Making Acquisitions Work, Sharing Experiences John Hall 14 February 2008

Our Experience Strong private, investor-backed company Acquired by Oakhill Capital Consortium in 2007, a group with vast experience in the IT-BPO domain Our growth strategy - both organic and inorganic 5 acquisitions in the last 5 years- average of one acquisition per annum Multiple deals where we have taken over client operations including people Integrating cultures, building one Vertex is the key to our success Vertex “Inspiring People, Working Smart for Winning Customer Outcomes” Enhanced focus on People Greater success for our Clients Diverse capabilities demonstrating Efficiency, Knowledge and Innovation

Strong private, investor-backed company

Acquired by Oakhill Capital Consortium in 2007, a group with vast experience in the IT-BPO domain

Our growth strategy - both organic and inorganic

5 acquisitions in the last 5 years- average of one acquisition per annum

Multiple deals where we have taken over client operations including people

Integrating cultures, building one Vertex is the key to our success

Vertex “Inspiring People, Working Smart for Winning Customer Outcomes”

Enhanced focus on People

Greater success for our Clients

Diverse capabilities demonstrating Efficiency, Knowledge and Innovation

Poorly executed mergers can destroy Value Lack of a shared vision and culture Loss of managers/ executives Problems in process management PROBLEMS Monthly customer loss of 1 - 1.5% outside California 12% decrease in deposits OUTCOME Total Return Index (TRI) Source: Datastream 240 200 160 120 80 1/93 9/95 Bank A Bank Index Before Merger 260 100 80 10/95 5/98 Bank A Bank Index After Merger 180 220 140 240 200 160 120 80 1/93 9/95 Bank Index Before Merger 260 100 80 10/95 5/98 Bank Index After Merger 180 220 140

Lack of a shared vision and culture

Loss of managers/ executives

Problems in process management

Monthly customer loss of 1 - 1.5% outside California

12% decrease in deposits

A well designed Merger Management Process can drive above-average increases in Value CLEAR STRATEGIC VISION QUICK RESOLUTION OF LEADERSHIP ISSUES STRICT PROCESS MANAGEMENT Total Return Index (TRI) Before Merger After Merger KEY FACTORS FOR SUCCESS OF POST-MERGER MANAGEMENT Source: Datastream 140 130 110 100 80 1/93 6/95 Bank B Bank Index 90 120 300 180 100 80 220 7/95 5/98 Bank B Bank Index 140 260

CLEAR STRATEGIC VISION

QUICK RESOLUTION OF LEADERSHIP ISSUES

STRICT PROCESS MANAGEMENT

Top 5 Sources of Operating Value for Outsourcing & Technology Players Capability Transfer (Core Operational Skills, IT Capability, HR and Commercial Skills, Sales & Marketing) Service Line Enhancements (Intellectual Property, Depth of Capability,) New Markets (Geographic Footholds, Customer Relationships) Scale Economies (Particularly in Overheads) Organizational Performance Improvement

Capability Transfer (Core Operational Skills, IT Capability, HR and Commercial Skills, Sales & Marketing)

Service Line Enhancements (Intellectual Property, Depth of Capability,)

New Markets (Geographic Footholds, Customer Relationships)

Scale Economies (Particularly in Overheads)

Organizational Performance Improvement

Systematically capturing the Value

No “One Size Fits All”

Top 5 Pitfalls to Avoid Taking the eye off current business performance Losing top performers Under-communicating Under-structuring the integration effort Ignoring cultural issues

Taking the eye off current business performance

Losing top performers

Under-communicating

Under-structuring the integration effort

Ignoring cultural issues

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