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New York
              São Paulo
              London




Credentials
              commitment
              expertise
              results
Overview

   Capital markets advisory firm dedicated to optimizing total shareholder
    return
   Customized programs that are developed & implemented by firms’
    principals
   Well-established network of investor, analyst & journalist contacts
    across North America, Europe & Asia
   Strategy and implementation of communications programs for retail
    investors in Latin America with office in São Paulo
   Extensive experience across a broad range of industries in North
    America, Europe & the Emerging Markets
   Team of multi-lingual specialists drawn from careers in investment
    banking, asset management, equity sales, consulting & finance




                                                                              2
Experienced, Business-savvy Leadership
 Lynn Morgen                                              Fabiane Goldstein
  ■   Founded Morgen-Walke, largest independent IR firm      Co-founder of MBS in Brazil
      when sold in 2000                                      18-year career in corporate and financial communications
  ■   Strategic Communications Expertise                     Specialized in the Brazilian capital markets
  ■   Group VP of STMicroelectronics: 2000-2005              Former Director at leading IR consultancy in Brazil
  ■   Institutional sales background                         Languages: Portuguese & English
  ■   B.A. CCNY/Language: French



 Betsy Brod                                               Farrell Kramer
                                                          ■   Nearly 25 years of media/corporate communications
  ■   25 years of Investor Relations and                      experience
      Wall Street-related experience
                                                          ■   Corporate positioning, financial communications, transaction,
  ■   Partner of Morgen-Walke Associates                      crisis, executive communications
  ■   Broad range of industry expertise                   ■   Award-winning journalist, Investigative & financial writer at
  ■   MBA New York University                                 Associated Press and Investor’s Business Daily
                                                          ■   Broad range of industry expertise
                                                          ■   Master’s in Journalism from Northwestern University
 Monique Skruzny                                          ■   Language: Japanese

  ■   20 years in corporate finance/capital raising
  ■   COO, CFO, Business Development positions
  ■   Communications/IR executive
  ■   MBA Wharton
  ■   Languages: Spanish & Portuguese




                                                                                                                              3
Our Differentiators

 Combine  experience and reputation of a leading
 international IR firm with the partner-level attention of a
 boutique advisory

 Over 20 years advising Brazilian and Latin American
 public and private companies

 Adhere
       to a balanced, opportunistic approach to U.S. &
 European markets
  – Leveraging strong reputations to access the two largest pools of
    investment funds

 Provide an integrated team of experienced professionals
 that take a 360 degree view of issues and solutions

                                                                       4
Representative Clients




                         5
Services
  Investor messaging & positioning

  Research, analysis & benchmarking

  Sell-side & buy-side analysis, targeting & outreach

  Managing expectations & expanding coverage

  Event organization

  Financial media to support investment thesis

  Transaction & corporate communications strategy & execution

  IR solutions & retail programs & execution


                                                                6
Investor Messaging & Positioning
“MBS Value Partners…




  … has been instrumental in developing and refining the   … led the team that developed and implemented our
  presentation of our investment case to the financial     best practices in financial communications As a
  markets. They understand the messages we want to         leading Europe-headquartered technology company
  communicate and what the investment and media            actively traded on three major stock exchanges, we
  communities expect in terms of information disclosure    required sophisticated strategic messaging that
  and content. Their expertise has been invaluable in      resonated with global investors, journalists and
  producing our Annual Report and other presentational     stakeholders.”
  materials.”                                                                           Pasquale Pistorio,
                                         Mark Opzoomer                  Honorary Chairman and former CEO,
                                    CEO, Rambler Media                                 STMicroelectronics




                                                                                                            7
Sell-Side and Buy-Side Analysis & Targeting
“MBS Value Partners…




 …organized all of our investor marketing activities         …gives us solid and actionable advice. They are
 across the UK, Scandinavia, Continental Europe and          excellent at fully understanding the issues from
 North America. They have always done an excellent job       multiple vantage points and combining their
 in ensuring that our key stakeholders are kept up-to-       experience, research resources and knowledge of
 date and also in targeting new potential investors with a   investor expectations to provide management with a
 real interest in our company through 1:1’s and              clear, concise point of view. As a result, we were
 attendance at key conferences. And the roadshows            better able to effectively communicate with
 always run very smoothly!”                                  shareholders and deliver messages that were aligned
                                           Keith Russell,    with investor requirements.”
                 CEO, Transcom Worldwide SA (’03-’09)                                                John Brennan,
                                                                                                    CEO, ICT Group




                                                                                                                     8
Managing Expectations & Expanding Coverage




“I just wanted to say thanks for all your help over the   “Expanding sell-side coverage of our company has
past year. You guys have much to be proud of as I rank    been an important objective of our investor relations
you as the best IR department that I have worked with.    program. Working with MBS, we have succeeded in
This is quite an achievement given that you have other    more than tripling our analyst sponsorship in three
clients as well.”                                         years.”

                                    Sell Side Analyst,                                  Sudhakar Kesavan,
                                      Deutsche Bank                        Chairman & CEO, ICF International




                                                                                                                  9
Research, Analysis & Benchmarking
“MBS Value Partners…




  …has a deep understanding of our business and the
  markets in which we operate. Their analysis, advice and   …has long-standing relationships with investors. This
  support are invaluable in enabling us to address the      sets them apart from many of their competitors and
  opportunities and challenges that arise in our ongoing    allows them to bring relevant investment ideas to both
  disclosure and dialogue with the capital markets. They    the sell-side and buy-side and to gain first-hand,
  play a very active role in helping management to          objective feedback for their clients.”
  prepare and present specific messages to our
  stakeholders.”                                                                                David Marcus,
                                      Masha Eliseeva,                            CEO, Evermore Global Advisors
             Investor Relations Director, Comstar-UTS




                                                                                                                     10
Media to Support the Corporate & Investor Brand
“MBS Value Partners…




  …has secured excellent coverage in a wide variety of        …gained broad media coverage for Tenda that
  media publications that have enhanced our                   reinforced our investment story and gave us brand
  international profile within the investment community       recognition in the marketplace. We gained first mover
  over the years. They have been instrumental in              advantage in the media by providing thought leadership
  regularly placing articles and features in publications     on low-income housing trends in Brazil. This
  such as the Financial Times to support our story as a       international recognition was also motivational for our
  leading producer and distributor of media content           employees.”
  around the globe.”
                                               Nadav Palti,                                           Carlos Trostli,
                                    CEO, Dori Media Group                                               CEO, Tenda




                                                                                                                    11
High-Value U.S. & European Media Coverage
for Our Brazilian/Latin American Clients


      “Gafisa: Building Homes for a Bright                  “How Big Was Demand for the Arcos
      Future in Brazil”                                     Dorados IPO”
                                                            –CNBC, April 17, 2011
      – World Finance Magazine, March 2010

“Brazil Housing Market Booming 'Til 2017”            “Boost for Brazil’s Golden Arches”
– Forbes, December 14, 2011                          – Financial Times, April 18, 2011

“Brazilian    Homebuilder      Turning     Itself
                                                     “McDonald’s largest franchisee prices IPO”
Around”
                                                     – Forbes, April 17, 2011
– Investors Business Daily, February 25, 2010

“Gafisa Appealing to Foreign          Investors      “Meanwhile, Down South. Latin American
Ahead of Board Vote”                                 stocks are on a a (mostly unnoticed) tear”
– Bloomberg, May 4, 2012                             – Smart Money, June 2012

                “Brazil Software Firm TOTVS Seeks Acquisitions in Latin America”
                – The Wall Street Journal, June 21, 2012
“TOTVS Focused on Eventual NY Debut”           “Brazil’s TOTVS Plans to List Shares in U.S. by 2015”
 – LatinFinance, June 25, 2012                  – Bloomberg, June 21, 2012

                                                                                                  12
Event Organization




                                                         “MBS’ strategic approach allows it to make contributions
 “By working with MBS/Ricca, we were able to create      that go well beyond handling the usual logistical
 and support Magazine Luiza’s investment brand for its   challenges of a roadshow and listing. They bring an
 IPO on the Brazilian Bovespa exchange and effectively   independent, international perspective that informs our
 extend our reach to key financial markets in the U.S.   communications and keeps management current on the
 and Europe.”                                            dynamics within the broader investment community. At
                                                         the time of our NYSE listing jubilant expectations for the
                                     Marcelo Silva,      homebuilding market in Brazil contrasted with the
                           CEO, Magazine Luiza S.A.      prevailing housing sentiment in the U.S. MBS pointed this
                                                         out and assisted us to adjust our message and better
                                                         anticipate the concerns of North American investors.“
                                                                                                   Wilson Amaral,
                                                                                        Former CEO, Gafisa, S.A.



                                                                                                                  13
Transaction & Corporate Communications
Strategy & Execution




 “Shared Value has worked closely and effectively     “Having been our consultants prior to the
 alongside Millicom’s senior management through a     recapitalization process, MBS was able to work
 number of successful transactions. Firstly through   effectively with our management team on the
 the debt restructuring in 2002 and 2003 and the      communication of our transaction. The Firm’s
 Strategic Review in 2006, but subsequently through   partners and staff were available 24/7 to assist us
 a number of acquisitions and disposals.”             in both reaching out and responding to our varied
                                                      stakeholder constituencies.”

                                    Marc Beuls,                              Norman C. Chambers,
    CEO, Millicom International Cellular (‘98-’09)       Chairman & CEO, NCI Building Systems, Inc.




                                                                                                            14
IR Solutions & Retail Programs




“Q4 did an amazing job on TVI's website. Their technology
and customer service are exemplary. I can rely on them to        Annual/sustainability reports, with creativity and
provide feedback and constructive suggestions to ensure           quality content to tell your story, and a team
my website has all the tools necessary to provide easy            specialized in GRI – Global Reporting Initiative
access to all our information. It’s important to me that my
shareholders have easy access to everything they need to         Technical translations with an in-house, native
make an informed investment decision. It’s always a               English and Portuguese team that is experienced
pleasure to work with such a professional, savvy, creative        in the financial and capital markets
team.”
                                      Rhonda Bennetto,
 Exec. Director IR, TVI Pacific Mining in the Philippines




                                                                                                                       15
IR Solutions & Retail Programs
    Simplifying content to expand its understanding to lay (retail) investors
    Accessing new audiences using creativity and all available tools, including social
     media
    Applying CRM to investor audiences



              Social Networks                          Social Media
                 Update and Monitor                     Publish and Embed




                                         IR
                                       Website
                                        Blog
                                      Website
                                        Email
                                        RSS




                                                                                          16
Delivering Results
   Commitment:
    Senior level direction & involvement
    Dedicated & focused team, delivering value
    Deep understanding of the Brazilian marketplace

   Expertise:
    Global experience across a wide range of industries
    Financial, capital markets, media & advisory experience
    Institutional & retail strategies
    Execution excellence

   Results:
    Recognized investor brand
    Reduced cost of capital



                                                               17
Contact Us


New York                          São Paulo
424 Madison Ave., Suite 400       Alameda dos Jurupis, 657, sala 13
New York, NY 10017                Moema, Sao Paulo 04088-002
+1.212.750.5800 Tel               +55 11 98103.0201 Tel
+1.212.661.2268 Fax

       Monique Skruzny                     Fabiane Goldstein
 monique.skruzny@mbsvalue.com         fabiane.gold@mbsvalue.com


                        www.mbsvalue.com




                                                                  18

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MBS Value Credentials

  • 1. New York São Paulo London Credentials commitment expertise results
  • 2. Overview  Capital markets advisory firm dedicated to optimizing total shareholder return  Customized programs that are developed & implemented by firms’ principals  Well-established network of investor, analyst & journalist contacts across North America, Europe & Asia  Strategy and implementation of communications programs for retail investors in Latin America with office in São Paulo  Extensive experience across a broad range of industries in North America, Europe & the Emerging Markets  Team of multi-lingual specialists drawn from careers in investment banking, asset management, equity sales, consulting & finance 2
  • 3. Experienced, Business-savvy Leadership Lynn Morgen Fabiane Goldstein ■ Founded Morgen-Walke, largest independent IR firm  Co-founder of MBS in Brazil when sold in 2000  18-year career in corporate and financial communications ■ Strategic Communications Expertise  Specialized in the Brazilian capital markets ■ Group VP of STMicroelectronics: 2000-2005  Former Director at leading IR consultancy in Brazil ■ Institutional sales background  Languages: Portuguese & English ■ B.A. CCNY/Language: French Betsy Brod Farrell Kramer ■ Nearly 25 years of media/corporate communications ■ 25 years of Investor Relations and experience Wall Street-related experience ■ Corporate positioning, financial communications, transaction, ■ Partner of Morgen-Walke Associates crisis, executive communications ■ Broad range of industry expertise ■ Award-winning journalist, Investigative & financial writer at ■ MBA New York University Associated Press and Investor’s Business Daily ■ Broad range of industry expertise ■ Master’s in Journalism from Northwestern University Monique Skruzny ■ Language: Japanese ■ 20 years in corporate finance/capital raising ■ COO, CFO, Business Development positions ■ Communications/IR executive ■ MBA Wharton ■ Languages: Spanish & Portuguese 3
  • 4. Our Differentiators  Combine experience and reputation of a leading international IR firm with the partner-level attention of a boutique advisory  Over 20 years advising Brazilian and Latin American public and private companies  Adhere to a balanced, opportunistic approach to U.S. & European markets – Leveraging strong reputations to access the two largest pools of investment funds  Provide an integrated team of experienced professionals that take a 360 degree view of issues and solutions 4
  • 6. Services Investor messaging & positioning Research, analysis & benchmarking Sell-side & buy-side analysis, targeting & outreach Managing expectations & expanding coverage Event organization Financial media to support investment thesis Transaction & corporate communications strategy & execution IR solutions & retail programs & execution 6
  • 7. Investor Messaging & Positioning “MBS Value Partners… … has been instrumental in developing and refining the … led the team that developed and implemented our presentation of our investment case to the financial best practices in financial communications As a markets. They understand the messages we want to leading Europe-headquartered technology company communicate and what the investment and media actively traded on three major stock exchanges, we communities expect in terms of information disclosure required sophisticated strategic messaging that and content. Their expertise has been invaluable in resonated with global investors, journalists and producing our Annual Report and other presentational stakeholders.” materials.” Pasquale Pistorio, Mark Opzoomer Honorary Chairman and former CEO, CEO, Rambler Media STMicroelectronics 7
  • 8. Sell-Side and Buy-Side Analysis & Targeting “MBS Value Partners… …organized all of our investor marketing activities …gives us solid and actionable advice. They are across the UK, Scandinavia, Continental Europe and excellent at fully understanding the issues from North America. They have always done an excellent job multiple vantage points and combining their in ensuring that our key stakeholders are kept up-to- experience, research resources and knowledge of date and also in targeting new potential investors with a investor expectations to provide management with a real interest in our company through 1:1’s and clear, concise point of view. As a result, we were attendance at key conferences. And the roadshows better able to effectively communicate with always run very smoothly!” shareholders and deliver messages that were aligned Keith Russell, with investor requirements.” CEO, Transcom Worldwide SA (’03-’09) John Brennan, CEO, ICT Group 8
  • 9. Managing Expectations & Expanding Coverage “I just wanted to say thanks for all your help over the “Expanding sell-side coverage of our company has past year. You guys have much to be proud of as I rank been an important objective of our investor relations you as the best IR department that I have worked with. program. Working with MBS, we have succeeded in This is quite an achievement given that you have other more than tripling our analyst sponsorship in three clients as well.” years.” Sell Side Analyst, Sudhakar Kesavan, Deutsche Bank Chairman & CEO, ICF International 9
  • 10. Research, Analysis & Benchmarking “MBS Value Partners… …has a deep understanding of our business and the markets in which we operate. Their analysis, advice and …has long-standing relationships with investors. This support are invaluable in enabling us to address the sets them apart from many of their competitors and opportunities and challenges that arise in our ongoing allows them to bring relevant investment ideas to both disclosure and dialogue with the capital markets. They the sell-side and buy-side and to gain first-hand, play a very active role in helping management to objective feedback for their clients.” prepare and present specific messages to our stakeholders.” David Marcus, Masha Eliseeva, CEO, Evermore Global Advisors Investor Relations Director, Comstar-UTS 10
  • 11. Media to Support the Corporate & Investor Brand “MBS Value Partners… …has secured excellent coverage in a wide variety of …gained broad media coverage for Tenda that media publications that have enhanced our reinforced our investment story and gave us brand international profile within the investment community recognition in the marketplace. We gained first mover over the years. They have been instrumental in advantage in the media by providing thought leadership regularly placing articles and features in publications on low-income housing trends in Brazil. This such as the Financial Times to support our story as a international recognition was also motivational for our leading producer and distributor of media content employees.” around the globe.” Nadav Palti, Carlos Trostli, CEO, Dori Media Group CEO, Tenda 11
  • 12. High-Value U.S. & European Media Coverage for Our Brazilian/Latin American Clients “Gafisa: Building Homes for a Bright “How Big Was Demand for the Arcos Future in Brazil” Dorados IPO” –CNBC, April 17, 2011 – World Finance Magazine, March 2010 “Brazil Housing Market Booming 'Til 2017” “Boost for Brazil’s Golden Arches” – Forbes, December 14, 2011 – Financial Times, April 18, 2011 “Brazilian Homebuilder Turning Itself “McDonald’s largest franchisee prices IPO” Around” – Forbes, April 17, 2011 – Investors Business Daily, February 25, 2010 “Gafisa Appealing to Foreign Investors “Meanwhile, Down South. Latin American Ahead of Board Vote” stocks are on a a (mostly unnoticed) tear” – Bloomberg, May 4, 2012 – Smart Money, June 2012 “Brazil Software Firm TOTVS Seeks Acquisitions in Latin America” – The Wall Street Journal, June 21, 2012 “TOTVS Focused on Eventual NY Debut” “Brazil’s TOTVS Plans to List Shares in U.S. by 2015” – LatinFinance, June 25, 2012 – Bloomberg, June 21, 2012 12
  • 13. Event Organization “MBS’ strategic approach allows it to make contributions “By working with MBS/Ricca, we were able to create that go well beyond handling the usual logistical and support Magazine Luiza’s investment brand for its challenges of a roadshow and listing. They bring an IPO on the Brazilian Bovespa exchange and effectively independent, international perspective that informs our extend our reach to key financial markets in the U.S. communications and keeps management current on the and Europe.” dynamics within the broader investment community. At the time of our NYSE listing jubilant expectations for the Marcelo Silva, homebuilding market in Brazil contrasted with the CEO, Magazine Luiza S.A. prevailing housing sentiment in the U.S. MBS pointed this out and assisted us to adjust our message and better anticipate the concerns of North American investors.“ Wilson Amaral, Former CEO, Gafisa, S.A. 13
  • 14. Transaction & Corporate Communications Strategy & Execution “Shared Value has worked closely and effectively “Having been our consultants prior to the alongside Millicom’s senior management through a recapitalization process, MBS was able to work number of successful transactions. Firstly through effectively with our management team on the the debt restructuring in 2002 and 2003 and the communication of our transaction. The Firm’s Strategic Review in 2006, but subsequently through partners and staff were available 24/7 to assist us a number of acquisitions and disposals.” in both reaching out and responding to our varied stakeholder constituencies.” Marc Beuls, Norman C. Chambers, CEO, Millicom International Cellular (‘98-’09) Chairman & CEO, NCI Building Systems, Inc. 14
  • 15. IR Solutions & Retail Programs “Q4 did an amazing job on TVI's website. Their technology and customer service are exemplary. I can rely on them to  Annual/sustainability reports, with creativity and provide feedback and constructive suggestions to ensure quality content to tell your story, and a team my website has all the tools necessary to provide easy specialized in GRI – Global Reporting Initiative access to all our information. It’s important to me that my shareholders have easy access to everything they need to  Technical translations with an in-house, native make an informed investment decision. It’s always a English and Portuguese team that is experienced pleasure to work with such a professional, savvy, creative in the financial and capital markets team.” Rhonda Bennetto, Exec. Director IR, TVI Pacific Mining in the Philippines 15
  • 16. IR Solutions & Retail Programs  Simplifying content to expand its understanding to lay (retail) investors  Accessing new audiences using creativity and all available tools, including social media  Applying CRM to investor audiences Social Networks Social Media Update and Monitor Publish and Embed IR Website Blog Website Email RSS 16
  • 17. Delivering Results Commitment:  Senior level direction & involvement  Dedicated & focused team, delivering value  Deep understanding of the Brazilian marketplace Expertise:  Global experience across a wide range of industries  Financial, capital markets, media & advisory experience  Institutional & retail strategies  Execution excellence Results:  Recognized investor brand  Reduced cost of capital 17
  • 18. Contact Us New York São Paulo 424 Madison Ave., Suite 400 Alameda dos Jurupis, 657, sala 13 New York, NY 10017 Moema, Sao Paulo 04088-002 +1.212.750.5800 Tel +55 11 98103.0201 Tel +1.212.661.2268 Fax Monique Skruzny Fabiane Goldstein monique.skruzny@mbsvalue.com fabiane.gold@mbsvalue.com www.mbsvalue.com 18