CONFIDENTIAL

Ettore V. BiagioniSecond Punta del Este Conference

“ Developing Meaningful Relationships”March 31, 2006

Private Equity in Practice

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Disclaimer

The information provided herein is neither financial advice nor a recommendation, offer or solicitation to engage in a financial transaction or purchase particular securities or assets, and no representation is made concerning its accuracy, completeness or fairness. All opinions and estimates herein, including forecast returns, reflect our judgment on the date of this report and are subject to change without notice. This contains forward-looking statements that are not historical facts. Examples of forward-looking statements include financial projections and estimates and their underlying assumptions and statements regarding future performance. Forward-looking statements are based on current plans, estimates and projections, and therefore you should not place too much reliance on them. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update any forward-looking statement in light of new information or future events. Forward-looking statements involve inherent risks, and uncertainties, most of which are difficult to predict and generally beyond our control. We caution you that a number of important factors could cause actual results or outcomes to differ materially from those expressed in, or implied by, the forward-looking statements. The information contained herein does not constitute a composite or comply with AIMR standards. No information is contained herein with respect to risks or conflicts of interest, which may be significant. You should conduct your own analysis thereof. Investment in international markets can be affected by a host of factors, including political or social conditions, diplomatic relations, limitations or removal of funds or assets or imposition of (or change in) exchange control or tax regulation in such markets. Additionally investments denominated in an alternative currency will be subject to changes in exchange rates which may have adverse effect on the value, price or income of the income of the investment. The businesses described herein are in Latin America, a region which has undergone significant economic volatility. Events occurring in these markets will significant influence results. In this document we rely on and refer to information obtained from internal surveys, portfolio companies, market research, publicly available information and industry publications. Although we believe the information is reliable we cannot guarantee the accuracy or completeness of the information and have not independently verified it. The past performance of a business does not guarantee or predict future performance. The businesses described in this document may not be appropriate for everyone, so an interested party must make his or her own independent legal, tax, accounting and financial evaluation of their merits and risks. In general, an investment in these businesses would not be insured by any governmental entity and would be subject to risks, including possible loss of the entire amount invested. If these or other risks and uncertainties materialize, or if the assumptions underlying any of these statements prove incorrect, results may be materially different from those expressed or implied by such statements. Availability of such investment may be limited by applicable law. The information set forth is the work product of the Alothon Group LLC and was not calculated or verified, and is not endorsed, by Deutsche Bank or any of its affiliates, and neither Deutsche Bank AG not its affiliates make any representation or warranty or provide any other form of assurance with respect to the accuracy of completeness of such information. This document, and the information contained herein, is confidential and should not be copied, distributed or disclosed to a third party without our prior approval. By your receipt hereof, you agree to comply with the foregoing.

Note: Not audited. No representation expressed or implied is made with respect to its accuracy or completeness therefore. Strictly Private and Confidential - For Information Purposes Only - Not for distribution

THE INFORMATION SET FORTH ON THIS PAGE IS THE WORK PRODUCT OF THE ALOTHON GROUP LLC AND WAS NOT CALCULATED OR VERIFIED, AND IS NOT ENDORSED, BY DEUTSCHE BANK AG OR ANY OF ITS AFFILIATES, AND NEITHER DEUTSCHE BANK AG OR ANY OF ITS AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY OR PROVIDE ANY OTHER FORM OF ASSURANCE WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION.

The estimated valuations in this presentation are provided for information purposes only and do not represent what Alothon may actually receive from the sale of the investment(s), which will be higher or lower depending, at the time of exit, among other things, on market conditions, past and expected financial performance of the investment, the negotiating ability and position of Alothon, the cooperation of other shareholders, and the timing of the exits. Alothon makes no representation, expressed or implied that the estimate valuations are an indication of the returns which may actually be generated by the portfolio of investments on which Alothon is currently advising, or on returns which may be generated on new investments which Alothon may make in the future on behalf of Alothon Fund, L.P.

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Alothon and FMO: a long-term relationship

– Alothon team members have worked with FMO since 1997

– Alothon introduced to FMO a successful management team and structured a joint investment program with them

– Alothon and FMO are co-investor in three successful companies in Brazil

– FMO has committed funds to Alothon’s new private equity fund

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Overview of Alothon Group

Alothon is an independent private equity firm that focuses on investing in mid- to late-stage businesses in Latin America

―Since 1993, the Alothon team has invested approximately half a billion US dollars in 29 buy-out transactions in Latin America

―Alothon’s team members continue to manage a portfolio of 12 companies in the region

– Unique combination of senior private equity professionals who have worked together for many years as a group

Confidential

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Our Presence

Alothon Team Presence

Confidential

% investments 36%

Brazil

Mexico% investments 6%

Chile% investments 23%

% investments 23%

Argentina

% investments 12%

Rest of Latin America

Alothon Board Presence

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Consumer30%Technology

7%

Telecomm11%

Media25%

Industrials4%

Financials13%

Healthcare10%

Industry/Business Focus

Diversified Investments Portfolio Selected Companies where Alothon has invested

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What is Private Equity?

● Private Equity is a major component of the alternative investment universe

Alternative Investments

Private EquityVenture Capital

BuyoutMezzanine CapitalSpecial Situations

Hedge FundsLong/Short

Global MacroEvent Driven

Market NeutralArbitrage

Emerging Markets

Real EstateOfficeRetail

ResidentialREITs

Physical Commodities

Currencies

Interest Rates

Natural Resources

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● Private Equity is the business of investing through a negotiated process and partnering with management in private companies

– Private equity can be structured according to the maturity stage and growth opportunities of the Company

What is Private Equity?

Broad Categories of PE Investing According to Life Cycle of Company

Venture Capital Buyout

Seed

Sta

rt-u

p

Exp

an

sion

ReC

ap

Roll-u

p

Exp

an

sion

Targets the acquisition of a significant portion or majority of businesses

Invest in mature companies with established business plans to finance expansions, consolidations, turnarounds and sales, or spinouts of divisions or subsidiaries

Targets the acquisition of a limited portion or minority of businesses

Invest in companies that have undeveloped or developing products or revenue. Venture Capital has a particular emphasis on entrepreneurial undertakings and less mature businesses

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Definition of Private Equity

Economic Stake Majority/Control Minority

Broad Categories of PE Investing

PE Management Role Active Passive

Exit/Liquidity

Strategic Acquiror IPO Sale to other shareholders

Sources of PE Finance

Independent fund Captive fund Club/deal funding

Special Situations

Includes distressed debt, equity-linked debt, project finance, one-time opportunities resulting from changing industry trends or government regulations, and leasing. This category includes investment in subordinated debt, sometimes referred to as mezzanine debt financing, where the debt-holder seeks equity appreciation via such conversion features as rights, warrants or options.

Geographic Focus

US/Europe Latin America Australia/Asia

Industry Focus

High Tech Consumer Generalist, etc.

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Private Equity as a Source of Funding for Companies

Sources of Funding

Debt Equity

Junior Senior MezzanineShareholdersStrategicPrivate Equity

BanksFinancial Institutions

BanksSpecialized Funds

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Latin America’s private equity has matured

(1) Source: Latin American Venture Capital Association July 2005- 2005E source: EMPEA

0.1

0.8 0.9

1.5

3.43.7

1.8

2.6

0.60.4 0.4

1.0

1.4

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

4.0

1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005E

Private and Venture Equity Fund raised in Latin America(1)

(US$ Billions)

Early Stage: Strategy: Minority Investments Players: US Financial Players

The Rush: Strategy: US LBO Model Players: US Financial Players, Regional Super Funds

Maturity: Strategy: Focus Approach Players: Hybrid funds with international and local expertise

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Why have a private equity investor in a Company?

● Capital

● Value maximizing partner

● Private Equity can be catalyst for change amongst the management ownership structure

Value

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Why have a private equity investor in a Company? (Cont.)

● Apolitical partner

– Objective and independent in the expression of views

– Partner that is not interested in being involved in the full time management of the firm

– Unbiased partner that may solve situations were family, mixed ownership, and managerial roles are difficult to dislocate

– Value maximization focus

– Alignment of interests

Alignment of Interests

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Why have a private equity investor in a Company? (Cont.)

● External input at Board Level

– Challenge conventional thinking

– Act as catalyst to take the company to the next level

● Cross fertilization

– Access to other companies in portfolio

Change in Perspective

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Why have a private equity investor in a Company? (Cont.)

● A path to implementing:– Corporate governance practices – Strategic decisions– Compensation structures – Financial results – Financial transparency – Management performance evaluation, – Fiscal responsibility

● Best intermediary step from a privately held company to a publicly traded company– Increases the credibility of the company

to bankers and investors– Access to the financial markets– Up to date knowledge of financial

markets

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What is a private equity investor looking for?

● Highly reputable partners and managers

● Viable exit plan with an expected positive return on capital

● A management team and business that is going to be successful and open to growth in its strategy

● Objectivity by management and shareholders

● A management team to which the private equity investor can delegate the management of the company

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Case Study: Odontoprev

● The investment thesis was to roll-up the dental care industry in Brazil

● Odontoprev is the largest dental care management company in Brazil, with over one million affiliates

● The Company’s network is recognized for its high technical quality and consists of 12,000 dentists nationwide

● The Company focuses on corporate customers to whom it offers a broad range of services such as dental care management, dental insurance policies, and management of third-party fee-based dental care system

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Case Study: Odontoprev (Cont.)

● Odontoprev’s primary clients are multinational corporations (i.e., American Express, BASF, Citibank) and large Brazilian companies (i.e., Brahma, Visanet, Odebrecht)

● Financial reporting and corporate governance practices that enable the shareholders to undertake an IPO

CAGR1997-2005

42.1%

Number of Members(End of Period)

68,000 92,000

224,316

446,750544,273

613,202

762,890

1,131,743942,667

1997 1998 1999 2000 2001 2002 2003 2004 2005

Acquisitions

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Case Study: BGH

● BGH is a leading Argentine conglomerate in the consumer electronics, telecom and information technology businesses

● Headquartered in Argentina, BGH also has operations in Brazil and Chile

● BGH has partnership and manufacturing agreements with: Motorola, Avaya Communications, Oracle, Nortel Networks, Lennox Global, Nokia, Samsung, Fedders International, Thomson Consumer Electronics, Vertex Standard, Alpine, and Huawei technologies

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100

130

171

88

42

116

174

0

20

40

60

80

100

120

140

160

180

1999 2000 2001 2002 2003 2004 2005

Revenue Growth(1999 = 100)

Case Study: BGH (Cont.)

● The investment thesis has evolved from a recapitalization of the Company to growth in the telecom and IT sectors in Argentina.

● Key factors of the investment thesis were the backing of a strong management team and the participation in the Argentinean telecommunication sector indirectly through BGH

● Participate in the Board of Directors of the Company

● Provide outside view to the Company’s strategic vision particularly helpful prior to the devaluation

● Work with the Company on developing the adequate compensation structures

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Conclusion

Private equity is a well established source of

multiple value added to companies and management

THE END