Presentation publigroupe sale publicitas aurelius

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Focus on digital portfolio PubliGroupe sells Publicitas to Aurelius Zurich, 2 April 2014

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Overview presentation order

Agenda item Presenter

Overview and key facts of transaction Hans-Peter Rohner Chairman of the Board of Directors PubliGroupe

Donatus Albrecht, Managing Director M&A Aurelius

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PubliGroupe going forward Arndt C. Groth CEO PubliGroupe

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Conclusion by the Chairman 3 Hans-Peter Rohner

Q&A 4

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!  Sale of Publicitas to Aurelius, a publicly listed company traded on the Munich stock exchange

!  PubliGroupe with no further financial obligations towards Publicitas apart from customary guarantees

!  Sales price in the low double-digit million CHF range; one-time write-off of CHF 30-40 million; solid Group equity base maintained

!  Under new structure >80% of PubliGroupe revenue with digital products and services

!  Annual General Meeting of 29 April 2014 to approve transaction by adopting a change of purpose of PubliGroupe Ltd.; closing expected in Q2 2014

Executive summary Sale of Publicitas as decisive step in transformation of PubliGroupe

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Starting point for strategy evaluation Aurelius better owner for Publicitas in current situation

•  Board of Directors of PubliGroupe made thorough evaluation of the strategic options for Publicitas in 2013 – together with Group CEO and new CEO of Publicitas

• Result of strategy evaluation: sale of Publicitas best solution.

•  Publicitas has a concise, strategic plan that it can develop under new, long-term minded owner

•  Aurelius is acquiring Publicitas with all its 39 affiliated companies in Switzerland and abroad as well as the 49% share of xentive SA, taking on the some 860 employees and assuming all contractual obligations, in particular vis-à-vis media providers, advertisers and agencies

• New owner confident about future and potential of Publicitas and the management team under its CEO Alain D. Bandle

•  Aurelius will fully support the strategy in implementation since August 2013 and continue to invest in its future development of the company

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Transaction overview Expeditious sales process

* Depending on clearance of competition authorities

•  Sale of Publicitas and related affiliates (i.e. 39 companies in Switzerland and abroad) to Aurelius

•  AGM approval required to change company purpose, changing the scope of activities of the Group

Transaction structure

•  Signing of transaction 1 April 2014

•  Annual General Meeting of PubliGroupe 29 April 2014 to approve change of purpose

•  Expected closing of transaction* 2nd Q. 2014

Expected timetable

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Separation process Spin-off through sale of Publicitas to Aurelius

Current structure Structure post separation

Shareholders Shareholders

SIX listed

100%

SIX listed

100%

Aurelius

SIX listed

100%

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Background Aurelius

•  AURELIUS is a listed German investment group with offices in Munich and London, operating throughout Europe with 17 portfolio companies belonging to the Group, among them Connectis AG and other, smaller assets in Switzerland

•  The holding company with its 75 employees has a long-time investment horizon, focusing on companies with development potential through operational engagement

•  In 2013 AURELIUS increased the Group revenue by 11% to EUR 1’525.5 million. The operating EBITDA reached EUR 106.2 million. There are 11’110 employees belonging to the Group

•  The company has a wealth of experience resulting from >60 transactions, relying on strong, bank independent financial strength

•  AURELIUS plans to continue to develop Publicitas according to the plan presented by Alain D. Bandle and the management

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THE BUSINESS MODEL

ACQUISITION, OPERATIONAL DEVELOPMENT AND DISPOSAL OF COMPANIES WHICH ARE IN A SPECIAL SITUATION

!  Revenues between EUR 30m and EUR 750m

!  Average purchase price of EUR 8m, range from negative to plus EUR 15m

!  Complex transaction structures/carve outs and/or redemption of existing creditors

Corporate spin-offs

… disputes among shareholders

Succession issues

Obvious optimisation potential

SPECIAL SITUATION

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PORTFOLIO COMPANIES

PORTFOLIO (I)

The investment portfolio of AURELIUS Group currently comprises 17 companies and several add-ons

June 2008

AURELIUS Group has acquired

sunrise business solutions

from

January 2006


Deutsche Post Wohnen

from

April 2007

AURELIUS Group has acquired 49 % of

a former JV of BNP Paribas and Arcandor

from

September 2008


from

the families Berentzen, Wolff and Richarz

March 2009


from

March 2009


LD Didactic Group

from

insolvency administrator

March 2010


from

November 2010


Secop (former Danfoss Household Compressors)

from

November 2010


KemFine UK Ltd

from

December 2010


5 hotel real estate locations

as add-on for

from

add on

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PORTFOLIO (II)

PORTFOLIO COMPANIES

The investment portfolio of AURELIUS Group currently comprises 17 companies and several add-ons

* Thales CIS (Madrid, Spain) has been integrated into Getronics Europe as of June 2012

add on

October 2012


from

November 2012


from

November 2011


HanseYachts AG

from

CEO and founder Michael Schmidt

May 2012


Getronics Europe and APAC

from

February 2012

AURELIUS Group has acquired*

THALES CIS

from

add on

December 2012


from

February 2013


brightONE (former Tieto) Germany/Netherlands/

Poland/India

from

March 2013


fidelis HR (former TDS HR

Services & Solutions)

from

December 2013


Telvent Global Services (Spain/Brazil/Chile)

from

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MANAGEMENT TEAM

Gert Purkert, Dr. Dirk Markus, Donatus Albrecht

Donatus Albrecht

!  M&A experts

!  Corporate Finance

Dr. Dirk Markus (CEO)

!  Corporate strategy and

development

!  Turnaround CEOs and Task

Force

(in all 35 employees )

!  Corporate Communication /

Investor Relations (1)

!  Finance

!  Internal audit

!  Legal

Gert Purkert

!  Turnaround CEOs and Task Force (in all 35 employees )

!  IT and infrastructure

!  Human Ressources

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KEY FIGURES

2009 – 2013

(in EURm) 2009 2010 2011 2012 2013

Group Revenues 902.3 935.5 1,262.6 1,378.1 1,525.2

EBITDA (operating) 23.4 85.0 98.7 114.0 106.2

Dividend paid (base + special dividend per share,

EUR) 0.37 0.43 0.50 + 0.17 0.60 + 0.77 0.70 + 0.35

Dividend paid 10.8 12.5 19.2 39.4 33.3

Cash and cash equivalents 155.6 177.2 154.4 244.7 223.9

Employees 3,523 6,803 6,631 10,226 11,110

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PubliGroupe going forward

Arndt C. Groth, CEO

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PubliGroupe strategic focus going forward Capitalising on key market trends

"  Internet ads growing at double digit rate, driven by continued increase in online penetration and higher share of ads budget allocated to this media

"  PubliGroupe focuses on online and is ideally positioned to capture the growing demand for ad trading and ad technology solutions

1. Capitalising on digital transformation… 2. and value enhancing services "  Offering a comprehensive palette from branding to

lead generation "  Investing in transaction-oriented fields and fast

growing RTA/programmatic buying market that provides better rates for long-tail inventory

Western Europe Internet ad spend 2005-2015F US$ bn, % share of total Ad Spend

5.3

28.7

5%

28%

05 06 07 08 09 10 11 12 13F 14F 15F Market Share

Western Europe Ad Spend CAGR 2005-2015F

(4.4%)

(4.8%)

(0.3%)

(0.1%)

(0.2%)

0.3%

18.5%

Newspapers

Magazines

Television

Radio

Cinema

Outdoor

Internet

Source: ZenithOptimedia, Advertising Expenditure Forecasts September 2013.

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2012 2013 2014 2015 2016 2017

Universal Connectivity

Intelligent Automation

Performance Driven

Global marketing networks connect consumers to supply and demand

Smart systems interact effectively within complex systems in real-time

Specific performance KPIs (ROI, yield) are tracked, analysed and executed upon

Programmatic Advertising Spend, Western Europe, 2012-17 US$ bn

6.7

56%

44%

RTA +43% +39%

Non-RTA +35%

5.3

45%

55%

50% 1.3

51% 49%

3.9

47%

53% 3.0

48%

52% 2.2

50%

A new marketing ecosystem has emerged New marketing opportunities drive fast innovation

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PG aims to take a European leadership position Focus on digital business portfolio

Brand

2

Consumer

Engagement

Value-add & Relevance

A A

A

P P

P

CPA / Performance CPM / Branding

P Publisher

A Advertiser

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Buyers Sellers

Advertiser Technology

Media Owner Technology

Smart Data

Ad Trading

Ad Technology

Ad Intelligence

PubliGroupe offers expertise and execution power for both buyers and sellers

PubliGroupe offers smart use of internal and external data to enhance performance

PubliGroupe offers state-of-the-art tools enabling clients to buy and sell in real-time, reliably, and efficiently

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2

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PG offers best-in-class people, intelligence and tech Enabling customers to optimise their marketing performance

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"  Leaner and now focused group able to pursue consistent growth strategy and embrace key trends (RTA, mobile, social)

"  CHF 150 million after sale of Media Sales "  Solid organic growth per year; further

growth expected from selected, very targeted acquisitions

Revenue "  Will improve to around CHF 20 million

(without Media Sales) "  Is foreseen to further grow in the

2015 - 2017 period

Operating Result

Profitability strongly improving Operating result 2014 will reach around CHF 20 million

Divest targets Acquisition focus "  FPH and other press participations "  Several small operating units foreseen for

divestment "  CHF > 60 million expected for 2014 - 2015

divest proceeds and simplification of group structure

"  Opportunity to strengthen the business portfolio through selective M&A in a fragmented technology-based industry

"  Investment expected at 10x - 15x EBITDA valuation

"  Target to add a low double digit million operating result between 2015 - 2017 by acquisition

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Transformation to digital company with mix of established and fast-growing companies; >80% share of digital products and services

Immediate improvement of profitability through sale of Media Sales.

Continued divestment of non-core assets or assets that are not providing financial returns.

Continued adaptation of holding in line with industry benchmarks.

Profitability

Increasing market demand for ad technology and ad trading services. Growth potential

Leader in Swiss directory match-making market; European leadership in supply-side technology with Improve Digital and leader in performance-advertising market with Zanox.

Relevant market share

Key driver Measures

Summary key investment highlights of PubliGroupe Sale drives profitability; back to growth in expanding markets

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Conclusion by the Chairman

Hans-Peter Rohner Chairman of the Board

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!  Aurelius is acquiring Publicitas with all its 39 affiliated companies in Switzerland and abroad as well as the 49% share of xentive SA

!  With Aurelius PubliGroupe found a committed owner for Publicitas who is confident about its future

!  Aurelius will fully support the strategy in implementation since August 2013 and continue to invest in its future development of the company

!  Good financial solution for all parties, sustainable and long-term perspective !  Sale of Publicitas a decisive step for PubliGroupe !  PubliGroupe to become a fully digital-oriented Group with local.ch and the

leading European performance marketing network Zanox, Improve Digital and Spree7, both presenting promising growth opportunities in Europe

Summary (1) Committed owner found for Publicitas

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!  Clear PubliGroupe strategy oriented to participations in the area of digital advertising trading and processing strategy as presented by Arndt C. Groth, CEO of PubliGroupe

!  Legacy issues successfully addressed !  Immediate increase of performance perspective due to sale of Publicitas !  Proposal of "one share – one vote" to the AGM; if accepted by AGM this will

accelerate the positive dynamics !  Divestment of remaining non-core assets, i.e. press participations in the next

12 to 24 months !  PubliGroupe holding structure to be reviewed and adapted to the smaller

size of the Group

Summary (2) "One share – one vote" would further accelerate the positive dynamics

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Q&A

Business

Presentation publigroupe sale publicitas aurelius