1

Gruppo ArgentaMaurizio Bianco

22

Gruppo ArgentaCompany Overview

Cost: 164 | Cash back: 0 | Valuation: 87 (€m)

Country: Italy

Description: Vending machines operation and service

Fund: Cognetas Fund II

Investment rationale The key drivers of our investment decision are: - Resilient business- Scope for bringing modern

managerial and marketing techniques to what is still today a rudimentary industry

- Opportunity to consolidate the Italian vending market which still remains highly fragmented and allows considerable potential for acquiring smaller companies and achieving synergies with integration

Deal SourceCognetas acquired Argenta from Advent in March 2008 alongside Investitori Associati, the former Management team and certain co-investors.In December 2009, Cognetas , in order to rebalance the financial structure of the Company, injected a further €65m into the business alongside a senior manager group, who invested €2m, thus remaining the sole financial shareholder.

Business

Argenta is a leading vending machine operator in Italy.

It owns more than 150,000 vending machines serving more than 85,000 clients. Its clients comprise businesses of all sizes, government offices, schools, hospitals and city offices. Argenta’s vending machines serve hot and cold drinks and food.

Today Argenta employs more than 1,400 people in 20 branches spread throughout Piedmont, Lombardy, Veneto and Emilia Romagna and recently opened up two branches in Tuscany and Lazio.

At the time of the acquisition Argenta business was mainly focused on in the B2B market with a strong presence in the indoor market. In the past two years one of main strategic focuses of the Company was to expand its activities in the outdoor market.

Through the acquisitions of Brekky and Mastro Coffee in 2010, Argenta entered the automatic shop business and the B2C business which expand its end markets and represent further growth opportunities.

Sales in 2011 are expected to reach more than €200m.

The Company is led by Mr Luciano Iannuzzi as CEO. Mr. Jesi former Chairman of PepsiCo Europe and Operating Partner of Cognetas is the Chairman.

In March 2008, Cognetas backed the buy-out of Argenta, a leading provider of vending services in Italy.

33

Gruppo Argenta Achievements under Cognetas shareholding

Organic growth / Green Field

Development of outdoor business both with Public Authorities (Venice Municipality) and Private Companies (Eni main petrol station provider in Italy)

Territorial expansion in two new regions Tuscany and Rome Centralization of workshops (from 23 units to 4) and

implementation of IT /Procurement systems for technicians Remodeling of OCS business in terms of: a) operations through call

center reorganization and externalization of logistic services to third parties; b) focus on brands shifting heavily from Lavazza to Nespresso (exclusive agreement of a number of provinces) and Illy

External growth The Company has a €70 mln acquisition facility of which €50 mln

still available Completed coverage of an important area of Lombardy region and

expanded operations in Rome with the acquisition of Eurmatik from Coca Cola HBC

Structuring of M&A team responsible of new acquisitions and integration processes

Completed coverage of Nespresso in one major region of GA operations (Piedmont) through the acquisition of CB and Coffee Show

Gained access to automated shops through the acquisition of a network of 45 stores

Started operations in the B2C coffee market with the small acquisition of MC

Other topics Structuring of management team inclusive of Managing Director,

Head of Marketing, Purchases, HR, CFO, Sales and Operations Re-engineering of sales force creating the unit from scratch that

now counts on over 45 sales people in the organization

Country: Italy

Description: Vending machines operation and service

Fund: Cognetas Fund II

191.1179.6 183.6

208.9226.1

238.2 244.2

2008Actual

2009Actual

2010Actual

2011Budget

2012Cognetas

2013Cognetas

2014Cognetas

41.6 39.743.0

49.856.2

61.1 62.7

2008Actual

2009Actual

2010Actual

2011Budget

2012Cognetas

2013Cognetas

2014Cognetas

44

Gruppo Argenta Financial performance

Sales Growth EBITDA Growth

As of (in €m) Q1 2011 Q2 2011 Value as of 31/12 2011 2012 2013 2014

Cost 164 164 Base case scenario Cognetas proceeds 81 109 139 153Cash back 0 0 Cognetas multiples 0.5x 0.7x 0.8x 0.9x

Expected proceeds 86.8 86.8 High scenario Cognetas proceeds 109 152 192 209Multiple 0.5x 0.5x Cognetas multiples 0.7x 0.9x 1.2x 1.3x

Valuation 87 87

BASE CASE

Year end 31.12 2008Actual

2009Actual

2010Actual

2011Budget

2012Cognetas

2013Cognetas

2014Cognetas

Turnover (€m) 191.1 179.6 183.6 208.9 226.1 238.2 244.2Growth - -6% 2% 14% 8% 5% 3%

EBITDA (€m) 41.6 39.7 43.0 49.8 56.2 61.1 62.7EBITDA margin 21.8% 22.1% 23.4% 23.8% 24.8% 25.7% 25.7%

EBIT (€m) 25.6 23.7 27.0 31.5 36.9 41.7 43.8EBIT margin 13.4% 13.2% 14.7% 15.1% 16.3% 17.5% 17.9%

55

Gruppo Argenta Value-creation going forward

Future growth should be driven by

Fully exploit outdoor expansion to create new business both with Municipalities and Private companies

Carry on consolidation plan through M&A selected opportunities (backed by committed Bank line of Euro 50 mln)

Further penetration of new geographies (such as Lazio and Tuscany and adjacent regions)

Pursue expansion and growth in the pure retail sector through the automated shops

Significant opportunities to leverage on the company’s logistics and operations structure to expand in the B2C market both with brands and private label

Capitalizing on new sales force both in the vending and in the OCS market

Potential recovery of hours worked in the industry

Country: Italy

Description: Vending machines operation and service

Fund: Cognetas Fund II

6

ArcaplanetMaurizio Bianco

77

ArcaplanetCompany Overview

Cost: 40.7 | Cash back: 0 | Valuation: 40.7 (€m)

Country: Italy

Description: Pet shop retailer

Fund: Cognetas Fund II

In December 2010 Cognetas acquired Arcaplanet, a leading Italian specialist retailer of pet food and accessories BusinessArcaplanet, headquartered in Genoa, has 230 employees and operates 46 pet stores, averaging 500 square meters in size and mainly located in the north and centre of Italy. The company differentiates itself through its innovative format, based on larger stores with a vast range of products (7,000 products, from pet food to accessories) at competitive prices.

Through roll-out of new stores, organic growth and acquisitions, Arcaplanet has increased sales from €21.5m in 2007 to the €47.8m forecast in 2010 with EBITDA of €4.8m.

Arcaplanet is led by Michele Foppiani, founder of the company, as CEO. Marco Jesi, Cognetas Operating Partner and formerly Chairman of PepsiCo Europe is the Chairman.

In the past years the market has shown growth of 5% per annum despite the recession, proving it to be resilient and non-cyclical. Specialty retailers still represent a limited portion (30%) of the market, which is mostly made up of approximately 4,500 small family-run stores and therefore has ample scope for consolidation.

Investment RationaleThe key drivers of our investment decision are: • Unique investment opportunity

in a growing and resilient market.

• Important roll out plan in a young and immature market

• Experience management team

Deal SourceCognetas has been approached the Seller (Credem Private equity) in the context of a limited auction in summer 2010.After a second round of bids, Cognetas has been granted three months exclusivity to confirm the initial bid which ended up with the binding agreement to purchase the business.

88

Arcaplanet Achievements under Cognetas shareholding

Country: Italy

Description: Pet shop retailer

Fund: Cognetas Fund II

Organic growth / Green Field

Strong platform for growth with expected 2011 LFL sales at +11% due to more intensive promotional campaigns

Restarted and accelerated new openings with 12 new stores signed for 2011 and 15 for 2012

External growth

Intensively working on a domestic deal that could double the number of stores within 18 months

Through Cognetas possibility to evaluate a number of opportunities abroad

Other topics

Addressing management structure needs to support strong growth with hiring plan including Head of Marketing and Head of HR

Introduced and implemented full monthly reporting Introduced MBOs (Management by Objectives) Expansion of Headquarter

41.848.3

57.4

72.1

90.3

110.3

2009Actual

2010Actual

2011Budget

2012Cognetas

2013Cognetas

2014Cognetas

3.3

4.8

6.1 6.7

8.9

11.1

2009Actual

2010Actual

2011Budget

2012Cognetas

2013Cognetas

2014Cognetas

99

Arcaplanet Financial performance

Sales Growth EBITDA Growth

As of (in €m) Q1 2011 Q2 2011 Value as of 31/12 2011 2012 2013 2014

Cost 40.8 40.8 Base case scenario Cognetas proceeds 52 68 86 106 Cash back 0 0 Cognetas multiples 1.3x 1.7x 2.1x 2.6x

Expected proceeds 40.77 40.77 High scenario Cognetas proceeds 36 75 105 133 Multiple 1.0x 1.0x Cognetas multiples 0.9x 1.8x 2.6x 3.3x

Valuation 40.8 40.8

BASE CASE

Year end 31.12 2009Actual

2010Actual

2011Budget

2012Cognetas

2013Cognetas

2014Cognetas

Turnover (€m) 41.8 48.3 57.4 72.1 90.3 110.3 Growth 15.6% 19% 26% 25% 22%

EBITDA (€m) 3.3 4.8 6.1 6.7 8.9 11.1 EBITDA margin 7.9% 10.0% 10.7% 9.3% 9.9% 10.1%

EBIT (€m) 2.5 4.0 5.1 5.4 7.3 9.2 EBIT margin 6.0% 8.2% 8.9% 7.5% 8.1% 8.4%

1010

Arcaplanet Value-creation going forward

Future growth should be driven by

Organic Growth Roll out of new stores to at least double current network in 3

years LFL growth on existing stores driven by higher average tickets

and higher number of clients as a result of brand awareness Higher contribution margin driven by category management,

and scale economy Further development of private label

External growth Acquisition of store network from other industries / categories Add on acquisition in Italy Possible internationalization through acquisition of chains in

other countries (we received 2 unsolicited approaches in 6 months)

Country: Italy

Description: Pet shop retailer

Fund: Cognetas Fund II