CORPORATE OVERVIEW 1

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1 CORPORATE OVERVIEW 1

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3 CONTENTS CFO SIM Overview 4 Investment Banking Overview 6 Corporate Finance 8 Research 9 Sales, Trading & Market Making 10 Italian Stock Exchange 11 Listing Advantages 13 Admission Requirements 14 AIM Italy 15 Listing Process 20 Corporate Clients 22 Recent Transactions 23 Selected Institutional Relationships 24 Corporate Roadshows 25 Events 26 Team 27 3

4 CFO SIM: OVERVIEW CFO SIM is the largest independent Family Office in Italy, founded in 2000 by a group of experienced professionals to satisfy the financial needs of families and companies with innovative tailored solutions. CFO SIM serves 200 clients through five offices in Italy, Switzerland and Luxembourg CFO is founded 1,600,000,000 Euro under management 2015 Investment Banking Division Launched 4

5 AUTHORISATIONS CFO SIM is recognized as a NOMAD for AIM ITALY by Borsa Italiana. CFO SIM is subject to supervision by the Bank of Italy, and has obtained all permissions for the receipt and transmission of orders, proprietary trading and fund raising, with CONSOB resolution no of 24 July CFO SIM is authorized by CONSOB to perform all investment and ancillary services throughout all 27 EU countries, the only Italian SIM to be so authorised. CFO SIM is an official Equity Markets Partner of Borsa Italiana. Equity Markets Partners and Borsa Italiana work together to support small and medium sized Italian companies in their own growth. 5

6 CFO SIM: INVESTMENT BANKING OVERVIEW Independent Boutique Investment Banking Firm dedicated to fast growing Italian SMEs CFO SIM is a Milan AIM Nominated Advisor, Market Maker and Corporate Broker, providing a full range of services from private fundraising through to full public listings. On-going advice and support is provided by an experienced team drawn from our Corporate Finance, Equity Sales and Research departments. Corporate Broker Wealth Management Stock Liquidity Access to Capital AIM Nomad Experience Corporate Finance Research Sales Our Clients Receive Quality Research Advice & Guidance CONSOB Regulated Fundraising Expertise Trusted Partner Growth Opportunities 6

7 Focus: We focus on working with and listing outstanding companies on the Milan AIM and guiding them to the Star segment of the MTA via the fast-track program. This gives investors an attractive entry valuation and the benefits of improved visibility and liquidity once the passage to the main market is competed. Network: We have unrivalled connections with international investors, providing them with first class research, advice and trading services. We have an international database containing more than 10,000 institutional investors, which we target based on various factors such as market cap, sector and others. An Experienced Team: Our Equity Capital Markets team has structured, and raised capital in, over 35 IPOs on various European Exchanges. We have an multilingual sales force of experienced professionals dedicated to the stock and bond markets. Execution: We provide bespoke roadshow services, analyzing our client company to find the right appointments with the most appropriate investors, in addition to full planning, scheduling and execution of the roadshow. We compile a full report and analysis of investor meetings and post-meeting feedback. 7

8 Equity Capital Markets Mergers & Acquisitions Debt Capital Markets CORPORATE FINANCE Debt Structuring Advisory Financial advice / Extraordinary Transactions Arranger/Lead Manager Equity Capital Markets Advisory NOMAD Global Coordinator Financial advisory/corporate Finance transactions with institutional investors Private Equity Advisory Execution & Financial Due Diligence 8

9 Equity Research RESEARCH Multi-sector expertise Carrying out fundamental and technical research of Italian and foreign markets, or on single issuers and their financial instruments traded in these markets. The research activity supports the other activities of the structure: Equity Sales & Trading, Equity Capital Markets. In relation to the role of Market Maker/Corporate Broker, Equity Research is dedicated to the production of financial analysis to the highest market standards. 9

10 Sales, Trading & Market Making SALES, TRADING & MARKET MAKING Corporate Broking Providing ongoing advice to our corporate clients. Our brokers deal with all aspects of investor relations including roadshows to existing and potential shareholders. Fund Raising & Brokerage Sales activity in the primary and secondary markets. Market Maker Management of stock liquidity on the market. 10

11 Non Regulated Markets Regulated Markets ITALIAN STOCK EXCHANGE The Italian Stock Exchange is divided into different markets, including: MTA The leading Italian Equity Market dedicated to mid and large size companies. The MTA also includes the STAR segment, for leading companies that meet specific criteria, for example transparency, governance and liquidity. MIV (Electronic Market for Investment Vehicles), dedicated to investment vehicles. AIM Italy, The Multilateral Trading Facility of Borsa Italiana devoted to Italian small and medium enterprises with high growth potential. MTA Electronic Stock Market MIV Electronic Market for Investment Vehicles FAST TRACK PRIVATE COMPANIES 11

12 ITALIAN STOCK EXCHANGE STATISTICS Since 2007 the number of listings on regulated markets has dropped dramatically, and is still significantly below precrisis levels. This has been accompanied by exponential growth in the AIM market, currently with more than 80 listed companies. # IPO # IPO #IPO Years MTA STAR Aim Italia source: Borsa Italiana 12

13 LISTING ADVANTAGES An IPO represents a strategic choice in the life of a company and exercises its influence on all aspects of the company's business. The advantages are the following: GROWTH DIVERSIFICATION Allows the company to raise capital to finance important growth projects and to make acquisitions using its own shares as currency. It helps diversify funding sources, reducing dependence on the banking system. It allows the company to expand its shareholding structure. It offers to existing shareholders an exit strategy from the capital and the possibility to monetize their investments. It provides liquidity to the shares. MARKETING VALORISATION Increases the visibility of the company and its bargaining power in relation to customers and suppliers. It increases the credibility of the company thanks to the presence of qualified investors in the capital. It guarantees the company an objective and transparent evaluation of its capital. It allows the introduction of incentive plans for managers and employees and the acquisition of qualified human resources. 13

14 ADMISSION REQUIREMENTS MTA SEGMENTO STAR AIM ITALIA Float 25% 35% 10% Certified Financial statements (if they exist) Offer Institutional / retail Institutional / retail Institutional Other documents Admission Document Planning & Control Report Business Plan / QMAT Admission Document Planning & Control Report Business Plan / QMAT Admission document Market cap ( ) Min. 40 m Min. 40 m max 1 bn No formal requirment BOD (n. representatives) Internal Control Committee Incentives for top management Recommended (Corporate Governance Code) Recommended (Corporate Governance Code) Recommended (Corporate Governance Code) Obligatory (See Rules) Obligatory (Independent majority) Obligatory (Performance Related Pay) No formal requirment No formal requirment No formal requirment Investor relator Recommended Obligatory Not obligatory Website Recommended Obligatory Obligatory Main advisor Sponsor / Global coordinator Sponsor / Global coordinator Nomad 14

15 AIM ITALY AIM Italia - Alternative Capital Market is the Italian stock exchange dedicated to small and medium-sized Italian companies with high growth potential. As an MTF it is a non-regulated market and mainly dedicated to equity securities. AIM Italia has been particularly successful in the last few years as an alternative financing instrument, as has the UK AIM. The number of companies listed on the AIM has increased from just 4 in 2009 to 89 at year end The total market capitalization of AIM listed companies has increased from 0.5bn to more than 3bn between 2012 and source: Bloomberg 15

16 AIM ITALY STATISTICS Raise ( M) More than 1 billion has been raised on the Milan AIM since it opened in % of raises over 20 million, with 27% over 10 million. Source: CFO Sim elaborations on Bloomberg data % Free Float More than 50% of AIM listed companies have a free float of more than 20%. 35% of AIM listed companies have a free float above 30%. Source: CFO Sim elaborations on Bloomberg data 16

17 Nomad A Nomad is a central figure for AIM Italia. The Nomads must be approved by Borsa Italiana and included on the AIM Italia Register. 19 Nomads currently registered with Borsa Italiana. Source: Borsa Italiana Industry - ICB A wide variety of sectors represented with everything from industry to consumer services and goods. Consumer services, financials, technology and industry the most heavily represented sectors. Source: CFO Sim elaborations on Bloomberg data 17

18 ACTORS INVOLVED GLOBAL COORDINATOR FINANCIAL ADVISOR MARKET MAKER INVESTOR RELATIONS LEGAL ADVISORS NOMAD AUDITING FIRM 18

19 GLOBAL COORDINATOR FINANCIAL ADVISOR Roadshow organization Bookbuilding Organization of meetings with institutional investors. Due diligence Support to define the structure of the transaction Preparation of the infomemorandum Preparation of the business plan MARKET MAKER NOMAD INVESTOR RELATIONS It guarantees the liquidity of the securities. Organization and management of the listing process Due diligence Support in the valuation processes Compliance with Regulation for Issuers Manages relationship with investors and intermediaries. plan LEGAL ADVISORS Due diligence Information memorandum/admission document Advice on corporate governance Listing prospectus AUDITING FIRM Certified financial statements Consistency with data within the prospectus / document for admission Support for verification of management system control 19

20 IPO TIMING FOR THE AIM LISTING PROCESS Sample Timetable for the Listing Process Month 1 Month 2 Month 3 Month 4 Month 5 Due Diligence Nomad Business Plan Info memo Pre-Marketing Kick-off meeting Legal e Fiscal Due Diligence Preparation of the Admission Document Certification of financial statements Filing Due Diligence Stock Exchange Authorization from Stock Exchange Listing 20

21 LISTING PROCESS PREPARATION DUE DILIGENCE INQUIRY PLACEMENT Any re-organization company/group Possible changes in governance Certification financial statements Adoption of international accounting standards for MTA and international or Italian for AIM Italy - Alternative Capital Market Defining business plan First contact with the Italian Stock Exchange and consultants Choosing advisors Business due diligence Adequate management control (SCG) to the characteristics of the company and the stock market h Creating Equity Story Choosing of the listing market and timing Organization of the placement consortium Two months on the part of the Italian Stock Exchange and Consob in the event of listing on the main market There is no preparatory inquiry in the event of listing on AIM Italy-Market Alternative Capital Admission to AIM Italia Road shows in Italy and abroad and book building for institutional placement Retail distribution in the event of listing on the main market Admission MTA For the IPO process it is reasonable to expect a minimum of 8-9 months for the MTA market and 4-5 months for AIM Italy - Alternative Capital Market, without considering the activities of pre-listing 21

22 CORPORATE CLIENTS Software 2015: Market Maker, Corporate Broker Media 2016: Corporate Broker Industrial 2016: Corporate Broker Web Hosting 2016: Market Maker Food & Beverage 2016: Market Maker, Corporate Broker Technology 2016: Market Maker Food & Beverage 2015: Market Maker, Corporate Broker Communications 2016: Market Maker Renewable Energy 2016: Market Maker, Corporate Broker 22

23 RECENT TRANSACTIONS July 2015 November 2015 INITIAL PUBLIC OFFERING LEAD MANAGER INITIAL PUBLIC OFFERING JOINT BOOKRUNNER July 2015 July 2016 CONVERTIBLE BOND INITIAL PUBLIC OFFERING LEAD MANAGER JOINT BOOKRUNNER 23

24 SELECTED INSTITUTIONAL RELATIONSHIPS 24

25 CORPORATE ROADSHOWS A Italy: Milan, Rome B England: London C France: Paris D Spain: Madrid H E F G H I J K L M Germany: Frankfurt, Munich, Nuremberg Luxembourg Monaco Sweden: Stockholm Denmark: Copenhagen Switzerland: Geneva, Zurich, Lugano Austria: Vienna Ireland: Dublin Singapore D L B C G F J E A I K M 25

26 CORPORATE EVENTS CFO SIM organises and sponsors a variety of events to complement our service offering Nuremberg: CFO SIM German Independent Asset Management Event Mar 18 Paris: CF&B Large & Mid Cap Event Oct 5 Paris: CF&B Small Cap Event April 11 Nuremberg: CFO SIM Italian Equity Event Oct 14 Frankfurt: DVFA Springtime Investor Conference May 8 Frankfurt: Deutsche Boerse German Equity Forum Nov 21 Frankfurt: DVFA SCC Small Cap Conference Aug 30 Milan: Borsa Italiana Small Cap Conference Nov 29 26

27 TEAM Luca Di Liddo holds a degree in Business Administration from Bocconi University in Milan and has been working in investment banking for over 15 years. Prior to joining CFO SIM with the task of developing Equity Capital Market activities, he was a Founder and Head of Corporate Finance of Integrae SIM where he successfully executed more than 15 listings on the Italian AIM market and structured several capital increase transactions of listed companies as well as issuance of Convertible bonds. Previously he was Head of Execution at Abaxbank and Manager of ABN AMRO Rothschild. Luca is a member of AIAF (Italian Association of Financial Analysts). Filippo Maria Palmarini graduated in Political Sciences (Business Law), from the State University of Milan, Master in Financial markets from Bocconi University of Milan, 25 years working in Investment Banking. Prior to joining CFO SIM with the task of developing the placement of securities in the primary market and supporting the liquidity of securities post-listing, he was a founder of Integrae SIM and held the position of Partner/Head of Equity Sales and Trading, where he was involved in over 15 listings on the AIM Italy market, also providing Specialist and Corporate Broking services to more than 20 listed companies. He was also Head of Corporate Broking and Equity Sales of Abaxbank, and Head of Syndication of Banca Aletti. Luca Arena holds a university degree in Business Administration and Finance from the University of Turin. He has more than 15 years of equity analysis experience both in domestic and international institutions. Prior to joining CFO SIM with the role of Head of Equity Research, he had previously worked as Senior Equity Analyst at ICBPI, Berenberg Bank, where he contributing to open the Italian business of the bank, focusing on mid-small cap coverage, in Mediobanca, a leading domestic investment bank and in Cheuvreux, a French Pan-European stockbroker. Luca is an ordinary member of AIAF (Italian Association of Financial Analysts) John Paul Everitt, Graduated in International Business with a joint degree from the University of Hull (UK) and University of North Carolina Greensboro (USA), and has professional experience working in the UK, USA, South Korea and Italy. Prior to starting his current position in CFO SIM, he was in charge of International Institutional Sales in Integrae SIM where he dealt with IPOs on the Milan AIM and worked on developing the Specialist and Corporate Broking services. John has also worked for 5 years for a Luxembourg based boutique advisory firm specialized in fundraising for small to medium sized companies on various European exchanges. He has also completed the CFA Institute Investment Foundations certificate program. 27

28 Giovanni Tommasi holds a degree in management engineering, majoring in finance from Milan Politecnico. Prior to joining CFO SIM, with the role of senior analyst of the Corporate Finance team, he gained 3 years of experience working in a consulting firm on M & A and Debt Restructuring and in Integrae SIM, where he accomplished 7 quotations on AIM Italy. Giovanni is a Level II candidate for the CFA Program. Federico Oriani has a degree in management engineering with a specialization in finance from Milan Politecnico, he is both an industrial engineer and a IT engineer. He has acquired a number of technical qualifications, participated in national conferences and published books. He is also an auditor for associations of national importance. He has been in CFO since 2008, and holds a senior position in Corporate Finance and the Real Estate division. Ben Atter holds a degree in Politics from the University of East Anglia (UK) and a certificate in Financial Markets from Yale University. He has been working in Italy for 15 years, and prior to his current position at CFO SIM was responsible for three branches of the Wall Street Institute (part of the Pearson Group). He has also completed the CFA Institute Investment Foundations certificate program. 28

29 DISCLAIMER This document is for informational purposes only and should not be regarded as an offer or solicitation to buy the securities or other instruments mentioned within. Neither it not any part of it form the basis of and should not be relied upon in connection with any contract. CFO SIM S.p.A. shall not be liable for any direct or indirect damages, including lost profits arising in any way from the information contained in this manual. This material is for the use of intended recipients only, and only for distribution to professional and institutional investors. CFO SIM S.p.A. uses reasonable efforts to obtain information from sources which it believes to be reliable but the contents of this document have been prepared without any substantive analysis being undertaken into the companies concerned or their securities and it has not been independently verified. No representation or warranty, either express or implied, is made nor responsability of any kind is accepted by CFO SIM S.p.A., its directors or employees either to the accuracy or completeness of any information contained in this document. Opinions expressed are our current opinions as of the date appearing on this material only (25/10/2016). The information and opinions expressed are provided for the benefit of CFO SIM S.p.A. clients as at the date of this document and are subject to change without notice. This document is being supplied to you solely for your information and may not be reproduced, re-distributed or passed to any other person or published in whole or in part for any purpose. The material in this document is not intended for distribution outside the European Economic Area. This material is not directed at you if CFO SIM S.p.A. is prohibited or restricted by any legislation or regulation in any jurisdiction from making it available to you, and persons who come into possession of this material should inform themselves about, and observe, any such restrictions. By accepting this document you agree that you have read the above disclaimer and to be bound by its limitations and/or restrictions. 29

30 Milano CFO Corporate Family Office Head office Via dell Annunciata, 23/ Milano Tel Branch Office V.le della Libertà Pordenone Tel Branch Office Via Cefalonia Brescia 30