Introduction to Oquendo Corporate

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Introduction to
          Oquendo Corporate

Private & confidential      1
Introduction to Oquendo Corporate

Introduction
                                    Oquendo Corporate is an independent firm that provides financial advisory
                                    services in mergers and acquisitions and other corporate finance related
                    Independence    transactions. Oquendo also provides financial advisory services in
                                    financing and debt restructuring. Our sole concentration in advisory allows
                                    us to provide our service in an objective way and without conflicts of
                                    interests

                                    Oquendo Corporate has been operating since 2002, when it was founded
                     Experience     by professionals from international investment banks that brought an
                                    extensive experience in institutions such as JP Morgan Chase, Deutsche
                                    Bank and Bankers Trust

                                    Oquendo Corporate provides quality and taylor-made services to each of
                                    its clients:

                                      •   To leading family-owned groups in key transactions regarding their
                      Excellence          business development

                                      •   To major corporations in growth projects or transactions related to any of
                                          its subsidiaries

                                      •   To Private Equity funds in their investment or divestment projects within
                                          the Spanish market

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Introduction to Oquendo Corporate

Services offered
                   Oquendo provides a broad range of financial advisory services:

                                              •   Advisory in the acquisition of companies or of partial equity stakes, both from the
                                                  sell-side and the buy-side
                        M&A Advisory          •   Advisory in merger processes
                                              •   Divestments from non-core businesses
                                              •   Finding new industrial or financial partners
                                              •   Analysis and valuation of strategic alliances, including also advisory services in
                                                  the establishment of joint-ventures

                      Financing and debt
                         restructuring        •   Leveraged Buyouts (LBOs) and MBO/MBI
                                              •   Debt restructuring

                         Other related        •   Valuation exercises and fairness opinions
                           services           •   Evaluation of new projects and assistance in preparing strategic plans
                                              •   Infrastructure projects and public tenders
                                              •   Capital markets: advisory in debt issuances, IPOs

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Introduction to Oquendo Corporate

Experience of Oquendo Corporate
                   Since its foundation in 2002, Oquendo                        Oquendo´s position as adviser

                   Corporate has advised on transactions with a                           (% of cumulated value of transactions advised by
                                                                                                       Oquendo Corporate)
                   total cumulated value of more than €5,000
                   million                                                                Debt restructuring

                   The Oquendo Corporate team has deep                                                           10%                    Sell-side

                   experience in advising in acquisitions                                    Merger      17%                38%
                   processes from both the sell-side and the
                   buy-side
                                                                                                                 34%
                   Traditionally, Oquendo Corporate has                                       Buy-side
                   advised non-financial industrial groups.
                   However, Private Equity funds or some sort
                                                                                Deal scope
                   of institutional financial investor have been
                   involved in one third of the closed operations                                     (% of transactions advised by
                                                                                                          Oquendo Corporate)
                   in which Oquendo has acted as advisor

                   Oquendo Corporate provides its advisory                              Cross-border

                   services primarily on domestic transactions,                                            29%

                   but it has an extensive experience in cross-
                                                                                                                            71%
                   border transactions that accounted for a 29%
                   of the total transactions advised                                                                                  Domestic

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Introduction to Oquendo Corporate

Sectorial Experience
                   Oquendo Corporate has provided and continues to provide advisory services in a variety of sectors,
                   about which Oquendo has gained a deep knowledge that provides an important experience for future
                   transactions
                   In most cases, clients have mandated us as advisers in a repeat transaction, having led us also to
                   other clients within the same industry
                 Closed deals by sector

                                                                     Security
                                                                                                             Road Passenger Transport

                                                   Healthcare                         9%              12%
                                                                        6%
                                                                                                                            Energy and Environmental
                                          Other Services
                                                                9%                                               14%

                                                                  15%                                           11%

                                      Other Industries                                                                      Telecommunications and Media

                                                                         3%                            11%
                                                                                        10%

                                              Food and Beverage
                                                                                                                   Technology

                                                                     Automotive

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Introduction to Oquendo Corporate

Past clients
                   Our team benefits from the experience of having worked and keep working with demanding and prestigious clients
                   Today, Corporate Oquendo is actively involved in many advisory mandates with clients who have requested our
                   assistance as financial advisor, even from a preliminary stage in which they decide which strategic path to follow
                   In any case, and regardless of with whom we have worked in the past or we are working at the moment, Oquendo
                   Corporate maintains a strong long-term commitment with each of our clients, making them our top priority at all times

                 Some of our clients

                  International Companies                                            International Private Equity Funds and Financial Investors

                  Larger Local Companies

                                                                                     Local Private Equity Funds and Financial Investors

                  Medium-sized and Family-owned Companies
                                                                                     Debt providers

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Introduction to Oquendo Corporate

   Management team
Oquendo’s             Manuel de Prado y Eulate                                                              Iñaki Salazar
approach              Partner                                                                               Partner
ensures that, for
each customer
                      •   Founding partner since 2002                                                       •   Founding partner since 2002
assignment, a
team with the         •   Manuel de Prado has an extensive experience of more                               •   More than 20 years of relevant M&A experience
required                  than 30 years in the financial services sector. Manuel                                having worked in Bankers Trust- Deutsche Bank’s
                          was Head of Chase Manhattan S.G.I.I.C., covering                                      Madrid office where he was involved in a number
experience and
                          Private Banking and Asset Management in Spain and                                     of domestic and international projects
capacities is
                          Portugal. Previously, Manuel had been for over fifteen                            •   He has a BA in Economics from ICADE and a MBA
formed in order           years Managing Director at the Chase Manhattan                                        in the Stern School of Business of New York
to serve the best         Bank, in charge of Corporate Lending and Investment                                   University
interests of its          Banking in Spain and Portugal
customers             •   Mr. De Prado has a degree from ICADE

In addition,
Oquendo relies
on a network of
specialized           Joan Coll                                                                             Paula Martín-Gromaz
associates that       Partner                                                                               Director
can provide
tailor made
                      •   Partner based in Barcelona                                                        •   Paula Martín-Gromaz joined Oquendo in 2005,
services for
                      •   Extensive experience in management positions in                                       since joining the firm she has been involved in
specific                                                                                                        transactions in the food, internet, parking and
                          the banking and services sector in general,
assignments                                                                                                     road transport passengers sectors, among
                          highlighting the positions of General Management
                          of the Paralympics Games in Barcelona 92 and                                          others
                          General Manager of the FC Barcelona                                               •   Ms. Martín-Gromaz holds a degree in Business
                          Foundation. In recent years he has been focused                                       Administration from Universidad Pontificia
                          in activities in the financial and real estate sectors                                Comillas de Madrid (ICADE)
                      •   He has a BA in Law from the Universidad Autónoma de Barcelona and a
                          MBA in IESE

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Introduction to Oquendo Corporate

   Strategic alliance with Crowe Global
                           Crowe Global main figures:
Oquendo
Corporate
reached in 2014           Members Firms &
a strategic
                                                  Countries                     Offices   Partners    Staff    Revenue
                             Business
alliance with               Associates
Crowe Global,
by which it                     200                     130                       750     3,500      36,500   US$3,800 M
became the
Corporate
Finance division
of Crowe in
Spain

The strategic
alliance with
Crowe
strengthened
Oquendo
positioning by
providing
access to an
international
network with
presence in 130
countries

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Introduction to Oquendo Corporate

Recent Transactions

                                                                                                   2019                                       2019                                  2018
                                                       2019

                                                                    Grupo Amper
                                                               has acquired Formecal,                                Q8                                  Wizink has acquired
                          Estrella Galicia
                                                               producer of value added                         has acquired                                a 100% stake
                    has acquired a 49% stake
                                                               parts for the aeronautic                   the oil stations network                          in Aplazame
                        of the Portuguese
                                                                       industry                              of Saras in Spain
                  Fábrica de Cervejas Portuense

                                                               has acted as financial advisor of          has acted as financial advisor of               has acted as advisor of
                  has executed an analysis and a valuation                                                                                                      the buyer
                                                                   the selling shareholders                          the seller
                   exercise of the Company for the buyer

                                                        2018                                       2017                                       2017                                  2017

                                                                 Gesa Carburantes,
                           Aqualande                           owner of a network of 30                                                              Estrella Galicia has acquired
                    has acquired a 100% stake                     station services,                        Tamoin has acquired                        Carlow Brewing Company,
                            in Piszolla                         has been acquired by                      100% of Grupo Norton                       an Irish craft beer producer
                                                                     Grupo Disa

                           has acted as advisor of                 has acted as advisor of                     has acted as advisor                      has executed a Company
                                  the seller                              the seller                               of the buyer                           valuation for the buyer

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Introduction to Oquendo Corporate

Other Transactions

                                                  2016                                  2016                                   2016                                         2016

                                                                                                          TANKISA

                                                                                                  EB Trans, the Belgian
                       Nazca has acquired                 Colegio de Huérfanos de                multinational corporation,             Grupo Seguriber has sold
                   a controlling stake in Caiba,         Hacienda has sold APGISA                 has acquired Tankisa,               its cleaning services division
                    a leading PET packaging                 to Grupo Docuworld                    a logistics company of                     to Grupo Lacera
                        producer in Spain
                                                                                                    chemical products
                                                                                                       transportation

                        has acted as advisor of               has acted as advisor of                has acted as advisor of                has acted as advisor of
                              the buyer                              the seller                            the sellers                         Grupo Seguriber

                                                  2015                                  2015                                   2014                                         2014

                     APGISA, a company
                    controlled by Colegio de                                                     EYSA, a portfolio company            The Sanchez Ramade Group
                                                            FoodBox, a company
                    Huérfanos de Hacienda,                                                         of N+1 Private Equity,               has sold Cinesur to the
                                                         controlled by Nazca Capital,
                        has sold Keyfis                                                               has acquired SCI                    French Group MK2
                                                            has acquired Papizza
                       to Wolters Kluwer

                        has acted as advisor of               has acted as advisor of                has acted as advisor of            has acted as financial adviser of
                               the seller                           the buyer                              the buyer                     the Sanchez Ramade Group

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Introduction to Oquendo Corporate

Other Transactions (cont´d)

                                                2014                                     2014                                            2013                                2012                                  2012

                 Company Valuation exercise            Company Valuation exercise
                     and valuation of the                   and valuation of the
                      Executives’ Stock                Executives’ Stock Option Plan
                 Option Plan within the capital          within the capital increase                                                                                                Grupo Seguriber and Umano
                        increase by a                   by a group of investors led                                                                                                    have merged to create
                                                                                                                                                Cristian Lay has acquired
                  group of investors led by             by Qualitas Equity Partners                                                                                                    a leading group within
                                                                                                                                                    a minority stake in
                   Qualitas Equity Partners                                                               Valuation exercise for an                                                     the security services
                                                                                                                                                  Gas de Extremadura
                                                                                                           Impairment Test and                                                            Industry in Spain
                                                                                                                                                      from ENDESA
                                                                                                           Asset Price Allocation

                      has acted as adviser of                has acted as adviser of                           has acted as adviser of             has acted as adviser to               has acted as advisor of
                          the Company                            the Company                                        the Company                          the buyer                          Grupo Seguriber

                                                2012                                     2012                                            2011                                2010                                  2010

                                                                                                              N+1 and Dinamia                                                       Acens, a company controlled
                                                            Seguriber Majority                              have acquired EYSA,                  Ingenico has acquired                 by Nazca Capital, has
                                                            shareholders have                             the parking subsidiary of                First Data Ibérica                 acquired Centrodedatos
                          Valuation                                                                             Grupo FCC
                        exercise for an                    acquired Natixis and
                       Impairment Test                    Zurbaran minority stake
                                                              in the company

                      has acted as adviser of            has acted as financial advisor of                     has acted as advisor of             has acted as advisor of               has acted as advisor of
                          the Company                           Grupo Seguriber                                     the acquirer                        the acquirer                          the acquirer

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Introduction to Oquendo Corporate

Other Transactions (cont´d)

                                                 2010                                2009                                          2008                              2008                                  2007

                                                        MP Corporación Industrial                                                                                              Doughty Hanson has
                                                        has reached an industrial                                                          Acens, a company                 acquired CTSA-Portillo from
                                                                                                        Grupo Alsa has
                                                         agreement with Duplex                        acquired the 100% of                controlled by Nazca                     FCC and Veolia
                 MP Corporación Industrial              Elevación, which includes                    Transportes Colectivos               Capital, has acquired
                 has reached an agreement                 the sale of a portfolio                                                          Ferca and Veloxia
                  to restructure its financial               of management
                             debt                           contracts in Spain

                      has acted as advisor of              has acted as advisor of                       has acted as advisor of           has acted as advisor of               has acted as advisor
                         MP Corporación                       MP Corporación                                  the acquirer                      the acquirer                        of the acquirer

                                                 2007                                2007                                          2007                              2007                                  2007

                                                         ENCE Group has sold
                      Acens, a company                                                             Cosalt has acquired SSM,                ACE Automotive
                                                        Eucalipto de Pontevedra                                                            Group has sold a
                     controlled by Nazca                                                            Sistemas de Seguridad
                                                                to Nefab                                                                   minority stake in
                     Capital, has acquired                                                                 Marítima
                                                                                                                                              Composite                           Grupo Risi has
                           Hostalia                                                                                                                                             acquired Fábrica de
                                                                                                                                          Aerodinamic Group
                                                                                                                                                                                      Patatas
                                                                                                                                                                                    El Castillo

                       has acted as advisor of             has acted as advisor of                       has acted as advisor of           has acted as advisor of               has acted as advisor of
                            the acquirer                          the seller                                  the acquirer                        the seller                          the acquirer

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Introduction to Oquendo Corporate

Other Transactions (cont´d)

                                               2006                                   2006                                            2006                                     2006                                  2006

                                                       Grupo Alsa has acquired                              Ticketmaster has
                    Grupo Fujikura has                                                                                                                                                 A consortium of institutions
                                                          a minority stake in                              acquired Tick Tack
                  acquired a 60% stake in                                                                                                    Mercapital has acquired                    have subscribed a capital
                                                        Transportes Colectivos                                   Ticket
                  ACE Automotive Group                                                                                                         a majority stake in                    increase in Refinería Balboa
                                                                                                                                                   Gasmedi

                     has acted as advisor of                has acted as advisor of                         has acted as advisor of             has acted as advisor of                    has acted as advisor of
                            the seller                           Grupo Alsa                                        the seller                         Mercapital                              Refinería Balboa

                                               2006                                   2006                                            2005                                     2005                                  2005

                                                       Tarraco Eólica, S.A.

                                                      Eolia Mistral de Inversiones,
                      Shell has become                    S.C.R. has acquired
                  the technological partner                a minority interest                         has acquired Grupo Alsa                Sacyr Vallehermoso                        Grupo Alfonso Gallardo
                     of Refinería Balboa                in Tarraco Eólica, S.A.                                                              has acquired Sufi, S.A.                  has acquired the wired rod
                                                                                                                                                                                      activities of Arcelor in Spain

                     has acted as advisor of            has advised the shareholders of                     has acted as advisor of            has advised the seller in its               has acted as advisor of
                        Refinería Balboa                        Tarraco Eólica                                    the buyer                    evaluation of the company                         the buyer

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Introduction to Oquendo Corporate

Other Transactions (cont´d)

                                                2005                                  2005                                            2004                                  2004                                   2004

                                                                                                     A consortium of savings                                                         Comunitel has acquired
                                                                                                                                               The Phone House has
                                                                                                      banks have acquired a                                                        100% of the share capital of
                                                         Pryconsa has acquired                                                                 acquired 100% of the
                  Structuring €318 of senior                                                          20% interest in Group                                                           Ola Internet from the
                                                         Residencial Valmonte                                                                   share capital of Xtra
                   and subordinated debt                                                             Antolín through a capital                                                       management team and
                                                                                                       increase of € 80 mm                           Telecom
                    facilities to finance the                                                                                                                                      Service Point Solutions S. A.
                  acquisition of the wire rod
                 activities of Arcelor in Spain

                      has acted as advisor of                has acted as advisor                       has acted as advisor of the                has acted as advisor                  has acted as advisor of
                      Grupo Alfonso Gallardo                     of the seller                                Grupo Antolín                            of the buyer                            the sellers

                                                2003                                  2003                                            2003                                  2003                                   2002

                                                                                                    Germinus has sold its 67%                                                      Aceros y Forjas de Azkoitia
                                                                                                                                               The management team of
                                                                                                        capital interest in                                                        (AFORASA), owner of GSB
                      A group of private                                                                                                       Ola Internet has acquired
                                                                                                    Tecnipublicaciones to the                                                        group, and Corporación
                                                         Torreal has acquired a                                                              from Service Point Solutions
                  investors have acquired                                                           management team of the                                                            Industrial Egaña, have
                                                       minority stake in Sufi, S. A.                                                           S. A. a 60% of the share
                    Tick Tack Ticket from                                                                  company                                                                  reached an agreement to
                    Telefónica and BBVA                                                                                                         capital of the company             merge the companies into a
                                                                                                                                                                                       new company called

                      has acted as advisor of               has acted as advisor of                       has acted as advisor of                 has acted as advisor of                has acted as advisor of
                            the buyer                              the seller                                    the seller                             the buyer                              AFORASA

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Introduction to Oquendo Corporate

Why Choosing a Financial Advisor?

                                      •   Both the incorporation of a strategic or financial partner in a midsize company and
                      Experience          the purchase of another company, often has strong implications for shareholders.
                                          This fact, coupled with the complexity of the process, recommends a professional
                                          advice by specialized and daily experience people in similar transactions, to
                                          ensure that the sale is conducted in an orderly and confidential way maximizing
                                          shareholder's value

                                      •   The sales processes are often marked by lengthy negotiations and a high
                   Time and Service       consumption of time and resources that can distract shareholders in the
                                          management of the company. The financial advisor's labor is to reduce the time
                                          spent in the transaction, ensuring that it can continue to manage the day to day
                                          business while negotiations take place

                       Valuation      •   The application of different valuation techniques require both technical and market
                                          comparison work. Experience shows that an objective valuation work is an
                                          important element of the negotiation towards a possible transaction with a third

                                      •   The remuneration of Oquendo as financial adviser is linked to the success of the
                    Goal Alignment        transaction, linking most of our fees to the effective closure of the transaction and
                                          establishing, where appropriate, the same in terms of price obtained for the
                                          management. This ensures a committed attitude to the purposes of the
                                          shareholders

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