NOAH ADVISORS INTRODUCTION TO - NOVEMBER 2018 - AWS

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NOAH ADVISORS INTRODUCTION TO - NOVEMBER 2018 - AWS
®

     INTRODUCTION TO
     NOAH ADVISORS

NOVEMBER 2018
NOAH ADVISORS INTRODUCTION TO - NOVEMBER 2018 - AWS
®

TABLE OF CONTENTS

 INTRODUCTION TO
   Corporate Finance Practice      3

 NOAH ADVISORS
   NOAH Conference                 14

   Select Completed Transactions   26

                                        2
NOAH ADVISORS INTRODUCTION TO - NOVEMBER 2018 - AWS
®

INTRODUCTION TO
CORPORATE FINANCE PRACTICE
NOAH ADVISORS

                             3
NOAH ADVISORS INTRODUCTION TO - NOVEMBER 2018 - AWS
EUROPE’S LEADING INTERNET                                                                Selected Completed NOAH Transactions

                                    CORPORATE FINANCE BOUTIQUE
                                                                                                                                                  September 2018                                              July 2018

                                                                                                                               Sale of 100% in                                   Sale of 100% in
                              ®
                                                                                                                                     10Bis

Unique Industry Know-How                               Strong Investment Banking Competence                                                                                              to

                                                                                                                                 for €135m to
  Focus on Leading European Internet companies             Over 40 years of combined relevant M&A
                                                           experience
    Covering over 400 companies across 25 online
    verticals, a broad range of over 500 investors           Routine execution of M&A and financing
    as well as 100+ online-focused corporates                transactions with sizes of several billion euros              Financial Advisor to 10bis                      Exclusive Financial Advisor to
                                                                                                                              and its shareholders                       PromoFarma and its shareholders
  Deep understanding of industry dynamics                  30 successfully completed NOAH Advisors
                                                                                                                                                        August 2017                                   December 2016
                                                           transactions underline successful transfer of
  Ability to add value beyond banking advice                                                                          Acquisition of a Majority Stake in                           Investment in
                                                           M&A competencies to the Internet sector
    Facilitates overall process and minimizes
    management distraction
                                                                                                                                       by
                                                                                                                                                                                         by
Unmatched Network and Relationships                    Full Commitment - We Are Entrepreneurs!
                                                                                                                           at a valuation of $200m
  NOAH Advisors is globally well connected                 Entrepreneurial mind-set, focused on growing the
  and has direct access to virtually all key               business and establishing a reputation for excellence
                                                                                                                       Financial Advisor to EMK Capital                    Financial Advisor to Silver Lake
  players in the industry
                                                           Ability to deliver top results in short time frames
    Knowledge of and strong relationships with                                                                                                       October 2016                                     December 2014
    potential buyers’ key decision makers                                                                                       Investment in
                                                           Highly success-based compensation structures
                                                                                                                                                                                  Sale of 100% of
    Proactively finds and unlocks attractive               align interests of clients and NOAH Advisors, and
    investment opportunities for leading investors         demonstrate conviction to deliver top results
                                                                                                                                      by
  Annual NOAH Conference in its 8th year
                                                           Creative deal solutions                                                                                                   for $800m to

                                                                                                                               84% Ownership
                              The NOAH Advisors Core Banking Team
                                                                                                                   Exclusive Financial Advisor to KäuferPortal             Exclusive Financial Advisor to
                                                                                                                              and its Shareholders                      Fotolia and the Selling Shareholders
                   Marco Rodzynek                                      Jan Brandes
                                                                                                                                                        October 2014                                          May 2014
                   Managing Director & Founder                         Managing Director
                                                                                                                               Sale of 100% of

                                                                                                                                                                                   sold 100% of

                                                                                                                                  for €80m to
                   Nikhil Parmar                     Olek Skwarczek                        Lukas Schlund                                                               for $228m to a joint venture between
                   Director                          Associate                             Analyst

                                                                                                                         Exclusive Financial Advisor to                  Exclusive Financial Advisor to Yad2
                                                                                                                          Trovit and its Shareholders                           and its Shareholders

                                                                                                                                                                                                                          4
NOAH ADVISORS INTRODUCTION TO - NOVEMBER 2018 - AWS
THE NOAH ECOSYSTEM
                           MEDIA              LARGE CAP INTERNET         OTHER                  VENTURE CAPITAL
EARLY STAGE

                                                                                                             e ventures

                                                CORPORATES

                                                                                                GROWTH CAPITAL

                                                                                    INVESTORS
              INTERNET

                                                                ®
                                      Connecting Leaders to Support
                                      the European Digital Ecosystem
                                             SERVICE PROVIDERS

                         RECRUITING              ADVERTISING             LEGAL

                                                                                                   BUYOUT
LATE STAGE

                         ACCOUNTING              PR AGENCIES           CONSULTING

                                                                                                                          5
NOAH ADVISORS INTRODUCTION TO - NOVEMBER 2018 - AWS
EUROPE’S LARGEST INTERNET COMPANIES
A significant number of companies valued above €100 million               ®

 ADVERTISING                            CLASSIFIEDS           ECOMMERCE

 SERVICES                               GAMING

 LEAD GENERATION & MARKETPLACES         TRAVEL                APPS

                                                                              6
NOAH ADVISORS INTRODUCTION TO - NOVEMBER 2018 - AWS
UNIQUE ACCESS TO A WIDE RANGE OF INTERNET INVESTORS
               Long lasting relationships with strategic and financial investors

                                                           ®

 INTERNET                    Coverage of 75,000 industry leaders                       TRADITIONAL
LARGE CAP                      through conferences and M&A                             TMT & RETAIL
               VC AND
                                                                      PRIVATE EQUITY
            GROWTH FUNDS
                                ANGELS /
                                                   HEDGE FUNDS
                              FAMILY OFFICES

                                                                                                      7
NOAH ADVISORS INTRODUCTION TO - NOVEMBER 2018 - AWS
NOAH HAS ACQUIRED UNIQUE UNDERSTANDING OF THE EUROPEAN ONLINE ECOSYSTEM
                                                                                                                                                                                                                   ®

                                                                                                         SECTOR KPIs
                                                                                                   EBITDA CAGR 2017E-2019E

                             45%

                     38%                     37%

                                                                              24%                                                                      26%
                                                               23%
                                                                                     20%
                                                      18%
                                                                                                                15%                                                         14%             13%
                                                                                                                            10%              9%
                                                                                              6%                                                             8%                     6%                        6%

                    E-commerce              Search & Portals     Social              Classifieds                Marketplaces             Lead Generation           Travel            Gaming          Advertising

                                                                                                       Europe                United States

                                                                                                      EBITDA MARGIN 2018E

                    47%
                                                                                                                            44%                                                             42%

                                                      34%                                                                                              32%
                             28%             30%
                                                               28%                   26%
                                                                              25%                               25%                          23%
                                                                                                                                                             20%
                                                                                                                                                                            15%    16%
                                                                                              11%
                                                                                                                                                                                                             9%
                                                                                                                                                                                                     4%

                    Marketplaces                 Gaming              Travel         Lead Generation               Social                 Search & Portals     Advertising           Classifieds      E-commerce

                                                                                                       Europe                United States

                                                                                      CASH CONVERSION: FCF / EBITDA 2018E

                     82%
                              70%
                                             66%                          62%                                               63%                        64%
                                                               60%
                                                                                     54%                                                                                                    52%
                                                                                             46%                48%                          46%             45%
                                                      41%
                                                                                                                                                                            33%
                                                                                                                                                                                   29%
                                                                                                                                                                                                     20%     19%

                       Gaming               Lead Generation    Marketplaces           Advertising                  Travel                         Social     Classifieds          Search & Portals   E-commerce

                                                                                                       Europe                United States

 Note: Calculation based on sector aggregates.
                                                                                                                                                                                                                       8
NOAH ADVISORS INTRODUCTION TO - NOVEMBER 2018 - AWS
UNDERSTANDING COMPANY VALUATIONS
                                                                                                                                                                                                                                                         ®

                                         GROWTH DRIVEN VALUATION                                                                                                                           SECTOR VALUATIONS
                                                              EUROPE                                                                                                                            EV / EBITDA 2018E
    EV / EBITDA 2017E
     50x                                                                                                                                                                                                                September 2018
     45x
                                                                                                                                                                                                                                                 55.7x
     40x                                                                                                                                                 E-commerce
                                                                                                                                                                                                                                         42.1x
     35x

     30x
                                                                                                                                                                                                                              30.1x
     25x                                                                                                                                                    Social
                                                                                                                                                                                                        15.0x
     20x

     15x
                                                                                                                                                                                                                    21.1x
     10x                                                                                                                                                Marketplaces
                                                                                                                                                                                                      13.5x

      5x

                                                                                                                                                                                                              17.6x
                           5%                   10%                    15%                  20%                25%                     30%                  Lead
                                                                                                                                                          Generation                                  14.2x
                                                                                                  EBITDA CAGR 2017E-2019E
Note: Size of bubble represents Enterprise Value.
                                                                                                                                                                                                            16.2x
                                  HISTORICAL VALUATION BY REGION                                                                                             Travel
                                                                                                                                                                                                      13.9x
                                         EV / 1 YEAR FORWARD EBITDA
     35x
                                                                                                                                                                                                      13.5x
                                                                                                                                                           Search &
                                                                                                                                                            Portals                                   14.0x
     30x

     25x
                                                                                                                                                                                             8.3x
                                                                                                                                                          Advertising
                                                                                                                                                                                                    11.8x
     20x

     15x                                                                                                                                                                                     8.2x
                                                                                                                                                          Classifieds
                                                                                                                                                                                                    12.5x
     10x

                                                                                                                                                                                    3.6x
      5x
                                                                                                                                                           Gaming
                                                               Europe                 United States             Rest of World                                                                                 18.3x
           0

                      11

                                    12

                                                    13

                                                                  14

                                                                                     15

                                                                                                    16

                                                                                                                    7

                                                                                                                                   8
                0

                             1

                                           2

                                                          3

                                                                              4

                                                                                             5

                                                                                                          6

                                                                                                                         7
          1

                                                                                                                  1

                                                                                                                                 1
               l-1

                            l-1

                                          l-1

                                                         l-1

                                                                             l-1

                                                                                            l-1

                                                                                                         l-1

                                                                                                                        l-1
       n-

                     n-

                                    n-

                                                 n-

                                                                  n-

                                                                                     n-

                                                                                                   n-

                                                                                                               n-

                                                                                                                              n-

                                                                                                                                                                                              Europe                   United States
               Ju

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                                                         Ju

                                                                         Ju

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      Ja

                     Ja

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Note: NTM EBITDA derived by time-weighted estimates. Forward multiples are median values for region.                                         Note: Calculation based on sector aggregates.
                                                                                                                                                                                                                                                             9
NOAH ADVISORS INTRODUCTION TO - NOVEMBER 2018 - AWS
SELECT COMPLETED TRANSACTIONS
                                                                                                                                                                            ®

                        September 2018                                    July 2018                                August 2017                              December 2016

          Sale of 100% in                           Sale of 100% in                   Acquisition of a Majority Stake in
                                                                                                                                             Investment in
               10Bis

                                                           to                                        by
                                                                                                                                                   by
           for €135m to

                                                                                          at a valuation of $200m

     Financial Advisor to 10bis               Exclusive Financial Advisor to
                                                                                       Financial Advisor to EMK Capital              Financial Advisor to Silver Lake
        and its shareholders                PromoFarma and its shareholders

                            October 2016                           September 2016                                    May 2016                               November 2015

                                           Acquisition of a Majority Stake in                   Investment in
           Investment in
                                                                                                   10Bis                              $5m fundraising and
                                                           by                                                                       NOAH as the Lead Investor
                 by
                                                          from                                       by

         84% Ownership                          at a valuation of €300m

   Exclusive Financial Advisor to                                                       Exclusive Financial Advisor to
                                           Financial Advisor to Oakley Capital                                                   Exclusive Financial Advisor to Pipedrive
  KäuferPortal and its Shareholders                                                      10Bis and its Shareholders

                        September 2015                                 August 2015                                   July 2015                              December 2014

      Sale of a 70% stake in                                                                 Primary funding for                            Sale of 100% of
             Drushim                       $30m fundraising and NOAH
                                                 as Co-Investor
                                                                                                    from
                                                                                                                                             for $800m to
                 to

   Exclusive Financial Advisor to                                                                                                    Exclusive Financial Advisor to
                                           Exclusive Financial Advisor to Aloha             Advisor to BIScience
   Drushim and its Shareholders                                                                                                   Fotolia and the Selling Shareholders

                                                                                                                                                                                10
SELECT COMPLETED TRANSACTIONS (Cont’d)
                                                                                                                                                                                   ®

                              October 2014                             September 2014                                September 2014                                 August 2014

          Sale of 100% of                         Sale of controlling stake in

                                                                                                                                                      sale to
            for €80m to                                        to

    Exclusive Financial Advisor to               Exclusive Financial Advisor to
                                                                                          Analysed Strategic Alternatives for mytaxi    Advisor to the Selling Shareholders
     Trovit and its Shareholders                 Facile.it and its Shareholders

                                  May 2014                               February 2013                                      May 2012                                  April 2012

                                                                                                                                                Sale of 100% in
            sold 100% of                       Growth equity investment from
                                                                                         $150 million growth equity investment from

                                                                                                                                                        to
        for $228m to a joint                        for a 30% stake alongside            for a 50% stake alongside Fotolia’s Founders
                                             Softonic’s Founders and Angel Investors       and TA Associates Additional $150 million
                                                      at a valuation of €275m                        senior debt financing

  Exclusive Financial Advisor to Yad2            Exclusive Financial Advisor to                Financial Advisor to Fotolia and            Financial Advisor to Toprural
         and its Shareholders                    Softonic and its shareholders                        its Shareholders                         and its Shareholders

                           December 2011                               November 2011                                     August 2011                                   July 2011

                                                  Sale of a majority stake in                                                              Sale of a majority stake in
           Fund raising for                                                                           Fund raising for

                                                                                                                                                        to
                                                               to
  from various investors including                                                                 from various investors
          Angel Investors                       Quants Financial Services AG
                                                                                                                                             at a valuation of €40m

                                                 Exclusive Financial Advisor to
        Advisor to Work4 Labs                                                                      Advisor to RankAbove                   Exclusive Advisor to EnGrande
                                                 grupfoni and its Shareholders

                                                                                                                                                                                       11
The NOAH Advisors Team                                                                                                                                                                                                                                           ®

                 Marco Rodzynek                                                       Jan Brandes                                                       Justus Lumpe                                                          Dr. Gerhard
                 Managing Director & Founder                                          Managing Director                                                 Managing Director                                                     Cromme
                 Apr-09                                                               With NOAH Advisors since Aug-10                                   With NOAH Advisors since Dec-15                                       Chairman
                 marco.rodzynek@noah-advisors.com                                     jan.brandes@noah-advisors.com                                     justus.lumpe@noah-advisors.com                                        With NOAH Advisors
                 Mobile: +41 799 58 1512                                              Mobile: +49 174 2010 984                                          Mobile: +44 77 0811 6401                                              since Jun-17

Previous Experience                                                Previous Experience                                               Previous Experience                                                   Previous Experience
  Lehman Brothers, 1998 - April 2009 (acquired by Nomura             Lehman Brothers, 2005 – May 2010 (Nomura from end                 Lehman Brothers / Nomura, Industrials, 2005-2012                      Chairman of the Supervisory Board of
  end 2008)                                                          2008) - Media/TMT Investment Banking                              Royal Bank of Canada, Industrials, 2013-2015                          Siemens AG
  - Head of Internet, Media Investment Banking                       20+ completed M&A deals, including:                               Selected transactions include:                                        Former Chairman of the Executive Board and
  40+ completed M&A deals ($95bn+), including:                                                                                                                                                               later Chairman of the Supervisory board of
                                                                                                                                                                                                             ThyssenKrupp AG
                                                                                                                                                                                                             Board memberships include: Compagnie de
                                                                                                                                                                                                             Saint-Gobain, Allianz SE, Deutsche Lufthansa
                                                                                                                                                                                                             AG, E.ON AG, BNP Paribas S.A., Suez S.A.,
                                                                                                                                                                                                             Volkswagen AG, ABB Ltd., Thales S.A. and
                                                                                                                                                                                                             Axel Springer AG

              Nikhil Parmar                                                                           Aleksander Skwarczek                                                                    Lukas Schlund
              Director                                                                                Associate                                                                               Analyst
              With NOAH Advisors since Jul-12                                                         With NOAH Advisors since Sep-15                                                         With NOAH Advisors since Feb-18
              Previous Experience                                                                     Previous Experience                                                                     Previous Experience
                 BSc in Economics and MSc in Economics (with specialisation in                           M&A / corporate finance at IPOPEMA Securities, EY and KPMG                              Investment banking and Venture Capital experience from Seven-
                 Finance) from the London School of Economics                                            Completed M&A deals include:                                                            Ventures, aws Founders Fund, GP Bullhound and BNP Paribas
                 Completed M&A deals include:                                                                                                                                                    Graduated in Management from EBS Business School and
                                                                                                                                                                                                 KEDGE Business School

              Marco Bombach                                                      Maria del Mar Pérez                                           Gema Alba                                                            Gabriela Clauss
              Creative Director                                                  CTO                                                           New Media Designer                                                   Customer Relations & Sales
              With NOAH Advisors since Jun-10                                    With NOAH Advisors since Feb-17                               With NOAH Advisors since Jun-15                                      With NOAH Advisors since Feb-16
              Previous Experience                                                Previous Experience                                           Previous Experience                                                  Previous Experience
                 Digital content creation, creative concept                         9+ years experience in software                               12+ years experience in visual and                                   Sales & Relationshipmanager Trusted
                 development, covering the full audio-visual                        development                                                   user interface design, and UI                                        Family, NY
                 production chain, content distribution and                         BSc in Computer Engineering                                   development                                                          Sales & Relationshipmanager Family
                 optimization                                                                                                                                                                                          Office Exchange, London
                 14+ years in the new media industry

              Paula García                                                       Marina Krolovich                                               Hadar Shalev                                                        Daniel Wasowicz
              VP NOAH                                                            Data Manager                                                   Key Account Manager                                                 Head of Data Team
              With NOAH Advisors since Jan-16                                    With NOAH Advisors since Jan-12                                With NOAH Advisors since Oct-18                                     With NOAH Advisors since Feb-16
              Previous Experience                                                Previous Experience                                            Previous Experience                                                 Previous Experience
                 Sales & Marketing, QP Magazine @ The                               Manager in International Business                              2 years as Project manager at a film and                            Assistant Director of Sales in HERMES
                 Telegraph, London                                                  Department of SOE “Belaeronavigation”                          television production company                                       POLAND
                 Client Service, Global Forest Partners,                            (Civil Aviation Industry)                                      BA in business management and
                                                                                                                                                                                                                       Business Owner’s assistant in Ledkos
                 NH, USA                                                                                                                           economics from Interdisciplinary center
                                                                                                                                                   Herzeliya

                                                                                                                                                                                                                                                                 12
SELECTED INVESTOR REFERENCES
The best trust us and work with us                                                                                                                                                                                                          ®

                    Index Ventures is one of Europe’s leading Internet VC                              European serial entrepreneur. Founded Amen and                               European Founders have helped shape some of the
                    group                                                                              Fotolia, Europe’s leading stock photography company                          most successful internet companies in the region and
                    Joined Yahoo! from Kelkoo, when Yahoo! acquired the                                First client of NOAH Advisors                                                beyond
                    company in March 2004                                                              Deals: Amen, Fotolia                                                         Select past investments include: Facebook, LinkedIn,
                    CEO of Yahoo! Europe from 2004 to 2007                                                                                                                          Delivery Hero, HomeAway, Trivago
   Dom Vidal                                                                    Oleg Tscheltzoff                                                                 Oliver Samwer
    Partner         Deals: Kelkoo, Adconion, Be2, Criteo                             CEO                                                                           Co-founder
 Index Ventures                                                                     Fotolia                                                                     European Founders

                    Accel is a leading globally active VC                                              Founder of Xing. One of Germany’s most successful                            Formerly with Providence Equity Partners, Morgan
                    Before joining Accel, was at Perry Capital, a $10bn                                start-ups                                                                    Stanley and Lehman Brothers. Co-founder of
                    hedge fund                                                                         Cinco Capital is building a portfolio of holdings in                         Continuum Group
                    Spent a decade in Silicon Valley and was founder of                                private & public companies                                                   Deals: Casema, Canal Digitaal, Com Hem, Digiturk,
                    E-motion                                                                           Deals: Xing, Boettcher Hinrichs AG                                           Versatel, Bibit, Perfrom Group, Acision, Warner Music
  Harry Nelis                                                                     Lars Hinrichs                                                                 Jörg Mohaupt
   Partner          Deals: Gameforge, Check24, Kayak, Netvibes,                       CEO                                                                        Head of TMT
    Accel           Spreadshirt & more                                            Cinco Capital                                                                 Access Industries

                    Klaus is Europe’s most successful and respected angel                              Head of KKR’s European Media Industry team                                   A bulge-bracket private equity and growth capital
                    investor                                                                           Led investments in Fotolia Holdings and in BMG                               investor
                    Joined AOL in 1995                                                                 Rights Management with a significant role in a number                        Focuses on firm’s European technology, media and
                    Deals: AOL, Freenet, Skype, King.com, Stardoll, XING,                              of other transactions                                                        communications investments, and activities in
                    Spotify, Xing                                                                                                                                                   emerging Europe
Klaus Hommels                                                                     Philipp Freise                                                                   Jo Schull
      CEO                                                                            Partner                                                                    Managing Director   Deals: Ziggo, FiberNet, Centrum, Nectar (Loyalty
    Lakestar                                                                           KKR                                                                       Warburg Pincus     Management)

                    TA Associates is a leading European growth capital                                 More than 14 years of experience in the private equity                       Summit is one of the world’s leading providers of
                    investor                                                                           industry                                                                     growth capital
                    Deals: M&M, eCircle, Micromax, AVG, Fotolia,                                       Has invested in more than 80 companies, built several                        Deals: AVAST Software, Ogone, SafeBoot, Web
                    eDreams, GlobeOp, OpenLink, Radialpoint, Datek                                     category leading businesses in consumer internet                             Reservations International, vente-privee.com among
                    Online Holdings, Idea Cellular and The Island EC                                   Deals: Brands4Friends, Parship, Experteer, GameDue-                          others
Jonathan Meeks                                                                    Martin Weber                                                                    Scott Collins
    Partner                                                                      Managing Partner      ll, Adscale, Zalando & more                              Managing Director
 TA Associates                                                                  Holtzbrinck Ventures                                                             Summit Partners

                    HF is the globally leading private equity investor in the                          Founder of Softonic.com, one of the most visited sites                       Head of the European Technology and the Media
                    Internet sector                                                                    in Spain with 70m monthly unique visitors                                    Investment Banking Group at Goldman Sachs
                    Deals: Doubleclick, Getty Images, Web Reservations,                                European leader in software downloading                                      Deals: Numerous (incl. Facebook fundraising)
                    IRIS, SSP                                                                          Second client of NOAH Advisors
 Patrick Healy                                                                    Tomás Diago          Sold a
®

INTRODUCTION TO
NOAH CONFERENCE
NOAH ADVISORS

                  14
Three Conferences, One Mission: Empower the European Digital Ecosystem

 Connecting Israel’s Startups with               Connecting European Champions                                Connecting Capital and
  Large Corporates and Investors                         and Challengers                                         Entrepreneurs

           10-11 April 2019                                  13-14 June 2019                                      30-31 October 2019
           Hangar 11, Tel Aviv                                 STATION Berlin                                     Old Billingsgate, London

 Mission   To promote Israel - European          Mission   To bring together future-shaping             Mission     To provide a physical marketplace
           relationships and enable funding                executives and investors active across                   that facilitates funding of digital
                                                           segments driven by digital revolution                    European companies at all stages

    ~1,200 selected attendees – 300 European        ~5,000 attendees – executives, investors, digital      1,500+ attendees – the “who is who” of
    corporates and 900 Israeli start-ups and        service providers                                      European Internet
    leading executives                              Unique mix of CEOs from European traditional           100+ of Europe’s leading digital businesses
    Presentations by 60+ selected Israeli 		        large caps and top-funded startups on stage            and 80+ handpicked top start-ups on stage
    investors and top start-ups                     Focus on emerging start-ups - 80+ handpicked           New program focus: Investors and entrepreneurs
    Company visits and events hosted by 		          young companies on the Startup Stage                   tell their common success stories
    start-ups on day 2                              Partner dinners and satellite events throughout        Pre-event matchmaking – tell us who you
    Casual networking events                        the city                                               want to meet
    Conference app with top search and meeting      Workshops and exhibitions by leading digital           Totally revamped conference app and
    functionalities                                 service providers                                      networking / matchmaking technology
    Invitation only                                 Totally revamped conference app and 		                 Topical meeting areas to make new relevant
    Pre-event matchmaking – tell us who you         networking / matchmaking technology                    contacts
    want to meet                                    Pre-event matchmaking – tell us who you
                                                    want to meet

                                                                                                                                                            15
Eric Schmidt                                                                                                                                      Robert Gentz
                             Executive Chairman                                                                                                                                        CEO

                                                                                                                                                                   Dara Khosrowshahi
                                          Dr. Mathias Döpfner                                                                   ®                                  CEO
                                                         CEO                                                                                                                                        Jose Neves
           Dr. Dieter Zetsche
                                                                                                                                                                                                          CEO
           Chairman of the Board
           of Management                                                                           HIGH PROFILE
                                                                                                                                                       Henry Blodget
                                                                                                    SPEAKERS                                           CEO, Editor-In-Chief
                                                        Dr. Bernd Montag
                                                                    CEO                                                                                                                                Riccardo Zacconi
    Ralph Hamers                                                                                                                                                                                         Founder & CEO
    CEO                                                                                                 Tel Aviv 2018 KPIs
                                                                                                         70+ Speakers                                 Niklas Östberg
                                                                                                          17 Partners                                 Co-Founder & CEO
                                                                                                        200+ International Guests
                                                                                                                                                                                                          Oliver Samwer
    Herbert Hainer                                          Dr. Richard Lutz                                                                                                                             Founder & CEO
    CEO                                                                 CEO
                                                                                                        Berlin 2018 KPIs
                                                                                                        120+ Speakers                                     Hakan Koç
                                                                                                                                                          CEO
                                                                                                          62 Partners
                                                                                                                                                                                               Rolf Schrömgens
            Glenn Fogel                                                                                   12 Workshops
                                                   Thomas Ebeling                                                                                                                             Co-Founder & CEO
            CEO
                                                            CEO
                                                                                                        London 2018 KPIs
                                                                                                                                                                          Arianna Huffington
                                                                                                        120+ Speakers                                                     Co-Founder and
                                                                                                                                                                          Editor-in-Chief
                              Sir Martin Sorrell                                                          34 Partners
                              CEO                                                                          5 Workshops

                                                                     Julie Linn Teigland
                                                                     MP EY Germany,
                                                                                                                                                        Dr. Klaus Hommels
                                                                                                                                                        Founder & CEO
                                                                                                                                                                                                                 Internet
Corporate                                                            Switzerland, Austria

                                                                                   Karel Dörner                                                                Rainer Maerkle
                                                                                  Senior Partner                                                               General Partner
                                                     Karim Jalbout                                                                   Philipp Freise
                                                     Head of the European                                                            Partner
                                                     Digital Practice

                                                                                  Pieter van der Does                                                                          Al Gore
                                                                                                 CEO                                                                          Chairman
                                                     Alex Kayyal
                                                     Head of Salesforce                                                             Sonali De Rycker
                                                     Ventures Europe                                                                Partner

                                                                                 John Collison                                                               Niklas Zennström

Service Provider                                                                     President                                                                           CEO
                                                                                                                                                                                                          Investor
                                                                 Mikkel Svane
                                                                 CEO                                                                          Mike Lynch
                                                                                                                                              Founder & CEO

                                                                                                                                                                                                                            16
721 Attendees
 70+ Speakers

   68% Israel

   10% Germany

   5%    UK

   5%    USA

   2%    Switzerland

   9%    Other
                                                          Company Size (# employees)
Senior Decision Makers                                      11%   Over 10,000
                                                            11%   1001-10,000
   36%    C-Level
                                                            3%    501-1,000
   20%    Senior Executive
                                                            7%    251-500
   15%    Investment
          Partner                                           11%   101-250

   4%     Owner, Founder                                    6%    51-100

   2%     Board Member                                      29%   11-50

   24%    Other              76% senior decision makers     21%   1-10

                                                                                       17
Senior Decision Makers

7,840 Unique Attendees to Date     47%   C-Level

                                   18%   Owner, Founder
200+ Unique Speakers
                                   10%   Investment
                                         Partner
  67% Germany                      24%   Other
  9%   UK
                                                          ~75% senior decision makers
  5%   Switzerland

  2%   US

  18% Other                      Company Size (# employees)
                                   13%   Over 10,000
  42% Internet Entrepreneurs       15%   1001-10,000
      and Executives
                                   5%    501-1,000
  21% Investors
                                   7%    251-500
  17% Service Providers
                                   11%   101-250
  16% Corporate Executives
                                   7%    51-100
  4%   Press
                                   27%   11-50
  1%   Other
                                   16%   1-10

                                                                                        18
7,200+ Unique Attendees
 Senior Decision Makers                                                                                    to Date
                                                                                                      350+ Unique Speakers
46% C-Level                                                                                           500+ Company Financings and M&A
20% Owner, Founder                                                                                         Transactions Originated @NOAH
9%   Investment Partner
                                                                                                      25% UK
25% Other
                                                                                                      24% Germany

                   ~75% senior decision makers                                                        12% US
                                                                                                      5%   Spain

Company Size (# employees)                       Launched in 2009, the NOAH Conference has            4%   Switzerland
                                                 grown into the preeminent European event where       3%   Poland
                                                 over 4,000 senior executives and investors meet
6%   Over 10,000                                                                                      27% Other
                                                 to
9%   1001-10,000                                  • Gain insights into the latest proven concepts
7%   501-1,000                                    • Network and establish new business                38% Internet Entrepreneurs
                                                    relationships                                         and Executives
9%   251-500
                                                  • Find customers and top B2B service                25% Investors
15% 101-250
                                                    providers                                         14% Service Providers
5%   51-100
                                                  • Enjoy other events organized around the           13% Corporate Executives
35% 11-50                                           main conference (Speaker Dinner, NOAH             4%   Press
                                                    Party, satellite events)
14% 1-10                                                                                              7%   Other

                                                                                                                                           19
THIS IS NOAH CONFERENCE
NOAH CONNECTS LEADERS AT ONE PLACE USING
                                                                                                                    “     It´s a very good conference,
                                                                                                                          one can do business!
                                                                                                                                                           “
                                                                                                                          Oliver Samwer
BEST-IN-CLASS CONFERENCES AND TECHNOLOGY
                                                                                                                          CEO, Rocket Internet
TO EMPOWER THE EUROPEAN DIGITAL ECOSYSTEM

           SPEAKERS AT NOAH HEARING THE STORY OF EUROPEAN DIGITAL LEADERS                                                              TO LEARN
                                                                   STARTUP STAGE FOR YOUNG
 MAIN STAGE: $100M MINIMUM
         VALUATION          VALUATION
                    OF $100M+                                                                                            OUR AUDIENCE IS OUR STAGE
                                                                     EUROPEAN COMPANIES

 120+ speakers at NOAH18 London main stage                                                                        By invitation only
 100 Firms on NOAH17 London Main Stage
 640 companies presented since 2009 (37 digital                                                                   12,000+ unique attendees to date at NOAH
 [ ] Companies presented on Main Stage
 unicorns)                                                                                                        Conferences
 Of which [ ] Unicorns                                     90 x 6-min pitches at NOAH Berlin
 Speakers are CEOs and founders                                                                                   23,000 viewers watch the recordings or live
 Of the top 100 Internet Exits in last 5 years in Eu-      CEOs and founders from emerging companies less         streams
 Including: Adyen, BlaBlaCar, Check24, Criteo,             than 4 years old
 rope by size, [%] passed through our stage
 Deliveroo, Delivey Hero, Farfetch, Gett, HelloFresh,                                                             Videos and presentations of all past conferences
                                                           Live audience of 100 (Berlin) to 200 (London), video
 King.com, MoneySuperMarket, Scout24, Spotify,                                                                    Corporate champions attending regularly NOAH:
                                                           live stream and inclusion in NOAH media library
 Stripe, TransferWise, Trivago, UBER, WeWork,                                                                     Credit Suisse, Daimler, Deutsche Bank, Digital
 Wix, Yandex, etc.                                         3 winners (online voting) present on main stage at     McKinsey, eBay, Facebook, Google, ING, Naspers,
                                                           next NOAH                                              Porsche, Priceline, ProSiebenSat.1, TUI, etc.
                                                           Unique track record of funding origination

                                                                                                                              NOAH18 LONDON

                                                                                                                           ATTENDEES BY COUNTRY
                                                                                                                   25%   UK
                                                                                                                   24%   Germany
                                                                                                                   12%   US
     NOAH18 LONDON SPEAKER BOOK                                         WNNERS TO DATE                             5%    Spain
                                                                                                                   4%    Switzerland
                                                        STARTUP STAGE                                              3%    Poland
                                                        NOAH18 Berlin: #1 KIDSORTED, #2 Zana Technologies          27%   Other
                                                        #1 Fintech Competition - FinCompare
                                                        NOAH17 London: #1 The Work Crowd, #2 Misterporter,                 ATTENDEES BY SENIORITY
                                                        #3 Everdine
                                                        NOAH17 Berlin: #1 Lalafo, #2 Bitbond, #3 TravelPerk
                    CLICK                               NOAH16 London: #1 Beezer, #2 CodeMonkey, #3 EyefitU        46%   C-Level
                   TO VIEW                              NOAH16 Berlin: #1 Fraugster, #2 123Sonography,             20%   Owner, Founder
                                                        #3 adMingle, #4 Scalable Capital, #5 Webdata Solutions     9%    Investment Partner
                                                        SEVENVENTURES PITCH DAY                                    25%   Other
                                                        N15LON SnapCam      N15BER Withings
                                                        N14LON Cashboard    N13LON GetYourGuide                                        ~75% senior decision makers
                                                                                                                                                                     20
NOAH CONNECTS CAPITAL AND ENTREPRENEURS TO INVEST,
                                RAISE MONEY AND BUILD LONG TERM INVESTOR RELATIOSHIPS
             INVESTORS AT NOAH                                                     VC PANEL                                         INVESTOR BOOK

 NOAH hosts the top VC, Growth Capital and                      A classic session at NOAH since 2009                   100 - 150 detailled investor profiles with
 Buyout investors interested in Internet                                                                               contact details and the NOAH Investor Book
                                                                London 2018: Lakestar, Accel, TPG, DST Global,
 We hosted on main stage 52% of the top 100                     Permira and Holtzbrinck Ventures                       We do the NOAH Investor Book since 2013
 digital M&A Exits in Europe since the launch of
 NOAH Conference in Nov 2009
 25+ Investors present their portfolio Stars on                                                                             NOAH18 LONDON INVESTOR BOOK
 NOAH18 London Main Stage
 500 unique investor funds attended NOAH to
 date

                                                                                                                                        CLICK
                                                                                                                                       TO VIEW

                                       TOP INVESTORS COME TO NOAH REGULARLY! - Total Attendees over the Last 8 Years

1.   Lakestar                   105      14. Eight Roads                      40       27. Maryland                    28      40. Coparion                   22
2.   Holtzbrinck Ventures       85       15. Permira                          39       28. Oakley Capital              28      41. SpeedInvest                22
3.   Index Ventures             77       16. Acton Capital                    38       29. Earlybird Venture Capital   27      42. Catalonia Trade &          21
4.   Hellman & Friedman         75       17. Summit Partners                  36       30. Project A Ventures          27          Investment
5.   KKR                        69       18. Partech Ventures                 35       31. NGP Capital                 26      43. Frog Capital               21
6.   SevenVentures              69       19. Rocket Internet                  35       32. Piton Capital               26      44. Northzone                  21
7.   Target Global              67       20. e.ventures                       33       33. Spectrum Equity Investors   25      45. Rheingau Founders          21
8.   Vitruvian Partners         58       21. MCI Capital                      33       34. 10x.Group                   24      46. DN Capital                 20
9.   General Atlantic           55       22. Atlantic Labs                    31       35. FinLeap                     24      47. Scottish Equity Partners   20
10. Accel Partners              53       23. btov Partners                    30       36. HPE Growth Capital          24      48. TPG Capital                20
11. BCG Digital Ventures        44       24. Macquarie Capital                30       37. iLab Ventures               24      49. LetterOne Technology       19
12. TA Associates               42       25. Insight Venture Partners         29       38. HgCapital                   23      50. RTP Global                 19
13. EQT Partners                41       26. Technology Crossover Ventures 29          39. Atomico                     22

                                                                                                                                                                    21
SERVICE PROVIDERS AT NOAH TO FIND NEW CUSTOMERS
                                           OR THE MOST PROVEN SOLUTIONS AND TOOLS
                     PARTNERS                                          SATELLITE EVENTS                                      NOAH BIBLE

   135 partners in 2017/2018                               40 satellite events in 2017/2018                  450 trading comparables across 40 sectors
   75 exhibition stands                                    Speakers Dinner                                   300+ most significant transactions
   38 workshops                                                                                              Traffic analysis of key B2C sectors
                                                                                                             NOAH Disruptor List: hottest companies by funds
                                                                                                             raised
                                                                                                             Published since May 2015
                                                                                                             Click here to sign up

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                                                                                                                               TO VIEW

                                NETWORKING AT NOAH DO BUSINESS AND DON’T WASTE TIME
                                AT CONFERENCES (WE ARE CURATING YOUR CONFERENCE VISIT)
                  MATCHMAKING                                                                                   MEETING ROOMS AT NOAH BERLIN

An introduction platform for the most relevant inves-                                                        Meeting spaces on site
tors and companies ahead of NOAH London and Berlin:                                                          12 meeting locations – easy to find, live and on
                                                           Over 9,000 messages and 7,000 meetings set up
   Over 1,200 investor meetings requests about to          at NOAH Berlin                                    the floorplan
   get sent to 630 investors                                                                                 Meeting rooms bookable on demand
                                                           The app used by 75% of the conference attendees
   2,300 company meetings requests about to get
                                                           NOAH Connect App Guide
   sent to 1,000 leading digital companies at all stages

            630+ INVESTMENT FUNDS

          1,000+ INTERNET COMPANIES

                                                                                                                                                                22
NOAH CONFERENCE 2016-2018 HIGHLIGHTS TO WATCH

DARA KHOSROWSHAHI                                             CHRISTOPH KEESE                 AL GORE
CEO                                                                      CEO                  Chairman

                                                                    Peter Altmaier, Federal Minister for
   Travis Kalanick, Uber        Payal Kadakia, ClassPass               Economic Affairs and Energy         AUTO1 Group, Target Global,   Niklas Östberg, Delivery Hero
Dr. Dieter Zetsche, Daimler   Adam Valkin, General Catalyst             Klaus Hommels, Lakestar             Allianz X, Deutsche Bank      Stefan Nicola, Bloomberg
                                                                     Marco Rodzynek, NOAH Advisors

                              Are you Ready for Take Off?                                                                                        Investor Panel
 Whitney Wolfe, Bumble                                                     Sebastiaan Vaessen              Dharmash Mistry, Lakestar
                                  Remo Gerber, Lilium                                                                                     EMK Capital, Insight Venture
 Andrey Andreev, Badoo                                                          Naspers                     Peter Smith, Blockchain
                               Florian Reuter, Volocopter                                                                                Partners, Target Global, iAngels

                                                                                                                                                                            23
NOAH IS A UNICORN BREEDING GROUND
                                                       Challengers with a combined valuation of > $150bn and Champions with a combined
                                                                       market cap of > $3tn presented at NOAH since 2009
Speaking          # of Times First                                                                                         Speaking                       First
                                     Segment                         Founded Raised   Current Status                                         # of Times           Segment                    Founded Raised    Current Status
Company           at NOAH Time                                                ($m)                                         Company           at NOAH      Time                                        ($m)
Challengers                                                                                                                Challengers
Adyen            11          2010    Payments                         2006     266    $18.83bn market cap                  Uber                    2      2016    Taxi Apps                   2009    11,562   Reached unicorn status
AUTO1 Group      6           2015    Classifieds - Cars               2012     880    Reached unicorn status               Waze                    3      2011    Navigation & Parking        2007      67     Sold to Google for $1.1
AutoTrader       4           2010    Classifieds - Cars               1977       -    $4.74bn market cap                   WeWork                  4      2015    Workspaces                  2010    9,854    Valued at $20bn
Avast            1           2012    Cybersecurity & Anti-Virus       1988     100    Reached unicorn status               Wix.com                 5      2012    Horizontal SaaS             2006      59     $4.45bn market cap
AVG              2           2009    Cybersecurity & Anti-Virus       1991     252    Sold to Avast for $1.3bn after IPO   Wooga                   8      2011    Gaming                      2009      32     Successful private company
Babylon Health   2           2013    Health & MedTech                 2013      85    Successful private company           XING                    9      2009    Content & Media             2003       7     $1.57bn market cap
BlaBlaCar        8           2013    Rider Sharing & Car Pooling      2006     335    Reached unicorn status               Yad2                    6      2012    Classifieds - Horizontal    2005       -     Sold to Axel Springer for $228m
Careem           1           2017    Rider Sharing & Car Pooling      2012     571    Valued at $1.2bn                     Yandex                  7      2012    Content & Media             2000       -     $11.78bn market cap
CHECK24          2           2015    Lead Generation Services         1999       -    Reached unicorn status               Zooplus                 1      2011    Vertical E-Commerce         1999       -     $1.05bn market cap
Cloudflare       2           2016    Cybersecurity & Anti-Virus       2009     182    Valued at $3.2bn                     Zalando                 7      2011    Fashion E-Commerce          2008     468     $12.10bn market cap
CTS Eventim      7           2012    Marketplaces                     1999       -    $4.53bn market cap                   Zendesk                 4      2012    Horizontal SaaS             2007      86     $5.70bn market cap
Criteo           8           2009    Display & Retargeting            2005      63    $2.13bn market cap
Deliveroo        1           2015    Meal Delivery                    2013     860    Reached unicorn status                                      Total Capital Raised: $34bn                  Total Valuation: > $150bn
Delivery Hero    10          2010    Meal Delivery                    2011    2,581   $10.34bn market cap
Farfetch         2           2011    Fashion E-Commerce               2007     702    Reached unicorn status
                                                                                                                           Champions
Fotolia          10          2009    Marketplaces                     2005     225    Sold to Adobe for $800m
Gett             8           2012    Taxi Apps                        2010     613    Reached unicorn status               Adidas                   1     2016    Consumer Goods              1949      -      $44.88bn market cap
GetYourGuide     8           2013    Travel                           2008      96    Successful private company           AXA                      3     2015    Insurance & Finance         1982      -      $60.20bn market cap
HelloFresh       4           2013    Meal delivery                    2012     365    $2.73bn market cap                   Axel Springer           11     2010    Digital & Media             1946      -      $8.11bn market cap
Immobiliare      3           2014    Travel                           2005       -    Successful private company           Bayer                    4     2015    Healthcare                  1863      -      $103.97n market cap
Ironsource       2           2012    Developer Tools                  2009     105    Reached unicorn status               Bertelsmann              9     2010    Digital & Media             1835      -      Private company
iZettle          2           2013    Payments                         2010     269    Successful private company           BMW                      3     2015    Automotive                  1916      -      $63.12bn market cap
Just Eat         2           2014    Meal Delivery                    2001      72    $7.04bn market cap                   Daimler                  3     2015    Automotive                  1998      -      $74.06bn market cap
Klarna           4           2012    Payments                         2005     637    Valued at $2.5bn                     Deutsche Bahn            2     2015    Travel & Transportation     1994      -      Government controlled company
King.com         7           2010    Gaming                           2003      84    Sold to EA for $5.9bn after IPO      Deutsche Börse           7     2012    Finance & Banking           1992      -      $24.40n market cap
Kreditech        8           2010    Personal Loans                   2012     497    Successful private company           eBay                    11     2010    Digital & Media             1995      -      $33.10bn market cap
Markafoni        2           2012    Fashion E-Commerce               2008       8    Sold to Naspers for $200m            Facebook                13     2009    Digital & Media             2004    2.336    $498.28bn market cap
Momondo Group    5           2011    Travel                           1996     152    Sold to Priceline Group for $550m    Google                  11     2010    Digital & Media             1998      -      $850.26bn market cap
MoneySuperMarket 3           2011    Lead Generation Services         1993       -    $2.21bn market cap                   Huffington Post          4     2012    Digital & Media             2005      -      Acquired by AOL
Photobox         3           2013    Marketplaces                     2000     305    Sold to Exponent & Electra           Hypoport                 4     2014    Financial Services          2001      -      $1.23bn market cap
                                                                                      for $615m                            IAC                      1     2015    Digital & Media             1995      -      $12.32bn market cap
Privalia                5    2011    Fashion E-Commerce               2006     219    Sold to Vente-Privee for $560        innogy                   6     2014    Industrials                 2015      -      $24.76bn market cap
Revolution Precrafted   1    2018    PropTech                         2015       -    Reached unicorn status               Klöckner & Co            3     2016    Industrials                 1906      -      $1.10bn market cap
Scout24                 9    2011    Marketplaces                     1998       -    $5.67bn market cap                   Lufthansa                5     2015    Travel & Transportation     1953      -      $13.31bn market cap
SeLoger                 7    2010    Classifieds - Real Estate        1992       -    Sold to Axel Springer for $847       METRO Group              6     2011    Consumer Goods              1996      -      $7.66bn market cap
Showroomprive           8    2010    Fashion E-Commerce               2006      44    Sold to SRP Groupe after IPO         Naspers                 10     2010    Digital & Media             1915      -      $106.81bn market cap
Sigfox                  2    2016    Internet of Things               2010     327    Valued at $708m                      Porsche                  6     2015    Automotive                  1931      -      $20.93bn market cap
SimilarWeb              6    2014    Analytics & Intelligence         2007     112    Successful private company           Priceline Group          8     2011    Travel & Transportation     1997      -      $97.86bn market cap
Skrill                  6    2009    Payments                         2001     800    Sold to Optimal Payments             ProSiebenSat.1 Media    10     2010    Digital & Media             2000      -      $6.20bn market cap
                                                                                      for $1.98bn                          RTL                     10     2009    Digital & Media             1931      -      $11.48bn market cap
Skyscanner              3    2012    Travel                           2003     197    Sold to Ctrip for $1.7bn             Schibsted                7     2011    Digital & Media             1839      -      $7.97bn market cap
Spotify                 5    2009    Music                            2006    2,563   $32.87bn market cap                  Siemens                  7     2013    Industrials                 1847      -      $117.92bn market cap
Stripe                  3    2015    Payments                         2010     440    Valued at $9.2bn                     Tencent                  1     2014    Digital & Media             1898      -      $427.73bn market cap
Taboola                 2    2014    Content Advertising              2007     160    Reached unicorn status               ThyssenKrupp             1     2017    Industrials                 1999      -      $16.63bn market cap
tado°                   7    2013    Internet of Things               2011      56    Successful private company           TUI                      1     2017    Travel & Transportation     1923      -      $12.58bn market cap
TeamViewer              5    2015    Communication & Collaboration    2005       -    Sold to Permira for $1bn             Vivendi                  3     2012    Digital & Media             1853      -      $32.89bn market cap
TomTom                  2    2015    Navigation & Parking             1991       -    $2.02bn market cap                   VISA                     2     2017    Insurance & Finance         1958      -      $304.26n market cap
Trainline               3    2011    Travel                           1997       -    Sold to KKR for $681                 WPP                      5     2012    Advertising                 1971      -      $19.72bn market cap
Transferwise            4    2011    Banking Fintech                  2010     116    Reached unicorn status
trivago                 5    2011    Travel                           2005      54    $1.46bn market cap                                                                 Total Market Cap: $3tn

   Unicorns     Source: Unicorn definition actual reported data where available and NOAH estimates.                                                                                                                                              24
THE TOP 100 DIGITAL EUROPEAN M&A DEALS BY SIZE IN THE LAST 8 YEARS
                                                       We hosted on main stage 52% of the top 100 digital M&A Exits (€51bn combined EV)
                                                                 in Europe since the launch of NOAH Conference in Nov 2009
Date       Acquiror                               Target                      Target Country      Adjusted EV (€m)    Date      Acquiror                     Target                              Target Country   Adjusted EV (€m)
Jun 16     Tencent                                Supercell (84%)             Finland                 9,687           Oct 14    Publicis                     Matomy (24.9%)                      Israel                383
Aug 15     Paddy Power                            Betfair Group (merger)      UK                      6,824           Jan 14    Google                       DeepMind                            United Kingdom        365
May 11     Microsoft                              Skype                       Luxemburg               5,899           Jan 13    Ingenico                     Ogone                               Belgium               360
Nov 15     Activision Blizzard                    King.com                    UK                      4,539           Dec 17    Apple                        Shazam                              UK                    353
Oct 17     Hellman & Friedman                     Nets Group                  Denmark                 4,290           Feb 12    Ahold                        Bol.com                             Netherlands           350
Mar 15     YOOX                                   Net-a-Porter (merger)       UK                      3,120           Jul 18    Orange                       Basefarm                            Norway                350
Oct 16     Cinven, Permira, Mid Europa            Allegro                     Poland                  3,033           Aug 14    Delivery Hero                Pizza.de                            Germany               300
May 17     Moody’s                                Bureau van Dijk             Netherlands             3,000           Aug 15    Ströer                       InteractiveMedia                    Germany               300
May 18     Silver Lake; GIC Special Investments   ZPG                         UK                      2,850           Jul 10    Permira                      eDreams                             Spain                 300
Jul 18     EQT Partners                           SUSE                        Germany                 2,272           Sep 16    ProSiebenSat.1               Parship (51%)                       Germany               300
Oct 15     Naspers                                Avito (50.6%)               Russia                  2,152           Mar 17    Altice                       Teads.tv                            France                300
Jan 14     Apax Partners                          Trader Media Group          UK                      2,126           Jul 18    Scout24                      Finanzcheck.de                      Germany               285
Nov 13     Hellman & Friedman                     Scout24                     Germany                 2,000           Apr 16    Rakuten                      Cabify                              Spain                 283
Sep 14     Microsoft                              Mojang                      Sweden                  1,932           Feb 13    Partners Group               Softonic (30%)                      Spain                 275
May 18     PayPal                                 iZettle                     Sweden                  1,864           Jul 18    EQT Partners                 Banking Circle                      Denmark               272
Dec 16     Go Daddy                               Host Europe Group           Germany                 1,690           Jul 18    Ultimate Software            PeopleDoc                           France                272
Dec 16     Ctrip                                  Skyscanner                  UK                      1,622           Sep 18    Munich Re                    Relayr                              Germany               272
Sep 14     mail.ru                                Vkontakte (remaining 48%)   Russia                  1,598           Jun 15    Vivendi                      DailyMotion (80%)                   France                271
Jul 17     Ingenico                               Bambora                     Sweden                  1,500           Mar 16    Shandong Hongda Mining Co.   Jagex                               UK                    270
Jul 16     AVAST Software                         AVG Technologies            Netherlands             1,170           Jun 15    7Commerce                    Verivox (80%)                       Germany               262
Mar 15     Optimal Payments                       Skrill                      UK                      1,100           Jul 14    KKR                          Scout24 Schweiz & Omnimedia (49%)   Switzerland           262
Jan 17     Zhejiang Jinke Entertainment           Outfit7                     Slovenia                1,000           Apr 15    Zoopla                       uSwitch                             UK                    260
May 14     Permira                                Teamviewer                  Germany                  870            May 17    MTG                          InnoGames (30%)                     Germany               260
Jun 13     Google                                 Waze                        Israel                   863            Dec 14    eSure                        Gocompare (50%)                     UK                    241
Sep 14     Access Industries                      Perform Group               UK                       858            Jan 11    Amazon                       LoveFilm                            UK                    236
Jul 14     Ingenico                               GlobalCollect               Netherlands              820            Feb 17    Take-Two                     Social Point                        Spain                 234
Dec 12     Expedia                                trivago (61.6%)             Germany                  774            Feb 15    Tamedia                      Ricardo                             Switzerland           228
Feb 14     CVC Capital Partners                   Avast Software              Czech Republic           738            May 12    NTT DOCOMO                   Buongiorno                          Italy                 223
Jul 15     Deutsche Boerse                        360T                        Germany                  725            Aug 12    AXA Private Equity           Bestsecret.com                      Germany               223
Jun 18     Alibaba                                Trendyol                    Turkey                   661            Aug 15    Adidas                       Runtastic                           Austria               220
Feb 14     Rakuten                                Viber                       Cyprus                   658            May 15    Recruit Holdings             Wahanda (70%)                       UK                    218
Dec 14     Adobe                                  Fotolia                     Europe                   645            Mar 15    Recruit Holdings             Quandoo (92.9%)                     Germany               213
Sep 10     Axel Springer Verlag                   SeLoger (87.6%)             France                   634            Jun 12    Naspers                      Netretail (79%)                     Netherlands           213
Aug 18     Siemens                                Mendix                      Netherlands              628            Apr 16    AccorHotels                  OneFineStay                         UK                    212
Feb 15     Rocket Internet                        HelloFresh (51.7%)          Germany                  623            Dec 14    Host Europe                  Intergenia                          Germany               210
Jan 15     KKR                                    thetrainline.com            UK                       595            Dec 16    General Atlantic             Hemnet (majority stake)             Sweden                208
May 15     Delivery Hero                          Yemek Sepeti (88.6%)        Turkey                   594            May 11    LBO France                   Promovacances                       France                200
Feb 17     Priceline Group                        Momondo Group               UK                       586            Jun 10    Rakuten                      PriceMinister                       France                200
Oct 15     Exponent. Electra                      PhotoBox                    UK                       546            Jul 18    Stamps.com                   MetaPack                            UK                    197
Jul 13     Cinven                                 Host Europe                 UK                       508            Jun 14    Bestseller                   M&M Direct                          UK                    177
Apr 16     Vente-Privée                           Privalia                    Spain                    500            Mar 11    Privalia                     Dress for Less                      Germany               175
Feb 15     Rocket Internet                        Delivery Hero (30%)         Germany                  496            Jan 17    EMK                          Luminati                            Israel                170
Mar 16     HgCapital                              Raet                        Netherlands              470            Apr 16    Nokia                        Withings                            France                170
Jul 13     TPG                                    TSL Education               UK                       464            May 14    Axel Springer Digital        Yad2                                Israel                167
Aug 18     Hewlett Packard                        Apogee Corporation          UK                       456            Sep 14    Neiman Marcus                Mytheresa.com                       Germany               150
May 18     Oracle                                 Grapeshot                   UK                       454            May 16    eBay                         Ticketbis                           Spain                 148
Mar 14     BC Partners                            CarTrawler                  Ireland                  450            Jul 18    Takeaway                     10bis                               Israel                135
Feb 11     Odigeo (AXA and Permira)               Opodo                       UK                       450            Jun 17    Hoffman                      Contorion                           Germany               130
Feb 15     Immowelt                               Immonet (merger)            Germany                  420
Apr 11     TA & Summit                            Bigpoint                    Germany                  408                                          • Deal Value Top 100: EUR 90bn
Sep 10     Schibsted                              LeBoncoin (remaining 50%)   France                   400                                          • Deal Value on NOAH Stage: EUR 51bn (56%)
Jan 14     Zynga                                  NaturalMotion               UK                       388                                          • 52% of Top 100 Deals presented at NOAH

Note: Digital Companies trade sale exits (only one most recent deal counted per company). Green font denotes speaker at NOAH.                                                                                                  25
®

INTRODUCTION TO
SELECT COMPLETED TRANSACTIONS

NOAH
CASE      ADVISORS
     STUDIES

                                26
Israeli Online Food Marketplace 10bis Acquired By Takeaway.com
                                   NOAH Advisors acted as financial advisor to 10bis and its shareholders

                                             September 2018   Transaction Summary

                                                                On 26th September 2018, 10bis (www.10bis.co.il) – Israel’s leading online food ordering marketplace –
                  Sale of 100% in                               announced that Takeaway.com completed a 100% acquisition of the company from TA Associates and
                                                                founder Tamir Carmel for €135 million in cash
                      10Bis                                     Takeaway.com believes the deal will strengthen its tech leadership in food delivery, as they continue with
                                                                their “One Company, One Brand and One IT Platform” strategy

                                                              Overview of 10Bis

                    for €135m to                                10bis operates a leading Israeli online food marketplace that allows businesses to provide employee meal
                                                                benefits programs
                                                                    The platform is integrated into clients’ human resources and accounting systems - with employee
                                                                    allowances made available through a dedicated 10bis account
                                                                    Employees can make purchases via the mobile app, website, or by using a specific 10bis card in
     Financial Advisor to 10bis and its shareholders                person at participating restaurants
                                                                    Clients include leading Israeli corporates as well as large multinational corporations
                                                                    Individuals can also use the platform to order personal meals from the comfort of their home, with
                                                                    B2C representing a rapidly growing segment for the company
                                    ®
                                                                In 2017, 10bis processed 15.2 million orders worth more than €140 million in gross merchandise value,
                                                                generating revenue of €13.2 million
Deal Teams                                                          The company has one of the world’s highest margins of a food-delivery marketplace with an adjusted
                                                                    EBITDA margin of 43%
                      Tamir Carmel, Tomer Fefer,                Founded in 2000, 10bis is headquartered in Tel Aviv and currently has 150 FTEs
                      Nurit Shaked, Ronen Stein

                                                              NOAH Advisors’ Role
                      Naveen Wadhera, Morgan Seigler,
                      Stefan Dandl                              NOAH Advisors acted as financial advisor to 10bis and its shareholders
                                                                    This marks NOAH Advisors’ second transaction with 10bis - having already been the exclusive
                                                                    financial advisor for the company ahead of the investment by TA Associates in May 2016
                      Marco Rodzynek, Jan Brandes,              Tamir Carmel (Founder, 10bis) participated in a fireside chat at NOAH Berlin 2017 together with Jitse
                      Nikhil Parmar, Aleksander Skwarczek
             ®
                                                                Groen (CEO, Takeaway.com)

                                                                                                                                                                             27
PromoFarma Acquired by Zur Rose Group
                         NOAH Advisors acted as exclusive financial advisor to PromoFarma and its shareholders

                                                      July 2018   Transaction Summary

                                                                    PromoFarma (www.promofarma.com) – the leading managed e-commerce marketplace for consumer
                     Sale of 100% in                                health, beauty and personal care products commonly sold in pharmacies in Spain
                                                                    The deal is expected to close in mid-September 2018, financial details of the transaction were not disclosed
                                                                    With the acquisition Zur Rose Group (www.zurrosegroup.com) is pursuing the internationalization of its
                                                                    business and builds up tech capabilities in Barcelona
                                                                    Operating under the Zur Rose and DocMorris brands, the Swiss-based Zur Rose Group is Europe’s
                             to                                     leading online pharmacy and one of Switzerland’s foremost wholesale suppliers to medical doctors. Zur
                                                                    Rose Group AG’s shares are traded on SIX Swiss Exchange
                                                                    PromoFarma brings the leading market position in Spain and a springboard for international expansion, both
                                                                    cross-border and country-by-country, with a capital-efficient business model

                                                                  Overview of PromoFarma
Exclusive Financial Advisor to PromoFarma and its shareholders
                                                                    PromoFarma has built and operates a managed e-commerce marketplace that connects consumers to
                                                                    health, beauty and personal care vendors, most of them pharmacies
                                                                        The business has more than 50,000 consumer health products listed on its platform and sells
                                                                        products from more than 3,500 brands which are sourced and shipped by more than 500 partners,
                                      ®
                                                                        mainly pharmacies, but also pharmaceutical companies and health stores
                                                                        During 2018, PromoFarma has started its international expansion and already serves 20 countries
 Deal Teams                                                             across Europe with its cross-border e-commerce business
                                                                        The overall market for this largely unregulated goods segment is worth some €8 billion in Spain and
                        David Masó, Adrià Carulla,                      €100 billion at European level
                        Celia Hernández, Pablo Ros
                                                                    In 2017, PromoFarma generated turnover (GMV) of nearly €19 million, a 50% increase from 2016
                                                                    Founded in 2012 with headquarters in Barcelona; currently has around 60 employees led by David Masó
                        Olaf Heinrich, Oliver Henschel, Michael     and Adrià Carulla (co-founders)
                        Veigel, Markus O’Sullivan, Joerg
                        Gelder, Michael Neff, Marcel Ziwica
                                                                  NOAH Advisors’ Role

                        Marco Rodzynek, Jan Brandes,                NOAH Advisors acted as exclusive financial advisor to PromoFarma and its shareholders
                        Nikhil Parmar, Aleksander Skwarczek
                ®
                                                                    David Masó presented PromoFarma on the NOAH London 2017 startup stage

                                                                                                                                                                                   28
EMK Capital Acquires a Majority Stake in Luminati
                                                NOAH Advisors provided financial advice to EMK Capital

                                                 August 2017   Transaction Summary

                                                                 On 11 August 2017 EMK Capital agreed to acquire a majority stake in Luminati at an enterprise value of
       Acquisition of a Majority Stake in                        $200m
                                                                 Luminati‘s enterprise proxy solutions were separated from Hola Networks in 2014, which will now conti-
                                                                 nue to operate as a standalone company
                                                                 The founders will retain a significant stake in the company and Ofer Vilenski (Co-Founder) will continue to
                                                                 serve as CEO of Luminati
                            by
                                                                 Horizons Ventures, DFJ Tamir Fishman, Trilogy Partners, DFJ, Magma Ventures, Iris Ventures, and others
                                                                 are selling their interests in Luminati as part of this transaction

                                                               Overview of Luminati
                  at a valuation of $200m

             Financial Advisor to EMK Capital                    Luminati is the world’s leading enterprise IP proxy network which allows businesses to see the internet
                                                                 from the consumers’ point of view
                                                                     Today’s websites are dynamic - showing different content, advertisements and prices based on
                                                                     viewers’ identifying information
                                     ®                               Luminati brings back transparency, enabling its enterprise customers to analyse websites through its
                                                                     proprietary network of over 30 million IP addresses
                                                                 The company serves corporate clients (including Fortune 500) across many different sectors for ad veri-
Deal Teams
                                                                 fication, brand protection, price comparison, fraud prevention, data collection, cyber security, application
                                                                 performance measurement and more
                                                                 The company was founded by Ofer Vilenski and Derry Shribman who together earlier founded Jungo
                        Mark Joseph, Simon Dexter,
                                                                 (acquired by NDS in 2006)
                        Daniel Rix-Standing

                                                               NOAH Advisors’ Role

                        Marco Rodzynek, Jan Brandes,             NOAH Advisors provided financial advice to EMK Capital, working with the team to review the opportunity
              ®         Nikhil Parmar, Guglielmo Tognon          based on in-depth knowledge of the B2B internet space and specialized intelligence on growth avenues
                                                                 for the years ahead

                                                                                                                                                                                29
Silver Lake Makes a Strategic Investment in FlixBus
                                              NOAH Advisors acted as financial advisor to Silver Lake

                                             December 2016   Transaction Summary

                                                               On 16 December 2016 Silver Lake announced that it has made a strategic investment in FlixBus, one of
                 Investment in                                 Europe’s leading innovators in travel technology
                                                               Existing investors General Atlantic, Holtzbrinck Ventures and Daimler also participated in the new round
                                                               The company has completed a number of acquisitions in recent years, and is well positioned to continue
                                                               expansion through M&A with the support of Silver Lake

                        by
                                                             Overview of FlixBus

                                                               FlixBus is the intercity bus travel company connecting large and medium-sized cities through its
                                                               European-wide service network
                                                                   Works with more than 250 independent bus partners to offer a comprehensive network in Germany,
          Financial Advisor to Silver Lake                         France, Italy, Austria, and the Netherlands, as well as cross-border services to countries including
                                                                   Scandinavia, Spain, and the UK
                                                                   Roughly 60m travelers since inception
                                                                   Currently connects nearly 1,000 destination cities in 20 countries – with around 100k trips daily, often
                                    ®
                                                                   departing every 30 minutes
                                                               International team of nearly 1,000 employees throughout Munich, Berlin, Paris, Milan and Zagreb as well
NOAH Deal Team                                                 as thousands of bus drivers based all over Europe
                                                               Founded in 2011 and officially launched in 2013 by Jochen Engert, André Schwämmlein and Daniel
                                                               Krauss
                     Marco Rodzynek
                     Jan Brandes
                                                             NOAH Advisors’ Role
                     Nikhil Parmar

            ®
                     Aleksander Skwarczek                      NOAH Advisors acted as financial advisor to Silver Lake
                     Guglielmo Tognon                          Jochen Engert (Founder & MD) recently presented the company on the main stage at NOAH Berlin 2016
                     Aicha Fakhir                                  CEOs from over 70% of Europe’s largest internet exits have presented on the NOAH stage at some
                                                                   point

                                                                                                                                                                              30
ProSiebenSat.1 and General Atlantic Invest in KäuferPortal
                          NOAH Advisors acted as exclusive financial advisor to KäuferPortal and its shareholders

                                                   October 2016    Transaction Summary

                                                                     On 12 October 2016 KäuferPortal announced an investment from ProSiebenSat.1 Media SE and General
                       Investment in                                 Atlantic
                                                                     Each party acquires a 42 percent stake, buying out all non-management shareholders
                                                                     All other shares will remain with the company’s founders Robin Behlau and Mario Kohle
                                                                     Both of the founders will remain at KäuferPortal in their current functions; Robin Behlau as CEO, Mario
                              by                                     Kohle as chairman of the advisory board

                                                                   Overview of KäuferPortal

                                                                     KäuferPortal is the market leading online portal in Germany that connects customers with a vendor
                      84% Ownership                                  network for consulting-intensive products and services for home improvement and financial services
                                                                         Matches sellers advertising mostly regionally but offline with buyers researching online
Exclusive Financial Advisor to KäuferPortal and its Shareholders
                                                                         KäuferPortal helps consumers obtain and compare offers from regional companies before making a
                                                                         major purchase
                                                                     Received more than 1.2 million customer requests in the last 12 months
                                       ®
                                                                     Strong financial performance and ongoing profitability
                                                                         The top 10 product categories account for majority of revenues and are all profitable
 Deal Teams                                                          Founded in 2008 and headquartered in Berlin, Germany
                         Robin Behlau, Mario Kohle, Mathias
                         Klement, Jochen Ziervogel, Robert
                         Schleusener                               NOAH Advisors’ Role

                         Claas van Delden, Florian Tappeiner,
                                                                     NOAH Advisors acted as an exclusive financial advisor to KäuferPortal and its shareholders
                         Sebastian Gschwender, Daniel Frechen
                                                                     NOAH Advisors worked closely with Käuferportal for around a year, exploring a number of strategic
                         Jörn Nikolay, Christian Figge,              options to position the company for the next phase in its growth story
                         Christian Osterland                         Chairman Mario Kohle presented at NOAH Conference London main stage in November 2015
                         Marco Rodzynek, Jan Brandes,                    CEOs of over 70% of Europe’s largest Internet exits in the last years have presented on the NOAH
                         Justus Lumpe, Nikhil Parmar,                    stage at some point
                ®
                         Aleksander Skwarczek
                                                                                                                                                                               31
Oakley Capital Sells Majority Stake in Parship Elite Group to ProSiebenSat.1
                                              NOAH Advisors acted as financial advisor to Oakley Capital

                                               September 2016   Transaction Summary

       Acquisition of a Majority Stake in                         On 5 September 2016 Oakley Capital announced the sale of a majority stake in Parship Elite Group to
                                                                  ProSiebenSat.1 Media SE

                                                                  The transaction values Parship Elite Group at €300m
                             by
                                                                  ProSiebenSat.1 will acquire 50% plus 1 share for an investment of €100m and will replace loans worth
                                                                  €100m with preferred capital

                                                                  Oakley Capital and the existing management will keep just under 50% of the shares in the group
                            from

                                                                Overview of Parship Elite Group
                   at a valuation of €300m
                                                                  Launched in 2001 PARSHIP is the category inventor of online matchmaking in Europe
             Financial Advisor to Oakley Capital
                                                                  Since its launch in 2004, ElitePartner has been the #1 matchmaking service for academics and
                                                                  sophisticated singles

                                                                  After years of competition, PARSHIP and ElitePartner were merged as PARSHIP ELITE Group in 2015,
                                      ®                           forming the leading matchmaking group in Europe with significant growth potential

                                                                  With a market leading position in the online dating market in DACH PARSHIP ELITE Group is the largest
Deal Teams                                                        online matchmaking player in Europe and number four in online dating worldwide

                         Tim Schiffers, Henning Rönneberg,        PARSHIP’s and ElitePartner’s well-known brands and strong customer focus have attracted 15m+
                                                                  registered members to date, fueling the database with >1m new registered members every year
                         Marc Schachtel

                         Rebecca Gibson, Tom Twiney,
                         Simon Dexter                           NOAH Advisors’ Role

                         Daniel Havercroft, Marc Jones            NOAH Advisors acted as financial advisor to Oakley Capital

                                                                  This marks NOAH Advisor’s 2nd transaction involving Oakley Capital, following Oakley’s purchase of
                         Marco Rodzynek, Jan Brandes,
                         Justus Lumpe, Aleksander Skwarczek,      Facile.it in September 2014 where NOAH advised the seller
               ®
                         Guglielmo Tognon
                                                                                                                                                                          32
TA Associates Invests in Israeli Online Food Marketplace 10Bis
                            NOAH Advisors acted as exclusive financial advisor to 10Bis and its shareholders

                                                    May 2016   Transaction Summary

                    Investment in                                On 23rd of May 2016, 10Bis (www.10bis.co.il) – #1 online platform in the Israeli restaurant and food
                                                                 ordering market – announced an investment by TA Associates

                       10Bis                                     Financial details of the transaction were not disclosed
                                                                 TA Associates will help 10Bis to execute its multi-layered growth strategy, with the Israeli B2C market
                                                                 opportunity as its main focus in the short-term

                                                               Overview of 10Bis
                            by
                                                                 In the B2B market in Israel, 10bis operates a leading online food marketplace that allows businesses to
                                                                 provide employee meal benefits programs
                                                                     The 10bis platform is integrated into a company’s human resources and accounting systems, with
                                                                     employees’ allowances made available through a dedicated 10bis account

 Exclusive Financial Advisor to 10Bis and its shareholders           10bis clients include leading Israeli corporates as well as large multinational corporations
                                                                     Employees can make restaurant purchases via the 10bis mobile app or website, or by using a 10bis
                                                                     card in person at participating restaurants. Individuals can also use the 10bis platform to order
                                                                     personal meals from the comfort of their home
                                     ®                           In 2015, 10bis entered the B2C market with the launch of its direct-to-consumer offering
                                                                     The rapidly growing platform provides quick and easy access to thousands of restaurant menus,
                                                                     reviews and ratings, while offering discounts, special promotions and other benefits
Deal Teams
                                                                 10bis processes more than one million orders per month across a network of more than 3,500
                                                                 restaurants in 20 cities in Israel
                       Tamir Carmel, Tomer Fefer,
                       Nurit Shaked                              Founded in 2000, 10bis is headquartered in Tel Aviv

                       Naveen Wadhera, Morgan Seigler,
                       Stefan Dandl, Max Cancre
                                                               NOAH Advisors’ Role

                                                                 NOAH Advisors acted as exclusive financial advisor to 10Bis and its shareholders
                       Rami Sofer, Veran Vistanetzky
                                                                 This marks NOAH Advisors’ 4th transaction in Israel in the last 24 months: Sell-side advisor to Drushim
                                                                 and its shareholders in its 70% stake sell to Yad2 in September 2015, advisor to BiScience in its minority
                       Marco Rodzynek, Jan Brandes,              deal with WPP in July 2015, and advisor to Yad2 and its shareholder Walla! in its 100% sale to Axel
                                                                 Springer in May 2014
              ®        Nikhil Parmar, Aleksander Skwarczek
                                                                                                                                                                              33
Majority Stake in Israeli Jobs Portal Drushim Sold to Yad2
                            NOAH Advisors acted as exclusive financial advisor to Drushim and its shareholders

                                                September 2015   Transaction Summary

                                                                   On 3rd of September 2015, Drushim (www.drushim.co.il) - one of the leading job classifieds sites in Israel
                  Sale of a 70% stake in                           - announced the acquisition of a 70% stake by Yad2, a subsidiary of Axel Springer Digital Classifieds
                                                                   (“ASDC”)
                      Drushim                                      The acquisition of Drushim accelerates Yad2’s strategy of building the largest jobs classifieds offering in
                                                                   Israel, the only segment in which it is not already market leader
                                                                   ASDC has a portfolio of leading online classifieds brands across Europe, including SeLoger, StepStone
                                                                   and Immonet
                                                                   Terms of the transaction were not disclosed
                             to

                                                                 Overview of Drushim

                                                                   Launched in 2006, Drushim is a leader in Israeli online job classifieds with ~1.5m monthly visits
Exclusive Financial Advisor to Drushim and its Shareholders        (Similarweb, June 2015)
                                                                   Drushim is a key source of job candidates for many large companies in Israel, with over 10,000 active job
                                                                   listings
                                                                       Drushim’s market leading technology allows for efficient job matching while offering outstanding
                                      ®                                usability, features and a high-level of customer service
                                                                       Hundreds of blue chip and SME clients; household names such as Coca Cola, Intel, SanDisk, GAP
                                                                       and Orange among others
Deal Teams
                                                                   The Tel Aviv based company has 37 employees and is led by its founding co-CEOs Dror Epstein and Yair
                                                                   Cohen
                        Dror Epstein, Yair Cohen

                        Andrea Sixt, Philipp Raidt,              NOAH Advisors’ Role
                        Ansgar Schönborn, Jan Philipp Gräfe
                                                                   NOAH Advisors acted as exclusive financial advisor to Drushim and its shareholders
                        Yavin Gill-More, Ariel Kessel              A steadfast execution was facilitated based on previous deal experience in the region and in-depth
                                                                   knowledge of the company, the industry, and intelligence around the best potential acquirers
                                                                   NOAH Advisors had acted as exclusive financial advisor to Yad2 and its shareholder Walla! in its 100%
                        Marco Rodzynek, Jan Brandes,
                                                                   sale to Axel Springer in May 2014 for $228m
              ®         Nikhil Parmar, Marija Sevcenko
                                                                                                                                                                                 34
Adobe Pays $800m For Fotolia, #1 EU Stock Photo Marketplace
                       NOAH Advisors acted as the exclusive financial advisor to Fotolia and its selling shareholders

                                                   December 2014      Transaction Summary

        Announcement of the sale of 100% of                             On 11th of December 2014, leading stock photography website Fotolia (www.fotolia.com) announced the
                                                                        100% acquisition by Adobe Systems Inc. (NASDAQ:ADBE) for a cash consideration of $800 million
                                                                        The transaction will enable Adobe to further integrate a key resource for users of its flagship
                                                                        ‘Creative Cloud’ subscription software for professionals which includes Photoshop, Illustrator, InDesign,
                                                                        Dreamweaver and much more
                                to

                                                                      Overview of Fotolia

                          for $800m                                     Launched in 2005, Fotolia is Europe’s leading stock photography website, providing its members with
                                                                        access to an ever-expanding library of creative content including images, vectors, illustrations and video
                                                                        clips

Exclusive Financial Advisor to Fotolia and the Selling Shareholders         Fotolia has over 500,000 photographers contributing images to the platform and 7 million users with
                                                                            a truly global presence through availability in 15 different languages
                                                                            Buyers can access a bank of over 34 million royalty-free files which can be used for any design
                                                                            project or document, without time limits
                                         ®                              The company is run by a highly experienced management team led by its founding CEO Oleg Tscheltzoff

 Deal Teams
                                                                      NOAH Advisors’ Role

                          Oleg Tscheltzoff
                                                                        NOAH Advisors acted as the exclusive financial advisor to Fotolia and its selling shareholders
                          Philipp Freise, Lucian Schonefelder,          Fotolia has been a close relationship of NOAH Advisors for over 5 years and has presented at the NOAH
                          Renald Kappel                                 Conference since the first event in 2009 in London
                                                                        Previously, NOAH Advisors acted as Fotolia’s exclusive financial advisor in the $300m growth capital deal
                                                                        with KKR in May 2012. The deal represented KKR’s first growth equity deal. KKR is investing from USD
                          John Meeks                                    30 million upwards to help entrepreneurs to scale their businesses globally
                                                                        In April 2009, NOAH Advisors was the exclusive financial advisor to Fotolia in the sale of a majority stake
                          Marco Rodzynek, Jan Brandes,                  to TA Associates. This was the first transaction of NOAH Advisors
                 ®        Nikhil Parmar, Marija Sevcenko
                                                                                                                                                                                      35
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