Investing in Sustainability The case of Ambienta SGR November 2022 Ambienta highlights Established platform >€3.0bn AUM3 in European environmental sustainability Sustainability Expert 15 years 4 Sustainability PE funds (24 platform investments and 33 add-ons) >75 institutional LPs Liquid long/short equity strategy – Ambienta X Alpha Liquid multi-asset low vol strategy – ESG infra income Liquid long only equity strategy – Sustainable Leaders Liquid long only equity strategy – Environmental Mid-Cap 2 asset classes (+1 coming) c.60 professionals in 4 offices Winner of multiple industry awards Performing Proprietary methodologies for sustainability measurement and ESG in Action European with global reach 30% Ambienta I1 Realised Gross IRR Ambienta II 2.9x 1.9x net TVPI 3.1x Realised Gross MOIC 43% Gross / 27% Net IRR2 1.6x DPI Realised Gross MoIC 53 sustainability sector reviews 2.5x Realised Gross MOIC Portfolio across 148 countries Investment scope Ambienta offices Investments Ambienta III 1.4x net TVPI2 39% Gross / 25% Net IRR2 0.4x DPI 1. Refers to Buyout and Growth Investments. Total Realised Gross MOIC for Fund marked at 2.0x 2. Preliminary net figures as of June 2022, net of fees, other expenses and carry 3. Including Ambienta IV, dry closed on 20th July 2022 for EUR 1.55bn. 2 Responsible, Sustainable, Impact... Investing … and Ambienta positioning Limit of «mission» driven investing FINANCIAL RETURN Traditional investing Responsible investing Sustainable investing Market return Below market return 0% Ambienta? Thematic approach: • sustainability shapes investment scope • financial returns driven • impact measurement • neither «impact» branded or impact objectives Negative returns Not relevant Ambienta Sgr - Confidential “Do not harm” selection Sustainability trends Impact investing: finance first Impact investing: impact first Venture philanthropy Traditional philanthropy Impact objectives/targets are key IMPACT 3 Growing population is leading to global resource scarcity and pollution concerns Within the next 10 years the world will need: Rising population +12% 8,6bn +200% 7,7bn 40% more water 20% more energy 35% more food Within the next 10 years the world will produce: 2,5bn 30% more greenhouse gases 80% more plastic in the ocean 1950 2020 Global population Ambienta Sgr - Confidential 2030 100% more urban waste 4 Sustainability is reshaping all industries Resource efficiency Sustainable manufacturing Sustainable working & living Smart Industrials Green Chemicals Filtration / Water Testing, Inspection, Certification Mobility Sustainable Buildings Software & Digitalisation Waste Management Agriculture / Food Textiles Supplements / Cosmetics Packaging Sustainable consumption Pollution control Ambienta Sgr - Confidential 5 Sustainability is a European business Resource scarcity and population density built an industry and society able to act sustainably Electricity consumption kWh/capita, 2019 New passenger car average consumption l/100km, 2019 11.936 8,4 -49% -32% 6.140 US EU Clothing consumption # of times a garment is worn, 2015 95 US 5,7 EU Municipal waste production Kg/capita/day, 2018-19 2,4 -42% 1,4 2.7x 35 US EU US Note: Ambienta analysis on BNEF, IEA, Ellen McArthur Foundation and Eurostat Ambienta Sgr - Confidential EU Source: European Commission; Number of SMEs (€10-250m annual turnover) in the industrial sector 6 Ambienta Private Equity Investment Strategy Bringing Pan-European industrial expertise to local SME opportunities Where we invest ▪ ▪ ▪ ▪ Ambienta Sgr - Confidential ▪ ▪ ▪ ▪ Sustainability-driven European Small and medium businesses (€40-300 million) Founders-owned, family businesses How we create value ▪ ▪ ▪ ▪ ▪ How we invest Management & Systems Internationalisation M&A Operational Excellence Sustainability & ESG edge LBO - Leverage buyouts Growth capital Control-oriented Buy & build How we improve sustainability ▪ ▪ ▪ Sustainability & Strategy team EIA - Environmental Impact Analysis ESG in Action 7 Sustainability and ESG in Ambienta’s investment strategy Sustainability drives investments selection, ESG drives value creation Operations of portfolio companies Product or Service How a company operates to produce a product or deliver a service What a company produces or delivers ESG Integration within portfolio management Thematic Strategy EIA Environmental Impact Analysis Ambienta Sgr - Confidential 8 EIA - Environmental Impact Analysis We capture a large subset of investable goals and we provide a taxonomy to report to our investors SDG Resource Efficiency Energy Saved Water Saved Materials Saved Land(fill) Saved ▪ 10 out of 151 possibly investable goals out of the 17 in total ▪ 85 out of 110 possibly investable sub-goals out of 169 in total Food Saved CO2 Emissions Reduced Pollution Control Environmental Impact Analysis Environmental Metrics Air Cleaned Pollutants Avoided Water Cleaned Materials Recycled Biodiversity Preserved 1. We do not include Goal 13, Climate Action, since it is mainly directed to policy makers and mitigation of effects of climate change rather than to products and services reducing CO2 emissions. SDG 16 “Peace, justice and strong institutions” and SDG 17 “Partnership for the goals” are considered uninvestable goals Ambienta Sgr - Confidential 9 EIA - Environmental Impact Analysis How it fits within the investment process First environmental screening Develop environmental thesis 2 1 • Initially check whether products and/or services could really entail a resource efficiency or a pollution control claim • Verify that environmental drivers shape growth opportunities for the company • Progressively (stage 2a and 2b) develop environmental thesis that describe how products and service deliver their impact Register into Dealflow Manager Ambienta Sgr - Confidential Assess materiality and measurability Build full EIA document 3 • Develop draft calculation under our methodology to understand whether the impact is material and measurable • If doubts emerge, prepare case to be discussed within partnership Present environmental thesis at first investment committee 4 • Develop full calculation of annual impact against the sapplicable metrics of the 11 metrics • Finalize EIA only for companies entering portfolio Include draft calculation in investment decision documents Finalized EIA, to be recalculated annually and reported to investors 10 ESG in Action programme Structured approach to ESG, a value creation and risk management tool Closing ESG initial assessment and due diligence 1 2 3 months Goal setting policies Board approved 6 months Materiality Analysis completed 3 12 months ESG Action Plan approved 4 5 Monitoring and reporting in place Carbon Footprint Analysis and Strategy Initial independent ESG assessment during DD Implementation of three goal setting policies: •Environment, Health and Safety •Labour & Employment Standards •Business Integrity Ambienta and management team together complete “Materiality Analysis” on risks and opportunities. Involve all stakeholders Ambienta and management define a “ESG Action plan” with goals, responsibilities, KPIs and reporting duties Reporting of ESG KPIs in place From the company to its board monthly; from Ambienta to LPs and stakeholders quarterly and yearly • Mandatory ISO certifications: Quality ISO 9001 & Energy ISO 50001 • Optional ISO certifications: Environment ISO 14001; H&S ISO 45001 and Supply chain ISO 28000 Ambienta Sgr - Confidential 11 Case study: Collingwood Lighting Developing a niche leader into a pan-European player of scale in the fragmented LED luminaires market Description: Market leading premium brand in the design, sourcing and distribution of LED luminaires for residential, landscape, commercial and light industrial applications in the UK and France (representing 100% of the company’s revenues) Deal highlights Large and robust target market Key business capabilities Strong management team Solid financial track record Deal summary ▪ Core addressable market is worth >£1.3bn across target geographies (UK & France), underpinned by sustained growth drivers linked to energy efficiency Sector ▪ Market has proved robust during the Covid-19 pandemic Investment date ▪ CW is known for its brand strength, product quality & reliability, new product development capability, high service levels and strong wholesale customer & supplier relationships Location (HQ) Ambienta is backing a management team with significant industry experience and, together with the planned management additions and evolutions, strong ambitions to create a leading pan-European platform Vendor ▪ 12% sales CAGR FY18-FY21A, c. 15% EBITDA margins & high cash conversion Acquisition EV €68.5 million ▪ Robust performance during Covid-19 with strong double-digit sales growth during 2021 Entry multiple 10.5x EV/EBITDA ▪ ▪ European LED luminaires market is highly fragmented with >1,000 LED companies presenting a significant market consolidation opportunity ▪ First add-on signed in Italy, strong pipeline of further 5 targets for >£20m EBITDA M&A Sourcing Stake Invested capital2 2Q 22 valuation Financial profile (£m)1 1. 2. Limited Auction Baird PE 77.3% €48.1 million 1.1x cost LED lighting consumes less energy, has a longer lifespan and therefore requires less replacement and emits less CO2 emissions in comparison to other alternate lighting technologies such as halogen & fluorescent ▪ LED lighting penetration has a long way to go with only an estimated c. 50% of lighting installations today in Europe using LED technology ▪ 2021 environmental impact estimate: 868 tons of Material Saved, 13,527 Toe of Energy Saved, 43,624 tons of CO2 Emissions Reduced 30,2 4,2 5,0 5,7 03/2020A 14% 03/2021A 17% 03/2022A 15% 6,8 EBITDA EBITDA Margin UK ▪ 37,5 Sales Feb 2021 Environmental thesis 49,6 29,8 LED Lighting 2022B 14% Collingwood has Mar F/Y being updated to Dec Y/E from 2022 onwards. As of June 2022, excludes acquisition of Nobile completed in July 2022 Including co-investors, as of June 2022. Excludes acquisition of Nobile completed in July 2022. Ambienta Sgr - Confidential 12 Case study: Nactarome Buy-and-build initiative in the food ingredient market leveraging the increasing shift to natural products Deal highlights Deal summary ▪ Growing naturals in a resilient market ▪ Large €12.1bn addressable market, growing 2-3% per year overall Natural products are an important growth driver in the industry, driven by increasing interest in natural, organic and sustainable food ▪ Food & Beverage end markets proved resilient during downturns, particularly as flavours and colours are mission critical raw materials ▪ 1,200 active customers at entry, consisting of local and regional FMCG producers Fragmented and sticky customer base ▪ Build-up platform with senior team in place Buy-and-build project Strong stickiness of customers to flavour & colour suppliers (high risk of change of taste or product appearance when changing suppliers) Sourcing Auction ▪ Acquisitions taking active customers to over 4,500 active customers today across all applications (c. 4x entry) Vendor ▪ Independent leading player in mid-market European natural food flavours & colours Stake ▪ Proven track record of successful M&A growth ▪ Senior and committed executive team reinvesting a significant portion of their proceeds; ▪ ▪ Management 80% Acquisition EV1 €58.5 million Six add-ons completed in 3 years: IPAM (I), Nactis (F), Create Flavours (UK), Taste Connection(UK), FIAS (I) Pharmograna (GER) to create a pan European player Entry multiple2 11.8x Revenues grew by 4.6x (exit vs entry year) and EBITDA by 5.3x Investment to date3 ▪ Ability to address clients’ needs on a bespoke basis, leveraging superior crosssell capability ▪ The positive evolution of Nactarome’s sales mix (beverage, sweet) coupled with initiatives in procurement and process optimization led to an increase in gross margins 335.7 ▪ 1. 2. 3. 4. Nov 2018 / Feb 2022 Italy (12.9) 0.4x Investment date / exit Food ingredients Location Performance update MoC impact Sector 1.7x 0.1x (0.1)x 3.1x Impressive multiple expansion linked to the successful implementation of Ambienta’s “One Company” vision and to Nactarome’s unique positioning as a sustainable scalable M&A platform Realised MoC / IRR4 €109.3 million 3.1x / 61% Environmental thesis ▪ The food ingredient sector is undergoing a shift from synthetic/chemical-based to natural ingredients ▪ Substitution entails a switch from non-renewable fossil and inorganic raw materials to raw materials which are per se renewable sources ▪ Group commitment to further expand its natural products portfolio constitutes the most significant growth driver ▪ 2021 Environmental Impact: 212 tons of Pollutants Avoided Acquisition EV for Aromata €58.5m in Nov 2018. IPAM EV of €30.8m, Nactis EV of €69.2m, Create Flavours EV of €40.3m, TasteConnection EV of £7.8m, and FIAS EV of €15m Entry multiple for Aromata transaction. Blended multiple including add-on acquisitions equal to 10.6x Includes add-on acquisitions as of Q3 2021 and pro forma for FIAS acquisition in November. Amount invested is evenly split between Ambienta II & III (€54.7m each) Including expected earn-out Ambienta Sgr - Confidential 13 Case study: Namirial Leading provider of SaaS digital trust solutions Description: Namirial is a leading provider of SaaS regulatory solutions that enable the trusted and legally binding execution of transactions and business processes in a completely remote and digital manner. Namirial focuses on applications that are intrinsically regulatory-intense, being generally referred to as “RegTech”. Deal highlights Deal summary ▪ Fast growing market Strong positioning, scalable platform Large, fast-growing market. The European e-signature market alone is worth EUR 1.7Bn, growing at a 30% CAGR ▪ ▪ Solid financial position, 90% recurring revenues. DTM growing at a 30% CAGR Nascent but material international footprint with ability to serve clients across Europe. Upside from scaling internationally and achieve a substantial multiple upside at exit Strong opportunity for M&A. Add-on of Netheos (France) completed in Nov-21, add- on of Evicertia (Spain with significant South American presence) completed in Feb-22 and add-on of Bit4Id (Italy, Spain, India and Latam) completed in Apr-22 Primary deal with upside from the introduction of professional management and proper organizational structure 115,3 102,7 • Professionalization of the organization complete during the first year • Strong growth, with 16% organic revenue CAGR since the investment driven by 28% CAGR in digital trust solutions, where Namirial has strong products in a market with strong momentum • EBITDA growth driven by 85% gross margin and operating leverage • €29m free cash flow generated since the acquisition • Largely self funded M&A campaign 55,3 29,5 33,4 16,0 EBITDA EBITDA Margin 2019A 2020A 2021A 2022B 29% 29% 29% 29% Ambienta Sgr - Confidential 1. 2. 3. Proprietary Stake1 Financial profile (€m)5 14,2 Sourcing Vendor ▪ Sales Italy Large, fragmented customer base of 65,000 clients across industries Professionalisation upside Including co-investors. Ambienta III stand-alone stake is 60% Including Namirial (€150m), Netheos (€35m), Evicertia (€17m) and Bit4Id (€73m) Blended entry multiple including the Netheos, Evicertia and Bit4id acquisitions equal to 10.5x EBITDA 4. 5. May 2020 Location ▪ ▪ Digital trust solutions Investment date Market is driven by ubiquitous growth in compliance, and need for simplicity, like digitalization, which delivers a better customer experience as well as economic and environmental benefits. Demand for digitalization accelerated in response to COVID-19 ▪ Complete suite of software solutions and unique SaaS offering ▪ Internationalisation upside 48,5 Sector Founders 64.0% Acquisition EV2 €275 million multiple3 9.4x EV/EBITDA Entry Invested capital4 2Q 22 valuation €64.1 million 2.9x cost Environmental thesis ▪ Digitalization is a sustainability megatrend ▪ By providing software which enables businesses to digitalize, Namirial contributes to pollution control and resource efficiency; it reduces the use of paper and the need for travelling to in-person meetings, helping businesses make significant savings of materials, of CO2 and other polluting emissions. ▪ 2021 environmental impact: 13,680 tons of Materials Saved, 880,536 m3 of Water Saved, 10,690 Toe of Energy Saved, 33,708 tons of CO2 Emissions Reduced, and 5,458 m3 of Land(Fill) Saved Including co-investors. Ambienta standalone amount invested is €60.1m Including Namirial, Netheos, Evicertia and Bit4Id from 2021 14 EIA - Environmental Impact Analysis Case Study: Namirial Internal Sources Resource Efficiency Metrics Unit of measure ment Input data 2021 Metric Unit of measure ment 2020 2021 A Digital Certificates Issued # 5,349,026 B Remote Signatures # 780,843,588 C Number of equivalent graphic paper sheets for certificates and signatures # 4 Energy Saved Toe 7,388 10,690 D Incremental digital devices used # 602,282 E Digital documents archived # 490,573,100 Water Saved m3 608,531 880,536 F Number of equivalent sheets not archived # 5 tons 9,454 13,680 G Electronic device working hours in one year Hours 2040 Land Saved m2 or m3 2,082 5,458 Food Saved tons Materials Saved EIA Model Third party Sources Input data H I L M N O P Q R H G Weight per sheet of paper type A4 Percentage of recycled paper raw material used for graphic paper Water withdrawal in paper production Energy saved per sheet replaced Electronic device energy consumption Conversion Toe to MJ CO2 SAVED per sheet replaced CO2 emission for electronic devices Graphic paper recycling rate in Europe Specific volume of office paper in landfill Year for paper decomposition in landfill Ambienta Sgr - Confidential Unit of measurem ent 2021 Source ton / sheet 0.000005 ISO 536 % 13% CEPI m3 / ton 56 Stora Entso Toe / sheet 3.53011E-06 SusTEACH MJ / hour 0.014 SusTEACH 41,840 Internation al Metric System MJ / Toe Kg CO2 / sheet Kg CO2 / hour % Ton / m3 Years 0.0115 SusTEACH 0.002 SusTEACH 71% CEPI 0.843 EPA 5 NSW Dept. of Industry Pollution Control Metrics Metric CO2 Emissions Reduced Air Cleaned Pollutants Avoided Water Cleaned Materials Recycled Biodiversity Preserved Unit of measure ment tons CO2 equivale nt m3 2020 2021 23,295 33,708 tons m3 tons 15 ESG in Action programme – Case Study: Namirial Materiality Analysis High HIGH PRIORITY Diversity program Talent management and retention Likelihood of impact Employee training & development Corporate governance training Internal risk analysis Talent Attraction Customer Success Corporate governance adoption Data centre energy use Low Waste Management KEY Environment Social Governance Environmental & Safety management Low Ambienta Sgr - Confidential Degree of impact High 16 ESG in Action programme – Case Study: Namirial Action Plan Area A. Talent management and retention B. Employee training & development C. Corporate governance training D. Internal risk analysis E. Talent Attraction Identified actions Timeline Development with Mercer of a reward strategy and adoption of banding for a better definition of roles in the organization chart Extension of the relationship with Welfarebit (e.g. for integration into the MBO bonus) and courses and actions aimed at the employee's well-being E-learning courses for 81/08, English language courses 1: 1 / class, business English courses Classroom courses 12/2021 AWS certification courses 12/2021 Courses for technical skills and developers 6/2022 Define a communication campaign on various topics 12/2021 Make sessions with the first reports to briefly explain what it is and sessions for all employees in force Provide an ad hoc training course for new entrants 12/2021 Insurance coverage in case of data breach 6/2022 Intellectual Properties policy and communication 6/2022 Cyber security, Data Protection and Privacy training 6/2022 Adoption of new certification to be aligned with competition (ISO 20000 Itil, ISO 22301) EVP definition (Employer Value Proposition) 12/2022 Employer Branding Initiatives (Job fairs, University agreements, social communication) Established a solid candidate experience-based recruitment process 12/2021 Structured onboarding program 12/2021 Top employer/great place to work certifications 12/2022 Ambienta Sgr - Confidential Area F. Customer success 06/2022 12/2021 12/2021 G. Corporate governance adoption 12/2021 12/2021 H. Gender equality and diversity program Identified actions Timeline Mapping of the Existing Process and definition of a structure at group level Identify and install a Service desk support software to cover the complete flow for the different customers target Definition of KPI to be monitored 12/2021 Start a customer survey campaign with the goal to measure the customer satisfaction and the NPS Improving the brand reputation on the network 12/2021 Internal Initiate internal audit processes to monitor the correct adoption of governance procedures. Evaluate extension of 231 abroad by finding an analogy or translating it by removing the regulatory references (it becomes an internal code of ethics) External (customer communication) Improve communication and sharing of corporate governance externally by adding 231 and the Legality Rating on the site and using it as marketing to increase Brand reputation. Salary analysis between sex, between regions, between positions towards the outside and towards the inside. Set yourself goals in the selections - GENDER, nationality, culture, religion 12/2022 12/2021 12/2021 12/2021 12/2022 12/2021 12/2022 12/2021 17 ESG in Action programme – Case Study: Namirial Monitoring Unit of Measurement 20211 Employees who completed data protection and privacy training % Activities scheduled for 2022 Number of GDRP complaints # 0 % 8% % 95% Company specific KPIs (selection) Employees benefiting from incentive scheme Employee satisfaction survey Unit of Measurement 2020 20211 kWh 837,913 1,521,226 kWh / eur (k) 15.2 20.9 m³ 2,421 n.a.2 m³/ eur (k) n.a. n.a. Eur 0 0 Training Expenditure per Employee €/empl. 71 248 Job Creation # empl. 440 515 Cross Portfolio KPIs Total Energy Consumption Energy Consumption / Revenues Total Water Consumption Water Consumption / Revenues Environmental CapEx Ambienta Sgr - Confidential 18 Proven delivery of environmental impact and financial returns Ambienta portfolio environmental impact (EIA1) Realised investment performance (€m)2 Resource Efficiency 679 MATERIALS SAVED ENERGY SAVED WATER SAVED LAND(FILL) SAVED FOOD SAVED 2,030,000 tons ~262,000Toe ~132,000 ml m3 ~1,833,000 m3 ~47,700 tons equivalent to 944,000x SUV’s weight equivalent to 5,000,000x refrigerators annual consumption equivalent to 97x New York City annual consumption equivalent to ~13,000,000 people annual waste production equivalent to ~91,000 Persons annual food consumption Pollution Control 230 CO2 EMISSIONS REDUCED AIR CLEANED POLLUTANTS AVOIDED MATERIALS RECYCLED WATER CLEANED BIODIVERSITY PRESERVED 6,700,000 tons 4,600 km3 246,000 tons 344,000 tons ~ 34,600 ml m3 - equivalent to 82% of Milan’s annual recycled waste equivalent to 190 ml x household annual consumption equivalent to 3,200,000x passenger car annual emission equivalent to 77km air column above Manhattan 3x MoC 30% IRR equivalent to 1,300,000x EU-28 citizens daily hazardous waste Capital Invested Total Value Fund II 1. 2. Fund I EIA: proprietary methodology to measure environmental impact. Cumulated environmental results for Ambienta’s private equity portfolio since inception. As at 31.12.2020 Ambienta buyout & growth investments only, as at 31.03.2021 Ambienta Sgr - Confidential 19