Boudicca Proxy Consultants | Our Perfomance

Charging forward with Progressive Proxy Solicitation

Here to Win Our Performance February 2018 ©2018 Boudicca Proxy Ltd.

Commercial In Conf idence

Advancing your agenda with brain and brawn We are a specialist shareholder communications consultancy, focused on proxy solicitation and corporate governance for the modern era

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Š2018 Boudicca Proxy Ltd.

What we deliver Why we are different Rally shareholder support and maximise favourable proxy voting to achieve clients’ aims Chase proxy votes and acceptances Steer strategy with sound advice on corporate governance matters Understand and engage all shareholder bases – institutions, retail, nominees 3

We WIN VOTES with our brain and brawn! We are intelligent and prepared We are well connected – we have good relationships with proxy advisers, fund managers and back offices across institutions and nominees / brokers Over 200 campaigns executed since launching in 2012 Over 150 years of combined experience across our team of 16 execs and Advisory Board members Over 500 proxy campaigns executed and more than 6,000 shareholder meetings analysed ©2018 Boudicca Proxy Ltd.

Track Record Winning since January 2012* • 290 clients and secondary parties

CLIENTS FROM 2012 TO DATE Private equity firms 16%

• 225 projects executed • 210 unique clients won

Activists 9%

• FTSE 100 Clients = 12 • FTSE 250 Clients = 48

Other 2%

• 66 M&A Transactions valued at a total of £200bn Listed 73%

*Stats as of 20 February 2018 4

©2018 Boudicca Proxy Ltd.

Track Record 2016-2017 M&A Boudicca has worked on the highest number of UK Takeover Panel M&A transactions out of all our peers since 2016, having provided proxy solicitation services to 35 deals between January 2016 and December 2017. The list of these UK M&A transactions may be found in the table directly below.

2017: 2017: 2017: 2017: 2017: 2017: 2017: 2017: 2017: 2017: 2017: 2017: 2017: 2017: 2017: 2017: 2017: 2017: 2017: 2017: 2017: 2017: 2017: 2017:

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Assystem Offer for SQS Software Quality Systems Montagu Offer for Servelec Group Worldpay Offer by Vantiv (£9bn) Canyon Bridge’s Offer for Imagination Technologies Combination of AVEVA and Schneider Electric (£1.6bn) Elis’ Offer for Berendsen (£2.2bn) Novae Offer by AXIS (£500mil) Fiserv’s Offer for Monitise Avingtrans’ Offer for Hayward Tyler* Reverse Takeover of Andes Energia / Trefoil Chisbridge’s Offer for Interquest Hanover’s Offer for Kalibrate Technology Standard Life Merger with Aberdeen AM (£11bn) John Wood Group Offer by Amec Foster Wheeler (£2.3bn) WS Atkins Offer by SNC-Lavalin (£2.1bn) Marlin Bidco’s Offer for Shawbrook (£900mil) Staunton Holdings Offer by FIH Group Atlas Merchant Capital’s Offer for Panmure Gordon Hansteen Holdings’ Offer for Industrial Multi Property Trust Severn Trent plc’s Offer for Dee Valley Sumitomo’s Offer for Fyffes Vine Acquisition’s Offer for Punch Taverns (£420mil) Libra Bidco’s Offer for Lavendon Advent International’s Offer for Brammer

2016: 2016: 2016: 2016: 2016: 2016: 2016: 2016: 2016: 2016: 2016:

HarbourVest’s Offer for SVG Capital plc (£1.bn) Kuala Lumpur Kepong Berhand’s Offer for M.P. Evans Madison Dearborn Partners’ Offer for Powerflute (£300mil) Aermont Capital’s Offer for Pinewood Group Evotec’s Offer for Cyprotex Constellation Software Inc.’s Offer for Bond International KHP Strategic 2 L.P.’s Offer for Private Equity Investor AQA Education Offer for DRS Data & Research Services Currie & Brown’s Offer for Sweett Group Tangent Holding UK’s Offer for Tangent Communications Cathexis’ Offer for ISG

*Isle of Man

©2018 Boudicca Proxy Ltd.

Track Record 2018 M&A Boudicca has already been mandated on some the most high-profile events in 2018, including the following:

2018: GKN plc – M&A Defence (£7.5bn) 2018: Tesco Offer for Booker (£3.7bn) 2018: GVC’s Offer for Ladbrokes Coral (£4.0bn) 2018: Informa Offer for UBM (£3.8bn) 2018: TTE Electronics Offer for Stadium 2017/18 Montagu Funds Offer for Servelec Tender Offer 2017/18: Vantiv Offer for Worldpay (£9bn) 2017/18: Assystem Services (Germany) for SQS (German) (£280m)

Private Equity related work: 2017: Atlas Merchant Capital’s Offer for Panmure Gordon 2017: Sumitomo’s Offer for Fyffes 2016: HarbourVest’s Offer for SVG Capital plc (£1.0bn) 2016: Kuala Lumpur Kepong Berhand’s Offer for M.P. Evans 2016: Madison Dearborn Partners’ Offer for Powerflute (£300mil) 2016: Aermont Capital’s Offer for Pinewood Group 2016: KHP Strategic 2 L.P.’s Offer for Private Equity Investor

Numerous campaigns in relation: • Shareholder engagement • Proxy vote maximisation • Corporate governance advisory • Shareholder activism • Annual Report drafting and reviewing

U.S. related 2017: Worldpay Offer by Vantiv (£9bn) 2017: Canyon Bridge’s Offer for Imagination Technologies 2017: Advent International’s Offer for Brammer 2017: Fiserv’s Offer for Monitise 2016: Constellation Software Inc.’s Offer for Bond International

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©2018 Boudicca Proxy Ltd.

Generating results since 2012

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Xstrata plc 2012 £40 billion Merger with Glencore

Essar Energy 2014 £1 billion Takeover by Essar Global Fund

OneSavings Bank 2014-2016 AGM Proxy Solicitation and Governance Advisory

Elliott Advisors 2012 – present Various Shareholder Activism Campaigns

Kentz Corporation 2014 £1.2 billion Takeover

by SNC-Lavalin

Denison Mines 2015 EGM Proxy Solicitation and Governance Advisory

KAZ Minerals plc 2013-2014 GM Proxy Solicitation

De Persgroep 2014 £200 million Takeover of Mecom Group plc

Emirates NationalOilCompany 2015-2016 £3.6 billion Takeover of Dragon Oil plc

Compagnie Financiere Richemont S.A. 2013 AGM Proxy Solicitation

BG Group plc 2014-2015 AGM, EGM Proxy Solicitation and Governance Advisory

Ladbrokes plc 2015 £2 billion Combination with Gala Coral Group

Findim Investments 2013-2014 Activism Campaign in relation to Telecom Italia

Asia Resource Minerals (formerly Bumi plc) 2013-2015 Proxy Solicitation

GVC Holdings plc 2015 £1.1 billion Takeover of bwin.party

FirstGroup plc 2013 - present Activist Defence, AGM Proxy and Governance Advisory

Africa Oil 2014-2016 AGM Proxy Solicitation and Governance Advisory

Western Gate 2016 Activism Campaign in relation to Stock Spirits Group plc

©2018 Boudicca Proxy Ltd.

Just some of the compliments that we have received…

Some of our AGM clients:

“Sheryl, just to say what a good job we thought Boudicca did for the EGM, really thorough updates and good focus by you and your team.

Thank you.”

Managing Director Corporate Broking and ECM, bulge-bracket bank

“A quick note to say a big thank you for your contribution to the plc AGM, either on the day itself or in the run-up preparations, Q&A, shareholder issues, etc. I’m pleased to say that it all went smoothly, as a result of the invaluable help and assistance from you all.”

Company Secretary, FTSE 100 company

“Thanks for this Sheryl and for all of your support in getting us here, it has felt like a very good choice for us to appoint Boudicca for what proved to be a way more eventful voting campaign than we had envisaged! If you ever need another reference, then you know where we are.

Group General Counsel and Company Secretary, FTSE SmallCap 8

©2017 Boudicca Proxy Ltd.

Value through visibility and action

Understand your shareholders: shareholder, risk and vote analysis Steer your strategy: proxy and corporate governance advisory Rally support: shareholder engagement

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Boudicca Proxy Consultants Victory through intelligent shareholder engagement

Sheryl Cuisia – Managing Director D. +44 (0) 207 183 5138 M. +44 (0) 7533 706630 E. sheryl.cuisia@boudiccaproxy.com Will King – Managing Consultant, Sales D. +44 (0) 207 183 6596 E. will.king@boudiccaproxy.com

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©2017 Boudicca Proxy Ltd.