the norwegian capital markets - marinemoney.com · kick-off meeting broad launch settlement 1: ......

Private & confidential

Rolf Darboven ZapffeDirect: +47 22 87 58 31Mobile: +47 95 47 40 00

Email: [email protected]

The Norwegian Capital Markets

It’s not just for NorwegiansMarine Money Hamburg 2018


2

Backdrop – the need for new debt & equity capital sourcesThe global shipping fleet is growing…

Source: IHS, Clarksons Shipping Intelligence Network, Dealogic, Pareto

-

200

400

600

800

1,000

1,200

20

06

20

07

20

08

20

09

20

10

20

11

20

12

20

13

20

14

20

15

20

16

Q3

' 20

17

-

20

40

60

80

100

62% decline in two years

Market value of global fleet (USD bn) Syndicated marine finance loans (# of loans)

whilst available bank financing is shrinking


3

Backdrop – Norwegian capital markets – back to former heights…Both OSE capital raises and HY capital raises approached historical highs in 2017

Source: OSE, Stamdata, Pareto Securities

0

10

20

30

40

50

60

70

-

2

4

6

8

10

12

14

OSE issuance volume (NOK bn)

85% increase y-o-y

130% increase y-o-y

Norway

Other

2017 shipping

27%

Nordic HY issuance (USD bn)

1: EQUITY 2: DEBT


4

1: Equity – Overview over Norwegian equity capital markets

N-OTC often serves as stepping stone to full listing down the line

Simple formal registry of shares, just information system - not an exchange or regulated market

Oslo Merkur: relative newcomer, part of Oslo Stock Exchange, designed to ease transition to full listing

Source: OSE, Pareto Securities

Oslo Stock Exchange full listing

Oslo Axess

Oslo Merkur

N-OTC (Over the counter)

Investor reach

Wide

Medium

Medium

Cost

High

Low

Low

Medium

Entry & ongoing obligations

High

Very low

Low

Medium

Slow: 3-4 months

V. fast: 5-7 weeks

Timing

Fast

Regulated markets


5

1: Equity – The OTC Equity Private PlacementEnables raising significant equity capital from a large global investor base

Source: Norwegian Securities Dealers Association

OTC Private Placements enable equity raising from a large global investor base without the stock exchange listing process

Quick, efficient and low cost process

No need for companies to have operations or be incorporated in Norway

The OTC Private Placement is often called a “Pre-IPO” as many investors require a stock exchange listing within 12-24 months after the private placement

OTC Private Placement Initial Public Offering Listed company

Equity issue in the OTC market 12-24 months after OTC issue Easy access to capital markets

Most investors require a listing within 12-24 months after the private placement

All reputable exchanges can be considered, typically no requirement to list on Oslo Stock Exchange

Companies having raised pre-IPO equity and registered in Norwegian OTC system have later listed on NYSE and other international exchanges

A listed company with research coverage and a known name in the market has easier access to both equity and bond financing

Continuous pricing of the share enables easier use of shares as consideration in M&A transactions


6

Books close

Indicative valuation, Agreement on price range

Preparation of company presentation

Preparation of deal documents

Limited legal DD

Handling of processes with Pareto and N-OTC if required

Agree on mandate and legal counsel

1-2 weeks of bookbuilding,

pricing Transaction completed

1-2 weeks of pre-sounding

Kick-off meeting Broad launch

Settlement

1: Equity – Indicative equity private placement timelineProcess varies with complexity of transaction and available information

Source: Pareto Securities

Management attention and presence required

Limited management attention required

Week 1 Week 2-4 Week 5-6 Week 7

Potential listing


7

1: Equity – OTC case study – GoodBulk Ltd.USD 100m Equity Private Placement

Strong sponsor with vast shipping experience

Established in 2016 to opportunistically acquire drybulkvessels. Initial fleet: 7x Capesize, 1x Ultramax and 1x Supramaxvessel

Vessels are managed by C Transport Maritime (CTM) to enjoy immediate benefit of scale. CTM manages 160 vessels and various pools

Futher acquisitions planned going forward. Target 5-15 year old tonnage ranging from Handysize to Capesize vessels

Focus on high quality vessels from reputable shipyards

Transaction details

Offer size: USD 100m

Price: USD 11.0 per share

Use of proceeds:Acquisition of 5x Capesize vessels and 1x Ultramax vessel from Carras Ltd., a company controlled by Brentwood Shipping & Trading

Additional financing:

Up to USD 60m in a senior secured term loan facility provided by ABN Amro

Listings:Shares will be registered on the Norwegian OTC list following the transaction

Pareto role: Sole manager and Bookrunner

Key selling points Demand by geography*

Brentwood Shipping and Trading, the sponsor, is ultimately controlled by the Radziwill family; 100 year’s of dry bylk exp.

The vessel manager CTM commercially manages ~100 vessels under CTM and 65 jointly under Capesize Chartering Ltd

Complete in-house technical management across multiple asset classes

Today CTM is a prominent drybulk pool manager with the Supramax RSA, Panamax RSA and Capesize Chartering Ltd

RSA pools have consistently outperformed the Baltic Supramax, Panamax and Capesize indices

41%

32%

10%

13%2%

US

UK

Europe

*Excl. allocation from Lantern Asset Management and Brentwood affiliates


8

2: Debt – Nordic high yield bond market updateThe strong streak from 2017 upset in early 2018 by increased volatility in market

Source: Bloomberg, Pareto Securities

273bps

150

200

250

300

350

Jan-17 Mar-17 May-17 Jul-17 Sep-17 Nov-17 Jan-18

bps

iTraxx crossover development LTM Feb-18 (Credit default swap index)

Generally at historically low levels…

…even with a recent hike due to increased market volatility


9

2: Debt – Nordic high yield bond market updateThe strong streak from 2017 upset in early 2018 by increased volatility in market

Source: Stamdata, Pareto Securities

3 9 8 6 10 13 4 3 8 12 13 7 5 10

7

9

19

11

1819

65

12

15

17

98

16

-

2

4

6

8

10

12

14

16

18

20

-

2

4

6

8

10

12

14

Jan

-17

Feb

-17

Mar

-17

Ap

r-1

7

May

-17

Jun

-17

Jul-

17

Au

g-1

7

Sep

-17

Oct

-17

No

v-1

7

Dec

-17

Jan

-18

Feb

-18

# issuesNOKm

Issuance volumes 20172

Seasonal drop in volumes towards year-end…

…with strong start to the year


10

2: Debt – The Nordic bond market – an attractive source of financingA well-established market with global issuers, investors and currencies


Use of proceeds ranging from “general corporate purposes” to project financing, private placement

Structures include both senior unsecured bonds and secured bonds (1st and 2nd lien)

Covenant light structures

Multiple tenors available

No public rating requirement

No extensive offering memorandum required

No formal due diligence requirement – limited disclosure requirements

~2 - 8 weeks from mandate awarded to settlement pending complexity of transaction

Flexible bond structures

Global investor universe

Truly global investor universe

Investor subscriptions normally ranging from USD 1m to USD +75m

Investor demand will depend on issuer jurisdiction, type and size of deal, yield on offer, etc.

Active secondary trading market in most issues of certain size

Efficient process and documentation

Speedy issuance process

Well tested and proven trustee function through the Nordic Trustee

Standardised Nordic law based bond agreement based on the LMA standard

Legal cost at moderate levels

Broad investor acceptance for the Nordic bond documentation model


11

Books close

Preparation of marketing materials

Drafting of term sheet

Drafting of credit analysis

Limited legal DD

Handling of processes with Pareto and Trustee

Agree on mandate and legal counsel

2-3 days of bookbuilding

Transaction completed

3-5 days of pre-sounding

Kick-off meeting Broad launch

Settlement

2: Debt – Indicative bond issue timelineProcess varies with complexity of transaction and available information


Management attention and presence required

Limited management attention required

Week 1 Week 2-4 Week 5-6 Week 7

Potential listing (esp. unsecured bonds)


12

2: Debt – Process and parties – general overview


Bondholders

Paying agentAgent agreementSimple documents

Low costs

Payments BondsInformation /

Bondholders’ meetingsPayments

(Interest, Instalments, Principal)

Payments(Interest, Instalments, Principal)

Creditor position /Collateral / monitoring

Payments

Documents / control

Information

Issuer

Before issue After issue

Loan agreement / Monitoring

http://www.google.com/url?sa=i&rct=j&q=&esrc=s&frm=1&source=images&cd=&cad=rja&uact=8&docid=naaruF12vu3UhM&tbnid=DHWwFnIfZFirJM:&ved=0CAUQjRw&url=http://www.nordictrustee.dk/&ei=Wg9eU4nYC6P9ywP63YLwAw&bvm=bv.65397613,d.bGQ&psig=AFQjCNHaZaJ1f9c9jnzWJkV4WZystorN4A&ust=1398759628551543


13

45%

43%

12%

Pareto DNB Berenberg

2: Debt – Case study – Borealis Finance LLCUSD 150 million Senior Secured Bond Issue 2017/2022

Ship manager with 72 vessels, sponsored by KKR: Container, dry bulk and LPG vessels and chemical & product tankers

Net proceeds to be used to repay the Company’s outstanding USD 115.5m secured bank facility. The bond security package comprises of 17 container vessels and 4 dry bulk vessels

52 investors participated in the bond issue (in Pareto’s books)

The largest subscription in the book was USD 20 million and average subscription size was USD 4.1 million

The book was 1.75x covered and priced in the lower range of the initial price range (7.50-8.00% yield)

Majority of demand from the Nordics and the UK

CommentTransaction summary

Total investor demand by managerInvestor demand by geography

Amount: USD 150 million

Coupon: 7.50% p.a.

Issue price: 99.48%

Settlement: 16 November 2017

Tenor: 5 years

Maintenance covenants: Vessel LTV Ratio of maximum 75%

Min Liquidity equal to 5% of total debtof the Issuer

Status: Senior secured bond issue

Trustee: Nordic Trustee

Listing: Oslo Stock Exchange

Pareto Securities’ role: Joint Bookrunner

36%

34%

11%

14%

5%

Nordics UK US Asia Other Europe


14

Nordic capital markets – Truly not just for NorwegiansThe «Norwegian» part is primarily the loan documentation

Types of investors:

Credit funds

Pensions funds

Mutual funds

Hedge funds

Retail / HNWI

Proprietary trading desks

Location of investors:

Scandinavian

UK

US

Continental Europe

Asia

Source: Stamdata, First, Pareto

Investors Selection of issuers

http://www.akerdrill.com/index.cfm

http://www.kistefos.no/index.php


15

What to do with this information? Some fundamentals which need to be in place when accessing the capital markets


1 Clear equity / credit story – Market backdrop and strategy in place

2 Strong management and board of directors – There is more to it than steel

3 Strong shareholder sponsorship – Investors have a herd mentality

4 Alignment of interests and corporate governance – Investors want asset risk, not structure risk

5 Size / scale – Especially important for public equity markets

6 Preparation – Ready to go public, but ready to be public?

7 The X factor – What makes you different?


16

Typical challenges in the Germany market

Debt exceeding asset value


CHALLENGE SOLUTION

Diversified vessel ownership

Consolidation of ownership. Negotiations with individual vessel owning SPVs and banks to bring together ownership into holding structures

Seen done in several recent capital market transactions, from MPC to Borealis

Restructure balance sheet, take out bank financing with prudent bond financing (LTV 50-65%)

Bridge the gap to existing debt levels by equity injection from owners, write-offs and/or debt-for-equity swap from the lenders

Fragmented market Consolidation of ship owners and especially managers well underway

Very private owners A non-recourse fleet / asset backed bond or equity private placement is

a softer transition to the capital markets than a parent company IPO, which is unthinkable for a lot of owners


17

Summary

• Global fleet keeps expanding, funding needed

• Traditional bank financing becoming less available

• Strong activity in Nordic debt and equity markets

• Some preparation from the issuing company is needed

• Not just for Norwegians!


18

Equity sales & trading

Equity issuance, listed and non-listed

Block sales, buybacks and strategic acquisitions

Equity Capital Markets

~70 professionals in the Nordics, UK, US and

Singapore

Debt sales & trading

Bond, convertible and hybrid capital issuance

High yield and investment grade

FX trading & advisory

Debt Capital Markets

~60 professionals in the Nordics, UK, US, Germany, Switzerland and Singapore

Sale & purchase of offshore rigs

Newbuilds and second-hand

Rig charter

Asset & Contract Brokerage

~5 professionals in Norway

Mergers, acquisitions and divestments

Initial Public Offerings

Equity and debt capital raising

Debt and restructuring advisory

Financial and strategy advisory

Corporate Finance & Advisory Services

~80 professionals across 11 countries world wide

Equity and credit research

Investment strategy

Macro and industry research

Corporate access

Research

~40 professionals in Norway, Sweden and UK

Project finance and asset syndication

Shipping/offshore

Real Estate

Sales & secondhandtrading in projects

Business mgmt.

Maritime services

Project Finance

~80 professionals in the Nordics

Appendix: Complete investment bank service offering

Pareto Securities is an independent full service investment bank with ~410 employees located in 15 offices across 11 countries

In addition, ~75 employees provide global support and back-office services


19

58.1%

Appendix: World-wide investor reach and placing power

Source: Deallogic, Pareto Securities

~60% of ECM funds raised outside the NordicsPareto ECM funds raised, 2014-H1’17 Pareto HY bond funds raised, 2014-H1’17

Pareto total deal value:

USD ~12.7bnin 122 HY

transactions

Sales force of ~100 professionals offering premium access to securities both in the primary and secondary markets

Pareto’s global investor base also includes investors who are specialized within the energy and maritime sectors, not served by other generalist investment banks

More than 40% of HY funds raised outside the Nordics

Pareto total deal value:

USD ~13.5bnin 186 ECM

transactions Nordics42%

RoW58%

Norway23%

Other Nordics19%

Americas15%

UK27%

Other16%

Nordics59%Norway

25%

Americas12%

UK17%

Other12%RoW

41% Other Nordics34%


20

Large transaction manager

Appendix: A pioneer DCM player in both high yield and investment grade

Source: Stamdata, Bloomberg, Oslo Stock Exchange, NASDAQ OMX, Norges Bank

Largest Nordic HY bond issues, 2010-2017 (USDm)

#1 Corporate bond manager

Nordic HY issues market share, 2010-2017

Complete toolbox including IG bonds

Raising bonds for Nordic and international issuers Increasing focus on long tenor investment grade issues

Largest Pareto new IG bonds, 2010-2017 (NOKm)

December 2016

Joint Lead Manager

4.75 year floating senior unsecured bond

NOK 2,000m

Sole Lead Manager

5 year senior secured bond

USD 410m

May 2017


June 2017

Left Lead Manager

USD 300m


August 2017

Sole Lead Manager

EUR 350m

January 2017

Sole Lead Manager

Private placement of notes

USD 500m

USPPSole

Sole

Sole

Sole

9%

3%

5%

5%

6%

7%

10%

12%

13%

31%

Other

Carnegie

Arctic

Danske

SEB

ABG

Swedbank

Nordea

DNB

Pareto

344

350

350

366

400

400

400

420

460

500

500

500

500

575

735

NG

Northland

Seadrill

Ovako

Golden Close

Bluewater

DNO

Lebara

Golden Close

OSX-3 Leasing

Genel Energy

Ocean Rig

Glencore

Sea Trucks

Oro Negro Sole

Sole NG

Pareto Securities deal

US

NO

UK

BR

BM

BM

NL

NO

MX

NO

Sole CH

CHSole

SE

September 2017

Joint Lead Manager

EUR 310m


Sole Lead Manager

15 year senior secured USPP bond

USD 320m

November 2017

Jones Act Company

December 2017

Joint Lead Manager

22 year senior secured USPP bond

AUD 400m

3,491

3,269

2,656

2,542

2,000

1,850

1,600

1,400

1,2381,200

1,140

950

750

700

687

653

Transocean

Eysturoy and Sandoy

Services Co.

Plenary Group

Oslo Kommune

Knutsen LNG and NYK

CFI Stavanger

Tryg

Goldman Sachs

Gjensidige

TRD Campus

OBOS Nye Hjem

Landshypotek Bank

Westfal-Larsen

Delarka

KAS

USPP

USPP

USPP

USPP

USPP


21

Appendix: Pareto has raised over USD 4.5bn in shipping debt capital 2012-2017Pareto shipping bond transactions 2012-2017

# Company Date Sector Size (USDm) PAS sole manager Security1 WMMR Three & Four Nov-17 Chemical 86 ✓ Secured2 Containerships OY Nov-17 Container 64 Secured3 Borealis Finance Nov-17 Container 150 Secured4 International Transportation Jun-17 Dry Bulk 42 ✓ Secured5 International Seaways Jun-17 Various 500 Unsecured6 Maritime Company Apr-17 Various 62 ✓ Unsecured7 GasLog Mar-17 LPG/LNG 250 Unsecured8 American Tanker Inc. Feb-17 Product 220 Unsecured9 Golar LNG Partners Ltd. Feb-17 LPG/LNG 250 Unsecured

10 Navigator Holdings Ltd. Jan-17 LPG/LNG 100 Secured11 Klaveness Ship Holding AS Nov-16 Dry Bulk 35 Unsecured12 Knutsen NYK Nov-16 LPG/LNG 220 Secured13 Ocean Yield Sep-16 Various 60 Secured14 Westfal Larsen May-16 Various 85 ✓ Unsecured15 Containerships OY Oct-15 Container 7 ✓ Unsecured16 Höegh LNG May-15 LPG/LNG 130 Unsecured17 Golar LNG May-15 LPG/LNG 150 Unsecured18 Exmar May-15 LPG/LNG 38 Unsecured19 Ocean Yield Apr-15 Various 130 Secured20 Stolt-Nielsen Mar-15 Chemical 140 Secured21 Containerships OY Mar-15 Container 50 ✓ Unsecured22 Oldendorff Carriers Dec-14 Dry Bulk 60 Unsecured23 Exmar Jun-14 LPG/LNG 114 Secured24 Ocean Yield Jun-14 Various 67 ✓ Unsecured25 Global Ship Lease Inc Mar-14 Container 420 Unsecured26 Klaveness Ship Holding Mar-14 Dry Bulk 67 Unsecured27 Ocean Yield Mar-14 Various 100 Unsecured28 Kistefos Dec-13 Various 108 Unsecured29 Color Group Dec-13 Cruise 117 Unsecured30 Klaveness Ship Holding May-13 Dry Bulk 50 Unsecured31 Western Bulk AS Apr-13 Dry Bulk 50 ✓ Unsecured32 Fjord Line Feb-13 Cruise 50 Unsecured33 Navigator Holdings Dec-12 LPG/LNG 125 Unsecured34 Teekay Corporation Oct-12 Various 117 Unsecured35 Ofer Holdings Group Sep-12 Various 150 Unsecured36 Ocean Yield Jul-12 Various 100 Unsecured37 Kistefos Jul-12 Various 83 Secured38 Teekay LNG Partners May-12 LPG/LNG 117 ✓

39 Sin Oceanic Shipping Feb-12 Container 100 ✓

Pareto shipping DCM deals by sector 2012-2017

Comments

Pareto has advised on 39 DCM shipping transactions in the period 2012-2017, covering a wide range of shipping sectors

Pareto Securities can arrange both unsecured and secured bond issues for shipping issuers

Unsecured bond debt to diversify debt structure for issuers with existing cash flow

Secured bond debt for acquisition of second hand vessels, financing of newbuilds or refinancing of existing debt structure

1210

6 6

21

2

Various LPG/LNG Dry Bulk Container Cruise Product Chemical

39transactions

# of transactions


22

131

170

193

210

232

232

254

275

275

283

366

380

Höegh LNG

Ocean Yield

Tanker Invest.

Gener8

Morpol

W. Wilhelmsen

Nobina

Avance Gas

Crude Carriers

SB1 Østlandet

Sevan Drilling

GasLog

Aker Drilling

Tinkoff

Gjensidige

NYSE

NYSE

NYSE

Appendix: A leading manager in the global Equity Capital Markets

Source: Bloomberg, Oslo Stock Exchange, NASDAQ OMX, Pareto Securities

Global IPO advisorPareto top 15 IPOs, 2010-H1’17 (USDm)

Deep-rooted Nordic equity capital markets presence Managing global deals in the energy and maritime sectors

NASDAQ

OSE

OSE

OSE

OSE

OSE

OSE

OSE

OSE

July 2016

Joint Bookrunner

Fully underwritten rights issue

USD 100m

Most experienced in Norwegian ECM# of OSE private placements, 2010-H1’17

Shipping ECM, deal value 2013-H1’17 (USDm)

LSE

Seafood ECM, deal value, 2010-H1’17 (USDm)

World leader in energy and maritime

March/June 2016

Joint Lead Manager

2x Underwritten public offerings

USD 63/70m

June 2016

Sole Lead Manager

Private placement of shares

NOK 2,200m

Offshore Drilling ECM, deal value, 2009-H1’17 (USDm)

OSE

November 2017

Joint Lead Manager

Private Placement of shares

USD 250m

463

478

510

589

1,172

DNB

Nordea

Morgan Stanley

ABG

Pareto

June 2017

Joint Lead Bookrunner

Private placement of shares

NOK 635m

14

14

15

29

32

45

49

55

57

67

Nordea

Clarksons Platou

SB1 Markets

SEB

Swedbank

Arctic

Carnegie

ABG

DNB

Pareto

OSE

698

1,250

1,974

June 2017

Joint Bookrunner

IPO of SpareBank 1 Østlandet on Oslo Børs

NOK 2,400m

3,427

3,645

3,683

4,120

4,501

DNB

Goldman Sachs

Fearnley

Clarkson Platou

Pareto

6,100

7,290

7,520

8,600

8,750

Citi

Clarksons Platou

Morgan Stanley

DNB

Pareto

April 2017

Sole Lead Manager

IPO on Nasdaq First North Premier

SEK 473m

February 2017

Joint Lead Bookrunner

Secondary offering of shares

USD 208m


23

Appendix: The leading Project Finance advisor in the Nordics

Offering the best mix of capital markets and sector competence

Services provided:

Sector focus:

Real estate & InfrastructureShipping & Offshore

Market leader in Project Finance

Shipping & Offshore market share 2014-H1’17

Real estate syndications market share 2014-2017

Selected shipping and offshore transactions Selected real estate transactions


December 2016

Sole Financial Advisor

USD 204m

4x VLCC5 yr bareboat

Sale Leaseback

4%

9%

11%

76%

NRP

Fearnley

Clarkson Platou

Pareto

November 2016


SEK 1,200m

Linnéuniversitet

Combined transaction value of USD 3.5bn transaction value in

2016-H1’17

Project Finance

Manager for assets of USD ~5.0bn within real

estate and shipping

Business management

USD ~750m in total equity raised by PPF

brokers in 2016-H1’17

Equity sales

ISO 9001 certified Marine Manager -

technical and commercial, in 19 projects with 32

vessels

Maritime Services

Sale of Solør

Bioenergy Infrastructure

April 2017


NOK ~866m

July 2017


NOK 498m

LogNOR

February 2017

1x PLSV11 yr bareboat


USD 52m + future upgrades

Ceona Amazon

November 2017


NOK 1,100m

ForskningsveienHolding AS

34%

29%

11%

10%

17%

Pareto

Arctic

NRP

Clarksons Platou

Others

August 2017


Sale-and-leseback of one pure car/truck carrier,

18-y bareboat

USD 58m

December 2017


Sale-and-leaseback of 2x Suezmax tankers

USD 67m


24

Appendix: Disclaimer

www.paretosec.com | Bloomberg: PASE (go) | Reuters: PARETO

Oslo (Norway)Pareto Securities ASDronning Mauds gate 3PO Box 1411 VikaN-0115 Oslo NORWAY

Stavanger (Norway)Pareto Securities ASHaakon VIIs gate 8PO Box 163N-4001 StavangerNORWAY

Malmö (Sweden)Pareto Securities ABStortorget 13S-211 22 MalmöSWEDEN

Stockholm (Sweden)Pareto Securities ABBerzelii Park 9PO Box 7415S-103 91 StockholmSWEDEN

Helsinki (Finland)Pareto Securities OyAleksanterinkatu 44 6th floorFI-00100 HelsinkiFINLAND

Copenhagen (Denmark)Pareto Securities ASSankt Annæ Plads 131250 Copenhagen KDENMARK

London (UK)Pareto Securities Ltd11 Berkeley Street3rd floorLondon W1J 8DSUNITED KINGDOM

Paris (France)Pareto Securities ASParis Branch11 BD Jean Mermoz92200 Neuilly Sur Seine FRANCE

Disclaimer

These materials have been prepared by Pareto Securities AS and/or its affiliates (together “Pareto”) exclusively for the benefit and internal use of the client named on the cover in order to indicate,on a preliminary basis, the feasibility of one or more potential transactions. The materials may not be used for any other purpose and may not be copied or disclosed, in whole or in part, to anythird party without the prior written consent of Pareto.

The materials contain information which has been sourced from third parties, without independent verification. The information reflects prevailing conditions and Pareto’s views as of the date ofhereof, and may be subject to corrections and change at any time without notice. Pareto does not intend to, and the delivery of these materials shall not create any implication that Pareto assumesany obligation to, update or correct the materials.

Pareto, its directors and employees or clients may have or have had positions in securities or other financial instruments referred to herein, and may at any time make purchases/sales of suchsecurities or other financial instruments without notice. Pareto may have or have had or assume relationship(s) with or engagement(s) for or related to the relevant companies or matters referredto herein.

The materials are not intended to be and should not replace or be construed as legal, tax, accounting or investment advice or a recommendation. No investment, divestment or other financialdecisions or actions should be based solely on the material, and no representations or warranties are made as to the accuracy, correctness, reliability or completeness of the material or itscontents. Neither Pareto, nor any of its affiliates, directors and employees accept any liability relating to or resulting from the reliance upon or the use of all or parts of the materials.

Perth (Australia)Pareto Securities Pty LtdLevel 11216 St Georges TcePerth, Western AustraliaAUSTRALIA, 6000

SingaporePareto Securities Pte Ltd16 Collyer Quay #27-02Income at RafflesSingapore 049318SINGAPORE

New York (US)Pareto Securities Inc150 East 52nd Street29th floorNew York NY 10022USA

Houston (US)Pareto Securities Inc8 Greenway PlazaSuite 818Houston, TX 77046USA

Hamburg (Germany)Pareto Securities GmbhCaffamacherreihe 7D-20355 HamburgGermany

Zürich (Switzerland)Pareto Securities AGRennweg 578001 ZürichSwitzerland

Frankfurt (Germany)Pareto Securities ASHochstraße 5260313 FrankfurtAmtsgericht Frankfurt am MainHR B 109177Germany