Rubicon Partners Corporate Finance S.A. Corporate Presentation - PowerPoint PPT Presentation

Rubicon Partners S.A. 100% Rubicon Partners Corporate Finance S.A. 100% Rubicon Partners Ventures Sp. z o.o. Other Investors R Ventures I Sp. z o.o. Contact details Rubicon Partners Corporate Finance S.A. Corporate Presentation Warsaw Corporate Centre Emilii Plater 28 Street, 00-688 Warsaw m. +48 22 209 98 00, f. +48 22 209 98 01 biuro@rubiconpartners.pl 2018 www.rubiconpartners.pl

 Rubicon Partners is an independent investment banking About us boutique, dedicated for both Polish and international Experience Clients. Our offer covers comprehensive advisory services in the fields of investment banking and capital Team markets Why Rubicon Partners  The most important aspects in delivering our diversified services remain identyfing and responding to specific needs of our Clients 1

Reliable partner in strategic initiatives Business model based on two complementary elements: I. ADVISORY 1. Investment Banking services (IB): Arrangement of financing (AF) A. Mergers and Acquisitions (M&A) B. 2. Corporate Finance (CF) – financial advisory services for corporate clients Comprehensive services: 3. Authorised Adviser on NewConnect  Rubicon Partners cooperates with: – and Catalyst markets (AA) Leading brokerage houses – Institutional investors – Mutual Funds, Pension Funds, Asset Management companies – PE and VC funds – Business angels networks II. STARTUP INVESTMENTS – Private investors – Prestigious law firms and certified auditors 2

Arrangement of financing (I/II) IB AF Advisory CF M&A Startup AA  Combining market insight with deep corporate finance knowledge, we develop and manage tailored capital raising solutions to suit our Clients needs; Our expertise ranges from equity and debt capital markets to specialised structured financing solutions, as well as to relationship-based credit and lending 1  We provide advisory services in capital raising on the stock exchange, including both Initial Public Offering (IPO) and Secondary Public Offering (SPO) Capital raising (IPO, SPO) in the public market (GPW and NewConnect) 2  We provide advisory services in capital raising through private placement, dedicated to institutional investors active on the public market (WSE and NewConnect); We cooperate with Open- Private placement to institutional investors End Investment Funds, Open Pension Funds and Asset (Open-end Funds, Pension Funds, AM) Management Companies 3 Our well-established contacts and unique competences enable us  to support Clients in raising equity capital from both strategic and financial investors; We cooperate with Private Equity (PE) Private placement to private investors and Venture Capital (VC) funds, as well as with closed-end funds (Close-End Investment Funds, VC, PE) 3

Arrangement of financing (II/II) IB AF Advisory CF M&A Startup AA 4  We assist our Clients in arrangement of debt financing (provided by banks); We have in-depth experience in financing of investment projects, working capital and bridge loans Debt financing 5  Rubicon Partners offers bond issuance advisory for companies to access public (Catalyst) or private market; Our services are dedicated for both individual and institutional investors Financing through bond issues including funds which invest in corporate bonds on the public (Catalyst) and private market 6 Mezzanine financing is a hybrid of debt and equity financing  which secures flexibility of the transaction structure and responds to specific needs of both Client and capital provider Mezzanine  Our unique expertise, combined with experience in capital markets and close access to broad investor base, significantly increases the chances of securing necessary financing 4

Mergers and Acquisitions (M&A) IB AF Advisory CF M&A Startup AA  We provide highly tailored services on all phases of M&A Transactions, from the initial planning stage until the finalisation of the deal, as well as the successful structuring of the new business and post-transaction integration; We focus on processes that are critical for a successful transaction, in order to deliver value and ensure success  We have in-depth experience in the following fields: 1  We have vast experience in conducting a discrete and well organized sale process including both sale of an entire company (100% shares) and sale of stake in companies to a strategic Sell-side transaction (sale of an entire company or financial investors; Our services cover searching for potential or selected/strategic assets) investors (buyers), advisory in price negotiation process (valuation and/or negotiations), offers analysis and effective coordination of the due diligence 2 Our buy-side services include target screening and approach,  financial modeling and business valuation, advisory in price negotiation process Buy-side transaction (acquisition of an entire company or selected/strategic assets) 3  Rubicon Partners assists in the arrangement of financing during the Leveraged Buy-Out process (LBO) and provides high-quality advice to managers in Management Buy-Out transactions Leveraged/Management Buyouts (acquisition of the company by its management with debt financing) 5

IB AF Investment banking services Advisory CF M&A Startup AA  The role of Rubicon Partners in capital raising process depends on specific corporate and industry requirements Transactions on the public market (WSE, NC, Catalyst) Private placement SELL SIDE BUY SIDE   In-depth analysis of the company  Comprehensive analysis of the Company Market analysis and including its strategy, businessplan identification of potential  Preparation of a financial model and cooperation and financial performance acquisition targets in determining the value of the offered financial PREPARATION  Preparation of a financial model  instruments (valuation) Verification and analysis of OF THE COMPANY and valuation materials about the target BEFORE TRANSACTION  Preparation/verification of the  Consultancy in the process relevant investment materials of determining the purchase price  Identification of the potential investors   Determining possible structures and parameters Comprehensive organization of the process, coordinating contacts, of the transaction (including the tax optimization) and organization of information flow   Consulting in choice of the entities involved in the offer Determining the optimal structure of the transaction (including tax (brokerage houses, law firms, auditora - if required) optimization) PREPARATION   Cooperation in preparing analytical materials Arranging meetings of transaction sides, negotiations of the initial OF THE (prospectus, offering memorandum, informative transaction terms TRANSACTION documents, terms of issue, presentations, reports etc.)  PROCESS Assistance in arrangement of financing (if necessary)  The consulting and supporting the capital market  Coordination of the comprehensive analysis of the company (due in proceedings before institutions (KNF, GPW, KDPW) diligence) - if required  Identifying potential investors and coordination of contacts and information flow   Negotiations of final transaction contracts Supervision and coordination of all of the Company’s and its advisors ’ activities connected to the offer  Assistance in preparation of transaction documents, including contracts CLOSING OF THE  Providing ongoing advisory in case of any unexpected TRANSACTION  Supervision over the transaction closing and settlement of payments situation that may influence the course of the transaction 6

IB AF Corporate finance services Advisory CF M&A Startup AA  We have extensive experience in advisory, especially in restructuring and development processes  We have necessary resources to provide services which supplement our core business (financial advisory for companies, business analysis and valuations) Financial advisory for companies Business analysis and valuations Rubicon Partners offers complex services Rubicon Partners conduct analysis including : in the following fields:  Feasibility studies  Compan y’s effectiveness analysis  Financial modelling  Restructuring  Risk assessment  Investment projects evaluation  Business valuations (including fairness opinion)  Strategic and operating model assessment  Recommendations of optimal financing structure and improvement The process of restructuration requires professional experience and approach customized to specific industry and company. Rubicon Partners assists in effective restructuring processes by providing objective and competent assessment of current business and implemented strategy effectiveness 7