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Confidential Information Memorandum

November 2013

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This Confidential Information Memorandum (“Information Memorandum”) is for the exclusive use of the people interested in the proposed sale (the “Proposed Transaction”) of the business of ACC Compressors SpA in Amministrazione Straordinaria (the “Business”).

This version has been deleted of the reserved finan cial information which will be delivered under spec ific request.

It is being made available by Axteria Strategy Consultants S.p.A. (“Axteria”) on behalf of ACC Compressors Spa (the “Seller” and/or the “Company”), to the recipients for the sole purpose of providing information on the Business.

This Information Memorandum is not intended to form the basis of any investment decision. It does not constitute an offer or invitation for the sale or purchase of the Business or any company or interest comprised in the Business or in the Company and neither the Information Memorandum nor its contents shall form the basis of any contract.

This Information Memorandum is confidential as provided in the Paragraph n. 5; please be advised that the Terms And Conditions for the submission of expressions of interest are inserted in the same Paragraph n. 5.

No representation or warranty, express or implied, is given and (so far as is permitted by law and except in the case of fraud) no responsibility or liability is accepted by any person, with respect to the accuracy or completeness of the Information Memorandum or its contents or any oral or written communication in connection with the Proposed Transaction. Only representations and warranties that are set forth in a definitive final written agreement related to the Proposed Transaction, when and if executed and subject to any condition precedent, limitations an restrictions, as may be imposed in such definitive agreement, shall have any legal effect. In all cases, interested parties must conduct their own investigation and analysis of the Business and the data contained in this Information Memorandum. The business and the Company’s respective subsidiaries, affiliates, equity owners, advisors and representatives expressly disclaim any and all liability based, in whole or in part, on such information, errors therein or omissions therefrom.

The information contained in this Information Memorandum is made as of the date hereof unless stated otherwise, and the Company does not undertake any obligation to update this Information Memorandum, to provide any additional information, or to correct any inaccuracies herein which may become apparent.

This Information Memorandum does not create an obligation on the Seller to consider any offer.

The Seller reserves the right, without prior notice and without giving reasons, to reject any or all proposals and/or to negotiate with any prospective purchaser on any terms (and whether individually or simultaneously with any other prospective purchaser) with respect to any transaction involving the Business.

Recipients should inform themselves about, and observe any applicable legal or regulatory requirements in relation to, the distribution or possession of this Information Memorandum. None of the Seller, the Company, or their respective directors, officers, employees or agents, accepts any liability to any person in relation to the distribution or possession of the Information Memorandum in any jurisdiction.

All communications or inquiries of clarification relating to the proposed initiative should only be directed to Axteria, while communications relating to manifestation of interest should only be sent to the Company.

Via Boccaccio 11 20123 Milano Tel. +39 02 72174811 Fax +39 02 72174817 www.axteria.it

Enrico Terenzoni Partner and CEO +39 340 7388181 enrico.terenzoni@axteria.it Fabio Pericolini Manager +39 335 7035759 fabio.pericolini@axteria.it

Federica Magnole r Legal Counsel +39 0434 379925 federica.magnoler@accomp.it Mirko Piccoli Chief Financial Officer +39 0434 379830 mirko.piccoli@accomp.it

Viale Lino Zanussi 11, 33170 Pordenone Tel. +39 0434 379922 Fax +39 0434 379850 www.the-acc-group.com

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Table of Contents

1. Executive Summary ................................. .......................................................................... 3

1.1. Company Overview .......................................................................................................... 3

1.2. Product Overview ............................................................................................................. 4

1.3. Industry Overview ............................................................................................................. 5

1.4. Financial Overview ........................................................................................................... 6

1.5. Investment Highlights ....................................................................................................... 7

1.6. Legal and Juridical Affairs ................................................................................................. 9

2. Industry Overview ................................. ........................................................................... 10

2.1. The Market for Compressors for Domestic Refrigerators ................................................ 10

2.2. Competitive Landscape .................................................................................................. 14

3. Business Overview ................................. ......................................................................... 17

3.1. History and Overview of ACC ......................................................................................... 17

3.2. Products and Applications .............................................................................................. 18

3.3. Sales and Marketing ....................................................................................................... 20

3.4. Loyal Customer Base ..................................................................................................... 21

3.5. Manufacturing and Facilities Overview ............................................................................ 23

3.6. Suppliers ........................................................................................................................ 25

3.7. Management Team ......................................................................................................... 26

3.8. Employees ...................................................................................................................... 28

3.9. Information Technology .................................................................................................. 29

4. Financial Overview ................................ ........................................................................... 30

4.1. Basis of Financial Information ......................................................................................... 30

4.2. Summary of Financial Performance ................................................................................ 31

4.3. Revenues ....................................................................................................................... 32

4.4. Gross Margin .................................................................................................................. 33

4.5. Operating Expenses, EBITDA and EBIT ......................................................................... 34

4.6. Capital Expenditures ....................................................................................................... 35

5. Proposed Transaction Overview ..................... ................................................................ 36

5.1. Legal Basis ..................................................................................................................... 36

5.2. Terms and Conditions ..................................................................................................... 37

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1. Executive Summary

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1.1. Company Overview

Selected Customers

Facilities

Mel, Italy

Total Area: 142,000 m2

Production Capacity: 5.5 million

Source: Company data

The ACC Compressors SpA (“ACC” or the “Company”) is an independent European provider of compressors for domestic refrigerators. Sited in Pordenone, Italy, with manufacturing facilities in Italy (Mel - Belluno), the Company designs, manufactures and markets the most advanced compressors used in household refrigeration. The compressor is a highly technical component, vital to the overall operating efficiency of the refrigerator, and the largest single cost item in the finished product. ACC’s products have a market leading reputation for technology, performance and quality. The Company targets the more profitable high-end of the refrigerator market. The Company’s comprehensive product offering and ability to consistently meet its customers’ service delivery requirements allow it to be a trusted reference supplier to the leading European refrigerator OEMs. As a result, ACC has been the leading independent European manufacturer, even if today, mainly due to internal company issues, its presence on the market has reduced. Despite this, ACC is widely recognized as a product innovation leader.

ACC enjoys exceptionally deep and long-standing customer relationships with the leading refrigerator OEMs in Europe. Key customers in Europe include Whirlpool, Indesit, Electrolux and Bosch-Siemens.

ACC has a manufacturing facility located in Mel (Belluno), Italy, to allow the Company to meet the requirements of its key customers. ACC has made significant recent investment in this facility to upgrade production lines and improve operating capabilities.

Demand for domestic refrigerators in Europe was impacted by the economic downturn of 2008 to 2009, while the Chinese market witnessed continued growth. Following a contraction of European volumes, the market has stabilized and is expected to return to moderate growth from 2014.

Following the market downturn of 2008, the Company started an operational restructuring, which failed and developed into insolvency proceedings at the end of 2012.

In the year ending 31st December 2012, ACC generated revenues of €147.3 million and a negative EBITDA of €6.0 million. Following the internal issues mentioned above, year 2013 is expected to generate revenues of €43.4 million, with a negative EBITDA of €10.2 million.

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1.2. Product Overview

ACC manufactures a complete range of two families of reciprocating compressors for household refrigerators. The company’s main products are represented by Kappa and Kappa-VSD platforms, whose features allow the company to cover 85% of its end market.

This breadth of offering allows the Company to serve as a reference supplier to OEM customers, supplying them across their full refrigerator product range. In 2012, ACC manufactured a total of 2.9 million compressors, with a capacity of 5.5 million pieces.

Compressors have two main characteristics: i) power, or cooling capacity, which is the amount of heat that can be removed from a refrigerator at standard conditions and ii) efficiency, calculated as cooling capacity per unit of input power. While the Company’s existing portfolio includes the full range of power and efficiencies required by customers for medium refrigerators to large, side-by-side units, ACC’s latest, high-efficiency products are targeted at high-end appliances. In this segment of the market, global blue-chip refrigerator OEMs demand innovation, performance and reliability. ACC’s superior products benefit from current trends such as the shift towards larger volume refrigerators and higher efficiency driven by regulation of appliance energy ratings. These trends will result in higher margins for the Company.

The Company’s compressor range includes products compatible with the two types of refrigerants commonly used in new refrigerators. The more environmentally-friendly refrigerant type R600a is used in Europe, while type R134a is the current standard in the United States. While ACC has not historically targeted the United States, its product portfolio allows the Company to supply compressors suitable for all of the major global markets.

The Company’s highly-regarded product portfolio is the result of continued investment in product development. The focus of the Company’s product development strategy is on higher energy efficiency, cost reduction in design or through the manufacturing process, reduced size and lower noise and vibration emissions. Research and development is driven by ACC’s insight into future customer requirements based on the close alignment of the Company’s product development function with its customers’ development programs.

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1.3. Industry Overview

Market Share - Europe

Source: management estimates for 2012

Management estimates that global demand for domestic refrigerator compressors reached 154 million units in 2012. ACC’s key market, Europe, comprised around one sixth of global volume in 2012, at 25.0 million units. ACC’s top positioning, due to the Company’s product range width and cutting edge technology, leads the Company to be considered as a benchmark for OEMs.

The key demand drivers for compressors are:

• Technological innovations driving improved energy efficiency, reduced size and lower noise and vibration emissions;

• Economic growth and improving living standards in emerging countries driving increased penetration; and

• Evolving global regulations driving the demand for higher efficiency compressors.

With high penetration rates of domestic refrigerators, demand in Western Europe is driven by new household creation, replacement and the trend to larger capacity and higher cooling efficiency refrigerators. Lower but rising penetration rates in Eastern Europe are a core driver of future European demand.

Industry standards are driven by global and national regulations aimed at reducing the environmental impact of refrigerators, such as the European Union’s energy rating system, China’s Energy Conservation Law and the United States’ “Energy Star” regulations. Key areas of regulatory focus are minimum energy efficiency requirements, improved energy efficiency labelling and transparency and the type of refrigerants utilized.

There are 2 main types of refrigerants in current use, R600a and R134a. R600a, typically used in Europe and China, demonstrates higher cooling efficiency than R134a. The North American market uses only R134a refrigerant, which requires larger compressors operating at higher pressure and using thicker steel, resulting in larger, more expensive and less environmentally friendly compressor units.

The market for domestic refrigerator compressors is highly concentrated, with the top 6 players accounting for over 70% of the global market. The largest manufacturers of compressors, aside the independent Chinese manufacturer Jiaxipera, are the captive manufacturers of Whirlpool (Embraco), Panasonic (Matsushita), Wanbao and LG.

ACC holds a 12% market share in Europe and it is the supplier of choice for OEMs who are not integrated or have a captive manufacturer of compressors but seek to balance their compressor sourcing with an independent supplier.

European and Chinese Household Compressor Markets For the Years Ended and Ending 31 December 2002A – 2014F (millions of units)

31.6 33.4 34.4 32.4 33.1 34.1 30.7 26.2 26.4 26.5 25.0 25.5 25.4

20.0 23.5 30.0 31.3 37.747.3 52.0 68.4 73.3 78.4 81.6 84.8 88.2

51.6 56.964.4 63.7

70.881.4 82.7

94.6 99.7 104.9 106.6 110.3 113.6

.00

20.00

40.00

60.00

80.00

100.00

120.00

2002A 2003A 2004A 2005A 2006A 2007A 2008A 2009A 2010A 2011A 2012A 2013F 2014F

Source: Company market analysis Note: A – Actual, E – Expected, F - Forecast

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1.4. Financial Overview

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1.5. Investment Highlights

Top Global Compressor Manufacturers (millions of units)

Source: management estimates for 2012

ACC is a European independent developer and manufacturer of reciprocating compressors for household refrigeration, with a proven track record of serving leading global OEMs, an unparalleled track record of innovation and a broad product portfolio.

Product competitiveness

ACC is renowned as the manufacturer of leading compressor technology in the industry. The ability to provide innovative products, in step with evolving customer requirements, is the result of the close co-ordination between ACC’s product development efforts and its customers’ own product development teams.

The Company is focused on innovation and product improvement to deliver market-leading performance and product reliability. Variable Speed Drive Compressors represent the result of such commitment, allowing the company to have a great competitive advantage towards most of other players.

Recognized strategic positioning

ACC is an independent manufacturer of compressors for domestic refrigeration in Europe, with a 12% European market share in 2012. Its independence has allowed it to acquire and develop long-standing relationships with blue-chip OEMs, such as Electrolux and Whirlpool, which are unrivalled by any competitor.

The fact it is geographically located in the middle of European refrigeration production system and it represents the only European alternative to Secop Gmbh allow the company to hold a strategic position within the European market.

Industrial sustainability

The Company can rely on a series of factor that represent the basis for its industrial sustainability in the medium and long terms.

The strive for continuous excellence through innovation, allows the Company to develop leading products in the long term. Platform K is an example of the Company’s way of working: its production has been introduced in 2006 and it still represents one of the best compressor of the all sector.

Investment Highlights

• ACC’s compressor is one of the best product in the market, showing a wide application ranges, among which variable speed compressors (VSD) is a great competitive advantage towards most of others players

• Production process and plant efficiency are excellent, reaching an higher production flexibility

• ACC has a good positioning on both commercial (sales focused on the higher segment of European OEMs) and geographical sides (near main Europeans refrigerators production sites), representing the only European alternative to SECOP in the compressor market

Product competitiveness

Recognized strategic

positioning

Industrial sustainability

• ACC is an integral part of Italian major appliances industrial system . Its disappearance will produce an irreversible loss of know-how for the whole Italian industrial system

Strategic relevance for the country

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Selected Customers

Moreover the Company’s assets, specifically the plant located in Mel, provide the flexibility required to guarantee high level of efficiency and product quality levels, even when variations in production occur. Its geographical positioning in the middle of European refrigerator production system has moreover a logistics benefit.

Last but not least, ACC's competences, know-how and manpower culture are recognized and appreciated by main refrigerator manufacturers, who engaged in long-standing relationships with the Company.

Strategic relevance for the country

Italy represents the most important appliances producer in Europe with a long established know-how and expertise.

Major appliances sector is very important and strategic to the Italian economy but its competitiveness has been undermined after the economic downturn of 2008. The weakening of the sector has brought strong occupational relapses

Nowadays the sector accounts for around 130.000 employees but major appliances manufacturers have announced lay-offs that threaten more than 8.000 jobs. The Government, in particular the Ministry of Economic Development, has therefore started to work to preserve the continuity and prosperity of the sector.

ACC’s location in the hearth of the Italian major appliances industrial system constitutes a relative competitive advantage for the Company.

Furthermore, its upstream positioning along the value chain of major appliances, attributes the Company a strong role within the sector.

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1.6. Legal and Juridical Affairs

On 27 August 2013, ACC has been admitted by the Court of Pordenone to the extraordinary administration proceedings pursuant to the Italian Legislative Decree 8 July 1999, n. 270, (the EA Law).

As a consequence Mr. Maurizio Castro has been appointed as Extraordinary Commissioner of ACC. In the frame of the extraordinary administration plan, the Extraordinary Commissioner aims at gathering possible expressions of interest in the purchase of the business of ACC.

The invitation to submit - by and no later than 24:00 pm CET on 15 December 2013 (hereinafter the “Term”) - non binding expressions of interest for the purchase of the business of ACC is published by the Extraordinary Commissioner of ACC on 29.11.2013, (hereinafter “Invitation”), by advertising it on the following newspapers, “Il Sole 24Ore” and “The Financial Times”.

The Invitation refers to the terms and conditions, contained in the present Information Memorandum (for further details please see section 5), published on the same date, in the dedicated areas, on the following websites (hereinafter the “Websites”):

- www.the-acc-group.com (ACC’ website under Section Focus)

- www.fallimentipordenone.com (Court’s website, only for registered users, under Section “Documenti Caricati”).

To ensure a better evaluation of the object of the proposed transaction, it is important to highlight that the EA Law provides that:

- unless otherwise agreed, the liability of the purchaser for debts relating to the exercise of the transferred businesses, prior to the transfer, is excluded;

- the agreement - that will be subject to authorization by the Italian Ministry of Economic Development, following consultation with the Supervisory Committee – for the transfer of business from ACC Compressors to the purchaser, shall establish, inter alia, the obligation of the latter to continue such business and preserve the occupational levels there established, for 2 calendar years at minimum.

For the sake of clarity, it is hereby précised that for this kind of insolvency procedure, the EA Law, under art. 62, imposes also to proceed to the following activities in order to make a valid and effective purchase:

- perform an expertise on the Business value;

- proceed to adequate forms of advertisements;

- obtain the authorization to the purchase by the MED and the Supervisory Committee.

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2. Industry Overview

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2.1. The Market for Compressors for Domestic Refrigerators

Industry and Global Market

ACC is a European independent manufacturer of compressors for domestic refrigerators. The Company’s represents the only European alternative player to the German multinational Secop Kompressoren Gmbh. ACC’s customers include the largest global household appliance manufacturers such as Electrolux, Whirlpool and Haier, B/S/H and Arçelik.

Management estimates that the global compressor market totaled 154.2 million units in 2011. In the last 10 years the market has experienced rapid volume growth in Eastern Countries; in particular China has quadrupled its levels since 2002. On the other side, old western Economies (Europe and North America) have faced the effect of the global economic downturn of 2008 and 2009, resulting in a 20% fall in demand. European volumes in particular, after a bad 2012, are expected to return to growth in 2013 and stabilize over 2014. The Chinese market is expected to continue growing at a rapid pace in the medium term, with some moderation thereafter.

European and Chinese Compressors Markets

Demand for domestic refrigerator compressors is driven by the underlying demand for refrigerators. ACC supplies compressors to refrigerator manufacturers mainly based in Europe for refrigerators sold globally. ACC is the reference domestic compressor manufacturer in Europe for leading refrigerator manufacturers, such as Bosch Siemens, Electrolux, Indesit, Whirlpool and Arçelik. At the lower end of the domestic refrigerator market, competition is price-led, which leads to significant focus on component costs, including the compressor. At the higher end of the market, where ACC is active, competition is focused on brand, technology and reliability, with a smaller number of low-cost competitors, and particular focus on component quality and reliability.

The Western European domestic refrigerator market is characterized by high penetration rates of c. 95% with demand driven by replacement, new household creation and the trend towards higher cooling efficiency. The lower, but rising, penetration in Eastern European markets (at approximately 60%) is a core driver of future European demand.

The manufacturing of refrigerators for the European market, most significantly at the high-end of the market, remains predominantly Europe-based as a result of the significant costs involved in transporting bulky finished refrigerators and the logistical difficulties of meeting retailer lead times when manufacturing outside Europe.

Evolution of Global Household Compressor Demand For the Years Ended and Ending 31 December 2002 – 2011 (millions of units)

31.6 33.4 34.4 32.4 33.1 34.1 30.7 26.2 26.4 26.5

20.0 23.5 30.0 31.3 37.7 47.3 52.0 68.4 73.3 78.418.3 18.719.2 19.4

19.518.8 16.7

14.9 14.8 14.7

17.9 18.519.1 19.5

20.321.3 21.3

22.1 22.9 23.8

8.0 8.18.3 8.5

8.99.7 9.7

9.8 10.3 10.9

95.8 102.2111.0 111.1

119.5131.2 130.4

141.4 147.7 154.3

.00

20.00

40.00

60.00

80.00

100.00

120.00

140.00

160.00

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

Europe

China

North America

Asia & Pacific

Rest of World

Source: Management estimates based on Freedonia Group Industry Studies, BSRIA Industry Studies, GFK Statistics, Light Industry Chinese Statistics,

Appliance Magazine, Appliance Design Magazine, China NBS, Asercom Statistics, OEMs and Competitor Reports

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European refrigerator manufacturers are increasingly locating their manufacturing operations in lower-cost Eastern European countries. It is nevertheless important to highlight that the entry of Asian players in the European market of compressor for high-end refrigerators has led to a slight decrease in price.

Following the 2008 downturn, Europe has faced an uncertain economic environment. This, coupled with the high refrigerator penetration rates, has led to lower compressor demand. The year ended on 31st of December 2012 has seen a small decrease in volumes compared to 2011. However the Management expects to experience in 2013 a slight increase over 2012, followed by stabilization from 2014 onwards. Management does not expect any significant changes in the structure of the market, with the cumulative market share of the top six manufacturers remaining constant.

The Chinese market for domestic refrigerator compressors is driven by domestic and export refrigerator demand. With low penetration and rising incomes, domestic demand for refrigerators is growing quickly. In addition, increasing levels of refrigerator manufacturing for export in China has resulted in overall domestic demand for compressors experiencing rapid growth over the last 10 years. Chinese manufacturers have set targets of incrementing exports to Europe, where products are based on the same refrigerant (R600a).

Refrigerant Types

The refrigerant is the substance used in the refrigerator cooling system’s heat cycle to produce the required cooling effect. Until 1988, refrigerators used Chlorofluorocarbons (CFC), such as R12 and R22, which were phased out due to their adverse effect on the ozone layer. The first replacement introduced was R134a, a hydrofluorocarbon (HFC), which exhibited no effects on the ozone layer. However, the radiation properties of R134a make it a powerful global warming agent.

Therefore, in 1993 major European manufacturers switched to R600a, a hydrocarbon (HC). Studies showed that R600a has significantly less impact on global warming and also produces energy savings of up to 20% over R134a and CFCs. This is the result of a combination of lower leakage, pressure loss and condenser pressure as well as double the heat transfer coefficient of R134a which allows the design of smaller, cheaper and more efficient compressors.

European and Chinese Household Compressor Markets For the Years Ended and Ending 31 December 2002A – 2014F (millions of units)

31.6 33.4 34.432.4 33.1 34.1

30.726.2 26.4 26.5 25.0 25.5 25.4

0.0

5.0

10.0

15.0

20.0

25.0

30.0

35.0

40.0

Europe

20.0 23.530.0 31.3

37.747.3 52.0

68.473.3

78.4 81.6 84.8 88.2

0.010.020.030.040.050.060.070.080.090.0

100.0

China

Source: Management estimates based on Freedonia Group Industry Studies, BSRIA Industry Studies, GFK Statistics, Light Industry Chinese Statistics,

Appliance Magazine, Appliance Design Magazine, China NBS, Asercom Statistics, OEMs and Competitor Reports

CAGR '02-'11: 16.4%

CAGR '11-'14: 4.0%

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As shown below, European refrigerators are mostly based on R600a. The R134a-based refrigerators in Europe are predominantly found in Eastern Europe and Turkey. China is currently phasing-out R134a and replacing it with R600a. Conversion of the North American market to R600a is not expected in the near term. Management believes that other countries will be driven to switch to R600a by cost advantages, broadening potential markets for ACC’s products.

Xxxxx

Environmental Impact of Refrigerants

Refrigerant R12 R22 R134a R600a

Class CFC HCFC HFC HC

Atmospheric Lifetime (Years) 130 15 16 <1

Ozone Depletion Potential 1.0 0.07 0 0

Global Warming Potential 8500 1700 1300 8

Source: World Meteorological Organization 1991, Intergovernmental Panel on Climate Change 1994

Note: 100 year basis

Market Segmentation by Refrigerant Type

Source: Management estimates based on Freedonia Group Industry Studies, BSRIA Industry Studies, GFK Statistics, Light Industry Chinese Statistics,

Appliance Magazine, Appliance Design Magazine, China NBS, Asercom Statistics, OEMs and Competitor Reports

Evolution of Global Refrigerant Use For the Years Ended and Ending 31 December 2010A – 2013E

2010A 2013E

Refrigerant R600a R134a R600a R134a

Europe 86% 14% 88% 12%

China 78% 22% 84% 16%

North America 0% 100% 5% 95%

Asia & Pacific 33% 67% 33% 67%

Rest of World 4% 96% 6% 94%

Global 60% 40% 65% 35% Source: Management estimates

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Legislation and Efficiency

In 1995, a European Directive introduced mandatory home appliance energy ratings. Since then, the continued evolution of energy efficiency legislation has progressively eliminated the lower categories from sale in the European Union (EU). Established in 2003, the permitted EU energy efficiency classes ranged from ‘B’ to ‘A++’. Appliances rated below ‘B’ (energy efficiency index of 55 to 75) can no longer be sold in the EU.

In order to reach its target of a 20% emissions reduction, as outlined in the Energy Efficiency Plan (‘EEP’) by the European Commission (through Directive 2010/30/EU), lower ratings (‘A’) will be banned and new higher efficiency ratings (‘A+++’) introduced in 2012. With the speed of development and increased importance of energy-saving, tighter regulation of energy efficiency is expected. This will drive demand for top efficiency and variable speed compressors.

In China, minimum efficiency standards and appliance efficiency labelling were introduced in 1998 as part of the Energy Conservation Law. Since then, China’s Institute of Standards has brought in two-tiered standards that drive manufacturers to achieve more stringent requirements over time. These targets are continuing to evolve, with the last revisions in 2008 and 2011. There are also voluntary labelling schemes (similar to the US Energy Star), where 3rd party testing of appliance energy efficiency can qualify a product for a superior standard label.

The Chinese Government is also supporting domestic demand with incentives for the use of low-energy appliances and replacement of older and less efficient units. This initiative has been approved until 2014. With this focus on reduced energy consumption, high efficiency compressors will be crucial to improving domestically produced appliances to achieve higher levels of efficiency. In addition, the presence of Chinese refrigerator manufacturers in the European market will require them to meet increasingly strict European standards.

In North America, the “Energy Star” rating, introduced by the US Environmental Protection Agency (‘EPA’) in 1992 for computer products, has provided strong incentives for OEMs and end customers to improve efficiency. Qualifying products must perform 20% more efficiently than the minimum federal standard as outlined in the National Appliance Energy Conservation Act (‘NAECA’). Since its application to refrigerators in 1996, the rating has been revised on 3 occasions, in 2003, 2004 and 2008. On each occasion, the minimum efficiency requirements have been increased. These evolving requirements will drive appliance redesign to integrate the highest levels of efficiency and variable speed compressors.

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2.2. Competitive Landscape

As a European independent manufacturer of compressors for domestic refrigerators, ACC competes primarily with other independent manufacturers (both European and foreign), but also with captive manufacturers who are vertically-integrated divisions of domestic appliances groups. Vertically-integrated refrigerator manufacturers, in order to access the newest technology and to reduce component costs, often operate a dual-sourcing strategy for the provision of compressors, mixing internal sourcing with purchases from independent manufacturers. For instance, ACC supplies a high proportion of Whirlpool’s European compressor demand demonstrating the value of ACC’s technology.

The industry has high barriers to entry for new potential compressor manufacturers. Relationships with refrigerator manufacturers are strong and highly based on a demonstrated track of reliability, coordinated product development and continuous interaction between supplier and customer, which eventually leads to the creation of trust. In addition, the compressors’ high technological sophistication requires significant expertise and constant innovation, attributes that represent sources of competitive advantage for long-standing manufacturers.

Product Range

Key features of a compressor are its power (cooling capacity) and its efficiency. Compressor manufacturers offer a wide range of products covering different levels power and efficiency in order to fulfil the needs of large refrigerator manufacturers across their entire range of products. Offering a wide range of products is a prerequisite to becoming the reference supplier to global refrigerator manufacturers. Holding a position of reference supplier is important because it can bring additional advantages, namely the possibility of receiving new refrigerator designs before any other compressor manufacturer that facilitates the inception of joint product development projects and enables the compressor producer to be selected as the supplier of choice.

Foundations for the building of a competitive advantage position are a superior product quality, a high level of service and the long-standing relationships with customers. Relationships with customers, especially the ability to leverage them, are really important. As a matter of fact, successful product development initiatives are typically the result of the constant interaction with the customers’ product development teams.

The table below furnishes an overview of the product portfolios of ACC’s main

Household Refrigerator Supply Chain

Raw materials and components

suppliersCompressor

manufacturers

OEMs that assemble refrigerators

OEMs vertically integrated

Other components manufacturers

• Hot/cold rolled steel

producers

• Copper wire rod

producers

• Plastic component

manufacturers

• Indipendent compressor manufacturers

• Captive compressor manufacturers

• Wired/toughened glass shelves

manufacturers

• Etc.

FinalCustomers

• Household refrigerator manufacturers

• Branded and unbranded ("white label")

manufacturers

Source: Company

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competitors.

Market share

The analysis of the global market of compressors reveals that, on the basis of the volumes of units sold, four out of the first five World’s largest manufacturers are captive (namely Embraco, Panasonic, Wanbao and LG). The only independent manufacturer in the World’s top-five is the Chinese manufacturer Jianxipera, which with a total of 26 million units sold ranks second, behind the Brazilian giant Embraco (Whirlpool’s captive compressor manufacturer). Moreover the analysis underlines that market for domestic refrigerator compressors is highly concentrated, with the top 6 players accounting for over 70% of the global market.

Overview of Key Competitors

Competitor Cooling capacity Efficiency Key customers

L M H L M H T

• European OEMs

• European and Asian OEMs

(Arçelik)

(Whirlpool) • European and Asian OEMs

• Arçelik

• LG, Arçelik, BSH, Vestel

• BSH, Whirlpool, Gorenje

• Arçelik, small OEMs

• Atlant, OEMs ex-CIS

• Asian and European OEMs

• Asian and European OEMs

IndipendentEuropean

Manufacturers

Captive Competitors

OtherCompetitors

Product Range

• N.A.

Type

Source: Management market analysis based on Freedonia Group Industry Studies, BSRIA Industry Studies, GFK Statistics, Light Industry Chinese Statistics, Appliance Magazine, Appliance Design Magazine, China NBS, Asercom Statistics, OEMs and Competitor Reports Note: L – Low, M – Medium, H – High, T – Top

Company’s European Market Share For the Year Ended 31 December 2012

12%

22%7%

23%

17%2%

10%

7%

OtherAsian

players

Source: Management estimates based on Freedonia Group Industry Studies, BSRIA Industry Studies, GFK Statistics, Light Industry Chinese Statistics, Appliance Magazine, Appliance Design Magazine, China NBS, Asercom Statistics, OEMs and Competitor Reports Note: market shares are computed taking into account ACC’s current perimeter (i.e. production volumes in the plant located in Mel - Belluno)

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The analysis of the European compressor market shows that ACC’s market share in 2012 was 12%. It is important to remark that this is the result of the separation from ACC Austria Gmbh, occurred in 2013, which deprived the company of an additional 22% market share.

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3. Business Overview

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3.1. History and Overview of ACC

ACC began producing compressors, as part of the Zanussi Group, in Pordenone (Italy) in 1966. The Company’s compressors were used almost exclusively in Zanussi appliances. In 1982, the Company expanded its footprint by acquiring a former Bosch manufacturing facility in Furstenfeld, Austria.

In 1984, the Electrolux Group acquired the Zanussi group. The merger between Zanussi and Electrolux components divisions gave birth to 3 divisions: motors, compressors and other components.

In 1992, in order to access the increasingly important production of domestic refrigerators in China, the Company established a joint venture in partnership with a local Chinese partner. Zanussi Elettromeccanica Tianjin Compressor (“ZEL Tianjin”), focuses its activity on the development, production and sale of compressors for domestic refrigerator manufacturers in China, with a production facility in Tianjin.

In 2000, the Electrolux Group decided to divest a number of its component manufacturing divisions in order to focus on its finished appliances core business. Electrolux’s household motor business (Sole Motors) was acquired through a management buy-out supported by financial investors. In August 2003, a consortium of private equity investors carried out the secondary buy-out on the motor business and, in a simultaneous transaction, acquired from Electrolux the household and commercial compressor business. The combined company was renamed Appliances Components Companies (“ACC”).

The global economic downturn of 2008 and 2009 led to lower demand for domestic appliances in Europe and, ACC undertook a program of divestments. The Shareholders divested the Spanish commercial compressor business unit (Appliances Components Companies Spain S.A., which was renamed Cubigel Compressors S.A.) in January 2009 and of the motor business (Sole Motors) in January 2010, the Chinese joint venture ZEL Tianjin in 2013. Finally insolvency proceedings concerning the Austrian subsidiary ACC Austria Gmbh, caused the loss of its Austrian management in 2013.

As a result of these divestitures, the Company is exclusively focused on compressors for domestic refrigerators. However, the Company retains the technological know-how necessary to reenter the commercial compressor market through the retrofitting of certain manufacturing lines in Mel, Italy.

The historical path of ACC can be summarized in 5 main strategic phases (depicted in the figure below), each one characterized by a specific ownership, management and management footprint.

ACC’s Historical Path

Development and acquisition

Consolidation and rationalization

Focus and maintenance Divestments

• Plants closure USA, Mexico, Egypt and China (JV)

• Light commercial market exit

• Motors plants sale

• China plant sale

• Loss of ACC Austria management

• Asset sale

• Group expansion

1966 - 1999 2000 - 2003 2004 - 2008 2009 – 2013H1

Ownership

Management

Management features

Period

FundsManager Alix Partners

(Taranzano – Fornasier)

Strategic phase Relaunch

• Financial restructuring

• Operational turn around

• Business sale plan

2013H2 - present

Extraordinaryproceedings

Source: Company

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3.2. Products and Applications

ACC designs, develops and manufactures a comprehensive range of reciprocating compressors for household refrigerators in Italy. The Company End market is represented by the refrigerator production by OEMs Its broad product range allows ACC to meet the compressor needs of its customers across their entire product portfolio.

ACC’s customers’ key purchasing criteria are product quality and reliability. As the compressor is the most significant component included within a finished refrigerator, ACC’s reputation for technical expertise and exceptional product reliability is a key advantage over its competitors.

Refrigerator compressors are evaluated according to two key qualities, respectively their cooling capacity, i.e. the power of their capacity to cool, and cooling efficiency, i.e. the energy required to achieve their cooling level. Cooling capacity, measured in Watts, typically ranges from 50W to 250W while cooling efficiency, measured by the Coefficient of Performance (W/W), ranges from 0.9W/W to 2.0W/W.

ACC’s product portfolio covers a wide range of performance and power levels. The Company’s product development is, at the same time, focused on delivering superior cooling efficiency that requires greater technical capabilities and therefore generates higher product margins.

ACC’s product development ensures the company both wide power range, spanning 57W to 217W, and efficiency range, spanning 1.5W/W to over 1.9W/W. This allows the company to cover around the 85% of the market for household refrigerators.

Overview of Refrigeration Compressor Uses

Kappa Kappa-VSD

Source: Company

ACC’s Product Portfolio by Power and Efficiency

Power (W)

Effi

cien

cy –

CO

P (

W/W

)

Q

(Not in production)

Efficiency level no more required

Power required from 80% of household market

85-90% of household market is covered in terms of performances

Kappa - VSDKappa Motor II Gen.

KappaII and III

Generation

• HXK• HTK• HKK• HMK

Source: Company

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It is worth to underline ACC’s strategy focus on higher CoP is backed by strong regulatory provisions that require increasing energy consumption efficiency rates, resulting in rising demand for higher CoP compressors.

ACC Product Portfolio

ACC’s production is concentrated in the plant, sited in Mel (BL), with an annual production capacity of 5.5 million compressor units, split in three different production lines linked to the platforms Kappa, Kappa-VSD and Q. Nowadays only Kappa and Kappa-VSD platforms production lines are the in operations, for a maximum capacity of around 4 million pieces.

The Kappa platform has been developed in the early 2000s in Italy, though in the beginning it was industrialized and manufactured in the Austrian subsidiary’s plant. From 2005 its production was extended to the Mel plant. Second and Third Generations (with the First out of production) represent nowadays almost the totality of ACC’s production volumes and they are produced in four families (HXK, HTK, HKK and HMK), with different cooling power (ranging from 90W to 200W) and the capability of reaching CoPs between 1.5W/W and 1.9W/W.

The Kappa-VSD platform, second platform currently in production, represent ACC’s most technologically advanced product. The Variable Speed Drive (VSD) allows the compressor to operate at variable speed (revolutions per minute) depending on the cooling requirement at a given time, allowing to achieve greater efficiency levels and minimize peak power consumption. The combination between the VSD and mechanics derived from platform Kappa enhances compressor performances. With CoPs greater than 1.9W/W, Kappa-VSD reaches efficiency levels 30% greater than a traditional system, ensuring cooling power ranging between 57W and 218W. This technology allows the company to minimize the number of platforms required to serve same markets, improving overall production efficiency.

The K-VSD platform has been developed and introduced in Mel in the second half of 2010 and first samples were produced starting from 2011. Nowadays the platform is in the initial phase of its lifecycle, with relevant possibilities of further development in the coming future.

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3.3. Sales and Marketing

The Company’s sales strategy, centered on the premium segment, foresees the preservation of close relationships with its existing customers while leveraging its brand to gain additional sales. The Company’s products are marketed under the ACC brand owned by ACC Compressors.

ACC has long-standing and consolidated relationships with all European OEMs, as it is reputed as a manufacturer of high quality and cutting edge technology products.

The Company’s sales force consists of a group of account managers, dealing with both large and small customer accounts, along with a sales planning team dedicated to daily sales order processing and production planning.

Alongside the Sales team, ACC operates a Product Development team, responsible for ensuring that ACC is closely integrated with its customers’ product development programs.

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3.4. Loyal Customer Base

ACC has transformed over the past years from a captive manufacturer into an independent European producer. The Company’s customer base is comprised of all the key European refrigerator manufacturers. ACC’s end market features (focus on the production of high-end refrigerators and appreciation for short lead-times) allow the company products to stand out from their competitors’ ones. As a matter of fact ACC’s compressors are perceived as the most important component for the refrigerator manufacturing value chain. The Company’s strong and stable relationships with all the key European OEMs are built on its reputation for product innovation, superior product quality, on-time delivery and competitive pricing.

ACC leverages its strong client relationships to plan its product development initiatives in close alignment with its clients’ development teams. Such deep relationships represent a real competitive advantage for ACC in Europe by creating a product lock-in effect.

Despite the complex situation hitting the company in 2013, our customer base has believed in our recovery plan and it has granted trust by placing orders expected to reach 3.6 million pieces in 2014. This commitment is due to the quality of our products and processes, our reputation and historical relationships.

Household Refrigerator Manufacturers

ACC’s customer base, as stated in the previous sections, is represented by household refrigerator manufacturers that assemble their product in European facilities, which traditionally operate strict supplier qualification procedures. The Company has established relationships with manufacturers such Electrolux, Whirlpool, Bosch/Siemens, Liebherr. The Company’s effort, centered on the monitoring of potential customers, has brought to the acquisition of customers in EU neighbors countries’ markets such as Arçelik and Vestel.

The European market, in its maturity phase, enjoys long-term supplier-customer relationships and offers ACC a stable customer base. As a result ACC’s order volumes have stabilized in the last three years.

ACC’s Sales Volumes For the Years Ended 31 December 2008A-2014F (millions of units)

3.6

3.13.5 3.5

2.9

1.4

3.6

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

2008A 2009A 2010A 2011A 2012A 2013E 2014F Source: Company data

Key Customers

Source: Company data

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The emerging of company issues in 2013 has caused a fall in the orders, with expected volumes for a total of 1.4 million pieces. Nevertheless the management, aware that the main cause of the orders drop is a temporary fall in customers’ trust, expects for 2014 a reprise in the number of compressors sold following a strong work of trust re-building done during the last months and aware that this year represent an extraordinary event in a stable track record.

The Company’s long-term-stable relationships mean that annual price and volume agreements are often reached without formal contracts. The Company commits to a price list for a client, based on the customer’s planned volume for the year ahead. Customers place daily orders to ACC such that, while volumes may fluctuate within a year based on customers’ production schedule, overall annual volumes are typically met. The Company’s ability to offer this flexibility to its customers’ supply chain given its proximity affords it another competitive advantage relative to Asian compressor manufacturers.

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3.5. Manufacturing and Facilities Overview

ACC’s production geographic position provides the Company with a significant competitive advantage. The Company’s production footprint is in fact the proximity to its customers, allowing ACC to meet the short lead-times of approximately 2 weeks, as is typically required.

In addition, ACC’s strong in-house manufacturing capabilities ensure it is able to pursue regular product development and maximize quality and design efficiency. ACC has assembled a strong team of engineers and a technically-skilled workforce.

There are also ongoing projects to expand existing production capacity for its well-established products at a limited cost. In addition, there is capacity to expand production through the retrofitting of currently unutilized manufacturing lines.

Facilities

Manufacturing

The Company’s highly automated production activities include both in-house component manufacturing and the assembly of finished compressors using manufactured and outsourced components. ACC’s manufacturing platform allows the production of the two major product lines, with capacity of up to 5.5 million units per year.

The manufacturing process has nine major stages with many components manufactured in-house to achieve cost savings and ensure quality control, especially in logistics, rust protection, handling and stock. Raw materials such as bar and rolled steel, copper and aluminum wiring, unmachined die castings and plastic insulation arrive in the plant and are then used to manufacture the individual components for the piston, crankshaft, crankcase, valve plate, stator connecting rod and shell. The Company sources certain electrical and mechanical components such as electronic control modules, ball bearings, commutators, thermoprotectors, brushes, tachometers and plastic components. ACC then assembles the manufactured and sourced components into a finished product. The Company’s key capabilities and processes include: punching, unmachined casting, machining grinding, turning, knurling, welding, winding, sub-assembly and final product assembly.

Quality control

ACC’s attention to manufacturing quality is a key determinant of the performance of

ACC’s Facilities

Founded 1966

Ownership Leased

Total Area (square meters) 142,000

Production Capacity 5.5 millions

ISO Certification ISO 9001 and 14001

Families Produced Kappa, Kappa VSD

Automation Level High

Mel, Belluno

Source: Company data

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its products, and overall market reputation as low defect rates are a key buying criteria for ACC customers.

ACC has a dedicated team responsible for quality control. ACC has implemented robust quality control processes and procedures throughout the organization. Quality is ensured through frequent testing and quality controls at each stage of the manufacturing and assembly process. The Company has an ISO 9001:2008 and 14001:2004 quality assurance system in place for its facility, and a Quality Assurance Manager who oversees all quality control and testing. Formal certification is particularly important to ACC’s customers as they operate in consumer end-markets.

ACC ensures high quality finished products through careful monitoring of components and purchased inputs. New suppliers are checked and all suppliers are periodically audited. ACC also engages in Six Sigma projects with suppliers to improve quality and upgrade supplier quality. Finished products are also tested in-house prior to delivery. The Company closely tracks progress toward target quality levels and industry benchmarks. For example, the Company achieved a line reject rate of 31 parts per million (“ppm”) for household refrigerator compressors, a reduction of over 20% on 2006.

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3.6. Suppliers

The Company’s major raw materials inputs are hot / cold rolled steel products, copper rod / wire and plastic components. The Company purchases a combination of raw and semi-finished goods allowing it to take advantage of advanced in-house processes.

As a result of its long-standing relationships, the Company is able to negotiate fixed price contracts with most it its suppliers, minimizing ACC’s exposure to raw material price volatility.

ACC has established flexible supply agreements with a group of carefully selected suppliers in order to ensure quality of supply. In addition, the Company has established multiple suppliers for key inputs in order to minimize supplier concentration.

The table above shows that ACC’s first three suppliers accounts for over 50% of the total purchases made in 2012 (€ 75.7 million). The Company’s diversification strategy has ensured that the remaining part of purchases is split among 79 suppliers, whose single share on total purchases is less than 10%.

ACC’s Main Suppliers For the year 2012 (in millions of €)

15.1

14.8

12.7

33.1 75.7

.00

10.00

20.00

30.00

40.00

50.00

60.00

70.00

80.00

90.00

Supplier A Supplier B Supplier C Others Total

It includes suppliershaving each less than10% share on the total

purchases

Source: Company data

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3.7. Management Team

ACC’s management team is a well suited and integrated team of professionals, having faced together the very complex and tough last years.

The team is led by Maurizio Castro, who in the past was the HR Director of ACC when the latter was part of the Electrolux Group. A manager with a very high reputation, in particular in his territory, and a strong credibility in the whole Italian institutional and political system.

The period of great discontinuity, started in June 2013, and Castro’s leadership have generated a positive environment in where every person in the management team and in the manufacturing workforce is now deeply involved in the recovery process with a strong commitment to support the recovery program.

Mr. Castro, Top Manager

Maurizio, after 10 years of experience in different companies, joined Electrolux in 1987 where he became HR senior executive vice-president. After this experience he became general manager of the Italian Workers Compensation Authority (INAIL) and then Member of the Italian Parliament.

Mr. Spanò, Human Resources & Organization Manager

Giovanni has developed his experience in almost 20 years of experience across a variety of industries. Giovanni holds a degree in Political Sciences and a Master’s in Human Resource Management.

Mrs. Magnoler, Legal & Staff Manager

Federica is a lawyer with 15 years of professional experience. She joined ACC as Legal Counsel in 2004 and since 2009 is Head of the Legal&Corporate Affairs Department. Since the time she has been deeply involved in the monitoring of the corporate key initiatives.

Mr. Salomone, Chief Operating Officer

Antonio with 36 year experience, 33 of which in the compressor sector has a deep knowledge in technology, quality and manufacturing. In his career he has worked for many compressor manufacturers and can provide a well-integrated approach and solutions in operations.

Mr. Eller, Chief Product Officer

Stefano holds more than 32 years of experience across the industry at companies such as Bayer AG and Aspera Srl and has been with the Company for more than 20 years and his reputation by ACC customer base is a distinctive value added for the

ACC’s Senior Management

Chief Operating Officer

Top Manager

HR & Organization Legal & Staff

Chief Product Officer Chief Financial Officer

Source: Company data

27

company.

Mr. Piccoli, Chief Financial Officer

Mirko holds more than 10 years of experience in the field of accounting and finance management, including financial market listed companies.

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3.8. Employees

ACC had 630 employees as of 31 December 2012, with a slight decrease from 2009, ascribable to the consequences of the economic downturn started in 2009. The number of permanent staff has been historically steady with temporary staff brought in to assist with order and production peaks. In order to furnish a more updated situation in the table that follows is shown the workforce composition up to 30th of June 2013.

Approximately 42% of the total workforce in Mel, Italy, is unionized, with one of the three national unions: 12% of the Italian workforce belongs to FIM-CISL Union, 24% to FIOM-CGIL and 6% to UILM-UIL. Relations with the unions are positive, ensuring the company with a sound environment for its continuous operations.

The Company has made use and is still utilizing the Italian government’s Cassa Integrazione Guadagni Straordinaria (“CIGS”) scheme, which allows companies to flex their labor force in line with demand. Under the CIGS scheme the government meets a significant proportion of employees’ salaries.

ACC’s Workforce by category For the Years Ended 31 December 2009A-2012A and at 30 June 2013 (number of heads)

Category June 2013 2012A 2011A 2010A 2009A

Managers 11 12 12 13 14

Desk clerks 64 68 73 71 73

Production workers 549 550 554 559 585

Total 624 630 639 643 672

Source: Company data

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3.9. Information Technology

ACC uses several information systems to support Management in planning, organizing, controlling and decision-making. The Company has applied Oracle’s ERP platform to plan production and manage manufacturing, customers and finance. The new system has significantly enhanced enterprise resource planning capabilities by improving data system reliability, speed and security. ACC uses Oracle’s ERP through a shared license. The Oracle hardware is owned, monitored and maintained by an external party under a service agreement.

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4. Financial Overview

30

4.1. Basis of Financial Information

31

4.2. Summary of Financial Performance

32

4.3. Revenues

33

4.4. Gross Margin

34

4.5. Operating Expenses, EBITDA and EBIT

35

4.6. Capital Expenditures

36

5. Proposed Transaction Overview

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5.1. Legal Basis

1. On 27 August 2013, ACC has been admitted by the Court of Pordenone to the extraordinary administration proceedings pursuant to the Italian Legislative Decree 8 July 1999, n. 270, (the EA Law);

2. Mr. Maurizio Castro, has been appointed as Extraordinary Commissioner of ACC by virtue of the Decree issued on 4 September 2013 by the Ministry of Economic Development (MED);

3. the extraordinary administration plan set out under art 54 of the EA Law (the Plan), has been submitted to the MED on 25 October 2013 and, being still subject to the authorization by the same MED, shall be transmitted to the Court of Pordenone in order to be publically available in accordance with art. 59 of the EA Law;

4. the Extraordinary Commissioner of ACC, duly authorized by MED, aims at gathering possible expressions of interest in accordance with the terms and conditions set out hereby;

5. the invitation to submit - by and no later than 24:00 pm CET on 15 December 2013 (hereinafter the “Term”) - non binding expressions of interest for the purchase of the business of ACC is published by the Extraordinary Commissioner of ACC on 29.11.2013, (hereinafter “Invitation”), by advertising it on the following newspapers, “Il Sole 24Ore” and “The Financial Times”;

6. the Invitation refers to the terms and conditions, contained in the present Information Memorandum , published on the same date, in the dedicated areas, on the following websites (hereinafter the “Websites”):

6.1. www.the-acc-group.com (ACC’ website under Section Focus)

6.2. www.fallimentipordenone.com (Court’s website, only for registered users, under Section “Documenti Caricati”).

7. The Invitation and also the Information Memorandum are regulated by Italian Law and therefore they shall be construed in accordance thereto; the scope is only to receive merely non-binding expressions of interest and it is not intended, nor shall be deemed, to establish any contractual or non-contractual obligations whatsoever upon ACC, the Extraordinary Commissioner, the recipients thereof and/or those replying to the Invitation including, without limitations, in respect of the sale of the business activities contemplated under the Invitation, the start of a related sale procedure, its subsequent cessation or non-admission of interested parties thereto. For the sake of clarity, nor the Invitation neither the Information Memorandum are merely an invitation to express interest and they do not constitute an invitation to offer, nor a public offer pursuant to article 1336 of the Italian Civil Code, nor a solicitation of investment from the public pursuant to articles 94 and ff. of Legislative Decree no. 58 of February 24, 1998.

8. By replying to the Invitation, the receiver shall accept the Italian Law as the applicable law also to the Information Memorandum and that the Court of Pordenone shall have exclusive jurisdiction to settle any dispute arising out of, in relation to, or otherwise connected with, the Invitation and the Information Memorandum.

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5.2. Terms and Conditions

2. Description of the Business of ACC and relevant considerations

For a better evaluation of the Business, it is hereby underlined, in particular, without exhaustiveness, that:

2.1. according to art. 63, par. 5, of the EA Law “unless otherwise agreed, the liability of the purchaser for debts relating to the exercise of the transferred businesses, prior to the transfer, is excluded”;

2.2. according to art. 63, par. 2, of the EA Law, the agreement - that will be subject to authorization by the Italian Ministry of Economic Development, following consultation with the Supervisory Committee – for the transfer of business from ACC Compressors to the purchaser, shall establish, inter alia, the obligation of the latter to continue such business and preserve the occupational levels there established, for 2 calendar years at minimum.

For the sake of clarity, it is hereby précised that for this kind of insolvency procedure, the EA Law, under art. 62, imposes also to proceed to the following activities in order to make a valid and effective purchase:

- perform an expertise on the Business value;

- proceed to adequate forms of advertisements;

- obtain the authorization to the purchase by the MED and the Supervisory Committee.

3. Subjective requirements for the presentation of the expressions of interest

3.1. It is admitted the submission of expressions of interest by Italian or foreign entities or individuals, exercising a commercial undertaking in a collective or individual form, which:

i. do not act on behalf or for person to be designated or as interposed person or agent on behalf of other parties;

ii. are not, at the date of the relevant submission, subject to criminal or administrative liability proceedings, liquidation, bankruptcy, recovery or indebtedness restructuring procedures, compulsory or extraordinary administrations or similar, according to their applicable laws nor, in any event, to any sort of comparable procedures under the Italian law, indicating a possible state of insolvency, crisis, dissolution or termination of activities or similar situations.

3.2. It is allowed a joint submission of a single expression of interest by more entities or individuals, having bounded themselves by an agreement or other form of cooperation or partnership, in relation to the possible purchase of the business of ACC Compressors, subject to compliance with the requirements above specified under art. 1.1 by each entity or person.

4. Modalities for the presentation of expressions of interest

4.1. Interested parties to the possible purchase of business of ACC shall reply to the Invitation, by submitting, within the Term and ensuring the acknowledgement of receipt, as established in the Invitation:

i. a copy of the Invitation;

ii. and the expressions of interest, the content of which is defined, at the minimum, under the following art. 4.

Such documents, with all the relative annexes, will have to be draft in

38

English language, initialed on each page and duly signed at the bottom, by the legal representative of the entity or by the individual, as indicated above under art. 2.1, or by all the legal representatives in case of joint submission, as established by art. 2.2. for fully, irrevocable and unconditional acceptance of all the terms and conditions of the Invitation and the Information Memorandum.

4.2. The “RE” indicated in the envelope, in case of delivery by mail, or in the e-mail, depending on the option chosen as established in the Invitation, shall bear the following words: “EOI ACC”, meaning expression of interest to the possible purchase of business of ACC, under the terms and conditions of the Invitation and the Information Memorandum

5. Content of the Expressions of Interest

5.1. The Expression of interest shall include at minimum, but not limitedly to, the following documents and information:

i. a clear statement of non-binding interest to the purchase of the business of ACC, briefly explaining the reasons of such interest, under the terms and conditions established by the Invitation and the Information Memorandum;

ii. a brief presentation of the entity or the individual, including financial and economic data;

iii. a brief description of the profile and the activities carried out by the person or entity, and also - if applicable – by the group of companies and / or by the parent company, and an indication of the eventual activities to be carried out in the same sector in which ACC operates;

iv. a description of the economic, employment and productive investments involved in the possible purchase of business of ACC; the description must contain information about the availability of adequate financial resources to cover any investment or indication of funding sources assumed to be find to such purpose;

v. an indication of any permission or legal authorization or other similar of any third party required by the national applicable law of the foreign entity or individual to manage the possible purchase of business of ACC;

vi. an indication of any financial, legal, administrative advisor to be eventually involved;

vii. a declaration of non-occurrence of any of the circumstances listed under article 2 the Information Memorandum;

viii. a declaration of confidentiality undertaking to not disclose to any third party without the previous ACC expressed consent and not to use for other purposes, different from the drafting of such expression of interest, any data or information, including technical data, marketing information, internal financial information and projections and operating data, which shall remain confidential, as received by ACC or read on the “ACC Information Memorandum” published on the Websites.

ix. a copy of the following document draft in Italian or English language:

39

- For legal entities:

a. Full identification details, including reference to the ID cards numbers or passports and eventually tax numbers, address, telephone number, fax number and e-mail address of any legal representative, providing also evidence of any legal representative powers and related power to sign the expression of interest;

b. Indication of the shareholders and a schematic reconstruction of the controlling chain of the legal entity, indicating, where available, the ultimate beneficial owner (for listed companies, an indication of the 10 largest shareholders);

c. current by-laws and list of members of the board of directors and other corporate bodies;

d. copies of the financial statements and, where applicable, consolidated versions, of the last three fiscal years (including data about the annual turnover, EBITDA, net profit, net financial position and net worth for each year);

- For individuals:

a. Full identification details, including reference to the ID cards numbers or passports and eventually tax numbers;

b. a statement of a primary international bank about the financial capacity of the person to pay any investment for the purchase of the business of ACC.

6. Phases Consequent To The Submission Of The Expression Of Interest

Following expiry of the Term, the Commissioner will proceed to scrutinize the expressions of interest eventually received in due time, assessing their compliance to the Invitation and the Information Memorandum. After that, he will invite all or a part of the interested subjects, depending on the eventual exclusion of one or more of them – at his absolute discretion and without obligation to motivate his decision – to deepen their interest, requiring also further information, to the possible purchase of business of ACC, at the terms, conditions and with the forms that shall be regulated in a subsequent letter of procedure regulating the following phased of the sale of business of ACC (“Letter of Procedure”), to be published on the Websites and to be delivered to the admitted subjects, to the contact details already provided by the expressions of interest.