Nicolò Quirico – Il Monolite – 2014

Audit & Transaction Services

Company Profile

2016

Company Profile 2

“... masterpieces are made up of details...” Michelangelo Buonarroti

As well as art gives value to people’s sentiments, passions, emotions and dreams, companies create value over the years, by offering their clients products and services that are unique, particular and special. Sentiments, passions,emotions and dreams are foundamental to the creation and growth of companies, too. Art and business are based on the importance of details. Audirevi looks after those important «details» which represent such great value: the company accounts of our clients, which we are called on every day to analyze and verify with accuracy and professionalism. That’s why we have decided to undertake this journey alongside our customers, to create together a value of mutual interest from the details.

Gian Mauro Calligari Managing Partner Audirevi

Company Profile 3

Summary Company at a glance 04 Network & Offices 05 Audit & Assurance 06 Transaction Services 07 People 08 References 11 Contacts 12

Company Profile 4

Company at a glance

§ Established in 1983 as an independent auditing firm, nowadays Audirevi is an emerging italian company operating in the industry of professional services addressed to large companies and SME’s.

§ Independence, integrity and competence towards clients are our key values. Indisputably competitive terms, combined with a high level of services, alongside with a fast and efficient organization, typical of a lean company structure, characterize Audirevi’s financial auditing with flexibility and efficiency, ensuring added value to its customers.

§ Audirevi regards its mission as an «art» rather than a job. This is how it deploys its resources, knowledge and professional competences, how it cares for its clients with passion and commitment.

§ It aims to create trust in the numbers which represent the company value and the work of many people, by understanding and analyzing the clients’ business model and the market in which they operate. It has to be the result of a transparent and rigorous process, compliant with Italian and international accounting principles. Numbers express the value of tangible and intangible assets, describe the continuous performance of a company, measure its wealth and allow to understand the dynamics of a business. Companies make important economic decisions based on these numbers. They use them to analyze and develop projects, initiatives, financing, investments, acquisitions, sales and mergers. That’s why our role concerns numbers, companies, people and, above all, trust.

§ Thanks to its Italian branches and international presence, throught the Nexia International network, and supported by its partnership with many accountancy and legal companies, Audirevi offers a wide range of professional services.

§ With the creation of the Transaction Services team, Audirevi aims to assist its clients in managing extraordinary processes aided by the skills and experience of its partners, in order to design made-to-measure solutions in accordance with clients’ specific needs.

§ Audirevi’s Partners and Managers have significant international experience, since they have always worked for several fast growing and dynamic companies operating in different sectors, developing, in particular, an important track-record in the Hospitality & Leisure, Energy & Utilities, Aviation, Industrial Products, Technology, Entertainment & Media and Real Estate Industries.

Company Profile 5

Network & Offices

§ Audirevi is a member of Nexia International, a network of leading independent accounting firms joining together to provide audit, tax and advisory services. Nexia’s partners are located in more than 120 Countries worldwide with over 24.000 professionals, realizing a total turnover of US$ 3BN.

§ Audirevi has six offices in Italy: Milano – Roma – Brescia – Cagliari – Ancona – Pescara.

Company Profile 6

Audit & Assurance

§ Statutory and voluntary auditing of financial statements and consolidated financial statements.

§ Sub-annual audits drawn for internal or external information purposes.

§ Periodic inspections on book-keeping.

§ Auditing and monitoring of projects supported/encouraged by public funds.

§ Fairness opinions on exchange ratios or price of issue of new shares with the exclusion of option rights.

§ Support in IAS / IFRS (FTA) and in preparing financial statements according with international schemes.

§ Assistance to the solution of technical accounting problems.

§ Assistance in preparing consolidated financial statements.

§ Optimization of working capital.

§ Analysis of administrative organization.

§ Assistance for accounting

organization pre-IPO.

§ Assistance for companies in optimizing their internal audit function.

§ Assistance in creating internal control and reporting procedures.

§ Assistance in developing the

organizational model to comply with Italian rules on company responsibility (Italian Legislative Decree nr. 231/2001).

§ Rearrangement of internal

procedures, and assistance in defining internal controls.

§ Validation of company

procedures and actions with specific legislation and regulations, or at the request of the regulatory authorities.

Auditing Consultancy Corporate Governance

& Internal Audit

Company Profile 7

Transaction Services

Strategy &

Transaction Services

Advisory &

Corporate Finance

§ Assessments and appraisals of companies, business units or interests.

§ Impairment tests on tangible and intangible assets, interests, etc..

§ Financial due diligence (buy-side or sell- side) as part of M&A deals or in preparation for the disposal of companies or interests.

§ Pre parati on of busi ness plan s and presentations addressed to Boards or shareholder’s meetings, analysts or the financial community (for listed companies).

§ M&A consultancy, also over cross-border deals.

§ Assistance in managing activities related to mergers, spin-offs and splitting procedures.

§ Arrangement of private

placements towards the private equity community than the private debt one.

§ Fund raising on capital markets

through IPO’s on Milan Stock Exchange (MTA, AIM Italy, etc.).

§ Structuring and placement of

«minibonds», «hybrid capital» instruments and commercial papers.

§ Assistance in operations of debt restructuring or rescheduling of outstanding debt.

§ Assistance in preparing industrial and financial turnaround plans.

§ Accounting support and

assistance in arranging liquidation financial statements or distribution plans.

§ Drafting and affidavit of business

recovery plans, on the basis of different procedures prescribed by the Italian Bankruptcy Law.

Turnaround - Restructuring &

Insolvency

Company Profile 8

People

Gian Mauro Calligari - Managing Partner of Audirevi Audit & Assurance and Audirevi Transaction Services

§ After graduating in Economics at Pavia University in 1994, he joined a primary auditing company. In 2002 he became Partner, responsible for the Italian branch of a French auditing firm.

§ Specialized in the publishing, plant engineering, and information technology industries. § Partner of Audirevi since 2006, where he founded the division specialized in accounting advice in

bankruptcy proceedings and in merger and acquisitions.

Alfonso Laratta - Partner of Audirevi Audit & Assurance and Audirevi Transaction Services

§ After obtaining the Economic degree from «Luiss Guido Carli» University in Rome, he became auditor in 2000 for an important firm.

§ In 2003 he worked for ENEL Group as internal auditor, then joined Audirevi in 2004. Since then, he coordinated several due diligence operations on large Italian industrial groups and SME’s.

§ Today he’s the head of Audirevi division specilized in assistance during bankruptcy precedures, financial turnaround and business restructuring.

Anna Baldini – Board Member of Audirevi Audit & Assurance

§ Graduated in Political Sciences, with major in Economics, at the University of Milan, she joined a multinational audit company.

§ For 12 years she has been in charge of several positions and developed the quality control division. § She joined Audirevi in 2010, where she mainly worked assisting companies operating in the fashion and

commercial services industry.

Company Profile 9

People

Andrea Moresco - Partner of Audirevi Transaction Services

§ After graduating in Business Administration at «Luigi Bocconi» University in Milan, he began working in 1997 as financial controller in Fiat Auto Argentina (Buenos Aires).

§ Then he worked as M&A financial advisor in leading investment banks, including the Meliorbanca Banking Group, and therefore, he becomes partner of Ambromobiliare, an independent merchant bank listed on Milan Stock Exchange.

§ From 2003 to 2006 Andrea has served the financial and operating lease division at Mediobanca Banking Group. Then he was appointed as CFO for a leading hotel mangement group operating in Italy.

§ Since 2015 co-founder Audirevi Transaction Services.

Ivano Nerbini - Partner of Audirevi Audit & Assurance

§ Graduated in Economics at the University of Bari, he bagan working as accountant. § In 1999 he moved to Milan where he started working as auditor in Mazars, where he became senior

manager. § In 2013 he continued his professional career at Baker Tilly Revisa. § Ivano has recently joined Audirevi, where he’s in charge with the auditing of non-financial companies, in

particular as IAS/IFRS expert.

Laura Cattaneo - Partner of Audirevi Audit & Assurance

§ Graduated in Economics at the Cattolica University of Milan, she began working as auditors in a leading multinational auditing firm.

§ In 2007 she participated to the foundation of the firm Global Auditors srl. § She specialized in Internal Audit and she’s a Risk Manager Consultant. § She’s in Audirevi since 2016.

Company Profile 10

People

Davide Borsani - Partner of Audrevi Audit & Assurance

§ Graduated in Economics at Pavia University, he began is carrier as Auditor in one of the Big-Four in Milan, where he became Executive Mnagaer.

§ In 2007 he participated to the foundation of the firm Global Auditors srl. § He’s in Audirevi since 2016 and he’s specialized in the auditing of non-financial companies, operating in the

energy and pharmaceutical sectors. § He’s also an expert of national accounting standards.

Daniele Silvestri - Director of Audirevi Audit & Assurance

§ After graduating in Economics at «la Sapienza» University in Rome, he becomes auditor in 1999, joining a multinational auditing firm.

§ In 2004 he started working for Audirevi, where he mainly assisted companies operating in the industrial, services, publishing and sport industries.

§ Here he become Director in 2015.

Company Profile 11

References

Company Profile 12

Contacts

§ MILANO - Headquarters Piazza Velasca, 5 (20122) Tel. +39.02.87070700 - Fax. +39.02.87070719

§ ROMA – Representative Office Via del Bufalo, 138/A (00187) Tel. +39.06.5921143 - Fax. +39.06.54211009 www.audirevi.it www.audirevits.it info@audirevi.it

§ ROMA - Office Viale degli Scialoja, 3 (00196) Tel. +39.06.5921143 - Fax. +39.06.54211009

§ BRESCIA - Office Via Corfù, 54 (25124) Tel. +39.030.293189 - Fax. +39.030.2810752

§ CAGLIARI - Office Via Tuveri, 54/B (09129) Tel. +39.070.7732186 - Fax. +39.070.7732136

§ ANCONA – Office Via Marsala, 6 (60121) Tel. +39.071.9030412- Fax. +39.071.9206426

§ PESCARA - Office Via F. De Sanctis,14 (65122) Tel. +39.085.4211702