A direct investment opportunity into

A direct investment opportunity into Kleinwort Benson Group Investor presentation September 2011 • Kleinwort Benson EFTA01114058 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, an 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. No part of this Presentation, nor the fact of its distribution. should form the basis of. or be relied on in connection with, any contract or commitment or investment decision whatsoever. This Company has retained J.P. Morgan Limited (UP. Morgan") to act as its financial adviser in connection with the investment opportunity contained herein (the 'Opportunity). This Presentation is being made available by J.P. Morgan on behalf of the Company for the sole purpose of providing information to assist the recipient in deciding whether they wish to proceed with a further analysis of the Opportunity. The information contained in this Presentation has not been independently verified. Neither the Company nor J.P. Morgan is under any obligation to update or keep current the information contained herein. Accordingly, no representation or warranty or undertaking, express or implied, is given by or on behalf of the Company. J.P. Morgan or any of their respective members. directors, officers, agents or employees or any other person as to. and no reliance should be placed on. the accuracy, completeness or fairness of the information or opinions contained herein. None of the Company. J.P. Morgan or any of their respective members, directors, officers or employees nor any other person accepts any liability whatsoever for any loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection with the Presentation and no responsibility or liability or duty of care is or will be accepted by the Company or J.P. Morgan or their respective affiliates, advisers, directors or employees as to the accuracy, completeness, reliability or reasonableness of the Information or opinions contained in this Presentation or supplied herewith. This Presentation is intended only for persons having professional experience in matters relating to investments being relevant persons (as defined below). Solicitations resulting from this Presentation will only be responded to if the person concerned is a relevant person. The Presentation is not an offer of securities for sale in the United States. The Company has not registered and does not intend to register any portion of any offering in the United States or to conduct a public offering of any securities in the United States. My securities may not be offered or sold in the United States except pursuant to an exemption from, or transaction not subject to. the registration requirements of the Securities Act. The distribution of this presentation in other jurisdictions may be restricted by law and persons into whose possession this presentation comes should inform themselves about, and observe, any such restrictions and neither the Company nor J.P. Morgan accepts liability to any person in relation thereto. The Company has not registered and does not Intend to register any portion of any offering under the applicable securities laws of any country. This Presentation is made to and is directed only at persons in the United Kingdom having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (the 'Order), and to those persons to whom it can otherwise lawfully be distributed (such persons being referred to as "relevant persons"). J.P. Morgan is acting for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Opportunity or any transaction or arrangement referred to in this Presentation. This Presentation includes forward•looking statements. These forward-looking statements Include statements concerning plans, objectives, goals, strategies. future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The words "believe,' 'expect? "anticipate,' Intends." "estimate." "forecast." "project," 'will." "may.' 'should' and similar expressions identify forward•looking statements. Forward•lookirg statements include statements regarding: strategies, outlook and growth prospects: future plans and potential for future growth; liquidity, capital resources and capital expenditures; growth in demand for products; economic outlook and industry trends; developments of markets; the impact of regulatory initiatives: and the strength of competitors. 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 of historical operating trends. data contained in the Company's records and other data available from 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 or impossible to predict and are beyond its control, and the Company may not achieve or 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 are 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. Fat Kleinwort Benson EFTA01114059 RHJI is offering a direct investment opportunity into Kleinwort Benson Group Euronext-listed RHJ International ("RHJI") has begun its transformation into an active and dynamic financial services group The cornerstone of this transformation was the acquisition of Kleinwort Benson' completed in July 2010. Under this established brand. RHJI's vision is to build a merchant and private banking group focused on client needs and dedicated to delivering high level service to a diverse audience of both private and corporate customers As a further major step towards completing this transformation. RHJI intends to exclusively acquire BHF-BANK, one of the largest private banks in Europe with its roots dating back to 1854 from Deutsche Bank through Kleinwort Benson Group RHJI is offering the opportunity to co-invest into the combined Kleinwort Benson Group Co-investment proceeds will be used to fund the acquisition of BHF- BANK; investors will co-invest alongside and at the same terms as RHJI Through the transaction investors will gain a stake in a leading private banking franchise present in two of Europe's most important and stable markets RHJI will use its extensive financial services expertise to strengthen the franchise and capitalize on this unique market opportunity "Legacy" Industrial Investments Financial Services Investments Participations • Arecon • guirin B Klanwort Benson Private Bank Limited and Kleinwort Benson Channel Islands Holdings Limited together 'Kleimvorl Benson Note: Envisioned economic structure Kleinwort Benson Investors Proposed acquisition: Kleinwort Benson Gro Existing operational units: • Kleinwort Benson Bank UK • Kleinwort Benson Bank Channel Islands Kleinwort Benson Investors. Dublin BHF-BANK (post de- risking and down- sizing) EFTA01114060 Investment opportunity and rationale RHJI is offering the opportunity to co-invest directly into its strategic financial services group: Kleinwort Benson Group, including BHF-BANK Kleinwort Benson A unique direct investment opportunity • Investors will gain direct exposure to a leading Anglo-German private and merchant banking group on attractive terms • Direct exposure to a self-funded bank with a clean balance sheet • Attractive (risk-adjusted) investor returns expected, based on entry price at discount to net asset value • Significant upside potential from restructuring and limited downside due to clean balance sheet Two banks with strong heritage and brands Connecting international capital with Germany's 'Mittelstand' Stable platform and management experience • Kleinwort Benson and BHF-BANK both have their roots in trade-finance, private and merchant banking, and combine strong brands with long-standing traditions • Their strong franchises are based on their ties to the wealth creators in their respective domestic markets • Investors will participate in the growing European and international 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 secure banking platform with a target Core Tier 1 ratio of 16 to 18 per cent, comprehensively restructured 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 3 EFTA01114061 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 Kleinwort Benson Bank (incl. Channel Islands Holdings) Description • 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 a?' c E E 0 Kleinwort Benson Investors I Kleinwort Benson Investors. based in Dublin. London and New York, has been offering 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 core areas of expenise: environmental equity. dividend-onented equity and multi- asset strategies S BHF-BANK is the largest German Independent Private Banking franchise with its roots dating back to 1854 and a particular locus on the German 'Mittelstand' BHF-BANK is organised along its four business lines: Private Banking. Asset Management. Corporates and Financial Markets Cm 2008 2009 2010 Em 2008 2009 2010 Em 20082 2009 Operating income 125 95 80 Operating income 15.3 11.9 13.3 Operating income 611 338 Operating profit 33 7 (10) Operating profit 0.7 (1.1) (0.3) Operating profits 295 2 AuM (Ebn) 6.3 5.8 5.5 AuM 3.2 3.8 3.7 AuM (fbn) 39.1 43.0 Total assets (Ebn) 4.1 2.7 1.8 Total assets 21.3 20.4 21.4 Total assets (an) 21.8 18.7 RWA (Ebn) 1.1 0.8 0.7 RWA 6.4 6.2 6.4 RWA (On) 5.8 4.8 Tier 1 Capital 300 286 241 Tier 1 Capital 16.8 15.9 16.9 Tier 1 Capital' 573 569 FTE 686 630 587 FIE 92 64 59 FTE 2,126 1,992 • 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 201lyld. Kleinwon Benson has continued to see the effects of improving operating efficiency and refocusing its business and should progressively lead to strengthening financial performance • Kleinwon Benson Investors (KB° has been focusing on expanding its distribution capability in Europe and Asia and investment performance in 20llytd is satisfactory • Operational issues have already been addressed by management of BHF-BANK with first tangible signs of improvements • Envisaged transaction takes deleveraging and restructuring measures into consideration Kleinwort Benson 8HF figures are for BHF as it is before downsizing / de-risking / restructuring 2008 financial.; strongly influenced by sale of BAS 3 Prior to deduction of loan loss provisions ° HGB regulatory capital 4 EFTA01114062 BHF-BANK: the German merchant and private bank for leading entrepreneurial families BHF-BANK, domiciled in Frankfurt, has 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 Kleinwort Benson Private Banking awards Focus on German 'Mittelstand' The obvious alternative Future employer of choice First 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) • BHF-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 alternative 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 5 EFTA01114063 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' Source: mviv.clestetis.de BHF-BANK strategy 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 'Mittelstand'-companies have export businesses, and demand related services • Importance of commodities in world trade Outstanding client basis of entrepreneurial UHNWIs 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 6 EFTA01114064 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 Kleinwort Benson Group Wealth Management Asset Management Merchant Banking • Ultra and High Net Worth Individuals • Institutions • Funds • Distributors • Entrepreneurs and German 'Mittelstand' • Corporate & government clients • Sovereign wealth funds • 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 Operational excellence ____ • Generate operational cost synergies and economies of scale after IT harmonisation and migration to a new system Kleinwort Benson 7 EFTA01114065 Combined Kleinwort Benson Group's financial attractions Kleinwort Benson Group will be well capitalized, liquid and in a stable monetary environment • Kleinwort Benson Capital Balance sheet Liquidity Location Profitability Well capitalised Core Tier 1 ratio between 16 to 18 per cent target Tier 1 No significant credit or market risk and very low leverage 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 Based in two of Europe's most stable economies and close to their respective central banks Kleinwort Benson Group aims at achieving a target ROE of 15% EFTA01114066 Kleinwort Benson Group's key performance indicators The combination of the two banks gives the Kleinwort Benson Group critical mass in capital, assets under management and revenues Figures are 2010 for Kleinwort Benson and 2009 for BHF-BANK pro-forma combined before downsizing, de- risking and restructuring measures • Kleinwort Benson Private Banking and Asset Management AuMs Lending volumes NAV' (IFRS) Tier 1 ratio2 °Kleinwort Benson Operating Entities CD €9.3bn €43.0bn €0.6bn €2.0bn €259m €618m C+) C;) 35.1% 11.9% 3 647 0 1,640 0 €93m €338m BRF.BANK /MIMI IIIT 1614 • Kleinwort Benson Group Note: The impact of the acquisition of Close Offshore Group not included in Kleiman Benson Operating EnNies:10einwort Benson figures as of yearend 2010. BHP-BANK as of year- end 2009 Sum of total shareholders equity on a non-consalidated basis for 10einwort Benson Operating Entities 1' Pro-forma combined on a weighted basis r Pro-forma exd. FTEs transferred through the sale of BAS sold in 2010 EFTA01114067 Experienced Management Team (1 of 5) Dr. Martha Backenteld Chief Financial Office Heinrich Linz Managing Director Mr. Fischer has over 25 years of banking and financial 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 Kleinwon 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 Ma Germany • Dr. Beckenfeld has over 15 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. Backenfeld held various positions at Winterthur Group, including Head of Transaction Management for Restructuring 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 of the Executive Board of Dresdner Bank AG in 2001. he was CEO of Deutscher 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 & Derivates Association. New York. the Deutsche Boerse/EUREX Exchange Council and the Einlagensicherungsfonds des Bundesvetbands deutscher Banken ' Kleinwort Benson EFTA01114068 Experienced Management Team (2 of 5) Dr. Rudiiger Schmid Kiihnhefer COO & General_ Counsel Jean-Marc Roelandl Managing Director Anna-Lena Wetzel Managing Director • Kleinwort Benson • Dr. Schmid•Kfihnhafer has over 9 years of financial services industry experience • Dr. Schmid•Kuhnhafer 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 & Projects at Winterthur Group Previously. Dr. Schmid-Keihnhafer worked in the Capital Markets and M&A practice groups of Shearman & Sterling LLP in New York and Dusseldorf • Mr. Roelandt is Managing Director of RHJI and of Kleinwort Benson Group • Mr. Roelandt joined RHJI in 2005 and served as Chief Financial Officer from 2007 to 2010 • Prior to joining RHJI. Mr. Roelandt held various senior and executive management positions in publicly listed companies • Mr. Roelandt started 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 Awl, 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 multi-billion financings and M&A transactions. • She serves on the Board of Kleinwon Benson Investors Dublin Ltd 11 EFTA01114069 Experienced Management Team (3 of 5) Fernando Barnuevo Managing Director • Iv•oin a 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. Bamuevo 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 Kleinwon Benson. Mr. Barnuevo 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 Institute 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 12 EFTA01114070 Experienced Management Team (4 of 5) Sally Tennant CEO of Kleinwort nson =an Sean Hawkshaw CEO of Kleinwort Benson Investors. Dublin Kleinwort Benson • Sally Tennant joined Kleinwon Benson as Chief Executive in January 2011. Her previous role was Chief Executive at Lombard Odier in the UK where she held the position from 2007 • Before joining Lombard Odier. 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 • Mr Hawkshaw 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 2004 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 13 EFTA01114071 Experienced Management Team (5 of 5) Bjern H. Robens CEO of BHF-BANK Frank Behrends Board Member of Managing Directors of BHF-BANK Rolf Friedhofen Board Member of Managing Directors o BHF-BANK Kleinwort Benson • Mr Robens is CEO of BHF•BANK • He has more than 15 years experience in the financial services industry • Mr Robens is responsible for the complete front office (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 / IT and Compliance. Process Management and Outsourcing • Mr Behrends has lead the initiative to de•risking the loan portfolio of BHEBANK • Mr Friedhofen joined BHEBANK 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 PwC. advising several major banks in Germany and abroad • Responsible for Finance. Internal Audit. Legal Affairs. Human Resources • Mr Friedhofen has long standing expertise in banking and auditing for more than 25 years 14 EFTA01114072 Transaction structure quirin bank AG I C5.1%) RHJ International SA Kleinwort Benson Group Ltd German Kommandit- gesellschaft' BHF-BANK Aktiengesellschaft • Kleinwort Benson Bank Ltd • Kleinwort Benson Channel Islands Holdings Ltd • Kleinwort Benson Investors Dublin Ltd Kleinwort Benson The Kommanditgesellschaft is composed of a Komplentir (General Partner) n form of a German GmbH and a Kommanditist (Limited Partner). KB Group Ltd holds 94.9% and Quinn bank AG 5.1% of each, the Komplementar and the Kommanditist 15 EFTA01114073 Transaction timeline — subject to change The timeline is designed to close the deal by the end of 2011 (subject to regulatory approval) Investors will have access to senior management presentation and expert sessions. Furthermore, investors will get access to due diligence reports for BHF-BANK (financial, legal, tax) and additional financial information on the other businesses through a virtual data room Kleinwort Benson Transaction timeline En a) 8 rn ro To ro Aug. Sept. Oct. Nov. Dec. Jan. ue Dili enc Signing of SPA Re ulato a royal rocess L Capital raising process Investor due dill. ence Indication of interest Firm commitment of investors Closing of acquisition depends on requirements from the regulator, in particular for the approval of the imestor 1 Closin Closing of acquisition' 16 EFTA01114074 Investment conclusion Kleinwort Benson Group, the independent merchant bank, is a platform for future growth • Kleinwort Benson An attractive entry point A natural hedge against Euro turbulence A sound balance sheet A focused business model The entry valuation for investors will be at a discount to net asset value A principal exposure to Germany, and exposure to the UK as the main European nation outside the Euro A comprehensively restructured balance sheet and low leverage in an uncertain financial and macroeconomic environment A solid, clear and simple business model 17 EFTA01114075 Appendix • Kleinwort Benson EFTA01114076 Kleinwort Benson Bank/KB Channel Islands Holdings - Business Overview Company Description • Kleinwort Benson is one of the traditional names in banking with international recognition • Formed by the merger of Kleinwort. Sons & Co. and Robert Benson Lonsdale in 1961. Kleinwort Benson is now a renowned and respected private bank and wealth manager • The Kleinwort Benson brand has remained independent throughout all changes in ownership • Assets under control' E6.1bn AuM (as at December 2010) • High profile management team led by Sally Tennant Key Financials KBB/KBCIH In Em P&L Operating income' Operating cost base' Operating profit KPI's AuM (in Ebn) RWAs Tier 1 capital Tier 1 ratio Kleinwort Benson 2008A 2009A 2010A 125 95 80 (91) (86) (86) 33 7 (10) 6.3 5.8 5.5 1.101 812 728 300 286 241 27% 35% 33% Business Lines Wealth Manage- ment Banking Fiduciary Advisory business Fixed Income Description • Relationship driven approach with a thorough assessment of client's financial situation. goals and risk appetite prior to recommendations • Robust investment framework, quality experienced professionals and disciplined implementation • Good investment track record and broad range of products and services in both advisory and discretionary management • Customized solutions combining Kleinwort Benson products and best of breed third party products • Financial planning, tax and pensions advice to complement investment offering • Lending proposition geared towards residential mortgages and loans to entrepreneurs • Strong Trust and Fiduciary offering both on- and offshore • Fund Administration and Custody services in the Channel Islands • Demand-driven strategic and tactical advisory services. Focus is on small- to medium-sized private businesses • The advisory business leverages the parent company's expertise, that of its high profile partners and Kleinwort Benson's advisory heritage • Unique collaboration with wealth management to ensure integrated solutions and cross referrals • Clear focus on fixed income brokerage. advisory and origination as well as transition management • One-stop-shop services for investment portfolio transfer AuC include deposits. advisory and discretionary investments and loans 'Non-recurring expenses excluded: 6 months to December 2009 operating toss Ind. non-recurring expenses equal to (39m. 6 months to December 2010 operating loss Incl. non-recurring expenses equal to Om. All amounts are stated under WAS a Ertl. loan loss provisions Source: Itleinwon Benson management 19 EFTA01114077 Kleinwort Benson Investors - Business Overview Company Descripti Niche asset management team with two globally distributed product families: -environmentar and -dividend plus' • Based in Dublin. established in 1980 • Acquired by RHJI on October 11 2010 for E23.7m or 0.7% of AuM Opened a representative office in New York in 2004 to actively market to US institutional investors • Additional US sales person based in Portland. Oregon since June 2011 to efficiently cover West Coast clients • E3.7bn AuM on discretionary basis (December 2010) • Approx. 240 institutional international clients • Specialist strategies in two core areas: environmental equities and dividend oriented equities: Water and Alternative Energy fund launched in 2000 (one of the industry's longest track records), first Dividend Plus fund launched in 2003 • Innovative multi-asset strategies predominately for Irish market Key Financials KBI In Em P&L Operating income Operating cost base2 Operating profit 2008A' 2009A1 2010A1 15.3 11.9 13.3 (14.6) (13.0) (13.6) 0.7 (1.1) (0.3) KPI's AuMs (in Ebn) 3.2 3.8 3.7 RWAs 6.4 6.2 6.4 Tier 1 capital 16.8 15.9 16.9 Tier 1 ratio 262% 256% 263% AuM by geography (2010) _ Europe Ireland/UK North Asia America r 0.8 2.1 3.7 • 3.7 bn managed on discretionary basis • Strong client base in Ireland. Asia and North America: Ireland:UK investors representing almost 59% of AuM. North American investors 14% and Asian investors 8% of AuM Kleinwort Benson 2008. 2009 and 2010 are based on carve out from financial statements and reflect the ongoing business purchased 'Excl. loan loss provisions Source: Kleinwort Benson management 20 EFTA01114078 BHF-BANK - Business Overview Company Description • BHF-BANK is one of the largest private banks in Europe and has a leading position in Germany with its roots dating back to 1854 • The bank focuses on Wealth Management as well as Financial Markets and Corporates • The bank is run fully independently from Deutsche Bank, which has held BHF's shares since its acquisition of Sal. Oppenheim in 2009/10 • Strong management team lead by Bjorn H. Robens (CEO), Rolf Friedhofen (CFO) and Frank Behrends (COO) Key Financials BHF-BANK In Em P&L Revenues Operating cost base Operating profit' KPI's AuMs (in Ebn) Equity (IFRS) RWAs Tier 1 capital' Tier 1 ratio' • Kleinwort Benson 2008A' 2009A 611 (316) 295 39.1 642 5.8 573 9.8% 338 (336) 2 43.0 653 4.8 569 11.9% Current Segment Overview Private Banking Asset Management Corporates Financial Markets Other • German private banking activities across 13 branches • Fully licensed Private Bank in Switzerland • Representative Office in VAE, strategic partnership in India • Mutual fund platform • Also services third party mutual fund managers • Institutional asset management • Special investment funds for private investors • Mutual funds based in Luxembourg • Export Trade Finance • German mid- and large cap loan activities and client services • Structured trade and commodity finance • Corporate Finance (M&A, acquisition finance) • Financial markets products, e.g. interest. equities. currencies • Includes Luxembourg operations • Treasury based in Frankfurt and Luxembourg • Mainly back- / middle-office and central functions s 2008 frvancials strongly iluenced by sale of BAS 2 Before non-recurring items: prior to deduction of loan loss provisions 3 HGB regulatory capital Same: EtHF-BANK management 21 EFTA01114079