Europe North America South America Asia Sellside mandate





























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Europe | North America | South America | Asia Sell-side mandate

// Disclaimer This proposal has been prepared exclusively for #company_name# shareholders (hereafter 'THE CLIENT'). This document is for guidance only, and although ONEto. ONE will always try to fulfill the objectives scrupulously, it will depend on the agility of the companies interested in #company_name# as well as the involvement of the Company in the sales process. Henceforth, all references to the "Project" will be regarding the potential transaction. The generic definition of the proposal is always subject to changes unrelated to the work of the advisor. Some of these changes made by the interested companies will be related to an information discovery, an organization meeting or trip planning, etc. Additionally, other changes unrelated to ONEto. ONE and the Company can affect the process and are related to the amount of interest that the sale process awakens between possible buyers, the approval mechanisms of the different buying boards, the search for financing, etc. As a result, it is generally assumed that an exact methodology to define said proposal does not exist and that the work set out here can differ from that reached after the sales process for reasons unrelated to ONEto. ONE. To complete this work, we have based our plan on the experience of ONEto. ONE in this type of process and on the preliminary information given to us by the Company's management and the validity of their indications and opinions during our conversations. Under no circumstance will ONEto. ONE Corporate Finance take responsibility for the loss, damage, or costs that could arise due to fraudulent or non-fraudulent acts, omission of information, false representation, fault or deliberate negligence or any other error committed concerning the information that has been given to us by the considered companies, by its management, employees or advisors. www. onetoonecf. com // 2

// Presentation Dear Sirs/Madam, According to your request, we are pleased to introduce our proposal for professional collaboration, based on the search for targets and advice in negotiating with potential targets. This proposal is valid for 30 days from the date of delivery to the Client. We hope that the proposal conforms to the needs that have arisen and we take this opportunity to thank you for the opportunity to present our professional services. Yours sincerely, #oner_name# #oner@onetoonecf. com# #oner_name# www. onetoonecf. com // 3

1 Background www. onetoonecf. com // 4

// Background www. onetoonecf. com // 5

1 2 Who we are? www. onetoonecf. com // 6

ONEto. ONE Corporate Finance has an international team of mergers and acquisitions specialists that advises middle-market companies, with the mission to maximize value for the client. www. onetoonecf. com // 7

// ONEto. ONE 100+ Our commitment Our reach, our guarantee of the best service in all types of transactions, and the reasons and the numbers that make us the best choice: Professionals specialized in cross-border transactions 50 M+ Companies accessible worldwide 27 Countries Confidentiality Independence Leaders Our transactional methodologies and processes are handled in a safe and highly secure environment, designed specifically for delicate and confidential M&A negotiations. Conflict free advisory services. A “boutique” tailor-made approach, bespoke methods and processes. We are a leading, award-winning corporate finance house with a focus on middle-market. This deal size is in our core market. 1500+ Mandates 70%+ Cross-border transactions 75%+ Sell-side deals sold to strategic buyers Technology Our proprietary tools, data management, and analytic systems provide a complete solution that allows our clients to have total control over the transaction process. Resource & Scale International team: 70+ dealmakers in 27+ countries. Sector focus Having dedicated sector experts gives us an unrivalled understanding of your market and we have strong, relevant relationships with trade and institutional buyers. www. onetoonecf. com // 8

// Services Core business: Independent and expert advice on M&A and related transactions: More services Business plan development Fairness opinion Strategic alliances & Joint ventures Capital restructuring Corporate refinancing Valuations Merger planning and execution Sell-side M&A • Core market research • Deal marketing • Buyer identification • Buyer contact • Buyer selection • Coordination of due diligence teams • Valuation • Transaction negotiation • Fairness opinion • Financing/capital raising Fund raising • Relationships throughout the lender and investor community • Senior debt • Subordinated debt • Equity fund raising • Regular dialogues with a large variety of financing sources • Story-oriented transactions • Competitive process • Listing sponsors in Europe Buy-side M&A • • Core market research Target identification Target contact Coordination of due diligence teams Valuation Transaction negotiation Fairness opinion Financing/capital raising Strategic advice Valuations in connection with: • Mergers • Acquisitions • Private Placement • Private Public Partnership Third-party fairness opinions • Independent • Unbiased opinions www. onetoonecf. com // 9

// The leading M&A advisory firm for global middle-market transactions Our breadth of experience and industry insight enables us to deliver outstanding results. Education Consumer / Retail Health-care Manufacturing Senior-level commitment from kick-off to closing, across multiple offices overseas. Focus on middle-market transactions globally with a dedicated and highly experienced team. Food & Beverage Financial Services Business Services TMT Construction / Real Estate Strong track record in assisting entrepreneurs and financial sponsors in selling their businesses to both domestic and global buyers. Numerous industrial credentials locally and internationally.

// 24 hours a day / 7 days a week Clarity: a cutting-edge technology tool We offer our clients a tool that allows them to have access to all the information linked to their mandate at anytime, anywhere, with the touch of a screen. Our client is provided with a clear view as to the parties contacted, the conversations taking place, the mandate’s current progress, and the downloadable documentation compiled for them. Through the use of this technology platform, ONEto. ONE gives you visibility into every step of the process throughout the transaction.

1 3 Track record www. onetoonecf. com 12 //

// Track record ORGANIC IRON II Lorem ipsum dolor sit amet, mea aeterno numquam albucius id, quo ne ornatus fierent, aeterno disputando an vix. Inimicus constituto interesset eum ex, cu eos vidisse convenire consequuntur. Cu nam nostrud singulis, esse mazim meliore sit ut. Usu noluisse consequat disputationi ut, eos id affert nusquam recusabo. Euismod adipiscing vis id, te probatus inciderint eam, eam incorrupte intellegam et. BETA RUBBER Lorem ipsum dolor sit amet, mea aeterno numquam albucius id, quo ne ornatus fierent, aeterno disputando an vix. Inimicus constituto interesset eum ex, cu eos vidisse convenire consequuntur. Cu nam nostrud singulis, esse mazim meliore sit ut. Usu noluisse consequat disputationi ut, eos id affert nusquam recusabo. Euismod adipiscing vis id, te probatus inciderint eam, eam incorrupte intellegam et. www. onetoonecf. com 13 //

// Hundreds of deals back us At ONEto. ONE we believe that experience is the best guarantee. We do not make promises, we present results. At ONEto. ONE we believe that our experience in more than 1500 engagements is our best guarantee:

41 Sell-side mandate www. onetoonecf. com 15 //

// Sell-side mandate For the deal to be a true success, it is important to not only find a buyer, but to find the buyer who will create maximum value for the company, as well as to present the company adequately, manage the information and frame the negotiation to have good alternative buyers. The workflow diagram below illustrates the 3 phase approach ONEto. ONE will follow as an advisor to the client throughout its search for acquisitions and investment opportunities: DOCUMENTATION Analysis & Select candidates preparation of • • Information • Long list Memorandum • Short list Blind teaser Initial Contacts • definition documentation • Search strategy MARKETING Presentation of MARKETING Non-binding Offers • the operation • NDA Reports on Due diligence • contacts made • Negotiation & Selection of Close winning offer • Reception and • Exclusivity negotiation of • Due diligence offers NEGOTIATION Contingency analysis • Sales & Purchase Agreement (SPA) www. onetoonecf. com 16 //

// Sell-side mandate Documentation phase The documentation phase of the sales process begins with the negotiating of conditions and the signing of a contract between the Client and ONEto. ONE. Both parties will work together to define the strategies on which the operation will be based. BLIND TEASER & INFORMATION MEMORANDUM ØThe necessary documentation will be created so that any potential candidate will be able to evaluate the operation: Valuation report (optional), Information Memorandum, and a teaser. The documents, Information Memorandum and teaser will serve as a support to the operation. CANDIDATE SELECTION AND (MAPPING) ØIn this phase, the search strategy for potential buyers will be defined. Through ONEto. ONE's databases, the segmentation of these companies will be carried out based on the defined criteria and the results will be filtered in order to complete a selection of potential candidates, which will in any case be validated by the Client. www. onetoonecf. com 17 //

// Sell-side mandate Marketing phase This stage requires a high big investment of time, not only due to the implied difficulty that comes with trying to get in contact with the right person, but also due to the effort that comes with having to follow up every call, in order to meet with said person. TARGET ANALYSIS ØThe document that the potential buyers will receive in this initial stage is known as the Blind teaser. ØOnce the Blind teaser has been analyzed by the potential buyers and their interest in continuing to study the proposed investment has been verified, they need to sign a Non-Disclosure Agreement (NDA) to receive the information contained in the document known as the Information Memorandum. NEGOTIATION OF NON-BINDING OFFERS ØONEto. ONE will receive and evaluate the Non- Binding Offers made by potential buyers, as well as negotiating their course which must indicate at least the amount, form of payment and price conditions. During the negotiation of these offers, the Client will offer the possibility of expanding the information provided about the company according to the requests of each interested party. These requests will be coordinated and supervised by ONEto. ONE. www. onetoonecf. com 18 //

// Sell-side mandate Negotiation phase Once all the potential candidates have presented their binding offers, the Client will have to choose that better suit their interests. The selected candidate will be entitled to a period of exclusivity. DUE DILIGENCE ØONEto. ONE will assist the Client in the review of the Offers received. Normally these offers will be subject to the granting of an exclusivity period in which the potential buyer can carry out a Due Diligence process, which will establish the general terms and conditions of the Transaction. In addition to advising the CLIENT, ONEto. ONE will also coordinate the execution of the Due Diligence process through a Virtual Data Room. NEGOTIATION & CLOSING ØIn this phase, where appropriate, an analysis of the contingencies identified in the due diligence will be carried out and both the guarantees to be provided and the final conditions of the sale transaction will be negotiated. In addition, ONEto. ONE will review the Sale Purchase Agreement (SPA) negotiated by the legal advisors, in order to ensure that it adequately reflects all the financial conditions negotiated in the offer, before its signature. www. onetoonecf. com 19 //

// Technology Clarity ONEto. ONE uses cutting-edge software called Clarity that significantly reduces for our client the stress of the buying and selling processes for our client: What stage is the operation at? How many parties are interested in my business? Who are they? With a simple touch of the screen, you can access your mandate, and review the progress of your sale or acquisition request. You can download the documentation that we develop for you or consult on which investors we have contacted in a simple and fast way. Clarity, an internal application only for our clients, helps us to be 100% transparent with you, 24 hours a day. You decide when and where you access Clarity complies with the highest standards of confidentiality. Only you can check the information related to your company. You control the process. www. onetoonecf. com 20 //

// Technology Data Room access To guarantee the confidentiality of the process, ONEto. ONE provides a Virtual Data Room for each mandate/operation. Access to this is provided to the interested party once the Indicative Offer has been signed. This platform allows the parties to access and share sensitive documents and can prevent the printing or downloading of the information. Thanks to the Virtual Data Room, the confidentiality of the process is maintained, avoiding among other things, the risk of uncontrolled information traveling by e-mail. Therefore, the Data Room allows the ONEto. ONE team and the client to monitor the entire due diligence process. www. onetoonecf. com 21 //

1 5 Team www. onetoonecf. com 22 //

// Team #ONER_1# Lorem ipsum dolor sit amet, mea aeterno numquam albucius id, quo ne ornatus fierent, aeterno disputando an vix. Inimicus constituto interesset eum ex, cu eos vidisse convenire consequuntur. Cu nam nostrud singulis, esse mazim meliore sit ut. Usu noluisse consequat disputationi ut, eos id affert nusquam recusabo. Euismod adipiscing vis id, te probatus inciderint eam, eam incorrupte intellegam et. www. onetoonecf. com 23 //

// Our international team Our worldwide presence makes ONEto. ONE a perfectly interconnected network that grants access to the best price on every transaction, wherever it may be. Düsseldorf Luxembourg Amsterdam Brussels Barcelona Dortmund Oslo Moscow Copenhagen Paris Lyon London Manchester Tokyo Bilbao Vigo Ponferrada Lisbon Philadelphia Miami Seoul Bologna Nicosia San Juan de Puerto Rico San Diego Sofia Rome Shanghai Milano Mumbai Medellín Ciudad de México San José de Costa Rica Bogotá Sevilla Dubai Córdoba Madrid Pamplona Zaragoza Palma de Mallorca New Delhi Nairobi Hong Kong Beijing Valencia Santiago de Chile São Paulo Buenos Aires www. onetoonecf. com 24 //

70 + DEALMAKERS

1 6 Economic proposal www. onetoonecf. com 26 //

// Economic proposal ONEto. ONE always strives to give added value to each transaction and, as such, the retainers (Management fees) are minimal and the most of our remuneration is linked to successfully closing the deal. ONEto. ONE's fees for its financial services will consist of (VAT not included and will be added to these values): I. Sell-side Mandate: I. Documentation (25% at contract signing; 75% on documentation delivery) I. Preparation of teaser; Preparation of Information Memorandum; Valuation report: EUR: 7. 500, 00 II. Mapping info & service: EUR: 5. 000, 00 II. III. Marketing & Negotiation phase I. LOI (once accepted by the Client): 3 monthly payments of EUR 2. 500, 00 Max: EUR 7. 500, 00 Success fee: At the time of completion of the transaction contract between the Client and/or COMPANY and the INVESTOR (successfully closing the transaction) ONEto. ONE will receive a success fee (“Success fee") equal to 3, 00% of one hundred per cent of the total transaction value (hereinafter VT). The fixed fees cover administration and management costs for the duration of the mandate. The fixed fees will be deducted from the final Success fee due on closing of the transaction. In any case, the minimum Success fees received by ONEto. ONE shall be EUR 350. 000, 00. These fees do not include the fees of other professionals (lawyers, auditors, etc. ) who the Client may contract during the operation and who ONEto. ONE sees as necessary for the successful development of the mandate. Expenses ONEto. ONE shall charge the Client for expenses incurred in the course of its work in relation to the mandate, including transport, communication, travel, representation, etc. Exclusivity The duration of the contract will be #proposed_conditions. Exclusivity. Period# months from the date of signature. During that time, the Client and/or COMPANY will give ONEto. ONE exclusive right to provide the services under the Agreement. In the event that the transaction is completed within the eighteen months following the termination of the agreement, ONEto. ONE will be entitled to collect all of the Success fee defined in the proposal attached, provided the transaction has taken place with one or some of the investors contacted and/or managed by ONEto. ONE during the term of the contract. www. onetoonecf. com 27 //

Amsterdam Piet Heinkade 55 1019 GM, Amsterdam, The Netherlands Lisbon Alameda Roentgen, nº 4 – A, Escritorio 7, 1600 -759, Portugal New Delhi D 19 ( Gf ) & D 31, South Ext. 1 110049, New Delhi, India São Paulo Rua Mateus Grou, 57 – 1 st floor, 05415 -050, Sao Paulo, Brazil Barcelona Avenida del Portal del Ángel, 36 08002, Barcelona, Spain Lisbon Rua Gregorio Lopes, 1523, L 3 1400 -195, Portugal Nicosia 1 A Prokopiou St. , Apt. 302, Strovolos 2000, Nicosia, Cyprus Seoul 20 th fl. Gwanghwamun Bd. , 149 Sejong-daero, Jongno-gu, 03186 Bologna Via Nazario Sauro 29 40121, Bologna, Italy London Tower 42, 25 Old Broad Street, London, United Kingdom Niedernhausen Goethestrasse 16, D-65527, Niedernhausen, Germany Sevilla Avd. República Argentina 56, 41011, Sevilla, Spain Brussels-Kraainem Mechelsesteenweg 455, B-1950, Brussels-Kraainem, Belgium Lyon 15 rue des Rancy 69003 Lyon, France Palma de Mallorca Pso. Mallorca, 32 5º 2ª, 07012, Palma de Mallorca, Spain Shanghai Level 8, Jing An Kerry C. T. 2, 1515 West Nanjing Road, Jingan District Buenos Aires Bonpland 2363 - Piso 4, C 1425 FWE, Buenos Aires, Argentina Madrid C/ Zurbarán, 7, 1ª planta. Madrid, 28010 Paris 47 avenue HOCHE, 75008, Paris, France Sofia 2 A Yakubitsa Str. , apt. 24 0000, Sofia, Bulgaria Ciudad de México Av. Revolución 1653, San Ángel 01000, Ciudad de Mexico Manchester Business Park, 000 Aviator Way M 22 5 TG, UK Philadelphia PA 1199 Ludlow St. 19107, Philadelphia, PA, United States Tokyo Level 18 Yebisu Garden Place, 4 -20 -3 Ebisu, Shibuya-ku, 1506018, Tokyo Copenhagen Kollegievej 6, 1, DK-2920, Copenhagen, Denmark Medellín Calle 9 A Sur, Nr 37 - 69 Los Balsos Medellín, Colombia Ponferrada C/ Ramón y Cajal nº 33 24402, Ponferrada, Spain Valencia C/ Poeta Querol 11, planta 1ª, 46002, Valencia, Spain Córdoba Avenida Gran Capitán 30 D 14001, Córdoba, Spain Miami 3901 NW 79 th Ave Suite 245 33166, Miami, United States Rome Viale della Grande Muraglia 332, 00144, Rome, Italy Zaragoza Paseo de los Rosales, 26 50008, Zaragoza, Spain Dubai Of. 18 -40, Central Park Towers, DIFC, P. O. Box 24075, 24075 Moscow Mosenka Park Towers, 5 th f. , block “D”, 17 -23 Taganskaya st. 109147 San José Pza. Tempo, Of. Workings, P. 2, San Rafael de Escazú, Costa Rica Vigo Plaza Francisco Fernández del Riego 7, 36203 Vigo, Spain Düsseldorf Graf-Adolf-Straße 41, 40210, Düsseldorf, Germany Mumbai B-1106, 11 th F. , Kanakia Wall St. , Chakala, Andheri Kuria Rd, 400093 San Juan 1550 Ponce de León Avenue, 4 th Floor, 00909, Puerto Rico Hong Kong 17/F, Winner Com. Bd. , 401 -3 Lockhart Road, Wan Chai Nairobi Delta Riverside, B. 4, Ground Floor Riverside Drive, 5178300100 Santiago 200 Alcantara 6 th floor, Las Condes, Santiago, Chile

Europe | North America | South America | Asia CONTACT US Zurbarán 7 - 1 st Floor, 28010, Madrid, Spain +34 91 183 48 58 www. onetoonecf. com info@onetoonecf. com This presentation has been prepared by ONEto. ONE Corporate Finance. The information contained in ONEto. ONE Corporate Finances presentations is just commercial information and ONEto. ONE Corporate Finance will not be responsible for those acts derived from this information because they do not constitute any advice. In addition, ONEto. ONE Corporate Finance reserves the right to modify the information contained in the disclaimer.
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