EFTA01177276

A direct investment opportunity into Kleinwort Benson Group Investor presentation October 2011 Kleinwort Benson EFTA01177276 Disclaimer This presentation (the "Presentation') is strictly confidential to the recipient and has been prepared by Kleinwort Benson Group Limited and its affiliates (the "Company"). By accepting to receive such Presentation, you agree to be bound by the following terms. This Presentation may not be reproduced, retransmitted or further distributed to the press or any other person or published. in whole or in part. for any purpose. Failure to comply with this restriction may constitute a violation of applicable securities laws. This Presentation does not constitute or form part of and should not be construed as. an offer to sell or issue or the solicitation of an offer to buy or acquire securities of Kleinwort Benson Group Limits or of RHJ International SA in any jurisdiction or an inducement to enter into investment activity. 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IRS Circular 230 Disclosure: JPMorgan Chase & Co. and its affiliates do not provide tax advice. Accordingly, any discussion of U.S. tax matters included herein (including any attachments) is not intended or written to be used, and cannot be used, in connection with the promotion. marketing or recommendation by anyone not affiliated with JPMorgan Chase & Co. of any of the matters addressed herein or for the purpose of avoiding U.S. tax•related penalties. J.P. Morgan or JPMorgan is a marketing name for investment banking businesses of JPMorgan Chase & Co. and its subsidiaries worldwide. Securities. syndicated loan arranging. financial advisory and other investment banking activities are performed by a combination of J.P. Morgan Securities Inc., J.P. Morgan Limited. J.P. Morgan Securities Ltd. and the appropriately licensed subsidiaries of JPMorgan Chase & Co. in Asia.Pacific, and lending, derivatives and other commercial banking activities are performed by JPMorgan Chase Bank. NA. JPMorgan deal team members may be employees of any of the foregoing entities. • Kleinwort Benson EFTA01177277 Investment summary • Kleinwort Benson EFTA01177278 Investment opportunity and rationale RHJ International is offering the opportunity • Investors will gain direct exposure to an Anglo-German Private and Merchant to invest directly into its Banking Group on attractive terms strategic financial A unique direct • The banking franchise comprises the existing Kleinwort Benson Group investment services group: companies based in the UK, Channel Islands and Ireland opportunity Kleinwort Benson • and it will include the proposed exclusive acquisition of BHF-BANK in Germany Group from Deutsche Bank • Kleinwort Benson and BHF-BANK both have their roots in trade-finance, private and merchant banking Two banks with • Their strong franchises are based on their ties to the wealth creators in their exceptional heritage respective domestic markets and brands • Investors participate in the growing European and international market for wealth-management The investment gives access to a banking group domiciled Connecting • in one of the world's financial hubs: London international capital with Germany's • and in the world's second largest export nation, financing Germany's industrial `Mittelstand' engine: the successful small and mid cap client segment known as the 'Mittelstand' Investors will own a stake in • a well capitalized and secure banking platform with a totally cleaned up balance Stable platform sheet and low leverage and management • domiciled in two of the most stable countries in Europe experience • run by a top team of bankers with particular operational experience in managing banking franchises, risk and strategic change J' Kleinwort Benson 3 EFTA01177279 Combined Kleinwort Benson Group post acquisition of BHF-BANK A unique business model with a focused offering of products and Kleinwort Benson Group services to long- standing and new clients in targeted regions • Wealth structuring and fund • Germany, Switzerland, Wealth • Ultra and High Net Worth solutions Austria, Luxembourg, UK Management Individuals and Channel Islands • Independent advice • Institutions • International clients • Investment ideas Asset • Funds Mutual funds • Germany, Luxembourg, UK, Management • Distributors Institutional solutions Ireland, globally • • Entrepreneurs and German Financing Merchant 'Mittelstand' Corporate finance • Germany, UK and Banking • Corporate & government clients Risk management and capital international raising solutions • Sovereign wealth funds • Investment ideas • Generate operational cost synergies and economies of scale after IT Operational excellence harmonisation and migration to a new system • Kleinwort Benson EFTA01177280 Building blocks of Kleinwort Benson Group KIe nwo enson Bank (incl. Kleinwort Benson Investors Channel Islands Holdings) Kleinwort Benson and BHF-BANK, combined • Kleinwort Benson Bank is a UK based • Klemwort Benson Investors. based in • BHF-BANK is the largest German to form the Kleinwort private bank with services including Dublin. London and New York. has been independent Private Banking franchise with investment management. tax and banking. offering investment management services its roots dating back to 1854 and a Benson Group, will trust and fiduciary services. additionally, the for over 30 years and is a leading provider particular focus on the German Mittelstand create a leading wealth company is a leading provider of fund of innovative niche investment strategies to • BHF-BANK is organised along its four management and administration services clients in the US. UK. Europe and Asia business lines: Private Banking. Asset merchant banking One of the first major banks to have • 3 core areas of expertise: environmental Management. Corporates and Financial platform in Europe established in the Channel Islands nearly equity. dividend-oriented equity and multi- Markets 50 years ago, where it is consistently asset strategies • BHF-BANK currently manages EUR 40.6.bn ranked as one of the tap ten providers of AuM• (EUR 22.0bn in PB. EUR 16.4bn in administration and custodian services AM and EUR 2.3bn in Corporates) €m 2008 2009 2010 €m 2008 2009 2010 €m 2008 2009 2010 Operating income 125 95 80 Operating income 15.3 11.9 13.3 I Operating income 314 325 245 Operating profit 33 7 (10) Operating profit 0.7 (1.1) (0.3) I Operating profit 31 22 (31) AuM (€an) 6.3 5.8 5.5 AuM 3.2 3.8 3.7 AuM (€bn) 35.9 40.4 40.6 Total assets (an) 4.1 2.7 1.8 Total assets 21.3 20.2 21.2 Total assets (€On) 21.8 18.7 12.7 RWA (fbn) 1.1 0.8 0.7 RWA 6.4 6.2 6.4 I RWA (On) 5.8 4.8 4.5 Tier 1 Capital 300 286 241 Tier 1 Capital 16.8 15.7 16.7 Tier 1 Capital, 574 594 577 FTE 686 630 587 FTE 92 64 59 FTE 2,126 1,895 1,521 Operational issues have already been • A focus on costs and the effect of efficiency programmes initiated in June 2010 have already • addressed by management of BHF-BANK begun to show results in the 2010 figures with first tangible signs of improvements • In 201lytd. Klenwort Benson has continued to see the effects of improving operating • Envisaged transaction takes deleveraging efficiency and refocusing its business and should progressively lead to strengthening finance] E and restructuring measures into consideration performance E BHF-BANK will be significantly restructured O • Kleinwort Benson Investors (KBI) has been focusing on expanding its distribution capability in prior to closing of the transaction and certain Europe and Asia and investment performance in 201lytd is satisfactory business parts will not form pan of the scope BHF figures are for SHF as it is before downsidng/ de-risking / restructuring 2 Incl. deposits. excl. loans: Corporates AuM are exclusively deposits Kleinwort Benson sOn an IFRS pro-forma basis 5 EFTA01177281 BHF-BANK: the German merchant and private bank for leading entrepreneurial families BHF-BANK is a fully independently run bank • Largest independent private banking franchise in Germany ranked No. 1 Private domiciled in Frankfurt Bank for 5 times in succession with branches in 13 Private Banking awards • Strong growth of AuM of UHNWI (+250% in past 5 years) and significant increase German cities in discretionary portfolio mandates (+165% in past 5 years) The bank's core • BHF-BANK carries 'Merchant Banking' in its name and DNA and has developed a franchise is with Focus on German long standing tradition with Germany's export industry since 1854 entrepreneurs, the German 'Mittelstand' 'Mittelstand' • BHF-BANK today has a unique niche expertise in structured commodity trade companies and their finance owner families The obvious • Germany's corporate, institutional and private clients want an alternative service BHF-BANK has alternative provider to the large German universal banks Deutsche Bank and discontinued all Commerzbank... proprietary trading and investment activities and is characterised by Future employer • ... as do German bankers and young talents looking to work in a dynamic "centre its clean balance sheet of choice of excellence" environment First feedback • Media, financial industry representatives and BHF-BANK's workforce have reacted favourably to announced intention to integrate BHF-BANK into an Anglo- very positive German banking group • Kleinwort Benson 6 EFTA01177282 BHF-BANK: gateway to Germany's `Mittelstand' Germany's 'Mittelstand' is the backbone of the German economy • Germany's `Mittelstand' (SMEs) represent the backbone of the German economy: They contribute more than 40% of Germany's GDP BHF-BANK holds the • More than 400,000 medium-sized companies exist, employing 61% of all key to attractive Germany's employees in Germany business opportunities `Mittelstand' • Over 1,000 "hidden champions" — highly specialized world market leaders with from export finance to impressive global market shares equity participations • Only around 5% of Germany's 'Mittelstand' is listed • # 2 export nation after China • Export volume of consistently above €800bn p.a. Germany: • >30% of export volume is outside EU/OECD Export champion • 80% of 'Mittelstand'-companies have export businesses, and demand related services • Importance of commodities in world trade • Outstanding client basis of entrepreneurial UHNWIs in Private Banking. Future growth in leveraging existing client network and use of cross selling potential BHF-BANK with other business divisions, especially with the focus on export finance strategy • Clear focus on trade-related business with risk-minimizing structures • Strict quality control and diversification regarding counterparty risks Source:www.destatisale HS Kleinwort Benson 7 EFTA01177283 BHF-BANK will be acquired following a comprehensive restructuring as well as de-risking and downsizing of the business The necessary restructuring progress of BHF-BANK has BHF-BANK at 2010 YE BHF-BANK at closing, already been started by the Total assets E12,741m Total assets €7,357m management team of Equity E601m Equity E554m BHF-BANK RWA E4,487m RWA E3,162m For RHJI and the co- Tier 1 capital E577m Tier 1 capital €511mm investors this results in the Tier 1 ratio 12.9% Tier 1 ratio 16.1% acquisition of a restructured balance sheet and a leaner FTE 1,521 FTE 1,164 cost base • Disposal/discontinuation of non-core businesses • Disposal/transfer of non-core investment portfolio (NCIP) including all PUGS securities • Transfer/novation of proprietary derivatives portfolio • Transfer of exchange traded derivatives (ETD) business • Comprehensive restructuring initiated across businesses with particular focus on back office and central functions • Implementation of IT efficiencies with the change of the security provider to dwp bank and several outsourcing projects already kicked off BHF-BANK at dosing: Assumes closing at year-end 2011 Kleinwort Benson 8 EFTA01177284 Pre-closing restructuring of BHF-BANK significantly reduces size and risks of the acquisition... RWA (€m) Tier 1 ratio The restructuring measures will lead to a reduction in RWAs of ca. €800m until 2011E. already taking into BHF-BANK 20104 4,487 (12.95a) •-• account the increase caused by the new Basel 2.5/CRD Ill Measures implemented H1 2011A -466.1 rules BHF-BANK H1 20114 4,022 The Tier 1 capital ratio of BHF-BANK is expected to Sale of NCIP -328a increase to 16.1% until closing (YE 2011) Sale of ETD book -293 RWA reduction of Corporates book -200 II Sale of CDS -781 Sale of BHF owned properties -641 Other credit risk adjustments -781 Basel 2.5/CRDIII increase in market risk' 181 BHF-BANK 2011E 3,162 Kleinwort Benson 1. Net of other changes in market ask 2. Tier capital of E577m (pro-fonna FAS) 1 Tier Icapita? of E511m (pro-forma 1FRS) 9 EFTA01177285 ...while the ongoing downsizing of BHF-BANK's cost base will be rigorously continued... Impact of restructuring measures Total savings of P&L Impact Total EUR74m are expected 2010A 2011E 2012E 2013E 2014E 2015E (in EURm) 2011E-2015E in the period 2012 to 2015, representing P&L Cost Items 275.2 265.3 234.3 239.1 237.1 232.3 114°/0 of assumed Personnel expenses 157.8 150.2 123.6 124.7 125.1 128.5 restructuring costs Admin costs 117.4 115.1 104.8 108.5 106.0 97.9 Rental lease 5.9 5.9 5.9 5.9 1 1Savingsfrom restructuring YoY (9.9) I (45.7) (5.0) (10.7) (12.9) (74.3) Personnel cost swings (7.6) (33.7) (6.8) (6.1) (2.5) (49.0) thereof lTrelated (Huxley) (1.7) (3.0) (3.3) (7.5) (4.1) (Ia5)3 Admin cost sasAngs (2.3) (12.1) 1.8 (4.6) (10.4) (25.3) thereof lTrelated (Huxley) (2.1) 5.5 (4.1) (10.2) (10.9)3- r 1 I Additional yearly costs YoY 14.7 9.8 8.6 8.1 41.2 I Rental lease I 5.9 5.9 2 New senior hires 5.5 5.3 4.3 3.5 18.5 Inflation 1.7 1.9 2.2 2.3 8.1 Other personnel expenses (incl. salary increases) 1.6 2.6 2.2 2.4 8.7 1 Non-recurring restructuring costs 65.0 Cumulative IT related savings Total savings 2011E-2015E as of restructuring costs 114% per annum of €30.4m I) Sate & lease back of Bockenheimer Landstralle with estimated rent of f 5.9m pa. 2) Dependent on business development 3) Total 1T-related savings off 30.4m between 2011E and 2075E • Kleinwort Benson Source: BHF Management 10 EFTA01177286 ...with a simplified IT architecture Overview of key parts of the project Expected savings per annum (steady state) IT restructuring yields significant steady-state Em savings potential 35 - 30.4 Change of V 30 - Part of the outsourcing security 6.1 as well as internal 25 - provider to optimization is under dwpbank 20 - 6.8 way and will yield 15- savings already in 2012 Implemen- 10- Internal IT 17.6 tation of core Host and storage optimization 5- banking Project outsourcing will be (Quick Wins) atform Huxley 0 implemented by the end of 2012 -5 - -10 - Implementation of the core banking platform is Outsourcing V -15 - decentralized Fixed Outsourcing Imple- Advanced a multi-year project with cost host and mentation cost significant additional IT to ATOS savings storage of core savings savings potential banking platform The total annualized savings of EUR30.4m 31.03.2012 30.06.2014" 2015 include EUR19.5m personnel savings which are allocated to all business segments I. Full cost impact after phase II (2015)- Measures are indicative and to be validated with bottom-up approach ' Kleinwort Benson Scvrce:BHF Management EFTA01177287 Combined Kleinwort Benson Group's financial attractions Kleinwort Benson • Well capitalized with expected amount of Core Tier 1 capital of €728m Group will be well resulting in a Core Tier 1 ratio of around 16.6% for 2012E capitalized, have a Capital • Capitalization based on IFRS and already fully conform with new Basel HI liquid balance sheet requirements with no significant credit or market risk • No significant credit or market risk and very low leverage Balance sheet • Conservative loan book with no legacy loans • Very limited reliance on wholesale funding; the business model supports and finances banking activities with a solid and stable deposit base from the Liquidity private and institutional franchise • Very conservative loan-to-deposit ratio of 33% (2011E) • Clear business focus on interest and commission based income sources with Profitability no proprietary trading activities reduces the business inherent risk • Target cost income ratio for 2015 of below 75% and a target RoE of 12 - 15% BS Kleinwort Benson 12 EFTA01177288 The Kleinwort Benson Group 2012: Key performance indicators ' !Klelnwnrt Ben 4011 BHF It BANK M0M1tuort8en Operating Entities , • , Group The combination of the i two banks gives the P'War group critical mass in Banking €7.3bn 0 E34.1bn capital, assets under AuMs management and revenues Asset Management 43.0bn 0 €23.9bn AuMs Lending €0.7bn €3.2bn 0 13.9bn volumes Shareholders' €267m €565m €833m equity (IFRS) Tier 1 ratio 20.2% (47 ) 16.1% 16.6% FTE's 849.0 0 1,114.0 G.) 1,963.0 Revenues €160.3m 0 €25.5.1m 0 €415.4m Kleinwort Benson 13 EFTA01177289 Financial overview of Kleinwort Benson Group' Key metrics (in €m) Significant step change FYE December 2008A 2009A 2010A 2011E 2012E 2013E 2014E 2015E in performance over the plan period Revenues 492.7 463.1 369.8 380.7 415.4 464.6 527.7 578.0 Clear actions taken in Operating cost base2 (420.8) (431.6) (422.2) (418.7) (402.5) (416.5) (425.3) (426.0) 2010 and 2011 to address the cost base o/w Loan loss provisions 6.0 (18.9) (0.5) (0.6) (6.6) (6.6) (6.6) (6.6) AuM levels show a Operating profit before 71.9 31.5 (52.4) (38.0) 12.9 48.1 102.4 152.0 steady increase as a tax3 result of growth Profit after tax 209.4 -43.1 -90.5 -177.0 5.6 36.0 79.5 117.8 initiatives initiated in 2011 CIR (operating) 86.6% 89.1% 114.0% 109.8% 95.3% 88.2% 79.3% 72.6% Group Tier 1 ratio° 12.5% 15.5% 15.1% 17.2% 16.6% 15.1% 16.3% 18.2% Group RWAs 7,118 5,784 5,462 4,320 4,378 4,919 5,094 5,273 Tier 1 capitals 887.6 894.1 827.5 741.4 727.6 745.0 831.5 962.2 Loans 4,999 4,380 4,204 3,743 3,939 4,052 4,194 4,358 AuM 46,687 51,202 51,086 54,163 60,204 66,387 73,221 77,833 FTEs 2,849 2,617 2,516 2,143 1,963 1,931 1,903 1,917 I. Kleinwort Benson Group includes wealth management and fiduciary KB Investors and 40177 2012 onwards the impact of the BHF acquisition 2. Includes loan loss provisions 3. Operating profit excludes restructuring expenses. integration costs and other non-recurring items. post deduction of loan loss provisions 0.,5. Based on FRS Kleinwort Benson Source: Kleinwort Benson management accounts (unaudYted): expected figures as calculatedin the business model 14 EFTA01177290 The combined balance sheet of Kleinwort Benson Group will be streamlined with limited wholesale funding Reduction of BHF-BANK balance sheet (€bn) The restructuring and derisking of 12.7 BHF-BANK prior to closing will result Loans and in a strongly reduced balance sheet advances to customers 7.4 The combined balance sheet of 0 Lending to market Kleinwort Benson Group will amount Other assets to €9.9bn as of YE 2011 5.4 Stable funding sources with a very 0.4 0.3 conservative loan-to-deposit ratio of r 33°/0 as YE 2011E Total Assets Total Assets 2010A 2011E Kleinwort Benson Group combined balance sheet 2011E (€bn) 9.9 9.9 100% 80% Loans and advances to 6.9 customers 60% ❑ Lending to market I I Funding from clients (deposits) 40% 7.2 0 Other assets Whdesale Funding 1.4 NI Other liabilities 20% .8 NI Total equily 0% Total Total Liabilities Assets & Equity Kleinwort Benson EFTA01177291 Low risk investment with an entry valuation at 0.90 multiple of NAV Unique investment opportunity with high upside potential Purchase price (in €m) Kleinwort Benson (Shareholders' equity) 267 ad Kleinwort Benson1 BHF-BANK (Shareholders' equity) Deduction of goodwill 56.5 (34)t1 1 BHF-BANK ..1 Kleinwort Benson Kleinwort Benson 798 Group 717 Group (NAV) Note: Figures as of year-end 2012 I. Consists of €27m goodwillat BHF-BANK level and Urn at Kteinwon Benson level Source:10eimvort Benson management • Kleinwort Benson 16 EFTA01177292 Expected investor returns IRR Sensitivity Analysis — Kleinwort Benson Group Attractive entry Valuation Date as of 01.01.2015 valuation of €717m will generate high returns Implied NAV multiple with NAV @ C913m Implied PIE multiple with NI @ E118m on invested capital Calculation based on Net Income of Calculation based on NAV of 98 108 118 128 138 863 888 913 938 963 Exit exists for investors 9.0x 0.96x 1.06x 1.16x 1.26x 1.36x xi 1.0x 7.3x 7.5x 7.7x 8.0x 8.2x into listed -a ta. 9. 7. . ₹ 9.5x 1.02x 1.12x 1.23x 1.33x 1.43x 1.1x 8.1x 8.3x 8.5x 8.8x 9.0x RHJ International stock 8 5. f 10.0x 1.07x 1.18x 1.29x 1.40x 1.51x 1.2x 8.8x 9.0x 9.3x 9.6x 9.8x LI/ 10.5x 1.13x 1.24x 1.36x 1.47x 1.59x 1.3x 9.5x 9.8x 10.1x 10.3x 10.6x o. 11.0x 1.18x 1.30x 1.42x 1.54x 1.66x 1.4x 10.3x 10.6x 10.8x 11.1x 11.4x IRR Calculation IRR Calculation Not Income Base (Cm) NAV (Cm 98 108 118 128 138 863 888 913 938 963 9.0x 7.1% 10.6% 13.9% 17.0% 20.0% 1.0x 6.4% 7.4% 8.4% 9.4% 10.3% -0 .2. - 9.5x 9.0% 12.6% 16.0% 19.2% 22.2% 1.1x 9.8% 10.8% 11.9% 12.9% 13.9% .2 5 8 I. 10.0x 10.9% 14.5% 18.0% 21.2% 24.3% 1.2x 13.0% 14.1% 15.2% 16.2% 17.2% w 10.5x 12.7% 16.4% 19.9% 23.2% 26.3% > - 1.3x 16.1% 17.2% 18.3% 19.3% 20.4% Q. 11.0x 14.5% 18.2% 21S% 25.1% 28.3% Z 1.4x 19.0% 20.1% 21.2% 22.3% 23.4% Note: Based on 1 year forward RE (YE 2015) and YE 2010 NAV NAV post deduction of good ill (€30m) Kleinwort Benson 17 EFTA01177293 Investment conclusion Kleinwort Benson A unique direct • Investors will gain direct exposure to an Anglo-German Private and Merchant Group, the independent investment Banking Group merchant bank, is a platform for future opportunity • Opportunity to build a core European private banking mid market leader growth An attractive • The entry valuation for investors will be at 0.90 P/NAV (based on YE 2012E figures) entry point with • RoE target of 12 - 15% based on already initiated and planned strategic initiatives strong upside with a target cost income ratio of below 75% by 2015 A natural hedge • A principal exposure to Germany the world's second largest export nation, against Euro and exposure to the UK as the main European nation outside the Euro turbulence A well capitalized • A well capitalized and secure banking platform with stable financing sources and a loan-to-deposit ratio of 33% (as of year-end 2011E) and sound • A comprehensively restructured balance sheet and low leverage in an balance sheet uncertain financial and macroeconomic environment A focused • A solid, clear and simple business model business model • Team of top bankers with particular operational experience in managing and experienced banking franchises, risk and strategic change management Kleinwort Benson 18 EFTA01177294 Transaction structure RHJ International Investor(s) As KB Group intends to SA be the acquirer of BHF- BANK, the Co- Investor(s) will participate in the transaction via an investment into Kleinwort Benson KB Group Ltd Group (Shareholders' equity €833m) The investment stake consists of roughly 213 BHF-BANK shareholders' equity and 113 Kleinwort • Kleinwort Benson Bank Ltd Benson operating BHF-BANK AG • Kleinwort Benson Channel Islands entities shareholders' Holdings Ltd equity (Shareholders' equity €565m) • Kleinwort Benson Investors Dublin Ltd Shareholders' e • uit €267m Note: Figuresas of year-end 2012 ' The Kommanditgesellschaft is composed of a KomplentAr (General Partner) in form of a German GmbH and a Kommandibm (Limited Partner). KB Group Ltd holds 94.9% and Kleinwort Benson quirin bank AG 6.1% of each, the KomplementIr and the Kommandlist 19 EFTA01177295 Overview of due diligence materials to be made available RHJI will provide • Due Diligence reports. i.e. financial. legal and tax (prepared by PwC, Milbank and investors with detailed KMPG) information about all • SPA and core documents agreed on with Deutsche Bank businesses as part of For BHF-BANK • Selected documents that have been prepared by BHF for RHJI's due diligence the due diligence especially around cost cutting etc. process • Documents used as part of the BaFin approval process Due Diligence will • RHJI's intemal approval committee presentation consist of access to a Virtual dataroom, For Kleinwort • 3 year historical financials management Benson Bank and presentations and a • 2010 audit report Kleinwort Benson Q&A process • 1H financials Investors Planned management presentations will focus For combined • Pro-forma balance sheet on the business plan group • Investor model • Management presentation • Term sheet For the co- investment • Corporate governance • Legal documentation • Kleinwort Benson 20 EFTA01177296 Agenda Appendix ' Kleinwort Benson EFTA01177297 Experienced Management Team (1 of 5) Kleinwort Benson Group • Mr. Fischer has over 25 years of banking and financial services industry experience and has held CEO and other Executive Board positions at various premier Institutions • Mr. Fischer serves as CEO and member of the Board of Directors of RHJI and Kleinwort Benson Group • Prior w joining RHJI in 2007. Mr. Fischer was CEO of Winterthur Group from 2003 to 2006. an insurance subsidiary of Credit Suisse. and a member of the Executive Board of Credit Suisse Group from 2003 to March 2007 • Mr. Fischer joined Credit Suisse Group from Allianz AG. mete he had been a Member of the Executive Board and Head of the Corporate and Markets Division since 2001 Leonhard Fischer • Previously. he had been with Dresdner Bank AG as a member of the Executive Board since 1998. where he was among others responsible for the Investment Chief Executive Banking division. and with JP Morgan in Frankfurt since 1987 Officer • Mr. Fischer serves on the Boards of Gfencore. Julius Bar and Axa Germany S • Dr. Backe:11dd has over 15 years of financial services industry experience • Dr. Backe:11dd serves as the CFO ci RHJI and is a Managing Director at Kleinwort Benson Group • Before joining RHJI. Dr. Backenfeld was a Member of the Executive Board of Winterthur Group and Head of Group Reinsurance Non -Life and Closed Portfolio Management Previously, Dr. Bockenfeld held various positions at Winterthur Group, including Head of Transaction Management for Restructuring and Divestitures and Regional Dr. Martha CFO Asia Non•Life Backenteld Chief Financial Office • Mr. Linz has over 25 years of banking and financial services industry experience • Mr. Linz is a Managing Director at RHJI. Before joining Awl. he served as COO and Member of the Executive Board of Winterthur Group (2004 to 2006) • Prior to being appointed Chief Risk Officer and Member of the Executive Board of Dresdner Bank AG in 2001. he was CEO ci Deutscher Investment Trust (dit). the asset management division of Dresdner Bank • Mr. Linz began his professional career at Dresdner Bank AG in 1983. where he held various positions including Treasurer and Co-Head Global Markets • Previously he built the Derivatives business of the bank Heinrich Linz • Mr. Linz served on various boards. significant assignments were with the International Swaps & Derivates Association. New York. the Deutsche Boerse/EUREX Managing Director Exchange Council and the Einlagensicherungsfonds des Bundesverbands deutscher Banken • Kleinwort Benson 22 EFTA01177298 Experienced Management Team (2 of 5) Kleinwort Benson Group (cont'd) • Dr. Schmid.K0hnhafer has over 9 years of financial services industry experience • Dr. Schmid.K0hnhefer serves as RHJI's COO and General Counsel and is a Managing Director at Kleinwort Benson Group • Before joining RHJI he held various positions at Credit Suisse Group as a member of senior management, including Head Group Tasks & Projects at Winterthur Group Dr. Rudiger Schmid Previously. Dr. Schmi&K0hnh0fer worked in the Capital Markets and M&A practice groups of Shearman & Sterling LLP in New York and Dusseldorf Kiihnhoter COO & General Counsel • Mr. Roelandt is Managing Director of RHJI and of Kleinwort Benson Group • Mr. Roelandt joined RHJI in 2005 and served as Chief Financial Officer from 2007 to 2010 • Prior to joining RHJI. Mr. Roelandt held various senior and executive management positions in publicly listed companies Jean-Marc • Mr. Roelandt staled his career with Ernst &Young and was a certified public accountant. managing audits of manufacturing and financial services companies Roelandt Managing Director • Ms. Wetzel has over 11 years of financial services industry experience • Ms. Wetzel is a Managing Director at RHJI. Before joining RHJI. she worked for 8 years in the Investment Banking division of Goldman Sachs in Frankfurt New York and London and was involved in dozens of high profile multibillion financings and M&A transactions. • She serves on the Board of Kleinwon Benson Investors Dublin Ltd Anna-Lena Wetzel Managing Director • Kleinwort Benson 23 EFTA01177299 Experienced Management Team (3 of 5) • Mr. Barnuevo has over 25 years of financial services industry experience • Mr. Barnuevo is a Managing Director at Kleinwort Benson Advisors • From 1986 • 2005. Mr. Barnuevo was an executive at JP Morgan where he held various senior positions in the Capital Markets and Investment Banking divisions. including Financial Institutions Group Management Committee member. European Equities management team member and President of Leadership Morgan Chase • Prior w joining Kleinwort Benson. Mr. Barnuevo worked with Nobel laureate economist Robert Merton. Peter Hancock and Roberto Mendoza at Integrated Finance Fernando Barnuevo Limited. a specialized boutique investment banking and asset management firm i'Aanaging Director • Mr. Bamuevo serves as Chairman of the U.S. Fund Board of Institute de Empresa. Spain's leading business school, from which he also holds an International MBA • -lain , fi~tff. • Mr. Pfaff has over 25 years of experience in both corporate banking and investment banking • He spent most of his career with Dresdner Kleinwort Benson in different product areas and sales and distribution functions • Throughout his professional time and in particular as Head of Global Banking and Client Coverage for Germany he has built very close and long lasting relationships with both German large and mid caps and also institutional clients Michael Pfaff Managing Director Kleinwort Benson 24 EFTA01177300 Experienced Management Team (4 of 5) Kleinwort Benson Bank UK / Kleinwort Benson C • Salty Tennant joined Kleinwort Benson as Chief Executive in January 2011. Her previous role was Chief Executive at Lombard Odier in the UK where she held the position from 2007 • Before joining Lombard Odier. Sally spent four years as Chief Executive of Schroders Private Banking. She spent nearly 10 years at Ganmore plc. most latterly as a Board Director and Head of its Institutional Division. before becoming a Founding Partner at Beaumont Capital Management. Sally's early career was spent at Morgan Grenfell Asset Management and at SG Warburg 8 Co. Sally Tennant • Salty holds a degree in Politics from the University of Durham and is Co•Chair of Tommy's The Baby Charity. a trustee of The STARS Foundation and a governor of CEO of Kleinwort Sherburne School for Girls Benson Bank Kleinwort Benson Investors Dublin • Mr Hawkshaw has been working in the asset management industry for 25 years and has been with the current firm since 1992 • He was appointed as CEO In 2004 having previously held the positions of Chief Operating Officer. Head of Business Development and Head of Portfolio Management Sean Hawkshaw • Between 1986 and 1992 Mr Hawkshaw was employed by Bank of Ireland Asset Management CEO of Kleinwort Benson Investors. Dublin • Kleinwort Benson 25 EFTA01177301 Experienced Management Team (5 of 5) 1:112:72111_ • Mr Robens is spokesman of the Board of Managing Directors of BHF•BANK • He has more than 15 years experience in the financial services industry Ilifl • Mr Robens is responsible for the complete front office divisions (Private Banking. Asset Management. Corporates and Financial Markets) as well as the Corporate Office • Since 2008 he has been in charge for the Private Banking as a member of the banks Board of Managing Directors and has been with the bank since 2005 Blom H. Robens • Prior to joining BHF-BANK. Mr Robens was a Partner at Roland Berger Strategy Consultants Spokesman Board o • Advising the Board of Managing Directors in his function as the core strategic advisor, he played an important part in BHP-BANKS successful repositioning and its Managing Directors o transfer to Sal. Oppenheim Group BHF-BANK • Mr Behrends has been a Member of the Board of Managing Directors since August 2010 • He has been with BHF-BANK for more than 30 years and has had several management functions in Germany and abroad • Previously served as Heed of Corporate Banking for more than 10 years • Responsible for Credit Risk. Operations f IT and Compliance. Process Management and Outsourcing Frank Behrends • Mr Behrends has lead the initiative to de-risking the loan portfolio of BHF•BANK BoardMember of Managing Directors of BHF-BANK • Mr Friedhofen joined BHF•BANK in 2010 as Member of the Board of Managing Directors • He previously served as Chief Financial Officer and Member of the Management Board of HypoVereinsbank until May 2010 • Prior to that. he was an audit partner with KPMG and PwC, advising several major banks in Germany and abroad • Responsible for Finance. Internal Audit. Legal Affairs. Human Resources Rolf Friedhofen • Mr Friedhofen has long standing expertise in banking and auditing for more than 25 years BoardMember of Managing Directors of BHF-BANK • Kleinwort Benson 26 EFTA01177302