FY 2015 Results. 10 February 2016

Transcription

1 FY 2015 Results 10 February 2016

2 Disclaimer Forward-looking statements This presentation may contain forward looking statements with respect to Intertrust s future financial performance and position. Such statements are based on Intertrust s current expectations, estimates and projections and on information currently available to it. Intertrust cautions investors that such statements contain elements of risk and uncertainties that are difficult to predict and that could cause Intertrust s actual financial performance and position to differ materially from these statements. Intertrust has no obligation to update or revise any statements made in this press release, except as required by law. Presentation of financial and other information On 19 October 2015 Intertrust NV became the parent of the Group by the contribution of the entire issued and outstanding share capital of Intertrust Topholding (Luxembourg) S.à.r.l. and the outstanding amounts under the Shareholder loans to the Company s shareholder s equity as a capital contribution. The capital contribution has been accounted for as a capital reorganisation under common control and measured at the IFRS historical carrying values of Intertrust Topholding (Luxembourg) S.à.r.l. The consolidated financial information is therefore presented as if the Company had been the parent company of the Group throughout the periods presented. It includes unaudited financial information which is comparable to the historical financial information of the Intertrust group disclosed in connection with Intertrust s listing on Euronext Amsterdam. Financial information is presented on adjusted basis before specific items and one-off revenues/expenses. The 2015 financial information includes the CorpNordic acquisition as of July The financial statements have not yet been issued or approved. The audited financial statements and annual report will be available on March 31,

3 Section 1 Highlights 2015

4 2015 Highlights ( m) FY 2015 Financial highlights Adj. revenue Total growth % Organic growth at constant currency 3 8.1% Adj. EBITA Margin (%) 40.7% Excl. acquisitions at constant currency 41.2% Adj. Pro-forma EBITA Cash flow conversion 5 97% Net Adjusted Income Per Share Intertrust began trading on Euronext Amsterdam on 15 October 2015 Hired 123 new FTE s to deal with expanding business, of which 95 billable Highlights Completed acquisition and integration of CorpNordic, the leading corporate services provider in the Nordics The Business Application Roadmap (BAR) implementation continues to be on track Three independent supervisory board members joined Intertrust s board in 2015: Chairwoman Hélène Vletter-van Dort, Anthony Ruys and Bert Groenewegen Compliance and Regulatory Services, AIFMD Manco and Fund Administration services were further developed Notes 1. Adjusted financials before specific items and one-off revenues/expenses 2. Total growth of adjusted financials 3. Organic growth excluding CorpNordic acquisition 4. Adjusted EBITA including Adjusted EBITA CorpNordic for the period January to June Cash conversion ratio excluding strategic capex 6. Adjusted net income divided by the number of shares outstanding as of December 31, 2015 of 85,221,614 4

5 Volume (000) Share price ( ) Details of the IPO Transaction overview Share price and volume evolution Listing location October 15, 2015, Euronext Amsterdam 22 Deal size 491m 1 Price at IPO 20 Use of proceeds Lock-ups Repayment of existing debt facilities and for general corporate purposes Blackstone: 180 days Management: 360 days % (6%) Dividend policy 40-50% of the adjusted net income Syndicate Post-IPO ownership structure Joint Global Co-ordinators and Joint Bookrunners: Deutsche Bank and UBS Joint Bookrunners: ABN AMRO, Morgan Stanley, JP Morgan Co-lead: Berenberg Free float 37.3% Blackstone 48.7% Oct 6-Nov 28-Nov 20-Dec 11-Jan 3-Feb 7, Management 14.0% Trading volume Intertrust AEX Source: FactSet Notes 1. Total size of primary offering amounted to approximately 465 million. 5

6 Appointment of three highly qualified Supervisory Board members Enhances corporate governance by contributing to the expertise and strength of the Intertrust Supervisory Board Hélène Vlettervan Dort Anthony Ruys Bert Groenewegen Chair since 2015 Professor of Financial Law & Governance at the Erasmus School of Law in Rotterdam and member of the Dutch Monitoring Committee Corporate Governance Code Served on the Supervisory Board of the Dutch Central Bank (the Dutch regulatory authority) from 2010 to 2014 Board member since 2015 Former CEO and Chairman of the Executive Board of Heineken ( ) and former Chairman of the Supervisory Board of Schiphol Group ( ) Held several senior positions at Unilever from 1974 to 1993 Board member since 2015 CFO at Ziggo NV since March 2010 and Ziggo BV since acquisition by Liberty Global in November 2014 Member of the Supervisory Board of Wereldhave NV 6

7 Proactively investing in our IT systems Advanced roll-out and implementation of Business Application Roadmap ("BAR") Program Overview Update on roll-out The BAR program, aiming at enhancing and simplifying the IT application landscape of Intertrust, started in 2014 and covers systems and applications Administration Roll-out completed in 16 jurisdictions Full deployment by Q Estimated total BAR investment of 17.2m in ( 8.5m spent in 2014, 6.5 spent in 2015 and 2.2m budgeted in 2016) Transfer to SaaS 1 and IaaS 2 resulting in lower capex and higher expenses Document management Deployed in the major offices Expanding functionality, such as digital signatures and mobile access Key benefits Harmonisation of the global IT application landscape of Intertrust in key process areas CRM Global roll-out completed with good traction Luxembourg / Bahamas roll-out subject to regulatory approval Reduction in time spent on non-billable activities (more efficient sales process through CRM 3 ) Increased productivity on billable activities (standardisation / introduction of digital documents) Client portal The first release is completed and available in all major offices Receiving positive feedback from the market Electronic document management Offers unified client portal for global clients, simplifying servicing client information needs Staff 80% coverage currently Significant training of users completed Set up of "Business Optimisation Team" Notes 1. Software as a Service 2. Infrastructure as a Service 3. Customer relationship management Source: Company 7

8 CorpNordic acquisition Leading provider of corporate services in the Nordic region with strong footprint in Sweden, Denmark, Norway and Finland Transaction overview Cost synergies breakdown Geographies Key stats Sweden, Denmark, Finland and Norway New locations: Helsinki and Oslo Overlapping locations: Copenhagen and Stockholm 2015 revenue: 11.4m 2015 adj. EBITA : 2.3m c. 681 structures Transaction highlights Bilateral transaction negotiated with founders Management reinvested proceeds in Intertrust Non-compete clause for key personnel Synergies do not take into account opportunities to increase combined top line growth Other costs 35% Staff costs 65% Expected cost synergies: 0.9m p.a. Reduction of overlapping functions Closure of duplicate premises Reduction of professional fees Inclusion in Intertrust insurance coverage Revenue breakdown Norway 11% Denmark 31% By geography 1 Finland 7% Sweden 51% Fund admin 10% By service 2 Foundation management Bondholder 3% representative services 8% Payroll & HR 14% Depositary and compliance services 1% Company management 64% Added new products including agent services for bonds issuances & loans and specialized HR & payroll services 1 based on 2015 revenues 2 based on 2014 revenues 8

9 Section 2 Financial overview

10 Continuing to deliver on our objectives What was our guidance? Metric FY 2015 results Adj. revenue 1 Continue historical trends and aim for above market growth Revenue growth Organic growth at CC % (y-o-y) +8.1% (y-o-y) Adj. EBITA 1 Continued adj. EBITA progression in line with historical trends Adj. EBITA growth Organic growth at CC % (y-o-y) +7.8% (y-o-y) Cash Continued high cash conversion Cash conversion 3 97% Notes: 1. Adjusted financials before specific items and one-off revenues/expenses 2. Organic growth excluding CorpNordic acquisition at constant currency 3. Cash conversion = OpFCF / Adjusted EBITDA, where OpFCF = Adjusted EBITDA less Maintenance Capex excluding strategic capital expenditures 10

11 ( m) 2015 results demonstrating continued strong organic growth 40.4% 41.4% (42.1% excl. CorpNordic and cc) % % (41.2% excl. CorpNordic and cc) Adj. revenue Q4 15 Y-o-Y FY 15 Y-o-Y Total growth % 16.6% Organic growth % 14.7% Organic growth at constant currency 4 6.6% 8.1% Adj. EBITA Total growth % 14.8% Adj. revenue¹ Adj. EBITA¹ Adj. EBITA margin Organic growth % 14.1% Organic growth at constant currency % 7.8% Strong revenue growth highlights Intertrust s continuing ability to outperform the market and gain additional market share, particularly in Netherlands and in Luxembourg Profitability improvement in Q4 (+101 bps over Q4 14 including CorpNordic, +175bps excluding CorpNordic and in constant currency) driven by: Strong revenue growth Positive operating leverage in the second half of the year based on productivity improvements of the new billable staff YTD margin over excluding CorpNordic and in constant currency decrease of 12 bps -mainly driven by additional investments in billable staff and IT to support business growth and new services such as AIFMD Manco services, compliance and PE/RE fund administration services Notes: 1. Adjusted financials before specific items and one-off revenues/expenses 2. Total growth of adjusted financials 3. Organic growth excluding CorpNordic acquisition 4. Organic growth excluding CorpNordic and at constant currency 11

12 Revenue bridge Full year revenue ( m) Mainly thanks to increase in complexity and reporting requirements in addition to new services and market share gain Consolidated since 30 th June 6 months contribution Adj. revenue FY 2014 Organic growth FX impact CorpNordic Adj. revenue FY

13 Significant increase in ARPE with lower number of entities Entities ARPE 1,2 ( k) Total growth 3 (0.8%) Total 17.5% growth 3 Organic growth 4 40,393 (2.5%) 40,065 Organic growth % 8.6 (8.6 excl. CorpNordic) 39 Dec 14 Dec 15 FY 2014 FY 2015 Number of Entities ARPE CorpNordic finished the year with 681 entities Inflow in Luxembourg and Netherlands continues to be positive Portfolio rationalization of low value structures continued in 2015 annualized ARPE of new entities exceeds ARPE of entities outflow Outflow of 1,344 entities registered office entities with low ARPE in Cayman due to the re-entry of new competitor On a constant currency basis excluding CorpNordic, ARPE grew at 10.9% Increase in ARPE continues to be driven primarily by hours per entity due to more complex structures, regulatory requirements, rationalization of low value added entities and the transfer of lower value registered office entities in Cayman Notes: 1. Average revenue per entity ("ARPE") 2. Annualised numbers based on adjusted revenue before specific items and one-off revenue/expenses 3. Including CorpNordic 4. Organic growth excluding CorpNordic 13

14 FTE growth to support new business FTEs Revenue per FTE 1,2 ( k) Total growth % Total 3.5% growth 3 Organic growth 4 8.1% Organic growth 4 6.2% Dec 14 Dec (206.3 excl. CorpNordic) FY 2014 FY 2015 Net increase of 192 FTEs during the year: +69 through the CorpNordic acquisition +95 billable FTE, mainly in the Netherlands and Luxembourg to support business growth +28 non-billable FTE, out of which 14.7 FTE s to support IT initiatives Proportion of billable to non-billable FTE s improved slightly to 75%/25% in 2015 from 74%/26% in 2014 Notes: 1. Full-time employees 2. Annualised numbers based on adjusted revenue before specific items and one-off revenue/expenses 3. Including CorpNordic 4. Organic growth excluding CorpNordic 14

15 Cash conversion remains strong Cash conversion¹ Capex ( m) OpFCF² ( m) % 95.3% 94.9% 97.0% Maintenance Capex ( m) Strategic Capex ( m) Strategic capex driven by implementation of the BAR programme Implementation of Guernsey in Q3 15. Switzerland and the Nordics on track for a January 2016 implementation Focus on business initiatives driving lower maintenance capex Main programs for maintenance capex for the year were related to our VDI implementation, infrastructure improvements, hardware and software licenses Notes: 1. Cash conversion = OpFCF / Adj. EBITDA 2. OpFCF = Adj. EBITDA Maintenance Capex 15

16 Section 3 Business overview

17 Focus on the Netherlands Adj. revenue ( m) Adj. EBITA 1 ( m) Total growth 8.4% 8.7% 8.8% 9.7% Revenue growth generated through increased foreign direct investments, global M&A and private equity activities ARPE growth of 7.6% driven by regulatory and transaction complexity which requires more value-added services increasing hours per entity Strong inflow of new entities due to continued attractiveness of the jurisdiction Outflow of entities driven by end of life and product rationalization initiatives in order to focus on higher ARPE entities Margin improvement of 59 bps, 31 bps due to operating leverage and 28 bps due to local IT costs reallocation New services put in place in 2015 such as depositary services and fund administration services Adj. revenue ( m) Adj. EBITA margin % 61.8% 63.5% 64.1% Number of entities 2 4,434 4,482 ARPE 3,4 ( k) FTE Adj. revenue/fte 4 ( k) Notes: 1. Excluding local IT costs from As of 31 December 3. Average revenue per entity ("ARPE") 4. Annualised numbers based on adjusted revenue before specific items and one-off revenue/expenses 5. Full-time employee ("FTE") as of 31 December 17

18 Focus on Luxembourg Adj. revenue ( m) Adj. EBITA 1 ( m) Total growth 10.4% 15.2% 16.6% 21.8% Revenue growth of 15.2%, supported by continued interest in Luxembourg from internationally operating groups and investment funds ARPE growth of 15.5% due to inflow of high value entities with increased substance requirements, more complex structures and higher value-added services Number of entities stable due to proactive product rationalization of low value entities Margin improvement of 269 bps, 119 bps due to increase in highervalue entities and operating leverage and 150 bps due to local IT costs reallocation Further diversification of services with the introduction of depositary services and further development of regulatory services Adj. revenue ( m) Adj. EBITA margin % 50.9% 47.5% 50.1% Number of entities 2 2,578 2,573 ARPE 3,4 ( k) FTE Adj. revenue/fte 4 ( k) Notes: 1. Excluding local IT costs from As of 31 December 3. Average revenue per entity ("ARPE") 4. Annualised numbers based on adjusted revenue before specific items and one-off revenue/expenses 5. Full-time employee ("FTE") as of 31 December 18

19 Focus on Cayman Islands Adj. revenue ( m) Adj. EBITA 1 ( m) Total growth 17.6% 21.7% 19.3% 23.7% Organic growth at constant currency 2.1% 1.7% 3.4% 3.3% Adjusted revenue growth of 1.7% in USD, driven by registered office services (in part as result of transfer-out fees) and an increase in revenues in our Capital Markets and Fund Fiduciary divisions. ARPE in constant currency grew by 12.5%, driven by growth in fiduciary services, upselling corporate services to existing clients and the outflow of lower ARPE entities The re-entry of Walkers into the Cayman led to reduced inflow and an outflow of 1,344 entities in H2 Cayman transferred 801 entities to Guernsey in Q EBITA margin improvement of 96 bps due to increased revenue supported by a stable cost base and a favourable mix impact due to the transfer of lower margin private business to Guernsey Adj. revenue ( m) Adj. EBITA margin % 62.0% 59.0% 59.9% Number of entities 2 19,437 17,571 ARPE 3,4 ( k) FTE Adj. revenue/fte 4 ( k) Notes: 1. Excluding local IT costs in 2014 and As of 31 December 3. Average revenue per entity ("ARPE") 4. Annualised numbers based on adjusted revenue before specific items and one-off revenue/expenses 5. Full-time employee ("FTE") as of 31 December 19

20 Focus on Guernsey Adj. revenue ( m) Adj. EBITA 1 ( m) Total growth 10.0% 17.3% 34.8% 26.7% Organic growth at constant currency 0.6% 5.7% 23.1% 14.1% Revenue growth at constant currency of 5.7%, driven by the net inflow of client entities of 26.5%, largely due to the transfer of private clients business of Intertrust Cayman (801 entities) ARPE decline of 16.5% in GBP, driven by the mix impact of lower margin private client entities from Cayman Margin improvement of 268 bps, led by the reallocation of IT costs to Global IT, which offset a margin decrease of 130 bps due to investments to support the Cayman business and the implementation of new regulatory services Adj. revenue ( m) Adj. EBITA margin % 42.1% 33.6% 36.2% Number of entities 2 2,627 3,324 ARPE 3,4 ( k) FTE Adj. revenue/fte 4 ( k) Notes: 1. Excluding IT costs from As of 31 December 3. Average revenue per entity ("ARPE") 4. Annualised numbers based on adjusted revenue before specific items and one-off revenue/expenses 5. Full-time employee ("FTE") as of 31 December 20

21 Focus on Rest of the World Adj. revenue ( m) Adj. EBITA 1 ( m) Total growth 34.1% 27.8% 41.3% 30.3% Organic growth at constant currency 5.4% % % % Revenue growth at constant currency excl. CorpNordic acquisition of 5.1% over 2014, driven by continued growth in Singapore, Spain, Ireland and UK partially offset by Curaçao Net inflow of client entities of 7.1% including 681 entities acquired through CorpNordic ARPE growth of 19.4%, a growth of 4 % at constant currency basis and excluding CorpNordic Margin improvement of 58 bps. At constant currency and excluding CorpNordic, margin improved by 163 bps, 94 bps due to operating leverage and 69 bps due to the reallocation of local IT costs Adj. revenue ( m) Adj. EBITA margin % 31.7% % 31.1% 7 Number of entities 2 11,317 12,115 ARPE 3,4 ( k) FTE Adj. revenue/fte 4 ( k) Notes: 1. Excluding local IT costs from As of 31 December 3. Average revenue per entity ("ARPE") 4. Annualised numbers based on adjusted revenue before specific items and one-off revenue/expenses 5. Full-time employee ("FTE") as of 31 December % excluding CorpNordic % excluding CorpNordic 21

22 Section 4 Outlook and objectives

23 Medium term objectives Revenue Objective: slightly above organic market growth which is estimated to be 5% CAGR between Adj EBITA margin: further margin improvement over the 2015 proforma EBITA margin of 40.4% by bps by 2018 including LTIP ( million, million, million) Medium term outlook and objectives supported by operating leverage and productivity improvements slightly impacted by structurally increased IT expenses due to transition to SaaS 1 and IaaS 2 partially offset by decreased IT capex Cash conversion in line with historical rates Maintenance / normalized capex marginally below historical levels, one-off BAR investment completing in 2016 Effective tax rate of ~18% Target steady-state debt ratios : times EBITDA, temporary increase for M&A Target dividend in the range of 40% to 50% of Adjusted net income 3 Dividend policy Dividends to be paid in semi-annual installments First interim payment expected in Q for the year ending 31 December 2016 Notes: 1. Software as a Service 2. Infrastructure as a Service 3. Adjusted net income calculated as adjusted EBITA less net interest cost, less tax cost calculated at effective tax rate 23

24 Appendix Financial statements

25 ( m) Disciplined working capital management Low levels of working capital requirements driven by favourable invoicing cycle and proactive management Impact of 200 bps due to growth of business, the incorporation of CorpNordic and reduced trade payables for transactions and capital expenditures % of LTM revenue 3.4% 5.4% Net working capital cycle positively impacted by customer advance invoicing and payments conditions Customers on annual fixed fee contracts are in most cases billed at the beginning of the calendar year Netherlands, Luxembourg, Guernsey and other countries invoice fixed fees in January/February Cayman, BVI and Bahamas invoice fixed fees in advance in Q4 (77.1) (80.3) Work in progress is invoiced on a monthly or quarterly basis in arrears Other working capital is largely driven by deferred income, accruals and provisions Work-in-progress 1 Trade receivables 2 Other 3 Notes: 1. Represents gross unbilled amount expected to be collected from clients for time-based work performed to date 2. Reflect outstanding invoices of clients adjusted for bad debt provision 3. Defined as deferred income, trade payables, other receivables, prepayments and other payables, and cash held on behalf of clients 25

26 Net debt Proceeds of IPO were used to reduce debt Net debt ( m) As of Dec-14 As of Dec-15 Bank loans Loans from shareholders Non current liabilities Current portion of bank loans Current portion of shareholder loans Current liabilities Total loans and borrowings Add: capitalised financing fees on bank loans Less: Loans from shareholders (88.5) - Less: Cash and cash equivalents attributable to the Company (23.2) (66.5) Net debt Net debt / Adjusted Pro Forma EBITDA x Note: 1. EBITDA calculated as per current financing agreement definition (incl. Pro Forma CorpNordic for 12 months and full year run rate of synergies associated with CorpNordic acquisition 26

27 Income statement Income statements ( m) FY 2014 FY 2015 Revenue Staff expenses (124.2) (144.9) thereof equity share-based payments upon IPO (4.4) Rental expenses (14.5) (17.2) Other operating expenses (40.3) (41.6) thereof transaction & monitoring costs (7.7) (5.3) thereof integration costs (3.3) (3.1) Other operating income Earnings before interest, taxes, depreciation and amortisation (EBITDA) Depreciation and amortisation (34.3) (37.3) (Profit/(loss) from operating activities Finance income Finance costs (75.8) (100.7) Share of profit of equity-accounted investees (net of tax) (0.0) (0.0) Net finance costs (75.7) (100.7) (Profit/(loss) before income tax Income tax (3.4) (4.0) Profit/(loss) for the year after tax Adjustments ( m) Earnings before interest, taxes, depreciation and amortisation (EBITDA) FY 2014 FY Transaction & Monitoring costs Integration costs Other operating (income)/expense (1.7) (3.7) Equity share based payments upon IPO 4.4 One-off revenue (1.2) 0.3 One-off expenses 0.6 (6.3) Adjusted EBITDA Depreciation and software amortisation Adjusted EBITA Adjusted Revenue In October 2015 Intertrust NV became the parent of the Group by the contribution of the entire issued and outstanding share capital of Intertrust Topholding (Luxembourg) S.à.r.l. and the outstanding amounts under the Shareholder loans to the Company s shareholder s equity as a capital contribution. The capital contribution has been accounted for as a capital reorganisation under common control and measured at the IFRS historical carrying values of Intertrust Topholding (Luxembourg) S.à.r.l. The financial information is therefore presented as if the Company had been the parent company of the Group throughout the periods presented. 27

28 Balance sheet Assets ( m) As of Dec-14 As of Dec-15 Assets Property, plant and equipment Intangible assets Investments in equity-accounted investees Other non current financial assets Deferred tax assets Non-current assets Trade receivables Other receivables Work in progress Current tax assets Other current financial assets Prepayments Cash and cash equivalents Current assets Total assets Equity & liabilities ( m) As of Dec-14 As of Dec-15 Share capital Share premium Reserves (14.9) 0.1 Retained earnings (4.3) (2.5) Equity attributable to owners of the Company (7.8) Non-controlling interests Total equity (7.6) Liabilities Loans and borrowings Other non current financial liabilities Employee benefits liabilities Deferred income Provisions Deferred tax liabilities Non-current liabilities Loans and borrowings Trade payables Other payables Deferred income Provisions Current tax liabilities Current liabilities Total liabilities Total equity & liabilities

29 2015 Reported and Adjusted Net Income Reported net income ( m) 2015 Reported EBITDA Depreciation and software amortization (7.2) Amortization of (PPA related) intangibles (30.1) Net finance costs (100.7) Profit before tax 6.6 Income tax (4.0) 2015 Reported Net Income 2.6 Adjusted net income ( m) Adjustments 2015 Adjusted EBITDA Excluding non-recurring items and equity share based payments upon IPO Depreciation (7.2) Adjusted EBITA Amortization of [PPA related] intangibles 0 Net finance costs (16.7) Acquisition related amortisation excluded from Adjusted Net Income definition Proforma post IPO interest costs Profit before tax Income tax (22.3) 18% proforma taxes 2015 Adjusted Net Income

30 Appendix Introduction to Intertrust

31 Business overview at year end 2015 A leading global provider of T&CS with strong market position Highly educated workforce providing high-value services worldwide Diversified client portfolio with high customer retention 26 countries 8 Adj. revenue 1 : 345m 36 offices 8 Adj. EBITA margin 1 : 41% 40,000+ entities Organic adj. revenue CAGR 1 : 8% 1,714 FTEs 2 Organic adj. EBITA CAGR 1 : 13% Global presence Adj. revenue by geography 1 Americas Cayman Islands 3 EMEA Amsterdam Guernsey 6 Luxembourg Asia Client Portfolio Adj. revenue by client type 1,7 RoW 21% Guernsey 8% Cayman Islands 17% Netherlands 32% Luxembourg 22% Atlanta Bahamas BVI 4 Curaçao 5 Delaware Houston New York San Francisco São Paulo Toronto Brussels Copenhagen Cyprus Dubai Dublin Geneva Helsinki 8 Istanbul London Madrid Malmö Oslo 8 Rotterdam Stockholm Zug Zürich Beijing Guangzhou Hong Kong Shanghai Singapore Tokyo Private 19% Capital Markets 9% Fund 23% Corporate 49% Notes: financials before specific items and one-off adj. revenue/expenses; CAGRs based on organic growth including FX full-time employees ( FTEs ) 3. George Town 4. Road Town 5. Willemstad 6. St. Peter Port 7. Management estimates for Following CorpNordic acquisition 31

32 A long history of continued growth, through organic global expansion and M&A 2009 Opening of office in Ireland 2010 Opening of office in Cayman Islands 2012 Opening of office in Canada Early 2013 Opening of office in Brazil 2014 Opening of office in Japan 2015 Opening of office in Atlanta, US 2011 Opening of office in Cyprus 1952 Founded as one of the first professional T&CS providers 2011 Intertrust acquires Close Brothers Cayman 2012 Intertrust acquires Walkers Management Services 2013 Intertrust acquires ATC 2014 Intertrust acquires CRS 2015 Intertrust acquires CorpNordic 2009 Acquisition by Waterland Early 2013 Acquisition by Blackstone October 2015 IPO, Listing on Euronext Source: Company Global expansion M&A Ownership changes 32

33 What we do comprehensive range of services across the lifecycle of structures Business partners Intertrust focus T&CS services Commercial/ investment activities outside home jurisdiction Legal and tax services Notary services Formation and implementation Domiciliation, management and trustee services Legal and tax compliance Accounting and reporting Other specialised T&CS services 1 Liquidation services Auditing Event driven Ongoing maintenance services Event driven Illustrative activities Advisory regarding tax entities Assistance in legal and tax matters affecting businesses locally and globally Legal incorporation of entities Formation, implementation and subsequent domiciliation and legal and financial administration of entities Services are offered to corporates, funds, SPVs 2 and private clients with each customer group requiring specific services/expertise T&CS providers offering management services, accounting and reporting services and other related services Conducted by authorised accounting firms Position in value chain Services require legal and tax specialists Principal service to set up an entity Specific know-how and scale required Complex nature of services necessitates a highly skilled workforce Long-term relationships with business partners Requires independence 1. Includes compliance services, escrow, intellectual property, treasury management services, SPV services, investor reporting, fund administration, depository services 2. Special Purpose Vehicle ("SPV"). SPVs are used in e.g. securitization and asset lease transactions Source: Company 33

34 Our clients operate in an increasingly regulated environment with growing compliance requirements benefitting Intertrust Regulatory changes are largely positive for Intertrust and the T&CS industry, driving ARPE growth (more work on existing entities) and volume growth (increased outsourcing benefits) Regulators' goals Increased transparency and reporting requirements Examples of measures US Foreign Account Tax Compliance Act ("FATCA") EU Alternative Investment Fund Managers Directive ("AIFMD") Common Reporting Standard Impact on Intertrust Increases administrative workload and potential costs for clients Forces out smaller T&CS providers due to increasing complexity/requirements to comply with regulation Prevent aggressive tax planning practices OECD recommendations against Base Erosion and Profit Shifting ("BEPS") Amendment to EU Parent Subsidiary Directive Anti Tax Avoidance Package by EC Key tax and non-tax related drivers for setting up entities remain strong These measures may reduce tax advantages for certain client entities, but are not expected to materially impact the overall rationale to set up client entities Prevent tax evasion, fraud and terrorist financing FATF 2012 Recommendations EU Anti-Money Laundering Directive IV EU Anti-Money Laundering Regulation Intertrust does not service these types of clients Increase regulatory compliance costs to all clients Improve the quality of the T&CS industry Impact on market dynamics Increased revenue per entity Increased competitive advantage for large players Increased outsourcing Source: Company; Market reports 34