Strictly Confidential: This document is limited for the use of the addressee and his company and may not be circulated to any third party, including but not limited to, consultants, auditors and advisors without prior written approval of MilleniumAssociates AG.

MilleniumAssociates Services & CredentialsIndependent Global M&A and Corporate Finance Advisers

March 2015

MilleniumAssociates differentiators

- Team of M&A and corporate finance experts- Significant experience across sectors and geographies- Team has worked on over 200 transactions and accumulated over 150 years

of collective M&A experience

- Owned by its partners and management the firm is totally independentensuring there are no conflicts of interest

- Focused on getting best deal done for our clients

Experienced experts

Independent

Worldwide network

Access to key investors globablly

Entrepreneurs & Corporates Practice

- Over 15 years focused on financial services M&A- Particular emphasis and global experience in the wealth & asset

management, private banking and independent asset management sectors

- Offices in Switzerland and the UK (FCA registered); alliance partners all keymarkets

- 20+ strong global advisory board with strong international executivemanagement network

- Senior access to key investors globally including strategic investors, PE/VCs,sovereign wealth funds, and family offices / high net worth individuals

Financial Services Practice

- Specialists in providing M&A and corporate finance advice to entrepreneurs,and small/mid-cap businesses

- No restrictions to business sector, size or geography

Integrated service offering Key client groups Global network

- Dedicated Financial Services practise

- Distinct team focused on entrepreneurs and corporates

- Privileged access to active international investors

- Comprehensive M&A advisory services from strategy to complete transaction support

- Full corporate finance advisory services from equity & debt financings to IPO support

- Extensive international experience

- Exceptionally well connected international Global Advisory Board

- One of the broadest senior contact networks worldwide

- Complementary strategic partnerships globally

MilleniumAssociates differentiators (II)

Integrated service offering

Corporate Finance Advice- Equity & debt financings

- Structuring of financial instruments

- Restructuring Services

- Global syndications

- IPO Support

- Leveraging MilleniumAssociates’ extensive financial industry network

M&A Advice- Buy and sell M&A advice

- M&A strategy & transaction structuring

- Research / target sourcing

- Preparation & process management

- Due diligence & negotiations

- Independent business analysis

- Business valuations & independent fairness opinions

- Independent market assessment

- Exit strategies

- Privatisations

- Regulatory support

Key client groups

Entrepreneurs & CorporatesIn-depth understanding of entrepreneurs and corporates needs and challenges. Work closely with- Entrepreneurs- SME- Corporate & business

owners- Institutional & Government

bodies

Financial ServicesLeading M&A advisory firm to financial services industry, with a network of industry leaders. Particular focus on:- Private Banking- Wealth Management- Asset Management- Fund Management- Alternative Investment

Management - Securities brokerage

Global InvestorsRegular privileged access to active international investors including;- Private & Sovereign Banks,

Wealth & Asset Managers - Pension Funds- Private Equity Groups- Family Offices - Corporates - Private investorsproviding good insight into their investment needs and criteria

Global network

North & Central America

Regional coverage through MA network

and strategic partnership with STS

Capital Partners

Latin AmericaRegional coverage through MA network and collaboration with

BTG Pactual Group

Middle EastRegional

coverage through MA network and

strategic partners

EuropeMA‘s headquarters

Asia and JapanRegional coverage through MA network and strategic partnership with Anglo Chinese Corporate Finance Limited

Southern AfricaRegional coverage through MA network and strategic

partnership with Sasfin Corporate Finance

Pacific RimRegional coverage through MA network

IndiaRegional coverage through MA network and strategic partner Dynamic Orbits

- MilleniumAssociates and its team members have worked on numerous transactions globally- The company benefits from very well connected international Global Advisory Board and one of the broadest

worldwide senior contact networks- Supporting MilleniumAssociates’ international reach are a number of strategic partnerships that strengthens

its local coverage and complements the service offering as required

Offices in Europe‘s key financial centres

MilleniumAssociates is present inSwitzerland and the UK

- headquartered in Switzerlandwith resources locally present inZurich and Geneva

- London subsidiary which isauthorised and regulated by theFinancial Conduct Authority

- combines company and countryspecific knowledge withEuropean global perspective

- proven international transactionexperience covering all majormarkets

LondonFCA regulated

SwitzerlandPresence in key wealth centers

Entrepreneurs & Corporates PracticeM&A & Corporate Finance expertise across industries and global markets

Experience Understanding Breadth

- M&A and Corporate Advisory experts

- Over 100 years’ combined experience

- Focused on entrepreneurs and corporate business owners

- Worked on 100+ deals across sectors & geographies

- Senior team all have personal entrepreneurial experience

- Full range of M&A capabilities

- Detailed understanding of the M&A process as well as its challenges and threats

- Fully appreciates the practical and emotional challenges involved

- Focus on identifying clients’ strategic requirements from value creation to legacy factor

- Experienced in a wide range of industry sectors

- Practiced in a number of geographies

- The M&A transaction process has many similarities irrespective of the industry

- Comprehensive advisory network

- Extensive investor network spanning most industries globally

Experience Understanding Breadth

Financial Services PracticeIndustry focus & familiarity with industry-specific deal mechanics

- Focused on the financial services industry

- Emphasis on private banking and asset/wealth management and related businesses

- Over 150 man years of collective M&A experience

- All have practical work experience in the financial services industry

- Fully familiar with industry-specific decision parameters

- Special emphasis on private banking and asset/wealth management and related businesses

- Understanding strategic, financial and economic framework conditions

- Insight into industry drivers & key trends

- Experience and relationships means detailed understanding of the strategies, financials and economics of key players

- Experience in all major European, North & South American, Middle Eastern and Asian markets as well as key offshore centres

- Established confidential channels with key counter parties globally

- Key industry influencer with network and know-how to offer solutions

- CATCH- Stand alone platforms

Appendix 1: Senior team biographies

Senior team biographies Multilingual M&A specialists with extensive Swiss and international experience

Ray Soudah, Founder and Group CEO/Chairman - takes a strategic rolesupporting the operational team whilst developing MilleniumAssociates’ global networkof senior contacts in financial services companies, investors, institutions and sovereignfunds. Ray has significant corporate finance and M&A experience having worked forCitigroup, Midland Montagu Investment Banking, National Bank of Bahrain, Cedel Bankand SBC/UBS in the US, Asia, Middle East and Europe. Ray has lead every type ofM&A transaction from buy and sell mandates to mergers and strategic alliances acrossmost geographies and sectors. Ray speaks English, French, Greek and Japanese.

Erik Wetter, Partner & CEO of MilleniumAssociates (UK) Ltd – started his careeron SE Banken International’s management programme and was later involved in therestructuring and disposal of the bank’s Latin American loan exposure. In the late 80’sErik joined Schroders ’ UK Corporate Finance Division focusing on UK public M&Atransactions, later moving to head part of the European M&A Team. When theinvestment banking division of Schroders was sold to Citigroup in 2000, Erik wasrecruited by Lazard to help build their financial institutions group where he hadorigination and execution responsibilities across Europe with particular emphasis oncross-border transactions. Erik is Swedish-Venezuelan by origin and speaks Swedish,English, French and Spanish.

Senior team biographies Multilingual M&A specialists with extensive Swiss and international experience

Jan-Arne Farstad, Partner – has extensive experience in M&A for corporates andentrepreneurs, most recently with STS Capital Partners, a global firm specialised inthis segment across all major industry sectors, prior to joining MA. Earlier Jan-Arneserved as Global Head of Corporate Advisory at UBS Wealth Management, responsiblefor teams in Zurich, London, Frankfurt, Paris, Milan, Mexico City, Sao Paulo, HongKong and Singapore serving UBS’s UHNWI’s M&A needs. He has been involved in 80+M&A transactions across most industries. He also has in-depth knowledge of thefinancial services industry where he held a number of senior positions earlier in hiscareer, including that of CEO of a bank (in London) and of a broker-dealer (in NewYork). Jan-Arne is a Norwegian national and speaks English, German, Spanish, Frenchas well as the Scandinavian languages.

Lyndon Gaborit, International Partner – with a career that has spanned overtwenty years and involved most fields in corporate finance including mergers &acquisitions, divestments, corporate strategy, joint ventures, private equity andventure capital in both consulting, executive management and board roles, Lyndonhas direct experience across a wide range of industries including healthcare,resources, food, brewing, agribusiness, IT and Internet in a diverse number ofgeographies including North America, Europe and Australia. Lyndon is an Australiannational and a Fellow of the Institute of Chartered Accountants.

Senior team biographies Multilingual M&A specialists with extensive Swiss and international experience

Pierre Fischer, Senior Advisor - nearly 30 years experience working in the Swissfinancial services industry, including being the former CEO of BCV and BanqueSafdié/Bank Leumi. Pierre has worked on and supported a significant number oftransactions and projects throughout his career and benefits from extensive seniornetwork within Swiss and European financial services arena. An entrepreneur bynature, Pierre has also established two companies during his career, both in thederivatives trading arena. Pierre is a Swiss citizen and is fluent in French, English andGerman.

Ulrich Knopp, Senior Advisor – has extensive experience in M&A and corporatefinance for entrepreneurs, corporates and financial institutions having worked onmore than 60 transactions from financial institutions, various industrial sectors, high-tech, renewable energy, natural resources to real estate globally but with a focus onEurope, Africa and the Americas. Ulrich started his career with more than 14 years atUBS and Credit Suisse with an emphasis on corporate development, strategicplanning and M&A, Private Equity and Venture Capital Business. After leaving thebanking sector, Ulrich spent a number of years in private equity before returning tobecoming the Global Head of Wholesale Fund Distribution for a prominent Swissprivate bank and a Member of the Board of Directors of a fund company. Mostrecently Ulrich was a partner and regional director for an independent corporatefinance advisory firm with a focus on corporate and entrepreneurial clients. Ulrich is aGerman citizen and speaks English and German.

Senior team biographies Multilingual M&A specialists with extensive Swiss and international experience

Andreas Bünter, Managing Director – started his career in a bank’s back office,moved into equity & derivative trading, research and analysis, operations and salesmanagement. After his banking career he founded, developed and restructuredseveral SME ’ s as CEO, COO, investor and board member in financial services,insurance brokerage, electrical equipment, software, energy and media sectors. Hemerged and sold his own companies and served entrepreneurs in M&A, businesssuccession and corporate finance projects. Prior to joining MA Andreas has beeninvolved in 25+ corporate finance, M&A and succession projects in manufacturing,technology, trade and financial services industries. Andreas is CIIA (CertifiedInternational Investment Analyst), eidg. dipl. Financial Analyst & Asset Manager, dipl.Business Economist AKAD. Andreas is a Swiss national and speaks German andEnglish.

The senior team is supported internally by a well qualified and highly experienced team who havewealth of experience in a wide range of industry sectors and geographies, and between them speakEnglish, French, German, Italian, Spanish, Russian and Mandarin as well as other languages.

Higinio Bartolomé Pardo President of Spanish M&A boutique Strategic Services (Spain/Europe)

Eric Billot Strategic adviser to financial institutions in France and Southern Europe(Europe/Middle East)

Hervé de Carmoy Has held senior executive positions in a number of large multinationalorganisations in both banking and industry sectors and currently non-executiveChairman at Almatis (France/Europe)

Robert Douglass Chairman of Clearstream International and formerly Vice Chairman of ChaseManhattan Bank. (USA/Americas)

Koji Fusa Specialist emerging markets asset management and former Co-Head of UBSInvestment Bank, Japan and Head of Credit Suisse Investment Bank, Japan(UK/Asia)

Robert E. Garrison II President and Director of Houston-based Sanders Morris Harris Group.(USA/Americas)

David Gelber Former COO at ICAP, and currently serving on number of boards including WalkersCrisps, Exotix Ltd, IPGL Ltd and DDCAP Ltd, a leading arranger of Islamic Bankingtransactions (UK/Middle East)

Michael J. Lagopoulos Formerly Deputy Chairman of RBC Wealth Management with extensive experienceand network in North America and Latin America, Europe, the Middle East and Asia(Global)

Lady Judge (formerly Barbara Thomas)

Lady Judge is currently Chairman of the United Kingdom Atomic Energy Authority and has an unusually broad and successful international career as a senior executive, chairman and non-executive director in both the private and public sectors. (Global)

MilleniumAssociates Global Advisory BoardProviding unique access to global industry experts

In addition to MilleniumAssociates’ team of full time experts is a our Global Advisory Board made up of over 20 independent and prominent individuals from international industry:

(Geographical expertise/network)

MilleniumAssociates Global Advisory Board (II)Providing unique access to global industry experts

(Geographical expertise/network)

René Karsenti President of the International Capital Market Association (ICMA), and former Chairman of the International Council of Securities Associations (ICSA) (Europe/Global)

George Loudon Chairman at Altius Associates and non-executive director of several companies. (Europe)

Michael Maslinski Specialist consultant to the Private Banking and Wealth Management sector (Europe)

Ian Mullen Former Chief Executive of the British Bankers’ Association and senior Banking exec. (UK/Europe)

Maarten L. Pronk Director at Banco Kwanza, Angola and partner in an investment advisory boutique with a particular focus on Russia and CIS countries (Russia/Angola/LatAm)

Todd Ruppert Global investment industry expert, and former President and CEO of T. Rowe Price Global Investment Services (Global)

Anthony Smouha Executive Director of Atlanticomnium and adviser to the GAM Star Credit Opportunities (Switzerland/Europe)

Michael Tomalin Board member and former CEO of The National Bank of Abu Dhabi. Formerly Global CEO of Barclays Private Banking (Middle East)

Carel N. van der Spek Held senior executive positions in the financial services industry in the Netherlands and internationally. (Europe)

Dr. David B. Zenoff Independent advisor on strategy, management and governance to CEO's, Heads of major business units, and Boards of Directors of large multinational companies, major financial services companies, and other institutions across the world. (Global)

Appendix 2: Selected transactions

Entrepreneur & Corporates Practice Transaction experience

MilleniumAssociates’ Entrepreneur & Corporates Practice has over 100 years’ combined experience and has a wealth of experience in a wide range of industry sectors and geographies. Transactions worked on include:

- Acquisition and rollout of private clinics in Germany on behalf of European private investor group- Acquisition of US managed professional services company by international HR solutions group- Divestiture of family owned UK machine tools manufacturer to European strategic investor- Divestiture of Spanish entrepreneur owned transportation company to industry consolidator- Sole financial adviser to Latin American private conglomerate involving several noncore divestitures to Latin

American buyers- Investment in a sub-Saharan mining operation on behalf of Asian strategic investor group- Divestiture of PE owned Nordic healthcare and emergency services provider- Divestiture of processed food manufacturer in the Philippines to Asian financial investor- Acquisition of Caribbean bank subsidiary of European bank on behalf of major Caribbean bank- Advising MBI on valuation of Swiss wholesaler of consumer goods - Divestiture of a Spanish port logistics company to major infrastructure fund- Sale of entrepreneur owned specialty healthcare provider to North American strategic investor- Acquisition of international manufacturer for locomotives and railcar maintenance- Divestiture of international manufacturer and service provider of automation equipment and solutions- Investment in European oil/gas exploration and production company on behalf of Scandinavian private investors - Established privately owned French vineyard sold to Asian UHNWI- Sale of Swiss Commercial Real Estate Group to a private investor- Sale of entrepreneur owned media business in RSA sold to RSA conglomerate- Sale of privately held European medical instruments manufacturer to Northern European UHNWI- Divestiture of equity stake in Swiss biotechnology company

MilleniumAssociates has a dedicated and highly experienced team exclusively focused on the financial services industry, with special emphasis on private banking, asset/wealth management and related businesses.

With over 150 man years of collective M&A experience in the wealth management and financial services industry, all team members have solid past practical work experience in the financial services industry and are fully familiar with all industry-specific decision parameters. Selected transactions worked on include:

Financial Services PracticeSelected advised transactions

Financial Services PracticeSelected advised transactions (II)

Financial Services PracticeSelected advised transactions (III)

Strictly Confidential: This document is limited for the use of the addressee and his company and may not be circulated to any third party, including but not limited to, consultants, auditors and advisors without prior written approval of MilleniumAssociates AG.Disclaimer: MilleniumAssociates AG accepts no responsibility and makes no promises with respect to the accuracy and the information contained in this document and the potential success of any projects related to it. MilleniumAssociates AG makes no promise, suggestion or offer of securities directly or indirectly regarding any companies potentially mentioned in this document.

MilleniumAssociates AG is a member of the Swiss Private Equity & Corporate Finance Association (SECA) MilleniumAssociates (UK) Limited is authorised and regulated in the UK by the Financial Conduct Authority

MilleniumAssociates (UK) Limited23 Berkeley SquareLondon, W1J6HEUnited KingdomPhone: +44 20 3178 20 30Fax: +44 20 3178 20 29

MilleniumAssociates AGKreuzstrasse 548008 ZurichSwitzerlandPhone: +41 58 710 47 00Fax: +41 58 710 47 20

Ray Soudah, FounderPhone: +41 58 710 47 00Mobile: +41 79 515 88 81E-mail: ray.soudah@milleniumassociates.com

Jan-Arne Farstad, PartnerPhone: +41 (0)58 710 47 34Mobile: +41 (0)79 964 75 55E-mail: jan-arne.farstad@milleniumassociates.com

Erik Wetter, PartnerPhone: +44 (0)20 3178 2032Mobile: +44 (0)7770 496611E-mail: erik.wetter@milleniumassociates.com

Andreas Bünter, Managing DirectorPhone: +41 (0)58 710 47 00Mobile: +41 (0)79 407 17 55E-mail: andreas.buenter@milleniumassociates.com

Ulrich Knopp, Senior AdvisorPhone: +41 (0)58 710 47 04Mobile: +41 (0)78 737 52 26E-mail: ulrich.knopp@milleniumassociates.com

Stephanie Bürgel, DirectorPhone: +41 (0)58 710 47 35Mobile: +41 (0)77 192 22 48E-mail: stephanie.buergel@milleniumassociates.com

Alexandra Pastollnigg, DirectorPhone: +41 (0)58 710 47 31Mobile: +41 (0)78 641 47 30E-mail: alexandra.pastollnigg@milleniumassociates.com

Stephan Schürmann, DirectorPhone: +41 (0)58 710 47 33Mobile: +41 (0)79 899 88 80E-mail: stephan.schuermann@milleniumassociates.com

Key Contacts