Strictly Private and Confidential

www.e-valuation.us

PR ELIMINARY VALUATION

[XYZ Company]

January 2010

New York - London - São Paulo - Madrid

Strictly Private and Confidential

www.e-valuation.us

INDEX

Page

1. Report Purpose and Executive Summary 4

2. Financial Hypothesis 6

3. Valuation Methodology 13

4. Trading Valuation 15

5. DCF Valuation 18

6. Conclusion: Valuation Range 21

Enclosures

I. e-Valuation Presentation 25

II. Financial Forecasts 27

III. Information Provided by XYZ COMPANY 29

IV. Difference between Value and Price 31

V. Glossary 33

VI. e-Valuation References 36

VII. Contact Details 40

Strictly Private and Confidential JANUARY 2010 XYZ COMPANY– PRELIMINARY VALUATION

2. Financial Hypothesis
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Introduction – Company Description

 XYZ is a company founded in 1984 and specialized in sale of toys of all kinds, bicycles, childcare articles,

sporting articles, trophies, jewellery, gift items, tales and children’s books, electronic games, and youthful

and sports wear.

 The XYZ’s business model fits within the sector of retail. From the standpoint of XYZ, this is a sector with low

entry barriers that have had a slightly positive trend in the last years.

 The client believes that XYZ has got a very high brand recognition in its market segment and that the company

is not very sensitive to economic cycles.

XYZ

Note: Information provided by XYZ COMPANY. 3

Strictly Private and Confidential JANUARY 2010 XYZ COMPANY– PRELIMINARY VALUATION

2. Financial Hypothesis
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Main EBITDA and EBIT1 Hypothesis

 The operating margin before amortizations, interest and taxes (EBITDA) is one of the more significant
Amortization Trend
300,000
264,480
5% operating magnitudes. It is defined as the result obtained when resting the sum of direct costs and indirect
4%
250,000
costs (excluding amortizations, financial and extraordinary expenses and taxes) to sales.
194,387 4%
200,780
181,992 188,131
200,000 175,886 3%
3%
150,000
2%
100,000 2%
1%
 XYZ’s EBITDA goes under a decrease principally due to a slightly increase in the operating expenses as it has
50,000
1%
0 0% been explained before.
2008 2009 2010 2011 2012 2013
Amortization % Sales

 For the forecast of fixed assets’ amortization it has been calculated, according to the analysis carried out by
EBITDA and EBIT Trend
600,000 10.0% e-Valora and the information provided by the client, an amortization average period of 25 years for the
9.0%
500,000
8.0% historical fixed assets and of 10 years for the rest of the fixed assets on the balance sheet at December 31st
7.0%
400,000
6.0% 2008. For the new fixed assets, not real estate, it has been fixed an amortization average period of 10 years.
300,000 5.0%

4.0%
200,000
3.0%  The operating margin before interest and taxes (EBIT) of XYZ goes through a similar trend to the one of the
2.0%
100,000
1.0%
EBITDA in the estimated period. After a decrease of the amortizations in the past years, the new fixed asset
0 0.0%
2008 2009 2010 2011 2012 2013
investment makes the amortizations increase and because of that, there is a lower operating profit.
EBITDA EBIT EBITDA Margin EBIT Margin

EBITDA & EBIT  As a result of the balance between sale and costs increases, the impact on EBIT is quite more significant that
TACC (2009 – 2013)
in EBITDA (-2.9% vs -7.2% TACC 2009-2013 respectively).
EBITDA
-2.9%
EBIT
-7.2% Note 1: EBITDA refers to operating profit before amortizations; and EBIT refers to operating profit (earnings before interest and taxes).
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Strictly Private and Confidential JANUARY 2010 XYZ COMPANY– PRELIMINARY VALUATION

3. Valuation Methodology
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Introduction

 In order to carry out the valuation of XYZ, e-Valuation has used contrasted valuation methodologies and
generally accepted by market analysts. The application of each of these methodologies, Discounted Cash Flow
(DCF) and Trading Comparable Companies, results in a specific valuation range estimated for XYZ. To arrive at
this valuation range for the company, a specific valuation range is primarily calculated for each methodology,
and each valuation is subsequently weighted under e-Valuation’s criteria. We believe that the use of these
methods improves the reliability of the valuation obtained, since they are complementary methods, and
allows us contrasting the results of each one (including basic assumptions used).

 In the case of the DCF, the baseline information for the realization of the forecasts is principally based on e-
Valuation estimates. This information has enabled the elaboration of a qualitative and quantitative analysis of
the current situation and expected future development of XYZ.

 If the strategy followed by the Company in the future varies from the one that has been submitted, or if the
information provided to e-Valuation has got discrepancies with reality, our view about the value of XYZ would
vary accordingly. Each of the methodologies previously named uses the information of XYZ in different ways,
providing complementary views of the business value.

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Strictly Private and Confidential

6. Conclusion: Valuation Range

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Conclusion: Final Valuation Range

 Taking into account the results obtained according to the methodologies described, and considering that our
reference methodology is the DCF (with a weight of 80%, compared to 20% of Tradings), we obtain an average
value, to which we apply a reliability range of +/- 10%.

 Trading comparable method has been weighted with only 20% because companies with a high level of
comparability to XYZ have not been found, since they are also manufacturers and/or sell in bulk amounts and
have got a much larger size, and their geographical markets of action are not confined to Spain.

 With these parameters, we conclude that the final range that falls within the enterprise value of XYZ is the
following: between 2,233,805 and 2,730,206 euros (between 3.9 x and 4.8 x times EBITDA recorded by the
Company in 2008 ).

FINAL RANGE
7,000
2.334 - 2.730
6,000

5,000

4,000
3,221
3,000 2,607

2,636
2,000
2,133

1,000

0
DFC Comparables

Market Value of the Equity Value

 To calculate the market value of XYZ’s shares (Equity Value), the company’s net debt (financial debt minus
cash) at the moment of the valuation has to be subtracted to the enterprise value previously analyzed.
 Based on historical data provided by the company, and taking the amount of net debt of December 2008
(221.190 euros) as reference, the valuation range of the Equity Value of the company would be between
2,012,615 and 2,509,016 euros.
Strictly Private and Confidential JANUARY 2010 XYZ COMPANY– PRELIMINARY VALUATION

Enclosure I. e-Valora Presentation

www.e-valuation.us

 e-Vauation offers merger and acquisition advisory services, as well as company’s valuation and financial
and strategic consulting services.

 Founded in November 2000 by a professional team coming from Banesto and UBS, e-Valuation has valued
more than 700 companies. From companies with an invoicing lower than 1 million euros up to
enterprises that invoiced more than 500 million euros, from start-ups to companies with an experience
of 80 years in the market, including services as well as industrial companies.

 e-Valuation has got a professional team with a wide experience un investment banking, coming from
entities such as Bank of America or Rothschild, that have worked in corporate transactions (companies’
purchase, sale and merger) from all economic services for an aggregated value higher than 2,000 million
of euros.

 e-Valuation works with absolutely independence to banks, investment funds and public entities, which
allows offering independent financial advisory services and without being influenced by outside
interests.

 e-Valuation has got ISO 9001 Certification in Corporate Finances Advisory and Companies’ Valuation
Services, as well as Chamber Trust - Seal, the trust mark granted by Madrid Chamber of Commerce.

 It has got offices in:

 e-Valuation Financial Services North America  e-Valuation Financial Services Northern Europe
14 Wall Street, 20th Floor One Canada Square, 29th Floor, Canary Wharf
New York City, New York 10005 London E14 5DY
United States United Kingdom

 e-Valuation Financial Services Latin America  e-Valuation Financial Services Southern Europe
Avda.Paulistas 2.300 andar Pilotis c/ José Ortega y Gasset, 42
Sao Paulo 01310-300 Madrid, Madrid 28006
Brazil Spain

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Strictly Private and Confidential JANUARY 2010 XYZ COMPANY– PRELIMINARY VALUATION

Enclosure III. Information Provided by XYZ Company

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Information Provided to e-Valora by XYZ
2004 2005 2006 2007 2008
Revenues 5.533.640,00 5.489.120,00 5.592.840,00 6.351.050,00 6.195.920,00
Sales unadjusted 5.533.640,00 5.489.120,00 5.592.840,00 6.351.050,00 6.195.920,00
Estimated growth -0,8% 1,9% 13,6% -2,4%

Direct Costs -3.922.360,00 -3.649.170,00 -3.674.530,00 -4.229.160,00 -3.959.120,00

Supplies -4.073.560,00 -3.614.950,00 -3.471.630,00 -4.253.290,00 -3.887.060,00
Estimated growth -11,3% -4,0% 22,5% -8,6%
% of sales 73,6% 65,9% 62,1% 67,0% 62,7%
Stock change 151.200,00 -34.220,00 -202.900,00 24.130,00 -72.060,00

GROSS MARGIN 1.611.280,00 1.839.950,00 1.918.310,00 2.121.890,00 2.236.800,00

% Gross Margin 29,1% 33,5% 34,3% 33,4% 36,1%

Expenses -1.251.040,00 -1.276.620,00 -1.443.500,00 -1.577.120,00 -1.666.580,00

Employee expense unadjusted -708.640,00 -717.680,00 -783.560,00 -906.830,00 -947.610,00

Estimated growth 1,3% 9,2% 15,7% 4,5%
% of sales 12,8% 13,1% 14,0% 14,3% 15,3%
Social charges -171.110,00 -174.270,00 -185.510,00 -188.620,00 -221.970,00
% of social charges over wages and salaries 31,8% 32,1% 31,0% 26,3% 30,6%

Average number of employees level 1 31 32 49 46 46

Estimated growth 3,2% 53,1% -6,5% 0,4%
Average accounting salary 17.339,68 16.981,56 12.205,10 15.674,60 15.774,78
Estimated growth -2,1% -28,1% 28,4% 0,6%
Productivity ratio estimated by the client 178.504,52 171.535,00 114.139,59 138.608,69 134.693,91

Other accounting operating expenses -542.400,00 -558.940,00 -659.940,00 -670.290,00 -718.970,00

Estimated growth 3,0% 18,1% 1,6% 7,3%
% of sales 9,8% 10,2% 11,8% 10,6% 11,6%
Unadjusted leasing and canon -243.000,00 -250.220,00 -295.430,00 -300.060,00 -321.860,00
Estimated growth 3,0% 18,1% 1,6% 7,3%
% of sales 4,4% 4,6% 5,3% 4,7% 5,2%
Unadjusted marketing expense unadjusted -54.000,00 -56.000,00 -66.000,00 -67.000,00 -72.000,00
Estimated growth 3,7% 17,9% 1,5% 7,5%
% of sales 1,0% 1,0% 1,2% 1,1% 1,2%
Other unadjusted expenses -245.400,00 -252.720,00 -298.510,00 -303.230,00 -325.110,00
Estimated growth 3,0% 18,1% 1,6% 7,2%
% of sales 4,4% 4,6% 5,3% 4,8% 5,2%

EBITDA 360.240,00 563.330,00 474.810,00 544.770,00 570.220,00

EBITDA Margin 6,5% 10,3% 8,5% 8,6% 9,2%
Amortization -109.980,00 -180.330,00 -203.670,00 -239.780,00 -264.480,00
Estimated growth 64,0% 12,9% 17,7% 10,3%
Traffic provisions change 0,00 -44.710,00 -10.670,00 36.530,00 0,00
Estimated growth - -76,1% -442,4% -100,0%
EBIT 250.260,00 338.290,00 260.470,00 341.520,00 305.740,00
EBIT Margin 4,5% 6,2% 4,7% 5,4% 4,9%
Net interest income/(loss) -22.220,00 -17.820,00 -12.220,00 -7.570,00 -8.400,00
Estimated growth -19,8% -31,4% -38,1% 11,0%
% of sales 0,4% 0,3% 0,2% 0,1% 0,1%
Financial expenses -25.740,00 -20.990,00 -24.640,00 -41.200,00 -44.230,00
Financial revenues 3.520 3.170 12.420 33.630 35.830
EARNINGS FROM ORDINARY ACTIVITY 228.040,00 320.470,00 248.250,00 333.950,00 297.340,00
Extraordinary revenues/ (expenses) 11.790,00 7.640,00 30.370,00 28.880,00 44.850,00
Extraordinary revenues 11.830,00 7.640,00 35.310,00 30.890,00 44.850,00
Extraordinary expenses -40,00 0,00 -4.940,00 -2.010,00 0,00
NORMALIZED EARNINGS BEFORE TAXES 239.830,00 328.110,00 278.620,00 362.830,00 342.190,00
Tax rate 33% 33% 33% 28% 28%
Taxes -79.440,00 -108.830,00 -91.510,00 -102.750,00 -96.480,00

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NORMALIZED EXERCISE INCOME 160.390,00 219.280,00 187.110,00 260.080,00 245.710,00
Net Margin 2,9% 4,0% 3,3% 4,1% 4,0%
Strictly Private and Confidential JANUARY 2010 XYZ COMPANY– PRELIMINARY VALUATION

Enclosure V. Glossary
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 Intangible Assets or Intangible Fixed Asset: Non-physical assets such as franchises, trademarks, patents, copyrights, goodwill,
shares, securities and contracts (as distinguished from physical assets) that grant rights and privileges.

 Tangible Assets or Tangible Fixed Asset: Physical assets (such as machinery, property, etc).

 Amortization: Accounting procedure that gradually reduces the cost of value of an asset, tangible or intangible, (e.g.
investments in research & development), through periodic charges to the profit and loss account in order to fix the costs during
its estimated profitable life.

 Trading Comparable Companies: Business value obtained through methods that compare the company to be valued to similar
enterprises, dividing the market value of the last ones by a financial magnitude of the companies’ profit and loss account (such
as net income, net sales, etc). When multiplying by the same enterprise’s magnitude of the company to be valued, we will
obtain its approximate value.

 EBIT: Earnings Before Interest and Taxes.

 Balance Sheet: Statement of a company’s financial position at a given point in time. Lists the assets of a company and how
they have been financed. Total assets is liabilities plus shareholders’ equity.

 Cost of Supplies: Cost related to the production, supply, transport and storage of raw materials and the materials used in the
production process. In this section can also be included the cost of outsourcing services to provide the customer.

 Profit and Loss Account: Financial statement that shows the expenses and revenues generated during a period of time.

 Weighted Average Cost of Capital: Calculated as the cost of equity * (equity value / firm value) + cost of debt * (net debt /
firm value) * (1- corporate tax). It is a discount rate typically used to discount future free cash flows to the moment of
valuation.

 Discounted Cash Flows (DCF): Company’s valuation method based on the idea the value of a company is related to what it is
able to generate in the future. It is calculated as the future cash flows of a company, discounted back to present value using an
appropriate discount rate

 Net Debt: Total debt of the company minus any cash or liquid funds that the company has but does not require for its operating
activity.

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Strictly Private and Confidential JANUARY 2010 XYZ COMPANY– PRELIMINARY VALUATION

Enclosure VI. e-Valuation´s References

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2008 - 2009

 Advertising  Ecological and Recycling  Logistics  Renewable Energies

 Automotive  Editorial  Media  Restaurant

 Aviation  Education and Training  Metallurgy  Retail

 Biotechnology  Electronics  Quality Consulting  Software and Data Security

 Brokerage and Financial Services  Engineering and Machinery  New Techonlogies  Sports

 Building Materials Manufacturer  Entertainment and Leisure  Other Building Specilialists  Steel

 Business Services  Forestry  Outsourcing Services  Technology

 Construction and Contracts  Healthcare  Production and Distribution  Telecommunicaciones

 Construction and Materials  Insurance  Public Administration  Textiles

 Construction Related Services  Internet  Rail  Transportation and Logistics

 Consulting, Audit and Advisory  Local TV  Recreation  Quemical Industry

NOTE: For confidentiality reasons the name of customers is not mentioned.

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Strictly Private and Confidential JANUARY 2010 XYZ COMPANY– PRELIMINARY VALUATION

Enclosure VII. Contact Details

www.e-valuation.us

www.evalora.com

e-Valuation Financial Services North America e-Valuation Financial Services Northern Europe

14 Wall Street, 20th Floor One Canada Square, 29th Floor, Canary Wharf
New York City, New York 10005 London E14 5DY
United States United Kingdom

e-Valuation Financial Services Latin America e-Valuation Financial Services Southern Europe

Avda. Paulistas 2.300 andar Pilotis c/ José Ortega y Gasset, 42

Sao Paulo 01310-300 Madrid, Madrid 28006
Brazil Spain

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