EFTA02698745

A direct investment opportunity into Kleinwort Benson Group Investor presentation October 2011 Kleinwort Benson EFTA_R1_02C5D767 EFTA02698745 Disclaimer This presentation (the 'Presentation') is strictly confidential to the recipient and has been prepared by Kleinwort Benson Group Limited and its affiliates (the "Company"). By accepting to receive such Presentation, you agree to be bound by the following terms. This Presentation may not be reproduced. retransmitted or further distributed to the press or any other person or published, in whole or in part. for any purpose. Failure to comply with this restriction may constitute a violation of applicable securities laws. This Presentation does not constitute or form part of and should not be construed as. en offer to sell or issue or the solicitation of an offer to buy or acquire securities of Kleinwort Benson Group limited or of RHJ International SA in any jurisdiction or an inducement to enter into investment activity. 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The forward-looking statements in this Presentation are based upon various assumptions, many of which are based. in turn, upon further assumptions, including, without limitation, management's examination el historical operating trends, data contained in the Company's records and other data available Iran third parties. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant uncertainties and contingencies which are difficult a impossible to predict and are beyond its control, and the Company may not achieve a accomplish these expectations, beliefs or projections. Neither the Company, nor any of its members, directors, officers. agents. employees or advisers intend or have any duty or obligation to supplement, amend, update or revise any of the forward-looking statements contained in this Presentation. The information and opinions contained herein are provided as at the date of the Presentation and we subject to change without notice. IRS Circular 230 Disclosure: JPMorgan Chase & Co. and its affiliates do not provide tax advice. Accordingly, any discussion of U.S. tax matters included herein (including any attachments) is not intended or written to be used, and cannot be used. in connection with the promotion. marketing or recommendation by anyone not affiliated with JPMorgan Chase & Co. of any of the matters addressed herein or for the purpose of avoiding U.S. tax-related penalties. J.P. Morgan or JPMorgan is a marketing name for investment banking businesses of JPMorgan Chase & Co. and its subsidiaries worldwide. Securities. syndicated loan arranging. financial advisory and other investment banking activities are performed by a combination of J.P. Morgan Securities Inc., J.P. Morgan Limited. J.P. Morgan Securities Ltd. and the appropriately licensed subsidiaries of JPMorgan Chase & Co. in Asia-Pacific, and lending, derivatives and other commercial banking activities are performed by JPMorgan Chase Bank, N.A. JPMorgan deal team members may be employees of any of the foregoing entities. Kleinwort Benson EFTA_R1_02059768 EFTA02698746 Investment summary Kleinwort Benson EFTA_R1_02059769 EFTA02698747 Investment opportunity and rationale RHJ International is offering the opportunity to invest directly into its strategic financial services group: Kleinwort Benson Group A unique direct investment opportunity • Investors will gain direct exposure to an Anglo-German Private and Merchant Banking Group on attractive terms • The banking franchise comprises the existing Kleinwort Benson Group companies based in the UK, Channel Islands and Ireland • and it will include the proposed exclusive acquisition of BHF-BANK in Germany from Deutsche Bank Two banks with exceptional heritage and brands Connecting international capital with Germany's Witte'stand' Stable platform and management experience • Kleinwort Benson and BHF-BANK both have their roots in trade-finance, private and merchant banking • Their strong franchises are based on their ties to the wealth creators in their respective domestic markets • Investors participate in the growing European and intemational market for wealth-management The investment gives access to a banking group domiciled • in one of the world's financial hubs: London • and in the world's second largest export nation, financing Germany's industrial engine: the successful small and mid cap client segment known as the 'Mittelstand' Investors will own a stake in • a well capitalized and secure banking platform with a totally cleaned up balance sheet and low leverage • domiciled in two of the most stable countries in Europe • run by a top team of bankers with particular operational experience in managing banking franchises, risk and strategic change Kleinwort Benson EFTA_R1_02059770 3 EFTA02698748 Combined Kleinwort Benson Group post acquisition of BHF-BANK A unique business model with a focused offering of products and services to long- standing and new clients in targeted regions Wealth • Ultra and High Net Worth Management Individuals • Institutions Asset • Funds Management • Distributors Merchant Banking Entrepreneurs and German 'Mittelstand' • Corporate & government clients • Sovereign wealth funds Operational excellence • Wealth structuring and fund solutions • Independent advice • Investment ideas • Mutual funds • Institutional solutions • Financing • Corporate finance • Risk management and capital raising solutions • Investment ideas • Germany, Switzerland, Austria, Luxembourg, UK and Channel Islands • International clients • Germany, Luxembourg, UK, Ireland, globally • Germany, UK and international • Generate operational cost synergies and economies of scale after IT harmonisation and migration to a new system • Kleinwort Benson 4 EFTA_R1_02059771 EFTA02698749 Building blocks of Kleinwort Benson Group Kleinwort Benson and BHF-BANK, combined to form the Kleinwort Benson Group, will create a leading wealth management and merchant banking platform in Europe O a. ca C Key financials C rb E E O Kleinwort Benson Bank (incl. Channel Islands Holdings) Kleinwort Benson Bank is a UK based private bank with services including investment management, tax and banking. trust and fiduciary services: additionally, the company is a leading provider of fund administration services One of the first major banks to have established in the Channel Islands nearly 50 years ago, where it is consistently ranked as one of the top ten providers of administration and custodian services Kleinwort Benson Investors • Kleinwort Benson Investors, based in Dublin, London and New York, has been offenng investment management services for over 30 years and is a leading provider of innovative niche investment strategies to clients in the US. UK, Europe and Asia • 3 cue areas of expertise: environmental equity. dividend-oriented equity and multi- asset strategies BHF-BANK' BHF-BANK is the largest German independent Private Banking franchise with its roots dating back to 1854 arid a particular focus on the German Mittelstand BHF-BANK is organised Song its four business lines: Private Banking, Asset Management, Corporates and Financial Markets BHF-BANK currently manages EUR 40.6.bn AuM' (EUR 22.0bn in PB, EUR 16.4bn in AM and EUR 2.3bn in Corporates) Em 2008 2009 2010 fm 2008 2009 2010 Cm 2008 2009 2010 Operating income 125 95 80 Operating income 15.3 11.9 13.3 Operating income 314 325 245 Operating profit 33 7 (10) Operating profit 0.7 (1.1) (0.3) Operating profit 31 22 (31) AuM (Ebn) 6.3 5.8 5.5 AuM 3.2 3.8 3.7 AuM (en) 35.9 40.4 40.6 Total assets (Eon) 4.1 2.7 1.8 Total assets 21.3 20.2 21,2 I Total assets (On) 21.8 18.7 12.7 RWA (an) 1.1 0.8 0.7 RWA 6.4 6.2 6.4 RWA (an) 5.8 4.8 4.5 Tier 1 Capital 300 286 241 Tier 1 Capital 16.8 15.7 16.7 Tier 1 Capital' 574 594 577 FTE 686 630 587 FTE 92 64 59 I FTE 2,126 1.895 1,521 • A focus on costs and the effect of efficiency programmes initiated in June 2010 have already begun to show results in the 2010 figures • In 201tytd, Kleinwort Benson has continued to see the effects of improving operating efficiency and refocusing its business and should progressively lead to strengthening financial performance • Kleinwort Benson Investors (KB') has been focusing on expanding its distnbution capability in Europe and Asia and investment performance in 201lytd is satisfactory t Operational issues have already been addressed by management of BHF-BANK I with first tangible signs of improvements Envisaged transaction takes deleveraging and restructuring measures into consideration • BHF-BANK veil' be significantly restructured prior to closing of the transaction and certain business parts will not form part of the scope • Kleinwort Benson ' BHF figures are for BHF as it is before downsizing I de-risking / restructuring ' On an IFRS pro-forma basis z Ind. deposits. excl. loans: Corporates Auld are exclusively deposits EFTA_R1_02059772 5 EFTA02698750 BHF-BANK: the German merchant and private bank for leading entrepreneurial families BHF-BANK is a fully independently run bank domiciled in Frankfurt with branches in 13 German cities The bank's core franchise is with entrepreneurs, the German 'Mittelstand' companies and their owner families BHF-BANK has discontinued all proprietary trading and investment activities and is characterised by its clean balance sheet Private Banking awards Focus on German 'Mitteistand' Future employer of choice The obvious alternative rst feedback very positive • Largest independent private banking franchise in Germany ranked No. 1 Private Bank for 5 times in succession • Strong growth of AuM of UHNWI (+250% in past 5 years) and significant increase in discretionary portfolio mandates (+165% in past 5 years) • BI-IF-BANK carries 'Merchant Banking' in its name and DNA and has developed a long standing tradition with Germany's export industry since 1854 • BHF-BANK today has a unique niche expertise in structured commodity trade finance • Germany's corporate, institutional and private clients want an altemative service provider to the large German universal banks Deutsche Bank and Commerzbank... • ... as do German bankers and young talents looking to work in a dynamic "centre of excellence" environment • Media, financial industry representatives and BHF-BANK's workforce have reacted favourably to announced intention to integrate BHF-BANK into an Anglo- German banking group • Kleinwort Benson EFTA_R1_02059773 6 EFTA02698751 BHF-BANK: gateway to Germany's `Mittelstand' Germany's `Mittelstand' is the backbone of the German economy BHF-BANK holds the key to attractive business opportunities from export finance to equity participations Kleinwort Benson Germany's 'Mittelstand' Germany: Export champion BHF-BANK strategy Source: www clesteris.do • Germany's 'Mittelstand' (SMEs) represent the backbone of the German economy: They contribute more than 40% of Germany's GDP • More than 400,000 medium-sized companies exist, employing 61% of all employees in Germany • Over 1,000 "hidden champions" — highly specialized world market leaders with impressive global market shares • Only around 5% of Germany's 'Mittelstand' is listed • # 2 export nation after China • Export volume of consistently above E800bn p.a. • >30% of export volume is outside EU/OECD • 80% of 'Mittelstandl-companies have export businesses, and demand related services • Importance of commodities in world trade • Outstanding client basis of entrepreneurial UHNW Is in Private Banking. Future growth in leveraging existing client network and use of cross selling potential with other business divisions, especially with the focus on export finance • Clear focus on trade-related business with risk-minimizing structures • Strict quality control and diversification regarding counterparty risks 7 EFTA_R1_02059774 EFTA02698752 BHF-BANK will be acquired following a comprehensive restructuring as well as de-risking and downsizing of the business The necessary restructuring progress of BHF-BANK has already been started by the management team of BHF-BANK For RHJI and the co- investors this results in the acquisition of a restructured balance sheet and a leaner cost base HF-BANK at 2010 YE BHF-BANK at closing' Total assets E12,741m Total assets €7,357m Equity E601m Equity E554m RWA E4,487m RWA €3,162m Tier 1 capital €577m Tier 1 capital €511mm Tier 1 ratio 12.9% Tier 1 ratio 16.1% FTE 1,521 FTE 1,164 • Disposal/discontinuation of non-core businesses • Disposal/transfer of non-core investment portfolio (NCIP) including all PIIGS securities • Transfer/novation of proprietary derivatives portfolio • Transfer of exchange traded derivatives (ETD) business • Comprehensive restructuring initiated across businesses with particular focus on back office and central functions • Implementation of IT efficiencies with the change of the security provider to dwp bank and several outsourcing projects already kicked off a Kleinwort Benson BHF•BANK al closing: Assumes closing al yearend 2011 EFTA_R1_02059775 EFTA02698753 Pre-closing restructuring of BHF-BANK significantly reduces size and risks of the acquisition... The restructuring measures will lead to a reduction in RWAs of ca. C800m until 2011 E, already taking into account the increase caused by the new Basel 2.5/CRD Ill rules The Tier 1 capital ratio of BHF-BANK is expected to increase to 16.1% until closing (YE 2011) RWA (€m) Tier 1 ratio BHF-BANK 2010A 4,487 ;12.9942'. Measures implemented H1 2011A -166 a BHF-BANK H1 2011A 4,022 Sale of NCIP 328.1 Sale of ETD book -293 RWA reduction of Corporates book -2001 Sale of CDS -781 Sale of BFIF owned properties -641 Other credit risk adjustments -781 Basel 2.5/CRDIII increase in market risk' 181 BHF-BANK 2011E 3,162 • Kleinwort Benson 1 Net o other changes in market risk 2. Tier capital of E577in (pro -forms FRS) 3. Tier !capital of €511m (pro-loans FRS) 9 EFTA_R1_02059776 EFTA02698754 ...while the ongoing downsizing of BHF-BANK's cost base will be rigorously continued... Total savings of EUR74m are expected in the period 2012 to 2015, representing Impact of restructuring measures P&L Impact (in EURm ) 2010A 2011E 2012E 2013E 2014E 2015E P&L Cost Items 275.2 265.3 234.3 239.1 237.1 232.3 114% of assumed restructuring costs Personnel expenses 157.8 150.2 123.6 124.7 125.1 128.5 Admin costs 117.4 115.1 104.8 108.5 106.0 97.9 Rental lease 5.9 5.9 5.9 5.9 Savings from restructuring YoY (9.9) (45.7) (5.0) (10.7) (12.9) Personnel cost savings (7.6) (33.7) (6.8) (6.1) (2.5) thereof IT related (Huxley) (1.7) (3.0) (3.3) (7.5) (4.1) Admin cost savings (2.3) (12.1) 1.8 (4.6) (10.4) thereof IT related (Huxley) (2.1) 5.5 (4.1) (10.2) I Additional yearly costs YoY 14.7 9.8 8.6 8.1 Rental lease 1 5.9 New senior hires 2 5.5 5.3 4.3 3.5 Inflation 1.7 1.9 2.2 2.3 Other personnel expenses (incl. salary increases) 1.6 2.6 2.2 2.4 • Kleinwort Benson Total 2011E-2015E (74.3) 1 (49.0) (19.5)3- (25.3) (10.9)3 41.2 5.9 18.5 8.1 8.7 i Non-recurring restructuring costs 65.0 I Cumulative IT related savings Total savings 2011E-2015E as of restructuring costs 114% per annum of E30.4m t) Sale & lease back of 8ockerrheaner Lends:mae with estimated tent of f 5.9m pa. 2) Dependent on business dew:Asgard 3) Toter 1T-related savings of f 30.4m between 2011E and 2015E Source: BHF Management to EFTA_R1_02059777 EFTA02698755 ...with a simplified IT architecture Overview of key parts of the project Expected savings per annum (steady state) IT restructuring yields significant steady-state savings potential Part of the outsourcing as well as internal optimization is under way and will yield savings already in 2012 Host and storage outsourcing will be implemented by the end of 2012 Implementation of the core banking platform is J urcing host and storage a multi-year project with significant additional savings potential The total annualized savings of EUR30.4m include EUR19.5m personnel savings which are allocated to all business segments fm 35 30.4 Change of security provider to V 30 25 6.1 dwpbank 20 6.8 15 Internal IT V 10 Project optimization 5 Huxley (Quick Wins) 0 -5 -10 V Outsourcing -15 decentralized IT to ATOS Fixed cost savings Outsourcing host and storage Imple- mentation of core banking platform Advanced cost savings 31.03.2012 30.06.2014n 2015 • Kleinwort Benson I. Full cost impact aller phase tt (2015) - Measures are indicative and to be validated with bottom-up approach Source • Ell IF tfnlywrnont II EFTA_R1_02059778 EFTA02698756 Combined Kleinwort Benson Group's financial attractions Kleinwort Benson Group will be well capitalized, have a liquid balance sheet with no significant credit or market risk • Well capitalized with expected amount of Core Tier 1 capital of €728m resulting in a Core Tier 1 ratio of around 16.6% for 2012E • Capitalization based on IFRS and already fully conform with new Basel III requirements • No significant credit or market risk and very low leverage • Conservative loan book with no legacy loans • Very limited reliance on wholesale funding; the business model supports and finances banking activities with a solid and stable deposit base from the private and institutional franchise • Very conservative loan-to-deposit ratio of 33% (2011E) • Clear business focus on interest and commission based income sources with no proprietary trading activities reduces the business inherent risk • Target cost income ratio for 2015 of below 75% and a target RoE of 12 -15% • Kleinwort Benson EFTA_R1_02059779 12 EFTA02698757 The Kleinwort Benson Group 2012: Key performance indicators The combination of the two banks gives the group critical mass in capital, assets under management and revenues Private Banking AuMs Asset Management AuMs Lending volumes Shareholders' equity (IFRS) 110rinwort Hanson Operating Entities €7.3bn €5.Obn 0.7bn 067m 20.2% 849.0 €160.3m 811Ft BANK nietil 181.11 €26.8bn €18.9bn €3.2bn €565m 16.1% 1,114.0 €255.1m 700skrost Baum Group €34.1bn €23.9bn €3.9bn €833m 16.6% 1,963.0 €415.4 m • Kleinwort Benson EFTA_R 1_02059780 13 EFTA02698758 Financial overview of Kleinwort Benson Group' Key metrics (in €m) Significant step change in performance over the plan period Clear actions taken in 2010 and 2011 to address the cost base AuM levels show a steady increase as a result of growth initiatives initiated in 2011 e Kleinwort Benson FYE December 2008A 2009A 2010A 2011E 2012E 2013E 2014E 2015E Revenues 492.7 463.1 369.8 380.7 415.4 464.6 527.7 578.0 Operating cost base2 (420.8) (431.6) (422.2) (418.7) (402.5) (416.5) (425.3) (426.0) ofw Loan loss provisions 6.0 (18.9) (0.5) (0.6) (6.6) (6.6) (6.6) (6.6) Operating profit before taxi 71.9 31.5 (52.4) (38.0) 12.9 48.1 102.4 152.0 Profit after tax 209.4 -43.1 -90.5 -177.0 5.6 36.0 79.5 117.8 CIR (operating) 86.6% 89.1% 114.0% 109.8% 95.3% 88.2% 79.3% 72.6% Group Tier 1 ratio' 12.5% 15.5% 15.1% 17.2% 16.6% 15.1% 16.3% 18.2% Group RWAs 7,118 5,784 5,462 4,320 4,378 4.919 5,094 5,273 Tier 1 capitals 887.6 894.1 827.5 741.4 727.6 745.0 831.5 962.2 Loans 4,999 4,380 4,204 3,743 3,939 4,052 4,194 4,358 AuM 46,687 51,202 51,086 54,163 60,204 66,387 73,221 77,833 FTEs 2,849 2,617 2,516 2,143 1,963 1,931 1,903 1,917 I. KleinwoR Benson Group includes wealth management and fiduciary. KB Investors and from 2012 onwards the impact of the BHP acquisftion 2. Includes loan loss provisions 3. Operating profit excludes restructuring expenses. Integration costs and other non-recurring items, post deduction oilcan loss provisions 415. Based on FRS Source: Kleimvott Benson management accounts ( unaucere); expected figures as calculated In The business model 14 EFTA_R1_02059781 EFTA02698759 The combined balance sheet of Kleinwort Benson Group will be streamlined with limited wholesale funding Reduction of BHF-BANK balance sheet (€bn) The restructuring and derisking of 12 7 BHF-BANK prior to closing will result in a strongly reduced balance sheet Loans and MI advances to customers 1.9 The combined balance sheet of Lending to market 74 Kleinwort Benson Group will amount 1- 1 Other assets to €9.9bn as of YE 2011 10.5 54 Stable funding sources with a very conservative loan-to-deposit ratio of 0 4, 0.3 33%as YE 2011E Total Assets Total Assets 2010A 2011E Kleinwort Benson Group combined balance sheet 2011E (€bn) Loans and advances to customers O Lending to market 0 Other assets 100% 80% 60% 40% 20% 0% Fl Funding from clients (deposits) ri Wholesale Funding El Other liabilities 0.8 Total equity Total Total Liabilities Assets & Equity • Kleinwort Benson 15 EFTA_R1_02059782 EFTA02698760 Low risk investment with an entry valuation at 0.90 multiple of NAV Unique investment opportunity with high upside potential NAV (in Cm) - YE 2012 Kleinwort Benson (Shareholders' equity) BHF-BANK (Shareholders' equity) Deduction of goodwill Kleinwort Benson Group (NAV) 267 565 (34)' Kleinwort Benson 267 Purchase price (in Cm) BHF-BANK Kleinwort Benson Group 4 0.90 P/NAV multiple Note: FigUIOS as of year-end 2012 I. Consists of €27m goodwillat EtHF.BANK level and Urn al Kleinwort Benson feral Source: Kleinwort Benson management 450 • Kleinwort Benson EFTA_R1_02059783 16 EFTA02698761 Expected investor returns IRR Sensitivity Analysis — Kleinwort Benson Group Attractive entry valuation of €717m will generate high returns on invested capital Exit exists for investors into listed RHJ International stock Kleinwort Benson Valuation Date as of 01.01.2015 Implied NAV multiple wkh NAV db 1913m Calculation based on Net Income of Implied P/E multiple with NI da C118m Cakulation based on NAV of 98 108 118 128 138 863 888 913 938 963 a a rzi- 9.0x 9.5x 0.96x 1.02x 1.06x 1.12x 1.16x 1.23x 1.26x 1.33x 1.36x 1.43x Ts. Z p 1.0x 1.1x 7.3x 8.1x 7.5x 8.3x 7.7x 85x 8.0x 8.8x 8.2% 9.0x 5. 2 "„, III Y 10.0x 10.5x 1.07x 1.13x 1.18x 1.24x 1.29x 1.36x 1.40x 1.47x 1.51x 1.59x 2 eg > c:t 1.2x 1.3x 8.8x 9.5x 9.0x 9.8x 9.3x 10.1x 9.6x 103x 9.8x 10.6x 11.0x 1.18x 1.30x 1.42x 1.54x 1.66x 1.4x 10.3x 10.6x 10.8x 11.1x 11.4x IRR Calculatlon IRR Calculatlon Net Income Base ((ml NAV (Cm - IfR51 98 108 118 128 138 863 888 913 938 963 .2 «..6 9.0x 9.5x 7.1% 9.0% 10.6% 12.6% 13.9% 16.0% 17.0% 19.2% 20.0% 22.2% oe. O X 9.1 3 p 1.0x 1.1x 6.4% 9.8% 7.4% 10.8% 8.4% 11.9% 9.4% 12.9% 10.3% 13.9% 5. 'ul 10.0x 10.9% 14.5% 18.0% 21.2% 24.3% 4%1 LI! 1.2x 13.0% 14.1% 15.2% 16.2% 17.2% ≥ 0. 10.5x 11.0x 12.7% 14.5% 16.4% 18.2% 19.9% 21.8% 23.2% 25.1% 26.3% 28.3% 1.3x 1.4x 16.1% 19.0% 17.2% 20.1% 18.3% 21.2% 19.3% 22.3% 20.4% 23.4% Note Based on 1 year forward P/E (VE 2015) and VE 2014 NAV ' NAV post deduct)on of goodwill (434m) 17 EFTA_R1_02059784 EFTA02698762 Investment conclusion Kleinwort Benson Group, the independent merchant bank, is a platform for future growth A unique direct investment opportunity An attractive entry point with strong upside A natural hedge against Euro turbulence A well capitalized and sound balance sheet A focused business model and experienced management • Investors will gain direct exposure to an Anglo-German Private and Merchant Banking Group • Opportunity to build a core European private banking mid market leader • The entry valuation for investors will be at 0.90 P/NAV (based on YE 2012E figures) • RoE target of 12 - 15% based on already initiated and planned strategic initiatives with a target cost income ratio of below 75% by 2015 • A principal exposure to Germany the world's second largest export nation, and exposure to the UK as the main European nation outside the Euro • A well capitalized and secure banking platform with stable financing sources and a loan-to-deposit ratio of 33% (as of year-end 2011E) • A comprehensively restructured balance sheet and low leverage in an uncertain financial and macroeconomic environment • A solid, clear and simple business model • Team of top bankers with particular operational experience in managing banking franchises, risk and strategic change Kleinwort Benson EFTA_R1_02059785 18 EFTA02698763 Transaction structure As KB Group intends to be the acquirer of BHF- BANK, the Co- Investor(s) will participate in the transaction via an investment into Kleinwort Benson Group The investment stake consists of roughly 2/3 BHF-BANK shareholders' equity and 113 Kleinwort Benson operating entities shareholders' equity e Kleinwort Benson 5.1% 5.1% appr.65% KB Group Ltd (Shareholders' equity €833m) I nvestor(s) BHF-BANK AG (Shareholders' equity €565m) Subs • Kleinwort Benson Bank Ltd • Kleinwort Benson Channel Islands Holdings Ltd • Kleinwort Benson Investors Dublin Ltd (Shareholders' equity €267m) Subs Note: Figuresas of year.end 2012 The Kommanditgesellschaft is composed of a Komplentar (General Partner) in form of a German GmbH and a Kanmanditist (Limited Partner). KB Group Ltd holds 94.9% and 'wenn bank AG 5.1% of each. the Komplement* and the Kommanddist 19 EFTA_R1_02059786 EFTA02698764 Overview of due diligence materials to be made available RHJI will provide investors with detailed information about all businesses as part of the due diligence process Due Diligence will consist of access to a Virtual dataroom, management presentations and a Q&A process Planned management presentations will focus on the business plan For BHF-BANK For Kleinwort Benson Bank and Kleinwort Benson Investors For combined group For the co- investment • Due Diligence reports, i.e. financial, legal and tax (prepared by PwC, Milbank and KMPG) • SPA and core documents agreed on with Deutsche Bank • Selected documents that have been prepared by BHF for RHJI's due diligence especially around cost cutting etc. • Documents used as part of the BaFin approval process • RHJI's internal approval committee presentation • 3 year historical financials • 2010 audit report • 1H financials • Pro-forma balance sheet • Investor model • Management presentation • Term sheet • Corporate governance • Legal documentation • Kleinwort Benson EFTA_R1_02059787 20 EFTA02698765 Agenda Appendix Kleinwort Benson EFTA_R1_02059788 EFTA02698766 Experienced Management Team (1 of 5) Leonhard Fischer Chief Executive Officer Dr. Martha Eteckenfeld Chief Financial Office t Heinrich Linz Managing Director • Mr. Fischer has over 25 years of banking and financiN services industry experience and has held CEO and other Executive Board positions at various premier institutions • Mr. Fischer serves as CEO and member of the Board of Directors of RHJI and Kleinwort Benson Group • Prior to joining RHJI in 2007, Mr. Fischer was CEO of Winterthur Group from 2003 to 2006, an insurance subsidiary of Credit Suisse, and a member of the Executive Board of Credit Suisse Group from 2003 to March 2007 Mr. Fischer joined Credit Suisse Group from Allianz AG, where he had been a Member of the Executive Board and Head of the Corporate and Markets Division since 2001 Previously, he had been with Dresdner Bank AG as a member of the Executive Board since 1998. where he was among others responsible for the Investment Banking division, and with JP Morgan in Frankfurt since 1987 Mr. Fischer serves on the Boards of Glencore, Julius Bar and Axa Germany • Dr. Bockenfeld has over t5 years of financial services industry experience • Dr. Beckenfeld serves as the CFO of RHJI and is a Managing Director at Kleinwort Benson Group • Before joining RHJI, Dr. Backenfeld was a Member of the Executive Board of Winterthur Group and Head of Group Reinsurance Non-Life and Closed Portfolio Management Previously, Dr. B0ckenfeld held various positions at Winterthur Group, including Head of Transaction Management for Restructunng and Divestitures and Regional CFO Asia Non-Life • Mr. Linz has over 25 years of banking and financial services industry experience • Mr. Linz is a Managing Director at RHJI. Before joining RHJI. he served as COO and Member of the Executive Board of Winterthur Group (2004 to 2006) • Prior to being appointed Chief Risk Officer and Member c4 the Executive Board of Dresdner Bank AG in 2001. he was CEO of Deutsche( Investment Trust (dit). the asset management division of Dresdner Bank • Mr. Linz began his professional career at Dresdner Bank AG in 1983. where he held various positions including Treasurer and Co-Head Global Markets • Previously he built the Derivatives business of the bank • Mr. Linz served on various boards. significant assignments were with the International Swaps 8 Derivates Association. New York, the Deutsche Boerse/EUREX Exchange Council and the Einlagensicherungsfonds des Bundesverbands deutscher Banken • Kleinwort Benson EFTA_Ri _02059789 22 EFTA02698767 Experienced Management Team (2 of 5) Dr. Rudiger Schmid Kiihnhofer COO 8 General Counsel Jean-Marc Roelandt Managing Director Anna-Lena Wetzel Managing Director • Dr. Schmid-K0hnherfer has over 9 years of financial services industry experience • Dr. Schmid-Kiihnhafer serves as RHJI's COO and General Counsel and is a Managing Director at Kleinwort Benson Group • Before joining RHJI he held various positions at Credit Suisse Group as a member of senior management, including Head Group Tasks 8 Prciects at Winterthur Group Previously. Dr. Schmid-Kahn/Wet worked in the Capital Markets aid M&A practice groups of Shearman 8 Sterling LLP in New York and Dusseldorf • Mr. Roelandt is Managing Director ci RHJI and of Kleinwort Benson Group • Mr. Roelandt joined RHJI in 2005 and served as Chief Financial Officer Iran 2007 to 2010 • Prior to joining RHJI. Mr. Roelandt held various senior aid executive management positions in publicly listed companies • Mr. Roelandt staled his career with Ernst &Young and was a certified public accountant, managing audits of manufacturing and financial services companies • Ms. Wetzel has over 11 years of financial services industry experience • Ms. Wetzel is a Managing Director at RHJI. Before joining RHJI, she worked for 8 years in the Investment Banking division of Goldman Sachs in Frankfurt. New York and London and was involved in dozens of high profile mutti-billion financings and MA transactions. • She serves on the Board of Kleinwort Benson Investors Dublin Ltd • Kleinwort Benson EFTA_R1_02059790 23 EFTA02698768 Experienced Management Team (3 of 5) 12=1=EIL__ g Fernando Barnuevo Managing Director S Michael Pfaff Managing Director • Mr. Barnuevo has over 25 years of financial services industry experience • Mr. Barnuevo is a Managing Director at Kleinwort Benson Advisors • From 1986 - 2005, Mr. Barnuevo was an executive at JP Morgan where he held various senior positions in the Capital Markets and Investment Banking divisions. including Financial Institutions Group Management Committee member. European Equities management team member and President of Leadership Morgan Chase • Prior to joining Kleinwort Benson, Mr. Bamuevo worked with Nobel laureate economist Robert Merton, Peter Hancock and Roberto Mendoza at Integrated Finance Limited, a specialized boutique investment banking and asset management firm • Mr. Barnuevo serves as Chairman of the U.S. Fund Board of Instituto de Empresa, Spain's leading business school. from which he also holds an International MBA • Mr. Pfaff has over 25 years of experience in both corporate banking and investment banking • He spent most of his career with Dresdner Kleinwort Benson in different product areas and sales and distribution functions • Throughout his professional time and in particular as Head of Global Banking and Client Coverage for Germany he has built very close and long lasting relationships with both German large and mid caps and also institutional clients • Kleinwort Benson EFTA_R1_02059791 24 EFTA02698769 Experienced Management Team (4 of 5) Sally Tennant CEO of Kfranwort Benson Bank Sean Hawkshaw CEO of Kleinwort Benson Investors. Dublin Sally Tennant joined Kleinwort Benson as Chief Executive in January 2011. Her previous role was Chief Executive at Lombard Other in the UK where she held the position from 2007 • Before joining Lombard Oilier, Sally spent four years as Chief Executive of Schroders Private Banking. She spent nearly 10 years at Gartmore plc. most latterly as a Board Director and Head of its Institutional Division. before becoming a Founding Partner at Beaumont Capital Management. Sally's early career was spent at Morgan Grenfell Asset Management and at SG Warburg & Co. • Sally holds a degree in Politics from the University of Durham and is Co-Chair of Tommy's The Baby Charity. a trustee of The STARS Foundation and a governor of Sherborne School for Girls Kleinwort Benson Investors Dublin • Mr Ha'Mcshaw has been working in the asset management industry for 25 years and has been with the current firm since 1992 • He was appointed as CEO in 20O4 having previously held the positions of Chief Operating Officer. Head of Business Development and Head of Portfolio Management • Between 1986 and 1992 Mr Hawkshaw was employed by Bank of Ireland Asset Management • Kleinwort Benson EFTA_R1_02059792 25 EFTA02698770 Experienced Management Team (5 of 5) :• Pl iir% Bjorn H. Robens Spokesman Board o Managing Directors o' BF-IF-BANK Frank Behrends Board Member of Managing Directors of BHF-BANK Rolf Friedhofen Board Member of Managing Directors of BHF-BANK • Mr Robens is spokesman of the Board of Managing Directors of BHF-BANK • He has more than 15 years experience in the financial services industry • Mr Robens is responsible for the complete front office divisions (Private Banking. Asset Management. Corporates and Financial Markets) as well as the Corporate Office • Since 2008 he has been in charge for the Private Banking as a member of the bank's Board of Managing Directors and has been With the bank since 2005 • Prior to joining BHF-BANK. Mr Robens was a Partner at Roland Berger Strategy Consultants • Advising the Board of Managing Directors in his function as the core strategic advisor, he played an important part in BHF-BANK's successful repositioning and its transfer to Sal. Oppenheim Group • Mr Behrends has been a Member of the Board of Managing Directors since August 2010 • He has been with BHF-BANK for more than 30 years and has had several management functions in Germany and abroad • Previously served as Head of Corporate Banking for more than 10 years • Responsible for Credit Risk, Operations I IT end Compliance. Process Management and Outsourcing • Mr Behrends has lead the initiative to de-risking the loan portfolio of BHF-BANK • Mr Friedhofen joined BHF-BANK in 2010 as Member of the Board of Managing Directors • He previously served as Chief Financial Officer and Member of the Management Board of HypoVereinsbank until May 2010 • Prior to that. he was an audit partner with KPMG and N.C. advising several major banks in Germany and abroad • Responsible far Finance. Internal Audit, Legal Affairs. Human Resources • Mr Friedhofen has long standing expertise in banking and auditing for more than 25 years • Kleinwort Benson EFTA_R1_02059793 26 EFTA02698771