EFTA01369722

WL ROSS HOLDING CORP WL Ross Holding Corp. (NASDAQ: "WLRHU") • $500 million SHAG IPO Deutsche Bank Securities acted as lead underwriter for WL Ross Holding Corp, the largest US SPAC post-financial crisis, highlighting the relevance of the SPAC vehicle in the minds of leading sponsors Key management Name Position Years of private equity and restructuring experience Wilbur Ross Jr Chairman CEO 40, Stephen Toy President 17- Wendy Teramoto SW' 17- Deutsche Bank Corporate Banking & Securities Summary IPO terms WL ROSS VIOL JING CORP Pricing date: June 5. 2014 Public offering size: 4500 million Securities offered: 50 million units - each consisting of 1 share of common stock and 1 warrant (exercisable for 'A share of common stock) Amount held in trust: Equal to 103% of offering proceeds Sponsor "at risk" Sponsor 'at risk' investment of 511 .2 million in the investment: form of warrants ($0.50 per warrant) Sponsor promote: Shares issued to sponsor al formation equivalent to 20.0% of common equity ownership post public raise or 12.5 million shares DB Role: Lead Bcokrunnet Sponsor highlights 0 Global private equity firm with 'vend-renowned management team and proven track record of investment excellence Value-oriented investment philosophy applied in a variety of market cycles Access to robust and consistent deal bow through dIflerentrated origination network developed through senior management's 70+ years of private equity and restructuring advisory experience Strong expertise in structuring complex transactions and providing flexible. long-term capital solutions. distinguishing it from other financial buyers Extensive experience creating ptatfom investments and often consolidating meaningful portions of large industries Sauce. Companydala WL Ross Holding Corp. overview I • WL Ross Holding Corp (WLRH) is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange. asset acquisition, stock purchase. reorganization or similar business combination in a single large transformational investment • Management learn has in the aggregate over 70 years of experience investing in value-onented investment opportunities • Offers public investors the opportunity to team up with a management team with the ability to source value-oriented investment opportunities and create value through its distinctive distressed investing and turnaround prowess • WL Ross Holding Corp. benefits from the strong alignment of interest that the shareholders share with Invesco Ltd. and WL Ross 8 Co. LLC — Invesco Ltd. purchased 2.5 million units in the offering — WL Ross 8 Co. LLC has the option to purchase 10 million shares at the time of business combination Investment highlights O Talky od public investniont Which, to profit hum thematic opportunities alongsidean innovative and suxesslut management team O positioned to make an acquisition in the shipping, building materials. energy at Ideal vehicle to make a single Urge Irenslormational irwestmeM m the $1.0-7.5 Salon range Structure is Ideal for Value-Wonted' awastments. which will be a cons pad of the investment sestina Strong alignment of in101osls between SPAC sponse, end shareholders SPAC wall benefit from the deal flow generated at WL Ross & Co LLC and the strong operational platform or Invesco. 37 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062157 CONFIDENTIAL SDNY_GM_00208341 EFTA01369722