38

Q&A

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SLIDE 39

Appendix

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SLIDE 40

40 Description Highlights & Strategy

 Create leading online distributor of SME and niche

personal lines insurance, with competitive advantage in scale, technology and pricing insight  Combination of Autonet (a leading van provider) and Towergate’s SME online business (#2 SME provider) creates a dominant online player transacting £100m van and SME GWP online  Extend pricing and risk expertise combining technology and data insight of both businesses  Build online scale in Home (Paymentshield) and niche products using market position, brand and expertise e.g., Classic Car  Utilise Direct Group to drive further efficiencies, and invest savings in driving growth of high margin niches

 2016A GWP: c. £480m  Products: Blend of volume and niche General

Insurance products (SME, Van, Home, Caravan, Marine, Medical, Excess)

 Channels: Online direct, online price comparison

websites, mortgage brokers, affinities and wholesale

 FTEs: c. 1,800  Locations: Stoke, Southport, Oxted, Stevenage,

Dudley, Cheltenham, Colchester

Home SME Car Van Medical Non-Standard Property Caravan Care Homes Marine Other Direct Aggregator Mortgage Broker Partner

Overview 2016A Business Mix by GWP 2016A Distribution Mix by GWP

Distribution – Digital Overview

Relentlessly focused on expanding Digital across new products and channels

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SLIDE 41

Description 41

 Unique market position as the only scale

independent General Insurance and Health business in the UK through a combination of the leading independent regional SME and Healthcare brokers  £600m General Insurance Premium + £160m API in Health  Cross-sell across combined client base of 800k customers  400 strong, dedicated and expert sales force

 Significant synergy opportunity between Chase

Templeton and existing Healthcare / PMI offering in Advisory

 Expand product offering off the back of ongoing

roll-out of single, improved front end system

 2016A GWP: c. £750m  Products: General insurance (including Commercial

Motor, Commercial Property, Private Home, Professional Indemnity, Private Car, General Personal, Marine) and Health

 Channels: Face-to-face broking, telephone  FTEs: c. 1,800  Locations: 9 national contact centres and 67 local

  • ffices

Highlights & Strategy

General Commercial Commercial Motor Commercial Property Private Home Professional Indemnity Other GI Corporate PMI Individual PMI Other PMI Carrier A Carrier B Carrier C Carrier D Carrier E Carrier F Carrier G Other

Distribution – Advisory Overview

Overview 2016A Business Mix by GWP

New producer hires and commission monetization have positioned Advisory for growth

2016A Carrier Mix by GWP(1)

(1) Excludes Chase Templeton.

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SLIDE 42

42

Description Highlights & Strategy

Wholesale – Overview

 Price Forbes is a top five independent London

wholesale broker  Strong presence in major international markets  Diversified mix of business with growth in Non- Marine business over recent years  Focus on large and more complex risks

 Investment in Bishopsgate will create a new

growth vehicle that has been untapped to date  Large scale recruitment of new producers to date will establish a robust growth platform  Continued recruitment will drive growth in new products and capabilities

 Significant cross-sell opportunity with Advisory

and Underwriting

 Key segments: Marine, Energy, Natural Resources

and Non-Marine (including Aviation, Cargo, Financial Products, Health, Property and Specie)

 Channels: Insurance and reinsurance markets in

London, retail brokers and direct to policyholders

 FTEs: c. 400  Locations: London headquarters, in close proximity

to Lloyd’s market

Non-Marine - International Non-Marine - North America Marine, Energy & Natural Resources - International Marine, Energy & Natural Resources - North America Other

Bishopsgate New Hires Role / Product Line Key Hire(1) (Joining date)

Executive Chairman Gordon Newman (Jul-17) Professional Indemnity Emma Lucas (Feb-17) Confidential appointment (Apr-17) International Property / Canadian / Australian Matt Edwards (Dec-16) International Binders Simon Allport (Jan-17) Personal Accident Confidential appointment (May-17) UK Binders Confidential appointment (Jul-17)

Wholesale – Overview

Overview Price Forbes 2016A Business Mix by Income

Leading Wholesale franchise continues to expand with new business and new hires

(1) Name provided where individual has already joined. All other names withheld but employment contracts have been signed.

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SLIDE 43

Description Highlights & Strategy

Underwriting – Overview

43

 The combined Towergate Underwriting and Direct

Group is the largest full service MGA in Europe  Significant improvement in Towergate loss ratios in 2016 creating a stable platform for sustainable profitable growth  Strong relationships and long-term commitments with eight main carriers  Good growth opportunities to expand internationally and to create a London Market MGA  Direct Group organic growth and new business capabilities are highly accretive to current franchise  Four pillar strategy to access UK, London and International markets

 2016A GWP: c. £625m  Products: Commercial, Household, Specialty

Personal Lines and Agriculture

 Channels: External and internal insurance brokers  FTEs: c. 800  Locations: Offices throughout the UK and three

European locations

Underwriting – Overview

Overview 2016A Business Mix by GWP

Combination of Towergate Underwriting and Direct Group creates leading MGA platform

2016A Carrier Mix by GWP

Commercial Personal Agriculture Household Other Carrier 1 Carrier 2 Carrier 3 Carrier 4 Carrier 5 Carrier 6 Carrier 7 Carrier 8 Others

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SLIDE 44

Description Highlights & Strategy

Services – Overview

44

 Direct Group is a leading outsourcing partner to

the UK insurance industry  More than 2,000 active broker relationships with

  • ver 225,000 claims handled in 2016

 Provides services to UK General Insurers representing almost 87% of total UK GWP  Strong growth trajectory across all business lines expected to continue, driven by high retention and highly executable new business pipeline (new client wins already secured in Q1’17)

 Products: Post sales administration outsourcing on

behalf of insurers, corporate and affinities and front and back-office outsourcing

 Channels: Provide services to 14 of the 20 largest

UK General Insurers

 FTEs: c. 540  Locations: Primary operations in Doncaster and

Preston

TPA Services Claims Management Services Overview Selected Trading Relationships

Leading claims management and TPA services offering