Company profile

1. Company profile Updated: December 2015

2. Consolving • About Consolving - The company and its values - The owners of Consolving - Our head office • Business solutions - Services - Credentials • Consolving business partners - Consolving network companies

3. About Consolving • The company and its values • The owners of Consolving • CV of Manlio Genero • Our head office • Financial highlights

4. The company and its values Consolving– Soluzioni d’ingegno Srl is an Italian management consulting firm set up on 15 October 2008 by senior owner managers with a high level of skills and experience acquired in the Italian financial sector. Its registered office and operational head office is in Milan (Via Statuto, 10). The Company’s quota capital is fully paid and amounts to € 10,200. Consolving has adopted a business approach typical of the most innovative service companies.  It operates a network business model using its own professional resources, resources from its network and external professionals of the highest standing if needed. The Consolving business model is based on two essential values: independence from the major auditing networks and absence of conflicts of interest with its clients.

5. The owners of Consolving Manlio Genero Majority owner Sole director 60 years old (previously partner in Deloitte Consulting) Bona Bosio Founding Partner 55 years old (previously manager in a US listed Co.) Federico Grillo Partner 45 years old (previously manager in E&Y)

6. CV of Manlio Genero Today • Managing director at Consolving, Structured Finance advisory company and provider of outsourcing services of internal control systems for financial intermediaries and others • Director of Accounting Partners, provider of outsourcing services of accountancy for financial intermediaries and others • Member of the Organismo di Vigilanza of General Electric Italian Holding, the parent company of Italian business of GE • Sole director of n. 6 SPVs established to acquire performing and not performing portfolios Carreer experience • 1979 – analyst at Banco di Sicilia, Turin branch • 1981 – in charge of the training courses for the International/Italian Top management at Olivetti in Ivrea (about 450 trainees) • 1983 – auditor at Arthur Andersen , Turin office. In charge of developing the European Training Courses for Arthur Andersen people of GFSI – Global Financial Securities Industry in Europe. Acting partner in Rome in 1994 • 1995 – conference manager at Paradigma, Turin (more than 70 events, 60 participants on average) • 1999 – founder and head of the Securitization Team at Deloitte Consulting, Milan office.Partnersince 2002. Il Team has been leader in Italy with more than 400 jobs.. The Team also supported Deloitte practices in the South East Europe countries • 2005 – founding partner of Accounting Partners, Turin • 2008 – founding partner of Consolving, Milan, after resigning from Deloitte Consulting Professional qualifications • 1994 – Italian Public Account (Dottore commercialista) enrolled with the Board of Turin at the no. 1642 • 1996 – Registered Auditor (Revisore legale) enrolled with the Ministry of Justice in Rome Publications/Articles • Author of various articles in specialized magazines as well as in GFSI reviews • Chairman and/or speaker in more than 150 training courses, conferences and events in Italy and abroad

7. Our head office Consolving and its network of partner companies have their head office in via Statuto, 10, Milan. The office has been selected in the charming photograph project “Studio di Studi” of ET Gallery. The choice of a single location was dictated by the need to share not only business premises and related costs but also the priorities key to the growth of a network (uniform staff training program, shared scheduling of resources). However, each company is fully autonomous and independent from the others in terms of its commercial plan, marketing tools, working methods and storage of documentation in physical and electronic form.

8. Financial highlights

9. Business solutions • Services • Credentials

10. Services Consolving can offer three different types of services: • Advisory services in the Corporate & Structured Finance market, as organised into six service lines • Process services, as organised into two service lines • Other services

11. Advisory services Advisory services are organised into six service lines: • Support to Structured Finance transactions • Valuation of Non Performing Loan portfolios • Monitoring of the Performance in the Structured Finance transactions • Support to Corporate Finance transactions • Assessment and re-engineering of business processes • Advisory services to guarantee providers (“Confidi”) and other financial entities under Articles former 106 and 107 of “TUB”

12. Support to Structured Finance transactions Services Consolving provides support with Structured Finance transactions (securitisation, covered bonds, asset transfers) and related IFRS/IAS advisory services, typically when the transaction regards an asset portfolio rather than the client company itself. Consolving works together with leading Italian and international investment banks that receive the arrangement mandate for the transaction from the end client. Consolving offers all services needed to close the transaction (upfront phase) and to support the parties involved – transferor and transferee – at a later stage (ongoing phase). Credentials Manlio Genero completed some 150 engagements over around 10 years with Deloitte Consulting where he acted as a team leader in Italy, Greece, Romania and Ukraine. Since it was founded, Consolving has provided support services with many transactions including Agos, CR Volterra, Unibanca, Veneto Banca, Torno International,  Banco Popolare, Emilro Factoring, BCC toscane, Banca di Bologna, Cassa Risparmio di Ferrara, Comifin, Banca Valsabbina, Farmafactoring, CR Cento, CR Bra, Banca Alpi Marittime, CR Cesena, BCC Agrobresciano, CR Savigliano, Mediocredito Friuli Venezia Giulia, Hypo Alpe Adria Bank, BP Milano, Findomestic.

13. Valuation of Non PerformingLoan portfolios Services Consolving provides valuations of Non Performing Loan portfolios(impaired and defaulting) originating from financial intermediaries and related IFRS/IAS advisory services. A wide range of services is offered in this specific segment of the Structured Finance market, ranging from feasibility studies to due diligence work on the portfolio. Credentials Manlio Genero worked on around 25 such engagements over ten years with Deloitte Consulting. Since it was founded, Consolving has provided support with several transactions among which a recurring performance analysis of the portfolios held by a Luxembourg fund and a feasibility study mandated by CR Ferrara. On such projects Consolving can rely on a IT platform called CONSORTED that is accessible online and used to manage distressed portfolios; it was developed with a premier business partner of IBM (DiGi International in Milan) and has been used by three banking groups

14. Monitoring of the Performance Services Consolving provides recurring monitoring services in some Structured Finance transactions for the benefit of the funding bank. The focus is on the performance of NewCOs or SPV established to acquire commercial portfolios or specific businesses. Credentials Consolving gained an unbeatable experience in more than 25 recurring jobs, some of them originated by listed Italian companies: • Energy: GasPLus, Sorgenia, Acegas, EstEnergy • Food: Amadori, Caviro, Conserve Italia, Fileni, GSI, Martini, Pasta Zara, MARR, Unipeg, Ambrosi, Suincom, Granarolo • Telco: Wind • Others: Il Sole 24 Ore, Landi Renzi, Trevi, CLN Group, DedaGroup, Softer, Marcegaglia, Arcelor Mittal, Natuzzi, Meta System, MW

15. Support to Corporate Finance Services Consolving provides due diligence, valuations, pricing and business plan ability to support Corporate Finance transactions, even focused on the recovery of the business if defaulted. Credentials Consolving gained a notable experience in several mandates, among which: • Agos: valuation of notes • Arianna: valuation of a SGR Co. • Blue Skye: valuation of an Holding Co. • Cipriani: valuation of patents and TM • Torno International: valuation of claims From January 2014 Consolving is acting as Agent in the rescheduling of the indebtedness of Beghelli, a listed company. From October 2014 Consolving has been mandated by a SICAV based in Lux to act as IEV – Independent External Valuer for all its investments in Italy. N. 3 Initial Risk Assessments and Business Due Diligence have been performed at the date. Starting from May 2015 Consolving is in charge of the performing of n. 10 Recurring Risk Assessments of investments held by a foreign equity fund.

16. Assessment and re-engineering of business processes Services Consolving can help clients with the assessment and re-engineering of business processes and internal control systems, as required: • during the start-up phase or upon strategic withdrawal from a business sector • during the post closing phase of extraordinary operations like mergers and business combinations • in response to new regulatory requirements Credentials Since it was founded, Consolving has provided support with many important projects including those for Istituto Centrale Banche Popolari Italiane (HR division), Cassa di Risparmio della Repubblica di San Marino (Loans division) and IL Sole 24 Ore (Finance division). Further, Consolving has supported an Italian company to get the ESMA certification to operate as Credit Risk Agency in favour of SMEs.

17. Advisory services to guarantee providers and other financials Services Consolving can provide advisory services to guarantee providers (“Confidi”) and entities under Art. 106 and 107 of the TUB for their transformation into regulated Financial Intermediaries as required by Legislative Decree 141/10. These services include: • Drawing up a business plan • Organisational structure • Corporate governance(duties, rules, delegated powers/proxies) • Regulatory model • Review of operating procedures • Internal control manual • Transition to IFRS/IAS • Outsourcing of control functions (risk management, compliance, anti-money laundering, internal audit) • Checking that owners – direct and indirect – and business representatives satisfy requirements • Preparation of application to Bank of Italy Credentials Consolving has assisted six “Confidi” with their transformation from Art. 106 entities listing to Art. 107 entities listing, this out of around 45 “Confidi” that submitted applications up to 31 December 2009 ( a 15% market share). Currently is in charge to support the first entitlement of a 107 servicer in the new Register of the non-banking Financial Intermediaries.

18. Process services These are organised into two service lines: • Outsourcing of control functions • Outsourcing of corporate services

19. Outsourcing of control functions Services Financial Intermediaries subject to Bank of Italy regulation can outsource or co-source the following functions to Consolving: • Risk Management, organised by type of risk • Compliance and Anti-Money Laundering (AML), organised by type of law and regulation • Internal Audit, organised by type of business procedure • OdV (“Organismo di Vigilanza”), to monitor the compliance to AML regulation (D,Lgs. 231/2001 in Italy) Credentials Consolving has received more than 10 engagements, including: • Innogest, Italy’s leading Venture Capital firm (function now back in the company) • Neafidi, the most important “Confidi” in North-East Italy (function now back in the company) • Rete Fidi Liguria, the most important “Confidi” in Liguria Region • Smartika, Italy’s most innovative website providing access to loans • Ifidi, one of the largest “Confidi” in Lombardia Region • Perennius SGR, one of just three funds of funds in Italy (function now back in the company) • CBN, the Italian entity of the Philippines’ leading banking group (function now back in the company) • Beta Skye, a servicer for the recovery of receivables of Healthcare Italian System’ suppliers • Thule, a servicer for the recovery of NPL portfolios • Oney, an Auchan company Manlio Genero is a member of the OdV of General Electric Italia Holding (GE is the 19° largest group in Italy)

20. Outsourcing of corporate services Services Through its partner firm Accounting Partners, Consolving can offer – on an outsourced or co-sourced basis – all corporate services that a Financial Intermediary might require: • Company incorporation and related formalities • Accounting and reporting • Back office and middle office • Dealings with regulatory authorities • Agency roles • Directorship Credentials Consolving operates through partner firmAccounting Partners which manages with 6 people more than 50 long-standing engagements with many clients for receivables securitisation, with stock brokers, asset management companies, trust companies and payment entities. Manlio Genero is Sole Director of n. 6 SPVs (Special Purpose Vehicles for Securitisation)

21. Other services Consolving also offers the following services: • Supply of temporary managers • Training and conventions

22. Temporary Management Services Through partner firm TManagers, Consolving can select and introduce temporary managers to Italian SMEs in order to provide them with vital support during critical periods for their business, including: • handover from one generation to the next • business restructuring • post merger • development / growth • internationalisation TManagers was incorporated in Milan in November 2011 with an initial stake subscribed by Manlio Genero.

23. Training and conferences Services The Consolving “Training and Conferences” Division provides a real response to the needs of Banks and Financial Intermediaries that must be kept up to date with developments in the sector and with regulations issued by governing bodies and institutions (Bank of Italy, CONSOB, etc). The Division plans seminars, conventions and training courses – also in-house – on topics relating to the core business of the company or on subjects of particular interest for the financial market. Although developed together with the client, the services provided are always on a “turnkey” basis and directly deal with matters such as the choice of subject matter, selection of speakers/tutors, location, etc. Credentials Consolving has organised/sponsored the following initiatives: • 3 Business International and La Sapienza University conferences for “Confidi” • 1 conference on Structured Finance transactions to fund banks • 4 training days for “Confidi” • Lecture for Masters of Economics organised by La Sapienza University in Rome • 1 conference with Assosim on IAS/IFRS, together with Accounting Partners • 3 conferences with Synergia and 3 conferences with Business International on NPLs Consolving has driven an important training project in agreement with Assosim for the benefit of the non-banking Financial Intermediaries after the MEF secundary regulation to the D.Lgs 385/1993 effective from July 2015.

24. Consolving Business Partners • Consolving network companies

25. Consolving Business Partners Consolving works with its own team of full-time employees who have been carefully trained and with the professional resources of the partner firms included in its network. Sometimes, it enters into long-term consultancy agreements with outstanding, senior professionals with specific skills developed during their careers. In total, the Consolving network can count on the skills and experience of some 25 professionals. The following slide provides a brief description of the companies in the Consolving network.

26. Consolving network companies Accounting Partners Srlis an Italy company, incorporated in 2005, with its registered office in Turin and operational offices in Turin and Milan. It provides outsourced corporate and monitoring services to Financial Intermediaries. Its quotaholders include ManlioGenero, MpartnersSrl and Advisory & Finance SA. Since 2010, www.accountingpartners.it . Mpartners Srl is an Italian company incorporated in 2003 by Fabrizio Mandrile. Its registered office is in Turin and it has operational offices in Turin and Milan. Fabrizio Mandrile has vast experience of international accounting principles like IFRS/IAS and FASB. www.mpartners.it Advisory & Finance SA is a Luxembourg company with offices in London, Milan and Bologna. It was incorporated in 2008 to concentrate on the structuring of complex financial transactions and on equity and funding searches. Its representative in Italy is Fabio Stupazzini, formerly of SocietèGenerale and Calyon. www.advisoryandfinance.com TManagers Srl is a company, incorporated at the end of 2011, with its registered office in Milan. It helps find temporary managers for SMEs. The main quotaholder is Claudio Fiume, formerly the owner of ITI Spa, a leading Italian IT company that was sold to French multinational the SOPRA Group. www.tmanagers.com TManagers srl SITL is a legal & tax firm in Milan. It support Consolving when tax problems are material. The main partner is Guido Cinti

27. CONSOLVING Srl Via Statuto, 10 – 20121 Milan Ph. +39 02 58459171 www.consolving.com Contact details for Manlio Genero and Bona Bosio: Manlio Genero Mobile. +39 348 8898341 manlio.genero@consolving.com Bona Bosio Mobile. +39 348 2523545 bona.bosio@consolving.com