www.rbpartners.ru

RB Partners is an international Group of companies establishedin 2004. Managing Partners of the Group held positions in thelargest Russian financial institutions (Alfa Group, InterrosGroup, VTB, Basic Element, Deutsche UFG, The Sputnik Group)and partners of the international auditing and consultingcompanies (PwC and EY).

RB Partners provides investment banking advisory services tointernational and Russian companies, private equity funds andcommercial banks.

Since 2004, RB Partners has successfully completed over 70M&A projects exceeding US$2 billion and ranks among Top-10Russian M&A advisory firms.

Since 2010 RB Partners has become a member of the Globalscope International Association(www.globalscopepartners.com) that specializes in M&A and corporate finance services andincludes 46 investment banking advisory firms from 39 countries around the world.

To date, the RB Partners Group includes the holding company RB Partners and several portfoliocompanies and has over 120 highly qualified professionals. The Group offices are located inMoscow, St. Petersburg and Hong Kong.

RB Partners’ office in Moscow

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General information on RB Partners

http://www.rbpartners.ru/

http://www.globalscopepartners.com/

General information on Globalscope

www.rbpartners.ru

Business strategy & restructuring

500+ Professionals

Mergers &

Acquisitions

46 Members

39 Countries

5 Continents

Founded in

1987Fund Raising

60Transactions LTM

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Members & countries as of March 2016

Member Country Member Country

a'XYKno Capital Services Ltd India CMW International France

Allegiance Capital Partners US (East Coast) Cobalt Corporate Finance UK

Alliance Group Capital Georgia Corbett Keeling UK

Augeo Ventures Poland Dansk Merchant Capital Denmark

Auxesia Holdings Vietnam Dex international M&A The Netherlands

Beijing HRS Investment Consulting China Ficus Capital S.A. Uruguay

Benedetti, Rossi and Partners Italy First Athens Greece

Bluemint Capital Portugal GKA BayeteSouth Africa, Botswana, Namibia

Capital Times Ukraine & Belarus Greif & Co US (West Coast)

CatCap Germany Guarita & Associados Brazil

CCI Management Germany H-Partners Korea South Korea

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Members & countries as of March 2016

Member Country Member Country

Heal Partners Hungary Portofino Investments Israel

Impello Management Norway RB Partners Russia

Kaede Financial Advisory Inc. Japan RCS Advisors (India) Pvt. Ltd. India

Mape Group India ScandCap Sweden

NaXeL iPartnersIndonesia Stirling Coleman Singapore

Next Corporate Spain Stratégique The Netherlands

Nexus Group Vietnam Summa Capital Finland

Nomima Ltd Switzerland Tenzing Partners Luxembourg

Osprey Capital Partners Canada Terrain Capital Australia

Palladio Corporate Finance Italy Tomkins Turner Australia

Paramax Corporation US (East Coast) Transfer Partners Germany

Common Ground Corporate Finance Belgium Venture Investors Corporate Finance Czech Republic

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Key services

Business partners and investment target searching, foundation of joint-ventures and alliances

Structuring and supporting merger and acquisition (M&A) transactions

Fund raising including bank, mezzanine and venture financing, LBO and MBO

Debt restructuring and refinancing, receipt of bank guarantee

Purchase and sale of loan portfolios as well as arranging work with non-core assets

Pre-investment preparation of companies including strategy development and business

structuring

Legal protection of rights/representation of interests of investors/creditors

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Our clients are private profitable mid-cap companies with annual revenue ranging from 10 to 150 million US Dollars in industries attractive to investors

We do not work with… Ideal Client

Code of Ethics (based on CFA Insitute)

Information policy (internal statute on confidential information treatment)

Compliance policy

Internal Policies

Private companies

Industry leaders with high growth rates

Financially efficient business (EBITDA margin is above market average)

Low financial leverage (Net debt <4x EBITDA)

Growing market

Profile of main clients

PEP (Politically exposed persons)

Corruptionists and criminal structures

Disreputable businessmen

Governmental structures

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RB Partners uses advanced practices at every stage in order to create maximum added value for its clients

How achieved?Added Value

Higher EV for Sell-side

Fair EV for Buy-side

Sophisticated approach to a project execution

Negotiations based on fundamental analysis and methodologies

Clear presentation of company’s financial needs and strategy

Combination of international methodology and deep understanding of Russian standards and requirements

Cooperation with top legal and tax consultants

Development of optimal structure of Client’s financial flows

Compliance with financial and tax regulation

High-end financial modeling and optimization of financial flows

Implementation of advanced practices in investment consultancy

Creating and maximizing the value of business

Mergers and Acquisitions(M&A)

Financial restructuring

Investment consultancy

Client Profile

A rapidly developing company in perspective market segment/industry

A company looking for improvement of its capital structure

A company looking for market capitalization increase, investments attraction and risks minimization

Brief description of key services

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RB Partners creates additional added value at the pre-project stage and after the transaction closing

Standard scopeAdded value at the pre-

project stage

Pro

ject

sta

ge

sA

dd

ed

va

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s

Added value after the transaction is closed

Businessdiagnostics

Risks identificationNormalized financials

Maximizing equity value

Maximizing business value program

Strategic development program

Preparation and valuation

Investmentdocuments

Forming Long list

Forming Short list

Negotiation and closing

Post transactionadvisory

Assessment of opportunities for horizontal and vertical expansion

Assistance in implementation of further expansion strategy

Additional fund raising

Performing of an entry DD Financial restructuring Preparing a development

program Working out a corporate

governance and legal structure

Evaluation of a potential partner in terms of financial standing and reputation

Evaluating the business value and potential synergies

Negotiating the transaction price and terms in order to achieve the best conditions for the Client

Check list Transaction closing plan

Financial model Valuation report Teaser, Invest Memo Management

presentation

Long list

Short list

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Services beyond the standard scope

Some of our business partners among private equity funds and commercial banks

www.rbpartners.ru

Baring Vostok Capital Partners

Russia Partners

Unicredit Bank

Raiffeisen Bank

Orient Express Bank

VTB

Renaissance Investment Management

The US-Russia Investment Fund/Delta Russia Fund

Renova/Svarog Capital

UFG Asset Management

VTB Asset Management

Quadriga Capital

NewRussiaGrowth Private Equity Advisors

EMCO Capital Partners

Da Vinci Capital Management

Capman Russia

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Our advantages

www.rbpartners.ru

1. Good business reputation of our partners and key experts.

2. Combination of high international advisory standards with a deep knowledge of Russian

business specifics.

3. 46 partner firms in 39 countries of the world within the M&A international network

Globalscope.

4. Longstanding cooperation with leading law firms.

5. Successful track record of over 70 completed M&A projects.

6. Availability of partners in most of the CIS countries, longstanding cooperation with leading

commercial banks and private equity funds in Russia.

7. Independence. RB Partners is not affiliated to any state organization or financial-industrial

group.

8. Confidentiality. We ensure the highest level of confidentiality.

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Some examples of completed projects

www.rbpartners.ru

Finance industry Non-state Pension Fund GAZFOND, Moscow

Investment advisory.

Non-state Pension Fund Elektroenergetiki, Moscow


Non-state Pension Fund Blagosostoyanie, Moscow


UniCredit Bank, Moscow


RIC-Finance


RENAISSANCE INVESTMENT MANAGEMENT, Moscow


PETERSBURG SOCIAL COMMERCIAL BANK, St. Petersburg


KMB-Bank (INTESA BANK), Moscow

Pre-investment preparation before performing a transaction with INTESA BANK.

SLAMEK-BANK (AVTOTORGBANK), Moscow

Full support of the Seller in the sale of 100% bank shares to a strategic investor.

Management Company TRANSFINGROUP, Moscow


Sibir Bank, Omsk


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http://gazfond.ru/

http://gazfond.ru/

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Trading and catering

Supermarket chain SPAR, MoscowSupport of the Seller in the sale of the company’s shares to an international private equity fund.

Fast-Food chain PRIME, MoscowSupport of the Seller in the sale of the company’s shares.

CARLO PAZOLINI Group, Moscow (manufacturing and sale of footwear and accessories)Investment advisory.

MUSA MOTORS Group, Moscow (car sale and maintenance)Pre-investment preparation of the Group before engagement of a strategic investor.

Company AVTOMIR, Moscow (car sale and maintenance)Investment advisory.

Clothing store chain GLANCE, MoscowInvestment advisory.

Company BELYI VETER, Moscow (sale of computers and office equipment)Support of the Buyer in the purchase of the company’s shares.

CHUDODOM Company, Novosibirsk (supermarket chain of household goods and home furnishing)Operational and financial Due Diligence of the company.

Clothing store chain VESCH, MoscowSupport of the Buyer in the purchase of the company’s shares.

Internet VIP-Clothing store KUPIVIP.RU, MoscowBuy-side advisory.

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www.rbpartners.ru

AKELLA Company, Moscow (development and distribution of computer games)Investment advisory.

REKSOFT Company, St. Petersburg (software development)Support of the Buyer in the purchase of the company’s shares by an international private equity fund.

IT-TERRITORY Company, Moscow (development of computer game) Operational and financial Due Diligence of the company on request of an institutional investor.

NOVYI DISC Company, Moscow (development and sale of computer games)Support of the Buyer in the purchase of the company’s shares by an international private equity fund.

BANKI.RU Company, Moscow (information portal)Operational and financial Due Diligence of the company on request of an institutional investor.

Intersoft Lab Company (IT services for financial industry)Investment advisory.

Information technology

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http://www.banki.ru/

http://www.banki.ru/

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Manufacturing and construction

SOKL Group, Samara (multi-industry group)Investment advisory.

MONOLIT Group, the Moscow region (manufacturing and sale of textile goods)Investment advisory.

FODD Company, Moscow (construction and engineering)Investment advisory.

Project 2000 Group, Ivanovo (development)Investment advisory.

RUSGAZENGINEERING Group, the Moscow Region(infrastructure development and construction in oil and gas industry)Investment advisory.

UNITED BAKERS Group, Moscow (food industry)Support of the Buyer in two transactions of purchasing regional plants.

ALLAT Group, Ufa (production of dairy products)Investment advisory.

HETERO, India (international pharmaceutical company)Transaction support for purchase of 100% shares in a Russian pharmaceutical company.

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www.rbpartners.ru

Strategy Partners, MoscowSupport of a transaction to engage a strategic partner.

SEPTIMA Group, Novosibirsk (outdoor advertising, catering, trade and telecommunication)Investment advisory.

SPSR Company, Moscow (mailing services)Support of the Buyer in the purchase of the company’s shares by an international private equity fund.

INVESTKINOPROJECT, Moscow (cinema and catering)Support of the Buyer in the purchase of the company’s shares by an international private equity fund.

HELIOPARK Group (the hotel investment holding) Operational and financial Due Diligence of the company on request of an institutional investor.

BIONIKA Group of Companies, Moscow (pharmaceutics and publishing industry)Operational and financial Due Diligence of the company on request of an institutional investor.

Services

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Leading Experts


STEPHEN PRICEPresidentStephen has more than 40 years’ experience in the financial advisory sector. Stephen has outstanding experience, inparticular, at the World Bank, International Monetary Fund and European Bank for Reconstruction and Developmentprojects. Prior to establishing RB Partners, Stephen was a Senior Partner at EY (U.K.). In the mid 90s, while at EY, heorganized an international group providing corporate finance services to financial institutions operating in theemerging markets. Stephen is responsible for cooperation with international counterparties of the Group.

KONSTANTIN DZHIMBINOVPartnerKonstantin has more than 25 years’ experience in the banking and financial advisory sectors. Prior to establishing RBPartners, Konstantin was Vice President and Chief Accountant of VTB Bank (№2 state bank in Russia) and Head ofMIS of Alfa-Bank (№1 private bank in Russia). From 1996 to 2000, as a Manager at PwC (Moscow) he provided auditand advisory services to various large Russian and international banks and companies. He is a Ph.D (Economics) and alecturer of the MBA Skolkovo Business School. Konstantin is in charge of the Company's M&A projects.

CONSTANTIN GUBINPartnerConstantin has more than 25 year’s experience in the banking and financial advisory sectors. Prior to establishing RBPartners, Constantin worked on executive positions in leading Russian banks and was President of the NationalRegistration Company – Computershare (№1 registration company in Russia).Constantin is in charge of pre-investment preparation and venture capital projects.

Leading Experts

Key Team members


Leading Experts

www.rbpartners.ru

Key Team members

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ALEXANDER LUKIN PartnerAlexander has more than 25 years’ experience in financial and industrial sectors.Prior to joining RB Partners, he held positions of Deputy Director in Basic Element, Financial Director in Deutsche UFG,Member of Executive Board in Gazprom Media and leading positions in the Sputnik Group and NTV Plus. Alexandergraduated from Lomonosov Moscow State University, he is a member of the Association of Chartered CertifiedAccountants (ACCA), Great Britain, and he has the professional qualification of Chartered Director in the field ofcorporate finance. Alexander is in charge of M&A projects.

ANTON POLETAEV PartnerAnton has more than 10 years’ experience in the field of investment banking business.Prior to joining RB Partners, he held leading positions in RB Invest, Althaus Capital and Uralsib Capital. Antongraduated from Higher School of Economics with master’s degree in Economics.Anton is in charge of M&A projects.

GRIGORY OGANESYAN Head of Corporate FinanceGrigory has significant practical experience in Corporate Finance, including M&A and ECM transactions.Prior to joining the Company he worked at the Investment Banking department of BNP Paribas in Paris and London, aswell as in Russian banks and private companies. Grigory graduated with distinction from the Financial Universityunder the Government of Russian Federation and holds MSc in Management degree from EMLYON Business School(France). Grigory is in charge of projects in the field of Corporate Finance.



NATALIA PRIBYTKINA Director, North-Western Federal DistrictNatalia has more than 15 years’ experience in finance, corporate banking and international business development.Natalia has an extensive experience and expertise in managing the International Business and Foreign InvestmentsDepartment of PSСB Bank, she also worked with Russian and Foreign banks in St. Petersburg and Moscow. Nataliagraduated from the St. Petersburg State University, Economic Faculty with major in “Mathematical Methods inEconomics”. Natalia holds an MBA degree from the TRIUM Global Executive MBA Program. Natalia is in charge of projectsin the field of Corporate Finance and M&A in North-Western Federal District.

ALEXEY GLOTOV Managing DirectorAlexey has more than 20 years’ experience in the field of corporate banking.Alexey graduated from the Financial Academy of the Russian Government. Prior to joining RB Partners, Alexey managedlending and client services in VTB bank, Alfa-Bank, Nordea and SMP banks.Alexey is in charge of debt restructuring and debt financing projects.

ELENA MATVEENKO Managing DirectorElena has more than 20 years’ experience in corporate finance management, implementation of budgetary management,arrangement of management accounting and reporting, financial analysis, project management, preparation andmarketing companies for IPO. Before joining RB Partners, Elena held positions of Deputy CEO with Nikofarm, ChiefFinancial Officer with Furniture Concern Katusha, Chief Financial Officer with Zirax.plc, Chief Accountant with SUNInterbrew. Elena has graduated from Novosibirsk Engineering University, she has the MBA Degree in strategicmanagement of the Open University of Great Britain. Elena is in charge of projects in healthcare, pharmaceuticals andfood industries.

Leading Experts

Key Team members


rb partners m&a and corporate finance -...

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