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ASK Brasil November 2013

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Page 1: Ask Presentation December 2013

ASK BrasilNovember 2013

Page 2: Ask Presentation December 2013

Geographical Presence

Page 3: Ask Presentation December 2013

ASK - Portugal

The existence of an unfulfilled demand for quality financial services , from companies in the middle market segment of Portuguese industry, was the main driver for the company's establishment in late 2006. O

ur o

rigin

Our

foun

ders

Our founders are professionals with vast experience in a range of areas at financial institutions. We also have an institutional partner:• Nuno Fernandes Thomaz• John Beirôco

• Nuno Miranda• Jaime d'Almeida

• Francisco Fino• José Paulo Parreira do Amaral

ISQ is a private institution which operates in the areas of technical inspection and certification, with a presence in 11 countries around the globe.It is critical to ASK's operations, providing certification services for partners and customers.

Our

Mis

sion A group of people with vast experience in the financial sector who, in conjunction with a

technology partner, offer a range of independent services in the areas of:

Mergers and acquisitions Venture capital

Objective: provide an effective response to the unfulfilled demand for quality financial services

Page 4: Ask Presentation December 2013

The Company

51.50%

85% 100%77.5%

- Lauro Brand 13.79%

- Partners Part. 14.86%

19.86%- Walter Braga

- Partners22.5%

- Directors15%

Page 5: Ask Presentation December 2013

ASK Brasil

ASK Brazil was the first step of ASK's internationalisation project, accomplished in 2008, involved local partners with extensive experience in the financial sector and in-depth knowledge of the Brazilian market.

ASK Brazil has three independent companies under control:

Investment Funds Manager, authorised by CVM, whose role is to identify, structure,

capture and manage investments.

Provides financial advisory services in M & A and Debt Restructuring transactions

Responsible for prospect and structuring real estate

products

Page 6: Ask Presentation December 2013

ASK Brasil

Organisational structure:

Executive Board

Nuno MirandaWalter Braga

Pedro Tavares Martins

Corporate Finance

M & A

Pedro Veloso

Debt Structuring

Ramon Darzi

Pedro Fino

Hélio Azevedo

Structured Finance

Valério Marega

Pedro Martins

Mário Garcia

Board of Directors

Nuno Miranda - Pres. Board Lauro Brand Walter Braga Francisco Fino Valério Marega

Angela Feltrin

Page 7: Ask Presentation December 2013

He is currently the CEO of ASK and director of ASK Venture Capital. Founding Shareholder of ASK.

With 18 years of experience in financial advice, was one of the founders of Ibersá and ASK. Previously he was an

Associate at Argentária Business Bank and Finibanco in the areas of Corporate and Project Finance.

He was also Director of FirstPortugueseGroup, with responsibility for the areas of Corporate Finance, Marketing

and Business Development, where he designed, developed and structured an investment fund with unique

features.

He graduated in Management from the Portuguese Catholic University.

Nuno Miranda

ASK Brasil

CEO AND CHAIRMAN OF THE BOARD

CFO of ASK Brazil and Owner Director of ASK Asset Management

Has a degree in Engineering from the Pontifical Catholic University of Rio de Janeiro, a Master in Economics from

the Getulio Vargas Foundation Graduate School of Economics , and has an specialisation in management from the

Barcelona graduate business school (IESE). Combines the experience of having worked for financial institutions in

the corporate finance area with the experience in business management. - BFC Bank, Ernst & Young, Global Star,

Latour Capital.

Pedro Tavares MartinsCFO

Page 8: Ask Presentation December 2013

Director of ASK Brazil, with experience in developing and leading strategies for growth and profit.

Board member of the American Chamber of Commerce, Minas Gerais. Board member of the WTC São Paulo.

Prior to joining ASK Brazil worked as CEO and board member of Kroton Educational S/A. Walter also worked at TELEMIG and

at the construction company Andrade Gutierrez. Graduate in Mathematics from the Newton Paiva institute , Minas Gerais.

Took specialisation courses in: (i) Quality management from Penn State University; (ii) Growth management from Saint Louis

University / Dom Cabral Foundation.

Walter Braga

ASK Brasil

COO AND BOARD MEMBER

Degree in Electrical Engineering from the Polytechnic School / São Paulo University (specialisation in digital systems). In 2004

Mr. Brand was approved as an independent financial advisor by the Securities Commission (CVM). For the past four years has

been senior partner of SI Advisors. Prior to this, he worked for five years as senior Private Banker at Bank Hapoalim, and

specialised in asset allocation, portfolio management and research into new products. Before joining Bank Hapoalim, Lauro

Brand worked as an independent technology, finance and information consultant. Closely linked to the Beit Chabad Central

(Rav Alpern), Beit Yaakov Jewish School (Safra family), Bnei Akiva and other Jewish/religious organisations located in São Paulo

and Israel, he is the only Brazilian council member of Honest Reporting (Israel) and the Brazilian arm of JLI (Jewish Learning

Institute – Rav Avraham Steinmetz).

Lauro Brand

Page 9: Ask Presentation December 2013

Francisco Fino was Director of Orey Financial until June 2006. Currently a member of the Board of Directors of

Jayme da Costa SA, Marpe SA and Work Media SA. He has extensive experience in asset management and private

banking, having worked as Director for the Carnegie Portugal - Wealth Management Company, Executive

Chairman of Tottagest and Director of Private Banking at Manufacturers Hanover in Portugal. He was also

Executive Chairman of SOCI, Society of Independent Communication SA He has an MIA and MBA from Columbia

University and a degree in Political Science at the Graduate Institute of International Studies, University of

Geneva.

Francisco Fino

ASK Brasil

BOARD MEMBER

Page 10: Ask Presentation December 2013

ASK Brasil - ASK Structured Finance

Page 11: Ask Presentation December 2013

ASK Brazil - ASK Structured Finance

FIPsFIDCs, CRIs,

CRAsFIIs

FIPs

FIPS for companies related to

healthcare, agribusiness and

education.

FIIs

Funds targeting various types of

real estate assets.

FIDCs, CRIs, CRAs

Securitisation for small and medium

sized businesses.

Page 12: Ask Presentation December 2013

Track Record in Credit Fund - FIDCs

Page 13: Ask Presentation December 2013

ASK Structured Finance

Page 14: Ask Presentation December 2013

2009

Transaction implementation

Financial AdviceJoint Ventures

Tombstones - ASK Structured Finance

2007

Transaction implementation

Financial AdviceStrategic Alliance

2008

Transaction implementation

BlackwoodFlorestas da Bahia

Miami Hedge Fund Palmerio

Family 

Financial AdviceJoint Ventures

2007

Transaction implementation

Financial AdviceCapital divestiture

Novarum Fund

2007

Transaction implementation

Financial AdviceSale of Interest

Page 15: Ask Presentation December 2013

Tombstones - ASK Structured Finance

2011Credit Rights Investment Fund

POLICARD II

R$ 60,000,000.00Standard & Poor's Senior Quota "brAAAf" Credit Rating

Standard & Poor's Mezzanine Quota "brBBBf" Credit Rating1st. Series

Structuring and Management

Transferor

Auditors

Administrator

Lawyers

Custodian

2008Commercial Credit Rights Investment Fund -Agro MS

R$ 50,000,000.00Standard & Poor's “brAAf” Credit Rating

1st. series

Structuring

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A imagem não pode ser exibida. Talvez o computador não tenha memória suficiente para abrir a imagem ou talvez ela esteja corrompida. Reinicie o computador e abra o arquivo novamente. Se ainda assim aparecer o x vermelho, poderá ser necessário excluir a imagem e inseri-la novamente.

Transferors

AuditorsLawyers

2009

Commercial Credit Rights Investment Fund - Nutriplant

R$ 20,000,000.00Standard & Poor's “brAAf” Credit Rating

1st. Series

Structuring

Administrator DistributorsCustodian

AuditorsLawyers

Transferor

Administrator DistributorsCustodian

Page 16: Ask Presentation December 2013

Undergoing structuring - ASK Structured Finance

2012Credit Rights Investment Fund

GIROFLEX

R$ 40,000,000.00 Fitch Senior Quota Credit Rating

1st Series of Senior Shares

Structuring and Management

Transferor

Distributors

Auditors

Administrator

Lawyers

Rating

2012I ASK YSER FIP IN THE FORESTRY SECTOR

R$ 200,000,000.00

Structuring and Management

Administrator Service Provider

AuditorsLawyers

2012ASK YSER II FII IN THE FORESTRY SECTOR

FII TO BE LISTED ON THE STOCK EXCHANGE

R$ 100,000,000.00

Structuring and Management

Administrator Service Provider

AuditorsLawyers

Page 17: Ask Presentation December 2013

Has worked in capital markets for over 12 years and has extensive experience in trading on major world stock and futures exchanges, where he achieved a market share of 2% of the Brazilian coffee futures market while operating independently.ResearchProduced and distributed daily, free of charge, his own research focused on agribusiness, coffee, livestock, soya beans, corn, sugar and alcohol with ideas for trading, arbitrage and cash and carry. It was the first research carried out in Brazil by an independent agent.Private EquityCarried out a private equity transaction with Gávea Investimentos at the Policard company, advised Palmerio family of Uberaba, Minas Gerais, in the sale of Bioexton - Biotechnology capital stock to the Novarum venture capital fund. Brought about a joint venture between Vale do Rio Grande Reflorestamento and a Canadian investment fund to create Blackwood Florestas da Bahia Ltda. Brought about a joint venture between PERPLAN, a construction company from Ribeirão Preto, and SACI GROUP from Orlândia to create the DESTILARIA AROEIRA LTDA distillery . Structuring for financing and sale of agricultural property amounting to 8,000 hectares located in Tupaciguara, Minas Gerais, owned by the Tomain family, to the Saci Group from Orlândia, São Paulo.Structured FinanceStructured the MERCANTIS AGRO MS, multi-seller, multi-series FDIC where he succeeded in organising, within the fund, 6 companies linked to Brazilian livestock infrastructure, resulting in one of the largest credit pulverization ever seen in Brazil. 36,000 customers of trade notes carried out.Has worked for the American investment bank Bulltick Capital Markets - Head of Commodities Trading - and at investment company Latour Capital - Structured Finance.

Valério Marega Júnior

ASK Brasil - ASK Structured Finance

Owner Directors ASK Structured Finance

Page 18: Ask Presentation December 2013

ASK Brasil - ASK Structured Finance

Has a degree in Engineering from the Pontifical Catholic University of Rio de Janeiro, Master in Economics from the Getulio Vargas Foundation Graduate School of Economics and with specialisation in management from the Barcelona graduate business school (IESE). Combines the experience of having worked for financial institutions in the corporate finance area with the experience of management in the telecommunications sector.Fund RaisingIn the last three years, has been active in raising funds for projects in various areas and using different financial tools, such as FIDC, CCB, FII and CRI. Participated in transactions which together raised approximately R$ 100 million for clients.ExecutiveServed for 9 years as an executive of a multinational company in the telecommunication industry, where he established the financial controls needed to satisfy the requirements for a NYSE-listed company.ConsultingWorked for a year as a manager at Ernst & Young Consulting and was responsible for coordinating the team involved in modelling and determining the minimum selling price for the privatisation of the Rede Ferroviária Federal S.A. railway network and Vale do Rio Doce S.A. company.Corporate FinanceBegan his career in investment banking. Among other transactions, advised clients on the privatisation auctions of Triunfo’s petrochemical complex and the issuing of Mesbla’s debenture, the first securitisation in Brazil.Companies where he worked before joining ASK Renda Certa: BFC Bank, Ernst & Young - Consulting, Globalstar Brazil, Latour Capital and Aria Capital.

Pedro Tavares Martins

Owner Directors ASK Structured Finance

Page 19: Ask Presentation December 2013

ASK Brasil - ASK Structured Finance

- Graduated in Business Management from Armando Alvares Penteado Foundation.- Joined ASK Brazil in 2012 and is today an analyst in the area of structuring and asset management.

Mario Duarte Garcia

ASK Structured Finance

Page 20: Ask Presentation December 2013

ASK Brasil- ASK Corporate Finance

Page 21: Ask Presentation December 2013

ASK Brasil - ASK Corporate Finance

Mission Statement

To be a leader in financial advice services to the middle market segment

To provide competent financial advice on

structured transactions, based on the knowledge of our European partners and

local owner executives.

To support the development of promising projects in

Brazil and enable the entry of new businesses into the

country, seeking to raise funds, investment and/or

internationalisation

Help companies to obtain the equity or debt needed to achieve their strategic goals,

adding value through consulting and financial

advice services and contacts with funds, banks and

strategic investors.

To advise companies on mergers and acquisitions,

from the selection of sales, organisational structure and

governance model to the selection of the best partner whether source of capital or

strategic

Page 22: Ask Presentation December 2013

The Company

• Fund raising via structured debt, FIDCs or bonds;

• Restructuring and refinancing of debt

Debt

Strategic and marketing analysis for companies

Market research, analysis of company positioning

Assistance in decision making about options for raising funds, acquisitions, strategic alliances and divestitures

Strategic positioning

• Advice on funding and investment opportunities;

• Structuring of income and valuation statements;

Financial advisory

• Raising funds jointly with Private Equity funds, Venture Capital and strategic investors;

• Possibility of ASK Portugal investment

Raising of Funds - Equity

• Search for opportunities for business expansion in Brazil;

• Total or partial sale and purchase of operations and businesses, including cross-border

• Structuring of joint ventures and strategic alliances

Mergers and acquisitions

M & ADebt

Strategy

Equity

Financial Advisory

Portfolio of Services:

Page 23: Ask Presentation December 2013

Tombstones - ASK Corporate Finance

2006

2009

Transaction implementation

Debt Restructuring

2006

2009

Transaction implementation

Joint Ventures

2006

2010

Transaction implementation

Advisor to Coquelux on the capital increase transaction

together with Lazarex

2006

2010

Transaction implementation

Market Research

2006

2009/2010

Transaction implementation

Debt RestructuringR$ 7,000,000.00

2006

2009/2010

Transaction implementation

Company Valuation

Page 24: Ask Presentation December 2013

Tombstones - ASK Corporate Finance

2006

2011

Transaction implementation

Raising Capital

2006

2010

Transaction implementation

Debt restructuring via CCI

2006

2010

Transaction implementation

Advice on capital increase transaction carried out by

Leya SA

2006

2010

Transaction implementation

Advice on buying an event promotions company in the

aviation industry

2006

2011

Transaction implementation

Advice on the purchase of the assets of Contax

HBC

Page 25: Ask Presentation December 2013

Tombstones - ASK Corporate Finance

2006

2011

Transaction implementation

Business Plan

2006

2012

Transaction implementation

Debt restructuring and raising of capital

2006

2010

Transaction implementation

Debt restructuring

2006

2011

Transaction implementation

Advisory

2006

2011

Transaction implementation

Valuation

CRV

Bonheur du Pain

Page 26: Ask Presentation December 2013

Angela has a degree in business management from the Getulio Vargas Foundation, and has a specialisation in banking history at the University of Gallen, Switzerland.

Before joining ASK, Angela worked on credit risk analysis projects with Citigroup and on many high value deals at IGC Partners, the country's largest consulting firm specialised in mergers and acquisitions.

ASK Brasil - ASK Corporate Finance

Angela Feltrin

ASK Corporate Finance Owner Managers

Pedro Veloso

· Has a degree in Economics from the New University of Lisbon and Master in Management with specialisation in Finance, from the Portuguese Catholic University. · Joined ASK Portugal in 2009 and ASK Brazil in 2011.· Previously, carried out a number of professional training programmes, in particular at the Corporate Finance division of Millennium Investment Banking, at the BPN Credit Unit and at the Citigroup Utilities team - European Investment Banking Division in London.· In the context of university studies, he spent terms on exchange at WU - Vienna and HEC - Paris and at a Summer School in Warsaw.

Page 27: Ask Presentation December 2013

ASK Brasil - ASK Corporate Finance

Pedro Fino

Ramon Darzi

· Degree in Civil Engineering from Instituto Superior Técnico, Technical University of Lisbon.· Joined ASK Brazil in 2010.· Previously, carried out a professional traineeship at Banif Investment Bank in Brazil, in São Paulo, specifically in the Asset Management division.· In the context of university studies, he spent a term on exchange at the Pontifical Catholic University - Rio de Janeiro

Graduated in Business Management from Insper - Institute of Education and Research - having spent a term on an exchange program at the University of Illinois at Urbana Champaign. Joined ASK Brazil in 2013.

Page 28: Ask Presentation December 2013

R. Oscar Freire, 379 – Cjto 82 CEP: 01426-000(+55-11) 2770-0500São Paulo – SPBrazil

[email protected]

www.askbrasil.com

Av. Álvares Cabral, 61 – 3o1250-017(+351) 21 393-2429LisbonPortugal

[email protected]

www.askb.pt

Av. Revolução de Outubro, 171 – 1o3762(+222) 371-011LuandaAngola

www.askangola.com