CORPORATE FINANCE IN EUROPE M&A CHEMICAL INDUSTRY Istanbul April 1 Yapkim

Index CFIE This presentation contains the following items:  Background CFIE  Objectives CFIE  International approach  Country focus  Industry Focus  Team CFIE  Buyer search  Process Overview  Customer profiles  Characteristics Distributors  Trends chemical distribution  References

Background CFIE  Funded in 2001 after team members previously gained M&A and CF experience at investment banks and multinationals  View of GAP in European cross border M&A support for middle- sized SME’s (20 – 400 employees)  International experience and background team members  Flexible and pragmatic structure with high quality (investment banking) M&A services CFIE team has long experience in the European M&A market

OBJECTIVES CFIE  Help business owners sell their business in Europe (retirement or other reasons)  Create liquidity (cash) for business owners  Bring companies from different countries together that create synergy hence improving the quality of businesses  Make the M&A market of European economies more efficient  Fill the GAP left by large investment banks who don’t focus on middle-sized SME’s CFIE team helps European business owners sell their business and create liquidity

International (European & US) approach CFIE’s team uses it’s international background:  Team members live and work in various countries  Strategic partnership with Vercor Advisor (US) and further good chemical contacts in the US  Business is internationalizing Strategic International focus

Country Focus  Western Europe: Netherlands, Belgium, France, core basis of team  Central Europe: Switzerland, Austria, Germany, local people on the ground  Southern Europe: Spain, Italy, working experience and local people  Eastern Europe: Projects worked on in Hungary and Romania  Turkey: A good network via local partners  USA: Strategic partner Vercor advisor CFIE team has a pan European focus and local people

Industries CFIE Focus on CFIE’s core industries:  Chemical (distribution companies)  Plastics  Transportation / Forwarding / Logistics Specialization on chemical and plastics industry

Chemical Team CFIE CFIE HAS 19 PEOPLE ALL ACROSS EUROPE OF WHICH 6 FOCUS ON THE CHEMICAL MARKET  Peter Schouten (NL): Background and M&A expert in the chemical industry  Martin Schor (NL): Consultant in the chemical industry.  Ralph Arnold (GE): Background in Chemistry and M&A expert.  Bruno Zaza (SP): Analyst at Salomon Brothers Chemical M&A  Govert Derks (NL): Financial background  Barkan Baybogan (TU): M&A experience in the Turkish market CFIE team has strong background in chemical industry

Chemical Team CFIE: Peter Schouten CFIE team has strong background in chemical industry 9  Peter Schouten’s portfolio as finance specialist comprised the international chemicals sector and he was also directly involved in the stock-market flotation of Pirelli, Ares Serono, Holland Chemical International (HCI) and the acquisition of Superfos by HCI.  Peter was active as M & A advisor to the chemical distirbution companies such as Stokvis Chemicaliën (acquired by Caldic) and De Monchy International  Peter has a background in chemistry and has been active for many years in the chemical and oil industry, as well as in banking, where he was employed as a senior financial analyst with an emphasis on the European Chemical sector. After having gained considerable experience in the field of M&A as Associate Director of Corporate Finance at Rabo Securities in 2004, he embarked on his career as an independent advisor in M&A specialised in supervising transactions focusing on the chemical sector.

Chemical Team CFIE: Martin Schor CFIE team has strong background in chemical industry 10  Martin Schor has been commercially and strategically active for the past 15 years on behalf of major players on the German market such as BASF and Brenntag. Acting on behalf of these concerns he was directly involved in national and international takeovers such as the acquisitions by BASF of Inmont, Polysar and Mobil Chemie (Tiel)  Martin is a business economist and has followed a number of postgraduate courses in marketing and sales management. He has held a number of management positions in the commercial sector, both in the chemical and the oil industry, as well as in international wholesale. He has had many years of experience in the area of consultancy as a business controller and strategic adviser, focusing on restructuring, mergers and take-overs.  Since 2000 he has been active as a management consultant focusing on the chemical and plastics industry.

Chemical Team CFIE: Ralph Arnold CFIE team has strong background in chemical industry 11  Ralph Arnold. Investment Banker in New York and Frankfurt. Chemistry and Chemical (distribution) background. M&A deal experience (head of M&A, Investment Banker). Strategy, Organization, pharmaceuticals and distribution  MBA – Columbia University (New York)  Head of M&A Aventis / Hoechst (FFM). Project Manager for Hoechst in the merger with Rhone-Poulenc to Aventis. (Düsseldorf). Managing Innovation. Director of Bayer Innovation. VC/PE Entity of Bayer (Leverkusen)  Strong project process experience and strong financial background. Key Differentiators industry background and experience.

Chemical Team CFIE: Govert Derks CFIE team has strong background in chemical industry 12  Govert Derks has more than 10 years experience in Financial Management and international M&A. During his career Govert worked on many international M&A related projects in the Netherlands, the UK, the USA, Germany, France, Spain, Ireland, Italy, Hungary, Rumania and Turkey.  Govert graduated in International Economic Studies (Macro Economics) from the University in Maastricht. During this study he spend one year the University of Regensburg. Further, Govert has a degree in Business Economics from the Economic Business School in Enschede, the Netherlands.  Govert started his career with General Electric Capital in London performing various international assignments (US, Germany and the UK) in the financial area.  Today Govert is the Managing Director of a Corporate Finance in Europe in the Netherlands helping European business owners sell their companies to European buyers.

Chemical Team CFIE: Barkan Baybogan CFIE team has strong background in chemical industry 13  Barkan has large M&A experience in Turkey. Barkan’s main areas are Corporate Lending, M&A, Private Equity and Project Finance.  Having a corporate & investment banking experience with solid financial economics background, involved in corporate lending, project in Economics from Marmara University. Strengthened academic knowledge by postgraduate education in Johnson & Wales University and University of South Florida.  Barkan worked with the Industrial Development Bank of Turkey, TEB (BNP Paribas), HSBC, Abank, Denizbank (Dexia) and MNG Bank.

Buyer Search CFIE’s team is specialized in finding the right buyers:  Direct personal contact to management of many chemical companies  Knowledge of chemical companies that are currently buying  Access to both European as well as US buyers in the chemical industry Good contacts/understanding of chemical buyers

Process overview

Customer profile Overview CFIE’s type of customers:  Middle and large SME’s  20 – 400 employees  Revenues of 2M to 100M Euro  Interest and potential for international buyers CFIE is organizing cross border SME M&A deals

Characteristics Distributors: All need to prove their added value Specialty Chemicals distributor Marketing Driven Scope of services: - international marketing, sales and distribution -Exclusive supplier relationships Limited fixed assets Commodity chemicals distributor Logistic driven Scope of services: - Focus on local and/or national market -Relationship with competing suppliers -Warehouse function More asset intensive

Trends in Chemical Distribution  Consolidation in the chemical industry….  environmental issues and IT requirements  ….accelerates consolidation at chemical distributors  Industry wants to do more business with fewer distributors  Downturn leads to more outsourcing of the chemical industry  Large distributors compete for growth and market share international distributors with access to capital are in the best position

Some Chemical References 2006 Sell mandates for three distribution companies, advisory projects, valuation project 2007 Sell mandate for two distribution companies, several buy-mandates for SME companies, Equity financing 2008 Several concluded deals of three chemical distribution companies and search projects 2009 Involvement with troubled major chemical producers in Germany for private equity players Joint cooperation with Solvingh on the sale of an environmental consultancy company Focus on the portfolio of private equity players in the Benelux and abroad and acting as match maker. However, several projects were postponed or cancelled 2010 Involvement with cross-boarder deals: the acquisition of a UK distributor for a Dutch International distributor, potential Turkish candidates for a major distributor

Current Projects  On going buy side assignments for 2 companies in the chemical distribution markets  Sell Side Mandate for a chemical plant in Hungary  Pharma- product manufacturer Italy, Milan  Large number of search requirements strategic buyers CFIE Chemical team knows which buyers are currently interested