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0 RESULTS PRESENTATION FY2018

RESULTS PRESENTATION FY2018 0 - …€¦ · RESULTS PRESENTATION FY2018 0. Contents 1 OAKLEY CAPITAL INVESTMENTS 1 Key Financial Highlights P 2-3 ... TMT Time Out £42.7m Debt: £20.9m

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Page 1: RESULTS PRESENTATION FY2018 0 - …€¦ · RESULTS PRESENTATION FY2018 0. Contents 1 OAKLEY CAPITAL INVESTMENTS 1 Key Financial Highlights P 2-3 ... TMT Time Out £42.7m Debt: £20.9m

0RESULTS PRESENTATION FY2018

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Contents 1

OAKLEY CAPITAL INVESTMENTS

1 Key Financial Highlights P 2-3

2 Portfolio Performance P 4-13

3 Oakley Capital Private Equity P 14-28

▪ Net Asset Value progression▪ Realisations▪ Investments▪ Oakley Fund commitments▪ Fund investment▪ Co-investment▪ Cash / other assets and liabilities▪ Portfolio analysis▪ Outlook

4 Appendices P 29-42

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Oakley Capital Investments – continued strong performance 2

OAKLEY CAPITAL INVESTMENTS

NAV per share Total NAV return

Exit premium to book valueFull-year dividend

£130m

281p

36%

£110m

16%

4.5p

Performance year ending 31 December 2018

Realisations Investments

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Strong returns track record 3

OAKLEY CAPITAL INVESTMENTS

10 year total NAV return of 172%

OCI total NAV return 16% 47% 172%

1 Year 3 Years 10 Years

£

0.00

0.50

1.00

1.50

2.00

2.50

3.00

Dec-07 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-17 Dec-18

NAV per share, dividend and share price

NAV per share Dividend Share Price

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Portfolio performance & successful exits grow NAV 4

OAKLEY CAPITAL INVESTMENTS

FY18Fundrevaluations

FY17

1p

14p

29p

4.5p

Co-investmentrevaluations

Realisations Dividend

2p

Fees

245p

281p

15% NAV per share increase

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2018 activity – realisations

(1) As at 31 December 2017

5

OAKLEY CAPITAL INVESTMENTS

Organic growth & synergistic acquisition

4.7x MM118% IRR

£35.6m

Structural growth drove market leader

2.5x MM44% IRR

£15.1m

Underlying structural growth & revenue

diversification

3.7x MM51% IRR

£51.5m

Organic growth driven by strategic acquisitions

5.4x MM56% IRR

£12.6m

Extension of existing facility €28.9m to Fund III

£10.5m

Upsized facility provided by existing lenders

€12.7mto Fund III

£4.6m

Gross returns

OCI Proceeds

DistributionsOCI

Proceeds

Investment strategy

0.0

10.0

20.0

30.0

40.0

50.0

60.0

Parship Verivox Facile Damovo

Fair Value OCI proceeds

£m

Uplift on book value

21%

56%

18%38%

Strategy

(1)

Realisations

Re-financings

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2018 activity - investments 6

OAKLEY CAPITAL INVESTMENTS

Leading provider of private university groups in Germany £30.7m

Italy’s leading online price comparison platform £29.4m

OCI investment

cPanel Acquired to join Plesk, the group now encompassing two webhosting automation

software platforms

£14.6m

Centre Européen de Management Hotelier International ("CMH")

First acquisition in pursuing the buy & build strategy in the French tertiary education

sector

£3.2m

Colegio San Patricio Comprises of 42 schools, educating over 31,000 students globally

£4.9m

Doyle Palma Acquired sails operation and funding for North Sails Apparel and M&A

£3.9m

OCI additional investment

Business description

DescriptionAcquisition

Investments

Follow on investments

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Oakley Fund commitment drives NAV growth 7

OAKLEY CAPITAL INVESTMENTS

£299m

146p per share

25% IRR

Oakley Fund investment

£105m

51p per share

Cash/other assets & liabilities

£107m

52p per share

11% IRR

Co-investment

31p per share

£64m

Debt Equity

(1)% IRR

Cash/other assets

& liabilities

18%

Oakley FundInvestment

52%Co-investment

30%

£575m NAV by investment type

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A balanced portfolio across three distinct sectors 8

OAKLEY CAPITAL INVESTMENTS

NAV by company

Facile£29.4m

Inspired£72.9m

TechInsights£13.4m

CONSUMER

North Sails£39.4m

Debt: £40.6m

Casa & atHome£41.8m

Schülerhilfe£39.7m

Career Partner Group£45.6m

Daisy£15.2m

Debt: £14.9mWebPros

(Plesk + cPanel)£71.5m

AMOS£15.1m

EDUCATION

TMT

Time Out£42.7m

Debt: £20.9m

Fund Investment

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High growth, conservative debt, modest valuations

(1) Multiple analysis based on EV, Net Debt and EBITDA as at 31 Dec 2018 valuations. Analysis excludes Time Out Group plc.(2) Percentage of Fund portfolio company value

9

OAKLEY CAPITAL INVESTMENTS

Portfolio analysis

3.8xAvg 2018 Net Debt/EBITDA

12.6xAvg Dec 2018 Valuation Multiple

39%Avg 2018 FY EBITDA Growth

Fund Investment

No

. of

Co

mp

anie

s

0

1

2

3

4

5

6

7

8

<10% 10 - 30% >30%

No

. o

f C

om

pan

ies

Portfolio CompanyEBITDA growth vs prior year

0%(2)

41%

59%

0

1

2

3

4

5

6

< 10x 10x - 12x >12x

Portfolio Company EV/EBITDA(1)

0

1

2

3

4

5

Net cash < 3x 3x - 5x 5x - 7x

Portfolio CompanyNet debt/EBITDA(1)

No

. of

Co

mp

anie

s

3% 17%

41% 39%

3%

45%

52%

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Co-investment 10

OAKLEY CAPITAL INVESTMENTS

If OCI has appropriate cash levels, it will consider providing debtinstruments to the portfolio companies if the returns are appropriate.

Co-Investments:

31 Dec 2017Fair Value

£m

31 Dec 2018Fair Value

£m

Interest Maturity

Debt Securities

Daisy 28.2 14.9 6.5% May 2019

North Sails 27.8 40.6 7.5% Dec 2020

Fund Facilities 13.5 30.6 6.5% 1yr after issue

Time Out - 20.9 12% Oct 2020

Total 69.5 107.0

Where attractive to do so, OCI takes direct equity stakes inportfolio companies when an Oakley Fund can no longer makefollow on investment (e.g. Time Out).

The board will also consider directly holding stakes that arecurrently held via a Fund when an Oakley Fund has to sell at theend of its life (e.g. Inspired).

Co-Investments:

31 Dec 2017Fair Value

£m

31 Dec 2018Fair Value

£m

Equity Securities

Time Out 41.2 22.3

Inspired 26.2 41.8

Total 67.4 64.1

Equity Debt

Co-investment

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Meeting commitments & maximising returns 11

OAKLEY CAPITAL INVESTMENTS

Conservative cover but avoiding excessive drag

£108m Cash at 31 December 2018

£152m Outstanding commitment to

Fund I, II and III

97%

33%

26%

56%

32%24% 22%

2%

24% 22%16% 18%

0%

20%

40%

60%

80%

100%

120%

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Net Cash as % NAV

Cash / other assets & liabilities

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£41.8m

£71.5m

£13.4m

£39.7m

£15.1m

£45.6m

£29.4m

£80.0m

£30.1m

£72.9m

£63.7m

£0.0m

£50.0m

£100.0m

£150.0m

£200.0m

£250.0m

£300.0m

≥2 years 2-4 years 4+ years

Balanced maturity profile 12

OAKLEY CAPITAL INVESTMENTS

3.5 years average investment holding period

Note: As at 31 December 2018

Casa & atHome

Schülerhilfe

CPG

Facile

TechInsights

WebPros

AMOS

North Sails

Daisy

Inspired

Time Out

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Outlook 13

OAKLEY CAPITAL INVESTMENTS

Strong profit growth, combined with exits above book value will continue to drive returns

▪ Strong performance set to continue. Inflection points reached in the two turn around investments

▪ Further liquidity events expected this year either through exits and/or refinancings

▪ A pan-European portfolio of companies enjoying structural change will be resilient to economic and political uncertainty

▪ 2018 demonstrated the repeatability of Oakley’s unique sourcing model

▪ Further follow on M&A identified

▪ Strong pipeline of opportunities focused on core sectors

▪ The Board will continue to review the opportunity to buy back shares

▪ A conclusion on the appropriate market listing for OCI will be reached in the first half of 2019

▪ Further Board strengthening expected

▪ Relaunch of Annual Report, website and introduction of factsheets

Existing portfolio

New opportunities

Governance

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OAKLEY CAPITAL PRIVATE EQUITY

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MID-MARKET FOCUS

Pie charts are graphed by number of investments in current portfolio as at 30 June 2018 (incl. Damovo)

SECTOR FOCUSWESTERN EUROPE FOCUS

15

€100m-400m

Enterprise value

Consumer

TMT

An established mid-cap investor with superior returns

Education

OAKLEY CAPITAL INVESTMENTS

▪ Attractive bracket of sector champions

with hidden pockets of value

▪ Strong fit with Oakley’s entrepreneurial

culture, core strengths and experience

▪ Regions and countries with strong

entrepreneurial landscapes

▪ Regional variations create opportunities

for repeating strategies

▪ Strong sector fundamentals

• Education: large and growing sector

• Consumer: focus on digitally led models

• TMT: focus on digital infrastructure

companies

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Consistently exceeding its target returns 16

Verivox I

Emesa

Educas

Monument

Broadstone

Headland Media

Host Europe

Daisy plc

Intergenia I

Facile.it

Parship Elite Group

Verivox II

Intergenia II

HEG Damovo

(40%)

(20%)

-

20%

40%

60%

80%

100%

120%

140%

- 1.0x 2.0x 3.0x 4.0x 5.0x 6.0x 7.0x

Gro

ss I

RR

Gross MM

MM & IRR EXITED DEALS

Target 30% IRR

Target 2.5x MM

>10.0x

TMT Consumer Education

OAKLEY CAPITAL INVESTMENTS

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OAKLEY CAPITAL INVESTMENTS

Investment strategy results in acquisitions at low entry multiples and positive multiple arbitrage through value creation

FUND I FUND II

Oakley entry multiple increasing due to mix effects (e.g. higher multiples in Education) but well below sector valuations

FUND III

EV / EBITDA

6.7x

8.8x

10.3x

Entry Oakley

Entry Sector Av.

Exit Oakley

8.1x

10.3x

12.3x

Entry Oakley

Entry Sector Av.

Exit Oakley

10.7x

14.1x

Entry Oakley

Entry Sector Av.

Exit Oakley

Note: Averages are simple arithmetic means across the data sets and include proforma multiples when relevant

17

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CONSUMER

Sector expertise 18

OAKLEY CAPITAL INVESTMENTS

TMT EDUCATION

Fund II asset Fund III assetFund I asset

Oakley’s core concentration is Digital Consumer, with the focus being on marketing-led businesses with leading positions in their respective industries.

£215m 37%Value of OCI NAV

Proven track-record in three core sectors

Originally investing in hosting andtelecoms space, Oakley’s experienceand insightful network has helpedto target businesses that are keyto supporting advancements intechnology.

£115m 20%Value of OCI NAV

£173m 30%Value of OCI NAV

A sector with very attractivefundamentals, Education has grown to become a significant area of investment for Oakley, with portfolio companies across different segments of the market.

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WebPros - TMT 19

OAKLEY CAPITAL INVESTMENTS

COUNTRY:Switzerland/USA

INVESTMENT DATE:April 2017

FUND:III

Global leading SaaS platform for server management

REVENUEDec 2018A $114.0m

VALUATION:£71.5m

OPEN COST:£24.0m

THE OPPORTUNITY: Partnering with proven entrepreneurs to institutionalise an under-managed business with a highly sticky customer base.

EBITDA GROWTHYoY 22%

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OPEN COST:£0.4m

COUNTRY:Canada

TechInsights - TMT 20

OAKLEY CAPITAL INVESTMENTS

Global leader in patent services and advanced technology intelligence

REVENUEDec 2018A $51.8m

EBITDA GROWTHFY17-FY18A 10%

INVESTMENT DATE:May 2017

FUND:III

VALUATION:£13.4m

THE OPPORTUNITY:Leveraging TechInsights' extensive, proprietary technology database and experience to accelerate growth in its subscription business.

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Daisy - TMT 21

OAKLEY CAPITAL INVESTMENTS

#1 independent UK provider of communications, IT and cloud services

REVENUEMar 2018A £684.3m

EBITDA GROWTHFY17-FY18A 31%

OPEN COST:£24.6m

COUNTRY:UK

INVESTMENT DATE:July 2015

FUND:II

VALUATION:£30.1m

THE OPPORTUNITY: Working with an long-established Oakley partner to grow the business through transformational M&A.

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Casa & atHome - Consumer 22

OAKLEY CAPITAL INVESTMENTS

Leading real estate classifieds portals in Italy and Luxembourg

REVENUEDec 2018 LTM €39.0m

EBITDA GROWTHJun 17A - Jun 18A 37%

OPEN COST:£26.3m

COUNTRY:Italy

INVESTMENT DATE:January 2017

FUND:III

VALUATION:£41.8m

THE OPPORTUNITY: Realising synergies through integration of assets and cost optimisation, and then accelerating growth through more efficient marketing and expansion into adjacent product verticals.

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Facile - Consumer 23

OAKLEY CAPITAL INVESTMENTS

Italy’s leading online price comparison platform

REVENUEDec 2018A €87.7m

EBITDA GROWTHFY17-FY18A 35%

OPEN COST:£29.4m

COUNTRY:Italy

INVESTMENT DATE:June 2018

FUND:III

VALUATION:£29.4m

THE OPPORTUNITY:As market leader, Facile is well-positioned to take advantage of expected growth in the Italian price comparison market, which is currently less developed than other European markets.

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Time Out - Consumer 24

OAKLEY CAPITAL INVESTMENTS

A global leading digital brand with a global audience reach of 250 million

REVENUEDec 2018 £47.7m

(1)

EBITDA IMPROVEMENTFY17-FY18

73%

OPEN COST:£112.1m

COUNTRY:Global

INVESTMENT DATE:November 2010

FUND:I & OCI

VALUATION:£63.7m

THE OPPORTUNITY: Transitioning a trusted global brand from print to digital and rolling out the Time Out Market concept to new cities.

(1) Liberum Forecasts – 6 December 2018

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North Sails- Consumer 25

OAKLEY CAPITAL INVESTMENTS

Global market leading high-performance marine and sailing group

REVENUEDec 2018A $232.0m

EBITDA GROWTHFY17-FY18A 12%

OPEN COST:£70.4m

COUNTRY:USA

INVESTMENT DATE:March 2014

FUND:II

VALUATION:£80.0m

THE OPPORTUNITY: A chance to consolidate the leading marine brand with its principal European licensee to deliver significant synergies, as well as develop the brand in apparel and accessories.

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Career Partner Group - Education 26

CPG is one of the fastest growing private university groups in Germany

REVENUEDec 2018 LTM €82.2m

EBITDA GROWTHYoY 86%

[The opportunity – why have we invested?]

OPEN COST:£30.7m

COUNTRY:Germany

INVESTMENT DATE:January 2018

FUND:III

VALUATION:£45.6m

THE OPPORTUNITY:Supporting the continual development of one of the most highly ranked private university businesses in Germany, particularly in the online university and dual studies segments, two high-growth sectors.

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Schülerhilfe - Education 27

#1 provider of after-school tutoring in Germany

REVENUEDec 2018A €79.6m

EBITDA GROWTHFY17-FY18A 12%

OPEN COST:£30.8m

COUNTRY:Germany

INVESTMENT DATE:July 2017

FUND:III

VALUATION:£39.7m

THE OPPORTUNITY: The leading after school tutoring provider in Germany with over 125,000 students, providing better results at a lower cost than competitors, and with a proven track record of highly consistent growth.

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AMOS - Education 28

France’s leading sport business school

REVENUEDec 2018A €12.6m

EBITDA GROWTHFY17-FY18A 44%

OPEN COST:£10.0m

COUNTRY:France

INVESTMENT DATE:August 2017

FUND:III

VALUATION:£15.1m

THE OPPORTUNITY:AMOS provides a platform for a roll-up in the higher education sector, with the aim of replicating the success of Inspired in the K-12 sector.

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Inspired - Education 29

One of the leading premium private schools groups globally

REVENUEAug 2018A €265.2m

EBITDA GROWTHFY17-FY18A 60%

OPEN COST:£36.0m

COUNTRY:UK

INVESTMENT DATE:August 2014

FUND:II

VALUATION:£72.9m

THE OPPORTUNITY:Supporting one of the world’s fastest growing premium private school groups with a buy-and-build strategy: highly attractive market dynamics; long-term revenue visibility; strong cash flow generation and limited cyclicality.

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APPENDIX 1 NARROWING THE DISCOUNT

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Narrowing the NAV discount (1) 31

Topic Status Comment

Prevent NAV dilution

Alignment of interest

Returning cash

“Going forward the Board does not intend to issue equity or sell stock from treasury at a discount to NAV”

Message repeated in 3 public announcements, reiterated in 2018 full year report

OCI Board and Oakley Partners hold c.5% of OCI shares vs 1.2% a year ago

Dividend: FY 4.5p announced in 2018, level to be maintained

Buyback: The board plans to initiate further share buy backs in due course

OAKLEY CAPITAL INVESTMENTS

Greater disclosure Reconciliation of OCI holdings, more investment detail, increased communications2019: introduced Factsheet, more materials available on relaunched website including paid for research

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Narrowing the NAV discount (2) 32

Topic Status Comment

Share liquidity & shareholder concentration

Gold standard listing

Since start of IR programme in 2017, 44% of the register has traded2018 total volume: 98m shares +32% YoY growthAvg daily volume: 387kTop ten holders 79% (today) vs 91% (start of 2017)

Currently Bermuda incorporation & AIM listingA review of the listing has been completed and our legal advice sought regarding our ability to meet main list requirements

Board composition & duration

Accrued significant experienceNew independent candidates being considered

OAKLEY CAPITAL INVESTMENTS

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APPENDIX 2 FEES

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Fees 34

2%

20%

Management feeOn commitment for a 5 year period post Fund inception; thereafter 2% on capital invested

Performance fee On returns above a 8% pa hurdle rate

2%

20%

Management feeOn investments held directly by OCI (i.e. not including the Oakley Funds)

Performance feeOn returns earned by OCI over and above 8% pa hurdle rate on directly held investments

2%Advisory fee Of the equity transaction valueUp to

£Operational costsRecharge costs incurred either directly / indirectly on behalf of OCI

Oakley Funds

Co-investment

OCI administration

OCI makes direct investments in portfolio companies when an investment opportunity is either too large for a Fund or beyond its life span.

OAKLEY CAPITAL INVESTMENTS

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APPENDIX 3 FUND STRUCTURE & THE INVESTMENT TEAM

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Oakley Capital Investments (OCI) 36

L.P.s€908m

Oakley Capital Investments€704m

Portfolio Companies

Oakley Funds (I, II & III)

Investment Adviser

Total Capital Committed

Private Equity Funds

Equity and DebtCo-Investments

OAKLEY CAPITAL INVESTMENTS

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Structure 37

The Company

Oakley Capital Investments Limited

The Administrative Agent

Oakley Capital Manager Limited

The Investment Adviser

Oakley Capital Limited

About OCIOCI is a closed-ended investment companywith the principal objective to achieve capitalappreciation through investments in adiversified portfolio of private mid-marketbusinesses primarily in Europe. OCI offersinvestors a liquid investment vehicle, throughwhich they can obtain exposure to theunderlying Oakley Funds with minimaladministrative burden, no long-term lock-upand no minimum investment size. The OCIBoard has the ultimate decision to invest (ortake any other action). In the ordinary courseit makes decisions, after reviewing therecommendations provided by theInvestment Adviser.

About OCMLOakley Capital Manager Limited (the“Administrative Agent”) providesoperational assistance and services tothe Board with respect to OCI’sinvestments and its generaladministration. The AdministrativeAgent is managed by experiencedadministrative and operationalexecutives.

About OCLOakley Capital Limited (“Oakley”) servesas investment adviser to theAdministrative Agent with respect toOCI. It was incorporated in England andWales in 2000, and is authorised andregulated by the Financial ConductAuthority. Oakley is primarilyresponsible for making investmentrecommendations along withstructuring and negotiating deals for theOakley Funds.

OAKLEY CAPITAL INVESTMENTS

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Leadership team of experienced investment and operational professionals…

Joined Oakley: March 2014

▪ >15 years investment experience▪ Previously a Partner at Cinven▪ Sector experience includes healthcare,

retail, service sectors, consumer

Joined Oakley: January 2017

▪ >15 years investment experience▪ Previously a Partner at Charterhouse▪ Sector experience includes media,

education and business services

Joined Oakley: August 2017

▪ >15 years investment experience▪ Previously Member of Executive Board

and CIO at ProSiebenSat.1▪ Sector experience includes media,

education, consumer and healthcare

Rebecca GibsonPartner

Ralf SchremperPartner

Arthur MorningtonPartner

Entrepreneurial culture & team

Joined Oakley: at inception

▪ Co-founded Oakley Capital with Peter▪ Previously developed Pipex and

365 Media in 2002-07▪ Responsible for operations and

development of Oakley and its activities

Joined Oakley: at inception

▪ >20 years experience▪ Serial entrepreneur▪ Founded Oakley Capital in 2002▪ Success in the public markets and TMT

sector with Pipex and 365 Media

Joined Oakley: September 2007

▪ 20 years investment and operational experience

▪ Previously at Advent and Henderson Private Capital

▪ Sector experience includes media, consumer and digital commerce

Joined Oakley: September 2013

▪ >15 years investment experience▪ Previously a co-founder of a SaaS

internet start-up▪ Sector experience includes TMT and

consumer industries

Alex CollinsPartner

David BrickellPartner

David TillSenior Partner

Peter DubensManaging Partner

38

OAKLEY CAPITAL INVESTMENTS

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APPENDIX 4 FUND VALUATIONS

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Overview of OCI’s underlying investments 40

OAKLEY CAPITAL INVESTMENTS

Fund Investments Sector LocationYear of

InvestmentResidual Cost Fair Value

Fund I Time Out Consumer Global 2010 £44.9m £20.4m

OCI's proportionate allocation of Fund I investments (on a look through basis) £20.4m

Other Assets and Liabilities (£2.3m)

OCI's investment in Fund I £18.2m

Fund II North Sails Consumer Global 2014 £37.6m £39.4m

Fund II Inspired Education Global 2014 £17.2m £31.1m

Fund II Daisy TMT UK 2015 £10.4m £15.2m

OCI's proportionate allocation of Fund II investments (on a look through basis) £85.8m

Other Assets and Liabilites (£14.0m)

OCI's investment in Fund II £71.8m

Fund III Casa / atHome Consumer Italy 2017 £26.3m £41.8m

Fund III Schulerhilfe Education Germany 2017 £30.8m £39.7m

Fund III WebPros TMT Switzerland 2017 £24.0m £71.5m

Fund III TechInsights TMT Canada 2017 £0.4m £13.4m

Fund III AMOS Education France 2017 £10.0m £15.1m

Fund III CPG Education Germany 2018 £30.7m £45.6m

Fund III Facile.it Consumer Italy 2018 £29.4m £29.4m

OCI's proportionate allocation of Fund III investments (on a look through basis) £256.5m

Other Assets and Liabilites (£47.8m)

OCI's investment in Fund III £208.6m

Co-investment:

Equity Time Out Consumer Global 2010 £47.2m £22.3m

Debt Time Out Consumer Global 2018 £20.0m £20.9m

Equity Inspired Education Global 2017 £18.8m £41.8m

Debt Daisy TMT UK 2015 £14.2m £14.9m

Debt North Sails Consumer Global 2014 £32.8m £40.6m

Debt Fund Facilities n/a n/a n/a £30.6m

Total Co-investments £171.2m

Total OCI investments £469.7m

Fund I

Fund II

Fund III

Co-investment

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Fund III – Portfolio details 41

OAKLEY CAPITAL INVESTMENTS

31 December 2018

Returns: 30 June 2018As at 31 December 2018(EUR million unless otherwise noted)

Date of initial

investment

Entry EV(local

currency)% Holding

Total Cost investedDec 2018

Proceeds Fair Value Gross MM Gross IRR

OPEN INVESTMENTS

Casa & atHome Jan-17 € 130.0 83% 104.3 (1) 28.9122.0

1.4x 23%

WebPros (Plesk & cPanel)

Apr-17 $105.0 (2) 51% (3) 65.7 -220.9

3.4x 207%

TechInsights May-17 $71.5 62% 44.5 / 11.9 (4) 12.7 43.6 4.7x 101%

Schülerhilfe Jul-17 € 274.0 48% (5) 85.9 -113.0

1.3x 20%

AMOS Aug-17 € 23.3 74% 27.2 -44.0

1.6x 60%

CPG Jan-18 € 170.0 65% 84.6 -132.4

1.6x 57%

Facile Jun-18 € 445.0 21% 80.4 -80.4

1.0x 0%

Total gross portfolio 460.1 41.6 756.3 1.7x 54%

Net Returns 1.5x 44%

(1) Equity is represented net of €32.8m short term equity bridge; (2) Entry EV presented is for Plesk only (3) Original control investment with dilution to 39% following acquisition of cPanel in September 2018; (4) Underwritten equity of €44.5m was refinanced within 3 months so investment cost was restated to €11.9m; (5) Schülerhilfe – Oakley controls 72% of the ordinary equity

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Fund II – Portfolio details 42

OAKLEY CAPITAL INVESTMENTS

As at 31 December 2018(EUR million unless otherwise noted)

Date of initial investment

Entry EV(local

currency)% Holding Total Cost invested Proceeds Fair Value Gross Money Multiple Gross IRR

EXITED INVESTMENTS

Intergenia Jan-14 € 141.5 51% 49.6 68.1 - 1.4x 46%

HEG Jan-15 € 1,006.0 3% 20.0 42.4 - 2.1x 40%

Parship Elite Group Apr-15 € 101.0 38% 56.7 266.3 - 4.7x 118%

Verivox Aug-15 € 208.0 10% 21.5 53.5 - 2.5x 44%

Facile Sep-14 € 97.8 69% 70.5 261.9 - 3.7x 51%

Damovo Jan-15 € 29.4 57% 10.5 45.2 11.4 (1) 5.4x 56%

Total gross realised 228.8 737.4 11.4 3.3x 63%

OPEN INVESTMENTS

North Sails Mar-14 $172.1 69% 121.0 - 121.2 1.0x 0%

Inspired Aug-14 € 21.8 16% (2) 94.5 52.4 106.4 1.7x 29%

Daisy Jul-15 € 953.6 9% 38.9 1.7 49.8 1.3x 10%

Total gross unrealised 254.5 54.1 277.4 1.3x 10%

Total gross portfolio 483.3 791.5 288.8 2.2x 39%

Net Returns 1.9x 30%

31 December 2018

(1) Amount that Fund II expects to receive in deferred consideration, dependent on Damovo’s financial performance in the year to 31 January 2019(2) Originally control investor before co-invest dilution

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Fund I – Portfolio details 43

OAKLEY CAPITAL INVESTMENTS

31 December 2018

As at 31 Dec 2018(EUR million unless otherwise noted)

Date of initial investment

Entry EV (local currency)

% Holding Total Cost invested Proceeds Fair ValueGross Money

MultipleGross IRR

EXITED INVESTMENTS

Headland Media Jan-08 £4.0 80% 5.7 15.1 - 2.7x 28%

Host Europe Apr-08 £123.0 83% 59.8 146.5 - 2.4x 45%

Daisy plc(1) Apr-08 £153.0 14% 2.9 91.0 - 38.2x 75%

Monument Jun-08 £5.7 51% 4.3 1.8 - 0.4x -11%

Verivox Dec-09 £19.1 41% (2) 5.3 78.0 - 14.9x 72%

Broadstone Nov-10 £14.2 84% 34.2 6.3 0.6 0.2x -31%

Emesa Mar-11 £40.0 68% 14.7 52.0 - 3.5x 109%

Intergenia Dec-11 £84.0 51% 30.4 55.0 - 1.8x 32%

Inspired Jul-13 £63.8 51% 23.9 70.5 - 3.0x 36%

Total gross realised 181.1 516.2 0.6 2.9x 44%

OPEN INVESTMENTS

Time Out Group plc(3) Nov-10 £12.00 34% 82.1 - 34.7 0.4x -16%

Total gross unrealised 82.1 - 34.7 0.4x -16%

Total gross portfolio 263.2 516.2 35.3 2.1x 36%

Net Returns 1.6x 19%

(1) Includes Daisy Data Centre Solutions; (2) Control investment was voting rights were 51% for Verivox (3) Listed since 2016, valuation marked to market

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Disclaimer and important information

▪ These presentation materials (the “Presentation”), which is confidential and may not be reproduced in whole or in part, nor may any of its contents be disclosed to any third party without the prior written consent of Oakley Capital Limited, is for information purposes only and is not an offer or invitation for subscription or purchase of or a recommendation of interests in Oakley Capital Investments Limited or any Oakley Capital Private Equity fund. Information contained in this Presentation is believed by Oakley Capital Limited to be accurate and correct, and statements of opinion in this Presentation are considered by Oakley Capital Limited to be reasonable, in each case at the date stated on this Presentation, but none of Oakley Capital Limited, Oakley Capital Investments Limited or any Oakley Capital Private Equity fund vehicle, any of the partners of such funds accepts responsibility for any such information, and all recipients of this Presentation are expressly warned of the requirement to carry out their own due diligence into any investment opportunity. Recipients should form their own assessment and take independent professional advice on the merits of investment and the legal, regulatory, tax and investment consequences and risks of doing so. Accordingly, except as required by law, none of any Oakley Capital Private Equity fund vehicle, any of the partners of such funds accepts any responsibility to any person for the consequences of any person placing reliance on the content of this Presentation for any purpose.

▪ This document is only intended for the information of persons falling within articles 19 (investment professionals) or 49 (high net worth companies, partnerships, unincorporated associations and trusts) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended. The transmission of this document to any other person in the UK other than persons within the categories stated above is unauthorised and may contravene the Financial Services and Markets Act 2000 (“FSMA”). No person falling outside those categories should treat this Presentation as constituting a promotion to him, or act on it for any purposes whatever. Oakley Capital Limited, which is authorised and regulated by the Financial Conduct Authority, is not giving advice to any person in relation to the Presentation.

▪ Past performance is not a reliable indicator or guarantee of future results.

▪ Oakley Capital Investments Limited, a limited partner in Oakley Capital Private Equity LP and Oakley Capital Private Equity II and Oakley Capital Private Equity III, is a publicly traded company in the United Kingdom. Recipients of this Presentation are reminded that the information contained in this document, which may be deemed inside information, must be kept confidential and they agree to comply at all times with all applicable regulations (in the United Kingdom or elsewhere) including the Market Abuse Regulations relating to market abuse, insider trading and privileged information.

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45

Mintflower Place, 3rd Floor8 Par-la-Ville Road

HamiltonHM08 Bermuda

T: +44 (0) 20 7766 6900E: [email protected]