EFTA01369694

"V MEDIAWAN The first ever French SPAC listing Mediawan €250m IPC) yr On 20 April 2016, Deutsche Offer summary Company information Bank acting as Joint Global Price date - 20 April 2016  Meclawan has been established for the sole purpose of acquiring one Coordinator and Joint Compan - Mechawan S A or several targets in the traditional and chgZal Media content and Sponsors Bookrunner successfully - Pierre-Antoine Capton, Xavier Niel, Matthieu Pigasse entertainment industnes in Europe priced the first ever SPAC - Euronext Paris (Professional segment)  Mediawan Is sponsored by 3 successful. ezperrenced and Exchan.e IPO in France, raising €250m for Mediawan Size - E250m - 25m units at E10 complementary sponsors wilt an extensive knowledge and network in the European Media space Units offered - Each unit consists of I market share and 1 market warrant Pierre-Antome Capton Is the founder of 3e Oeil Production, the largest French independent Media producer The transaction reinforces Warrant strike - E11.5. 2 market warrants for 1 new ordinary Y.a.:(J(. ] N. is the founder and CEO of Iliad Group and the co-owner Deutsche Bank's No 1 SPAC share callable if share price above €18 of the French newspapers Le Monde Group and L'Obs franchise globally and No 1 position in ECM France, Sponsor at risk investment - C6.0m or 2 4% of the deal size - 24 months - Matthieu Nesse is the Global Head of M&A of Lazard Group and a shareholder in a number of media groups in France including Le Monde Group and L'Obs alongside Xavier Niel Time to corn. ete IBC'tt having led 15 of the 16 French IPOs since 2013, of which 11 as Global Coordinator(*) Sponsor promote - 20% -100% - Joint Global Coordinator and Joint Bookrunner Pierre-Antoine Capton will be the Chairman and sole member of the Management Board while Xavier Niel and Matthieu Pigasse will be members of the Supervisory Board Amount held in secured de 1 account Deutsche Bank role (al Initial Business Combination Source Prospectus published 12 April 2016 Source Launch press release. Prospectus. 12 April 2016 Demand breakdown( to) Transaction highlights Investment highlights By type Cementite funds 11% Generalists I 24% UK 22% 4 , SPAC speozzists 65% By geography Row 14% nc ra e iii 33% Vs Source: NJ Deal.* 31% (DJ Deutsche Bank syndicate. 20 April 2076 Deutsche Bank Corporate Banking & Securities Mediawan is the Fiench SPAC IPO and the largest in Europe since 2O381+1 1 Priced successfu'it: i• le challenging market conditions (9 deals wkhdrawn or postponed in Europe since January 2onsym 1 Book was Cc. • Significant ty. during the bookbuildingtbi 1 Strong interest from French and international institutional investors demonstrating the quality and credibility of the Mediawan proposition and of its sponsortim • Unrivalled dislnbtition capabilities with c.75% of demand generated by h,?: Ban:e The transaction represents the largest IPO in France YTD and reinforces :rt., Bank's position as the No I SPAC franchise globahy, the No 1 ECM boOkrunner in France, having led 15 of the 16 French IPOs since 2013 and the leading ECM house in EMEA with a strong emphasis on Median,' Source' (a)Deabuic. 20 April 2016 (0) Deutsche Bank syndicate, 20 April 2016 Right timigg to invest in ti,ff Media Seder' n MTir.FD fer..';',,ery in the Eurozone driving advertising spendings up - has strengthened the emergence of new consumption behaviours and will drive long-term growth vvithin the Media space - Transition of traditional media to digitization creates spporti:itities new .'tier; - European media stocks are undervalued vs US players (tx EBITDA) 1 Expected consolidation and convergence in the Media sector due to the need to reach critical scale  The rdependent members of the Supervision; Board will comprise some of the most experienced Media professionals in Europe: Rodolphe Belmer (CEO of Eutelsat, ex-CEO of Canal+). Cecile Cabanis (CFO of Danone), Julien Codomiou (Director of Platform Partnerships at Facebook Europe). Pierre Lescure (Co-founder of Canal+, Head of Cannes film festival). Andrea Scrosati (Vice President Programming. Sky Naha) Source: Prospectus published 12 April 2016 8 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062125 CONFIDENTIAL SDNY_GM_00208309 EFTA01369694