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Wise SGR. Wisequity Funds

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Wise SGR

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Founded in 2000 by Paolo Gambarini and Michele Semenzato, Wise SGR specializes in the management of Private Equity closed-end funds investing in small and medium-sized companies, with a special focus on Italy.

Over the years, Wise SGR has achieved a unique position in the Italian Private Equity sector thanks to its management approach that considers Wise not only as a supplier of capital, but also as a solid partner with whom to develop and build up the companies in accordance with the requirements of the shareholders and the management.

The Wise SGR team provides support based on a variety of experience and knowledge acquired in the fields of strategic consultancy, investment banking and company management. The skills and know-how cover investment selection, assessment, negotiation and structuring, as well as strategic and operating consulting services specific to the individual business.

The team’s high professional expertise, together with the excellent quality of the partners and investment committees of the funds, enable Wise SGR to contribute pro-actively to the success of small and medium-sized companies, assuring a tailored operating and interactive approach to each specific business.

Wise SGR is owned by the management who is the majority shareholder,

with holdings by Banca Popolare di Milano - following the incorporation of

BPM Private Equity SGR (September 2005).

Wise SGR currently manages the following Funds:

ƒWisequity II & Macchine Italia (2005), that closed the investment

period in July 2010

ƒWisequity III (2010), currently investing

Wisequity I and BPM Private Equity Funds had been liquidated

respectively in June 2010 and in December 2010.

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Since the very beginning, the funds are focused on small and medium-sized companies and are managed by a qualified and independent team, on the basis of an active and industrial approach.

The fund partners are Banca Popolare di Milano and

Federmacchine, the Confindustria Federation (Confederation of Italian Manufacturers) that groups together the eleven trade associations operating in the sector of goods for manufacturing processes.

Wise SGR manages funds that invest in Italian small and medium-sized companies, with a sales turnover ranging between €20 million and €100 million.

The Team is also involved in Leveraged Buy-Outs and development capital transactions, on behalf of companies that are the leaders in their target market.

The two major objectives are:

-manage family succession transactions, facilitating the entry of professional managers;

-lead “build-up” transactions, in order to enhance both the competitiveness and the capacity to attract managers from the outside.

Through each fund, Wise SGR provides “tailor-made answers” to each interlocutor, supporting - in accordance with the shareholders and the management team - the growth and development of the companies.

The funds are specifically involved in two main types of investment:

ƒ Leveraged Buy-Out: acquisition of majority holdings, via

leverage;

ƒ Development Capital: subscriptions to increase capital stock in

companies with high growth potential, clear competitive edge, distinctive assets and a top-rate management team.

The average investment size is 5-25 million euro in terms of Equity Value, and 10-75 million euro in terms of Enterprise Value.

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Types of Operations

ƒ Significant and stable cash flow

ƒ Mature sectors and/or opportunities for better profit margins via improvement of operating efficiency ƒ Growth / development (investment in higher production capacity to accelerate growth) ƒ Financial

restructuring (in case of positive EBITDA) ƒ Opportunity for sector consolidation via acquisitions / mergers Market features and position of the target companies

Leveraged

Buy-Out

Development

Capital

ƒ Majority stakes, including

co-investment with other closed-end funds ƒ Minority stakes only

when having distinctive expertise in the sector or in a specific operation ƒ Significant minority stakes ƒ Main financial partner ƒ The majority shareholder is typically the owner / Managing Director Typical features of the transactions ƒ 3/4 years ƒ 4/5 years Typical investment period ƒ Generational transfer ƒ Family or Management buy-out ƒ Exit from previous

LBO

ƒ Need to reinforce the capital structure ƒ Acquisition

opportunities

Reasons of the operation for the seller

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Investment Approach

ƒ Pro-active approach (not only upon notification) in specific sectors where growth and/or consolidation potential has been identified

ƒ Preferential access channels via the sponsor network

ƒ Links with professional firms operating in the area as informative partners (in districts, sectors..) or as mere intermediaries

Origin of operations

ƒ Internal ability of the team to perform business due diligence

ƒ Specialization in the assessment of the professional qualities of entrepreneurs and managers and verification of consistency with Wise SGR’s management culture

ƒ Active contribution by members of the Investment Committee Assessment of the investment opportunities and due diligence

ƒ Ability of the team to design and use sophisticated financial structures without being influenced by the business size

ƒ Expert skills in management control systems

Structure of the operations

ƒ Pro-active approach, with a strong involvement of Wise SGR in the management of investee

companies

ƒ Daily contacts with entrepreneurs/managers ƒ Participation in all major operating decisions ƒ Implementation of management control systems ƒ Financial/strategic involvement in supporting

growth through acquisitions (follow-on)

Management/ monitoring of the investee companies

ƒ Identification of potential targets for the sale of stakes

ƒ Wise SGR in-house skills in the management of the exit process and selective involvement of outside advisors

Divestment of stakes

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The Management Team

A Management Team with significant experience in Private Equity and a background with skills covering the entire investment/divestment processes.

Valentina Franceschini, Partner

at Wise SGR since 2000. 3 years' experience in investment banking (CSFB)

Paolo Gambarini, Partner

Founding partner. 10 years’ experience in investment banking (CSFB and others)

Stefano Ghetti, Partner

at Wise SGR since 2003. 8 years' experience in investment management (ARCA and Fineco)

Fabrizio Medea, Partner

at Wise SGR since 2000. 6 years’ experience in management consulting (Bain & Co., Andersen)

Roberto Saviane, Partner

at Wise SGR since 2004. 25 years’ experience in management consulting (A.A. & Co. and founder of Considi/Consiel). Senior manager and board member of several companies (Gruppo Ferrovie Stato S.p.A., and De Agostini Invest)

Michele Semenzato, Partner

Founding partner. 7 years’ experience in investment banking and management consulting (Bain & Co., ABN Amro M&A)

Gianluca Boni

at Wise SGR since 2006. 6 years' experience in management consulting (A.T. Kearney) and 3 at Piaggio

Maurizio Moroni

at Wise SGR since 2004. 3 years' experience in management consulting and 5 in a company in the chemical industry (in Italy and the USA)

Luigi Vagnozzi

at Wise SGR since 2005. Previously in BPM Private Equity

Igor Petricca

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The Investment Committee

The Investment Committee combines experience and success stories in many industrial and services sectors:

Paolo Ainio

Former CEO Matrix

Lino Benassi

Chairman IDeA Alternative Investments SGR S.p.A.

Guido Corbetta

Professor Bocconi University

Gianmaria Gros-Pietro

Chairman Atlantia

Pierluigi Mazzoldi

Vice Chairman BCC National Pension Fund

Marco Turrina

CEO Banca Akros

Roberto Ferrario

Director Corporate Banking Banca Popolare di Milano

Franco Mosca

Managing Director IDeA Capital Funds SGR S.p.A.

Luigi Tommasini

Senior Partner Fondo Italiano d’Investimento SGR S.p.A.

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Main Partners

Banca Popolare di Milano

Fondo Italiano d’Investimento SGR

European Investment Fund (EIF)

Idea Capital Funds SGR

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Deal Flow

Proprietary deal flow in important sections of

the Italian economy

Sponsors

Prominent national and international organizations

supporting the team

Knowledge

Extensive knowledge of small and medium-sized

Italian companies in a diversified range of

industrial sectors

Management Team

Independent management

team with significant experience and a pro-active approach toward

Private Equity

Investment

Committee

High-profiled and experienced Investment Committee

Focus

Focus on small and medium-sized companies,

a market with a lack of capital offered by independent asset management companies

Wise SGR

Wisequity

Funds

Wise SGR

Wisequity

Funds

A unique position in the Italian

Private Equity sector

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ƒ Leading Italian company in the design and production of electromechanical systems and components for the railway market. SPII

ƒ Leading Italian company in the design and production of formal outer men’s wear, especially suits, jackets and coats.

BOGLIOLI

ƒ Leading company in the transport of special products such as waste and chemical products.

GERMANI

ƒ Leading supplier of multimedia publishing and content management systems with offices in Milan, New York, Frankfurt and Paris.

Companies Acquired

EIDOSMEDIA

ƒ The first italian bank dedicated to italian tobacconists, that offers a number of banking services, such as current accounts, payment cards and securities. BANCA ITB

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ƒ Largest direct retailer in the jewellery sector in Italy, in terms of both number of stores and total turnover.

STROILI ORO

ƒ Italian company specialized in the consumer credit market and in particular in loans to employees with repayments directly deducted from their salaries.

PITAGORA

OPENJOBMETIS ƒ Temporary work agency specialized in the supply of services to small and medium-sized companies.

Companies Acquired

ƒ Leading company in the Italian tour operating, integrated with an airline and incoming services in major tourist destinations

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ƒ Publishing group specialized in trade magazines for the distribution, food, entertainment, ICT, building, home & office industries.

GPP & AGEPE

ƒ World leader in the production and sale of brake shoes and disc brake supports, with plants in Italy, Canada, Mexico and China. UTIL

INDUSTRIES

ING. CASTALDI ILLUMINAZIONE

ƒ Italian leader in the development of hardware and software for time and attendance data collection and access control.

SELESTA INGEGNERIA

ƒ Start-up of the CIR group (2003) with four operation areas: homes for the elderly, psychiatry, hospital management, rehabilitation.

KOS

ƒ One of the main Italian players in the “architectural / commercial and external lighting” sector, a reference point for product innovation and design.

Companies divested

MARTER ƒ Operator in the field of port logistics in

Monfalcone (Trieste), in particular in the niche market of raw materials logistics for the paper industry.

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Companies divested

TOTOBIT ƒ Company operating in the sector of

electronic invoicing and payment systems for cellular phones, pre-paid cards, credit and debit cards.

SELECTIVE BEAUTY

HYPERPHAR ƒ Largest Italian outsourcer of clinical

research for the pharmaceutical industry

ƒ Development of an operator in selective cosmetics distribution and licensing on the European market. At the time of sale it was operating in 9 European countries.

EURODIFARM ƒ Main Italian operator in the temperature controlled transportation and distribution of pharmaceutical and diagnostic products.

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Contacts

Wise SGR S.p.A. Foro Buonaparte 76 20121 Milan Italy tel. +39 02 854569.1 fax +39 02 80509485

Information

www.wisesgr.it [email protected]

How to reach us

We are located close to Largo Cairoli, just a few minutes walk from Piazza Duomo or the Milano Cadorna station.

From Malpensa airport: take the “Malpensa Express” and stop at Milano Cadorna station (approximately 40 mins.). The taxi ride to our offices takes about 5 minutes.

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