About GPMIP Italy Sergio Bruno Partner Italy

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1 About GPMIP Italy Sergio Bruno Partner Italy 0

2 A different style of delivering M&A consulting Our services centre around our expertise of cross-border M&A Integration and Carve-outs. M&A Training Pre-deal M&A process Post-Merger Integration Carve-out programmes Business Transformation Cross-border M&A See our Explainer Video for more about us 1

3 Our expertise covers the M&A lifecycle with a particular focus on Post-Merger Integration M&A Strategy GPMIP s Acquisition Integration Framework TM (AIF), and the underlying tools and templates, provide structure throughout complex M&A GPMIP Acquisition Integration Framework: Search Due Diligence Deal Close Key: Deal phase Integration phase Negotiate & Acquire Analyse Relate Integrate Transform End-to-end M&A lifecycle in 7 intuitive phases GPMIP expertise focused on the integration phases Appropriate to any type of acquisition - the timing of close and relative timing of the phases will vary Pragmatic, delivering rigour and detail whilst allowing the flexibility necessary for specific deals Adaptable to clients internal methodologies, approach, tools and culture No methodology can replace the expertise required by a successful integration team, no tools can compensate for lack of experience. The AIF is just a tool that our teams employ. 2

4 GPMIP Services We can support you throughout the M&A lifecycle M&A prep Pre-signing Pre-close Post-close M&A Training M&A Strategy Integration plan Integration M&A process Integrations Carve-outs Tool sets M&A Capability M&A audit Set-up centre of excellence Customized integration or carve-out methodologies M&A playbook Strategic assumptions Aligning strategy with transaction rationale Search & Select Holistic pre-deal M&A process DD coordination Synergy model Stakeholder map Organizational Design Cultural fit Integration approach Integration Management Office setup Day one plan Work streams mobilisation Comms plan Culture plan Risk management Integration quick wins Post-close deepdive analysis Integration management Workstream execution and support Transformation Wave 2 integration Business development Operational development 3

GPMIP is the global home of experienced M&A integration and carve-out consultants We build the best consulting teams to fit your requirements: country, M&A integration / carve-out experience,

5 GPMIP is the global home of experienced M&A integration and carve-out consultants We build the best consulting teams to fit your requirements: country, M&A integration / carve-out experience, industry sector, languages and other specific skillsets 15 Partners 260+ M&A projects Offices in 13 countries 1 Team 1 Methodology Associates worldwide Senior on-demand M&A experts worldwide 4

6 GPMIP a short industry-disruptive history 2009 Founded as a network of local firms 2011 From Europe to N.America and APac 2013 Legal entity established in Belgium 2014 New Partners join in Luxembourg, Japan and Denmark 2014 GPMIP reaches 5m turnover 2015 New Partners in China Austria and Italy Founded in UK, France and Israel by an international team of postmerger integration experts from large international consultancies Firms join in Germany, Belgium, Sweden, USA, and Australia. The network allowed for both independence and critical mass to deliver projects at a greater efficiency than traditional consulting firms, maximizing capabilities, experience, and expertise 2013 with nine independent firms represented and working together, GPMIP formally established an international company, Global PMI Partners CVBA (headquartered in Ghent, Belgium). This set GPMIP s culture of strong international collaboration, and set commitment to use only the most experienced resources possible for client integration and business transformation events Moving from a network to a company, the GPMIP brand was redesigned and adopted by all countries and local brands retired. The company wins and delivers its largest project to date a carve-out from Unilever on behalf of American meat snack company Jack Link s, and setup of their European business 2015 GPMIP s growth and success continues through global expansion (new Partners in Asia and Europe), foundation of Global PMI University, Global PMI Network and formal Associate and Associate Partner structures 5

15 Partners in North America, Europe, Middle East and Asia Pacific Andrew Scola

Colin Hopkins Associate Partner, UK Telco strategy, Pre-deal, IMO, Programme

programs, finance lead, trainer, TSAs Makoto Ideno Partner, Japan PMI, org design,

out, methodology, author, trainer & expert Thomas Kessler Partner, Germany M&A,

France M&A Strategy, PMI, org transformation Michael Holm Partner, Sweden M&A, PMI,

Japan Strategy, R&D management, org design, HR management Eitan Grosbard Partner,

Partner, US Program, process, & crossborder facilitation expert Michael Schiedel

Günther Jauck Partner, Austria M&A, working capital & spend management, author,

7 15 Partners in North America, Europe, Middle East and Asia Pacific Andrew Scola Partner, UK Tech sector lead, PMI process and best practice, Carve-outs and TSA Colin Hopkins Associate Partner, UK Telco strategy, Pre-deal, IMO, Programme management, Trainer, M&A design Christophe Van Gampelaere Partner, Belgium M&A programs, finance lead, trainer, TSAs Makoto Ideno Partner, Japan PMI, org design, HR management, culture and change Scott Whitaker Partner, US Acquisition & carve out, methodology, author, trainer & expert Thomas Kessler Partner, Germany M&A, TSAs, operational improvement, corporate finance, trainer Gilles Ourvoie Partner, France M&A Strategy, PMI, org transformation Michael Holm Partner, Sweden M&A, PMI, strategy, telco, tech & mobile device industry, Ericsson Masaki Yamamoto Partner, Japan Strategy, R&D management, org design, HR management Eitan Grosbard Partner, Israel High tech expert, M&A Strategy, DD, PMI, GPMIP HR & ChM lead Stefan Hofmeyer Partner, US Program, process, & crossborder facilitation expert Michael Schiedel Partner, Denmark Sales & Marketing. Branding, Innovation. Culture & Change. Günther Jauck Partner, Austria M&A, working capital & spend management, author, trainer, certified turnaround expert Robert Yu Partner, China Strategy, IMO, sales Sergio Bruno Partner, Italy Post-merger integration 6

GPMIP in Italy & Southern Europe Based in Milan coordinating an extensive network of Associates with M&A experience along the

com Over 20 years of top-tier consulting experience at Andersen Consulting / Accenture, BCG, Booz Allen Hamilton, Monitor, Hay

management, Cultural integration, Cross-border M&A, Carveout planning and execution, Transition Management, Geo-expansion and

2bn acquisition of Sauflon at Coopervision Led merger of back offices of two private banks, Banca della Svizzera Italiana and

Associate, Italy Former MD, Finance, Business Development, M&A, strategy Riccardo Ferrari GPMIP Associate, Italy Strategy

8 GPMIP in Italy & Southern Europe Based in Milan coordinating an extensive network of Associates with M&A experience along the Mediterranean Sergio Bruno Partner Italy Over 20 years of top-tier consulting experience at Andersen Consulting / Accenture, BCG, Booz Allen Hamilton, Monitor, Hay Group Expertise includes Integration planning and execution, Integration Management Office, Integration Leadership, Change management, Cultural integration, Cross-border M&A, Carveout planning and execution, Transition Management, Geo-expansion and complex Business Transformation programmes. Led Italy integration of $1.2bn acquisition of Sauflon at Coopervision Led merger of back offices of two private banks, Banca della Svizzera Italiana and Banca del Gottardo Advised clients across many industry sectors including financial services, healthcare, energy, manufacturing and consumer goods. Electronic Engineering with honors; Oxford University; Masters in Information Technology at Politecnico di Milano; EMBA in St. Gallen ICF certified business coach. Guido Ferrari GPMIP Associate, Italy Finance work stream lead Italian online retail market execution Michele Blandino GPMIP Associate, Italy Former MD, Finance, Business Development, M&A, strategy Riccardo Ferrari GPMIP Associate, Italy Strategy advisor, Marketing and Sales, Business modelling, PMI Emili Batlle GPMIP Associate, Italy M&A Strategy, BD, Sales, Pricing Stefano Quario GPMIP Associate, Italy Operations and IT work streams Franco Righi GPMIP Associate, Italy Corporate Finance, HR, IT, Change Management and Integration Karin de Sousa Nobre GPMIP Associate, Spain M&A Integration, Turnaround, PMI and Carve outs Marc Dufraisse GPMIP Associate, Spain Exec coaching, transformation 7

GPMIP in France - Core team Our core team Gilles Ourvoie Partner France +33 (0) 782 178 021 gilles.ourvoie@gpmip.

Italy) and Member of the Global Leadership Team. Created the PMI COE at Capgemini France.

9 GPMIP in France - Core team Our core team Gilles Ourvoie Partner France +33 (0) gilles.ourvoie@gpmip.com 30 years of experience in strategy, equity markets, M&A, and PMI for the last 15 years. Co-founder of GPMIP. Built the Integration Practice of EY France and then the CWEA practices (incl. Italy) and Member of the Global Leadership Team. Created the PMI COE at Capgemini France. Created the Equity Research at EXANE, Paris Gemalto : mentoring of integration managers ; M&A and PMI playbook preliminary design Airbus : training of the Business Portfolio and Integration Team on carve-outs ; team kick-off. Gallimard : integration due diligence in the acquisition of Flammarion from Mondadori. Organisational assessment, synergy review and integration preparation. Co-author of the GPMIP Book on Cross-border M&A s - Deals rationale + Strategic industries Co-author of the White book on M&A transactions edited by the French CPA Assocation (CSOEC). MSc HEC, MSc Paris Dauphine University, PhD prelim from the CNAM Speaks and understands Italian, has lived 1 year in Napoli, some past projects in Italy, Orlane Marin Associate Partner +33 (0) orlane.marin@gpmip.com 18 years of Corporate experience in the IT (Hardware, Software and Services), High Technologies and Financial Services sectors; BtoB / direct and indirect sales General Management of international companies subsidiaries, Head of Finance of a NYSE listed Group s branch, Head of EMEA Risk & Financial Services departments Lead of several local and cross-border Post- Merger Integration projects: pre-deal synergies assessment, post-deal legal, financial and operational cross-functional merger, up to postmortem review Successful track record in driving profitable growth initiatives : synergies optimization, process efficiency enhancement, profitability turnaround, cultural change management Trainings and General Electric : Lean Six Sigma Green Belt, Building Essential Leadership Skills, Change Acceleration Process Master in Management -major in commercial & Marketing Skema Business School (Lille, France) Philippe Joie Associate Partner philippe@gpmip.com IT/ business expert in cross border M&A programs. Double competence: IT and business functions, HR and Finance 40 years of experience in cross border IT, for major global industrial groups (Levi s, Grace) 10 years of experience in large global MA&D projects Lead the IT track of all M&A programs for STMicroelectronics, with Intel, NXP and Ericsson, between 2007 and 2011 Since 2011, associate partner at GPMIP: missions in cross border M&A projects e.g. for Gallimard, GSK and Jack Links In 2015, senior IT advisor for a major Dutch group, in the scope of a global restructuring project Fluent in English and French, basic level in Dutch and Italian 8

GPMIP in UK We have hundreds of UK Associates with experience across all phases of M&A, and all areas of the business Andrew Scola GPMIP Partner, UK GPMIP Tech Sector Lead Integration Director,

remutualisation of Bristol & West, Kraft s acquisition of Danone s Biscuit division and the Travelport-Worldspan merger Separation Manager for the global separation of Skype from ebay to a PEled

Head of Post-Acquisition Integration for a global healthcare company Led GeoExpansion programmes at Ferrero, responsible for rolling Ferrero out to new countries in EMEA Colin Hopkins Associate

Integration lead for the acquisition of telecommunications data centre facilities (I.Net Milan) into BT Italia.

10 GPMIP in UK We have hundreds of UK Associates with experience across all phases of M&A, and all areas of the business Andrew Scola GPMIP Partner, UK GPMIP Tech Sector Lead Integration Director, GeoExpansion PwC and Deloitte - deals including Jaguar LandRover s sale (by Ford) to Tata, J&J s acquisition of Pfizer Consumer Healthcare, Britannia Building Society s acquisition and remutualisation of Bristol & West, Kraft s acquisition of Danone s Biscuit division and the Travelport-Worldspan merger Separation Manager for the global separation of Skype from ebay to a PEled consortium, across all countries and business areas. Led product roadmap integration in subsequent acquisitions. Head of Post-Acquisition Integration for a global healthcare company Led GeoExpansion programmes at Ferrero, responsible for rolling Ferrero out to new countries in EMEA Colin Hopkins Associate Partner, UK Telco strategy, Pre-Deal, IMO, Programme management, Trainer, M&A Design Expert on M&A programmes, identifying and benchmarking best practice in PMI across multi-national businesses. Integration lead for the acquisition of telecommunications data centre facilities (I.Net Milan) into BT Italia. Integration lead for the acquisition of German Professional Services provider (Stemmer) and merger into BT Deutchland and for Frontline (Singapore) into BT Asia M&A, integration and integration workshops at GSK, Lisi Aerospace, Wood Group, Centrica, Novartis, Gemalto Developed and refined M&A integration methodologies on behalf of BT, Novartis and other multinationals across sectors. Heather Whitaker GPMIP Associate, UK HR work stream, Due Diligence, Site Closures Carl Bedson GPMIP Associate, UK Operations work stream, Head Office consolidation Ian Morton GPMIP Associate, UK PMI Lead, Sales / Strategy Interim Exec John Woodall GPMIP Associate, UK Facilities work stream Office moves / closure 9

GPMIP in Germany & DACH GPMIP has a strong network of associates in DACH region that we have previously engaged

TSAs, Operational improvement, Corporate Finance 18 years of US, European and Asian experience in M&A

prioritization of synergies, operational improvement, integration planning and transaction driven capital

Thomas also has extensive IPO experience including crafting equity stories and marketing to fund managers

telecom equipment His industry experience spans a wider range of industries incl.

goods Ulrike Tegtmeier GPMIP Associate Partner, Germany HRD, HR Workstream lead, Org Design Heleen van Benthem

fixed net, cable, wholesale, PMI Christoph Jores GPMIP Associate, Germany Supply chain, transportation,

11 GPMIP in Germany & DACH GPMIP has a strong network of associates in DACH region that we have previously engaged and that will contribute considerable to your M&A and PMI needs Thomas Kessler GPMIP Partner, Germany M&A, TSAs, Operational improvement, Corporate Finance 18 years of US, European and Asian experience in M&A integration & separation, operational improvement and CF (Joint Ventures, IPOs, M&A) Area of expertise include prioritization of synergies, operational improvement, integration planning and transaction driven capital markets communication. Thomas also has extensive IPO experience including crafting equity stories and marketing to fund managers globally His merger integration work includes tele-com services (T-Mobile NL, DT PMI Guideline, DT-ICSS), telecom equipment His industry experience spans a wider range of industries incl. technology (hardware electronics, software, IT services), medtech, chemicals, automotive supplier, capital goods Ulrike Tegtmeier GPMIP Associate Partner, Germany HRD, HR Workstream lead, Org Design Heleen van Benthem GPMIP Associate, Germany FMCG Management Frank Uhland GPMIP Associate, Germany E2E telecom services (mobile, fixed net, cable, wholesale, PMI Christoph Jores GPMIP Associate, Germany Supply chain, transportation, logistics, Erik Dijkstra GPMIP Associate, Germany Finance Workstream lead Chetan Marwah GPMIP Associate, Germany Brand Management Martin H. Zuber GPMIP Associate, Switzerland Change and Communication Steve Nunn GPMIP Associate, Germany Integration of software companies 10

GPMIP in Benelux Based out of Belgium, where GPMIP is headquartered, GPMIP

integration Christophe Van Gampelaere GPMIP Partner, Belgium M&A Programmes,

FAS(Finland, 2014) Pre-Merger Integration work on the Gallimard-Flammarion

Bertelsmann Music Group Belgium and Netherland.

Koen Mertens GPMIP Associate, Belgium CFO, Finance Integration Ko Krijger

GPMIP Associate, Belgium Real Estate and office moves Jean Michel Hermange

Belgium Change coach Fabrice Lobet GPMIP Associate, Belgium Synergies expert

Scottish Bank Head of PMI for numerous deals such as H.C.

M&A, integration and coaching workshops at EY, Agrium, Mölnlycke, Airbus,

12 GPMIP in Benelux Based out of Belgium, where GPMIP is headquartered, GPMIP has many Associates supporting our Belgian Partner across all areas of M&A integration Christophe Van Gampelaere GPMIP Partner, Belgium M&A Programmes, Finance Lead, Training, TSAs Expert on M&A programmes Merger Taminco Kemira FAS(Finland, 2014) Pre-Merger Integration work on the Gallimard-Flammarion acquisition Integration of Finance, royalties and copyrights departments at Bertelsmann Music Group Belgium and Netherland. Started the Transaction Integration activity within Ernst & Young Benelux. Koen Mertens GPMIP Associate, Belgium CFO, Finance Integration Ko Krijger GPMIP Associate, Netherlands IT work stream lead, SAP expert Walter De Roo GPMIP Associate, Belgium Real Estate and office moves Jean Michel Hermange GPMIP Associate, Luxemburg Program officer Els Vanthuyne GPMIP Associate, Belgium Change coach Fabrice Lobet GPMIP Associate, Belgium Synergies expert Lead TSA workstream for Daimler/Chrysler, Philips Semiconductors, and London Scottish Bank Head of PMI for numerous deals such as H.C. Starck and NXP Semiconductors. M&A, integration and coaching workshops at EY, Agrium, Mölnlycke, Airbus, Ericsson, Media Market Hans-Peter Evers GPMIP Associate, Netherlands M&A, PMI, Transition Manager Aristides Grigoriou GPMIP Associate, Netherlands Post merger integration, Technology-led change 11

GPMIP in Scandinavia Based out of Sweden, GPMIP has a good network

Ericsson of which last 4 years in Post Merger Integration and Strategy.

ST-Ericsson joint venture in an 18 month project.

Lead the carve-out of Ericsson s Enterprise (PABX) business when it was

Managed the MFS/WorldCom account at Ericsson between 1994-98.

Has held technical, R&D, sales & marketing CEO and management positions

Marius Døcker GPMIP Associate, Norway Sales & Marketing Johan Rosendal

Associate, Sweden Operations, Tech Andrea Moreau Broström GPMIP

13 GPMIP in Scandinavia Based out of Sweden, GPMIP has a good network across Scandinavia Michael Holm GPMIP Partner, Sweden High Technology & Mobile Device industry expert. Ericsson 27 years in High Tech / Telecom, including 21 years at Ericsson of which last 4 years in Post Merger Integration and Strategy. Lead the carve-out and co-lead the integration that formed the ST-Ericsson joint venture in an 18 month project. Lead the integration of Tandberg TV and LHS into Ericsson. Lead the carve-out of Ericsson s Enterprise (PABX) business when it was sold to Aastra. Managed the MFS/WorldCom account at Ericsson between Managed the BeNeLux countries Has held technical, R&D, sales & marketing CEO and management positions within telecom. Marius Døcker GPMIP Associate, Norway Sales & Marketing Johan Rosendal GPMIP Associate, Sweden Mobile Payment services Erwin F Leichtle GPMIP Associate, Sweden Operations, Tech Andrea Moreau Broström GPMIP Associate, Sweden Change Management Per Jomer GPMIP Associate, Sweden Strategy, Ex Ericsson CSO Per- Ivan Selinder GPMIP Associate, Sweden Product Management, Telco & Gaming industries Beth Topolovsky GPMIP Associate, Sweden Operations, Tech. Ex Cisco Michael Schiedel GPMIP Associate, Denmark Sales & Marketing work stream 12

GPMIP in Israel We have an array of Israel Associates with High Tech experience across all phases of M&A.

Diligence, Post Merger Integration 20 years experience on Strategy Design and Implementation, M&A strategy, Post Merger Integration and ChM High tech, retail,

Faculty member in the strategic Global consulting practicum program of the Wharton Business School.

Perion & Conduit (Internet), cvidya & ECTel (Revenue assurance- SW), YCD and C-nario (Digital Signage), Flash Networks and Mobixell (mobile Internet optimization

Was actively involved in the Unefon Iusacell PMI plan as well as managed several PMI in the telecommunications industry: Mobixell -724; Flash Networks Unipier;

14 GPMIP in Israel We have an array of Israel Associates with High Tech experience across all phases of M&A. Eitan Grosbard Yagev Ben GPMIP Partner, Israel Itzhak High Tech expert, M&A GPMIP Partner, Israel Strategy,DD, PMI. GPMIP M&A Strategy, Due HR & ChM Lead. Diligence, Post Merger Integration 20 years experience on Strategy Design and Implementation, M&A strategy, Post Merger Integration and ChM High tech, retail, industrial and service providers. Prior to my consulting career, I held a variety of HR positions. Faculty member in the strategic Global consulting practicum program of the Wharton Business School. Professional director in a variety M&A Conventions, Training Programs, Business games and other initiatives in Israel Over 60 projects including integration of: Perion & Conduit (Internet), cvidya & ECTel (Revenue assurance- SW), YCD and C-nario (Digital Signage), Flash Networks and Mobixell (mobile Internet optimization and monetization solutions), and PMI process and handbook of EMC (Storage) Expert in M&A design, 360 degrees Due Diligence, Post M&A Integration, Turnaround Strategy and Structure. Actively lead over 45 Post Merger Integration projects in large, medium and small high tech companies in Europe, Russia, USA, Mexico and Israel. Was actively involved in the Unefon Iusacell PMI plan as well as managed several PMI in the telecommunications industry: Mobixell -724; Flash Networks Unipier; cvidya ECTel; ACT Telecom and others. Has vast consulting experience with multinational corporations such as Nestle, General Mills, Applied Materials, HP, McCann, Dermalogica, Netafim, Ness, etc. Erez Rosen GPMIP Associate, Israel Financial Services, Business Turnaround Yoav Armony GPMIP Associate, Israel M&A, DD and PMI Lead, Strategy / Business development expert Ili Cohen GPMIP Associate, Israel M&A, DD and PMI Lead, Strategy / Business development expert Hadas Bashan GPMIP Associate, Israel Technology integration expert 13

GPMIP in Russia & CEE We have not established a

maturity of the PMI market, but have numerous

Associate, Russia TMT M&A, PMI and Complex Change

and Finance Pavel Charny GPMIP Associate, Russia PMI,

Associate, Russia M&A Strategy, PMI, Due Diligence

integration programme management, Product Mgmt Adam

Integration, M&A Igor Byeloyvan GPMIP Associate,

Accounting Konstantin Shakhov GPMIP Associate, Russia

Serbia BD, M&A, JVs Alexey Paramonov GPMIP Associate,

Zeibel GPMIP Associate, Poland CFO, Finance

15 GPMIP in Russia & CEE We have not established a Partnership Firm in Russia or CEE due to the lack of maturity of the PMI market, but have numerous Associates across the region Mikhail Afonin GPMIP Associate, Russia TMT M&A, PMI and Complex Change programmes Hans Kuepper GPMIP Associate, Russia M&A and Finance Pavel Charny GPMIP Associate, Russia PMI, Human Resources, Org Design Dmitry Plotnikov GPMIP Associate, Russia M&A Strategy, PMI, Due Diligence Dimitriy Klimenko GPMIP Associate, Russia Post merger integration programme management, Product Mgmt Adam Saulius Vaina GPMIP Associate, Lithuania Post Merger Integration, M&A Igor Byeloyvan GPMIP Associate, Ukraine Finance integration, Due Diligence, Tax, Accounting Konstantin Shakhov GPMIP Associate, Russia Post merger integration Primoz Artac GPMIP Associate, Serbia BD, M&A, JVs Alexey Paramonov GPMIP Associate, Russia CFO, Cross-border M&A investment, PMI Andrzej Zeibel GPMIP Associate, Poland CFO, Finance integration Martin Pacovsky GPMIP Associate, Czech Rep Post Merger Integration, Operations 14

16 Thank you A global consultancy specializing in Post-Merger Integration Sergio Bruno Partner Sergio.bruno@gpmip.com 15

About GPMIP. Colin Hopkins Associate Partner. Andrew Scola UK Partner

About GPMIP. Colin Hopkins Associate Partner. Andrew Scola UK Partner About GPMIP Andrew Scola UK Partner +44 7764 235 220 andrew.scola@gpmip.com Colin Hopkins Associate Partner +44 7860 185 172 colin.hopkins@gpmip.com 0 Ironbridge, where the world s first cast iron bridge