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TENNANTCO.COM Expanding reach & scale in EMEA Acquisition of IPC Group February 2017

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Page 1: Acquisition of IPC Group · Tennant to Acquire IPC Group Strategic move that aligns with growth aspirations • The acquisition of IPC Group (“IPC”) increases presence and builds

TENNANTCO.COM

Expanding reach & scale in EMEA

Acquisition of IPC Group

February 2017

Page 2: Acquisition of IPC Group · Tennant to Acquire IPC Group Strategic move that aligns with growth aspirations • The acquisition of IPC Group (“IPC”) increases presence and builds

Tennant to Acquire IPC GroupStrategic move that aligns with growth aspirations• The acquisition of IPC Group (“IPC”) increases presence and builds scale for Tennant in key European countries, and gives IPC opportunity to expand

• Vast majority of IPC’s business is in Europe translating to minimal overlap and addressing a gap in Tennant’s current geographic coverage

• Under Tennant’s ownership, IPC will have the opportunity to grow significantly in the Americas and APAC

• Complementary business to Tennant makes combination attractive

• Offers access to distributor base in Europe

• IPC sells primarily through distribution and there is little overlap between distribution systems

• Great complement to Tennant’s direct model

• Expands Tennant’s product offering

• Tennant is strong in the premium segment and IPC is strong in the mid-tier market

• IPC’s vacuum business expands Tennant’s essentials product line

• Addition of attractive tools and power washers business

• Provides impressive management team to oversee European growth strategy

• Key management of IPC to join the Tennant team

Attractive value creation for shareholders

• Pro Forma1 Revenue of $1.0 billion and Adj. EBITDA of $115 million (excluding expected cost synergies) for the twelve months ended December 2016

• Highly attractive combined organic growth and return profile

• Strategic acquisition with attractive synergies

• Efficient use of Tennant’s balance sheet with PF Net Leverage <3.0x

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1Pro forma revenue and EBITDA are for the combined company and are adjusted to 1) exclude any one-time costs and 2) normalize acquisitions completed during 2016.

Page 3: Acquisition of IPC Group · Tennant to Acquire IPC Group Strategic move that aligns with growth aspirations • The acquisition of IPC Group (“IPC”) increases presence and builds

IPC Group Overview

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Revenue by Geography

Key Facts and Figures

Geographic Coverage

IPC Group produces machines and equipment for the professional cleaning sector

— Cleaning machines: floor sweepers and scrubbers, vacuum cleaners, high-pressure washers and related aftermarket parts and services

— Cleaning tools and supplies: trolleys, window cleaning tools and consumables

2016A Revenue: €192mm

2016A Adjusted EBITDA: €28mm (~14% margin)

4 manufacturing plants; 11 international branches with sales to over 100 countries

~1,000 Employees

EagleEagan, Minnesota

Industria e ComercioPinhais Parana

Cleaning EspañaBarcelona

ICAÉpône Cedex

Soteco BeneluxWommelgem

GansowUnna

Foma NorgeLanghus

China Trade CorporationFo Shan, Guangdong

Western Floor PVTNew Delhi

2016A Revenue Mix

2016A Revenue by Product

2016A Revenue by Type

Sweepers & Scrubbers42%

Vacuum Cleaners21%

Cleaning Tools and Supplies

19%

High Pressure18%

Machinery59%

Machinery Aftermarket22%

Tools and Supplies19%

EMEA

80%

Americas

11%

RoW

9%

Page 4: Acquisition of IPC Group · Tennant to Acquire IPC Group Strategic move that aligns with growth aspirations • The acquisition of IPC Group (“IPC”) increases presence and builds

Overview of IPC Group Product Portfolio

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Equipment

IPC Sweepers and Scrubbers

IPC Pressure Washers

IPC Vacuum Cleaners

IPC Tools

Ride On Walk-Behind

ScrubberSweeperScrubberSweeper

Dry Wet & Dry Industrial

Hot Water Cold Water

Hydro-cleaners with high temperature water jets and internal heaters

Hydro-cleaners with cold water jets

Trolleys Mops and Cloths

Carts formanual tools

Window and mirrorsurface cleaning

Surface and

floor cleaning

Dry Vacuum Cleaners: 750W to 1,400W

Wet & Dry Vacuum Cleaners: 1,300W to 3,600W

Single motor to three motor models

Scrubbers: 15L to 230L (tank size)

Sweepers: 460mm to 1,200mm (brush size)

Multiple Power Systems: Electric cables, batteries, diesel, petrol and hybrid

Range of 2.5HP to 13HP

— Diesel versions up to 900 liters per hour

— Gasoline versions up to 1,260 liters per hour

IPC Group sells its products under the brand names IPC, IPC Foma, IPC Eagle, IPC Gansow, ICA, Vaclensa, Portotecnica, Sirio and Soteco, Readysystem, Euromop, and Pulex.

Page 5: Acquisition of IPC Group · Tennant to Acquire IPC Group Strategic move that aligns with growth aspirations • The acquisition of IPC Group (“IPC”) increases presence and builds

Summary of Transaction TermsTennant has entered into an agreement to acquire IPC Group

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1 Subject to standard closing adjustments.2 Inclusive of €12 million in run-rate cost synergies.

Consideration

€330 million cash transaction¹

11.9x multiple of 2016A EBITDA excluding synergies

8.3x multiple of 2016A EBITDA including synergies²

Expected FinancialBenefits

The transaction is expected to be earnings accretive to 2018 full year

Annual cost synergies of ~€12 million expected to be achieved by 2019

Cost to achieve estimated to be equivalent to 1 year of run-rate synergies

Similar attractive cash flow generation and operating leverage model as Tennant

Financing

Fully committed financing in place from Goldman Sachs and JP Morgan

Utilizes strength of Tennant’s balance sheet

Expect <3.0x net debt to adjusted EBITDA ratio

Closing Expect closing during early Q2 2017

Transaction is subject to customary closing conditions, including regulatory clearances