RECRUITMENT PRESENTATION

14th March 2012

www.graphitecapital.com

A leading independent mid-market PE investor

Founded over 30 years ago

Independent with no external committees

19 investment professionals based in London

Experienced and stable team

£1.2bn under management

Latest fund of £575m raised in 2007

UK focused

Flexible on sectors but particularly strong in business services, healthcare,

retail and leisure

Target deal size with EVs in the range £30-150m

Introduction to Graphite Capital

Invest in companies typically through backing incumbent management

teams

Preferably take majority equity ownership

Incentivise management with ‘sweet equity’

Money multiple driven

Typically hold investments for 5-7 years

Support organic and buy-and-build strategies

Actively manage our investments and do not have a separate portfolio

team

Board attendance and often will appoint a non executive chairman

What do we do?

Strong management teams with demonstrable records of success

Leaders in their niche sectors

Attractive market drivers and barriers to entry

Credible organic growth strategy

Scalable businesses either through office roll-out or buy-and-build

Ability to defend market position and protect margins

Good quality financial and management information

What do we look for in our investee companies?

Assets leave the building at 5.30pm!

Cyclicality

Often mature markets

Low barriers to entry

High levels of competition

Margin pressure

Difficult to raise bank debt

Why would you want to invest in recruitment companies?

Backed strong management teams with highly driven CEOs

Identified attractive niche markets with clear growth drivers

Businesses with clear differentiators and sustainable business models

Strong distinctive cultures

Incentivised the right people with equity (key management and staff)

Understood well the defensive characteristics (e.g cost base variability)

Understanding the macro economic cycle is always important (on

acquisition and exit)

Our experience of the recruitment sector

Graphite has acquired 8 recruitment businesses over the last 20 years

- PSD :- market leader in technology recruitment. MBO in 1991. IPO

on the LSE in 1997. (Exit return of 10x initial cost)

- Huntress Search :- accounts, secretarial and IT staffing. Start-up in

2000 (Exit return of 8x initial cost)

- TMP :- market leader in recruitment advertising. MBO in 2006

- NES :- UK leader in providing engineers to the global oil and gas,

power and infrastructure sectors. MBO in 2006

- AMS :- global leader in recruitment process outsourcing. MBO in

2007. Acquired Capital Consulting in 2008

- Teaching Personnel :- market leader in providing supply teachers to

state schools. MBO in 2010. Acquired Protocol Education in 2011

Graphite’s track record in the recruitment sector

Start-up in 2000. Backed Gary Laurence, whom we had worked with

previously

Sector diversity through accountancy, secretarial and IT recruitment

verticals

Based in London. Highly successful office expansion strategy. Opened

15 offices

Developed a performance culture which resulted in very high

productivity levels

Attractive mix of temporary and permanent revenues

Grew sales and EBITDA at compound rates of over 40% in 5 years prior

to exit

Sold the business for £41m in 2007 to a private equity fund. Made 8x

return

Huntress

Provides contract engineers to the global oil and gas, power and

infrastructure markets

Attractive long term market drivers:

− World shortage of qualified engineers

− Strong global demand for oil and gas

− Exploration and Production activity moving to deeper water and harsher

environments which requires specialist engineers

Contractors are highly paid and typically on long term projects of 12-18

months

MBO in 2006

EBITDA of £7.8m in 2006 and expected to make > £23m in 2012

EBITDA CAGR over 8 years of 20% driven by the Global division which has

grown at over 50%

Mix of revenues shifted to international markets (30% at MBO and 70% in

2012)

31 offices globally and 18 opened since MBO

High barriers to entry and it is a fragmented market

NES Global Talent

Market leader in providing supply teachers and teaching assistants (TAs)

to state schools

MBO of TP (#3 player) in 2010 and acquired PE (#4 player) in 2011 to

create the #1 player

Supplies over 7,000 schools in the UK

Positive trends towards agency provision (away from direct sourcing)

given increasing regulation and background checks

Fundamental market drivers are positive (e.g. government drive to

improve education standards, trends in immigration etc.)

National coverage with 50 branches achieved through successful office

roll-out strategies in both TP and PE

Combined LTM EBITDA is £12.6m

Highly cash generative significant profit growth since MBO

Teaching Personnel (TP) / Protocol Education (PE)

Global market leader in recruitment process outsourcing (RPO)

Provides exclusive outsourced recruitment solutions enabling large corporations

to:-

- Significantly reduce cost of recruitment - Improve quality of hires- Remove management headache of hiring thousands of staff every year

MBO of AMS (# 1 player) in 2007 and acquired Capital Consulting (#2 player) in

2008

Based in London with low cost service centres in Poland and Manilla

Made over 36,000 permanent hires for its customers in 2011

Long term contracts with 50 large blue chip organisations

Growth market and business pipeline is huge

High barriers to entry

Attractive sector and geographical diversification

Strong profit and NFI growth since MBO

Alexander Mann Solutions

Graphite has been a serial investor in the recruitment sector

Our success has been driven by:-

- Backing driven leaders within strong management teams

- Identifying market niches with attractive growth drivers

- Targeting market leading companies with sustainable business

models

- Clear growth strategies and ability to take share from competition

- Strong working capital and cash management

Conclusion