A direct investment opportunity

A direct investment opportunity into Kleinwort Benson Group Investor presentation October 2011 Kleinwort Benson EFTA01177276 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 Limits or of RHJ International SA in any jurisdiction or an inducement to enter into investment activity. 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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' 'Wile "may.' "should" and similar expressions identify forward-looking statements. Forward•looking 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. managements 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 laward•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. NA. JPMorgan deal team members may be employees of any of the foregoing entities. • Kleinwort Benson EFTA01177277 Investment summary • Kleinwort Benson EFTA01177278 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 `Mittelstand' 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 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 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 J' Kleinwort Benson 3 EFTA01177279 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 structuring and fund • Wealth • Ultra and High Net Worth solutions Management • Individuals Institutions • • Independent advice Investment ideas • Asset • Funds Mutual funds • Management • Distributors Institutional solutions • • Entrepreneurs and German Financing Merchant 'Mittelstand' Corporate finance • Banking • Corporate & government clients Risk management and capital raising solutions • Sovereign wealth funds • 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 EFTA01177280 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 • E E O KIe nwo enson 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 tap ten providers of administration and custodian services €m Operating income Operating profit Kleinwort Benson Investors • Klemwort 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 expertise: environmental equity. dividend-oriented equity and multi- asset strategies 2008 2009 2010 €m 125 95 80 Operating income 33 7 (10) Operating profit AuM (€an) Total assets (an) RWA (fbn) Tier 1 Capital FTE 6.3 4.1 1.1 300 686 630 587 FTE 92 64 59 5.8 2.7 0.8 286 5.5 1.8 0.7 241 2008 15.3 0.7 2009 11.9 (1.1) 2010 13.3 (0.3) • BHF-BANK is the largest German independent Private Banking franchise with its roots dating back to 1854 and a particular focus on the German Mittelstand • BHF-BANK is organised along 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) €m I Operating income I Operating profit 2008 314 31 2009 325 22 2010 245 (31) AuM Total assets RWA Tier 1 Capital 3.2 21.3 6.4 16.8 3.8 20.2 6.2 15.7 3.7 21.2 6.4 16.7 AuM (€bn) Total assets (€On) I RW A (On) Tier 1 Capital, 35.9 21.8 5.8 574 40.4 18.7 4.8 594 40.6 12.7 4.5 577 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 201lytd. Klenwort Benson has continued to see the effects of improving operating efficiency and refocusing its business and should progressively lead to strengthening finance] performance • Kleinwort Benson Investors (KBI) has been focusing on expanding its distribution capability in Europe and Asia and investment performance in 201lytd 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 BHF-BANK will be significantly restructured prior to closing of the transaction and certain business parts will not form pan of the scope Kleinwort Benson BHF figures are for SHF as it is before downsidng/ de-risking / restructuring sOn an IFRS pro-forma basis 2 Incl. deposits. excl. loans: Corporates AuM are exclusively deposits 5 EFTA01177281 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 The obvious alternative Focus on German 'Mittelstand' 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 • Kleinwort Benson 6 EFTA01177282 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 Germany's `Mittelstand' Germany: Export champion 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 €800bn 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 HS Kleinwort Benson Source:www.destatisale 7 EFTA01177283 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 BHF-BANK at 2010 YE Total assets E12,741m Equity E601m RWA E4,487m Tier 1 capital E577m Tier 1 ratio 12.9% FTE 1,521 BHF-BANK at closing, Total assets €7,357m Equity E554m RWA E3,162m Tier 1 capital €511mm Tier 1 ratio 16.1% FTE 1,164 • Disposal/discontinuation of non-core businesses • Disposal/transfer of non-core investment portfolio (NCIP) including all PUGS 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 Kleinwort Benson BHF-BANK at dosing: Assumes closing at year-end 2011 8 EFTA01177284 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. €800m 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 20104 Measures implemented H1 2011A BHF-BANK H1 20114 Sale of NCIP Sale of ETD book RWA reduction of Corporates book Sale of CDS Sale of BHF owned properties Other credit risk adjustments Basel 2.5/CRDIII increase in market risk' BHF-BANK 2011E -466.1 -328a -293 -200 II -781 -641 -781 181 3,162 4,487 4,022 (12.95a) •-• Kleinwort Benson 1. Net of other changes in market ask 2. Tier capital of E577m (pro-fonna FAS) 1 Tier Icapita? of E511m (pro-forma 1FRS) 9 EFTA01177285 ...while the ongoing downsizing of BHF-BANK's cost base will be rigorously continued... Impact of restructuring measures Total savings of EUR74m are expected in the period 2012 to 2015, representing P&L Impact (in EURm) 2010A 2011E 2012E 2013E 2014E 2015E Total 2011E-2015E P&L Cost Items 275.2 265.3 234.3 239.1 237.1 232.3 114°/0 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 1 1Savingsfrom restructuring YoY (9.9) I (45.7) (5.0) (10.7) (12.9) (74.3) Personnel cost swings (7.6) (33.7) (6.8) (6.1) (2.5) (49.0) thereof lTrelated (Huxley) (1.7) (3.0) (3.3) (7.5) (4.1) (Ia5)3 Admin cost sasAngs (2.3) (12.1) 1.8 (4.6) (10.4) (25.3) thereof lT related (Huxley) (2.1) 5.5 (4.1) (10.2) (10.9)3- r 1 I Additional yearly costs YoY 14.7 9.8 8.6 8.1 41.2 I Rental lease I 5.9 5.9 2 New senior hires 5.5 5.3 4.3 3.5 18.5 Inflation 1.7 1.9 2.2 2.3 8.1 Other personnel expenses (incl. salary increases) 1.6 2.6 2.2 2.4 8.7 • Kleinwort Benson 1 Non-recurring restructuring costs 65.0 Total savings 2011E-2015E as of restructuring costs 114% I) Sate & lease back of Bockenheimer Landstralle with estimated rent of f 5.9m pa. 2) Dependent on business development 3) Total 1T-related savings off 30.4m between 2011E and 2075E Source: BHF Management Cumulative IT related savings per annum of €30.4m 10 EFTA01177286 ...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 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 Implemen- tation of core banking atform Change of security provider to dwpbank Project Huxley V Internal IT optimization (Quick Wins) Outsourcing decentralized IT to ATOS V Em 35 - 30 - 25 - 20 - 15- 10- 5- 0 -5 - -10 - -15 - 17.6 6.1 6.8 30.4 Fixed Outsourcing Imple- Advanced cost host and mentation cost savings storage of core savings banking platform 31.03.2012 30.06.2014" 2015 ' Kleinwort Benson I. Full cost impact after phase II (2015)- Measures are indicative and to be validated with bottom-up approach Scvrce:BHF Management EFTA01177287 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 Capital Balance sheet Liquidity Profitability • 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 HI 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% BS Kleinwort Benson 12 EFTA01177288 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 P 'War Banking AuMs Asset Management AuMs Lending volumes Shareholders' equity (IFRS) Tier 1 ratio FTE's Revenues ' !Klelnwn rt Ben 4011 Operating Entities €7.3bn 43.0bn €0.7bn €267m 20.2% 849.0 €160.3m 0 BHF It BANK , • , i €3.2bn €565m (47 ) 16.1% 0 0 1,114.0 €25.5.1m 0 0 G.) 0 M0M1tuort8en Group E34.1bn €23.9bn 13.9bn €833m 16.6% 1,963.0 €415.4m Kleinwort Benson 13 EFTA01177289 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 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) o/w Loan loss provisions 6.0 (18.9) (0.5) (0.6) (6.6) (6.6) (6.6) (6.6) Operating profit before tax3 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. Kleinwort Benson Group includes wealth management and fiduciary KB Investors and 40177 2012 onwards the impact of the BHF acquisition 2. Includes loan loss provisions 3. Operating profit excludes restructuring expenses. integration costs and other non-recurring items. post deduction of loan loss provisions 0.,5. Based on FRS Source: Kleinwort Benson management accounts (unaudYted): expected figures as calculated in the business model 14 EFTA01177290 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 BHF-BANK prior to closing will result in a strongly reduced balance sheet The combined balance sheet of Kleinwort Benson Group will amount to €9.9bn as of YE 2011 Stable funding sources with a very conservative loan-to-deposit ratio of 33°/0 as YE 2011E Loans and advances to customers 0 Lending to market Other assets 12.7 0.4 r Total Assets 2010A 7.4 5.4 0.3 Total Assets 2011E Kleinwort Benson Group combined balance sheet 2011E (€bn) 100% 80% Loans and advances to customers 60% K Lending to market 40% 0 Other assets 20% 0% 9.9 7.2 9.9 6.9 I I Funding from clients (deposits) Whdesale Funding 1.4 NI Other liabilities .8 NI Total equily Total Total Liabilities Assets & Equity Kleinwort Benson EFTA01177291 Low risk investment with an entry valuation at 0.90 multiple of NAV Unique investment opportunity with high upside potential Kleinwort Benson (Shareholders' equity) BHF-BANK (Shareholders' equity) Deduction of goodwill Kleinwort Benson Group (NAV) 267 ad 56.5 1 (34)t1 798 Note: Figures as of year-end 2012 I. Consists of €27m goodwill at BHF-BANK level and Urn at Kteinwon Benson level Source:10eimvort Benson management Purchase price (in €m) Kleinwort Benson1 BHF-BANK ..1 Kleinwort Benson Group 717 • Kleinwort Benson 16 EFTA01177292 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 Valuation Date as of 01.01.2015 Implied NAV multiple with NAV @ C913m Calculation based on Net Income of Implied PIE multiple with NI @ E118m Calculation based on NAV of 98 108 118 128 138 863 888 913 938 963 9.0x 0.96x 1.06x 1.16x 1.26x 1.36x xi 1.0x 7.3x 7.5x 7.7x 8.0x 8.2x -a ta. ₹ 8 9.5x 1.02x 1.12x 1.23x 1.33x 1.43x 9. 7. . 1.1x 8.1x 8.3x 8.5x 8.8x 9.0x 5. f 10.0x 1.07x 1.18x 1.29x 1.40x 1.51x LI/ 1.2x 8.8x 9.0x 9.3x 9.6x 9.8x o. 10.5x 11.0x 1.13x 1.18x 1.24x 1.36x 1.47x 1.30x 1.42x 1.54x 1.59x 1.66x 1.3x 1.4x 9.5x 10.3x 9.8x 10.1x 10.6x 10.8x 10.3x 11.1x 10.6x 11.4x IRR Calculation IRR Calculation Not Income Base (Cm) NAV (Cm 98 108 118 128 138 863 888 913 938 963 -0 2. . .2 5 8 9.0x 9.5x 7.1% 9.0% 10.6% 13.9% 17.0% 12.6% 16.0% 19.2% 20.0% 22.2% - 1.0x 1.1x 6.4% 9.8% 7.4% 8.4% 10.8% 11.9% 9.4% 12.9% 10.3% 13.9% II. 10.0x 10.9% 14.5% 18.0% 21.2% 24.3% 1.2x 13.0% 14.1% 15.2% 16.2% 17.2% w 10.5x 12.7% 16.4% 19.9% 23.2% 26.3% > 1.3x 16.1% 17.2% 18.3% 19.3% 20.4% Q. 11.0x 14.5% 18.2% 21S% 25.1% 28.3% - Z 1.4x 19.0% 20.1% 21.2% 22.3% 23.4% Kleinwort Benson Note: Based on 1 year forward RE (YE 2015) and YE 2010 NAV NAV post deduction of good ill (€30m) 17 EFTA01177293 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 2011 E) • 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 18 EFTA01177294 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 213 BHF-BANK shareholders' equity and 113 Kleinwort Benson operating entities shareholders' equity RHJ International SA BHF-BANK AG (Shareholders' equity €565m) KB Group Ltd (Shareholders' equity €833m) Investor(s) • Kleinwort Benson Bank Ltd • Kleinwort Benson Channel Islands Holdings Ltd • Kleinwort Benson Investors Dublin Ltd Shareholders' e • uit €267m Kleinwort Benson Note: Figuresas of year-end 2012 ' The Kommanditgesellschaft is composed of a KomplentAr (General Partner) in form of a German GmbH and a Kommandibm (Limited Partner). KB Group Ltd holds 94.9% and quirin bank AG 6.1% of each, the KomplementIr and the Kommandlist 19 EFTA01177295 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 • 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 intemal approval committee presentation For Kleinwort • Benson Bank and • Kleinwort Benson Investors • • For combined group • For the co- investment 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 20 EFTA01177296 Agenda Appendix ' Kleinwort Benson EFTA01177297 Experienced Management Team (1 of 5) Leonhard Fischer Chief Executive Officer S Dr. Martha Backenteld Chief Financial Office Heinrich Linz Managing Director Kleinwort Benson Group • 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 Kleinwort Benson Group • Prior w 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. mete 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 Gfencore. Julius Bar and Axa Germany • Dr. Backe:11dd has over 15 years of financial services industry experience • Dr. Backe:11dd serves as the CFO ci 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. Bockenfeld 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 Awl. 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 ci 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 Bundesverbands deutscher Banken • Kleinwort Benson 22 EFTA01177298 Experienced Management Team (2 of 5) Dr. Rudiger Schmid Kiihnhoter COO & General Counsel Jean-Marc Roelandt Managing Director Anna-Lena Wetzel Managing Director Kleinwort Benson Group (cont'd) • Dr. Schmid.K0hnhafer has over 9 years of financial services industry experience • Dr. Schmid.K0hnhefer 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. Schmi&K0hnh0fer 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 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 multibillion financings and M&A transactions. • She serves on the Board of Kleinwon Benson Investors Dublin Ltd • Kleinwort Benson 23 EFTA01177299 Experienced Management Team (3 of 5) Fernando Barnuevo i'Aanaging Director • -lain , fi~tff. 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 w joining Kleinwort 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. Bamuevo 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 24 EFTA01177300 Experienced Management Team (4 of 5) Kleinwort Benson Bank UK / Kleinwort Benson C Sally Tennant CEO of Kleinwort Benson Bank Sean Hawkshaw CEO of Kleinwort Benson Investors. Dublin • Salty Tennant joined Kleinwort 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 Ganmore 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 8 Co. • Salty 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 Sherburne School for Girls Kleinwort Benson Investors Dublin • 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 • Kleinwort Benson 25 EFTA01177301 Experienced Management Team (5 of 5) Ilifl Blom H. Robens Spokesman Board o Managing Directors o BHF-BANK Frank Behrends Board Member of Managing Directors of BHF-BANK Rolf Friedhofen Board Member of Managing Directors of BHF-BANK 1:112:72111_ • 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 banks 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 BHP-BANKS 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 Heed of Corporate Banking for more than 10 years • Responsible for Credit Risk. Operations f IT and 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 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 • Kleinwort Benson 26 EFTA01177302