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The NOAH Conference San Francisco 2012 June 26, 2012 Four Seasons Hotel San Francisco Brought to you by

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Page 1: NOAH San Francisco 2012

The NOAH Conference San Francisco 2012 June 26, 2012

Four Seasons Hotel San Francisco

Brought to you by

Page 2: NOAH San Francisco 2012

Date: June 26, 2012

Address:

757 Market Street San Francisco California 94103 • Audience: 500+ internet and media

executives as well as financial investors

The NOAH Conference San Francisco 2012

NOAH Conference San Francisco 2012 2

On June 26, over 60 CEOs from selected leading European Internet companies will come to San Francisco to present their businesses to a relevant US audience of potential customers, partners and investors

Introduction

Logistical Details

Draft Program

Full day of presentations by 60 CEOs of some of Europe’s most successful internet companies

We expect approximately 500+ guests

- Mix of senior executives from US Internet and media companies and corporates and leading Internet finance companies

NOAH Conference started in London in 2009 and has grown to one of the leading European Internet business focused conference with over 2,000 participants expected this year

NOAH San Francisco takes place on 26 June 2011 at Four seasons hotel in San Francisco

Currently, 60 CEOs from leading European Internet companies have confirmed their participation as speakers

Expected audience of 500+ internet and media executives as well as financial investors

Information and frequent updates available under

www.noah-conference.com

www.twitter.com/noahconference

www.youtube.com/user/noahadvisors

www.slideshare.net/noahadvisors

To enable European Internet companies to establish or improve relationships with their US counterparts, media executives and investors

To provide US attendees with an opportunity to meet the leaders of European Internet in one place

To facilitate mutual learning in presentation sessions about the European and US Internet market

The NOAH Conference was founded in 2009 by Marco Rodzynek and is, organised by the NOAH Advisors team with sponsorship from some of the, world’s leading financial investors. NOAH Advisors is Europe's leading Internet M&A boutique

Main Ideas Behind the NOAH San Francisco Conference

Save the Date and Registration Details

Registration now open under: www.noah-conference.com/san-francisco-2012/san-francisco-2012-registration

Ticket prices: - Internet and media: $500 - Investors: $1,000 - Bankers: On request

Page 3: NOAH San Francisco 2012

Confirmed European Speakers

3

Advertising E-Commerce

Classifieds

Travel

Lead Generation

Other

Apps

Gaming

CEOs from 60 leading European Internet Companies will present their companies

Note: Additional companies expected to confirm shortly.

NOAH Conference San Francisco 2012

Page 4: NOAH San Francisco 2012

The conference will again take place at Old Billingsgate in London Registration will open in early 2012 For updates, please check: www.noah-conference.com

Introduction to the NOAH Conference Overview of the NOAH Conference 2011

NOAH ‘12 on 6-7 November – Save the Date

The NOAH Conference is an annual Internet event taking place once a year in London, focused on top management from Internet start-ups to global media companies as well as senior investment professionals

NOAH’s goal is to create a marketplace for the European Internet eco-system to discuss key trends, generate business and facilitate investment transactions

Over the past 3 years numerous high-profile speakers presented at NOAH, including over 100 CEOs

The NOAH Conference was founded in 2009 by Marco Rodzynek and is organised by the NOAH Advisors team with sponsorship from some of the world’s leading financial investors

NOAH ‘11 took place on 9-10 November 2011 at Old Billingsgate in London

Fantastic line-up of 90 speakers from 20 countries in keynotes, presentations and panels over 2 full days

1,150 attendees from 35 countries – 57% from Internet companies, 26% from investors, 15% from corporates (media companies, advisors, PR and recruiting) and 2% press representatives from leading on- and offline publications

NOAH party with additional guests from London and a great live band on the evening of the first day

Extremely positive feedback from numerous attendees, on twitter and in the press

Event Sponsors

Conference Program

Selected Conference Impressions

Summary Overview

Strategic Sponsors

Page 5: NOAH San Francisco 2012

Impressions from the NOAH London Conference 2011

5 NOAH Conference San Francisco 2012

Page 6: NOAH San Francisco 2012

Overview of NOAH Advisors

Page 7: NOAH San Francisco 2012

Unique Industry Know-How Core Investment Banking Competence

Unmatched Network and Relationships Full Commitment - We Are Entrepreneurs!

100% focused on Internet companies, covering over 25 sub-verticals in this highly complex industry - 15+ years active coverage of leading European

Internet companies and investors Deep understanding of industry dynamics and

thinking of industry leaders Ability to add value beyond banking advice

- Facilitates overall process and minimizes management distraction

The NOAH team has 25+ years of media investment banking experience - Routine execution of M&A and financing

transactions with sizes of several billion euros The team has been working together closely for 7

years (including 6 years at Lehman Brothers) 8 successfully completed NOAH Advisors

transactions underline successful transfer of competencies to the Internet sector

NOAH Advisors is globally very well connected and has direct access to virtually all key players in the industry - Knowledge of and strong relationships with

potential buyers’ key decision makers - Coverage of over 500 companies and 4,000

individuals - Proactively finds and unlocks attractive

investment opportunities for leading investors (e.g. Bigpoint)

Annual NOAH Conference

The NOAH team are entrepreneurs and focused on growing the business and establishing a reputation for excellence

Full commitment to deliver top quality results in short time frames

Highly success-based compensation structures align interests of clients and NOAH Advisors, and demonstrate conviction to deliver top results

NOAH Advisors - Europe’s Leading Internet Corporate Finance Boutique

Marco Rodzynek

Managing Director and Founder

Yoram Wijngaarde

Director

Jan Brandes

Director

Contact Details [email protected] UK Mobile: +44 77 85 330 330 Swiss Mobile: + 41 79958 1512

Contact Details [email protected] UK Mobile: +44 79 17 084 784

Contact Details [email protected] German Mobile: +49 174 2010 984

The NOAH Advisors Core Team

Selected Completed NOAH Transactions

November 2011 August 2011

July 2011 April 2011

April 2011 April 2011

December 2009 April 2009

Sale of a majority stake in

to Quants Financial Services AG

Exclusive Financial Advisor to grupfoni and its Shareholders Advisor to RankAbove

Fund raising for

from various investors

Advisor to EnGrande

Sale of a majority stake in

to

have acquired a majority stake in

for $350m from

Exclusive Advisor to Summit Partners and TA Associates

Advisor to AdTelligence

Fund raising for

from various investors

Advisor to Yatego

Sale of a majority stake in

to

Advisor to Softonic

Partial sale of

to

Valuing Softonic at €175m

Advisor to Fotolia

$80m partial sale of

to

Page 8: NOAH San Francisco 2012

Overview of NOAH Advisors

Company Overview

The leading corporate finance advisor with a clear focus on Internet companies in Europe and its emerging markets and financial investors

- Products include M&A and selective capital raising

- Typical transaction sizes between €50 million and €2 billion

Founded by Marco Rodzynek in April 2009, later joined by Yoram Wijngaarde and Jan Brandes

- The team worked together between 6 and 12 years at Lehman Brothers media investment banking in London

- As Head of European Internet , Marco has been covering European Internet companies since the 1990s

To date, NOAH Advisors has advised on 12 completed transactions including, most recently

- Sale of grupfoni to Quants Financial Services

- Sale of a majority stake in EnGrande to Palamon

- TA Associates and Summit Partners’ $350m control transaction of Bigpoint

NOAH Advisors also hosts the annual NOAH Internet Conference in London, an event where Internet companies and investors meet to network and discuss the industry

- NOAH Conference 2011 will take place on the 9th and 10th of November 2011 at Old Billingsgate in London

- Move to bigger and better facilities after successful 2009 and 2010 event with over 650 attendees each

NOAH Advisors Key Strengths

Unique Industry Know-How

Core Investment Banking

Competence

Unmatched Industry Network and Relationships

Full Commitment - We Are

Entrepreneurs!

Selected Recent Completed Transaction

Europe’s Leading Internet corporate finance boutique

April 2011

have acquired a majority stake in

for $350m

Exclusive Advisor to Summit Partners and TA Associates

8

July 2011

the owner of

Exclusive Advisor to EnGrande

Sale of a majority stake in

to

November 2011

Exclusive Financial Advisor to grupfoni and its Shareholders

Sale of a majority stake in

To Quants Financial

Services AG

Page 9: NOAH San Francisco 2012

The NOAH Advisors Team

A team of highly experienced professionals focused on Internet corporate finance advisory

Marco Rodzynek Managing Director and Founder of NOAH Advisors (April 2009)

Yoram Wijngaarde Director

With NOAH Advisors since November 2009

Jan Brandes Director

With NOAH Advisors since August 2010

Previous Experience

• Lehman Brothers, 1998 - April 2009 (acquired by Nomura end 2008)

- Executive Director, Media Investment Banking

- 30 announced M&A deals with a total transaction value of over $95bn, including for:

Contact Details

[email protected]

• UK Mobile: +44 77 85 330 330

• Swiss Mobile: + 41 79958 1512

Previous Experience

• Lehman Brothers, 2004 – November 2009 (acquired by Nomura end 2008)

- Media Investment Banking

- 10+ announced M&A deals, including for:

Contact Details

[email protected]

• UK Mobile: +44 79 17 084 784

Previous Experience

• Lehman Brothers, 2005 – May 2010 (acquired by Nomura end 2008)

- Media Investment Banking

- 10+ announced M&A deals, including for:

Contact Details

[email protected]

• German Mobile: +49 174 2010 984

9

Page 10: NOAH San Francisco 2012

Why NOAH Advisors

Unique Industry Know-How Core Investment Banking Competence

Unmatched Industry Network and Relationships Full Commitment - We Are Entrepreneurs!

100% focused on Internet companies, covering over 25 sub-verticals in this highly complex industry

- 15+ years active coverage of leading European Internet companies and investors

Deep understanding of industry dynamics and thinking of industry leaders

Ability to add value beyond banking advice

- Facilitates overall process and minimizes management distraction

The NOAH team has 25+ years of media investment banking experience

- Routine execution of M&A and financing transactions with sizes of several billion euros

The team has been working together closely for 7 years (including 6 years at Lehman Brothers)

8 successfully completed NOAH Advisors transactions underline successful transfer of competencies to the Internet sector

NOAH Advisors is globally very well connected and has direct access to virtually all key players in the industry

- Knowledge of and strong relationships with potential buyers’ key decision makers

- Coverage of over 500 companies and 4,000 individuals

- Proactively finds and unlocks attractive investment opportunities for leading investors (e.g. Bigpoint)

The annual NOAH Conference helps strengthening and expanding the network

The NOAH team are entrepreneurs and focused on growing the business and establishing a reputation for excellence

Full commitment to deliver top quality results in short time frames

Highly success-based compensation structures align interests of clients and NOAH Advisors, and demonstrate conviction to deliver top results

NOAH Advisors combines unparalleled expertise in European Internet with bulge bracket investment banking competence

10

Page 11: NOAH San Francisco 2012

Completed Transactions

11

Advisor to AdTelligence Advisor to Yatego

Fund raising for Sale of a majority stake in

from various investors

to

October 2010

Investment in

Advisor to JamesList Advisor to BullionVault

Advisor to Softonic Advisor to Fotolia

June 2010

December 2009

Investment in

Partial sale of

to

$80m partial sale of

April 2009

by by

Valuing Softonic at €175m

to

April 2011

April 2011 April 2011

July 2011

March 2011

have acquired a majority stake in

for $350m from

Exclusive Advisor to Summit Partners and TA Associates Advisor to EnGrande

Sale of a majority stake in

to

Advisor to EnGrande

Call option agreement for an investment in

by an undisclosed party

August 2011

Advisor to RankAbove

Fund raising for

from various investors

November 2011 December 2011

Advisor to Work4 Labs

Fund raising for

from various investors including Angel Investors

Sale of a majority stake in

to Quants Financial Services AG

Exclusive Financial Advisor to grupfoni and its Shareholders

Page 12: NOAH San Francisco 2012

NOAH’s Networking Strength

Internet Large Cap

Private Equity

Angels / Family Offices

Maryland Klaus Hommels

Armira

Traditional TMT & Retail

Hedge Funds VC and Growth Funds

Long lasting relationships with companies and investors

Coverage of over 4,000 industry leaders: 400 target companies and 150 investors

12

Page 13: NOAH San Francisco 2012

Financial Investors Present at the NOAH Conference 2011

13

Fund Attendees Key Contact

11 Harry Nelis ([email protected]) Sonali de Rycker ([email protected]) Adam Valkin ([email protected])

9 Dominique Vidal ([email protected]) Ben Holmes ([email protected]) Jan Hammer ([email protected])

3 Hans-Jürgen Schmitz ([email protected])

Eugene Mizin ([email protected]) Guillaume Durao ([email protected])

3 Pawel Chudzinski ([email protected]) Lukasz Gadowski ([email protected]) Kolja Hebenstreit ([email protected])

2 Roberto Bonanzinga ([email protected]) Dharmash Mistry ([email protected] )

2 Marcel Rafart ([email protected]) Javier Rubio ([email protected])

2 Pär-Jörgen Pärson ([email protected]) Hans Otterling ([email protected])

2 Andrin Bachmann ([email protected]) Greg Lockwood ([email protected])

2 Alexander Ribbink ([email protected]) Rogier Taphoorn ([email protected])

2 Hubert Deitmers ([email protected]) Martijn Hamann ([email protected])

2 Alex Gonthier (gonthier@@wellington-partners.com) Christian Thaler-Wolski ([email protected])

1 Emanuele Levi ([email protected])

1 Mike Chalfen ([email protected])

1 Mattias Ljungman ([email protected])

1 Michael Eisenberg ([email protected])

1 Alon Lifshitz ([email protected])

1 Ian Noel ([email protected])

1 Nic Brisbourne ([email protected])

1 Ben Tompkins ([email protected])

1 Bernard Vogel ([email protected])

1 Davor Hebel ([email protected])

1 Stephen Lowery ([email protected])

1 Torsten Kreindl ([email protected] )

1 Laurel Bowden ([email protected])

1 Martin Weber ([email protected])

1 Johan Englund ([email protected])

1 Baris Aksoy ([email protected])

1 Tomasz Czechowicz ([email protected])

1 Thomas Preuss ([email protected])

1 Phillippe Collombel ([email protected])

1 Tony Askew ([email protected] )

1 Olivier Sichel ([email protected])

1 Mauro Pretolani ([email protected])

Fund Attendees Key Contact

9 Stefan Götz ([email protected]) Zita Saurel ([email protected]) Blake Kleinman ([email protected])

4 Philipp Freise ([email protected]) Lucian Schoenefelder ([email protected]) Vania Schlogel ([email protected])

4 Dominik Stein ([email protected] ) Christian Schuette ([email protected]) Anil Hansjee ([email protected])

3 Kai Romberg ([email protected]) Dan Groen ([email protected]) Sascha Kaumann ([email protected])

3 Karim Tabet ([email protected]) Bruno Mourgue d'A. ([email protected])

Andrew Tisdale ([email protected])

3 Karl Peterson ([email protected]) Anand Tejani ([email protected]) Jean Baptiste Brian ([email protected])

2 Tripp Lane ([email protected]) Frank Ehmer ([email protected])

2 Andrea Valeri ([email protected]) Lance Toler ([email protected])

2 Stefan Franssen ([email protected]) Natalie Tydeman ([email protected])

2 Hinrich Stahl ([email protected]) Helge Luetzen ([email protected])

2 Michael Korzinstone ([email protected])

John Flynn ([email protected])

1 Jan-Olivier Fillols ([email protected])

1 Jens Hagen ([email protected])

1 Jörg Mohaupt ([email protected])

1 Michael Black ([email protected])

1 Jason Khaksar ([email protected])

1 Andrew Young ([email protected])

Fund Attendees Key Contact

7 John Meeks ([email protected]) Ajit Nedungadi ([email protected]) Morgan Seigler ([email protected])

5 Scott Collins ([email protected]) Christian Strain ([email protected]) Vincent Lambert ([email protected])

5 Konrad Stoebe ([email protected]) Steven Klooster ([email protected]) Johannes Korp ([email protected])

3 Frank Seehaus ([email protected]) Jan-Gisbert Schultze ([email protected]) Benedikt Sudbrock ([email protected])

3 Fabio Giuseppetti ([email protected]) Daniel Mytnik ([email protected]) Ricardo Caupers ([email protected])

2 Marco Brockhaus ([email protected]) Jan Daniel Neumann ([email protected])

2 Chris Caulkin ([email protected]) David Lisewski ([email protected])

2 Sarah Pinto ([email protected]) Peter Garran ([email protected])

2 Jim Quagliaroli ([email protected]) Jeff Haywood ([email protected])

2 Daniel O’Keefe ([email protected] ) Woody Marshall ([email protected])

2 Stephen Byrne ([email protected]) Jussi Wuoristo ([email protected])

Expansion Capital

1 Fabian Wasmus ([email protected])

Mercury 1 Sebastien Briens ([email protected])

1 Harley Miller ([email protected])

1 Christoph Haschka ([email protected])

1 Mark Joseph ([email protected])

1 Pueo Keffer ([email protected])

1 Richard Yen ([email protected])

1 Morgan Callagy ([email protected])

Growth Capital (€20-250m) Venture Capital (€5-20m) Private Equity (€250-1,000+m)

Page 14: NOAH San Francisco 2012

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Internet Deals 1 1 1 1 1 1 1 1 2 1 1 1 1 2 2 1 2 2 2 2 2 2 1 2 2 2 1 1 1 1 2 2 2 2 1 1 2 2 1 3 2 1 3 3 3 2 3 3 1

2 5 5 5 2 5 10 5 5 5 10

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The Universe of Financial European Internet Investors

Note: Number of previous European Internet deals: 1 - many, 2 - a few, 3 - new to the segment.

Equity Investment Size

Control Investments Only

Sweet Spot

Venture Capital Growth Funds Buyout Funds

NOAH Advisors maintains close contact with key investors in all major categories

14

Page 15: NOAH San Francisco 2012

Internet is a Complex Parallel Economy

Note: Values estimated by NOAH Advisors.

250 European public/private Internet companies valued at about €100 billion, of which over 150 worth over €120m

15

Online Travel 15.2 55.0 Transaction Mature 10%eDreams, Booking.com, HRS, hotel.de, Interhome, Pierre & Vacances,

trainline, Holidaycheck, VoyagePrive, SeLoger

Emerging Markets 13.4 11.0 Various Early 30% Mail.ru, Seznam, RosBusinessConsulting, Rambler, Naspers, DST

Online Classified 11.8 11.0 Listing fees Advanced 20%Schibstedt, Scout24, Rightmove, Seloger, Funda, AutoTrader, Stepstone,

Yakaz, Idealista, Immobiliare.it (Auto)

Private Sale 5.4 2.2 Transaction Early 100% Vente Privee, Brands4Friends, KupiVIP, Buyvip, Privalia, Dressforless, Ofertix

E-Commerce 5.3 165.0 Transaction Advanced 25%Asos, Yoox, Delticom, Priceminister, Lovefilm, Netaporter, BOL, mytoys,

zooplus, Laithwaites, Pixmania, Hepsiburada (Apparel)

Anti-Virus 5.3 2.2 Subscription/Transaction Early 40% ALWIL, AVG, Avira, Eset, Kaspersky, Sophos, Panda

Betting 5.0 2.2 Commission Advanced 15% Betfair, Bwin

Online Gaming 4.4 5.5 Subscription/ Virtual Items Early 50%Miniclip, Spil, Gameforge, Jagex, Bigpoint, CCP, Ankama, Stardoll, Gameduell,

Travian

Outsourcing 4.0 3.3 Transaction Advanced 30% D+S, Hermes, Bertelsmann Services Group

Online Advertising 3.7 22.0 Commission/CPM/CPC/CPA Advanced 15-50%Tradedoubler, Adconion, Glam, Hi Media, Bigmouthmedia, Adscale, Conduit,

At Internet, Adtelligence, Criteo

Marketplace 3.2 5.5 Commission/ Listing Fees Early 50% Fotolia, Teleroute, Softonic, Bullionvault, Perform Group, Experteer, Artprice

VOIP 3.2 0.6 Subscription/Micropayment Early 50% Skype, Truphone

Paid Services/Content 2.5 3.3 Subscription/Micropayment Advanced 20% United Internet

Social Networks 2.2 0.6 Subscription/Advertising Early 50% Xing, Forticom, Sulake, badoo

Applications 1.8 5.5 Subscription Early 50% Huddle, Netviewer, Teamviewer, Rapidshare, Spinvox, Thunderhead, eBuddy

(Remote Access)

Lead Generation 1.8 5.5 CPC/CPA Advanced 25%Moneysupermarket, Confused, Check24, Guenstiger.de, Interhyp, Verivox,

MutuiOnline

Online Payment 1.4 2.2 Commission Advanced 30% Moneybookers, Clear2Pay, Wirecard

Info Services 1.3 2.2 Subscription Advanced 10% Boardex, Juris, Bureau van Dijk, Dealogic

Mobile Internet 1.3 1.1 Various Early 50% Zed, Acision, Getjar

Ticketing 1.2 1.1 Commission Early 60% CTS, Viagogo, Getmein, Seatwave

Online Dating 1.1 0.6 Subscription Advanced 20% Parship, Meetic, Be2

Group Buying 1.0 2.0 Commission Early 100%+ GBG, Rebate Networks, Daily Deal, Offerum, Grupfoni, Groupalia

Local Advertising 0.6 5.5 Subscription Early 100% Astramedia, Europeweb, Cortix, Proximedia, Eniro

Online Video 0.4 < 0.5 CPM Early 100% Smartclip, Sevenload, Perform

Online Music 0.4 <0.2 Subscription/Advertising Early 100% Spotify

Online Market Research 0.2 1.1 By Project Advanced 20% Metrixlab

Consolidation Play

Aggregated EV

(€bn)

Market Size

(€bn)Segment Revenue Model Maturity Growth Selected European Market Leaders

Page 16: NOAH San Francisco 2012

Selected Investor References

16

Name Background and Deal Experience Name Background and Deal Experience Dom Vidal (Partner Index Ventures)

Index Ventures is one of Europe’s leading Internet VC group Joined Yahoo! from Kelkoo, when Yahoo! acquired the company

in March 2004 CEO of Yahoo! Europe from 2004 to 2007 Deals: Kelkoo, Adconion, Be2, Criteo

Martin Weber (Holtzbrinck Ventures, Managing Partner)

More than 14 years of experience in the private equity industry

Has invested in more than 80 companies, built several category leading businesses in consumer internet

Deals: Brands4Friends, Parship, Experteer, GameDuell, My-Hammer, Adscale, Zalando

Harry Nelis (Partner Accel Partners)

Accel is a leading globally active VC Before joining Accel, was at Perry Capital, a $10bn hedge fund Spent a decade in Silicon Valley and was founder of E-motion Deals: Gameforge, Check24, Kayak, Netvibes, Onforce, Double

Fusion, Spreadshirt

Greg Lockwood (Partner Piton Capital)

Involved in early stage internet investing as a partner with UBS Capital and as an angel investor since 1996

Recently founded Piton Capital to invest in marketplace Sunrise, Betfair (and former Chairman of betfair)

Klaus Hommels (Klaus Hommels Capital)

Klaus is Europe's most successful and respected angel investor Joined AOL in 1995 Deals: AOL, Freenet, Skype, King.com, Stardoll, XING, Spotify,

Xing

Nicolas Massard (Principal, Abry Partners)

Principle at leading U.S. growth capital fund, joined in 2010 Joined Spectrum in January 2002 from Continuum Group, a

London-based communications venture capital firm Deals: Demand Media, Riskmetrics, Eutelsat, Classic Media,

etc.

Jonathan Meeks (Partner TA Associates)

TA Associates is a leading European growth capital investor Deals: M&M, eCircle, Micromax, AVG, Fotolia, eDreams,

GlobeOp, OpenLink, Radialpoint, Datek Online Holdings, Idea Cellular and The Island EC

Tomas Diago (Founder/CEO Softonic)

Founder of Softonic.com, one of the most visited sites in Spain with 70m monthly unique visitors

European leader in software downloading Second client of NOAH Advisors Sold a <15% stake to U.S. listed Digital River in Dec 2009

Patrick Healy (Partner Hellman & Friedman)

HF is the globally leading private equity investor in the Internet sector

Deals: Doubleclick, Getty Images, Web Reservations, IRIS, SSP

Jörg Mohaupt (Head of TMT, Access Industries)

Formerly with Providence Equity Partners, Morgan Stanley and Lehman Brothers. Co-founder of Continuum Group

Deals: Casema, Canal Digitaal, Com Hem, Digiturk, Versatel, Bibit, Perfrom Group, Acision, Warner Music

Antonio González Barros (CEO Grupo Intercom)

Founding partner and main shareholder of Grupo Intercom (founded 1995)

Intercom is a successful incubator model focused on Spain Deals: Softonic, InfoJobs, Emagister, over 20 start-ups

Jo Schull (Head of Europe, Warburg Pincus)

A bulge-bracket private equity and growth capital investor Focuses on firm's European technology, media and

communications investments, as well as its investment activities in emerging Europe

Deals: Ziggo, FiberNet, Centrum, Nectar (Loyalty Management)

Oleg Tscheltzoff (CEO Fotolia)

European serial entrepreneur. Founded Amen and Fotolia, Europe’s leading stock photography company

First client of NOAH Advisors Deals: Amen, Fotolia

Paul Tustain (CEO/Founder BullionVault)

Launched BullionVault in 2005 and since then he has overseen its expansion to the £250m turnover business it is today

Also founded SAM Systems in 1990

Lars Hinrichs (CEO HackFwd)

Founder of Xing. One of Germany’s most successful start-ups Cinco Capital is building a portfolio of holdings in private &

public companies Deals: Xing, Boettcher Hinrichs AG

John Lindfors (DST)

Head of the European Technology and the Media Investment Banking Group at Goldman Sachs

Deals: Numerous (incl. Facebook fundraising)

The best trust us and work with us

Page 17: NOAH San Francisco 2012

grupfoni Transaction Case Study NOAH Advisors advised on the majority sale of the market leading group buying company in Turkey

November 2011

Sale of a majority stake in

to

Quants Financial Services AG

Exclusive Financial Advisor to grupfoni and its Shareholders

Overview of grupfoni

The company operates Turkey’s leading group buying site with 1.4 million members, over 300k followers on Facebook and up to 150k daily visitors

To date, the company has sold over 1.4 million coupons in over 7,000 deals in the categories restaurants, beauty, travel, nightlife amongst others

grupfoni was founded in June 2010 in Istanbul by Burak Hatipoğlu and Münteha Mangan

grupfoni has established a market leading position in the Turkish group buying market despite competition, mainly from Grupanya and SehirFirsati (Groupon)

Turkey is one of the most exciting e-commerce markets in Europe with Internet penetration of ~45% and e-commerce usage only 5% of the population the last 12 months

Young, emerging Internet population (40% are below 24, over 70% under 34) with relatively low, but increasing purchasing power

Deal Team

Transaction Overview

On 9 November 2011, Quants Financial Services AG, a Swiss investment company acquired a majority stake in grupfoni for an undisclosed amount

For majority shareholder Group Buying Global (GBG), a Zurich-based holding company run by Klaus Hommels and Oliver Jung, the transaction represents the latest in a series of highly successful exits from its portfolio of global group buying and private sales operators, following e.g. Markafoni and DeinDeal

Management shareholders will continue to lead the company, backed by its new investors Burak Hatipoglu, Co-founder and CEO Münteha Mangan, Co-founder and CSO

Sellers

GBG: Klaus Hommels, Oliver Jung, Manu Gupta AlterInvest: Samih Toukan, Hussam Khouri Emre Kurttepeli

Marco Rodzynek, Jan Brandes, Yoram Wijngaarde

NOAH Advisor’s Role

NOAH Advisors has maintained a close relationship with Group Buying Global for two years and has worked with Klaus Hommels and Oliver Jung on multiple occasions

NOAH Advisors was mandated following inbound interest to acquire the grupfoni

grupfoni and NOAH Advisors worked together intensively, exploring options with a number of strategic and financial investors

NOAH Advisors acted as exclusive financial advisor to grupfoni and its selling shareholders

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Page 18: NOAH San Francisco 2012

EnGrande Transaction Case Study NOAH Advisors partnered with EnGrande, exploring a range of strategic alternatives, resulting in a highly successful outcome for all parties

July 2011

Sale of a majority stake in

the owner of

to

Exclusive Financial Advisor to EnGrande S.L.

Overview of EnGrande

EnGrande S.L. ("EnGrande" or "the Company") was established in 2003 by founder and CEO John Erceg to generate bookings for budget hotels and apartments

Following a period of rapid expansion across Europe and selected cities in America and Asia-Pacific, the Company now has more than 7,000 establishments worldwide directly contracted to its service and processes more than €80 million of bookings per annum

EnGrande's websites, which include www.budgetplaces.com, and a network of dedicated 30's city websites, such as www.london30.com and www.amsterdam30.com, are aimed at cost-conscious, mostly European leisure and business travellers

The Company employs 85 staff and is headquartered in Barcelona with offices in New York and Dublin

The EnGrande team is passionate about finding new well-located, cheap and clean establishments, partnering with hoteliers to fill their rooms profitably with a unique easy-to-use backoffice system which offers maximum administrative efficiency

Deal Team

Transaction Rationale

The online accommodation bookings market has proven to be a massive opportunity. Gross bookings of the European hotel sector are estimated to total about €85 billion per annum, of which online bookings currently account for around €14 billion

The European budget accommodation sector itself is currently worth approximately €15 billion per annum and is rapidly growing, in part due to the expansion of low cost carriers

The fragmented nature of accommodation suppliers and their low online penetration presents EnGrande with a strong opportunity to accelerate the growth of its network of providers

A key part of the growth plan is a shared commitment to grow the platform to become the leader in the budget accommodation category

Palamon Capital Partners is a leading European mid-market private equity firms

The terms of the transaction were not disclosed John Erceg (founder and CEO)

Fabio Massimo Giuseppetti, Jaime-Enrique Hugas, Ricardo Caupers Sponsor: Louis Elson

Marco Rodzynek, Yoram Wijngaarde, Jan Brandes

NOAH Advisor’s Role

EnGrande decided to partner with NOAH Advisors, following inbound interest to acquire the Company

EnGrande and NOAH Advisors worked together intensively on exploring a wide range of strategic alternatives, while the Company grew from strength to strength was able to scale its platform rapidly

NOAH Advisors acted as exclusive M&A financial advisor to EnGrande

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Page 19: NOAH San Francisco 2012

Bigpoint Transaction Case Study NOAH Advisors identified the Bigpoint opportunity early on, and re-introduced the deal to Summit Partners and TA Associates based on superior insight into the situation

April 2011

and

are jointly investing $350m to acquire a majority stake in

from

Exclusive Financial Advisor to Summit Partners and TA Associates

Overview of Bigpoint

Bigpoint was founded in 2002 by Heiko Hubertz (co-CEO) in Hamburg and has become a globally leading online gaming company, with over 185m registered users in over 150 countries, 250,000 daily registrations, millions of paying users, and 1 million+ concurrent users

Its 60 active browser games in 25 languages include core games such as Seafight and DarkOrbit, next-generation 3D games such Battlestar Galactica Online, and casual-social games such as Farmerama and Zoomumba. A strong pipeline includes The Mummy and RamaCity

Bigpoint’s games are free-to-play, with paid virtual items. Paying users spend an average of circa €20 ($29) per month and purchase over a billion virtual items every day

Bigpoint is one of the best-positioned online gaming platforms, in the sweet-spot of a market with several structural growth dynamics (fast growing $15b+ online gaming market, the $2.5b+ free-to-play model outgrowing the market) and better developer risk-return characteristics

Bigpoint has built an industry-leading platform in terms of user analytics, virtual items sales, a diversified portfolio of strong games in different segments, coupled with a strong pipeline

The company’s strong growth track-record, industry-leading profit margins, and high-quality management team made it a highly attractive investment opportunity for TA and Summit

Deal Team

Transaction Summary

TA Associates and Summit Partners are jointly investing $350 million for a majority stake. Heiko Hubertz, Bigpoint’s founder and co-chief executive, will retain his 30% stake

Comcast Interactive Capital, GMT Communications and General Electric sell down their stakes. GMT and GE will retain a minority stake. GMT and NBC Universal acquired a 70% stake in June ‘08 at a $110m valuation. They have made a fivefold return on their investment

Although Bigpoint is not raising new funds as part of the deal, the new partners will help it to expand internationally, make acquisitions and develop software

Completion is subject to regulatory approval and other standard conditions

Heiko Hubertz, Arthur Bastings, Simon Guild, Nils Holger Henning, Philip Reisberger, Tobias Reisberger, Michael Gutsmann, Jan Wergin

Scott Collins, Christian Strain, Vincent Lambert, Nicolas Slim, Ronan Gouello

John Meeks, Morgan Seigler, Khaled Heliouli

Marco Rodzynek, Yoram Wijngaarde, Jan Brandes

NOAH Advisor’s Role

Bigpoint has been a close relationship of NOAH Advisors for close to two years

NOAH had intensively followed Bigpoint as a potential transaction opportunity and re-introduced the deal to Summit Partners and TA Associates based on superior insight into the situation

NOAH Advisors acted as exclusive M&A financial advisor to Summit and TA, bringing in-depth knowledge of the online gaming sector, the company, and intelligence around the opportunity

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