RESULTS PRESENTATION FY2018 0 Contents 1 1 Key Financial - - PowerPoint PPT Presentation

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RESULTS PRESENTATION FY2018 0 Contents 1 1 Key Financial - - PowerPoint PPT Presentation

RESULTS PRESENTATION FY2018 0 Contents 1 1 Key Financial Highlights P 2-3 2 Portfolio Performance P 4-13 Net Asset Value progression Realisations Investments Oakley Fund commitments Fund investment


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SLIDE 1

RESULTS PRESENTATION FY2018

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SLIDE 2

Contents

1

OAKLEY CAPITAL INVESTMENTS

1 Key Financial Highlights

P 2-3

2 Portfolio Performance

P 4-13

3 Oakley Capital Private Equity

P 14-28

▪ Net Asset Value progression ▪ Realisations ▪ Investments ▪ Oakley Fund commitments ▪ Fund investment ▪ Co-investment ▪ Cash / other assets and liabilities ▪ Portfolio analysis ▪ Outlook

4 Appendices

P 29-42

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SLIDE 3

Oakley Capital Investments – continued strong performance

2

OAKLEY CAPITAL INVESTMENTS

NAV per share Total NAV return Exit premium to book value Full-year dividend

£130m 281p 36% £110m 16% 4.5p

Performance year ending 31 December 2018

Realisations Investments

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SLIDE 4

Strong returns track record

3

OAKLEY CAPITAL INVESTMENTS

10 year total NAV return of 172%

OCI total NAV return 16% 47% 172% 1 Year 3 Years 10 Years

£ 0.00 0.50 1.00 1.50 2.00 2.50 3.00 Dec-07 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-17 Dec-18

NAV per share, dividend and share price

NAV per share Dividend Share Price

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SLIDE 5

Portfolio performance & successful exits grow NAV

4

OAKLEY CAPITAL INVESTMENTS

FY18 Fund revaluations FY17 1p 14p 29p 4.5p Co-investment revaluations Realisations Dividend 2p Fees 245p 281p

15% NAV per share increase

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SLIDE 6

2018 activity – realisations

(1) As at 31 December 2017

5

OAKLEY CAPITAL INVESTMENTS

Organic growth & synergistic acquisition 4.7x MM 118% IRR £35.6m Structural growth drove market leader 2.5x MM 44% IRR £15.1m Underlying structural growth & revenue diversification 3.7x MM 51% IRR £51.5m Organic growth driven by strategic acquisitions 5.4x MM 56% IRR £12.6m Extension of existing facility €28.9m to Fund III £10.5m Upsized facility provided by existing lenders €12.7m to Fund III £4.6m Gross returns OCI Proceeds Distributions OCI Proceeds Investment strategy

0.0 10.0 20.0 30.0 40.0 50.0 60.0

Parship Verivox Facile Damovo Fair Value OCI proceeds

£m

Uplift on book value 21% 56% 18% 38%

Strategy

(1)

Realisations Re-financings

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SLIDE 7

2018 activity - investments

6

OAKLEY CAPITAL INVESTMENTS

Leading provider of private university groups in Germany £30.7m Italy’s leading online price comparison platform £29.4m OCI investment cPanel Acquired to join Plesk, the group now encompassing two webhosting automation software platforms £14.6m Centre Européen de Management Hotelier International ("CMH") First acquisition in pursuing the buy & build strategy in the French tertiary education sector £3.2m Colegio San Patricio Comprises of 42 schools, educating over 31,000 students globally £4.9m Doyle Palma Acquired sails operation and funding for North Sails Apparel and M&A £3.9m OCI additional investment Business description Description Acquisition

Investments Follow on investments

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SLIDE 8

Oakley Fund commitment drives NAV growth

7

OAKLEY CAPITAL INVESTMENTS

£299m 146p per share 25% IRR

Oakley Fund investment

£105m 51p per share

Cash/other assets & liabilities

£107m 52p per share 11% IRR

Co-investment

31p per share £64m

Debt Equity

(1)% IRR

Cash/other assets & liabilities

18%

Oakley Fund Investment

52%

Co-investment

30%

£575m NAV by investment type

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SLIDE 9

A balanced portfolio across three distinct sectors

8

OAKLEY CAPITAL INVESTMENTS

NAV by company

Facile

£29.4m

Inspired

£72.9m

TechInsights

£13.4m

CONSUMER

North Sails

£39.4m Debt: £40.6m

Casa & atHome

£41.8m

Schülerhilfe

£39.7m

Career Partner Group

£45.6m

Daisy

£15.2m Debt: £14.9m

WebPros (Plesk + cPanel)

£71.5m

AMOS

£15.1m

EDUCATION TMT

Time Out

£42.7m Debt: £20.9m

Fund Investment

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SLIDE 10

High growth, conservative debt, modest valuations

(1) Multiple analysis based on EV, Net Debt and EBITDA as at 31 Dec 2018 valuations. Analysis excludes Time Out Group plc. (2) Percentage of Fund portfolio company value

9

OAKLEY CAPITAL INVESTMENTS

Portfolio analysis

3.8x

Avg 2018 Net Debt/EBITDA

12.6x

Avg Dec 2018 Valuation Multiple

39%

Avg 2018 FY EBITDA Growth Fund Investment

  • No. of Companies

1 2 3 4 5 6 7 8 <10% 10 - 30% >30%

  • No. of Companies

Portfolio Company EBITDA growth vs prior year 0%

(2)

41% 59%

1 2 3 4 5 6 < 10x 10x - 12x >12x

Portfolio Company EV/EBITDA(1)

1 2 3 4 5 Net cash < 3x 3x - 5x 5x - 7x

Portfolio Company Net debt/EBITDA(1)

  • No. of Companies

3% 17% 41% 39% 3% 45% 52%

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SLIDE 11

Co-investment

10

OAKLEY CAPITAL INVESTMENTS

If OCI has appropriate cash levels, it will consider providing debt instruments to the portfolio companies if the returns are appropriate. Co-Investments: 31 Dec 2017 Fair Value £m 31 Dec 2018 Fair Value £m Interest Maturity Debt Securities Daisy 28.2 14.9 6.5% May 2019 North Sails 27.8 40.6 7.5% Dec 2020 Fund Facilities 13.5 30.6 6.5% 1yr after issue Time Out

  • 20.9

12% Oct 2020 Total 69.5 107.0 Where attractive to do so, OCI takes direct equity stakes in portfolio companies when an Oakley Fund can no longer make follow on investment (e.g. Time Out). The board will also consider directly holding stakes that are currently held via a Fund when an Oakley Fund has to sell at the end of its life (e.g. Inspired). Co-Investments: 31 Dec 2017 Fair Value £m 31 Dec 2018 Fair Value £m Equity Securities Time Out 41.2 22.3 Inspired 26.2 41.8 Total 67.4 64.1

Equity Debt

Co-investment

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SLIDE 12

Meeting commitments & maximising returns

11

OAKLEY CAPITAL INVESTMENTS

Conservative cover but avoiding excessive drag

£108m

Cash at 31 December 2018

£152m

Outstanding commitment to Fund I, II and III

97% 33% 26% 56% 32% 24% 22% 2% 24% 22% 16% 18% 0% 20% 40% 60% 80% 100% 120% 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Net Cash as % NAV

Cash / other assets & liabilities

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SLIDE 13

£41.8m £71.5m £13.4m £39.7m £15.1m £45.6m £29.4m £80.0m £30.1m £72.9m £63.7m

£0.0m £50.0m £100.0m £150.0m £200.0m £250.0m £300.0m

≥2 years 2-4 years 4+ years

Balanced maturity profile

12

OAKLEY CAPITAL INVESTMENTS

3.5 years average investment holding period

Note: As at 31 December 2018

Casa & atHome Schülerhilfe CPG Facile TechInsights WebPros AMOS North Sails Daisy Inspired Time Out

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SLIDE 14

Outlook

13

OAKLEY CAPITAL INVESTMENTS

Strong profit growth, combined with exits above book value will continue to drive returns

▪ Strong performance set to continue. Inflection points reached in the two turn around investments ▪ Further liquidity events expected this year either through exits and/or refinancings ▪ A pan-European portfolio of companies enjoying structural change will be resilient to economic and political uncertainty ▪ 2018 demonstrated the repeatability of Oakley’s unique sourcing model ▪ Further follow on M&A identified ▪ Strong pipeline of opportunities focused on core sectors ▪ The Board will continue to review the opportunity to buy back shares ▪ A conclusion on the appropriate market listing for OCI will be reached in the first half of 2019 ▪ Further Board strengthening expected ▪ Relaunch of Annual Report, website and introduction of factsheets

Existing portfolio New opportunities Governance

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SLIDE 15

OAKLEY CAPITAL PRIVATE EQUITY

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SLIDE 16

MID-MARKET FOCUS

Pie charts are graphed by number of investments in current portfolio as at 30 June 2018 (incl. Damovo)

SECTOR FOCUS WESTERN EUROPE FOCUS

15

€100m-400m

Enterprise value

Consumer TMT

An established mid-cap investor with superior returns

Education

OAKLEY CAPITAL INVESTMENTS

▪ Attractive bracket of sector champions with hidden pockets of value ▪ Strong fit with Oakley’s entrepreneurial culture, core strengths and experience ▪ Regions and countries with strong entrepreneurial landscapes ▪ Regional variations create opportunities for repeating strategies ▪ Strong sector fundamentals

  • Education: large and growing sector
  • Consumer: focus on digitally led models
  • TMT: focus on digital infrastructure

companies

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SLIDE 17

Consistently exceeding its target returns

16 Verivox I Emesa Educas Monument Broadstone Headland Media Host Europe Daisy plc Intergenia I Facile.it Parship Elite Group Verivox II Intergenia II HEG Damovo (40%) (20%)

  • 20%

40% 60% 80% 100% 120% 140%

  • 1.0x

2.0x 3.0x 4.0x 5.0x 6.0x 7.0x Gross IRR Gross MM

MM & IRR EXITED DEALS

Target 30% IRR Target 2.5x MM >10.0x

TMT Consumer Education OAKLEY CAPITAL INVESTMENTS

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SLIDE 18

OAKLEY CAPITAL INVESTMENTS

Investment strategy results in acquisitions at low entry multiples and positive multiple arbitrage through value creation

FUND I FUND II

Oakley entry multiple increasing due to mix effects (e.g. higher multiples in Education) but well below sector valuations

FUND III

EV / EBITDA

6.7x 8.8x 10.3x

Entry Oakley Entry Sector Av. Exit Oakley

8.1x 10.3x 12.3x

Entry Oakley Entry Sector Av. Exit Oakley

10.7x 14.1x

Entry Oakley Entry Sector Av. Exit Oakley

Note: Averages are simple arithmetic means across the data sets and include proforma multiples when relevant

17

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SLIDE 19

CONSUMER

Sector expertise

18

OAKLEY CAPITAL INVESTMENTS

TMT EDUCATION

Fund II asset Fund III asset Fund I asset

Oakley’s core concentration is Digital Consumer, with the focus being on marketing-led businesses with leading positions in their respective industries.

£215m 37%

Value

  • f OCI NAV

Proven track-record in three core sectors

Originally investing in hosting and telecoms space, Oakley’s experience and insightful network has helped to target businesses that are key to supporting advancements in technology.

£115m 20%

Value

  • f OCI NAV

£173m 30%

Value

  • f OCI NAV

A sector with very attractive fundamentals, Education has grown to become a significant area of investment for Oakley, with portfolio companies across different segments

  • f the market.
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SLIDE 20

WebPros - TMT

19

OAKLEY CAPITAL INVESTMENTS

COUNTRY: Switzerland/USA INVESTMENT DATE: April 2017 FUND: III

Global leading SaaS platform for server management

REVENUE Dec 2018A

$114.0m

VALUATION: £71.5m OPEN COST: £24.0m

THE OPPORTUNITY: Partnering with proven entrepreneurs to institutionalise an under-managed business with a highly sticky customer base.

EBITDA GROWTH YoY

22%

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SLIDE 21

OPEN COST: £0.4m COUNTRY: Canada

TechInsights - TMT

20

OAKLEY CAPITAL INVESTMENTS

Global leader in patent services and advanced technology intelligence

REVENUE Dec 2018A

$51.8m

EBITDA GROWTH FY17-FY18A

10%

INVESTMENT DATE: May 2017 FUND: III VALUATION: £13.4m

THE OPPORTUNITY: Leveraging TechInsights' extensive, proprietary technology database and experience to accelerate growth in its subscription business.

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SLIDE 22

Daisy - TMT

21

OAKLEY CAPITAL INVESTMENTS

#1 independent UK provider of communications, IT and cloud services

REVENUE Mar 2018A

£684.3m

EBITDA GROWTH FY17-FY18A

31%

OPEN COST: £24.6m COUNTRY: UK INVESTMENT DATE: July 2015 FUND: II VALUATION: £30.1m

THE OPPORTUNITY: Working with an long-established Oakley partner to grow the business through transformational M&A.

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SLIDE 23

Casa & atHome - Consumer

22

OAKLEY CAPITAL INVESTMENTS

Leading real estate classifieds portals in Italy and Luxembourg

REVENUE Dec 2018 LTM

€39.0m

EBITDA GROWTH Jun 17A - Jun 18A

37%

OPEN COST: £26.3m COUNTRY: Italy INVESTMENT DATE: January 2017 FUND: III VALUATION: £41.8m

THE OPPORTUNITY: Realising synergies through integration of assets and cost optimisation, and then accelerating growth through more efficient marketing and expansion into adjacent product verticals.

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SLIDE 24

Facile - Consumer

23

OAKLEY CAPITAL INVESTMENTS

Italy’s leading online price comparison platform

REVENUE Dec 2018A

€87.7m

EBITDA GROWTH FY17-FY18A

35%

OPEN COST: £29.4m COUNTRY: Italy INVESTMENT DATE: June 2018 FUND: III VALUATION: £29.4m

THE OPPORTUNITY: As market leader, Facile is well-positioned to take advantage of expected growth in the Italian price comparison market, which is currently less developed than other European markets.

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SLIDE 25

Time Out - Consumer

24

OAKLEY CAPITAL INVESTMENTS

A global leading digital brand with a global audience reach of 250 million

REVENUE Dec 2018

£47.7m

(1)

EBITDA IMPROVEMENT FY17-FY18

73%

OPEN COST: £112.1m COUNTRY: Global INVESTMENT DATE: November 2010 FUND: I & OCI VALUATION: £63.7m

THE OPPORTUNITY: Transitioning a trusted global brand from print to digital and rolling out the Time Out Market concept to new cities.

(1) Liberum Forecasts – 6 December 2018

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SLIDE 26

North Sails- Consumer

25

OAKLEY CAPITAL INVESTMENTS

Global market leading high-performance marine and sailing group

REVENUE Dec 2018A

$232.0m

EBITDA GROWTH FY17-FY18A

12%

OPEN COST: £70.4m COUNTRY: USA INVESTMENT DATE: March 2014 FUND: II VALUATION: £80.0m

THE OPPORTUNITY: A chance to consolidate the leading marine brand with its principal European licensee to deliver significant synergies, as well as develop the brand in apparel and accessories.

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SLIDE 27

Career Partner Group - Education

26

CPG is one of the fastest growing private university groups in Germany

REVENUE Dec 2018 LTM

€82.2m

EBITDA GROWTH YoY

86%

[The opportunity – why have we invested?]

OPEN COST: £30.7m COUNTRY: Germany INVESTMENT DATE: January 2018 FUND: III VALUATION: £45.6m

THE OPPORTUNITY: Supporting the continual development of one of the most highly ranked private university businesses in Germany, particularly in the online university and dual studies segments, two high-growth sectors.

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SLIDE 28

Schülerhilfe - Education

27

#1 provider of after-school tutoring in Germany

REVENUE Dec 2018A

€79.6m

EBITDA GROWTH FY17-FY18A

12%

OPEN COST: £30.8m COUNTRY: Germany INVESTMENT DATE: July 2017 FUND: III VALUATION: £39.7m

THE OPPORTUNITY: The leading after school tutoring provider in Germany with over 125,000 students, providing better results at a lower cost than competitors, and with a proven track record of highly consistent growth.

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SLIDE 29

AMOS - Education

28

France’s leading sport business school

REVENUE Dec 2018A

€12.6m

EBITDA GROWTH FY17-FY18A

44%

OPEN COST: £10.0m COUNTRY: France INVESTMENT DATE: August 2017 FUND: III VALUATION: £15.1m

THE OPPORTUNITY: AMOS provides a platform for a roll-up in the higher education sector, with the aim of replicating the success of Inspired in the K-12 sector.

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SLIDE 30

Inspired - Education

29

One of the leading premium private schools groups globally

REVENUE Aug 2018A

€265.2m

EBITDA GROWTH FY17-FY18A

60%

OPEN COST: £36.0m COUNTRY: UK INVESTMENT DATE: August 2014 FUND: II VALUATION: £72.9m

THE OPPORTUNITY: Supporting one of the world’s fastest growing premium private school groups with a buy-and-build strategy: highly attractive market dynamics; long-term revenue visibility; strong cash flow generation and limited cyclicality.

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SLIDE 31

APPENDIX 1 NARROWING THE DISCOUNT

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SLIDE 32

Narrowing the NAV discount (1)

31

Topic Status Comment Prevent NAV dilution Alignment of interest Returning cash

“Going forward the Board does not intend to issue equity or sell stock from treasury at a discount to NAV” Message repeated in 3 public announcements, reiterated in 2018 full year report OCI Board and Oakley Partners hold c.5% of OCI shares vs 1.2% a year ago Dividend: FY 4.5p announced in 2018, level to be maintained Buyback: The board plans to initiate further share buy backs in due course

OAKLEY CAPITAL INVESTMENTS

Greater disclosure

Reconciliation of OCI holdings, more investment detail, increased communications 2019: introduced Factsheet, more materials available on relaunched website including paid for research

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SLIDE 33

Narrowing the NAV discount (2)

32

Topic Status Comment Share liquidity & shareholder concentration Gold standard listing

Since start of IR programme in 2017, 44% of the register has traded 2018 total volume: 98m shares +32% YoY growth Avg daily volume: 387k Top ten holders 79% (today) vs 91% (start of 2017) Currently Bermuda incorporation & AIM listing A review of the listing has been completed and our legal advice sought regarding our ability to meet main list requirements

Board composition & duration

Accrued significant experience New independent candidates being considered

OAKLEY CAPITAL INVESTMENTS

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SLIDE 34

APPENDIX 2 FEES

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SLIDE 35

Fees

34

2% 20%

Management fee

On commitment for a 5 year period post Fund inception; thereafter 2% on capital invested

Performance fee

On returns above a 8% pa hurdle rate

2% 20%

Management fee

On investments held directly by OCI (i.e. not including the Oakley Funds)

Performance fee

On returns earned by OCI over and above 8% pa hurdle rate on directly held investments

2%

Advisory fee

Of the equity transaction value

Up to

£

Operational costs

Recharge costs incurred either directly / indirectly on behalf

  • f OCI

Oakley Funds Co-investment OCI administration

OCI makes direct investments in portfolio companies when an investment

  • pportunity is

either too large for a Fund or beyond its life span.

OAKLEY CAPITAL INVESTMENTS

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SLIDE 36

APPENDIX 3 FUND STRUCTURE & THE INVESTMENT TEAM

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SLIDE 37

Oakley Capital Investments (OCI)

36

L.P.s €908m Oakley Capital Investments €704m Portfolio Companies Oakley Funds (I, II & III)

Investment Adviser Total Capital Committed Private Equity Funds

Equity and Debt Co-Investments

OAKLEY CAPITAL INVESTMENTS

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SLIDE 38

Structure

37 The Company

Oakley Capital Investments Limited

The Administrative Agent

Oakley Capital Manager Limited

The Investment Adviser

Oakley Capital Limited

About OCI

OCI is a closed-ended investment company with the principal objective to achieve capital appreciation through investments in a diversified portfolio of private mid-market businesses primarily in Europe. OCI offers investors a liquid investment vehicle, through which they can obtain exposure to the underlying Oakley Funds with minimal administrative burden, no long-term lock-up and no minimum investment size. The OCI Board has the ultimate decision to invest (or take any other action). In the ordinary course it makes decisions, after reviewing the recommendations provided by the Investment Adviser.

About OCML

Oakley Capital Manager Limited (the “Administrative Agent”) provides

  • perational assistance and services to

the Board with respect to OCI’s investments and its general administration. The Administrative Agent is managed by experienced administrative and

  • perational

executives.

About OCL

Oakley Capital Limited (“Oakley”) serves as investment adviser to the Administrative Agent with respect to

  • OCI. It was incorporated in England and

Wales in 2000, and is authorised and regulated by the Financial Conduct Authority. Oakley is primarily responsible for making investment recommendations along with structuring and negotiating deals for the Oakley Funds. OAKLEY CAPITAL INVESTMENTS

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SLIDE 39

Leadership team of experienced investment and

  • perational professionals…

Joined Oakley: March 2014 ▪ >15 years investment experience ▪ Previously a Partner at Cinven ▪ Sector experience includes healthcare, retail, service sectors, consumer Joined Oakley: January 2017 ▪ >15 years investment experience ▪ Previously a Partner at Charterhouse ▪ Sector experience includes media, education and business services Joined Oakley: August 2017 ▪ >15 years investment experience ▪ Previously Member of Executive Board and CIO at ProSiebenSat.1 ▪ Sector experience includes media, education, consumer and healthcare Rebecca Gibson Partner Ralf Schremper Partner Arthur Mornington Partner

Entrepreneurial culture & team

Joined Oakley: at inception ▪ Co-founded Oakley Capital with Peter ▪ Previously developed Pipex and 365 Media in 2002-07 ▪ Responsible for operations and development of Oakley and its activities Joined Oakley: at inception ▪ >20 years experience ▪ Serial entrepreneur ▪ Founded Oakley Capital in 2002 ▪ Success in the public markets and TMT sector with Pipex and 365 Media Joined Oakley: September 2007 ▪ 20 years investment and

  • perational experience

▪ Previously at Advent and Henderson Private Capital ▪ Sector experience includes media, consumer and digital commerce Joined Oakley: September 2013 ▪ >15 years investment experience ▪ Previously a co-founder of a SaaS internet start-up ▪ Sector experience includes TMT and consumer industries Alex Collins Partner David Brickell Partner David Till Senior Partner Peter Dubens Managing Partner

38

OAKLEY CAPITAL INVESTMENTS

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SLIDE 40

APPENDIX 4 FUND VALUATIONS

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SLIDE 41

Overview of OCI’s underlying investments

40

OAKLEY CAPITAL INVESTMENTS

Fund Investments Sector Location Year of Investment Residual Cost Fair Value Fund I Time Out Consumer Global 2010 £44.9m £20.4m OCI's proportionate allocation of Fund I investments (on a look through basis) £20.4m Other Assets and Liabilities (£2.3m) OCI's investment in Fund I £18.2m Fund II North Sails Consumer Global 2014 £37.6m £39.4m Fund II Inspired Education Global 2014 £17.2m £31.1m Fund II Daisy TMT UK 2015 £10.4m £15.2m OCI's proportionate allocation of Fund II investments (on a look through basis) £85.8m Other Assets and Liabilites (£14.0m) OCI's investment in Fund II £71.8m Fund III Casa / atHome Consumer Italy 2017 £26.3m £41.8m Fund III Schulerhilfe Education Germany 2017 £30.8m £39.7m Fund III WebPros TMT Switzerland 2017 £24.0m £71.5m Fund III TechInsights TMT Canada 2017 £0.4m £13.4m Fund III AMOS Education France 2017 £10.0m £15.1m Fund III CPG Education Germany 2018 £30.7m £45.6m Fund III Facile.it Consumer Italy 2018 £29.4m £29.4m OCI's proportionate allocation of Fund III investments (on a look through basis) £256.5m Other Assets and Liabilites (£47.8m) OCI's investment in Fund III £208.6m Co-investment: Equity Time Out Consumer Global 2010 £47.2m £22.3m Debt Time Out Consumer Global 2018 £20.0m £20.9m Equity Inspired Education Global 2017 £18.8m £41.8m Debt Daisy TMT UK 2015 £14.2m £14.9m Debt North Sails Consumer Global 2014 £32.8m £40.6m Debt Fund Facilities n/a n/a n/a £30.6m Total Co-investments £171.2m Total OCI investments £469.7m

Fund I Fund II Fund III Co-investment

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SLIDE 42

Fund III – Portfolio details

41

OAKLEY CAPITAL INVESTMENTS

31 December 2018

Returns: 30 June 2018 As at 31 December 2018 (EUR million unless

  • therwise noted)

Date of initial investment Entry EV (local currency) % Holding Total Cost invested Dec 2018 Proceeds Fair Value Gross MM Gross IRR OPEN INVESTMENTS Casa & atHome Jan-17 € 130.0 83% 104.3 (1) 28.9 122.0 1.4x 23% WebPros (Plesk & cPanel) Apr-17 $105.0 (2) 51% (3) 65.7

  • 220.9

3.4x 207% TechInsights May-17 $71.5 62% 44.5 / 11.9 (4) 12.7 43.6 4.7x 101% Schülerhilfe Jul-17 € 274.0 48% (5) 85.9

  • 113.0

1.3x 20% AMOS Aug-17 € 23.3 74% 27.2

  • 44.0

1.6x 60% CPG Jan-18 € 170.0 65% 84.6

  • 132.4

1.6x 57% Facile Jun-18 € 445.0 21% 80.4

  • 80.4

1.0x 0% Total gross portfolio 460.1 41.6 756.3 1.7x 54% Net Returns 1.5x 44%

(1) Equity is represented net of €32.8m short term equity bridge; (2) Entry EV presented is for Plesk only (3) Original control investment with dilution to 39% following acquisition of cPanel in September 2018; (4) Underwritten equity of €44.5m was refinanced within 3 months so investment cost was restated to €11.9m; (5) Schülerhilfe – Oakley controls 72% of the ordinary equity

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SLIDE 43

Fund II – Portfolio details

42

OAKLEY CAPITAL INVESTMENTS

As at 31 December 2018 (EUR million unless

  • therwise noted)

Date of initial investment Entry EV (local currency) % Holding Total Cost invested Proceeds Fair Value Gross Money Multiple Gross IRR EXITED INVESTMENTS Intergenia Jan-14 € 141.5 51% 49.6 68.1

  • 1.4x

46% HEG Jan-15 € 1,006.0 3% 20.0 42.4

  • 2.1x

40% Parship Elite Group Apr-15 € 101.0 38% 56.7 266.3

  • 4.7x

118% Verivox Aug-15 € 208.0 10% 21.5 53.5

  • 2.5x

44% Facile Sep-14 € 97.8 69% 70.5 261.9

  • 3.7x

51% Damovo Jan-15 € 29.4 57% 10.5 45.2 11.4 (1) 5.4x 56% Total gross realised 228.8 737.4 11.4 3.3x 63% OPEN INVESTMENTS North Sails Mar-14 $172.1 69% 121.0

  • 121.2

1.0x 0% Inspired Aug-14 € 21.8 16% (2) 94.5 52.4 106.4 1.7x 29% Daisy Jul-15 € 953.6 9% 38.9 1.7 49.8 1.3x 10% Total gross unrealised 254.5 54.1 277.4 1.3x 10% Total gross portfolio 483.3 791.5 288.8 2.2x 39% Net Returns 1.9x 30%

31 December 2018

(1) Amount that Fund II expects to receive in deferred consideration, dependent on Damovo’s financial performance in the year to 31 January 2019 (2) Originally control investor before co-invest dilution

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SLIDE 44

Fund I – Portfolio details

43

OAKLEY CAPITAL INVESTMENTS

31 December 2018

As at 31 Dec 2018 (EUR million unless

  • therwise noted)

Date of initial investment Entry EV (local currency) % Holding Total Cost invested Proceeds Fair Value Gross Money Multiple Gross IRR EXITED INVESTMENTS Headland Media Jan-08 £4.0 80% 5.7 15.1

  • 2.7x

28% Host Europe Apr-08 £123.0 83% 59.8 146.5

  • 2.4x

45% Daisy plc(1) Apr-08 £153.0 14% 2.9 91.0

  • 38.2x

75% Monument Jun-08 £5.7 51% 4.3 1.8

  • 0.4x
  • 11%

Verivox Dec-09 £19.1 41% (2) 5.3 78.0

  • 14.9x

72% Broadstone Nov-10 £14.2 84% 34.2 6.3 0.6 0.2x

  • 31%

Emesa Mar-11 £40.0 68% 14.7 52.0

  • 3.5x

109% Intergenia Dec-11 £84.0 51% 30.4 55.0

  • 1.8x

32% Inspired Jul-13 £63.8 51% 23.9 70.5

  • 3.0x

36% Total gross realised 181.1 516.2 0.6 2.9x 44% OPEN INVESTMENTS Time Out Group plc(3) Nov-10 £12.00 34% 82.1

  • 34.7

0.4x

  • 16%

Total gross unrealised 82.1

  • 34.7

0.4x

  • 16%

Total gross portfolio 263.2 516.2 35.3 2.1x 36% Net Returns 1.6x 19%

(1) Includes Daisy Data Centre Solutions; (2) Control investment was voting rights were 51% for Verivox (3) Listed since 2016, valuation marked to market

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Disclaimer and important information

▪ These presentation materials (the “Presentation”), which is confidential and may not be reproduced in whole or in part, nor may any of its contents be disclosed to any third party without the prior written consent of Oakley Capital Limited, is for information purposes only and is not an offer or invitation for subscription or purchase of or a recommendation of interests in Oakley Capital Investments Limited or any Oakley Capital Private Equity fund. Information contained in this Presentation is believed by Oakley Capital Limited to be accurate and correct, and statements of opinion in this Presentation are considered by Oakley Capital Limited to be reasonable, in each case at the date stated on this Presentation, but none of Oakley Capital Limited, Oakley Capital Investments Limited or any Oakley Capital Private Equity fund vehicle, any of the partners of such funds accepts responsibility for any such information, and all recipients of this Presentation are expressly warned of the requirement to carry out their own due diligence into any investment

  • pportunity. Recipients should form their own assessment and take independent professional advice on the merits of investment and the legal, regulatory,

tax and investment consequences and risks of doing so. Accordingly, except as required by law, none of any Oakley Capital Private Equity fund vehicle, any of the partners of such funds accepts any responsibility to any person for the consequences of any person placing reliance on the content of this Presentation for any purpose. ▪ This document is only intended for the information of persons falling within articles 19 (investment professionals) or 49 (high net worth companies, partnerships, unincorporated associations and trusts) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended. The transmission of this document to any other person in the UK other than persons within the categories stated above is unauthorised and may contravene the Financial Services and Markets Act 2000 (“FSMA”). No person falling outside those categories should treat this Presentation as constituting a promotion to him, or act on it for any purposes whatever. Oakley Capital Limited, which is authorised and regulated by the Financial Conduct Authority, is not giving advice to any person in relation to the Presentation. ▪ Past performance is not a reliable indicator or guarantee of future results. ▪ Oakley Capital Investments Limited, a limited partner in Oakley Capital Private Equity LP and Oakley Capital Private Equity II and Oakley Capital Private Equity III, is a publicly traded company in the United Kingdom. Recipients of this Presentation are reminded that the information contained in this document, which may be deemed inside information, must be kept confidential and they agree to comply at all times with all applicable regulations (in the United Kingdom or elsewhere) including the Market Abuse Regulations relating to market abuse, insider trading and privileged information.

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