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  • 1. DeA CapitalXXXXXXXXXXX [TITOLO] overview DeA CapitalMay 2012 1 1
  • 2. DeA Capital  Company overview  DeA Capital Investments portfolio  Alternative Asset management 2
  • 3. DeA Capital at a glance  DeA Capital is De Agostini Group’s vehicle for alternative investments.  Diversified private equity, permanent capital investor with two lines of business:  Private Equity investments  Direct: - Exposure to defensive sectors - International footprint (Western and emerging Europe)  Indirect - Private equity Funds and funds of funds Alternative asset management business: ~10 bln € under mgmt* g g  Real estate funds (9.5 bln €):  Private equity (1.2 bln € AuM)  Strong and recurrent cash flow generation  Net asset value at 31 March 2012: 701 mln €; 2.51 € per share* As of March 2012 3
  • 4. A balanced business model: investments and asset management Alternative asset Private equity management Mgmt of Private equity funds, FoFs, 1. Direct investments Real estate funds, RE services  co-control or coinvestment  controlling stakes  medium term horizon  core business Private healthcare Food retail € 9.5 bn AuM € 1.2 bn AuM € b ~€ 2 bn revenues € 2.4 bn sales 24b l - 23 RE funds - 2 PE funds of funds - 2 thematic funds Consumer credit € 71 mln mgmt fees in 2011 Managed by the Group’s asset 2. Fund Investments management companies 4
  • 5. DeA Capital strategy • Migros: targeting an exit in the short term, depending on market conditions Exit from Private Equity P i t E it • GDS: exit unlikely in the short term. Options available Investments for deleverage through increased FCF generation/disposals and visible value enhancement before exit • Full visibility of results in DeA Capital’s P&L from 2012 y p Focus on Alt. • Stable cash flows Asset Mgmt • Further external growth/consolidation • Gradual elimination of discount to NAV • Dividend distribution to be considered when an exit is Dividend Di id d completed policy • Going forward, profits from AAM will provide a further source for distributions 5
  • 6. DeA Capital: shareholder structure and corporate governance Free float 24.1% 24 1%  Independent Board members: 3 out of 9  Remuneration Committee (2/3 independent) DEB  Audit Committee (2/3 independent) Holding* 3.8% 3 8%  Investments for 100+ mln need to be approved by the pp y BoD. All investments are preliminarly reviewed by an Mediobanca internal committee. 4.8%  Voting system: slate system. Slates can be presented Treasury stock by shareholders that own at least 2.5% of the share De Agostini 9.0% SpA capital and entitle the 2nd largest slate to appoint one 58.3% Board member  Star segment listing: commitment to open and constant  Only ordinary shares communication, stock liquidity Top Management:  Lorenzo Pellicioli – Chairman: CEO of De Agostini, Chairman of Lottomatica, member of the Executive Committee of Generali  Paolo Ceretti – CEO: General Manager of De Agostini, Board Member of DeA Editore, Lottomatica, GdS, Zodiak. Experienced and qualified non-executive B E i d d lifi d i Board members: d b  Lino Benassi: Member of the Executive Committee of De Agostini SpA, former CEO of Intesa/BCI and INA  Rosario Bifulco: Founder/vice Chairman of Humanitas (hospital), Chairman of Sorin (pharma)  Claudio Costamagna: former head of EMEA Investment banking of Goldman Sachs, previously at Citigroup and Montedison  Severino Salvemini: professor at Università L. Bocconi in Milan  Daniel Buaron: Founder of First Atlantic Real Estate, Board member of IDeA Fimit  Marco Drago: Chairman of De Agostini SpA  Roberto Drago, Marco Boroli: Executive Board Members of B&D Holding g , g* A company belonging to Mr. Daniel Buaron. Data as of 31 March2012 6
  • 7. Included in LPX50 Index• Since December 2008 Dea Capital was included in the LPX50 Index. p• LPX 50 is the most widely used global listed private equity stock index. Its geographical composition is: 35% Europe ex-UK, 32% North America, 15% UK, 7% Asia, 2% South America.• Among the main index components are: Eurazeo, Wendel, Ratos, Partners Group, Onex, 3i, Apollo, Jafco, Blackstone, GIMV, Onex 3i Apollo Jafco Blackstone GIMV China Merchants Electra SVG, Merchants, Electra, SVG Pantheon, Ares Capital, Gladstone Capital.• LPX GmbH is a provider of Private Equity Research and a family of indices p q y y representing the Listed Private Equity (LPE) universe. Due to the liquidity of the underlying constituents LPX indices are the foremost investable, tradable and transparent benchmarks for the Private Equity asset class. Based on profound academic research and a comprehensive network in practice, LPX GmbH provides d h d h k G b d services in the following areas: Benchmarking, Asset Allocation, Research and Financial Products. www.lpx.ch 7
  • 8. De AgostiniDe Agostini is a family-owned financial conglomerate active in 66 countries worldwide with 2011 revenues of over € 5 bln. The Group is focused on 4 key sectors Boroli families Drago families ~2.4% stake in Generali Publishing Media&Communication Gaming and services Finance Partworks Zodiak Media Group Lottomatica (59.7%) DeA Capital (58.3%) (71.3%) Direct Marketing GTECH (100%) IDeA Capital Funds SGR p Antena 3 (22.3%) (100%) Libri IDeA Fimit SGR (61.3%) 8
  • 9. De Agostini financial investment track record 10-year track record in PE investment (Seat, Toro, Eutelsat, funds). Alternative investments, PE in particular, traditionally contributed to the optimal allocation of the Group’s resources, enhancing shareholder returns and created a valuable network of relationships with major sector players. Main direct investments Year Investment Exit IRR Seat (y (yellow p g pages, info services) ) 1997-99 ~€ 285 mln 2000 235% Matrix (web portal, services) 1999-03 ~€ 50 mln 2004 104% Eutelsat E telsat (satellite) 2003 ~€ 200 mln € l 2004 31% Limoni (retail) 2000 ~€ 30 mln 2006 13% Toro (insurance) 2003 ~€ 800 mln 2006 37% Indirect investments Period Investment PE funds and F. of Funds 2001-current >€ 400 mln 9
  • 10. A strong network of relationships Links with Private High-profile senior Strategic presence Equity Funds management and in key sectors Board members •High-quality deal flow •No need to rely solely o eed e y so e y on competitive bidding De Agostini has De Agostini holds traditionally acted as an controlling or significant investor in global private Strong relationship stakes in companies equity funds and as a with major operating in key sectors coinvestor along with commercial and in Southern Europe them investment banks 10
  • 11. DeA Capital  Company overview  DeA Capital Investments portfolio  Alternative Asset management  Key financials 11
  • 12. Generale de Santé: leader in French private healthcareThe largest French network of private healthcare clinics: 61 clinics, 4 radiotherapy centres and 25 psychiatric Mr. Antonino Ligresti clinics located in France 20 rehabilitation centres Mediobanca Santé Holdings S.r.l. DeA Capital  wide coverage of France with a marked concentration in nine regions i i 9.99 % 47.00 47 00 % 43.01 % a capacity of over 14,000 beds and places Santé SA 5,500 independent doctors specialising in all fields 100.00 % Santé Développement EuropeCovering a wide range of hospital care services: SAS ( Bidco ) (“Bidco”) Market  Healthcare services including acute care (>80% of 59.8% revenues), oncology/dialysis, psychiatry, rehabilitation. 24.2% 16.0 % Générale de Santé 2011 GDS key figures Revenues EBITDAR EBITDA Recurrent EBIT Net profit Net Financial Pos. € 1 955 mln 1.955 l € 398 mln l € 2 9 mln 249 l € 125 mln 2 l € 2 mln* 25 l * -854 mln 8 l 12 * Before impairment of goodwill
  • 13. Generale de Santé: refocusing the business model Investment attractions Value drivers  Safe sector: ~100% social security coverage;  Disposal of non core businesses, restructuring systematic use of additional healthcare insurance (completed: disposal of clinics in Italy, home care and policies (ca. 80% of French pop.) clinical labs in France)  Healthy growth: ~3/4% growth p.a. in past 5 yrs,  Regrouping of structures to achieve economies of due to medical progress, ageing population scale and grow revenues, to be completed in 2012.  Reorganisation of MSO and rehab clinics into  Barriers to entry: due to heavy regulations, cost 21 poles of new hospitals  Efficiency improvement in purchases/overheads  Increasing importance of role of private (mainly for acute care), corporate costs and capex sector (but still only slightly over 20% of hospital care expenditure)  Real estate ‘sale and rental’: two large deals already completed in 2007 and ‘08. ca. 600 mln €  GDS strong market position (it is by far the properties still in the b l ll h balance sheet h largest private clinics network in France  Revenue growth: market share, capacity increases, regroupings drive volume growth and compensate for  Further sector consolidation expected: 80% current tough pricing environment in France of structures have less than 100 beds. Targets  organic revenue growth and EBITDA margin improvement  free cash flow, real estate and non core asset disposals to drive g p gradual deleveraging g g 13
  • 14. Migros Turk: a leading player in Turkey’s food retailTurkey’s largest supermarket chain: Deal structure:  after disposal of Sok (discount stores), 718  DeA Capital has a 17% stake in a consortium stores in Turkey at the end of December 2011 led by BC Partners Presence (27 stores) in other neighbouring  DeA Capital initial equity investment: 175 mn € countries (Azerbaijan, Kazakhstan, Macedonia, (Azerbaijan Kazakhstan Macedonia  In April 2011 the consortium reduced its stake Kyrgyzistan) in Migros from 97.9% to 80.5% by selling to  Total selling area: ca 800k sqm institutional investors  Discount stores sold for 600 mln YTLMarket:  Dividends cashed in by DeA to date: 71 mn € OOrganized retail market expected to grow i d t il k t t dt  Leverage: Debt/EBITDA ca 4x ca. strongly in the next few years  Share of organized retail on total grocery sales Strategy: ca. 45% vs >80% in the main Western European  Maintain and strengthen leading position countries among supermarket chains, accelerating network  Turkish economy still has a significant growth expansion (100/year) potential, in spite of current global crisis Implement cost cutting initiatives and improve supply chain 2011 Migros financials (TRY IFRS) (TRY, Sales EBITDA EBIT Net Fin. Position # Stores 5.753 YTL bln +10% 386 mln 232 mln -1.6 bn 745 14
  • 15. The value of two unique assets Generale de Santé Migros Market position Largest private healthcare Largest supermarket chain in operator in France (17% share) Turkey Market structure Dominated by public hospitals (ca 55% of sales still made via 70-75%), private still fragmented. traditional retail; few international Regulated sector: very high operators with a significant presence barriers t entry b i to t (Carrefour, T (C f Tesco)) Main competitors Largest competitor’s size is less than Carrefour (hypermarkets), Tesco half GdS (Vitalia) (supermarkets), BIM (discount) Main attractions of Only private healthcare operator in Largest supermarket chain in a fast the asset France managed as a single-brand growing market; main entry point for group; main entry point for large large investors, sector players. Non- investors, sector players. Non- esto s, secto p aye s o replicable asset: valuation ep cab e asset a uat o replicable asset: valuation premium justifiable on an premium justifiable on an industrial basis industrial basis DeA Capital D A C it l Major shareholder in Santè SA Co-investor Co investor (17%) in Kenan position with 43% stake (Santè owns ~84% (which owns 80.5% stake). of GdS), with equal rights to main Corporate governance, tag-along, shareholder (47%) drag-along rights. 15
  • 16. Fund investments: Opportunity Fund 1 – focus on Italian midcaps investments:  Élite partnerships: IDeA Opportunity Fund I makes minority private equity co-investments alongside top-tier professional investors  Type of deal: mainly medium sized LBOs including expansion capital, change of control, refinancings follow-on investments corporate re-organizations and build-ups No early stage no refinancings, investments, build-ups. stage, real estate  Existing investments: 5% stake in Giochi Preziosi (Sector: Toys; other investors: Clessidra, Intesa Sanpaolo); 4% stake in Manutencoop Facility Management (other investors: PEP, MPS Venture, Unipol); 9.2% stake in Grandi Navi Veloci (Sea transport; other investors: Investitori , p ); ( p ; Associati IV, Charme); Euticals (pharma sector – conv. Bond; others: PEP); 9,1% stake in Telit (M2M wireless technologies; others: institutional investors, management).  Authorized by Banca d’Italia on 3rd January 2008. July ‘09: 3rd and final closing at € 217 mln (52% called so far). Management team: IDeA Capital Funds. DeA Capital investment: 36,2 mln € (book value). 16
  • 17. Fund investments: IDeA 1 – Italy’s largest PE fund of funds LP Breakdown after final closing Current Asset Allocation by Type  Final closing of €681 million at April 2008 Venture Cap. Insurance co Family office 13% Asset-based PE 6% 5%  Part of Italy’s largest FoF Small buyout Expansion 9% 21% HNWI 22% 14% p g , program, that also includes the Special situations ICF 2 fund, worth 281 mln € 18%  Commitments in 42 funds worth Foundations Banks/Fin. B k /Fi Large buyout over €650 mln Exposure to >429 mln. 12% Mid buyout 15% Instit. 33% 32% companies and 30 distressed debt positions. ~40% acquired on the Access to top-performing private equity funds secondary mkt y European Private Equity US Private Equity Vintage diversification: from 2000 to 2011 Investments = 76% of fund size. Ca. € 215 mln distributions received since launch, and 104 mln Rest of the World Private Equity/VC distributions made to LPs Net IRR since inception: 2.6%. 1st quartile in Europe (FoFs) DeA Capital investment: 94,3 mln € (book value) 94 3 17
  • 18. Fund investments: ICF II – the second PE fund of funds ICF 2 is a global fund of private equity funds, managed by IDeA Capital Funds. The Fund targets both the g p q y , g y p g primary and the secondary market. Target geo breakdown Target Asset Allocation Credit, Special RoW situations, US 33% 33% Expansion, VC 50% Mid-small Europe 33% buyout 50% Existing commitments at ca. 65% of fund size, capital calls at around 16% E i ti it t t f f d i it l ll t d 16%. Funds include Levine Leichtmann Capital Partners IV (US); 21 Centrale Partners IV (France), Apollo Overseas Partners VII, Affinity Asia Pacific III, Oaktree Principal V, Citic Capital China Partners II, Nazca II&III. II&III Net IRR since inception: 8.3% Authorized by Banca d’Italia on 24th February 2009. April ‘09: 1st closing at € 150 mln; Sept. ‘10: final closing at € 281 mln. 18
  • 19. DeA Capital  Company overview  DeA Capital Investments portfolio  Alternative Asset management  Key financials 19
  • 20. Why Alternative Asset Management •Still high savings rate; number of HNWI increasing/stable Italian •AAM industry highly fragmented and inefficient Market •Lack of multi-asset platforms features f •Large i tit ti L institutional i l investors l k a structured approach t t lack t t d h to alternative investments •Financial crisis shifted investor focus on independence, absolute return objectives, risk management •Regulations drive separation of asset managers from banks Market •Private pension system increasingly important and able to Private Discontinuity Di ti it diversify portfolio through alternative investments •Properties held by PA, banks and institutional investors in need of professional management Private equity in Italy Real estate in Italy • 29 bln € AuM with >150 operators • 45 bln € AuM with 305 funds, • Largest asset managers have 2-5 bln expected at 100 mln by 2015* AuM • Gap vs EU countries: 96 bln AuM in • Banks/Insurers underinvested Germany. No REITs 20 * Scenari immobiliari 2011
  • 21. Private equity fund management IDeA Capital Funds ID A C it l F d SGR was f founded i 2006 and h d d in d has b become It l ’ l d i th management of private Italy’s leader in the t f i t equity funds of funds. It also manages two “thematic” funds and it plans to further expand this product line. With over €1.2 bn under management as of 31 December 2011, it is one of the largest alternative investment groups in Italy Italy. FUNDS MANAGED:  IDeA 1 Fund of funds: Italy’s largest PE fund of funds. 681 mln €  ICF 2: the second FoF of IDeA’s program . 281 mln €  IDeA Opportunity Fund 1: mid-sized LOBO coinvestment fund. 217 mln €  IDeA Efficienza Energetica e Sviluppo Sostenibile: the new thematic fund focused on services and technologies for energy saving and renewable energy DeA Capital acts both as an investor in products managed by IDeA Capital Funds and as a 100% shareholder in the mgmt company, thus being exposed to the asset management business returns 21
  • 22. Real Estate fund management: IDeA Fimit in a nutshell 9.5 bln € # 1 in 21% mkt 23 2011 fees AuM Italy share funds 59 mln € • Deal creates largest Italian player, with a high quality fund portfolio, focused on large Italian g p y , g q y p , g cities and offices/bank branches (over 75% of total) • Leverage on strategic role of IDeA FIMIT’s other institutional shareholders for developing new initiatives in the Italian market: new funds focused acquisitions funds, • Critical mass enabling IDeA FIMIT to gradually expand to other markets (Europe, US), by both offering “Italian products” and diversifying its portfolio’s geography. 22
  • 23. IDeA FIMIT: a solid shareholder base, a strong investor base IdeA FIMIT SGR Shareholder structure IdeA FIMIT Institutional Investor base INPS Enasarco Foundations F d i Pension  P i 29.7% 6.0% Inarcassa 3% funds (Enti) 3.0% 66% Other Sovereign  0.1% funds 2% HNWIs 3% Insurance Cos 6% Corporates Banks DeA Capital 7% 13% 61.3% …..+ over 70,000 retail investors 23
  • 24. A strong market position and a positive track record ITALY RE ASSET MANAGERS (AuM € bln) AuM 9.5 NAV 6.4 64 Capitalising on 2 AuM 4.6 domestic strengths NAV 2.1 to become a AuM 4.5 European player, by: l b 3 NAV 2.7 1) Offering italian funds to foreign investors 4 AuM 4.5 45 willing to «come NAV 3.2 back» to our country AuM 4.0 2) Gradually creating a 5 2.3 23 presence abroad to NAV find investment opportunities in foreign real estate for Italian investors IRR to 31 December 2011 10.34% 10.36% 18.56% 18.97% 11.18% 8.46% 13.62% 24
  • 25. A high quality asset portfolio • F Focused on th most prestigious l d the t ti i locations – 60% of assets i Rome and Milan ti f t in R d Mil • Focused on offices, negligible exposure to residential • Over 80% of space is rented Asset breakdown by destination 33,6 82,0 14,2 Offices 344,6 3.454,6 57.9% 266,3 331,0 Other 27,6 271,8 8.3% 8 3% 248,8 75,3 Healthcare 44,5 0.5% 0,2 3.005,7 Residential 156,1 14,7 2.5% 0,6 Bank  Hotels Retail branches 249,0 5.1% 5 1% Industrial 8.0% 12.9% 58,6 4.7% 43,9 25
  • 26. DisclaimerThis presentation contains statements that constitute forward-looking statements regarding the intent, belief orcurrent expectations of the DeA Capital (“the Company”) with respect to the financial results and other aspects ofthe Companys activities and strategies.Such forward looking statements are not guarantees of future performance and involve risks and uncertainties,and actual results may differ materially from those in the forward looking statements as a result of variousfactors.Analysts and investors are cautioned not to place undue reliance on those forward looking statements, whichspeak only as of the date of this presentation. DeA Capital Spa undertakes no obligation to release publicly theresults of any revisions to these forward looking statements which may be made to reflect events andcircumstances after th d t of thi presentation, i l di i t ft the date f this t ti including, without li it ti ith t limitation, changes i th C h in the Company’s ’business or investment strategy or to reflect the occurrence of unanticipated events.Analysts and investors are encouraged to consult the Companys Annual Report as well as periodic filings, pressreleases and all documentation made publicly available on the website www.deacapital.it.The Manager responsible for the preparation of company accounting statements Manolo Santilli declares in statements, Santilli,accordance with paragraph 2 of article 154 of the Consolidated Finance Act that the accounting information onDeA Capital included in this document corresponds to registered company accounts, books and records. 26