Corporate Presentation

2019

Contact details

Rubicon Partners Corporate Finance S.A. Wspólna 70, Park Avenue, 5th floor

00-687 Warsaw, Poland

m. +48 22 209 98 00, f. +48 22 209 98 01

biuro@rubiconpartners.pl

www.rubiconpartners.pl

Rubicon Partners S.A.

Rubicon Partners Corporate Finance S.A.

100%

Rubicon Partners Ventures Sp. z o.o.

100%

R Ventures I Sp. z o.o.

Other Investors

About us

Experience

Team

Why Rubicon Partners

Rubicon Partners is an independent investment banking

boutique, dedicated for both Polish and international

Clients. Our offer covers comprehensive advisory

services in the fields of investment banking and capital

markets

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

1. Investment Banking services (IB):

A. Arrangement of financing (AF)

B. Mergers and Acquisitions (M&A)

2. Corporate Finance (CF) – financial advisory services for corporate clients

3. Authorised Adviser on NewConnect and Catalyst markets (AA)

I. ADVISORY

II. STARTUP INVESTMENTS

Comprehensive services:

Rubicon Partners cooperates with:

– Leading brokerage houses

– Institutional investors – Mutual Funds, Pension Funds, Asset Management companies

– PE and VC funds

– Business angels networks

– Private investors

– Prestigious law firms and certified auditors

Business model based on two complementary elements:

2

Arrangement of financing (I/II)

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

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)

1

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-End Investment Funds, Open Pension Funds and Asset Management Companies

Private placement to institutional investors (Open-end Funds, Pension Funds, AM)

2

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) and Venture Capital (VC) funds, as well as with closed-end funds

Private placement to private investors (Close-End Investment Funds, VC, PE)

3

3

Advisory

Startup

IB

CF

AA

AF

M&A

Arrangement of financing (II/II)

Our unique expertise, combined with experience in capital markets and close access to broad investor base, significantly increases the chances of securing necessary financing

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

4

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 including funds which invest in corporate bonds

Financing through bond issues on the public (Catalyst) and private market

5

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

6

4

Advisory

Startup

IB

CF

AA

AF

M&A

Mergers and Acquisitions (M&A)

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:

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 or financial investors; Our services cover searching for potential investors (buyers), advisory in price negotiation process (valuation and/or negotiations), offers analysis and effective coordination of the due diligence

Sell-side transaction (sale of an entire company or selected/strategic assets)

1

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)

2

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 (acquisition of the company by its management with debt financing)

Leveraged/Management Buyouts

3

5

Advisory

Startup

IB

CF

AA

AF

M&A

Investment banking services

The role of Rubicon Partners in capital raising process depends on specific corporate and industry requirements

6

Advisory

Startup

IB

CF

AA

AF

M&A

PREPARATION OF THE COMPANY

BEFORE TRANSACTION

PREPARATION OF THE

TRANSACTION PROCESS

CLOSING OF THE TRANSACTION

Comprehensive analysis of the Company

Preparation of a financial model and cooperation in determining the value of the offered financial instruments (valuation)

Determining possible structures and parameters of the transaction (including the tax optimization)

Consulting in choice of the entities involved in the offer (brokerage houses, law firms, auditora - if required)

Cooperation in preparing analytical materials (prospectus, offering memorandum, informative documents, terms of issue, presentations, reports etc.)

The consulting and supporting the capital market in proceedings before institutions (KNF, GPW, KDPW)

Identifying potential investors and coordination of contacts and information flow

Supervision and coordination of all of the Company’s and its advisors’ activities connected to the offer

Providing ongoing advisory in case of any unexpected situation that may influence the course of the transaction

SELL SIDE BUY SIDE

Transactions on the public market (WSE, NC, Catalyst) Private placement

In-depth analysis of the company including its strategy, businessplan and financial performance

Preparation of a financial model and valuation

Preparation/verification of the relevant investment materials

Identification of the potential investors

Market analysis and identification of potential acquisition targets

Verification and analysis of materials about the target

Consultancy in the process of determining the purchase price

Comprehensive organization of the process, coordinating contacts, and organization of information flow

Determining the optimal structure of the transaction (including tax optimization)

Arranging meetings of transaction sides, negotiations of the initial transaction terms

Assistance in arrangement of financing (if necessary)

Coordination of the comprehensive analysis of the company (due diligence) - if required

Negotiations of final transaction contracts

Assistance in preparation of transaction documents, including contracts

Supervision over the transaction closing and settlement of payments

Corporate finance services

Rubicon Partners offers complex services in the following fields:

Company’s effectiveness analysis

Restructuring

Investment projects evaluation

Strategic and operating model assessment 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

Financial advisory for companies Business analysis and valuations

Rubicon Partners conduct analysis including:

Feasibility studies

Financial modelling

Risk assessment

Business valuations (including fairness opinion)

Recommendations of optimal financing structure

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)

7

Advisory

Startup

IB

CF

AA

AF

M&A

Authorised adviser on NewConnect and Catalyst

Rubicon Partners acts as an Authorised Adviser of the NewConnect1 (stock market) and Catalyst2 (bond market) Alternative Trading Systems (ATS) organized by the Warsaw Stock Exchange (WSE)

Awards and Recognitions

For the greatest quantitative and qualitative contribution to development of the NewConnect market in 2012

WSE awards for the highest value of IPO on NewConnect market in 2011 and 2013

The titles of second-best Authorized Adviser in 2012 (Grant Thorton) and 2013 (Forbes)

Comprehensive analyses of customer needs, market conditions and selection of optimal financial structure and its conditions

If the most efficient way to raise capital is IPO in ATS, Rubicon Partners advises on the process and after it is completed

o Business and legal analysis of the company and preparation of required documentation (e.g. Information Document)

o Representation of the company in contacts with Polish Financial Supervision Authority (KNF), National Depository of Securities (KDPW) and Warsaw Stock Exchange (GPW)

o Assistance in exercising obligations to provide information and the interpretation of legal texts

1 NewConnect – alternative market operated by the WSE and dedicated for young and innovative firms from technology industries 2 Catalyst – bond market operating on transaction platforms of the WSE

8

Advisory

Startup

IB

CF

AA

AF

M&A

Startup investments

Investments in companies at the seed/VC stage are one of the pillars of Our Company. We provide the specific expertise needed to rapidly scale businesses, exponentially increasing a startups probability of success

We are looking for interesting investment opportunities; We diligently analyze all of the risk factors connected with specific industries and projects

We are supporting innovative startups from ideas to market success, with focus on value adding activities. Our activities in these fields covers:

o Arrangement of financing (own investments, co-investments with seed/VC funds or private/strategic investors)

o Optimization of financial sources (arrangement of debt/mezzanine financing)

o Transaction structuring

o Supporting organic growth (members of our team act as financial directors or members of the supervisory boards in the startup companies)

o Improvement of operational effectiveness (active participation in forecasting, cost optimization, projects assessment etc.)

o Preparing the business for sale (sale to financial or strategic investor, IPO on NewConnect or WSE Main Market)

Rubicon Partners prepared, financed and developed projects in CEE, CIS and MEA regions

Our investments are realized in cooperation with market and industry experts, scientific organizations, global and local entrepreneurs, as well as with co-investors

9

Advisory

Startup

IB

CF

AA

AF

M&A

About us

Experience

Team

Why Rubicon Partners

We successfully conducted 91 transactions with market

value of PLN 3.1 billion

We gained trust of our Clients — our business relations

evolved into a long-term cooperation built on solid

foundations resulting from our professionalism, high

ethical standards and transparent business policies

10

Selected transactions (I/V)

11

Selected transactions (II/V)

12

Selected transactions (III/V)

13

Selected transactions (IV/V)

14

Selected transactions (V/V)

15

Case Study: Arrangement of financing – Avia Solutions Group and AviaAM Leasing (IPO’s)

Financial adviser in cross-border IPO for the Lithuanian holding company offering services for aviation industry

Verification of financial models and valuations of the companies, preparation of investment materials Optimal transaction structuring Advisory and assistance in proceedings with Polish capital market institutions (KNF, GPW, KDPW)

Issuer Avia Solutions Group AB Core business Aviation related services Date of debut 3/03/2011

Market GPW Type of offer Initial Public Offering (IPO)

Offer shares (all new shares)

1 473 333 (25% of post - IPO share capital)

Opening price +2.5%

Transaction value PLN 76 613 316

Use of proceeds Expansion of ground handling &

MRO services

Transaction details

AviaAM Leasing AB Aircraft lease

28/06/2013

GPW Initial Public Offering (IPO)

13 857 790 (32% of post – IPO share capital)

+3.6%

PLN 112 150 032 The acquisition of aircrafts

to lease them

The professional approach and high quality of services resulted in further cooperation with Avia Solutions Group – Rubicon Partners served as financial adviser in the next IPO conducted by the company from the ASG – AviaAM Leasing

First company from Lithuania listed on the Warsaw Stock Exchange

72,6% oversubscription in the retail tranche

First aircraft leasing company listed on Warsaw Stock Exchange

The largest IPO of a foreign company on the Warsaw Stock Exchange in 2013

16

Case Study: M&A – Robinson/Madrox

Company Madrox S.A. (Poland)

Core business Production of plastic packaging

Type of transaction Acquisition of 100% of shares by

strategic investor

Date June 2014 Transaction value PLN 77 822 000

Acquiring company Robinson Plc

(Great Britain)

Buy-side adviser in cross-border M&A transaction conducted by international manufacturer of plastic packaging

Transaction details

Comprehensive market analysis and identification of potential acquisition targets Deal structuring and negotiation support

Manufacturer of high-margin and high-end plastic packaging

Presence on Polish and European market

Major international customers

Platform for further consolidation of the CEE market by strategic investor

Understanding customer needs, proper alignment of services and effective execution of the transaction resulted in beneficial business relationship and further cooperation with Robinson PLC

17

Case Study: Restructuring – Gino Rossi

VIII 2009 XII 2009 XII 2010 V 2011

Critical situation Distressed issue of shares Restructuring

Effects of financial

restructuring

Effects

of operational

restructuring

Sale to the

strategic investor

H1 2009 Loss = PLN 6m

Interest bearing debt = PLN 64.7m

Capital increase of PLN 27.3m, partially Rubicon Partners’ own

investment

New, experienced management team,

recommended by Rubicon Partners

Elimination of unprofitable brands, subsidiaries

and outlets, clearance of stock; significant

reduction of back-office activities; optimization

of sales and supply chain management

Debt reduced by

PLN 14m, financial

liquidity at PLN

12m, estimated

EBITDA margin

in 2010 at 9.4% vs.

-8.3% in 2009

Initiation of cooperation with

Rubicon Partners

Significant

improvement

of financial results:

EBITDA - PLN 20m

in 2010, EBITDA

margin 11.4%, net

profit PLN 6m vs.

net loss PLN 25m

in 2009

Sale of Rubicon

Partners’ stake

in the company to

a strategic investor;

return on

investment 180%

Gino Rossi is one of the most valuable Polish brands operating in the footwear sector, producing and selling top quality shoed and accessories. The Company was named after one of the six founders, the Italian manufacturer – signor Gino Rossi

18

Experience: NewConnect project’s

* Date of IPO

2008-2010*

2011*

2012-2013*

2014-2015*

Authorised Adviser on NewConnect market since 2008, awarded by GPW in 2011, 2012 and 2013

19

Experience: Rubicon Partners Ventures Portfolio

Rubicon Partners Ventures & R Ventures I (fund managed by Rubicon Partners Ventures) current portfolio

Company Country Sector

Synthex Technologies

Poland LifeScience/ Chemistry

Fresh Inset Poland LifeScience/

Agro

DermoTech Beauty

Poland LifeScience/

Dermocosmetics

Noctiluca Poland LifeScience/

Optoelectronics

Company Country Sector

CTE Poland, Kazachstan Mining

Tuatara Poland,

Netherlands,Oman IT services

RETIXA Poland Big data

MG Group Poland Telemedicine/

ICT

MediBox Poland Telemedicine/ ICT/Hardware

VetXpert Poland Televeterinary/

ICT

VX Livestock Poland Televeterinary/ ICT/Hardware

PricingTags Poland Analitics/

RetailTech

Boomerun (BandWarrior)

Poland SportTech/Device

driven services

Podioom Poland SportTech/ICT

In our investment approach we are strongly focused on building

sustainable value. We are interested in realization of projects with:

Strong and experienced team

Innovative and scalable business model

Attractive growth strategy with safe and potentially high returns

Possibility to diversify the risk through co-operation with co-

investors

Possibility to create added value through co-operation with Rubicon

Partners (including implementation of the project finance and

operational structures etc.)

Potential to create a firm which will be in the future interesting

target for strategic investors

Case Study: start-up investment – DTP S.A.

III 2011 XII 2011 II-IV 2013 IV 2013

Rubicon

Partners’

investment

Debut on

NewConnect

Exit from

investment

Introduction of

new series of

shares to NC

PLN 20m recapitalization,

with partly participation of

Rubicon Partners. Rubicon acted as financial adviser to the Company

Debut on the

NewConnect,

opening price

+78%.

Rubicon

Partners acted

as Authorised

Adviser

Rubicon

Partners exits

from the

company –

realization

of 150% rate

of return

Introduction

of shares (C

series) with the

nominal value of

PLN 47m to the

NewConnect

market.

Rubicon

Partners acted

as Authorized

Adviser

The role of Rubicon Partners: own investment, attracting financial investors, introducing to NewConnect, exit from investment, arrangement of debt financing (bond issue along with introduction to Catalyst), providing ongoing corporate finance advisory and attracting strategic investors to the Polish leading debt collection fund which manages and deals with mass debts

IX 2013

Introduction of

bond to Catalyst

Introduction of

bonds (C series)

with the nominal

value of PLN

11m to the

Catalyst market.

Rubicon

Partners acted

as Authorized

Adviser

VII 2014

Bond issuance

Issuance of bonds

with the nominal

value of PLN

20m. Rubicon

Partners acted

as Authorized

Adviser

and financial

adviser

III 2014

Move to the

WSE main

market

Moving trading

from the

NewConnect

to WSE’s Main

Market

Comprehensive approach to the project planning and execution by Rubicon Partners – startup investment combined with comprehensive advisory services (investment banking services such as capital raising and M&A, corporate finance advisory, and assistance of Authorised Adviser on NewConnect and Catalyst)

21

IV 2016

Sale to the

strategic

investor

Sales of shares to

a strategic

investor, deal

value over PLN

175 m, Rubicon

Partners acted

as financial

adviser

Case Study: start-up investment – CTE S.A.

III 2013 X 2013 II 2015 VI 2015

Preparation of the project

with Rubicon Partners

The first round of financing

The second round of financing

Debut on

NewConnect

Initiation of cooperation

with Rubicon Partners

Capital increase of PLN 3m, partly

own investment of Rubicon Partners.

Additional debt financing with nominal value

of PLN 1m. Rubicon Partners acted as financial

adviser to the Company

Establishment of the company Cenospheres

Trade & Engineering S.A. in Poland and Kazsphere TOO in

Kazakhstan

Capital increase of

PLN 3m– pre-IPO

on NewConnect,

Rubicon Partners

acted as

Authorized Adviser

Debut on

NewConnect

market, Rubicon

Partners acted as

Authorized Adviser

Own investment, attracting financial investors, raising of debt capital, introducing to NewConnect, providing ongoing corporate finance advisory for Cenospheres Trade & Engineering S.A. (searching, extracting, drying and selling of microsphere – lightweight, fire-proof sphere used as filler in materials and composites production)

Comprehensive approach to the project planning and execution by Rubicon Partners

22

IX 2016

Taking up

optimization and

restructuring

activities

IV 2018

The third round of financing

Capital increase of

PLN 4.2 million

along with debt

restructuring,

Rubicon Partners

financial advisor to

the Company

Staff replacment, Rubicon operational

involvment

Optimization of costs ans sales –

achieving 100% of production capacity with a decrease in operating costs, achieving BEP

Case Study: start-up investment – Tuatara sp. z o.o. and RETIXA S.A.

XI 2014 III 2015

VI 2015

Preparation of the

project with Rubicon

Partners

The first round of financing

The first round of financing in RETIXA

Initiation of co-operation with Rubicon Partners

Capital increase of PLN 1.5m,

Rubicon Partners acted as an adviser

to the Company Establishment of Tuatara sp. z o.o.

Establishment of the company RETIXA S.A.

dedicated for IT products -

BigData and analytics.

Capital increase in

RETIXA of PLN 5.5m – part of the investment from Rubicon Partners.

Rubicon Partners

acted as an adviser to the Company

Investment, acquisition of investors, creation of a spin-off (a subsidiary) along with acquisition of investors for this company, sale of shares of financial investors, partial exit from the investment and continuous corporate finance consulting to Tuatara sp. z o.o. (a service company involved in IT projects realization) and RETIXA S.A. (a subsidiary of a product company dedicated to the BigData/Analytics products) – an example of comprehensive approach to the realization of the investment project by Rubicon Partners

23

IV-X 2016

The second round of financing

Capital increase in Tuatara of PLN 20m, Rubicon

Partners acted as an adviser to the

Company

IX 2017

The second round of financing in RETIXA

Partial buy-out of the investors and capital increase in Retixa –

total transaction value of PLN 5.5m, Rubicon acted as an

adviser

I-X 2018

Partial exit from the investment

Partial exit of

Rubicon Partners –

high rate of return

on the investment

IX 2017-X 2018

The third round of financing in RETIXA

Capital increase of PLN 5.5m,

Rubicon Partners acted as an

adviser to the Company

About us

Experience

Team

Why Rubicon Partners

One of the largest and most experienced corporate

finance teams among Polish investment boutiques

Market experts providing an integrated approach to

help prepare companies for their next phase of growth

24

Team – key members

Vice President of Rubicon Partners CF

Graduated from University of Gdańsk, International Finance and Banking as well as Accounting and Finance

Specialized in VC investments (including seed and startup) as well as in M&A transactions and funds acquisitions

Paweł Skórka Marcin Prokopiuk

Graduated from Warsaw School of Economics (finance and accounting)

Specialized in M&A transactions and funds acquisitions

25

Graduated from Warsaw School of Economics

Specialized in M&A and private capital market transactions including private equity; with extensive experience in restructuring and investment management

Elżbieta Kujawa Michał Chabowski Krzysztof Czaplicki

Graduated from Warsaw School of Economics (corporate finance and investment banking)

Specialized in M&A, IPOs, corporate finance, VC (including seed and startup) and financial modelling

Graduated from UWM (Biotechnology) and Warsaw School of Economics

Specialized in technology companies evaluation, and VC (including seed and startup)

Member of the Mgmt Board of RP Ventures CEO of R Ventures I

Rubicon Partners Ventures Fund Manager

Partner, Member of the Management Board of Rubicon Partners, CEO of RP CF and RP Ventures

Graduated from Maria Curie-Skłodowska University in Lublin, Master of Law, PhD in Economics, Licensed Securities Broker

Specialized in public offerings, private placement transactions, valuation and investment projects

Grzegorz Golec Piotr Karmelita Grzegorz Kubica

Graduated from Poznan University of Economics

Specialized in public offerings, private placement and M&A transactions, evaluation of investment projects and financial restructuring

Graduated from University of Economics in Katowice, Department of Management

Specialized in M&A, Investor Relations and preparation of public offerings

In Rubicon Partners responsible for sale

Partner, Member of the Management Board of Rubicon Partners and Rubicon Partners CF

Partner, Sales Manager

Stanisław Kozik

Graduated from Warsaw School of Economics

Specializes in M&A and other Corporate Finance related projects

Broad business contacts and international experience

26

Rubicon Partners is one of the members of “PANGEA” – a global network of corporate finance and M&A advisers. Currently, the network is comprised of several affiliated companies operating through 60 offices in 10 strategic locations worldwide. Thanks to this alliance, Rubicon Partners is able to provide the access to international investors and investment targets for its Clients.

About us

Experience

Team

Why Rubicon Partners We facilitate the implementation of strategic projects

Customized approach to every Client and every

transaction – we look for innovative, unconventional

solutions and our services are always tailor-made

We provide services using all available capital markets

instruments

27

Rubicon Partners

Rubicon Partners is an independent investment banking boutique dedicated for Polish and international Clients

Partner for both experienced and new entrepreneurs, as well as for financial and strategic investors

Supporting innovative startups from ideas to market success, with focus on value adding activities

Building long-term, mutually beneficial business relationships

Understanding capital markets and their participants

Ability to create and execute transactions

Well-respected finance group, Authorised Adviser on NewConnect and Catalyst markets, frequently recognised

and awarded by Warsaw Stock Exchange, as well as in independent rankings

One of the largest and most experienced corporate finance teams among Polish investment boutiques – determined team with entrepreneurial approach, executing successful projects for nearly 20 years

Extensive network of contacts and comprehensive experience in investing in the Central and Eastern Europe (CEE), Commonwealth of Independent States (CIS) and Middle East and African (MEA) regions

91 transactions with a market value of PLN 3.1 bn closed since 2008

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