Gameloft (GFT FP)

MERGER ARBITRAGE 25 February 2016 GAMELOFT (GFT FP) AMENDED NOTE - Game Not Over – Next Level We have amended our note to reflect the offer conditionality in the Deal Terms draft offer document (available only in French) that was filed with the For Each: GFT FP AMF on 18 February. Cash terms: €6.00 The Offer is conditional upon the receipt of 50% tenders from Gameloft’s shareholders. The voting rights available to Vivendi are Spread capped at 30% in the event the offer fails. On 18 February, Vivendi announced that it was launching a mandatory Last Previous Value of the offer 6.00 6.00 tender offer for Gameloft. Gameloft’s board have convened a board Tgt Avg vol $m 2.9 meeting this week to discuss the deal and all preliminary indications are that they would like to remain independent. Spread Last Previous On 15 February 2016, the Guillemot Family confirmed in an AMF Gross -0.83 -0.1215 statement that the family’s total stake in Gameloft has increased to % -12.15% -6.25% 18.99% with 27.26% of the voting rights. On 24 February, the Guillemot Family announced that the family’s total stake in Gameloft has Days to close 127 increased to 20.29% with 28.42% of voting rights. The Guillemot Family Net spread -0.83 also stated their intention NOT to tender to Vivendi’s mandatory offer Spread in % -12.2% and that they would continue to acquire shares in the market and Net Annualised -35.1% invest in Gameloft. Vivendi have been slowly building up a stake in Gameloft since October Market Implied probability n/m 2015 when it announced it had a 6.2% stake in Gameloft and a 6.6% Expected Closing 30 June 2016 stake in Ubisoft (which is also owned by the Guillemot Family). It has been speculated that Vivendi are exploring the possibility of launching Break-risk and downside analysis their own OTT service across Europe (rivalling Netflix) which would explain their increased stake in Telecom Italia and the acquisition of Break Mkt Adj. Adj Break. Dailymotion in June 2015. It remains to be seen what Vivendi’s GAMELOFT -1.34 4.3% -1.09 intentions for Ubisoft are. VIVENDI 0.00 0.00% 0.00 Total Break -1.33 -1.09 We do not believe that the investment in Gameloft is an example of Downside -0.20 -0.16 trying to extract another “financial coup” by Vincent Bollore as he has Research: done with previous investments but rather combined with his Natasha Wong investments in Telecom Italia and his rumored interest in Mediaset [email protected] Premium, it would appear that Vincent Bollore is working to expand +44 (0) 207 290 5783 his content distribution across Europe. Any potential profits from the Gameloft acquisition would represent a relatively small gain for Sales: Yankel Hassan Bollore and is unlikely to be “worth the time and the effort”. [email protected] +44 (0) 207 290 5772 Vivendi have been divesting their telco assets (SFT and Maroc Telecom) as well as Activision Blizzard to concentrate on its core media assets Nicolas Marmurek: Canal+ and Universal Music Group. This has left Vivendi with a sizeable [email protected] +44 (0) 207 290 2795 war chest with which to carry out its ambitions. Sales Trading: Kevin Smith [email protected] +44 (0) 207 290 2785 1 | P a g e

MERGER ARBITRAGE 25 February 2016 Should the Gameloft board reject the Vivendi offer (which we believe they are likely to), there are numerous takeover defences available to them in order to ward off an unwanted offer including a poison pill defence which would dilute Vivendi’s existing stake. Vivendi could also request a board seat or two, as they did in Telecom Italia without launching a proxy contest to replace the board if their mandatory offer fails. Only 1 member of the 7 member board is up for re-election in June this year, while another member will be up for re- election in June 2019 and the five Guillemot family members in June 2020. It is unclear whether Vivendi are keen to maintain cordial relations with the Guillemot family or if they would be open to a “fight” for control which may potentially take a significant amount of time before they are able to gain control of Gameloft. The AMF still have to approve Vivendi’s draft prospectus (filed on 18 February) before the offer can be formally launched. As Vivendi no longer own a stake in Activision Blizzard, there should not be any significant antitrust issues. We await the outcome of the Gameloft board meeting this week (the board have not given any indication of exactly when the meeting will be held). 2 | P a g e

MERGER ARBITRAGE 25 February 2016 Table of Contents Gameloft Shareholder Base ....................................................................................... 4 Gameloft Takeover Defenses ..................................................................................... 7 The Makor Checklist ................................................................................................ 9 Downside & Break Analysis ....................................................................................... 16 3 | P a g e

MERGER ARBITRAGE 25 February 2016 GAMELOFT SHAREHOLDER BASE Shareholding – 8 December 2015 Source: Gameloft Voting Rights – 8 December 2015 Source: Gameloft Vivendi now owns more than 30% of Gameloft but as they have held a stake in Gameloft only since October 2015, they are not eligible for double voting rights. On 24 February 2000, Gameloft’s EGM granted double voting rights to fully paid registered shares (as per Article 10 of Gameloft’s Articles of Association). The double voting right 4 | P a g e

MERGER ARBITRAGE 25 February 2016 was granted only to shares which were shown to be registered to the same shareholder for at least a 2 year period. Therefore, the Guillemot family already hold some double voting rights. Distribution of Capital and Voting Rights at 28 February 2015 Number Of % Of Capital Theoretical % Of Theoretical Voting Rights % Of Voting Shares Voting Voting Rights Exercisable in GM Rights Rights Exercisable in GM Guillemot Family 10,950,168 12.789% 20,852,436 21.641% 20,852,436 21.765% Guillemot Brothers SE 4,068,221 4.751% 8,136,442 8.444% 8,136,442 8.492% Claude Guillemot 2,160,333 2.523% 4,294,166 4.457% 4.294,166 4.482% Michel Guillemot 3,663,543 4.279% 6,568,586 6.817% 6,568,586 4.856% Yves Guillemot 87,901 0.103% 102,902 0.107% 102,902 0.107% Gerard Guillemot 602,025 0.703% 1,190,550 1.124% 1,190,550 1.243% Christian Guillemot 42,501 0.050% 58,502 0.061% 42,501 0.061% Yvette Guillemot 165,644 0.193% 331,288 0.344% 331,288 0.346% Tiphaine Guillemot 160,000 0.187% 170,000 0.176% 170,000 0.177% Guillemot Corporation S.A 68,023 0.079% 68,023 0.071% 68,023 0.071% Treasury Shares 544,071 0.635% 544,071 0.565% - 0.000% FMR LLC (Fidelity) 8,573,249 10.013% 8,573,249 8.898% 8,573,249 8.948% Allianz Global Investors 5,157,527 6.023% 5,157,527 5.353% 5,157,527 5.383% Montanaro Asset Management 4,441,305 5.187% 4,441,305 4.609% 4,441,305 4.636% DNB Asset Management 4,069,660 4.753% 4,069,660 4.224% 4,069,660 4.248% FIL Limited (Fidelity) 3,855,247 4.502% 3,855,247 4.001% 3,855,247 4.024% Public 47,965,847 56.018% 48,791,195 50.638% 48,247,124 50.358% TOTAL 85,625,097 100% 96,352,713 100% 95,808,642 100.000% (*) To the company’s knowledge, no other shareholder owns, directly or indirectly, alone or in concern, more than 5% of the capital or voting rights Source: Gameloft, Makor Double Voting Rights On 24 February 2000, Gameloft’s EGM granted double voting rights to fully paid registered shares (as per Article 10 of Gameloft’s Articles of Association). The double voting right was granted only to shares which were shown to be registered to the same shareholder for at least a 2 year period. The double voting right is also granted at the time of issue, in case of a share capital increase by capitalisation of reserves, earnings or issue premiums, to registered shares allotted free of charge to a shareholder in exchange for old shares for which this right was enjoyed (Article 10 of the Articles of Association). In accordance with Article L.225-124 of the French Commercial Code, double voting rights are automatically revoked if the share is converted to a bearer share. They are also revoked if ownership of the shares is transferred. 5 | P a g e

MERGER ARBITRAGE 25 February 2016 Shareholder vs Double Voting Chart Total number of shares 85,465,122 Shareholding Shareholding Voting Rights Voting Rights (%) (%) Others 23.28% 19,893,756 21.42% 20,562,191 Guillemot Family 20.29% 17,343,398 28.42% 27,281,861 Vivendi 30.01% 25,649,006 26.72% 25,649,941 FMR 9.99% 8,537,966 8.86% 8,505,183 Amber Capital 6.08% 5,198,076 5.41% 5,193,345 Allianz Global Investors 5.56% 4,751,861 4.93% 4,732,568 DNB Asset Management 4.79% 4,093,779 4.24% 4,070,200 100.00% 85,465,122 100.00% 95,995,288 Source: Gameloft, AMF Filings, Makor On 22 February, the AMF confirmed that Amber Capital increased its stake in Gameloft on 19 February to 6.08% of Gameloft’s share capital and 5.41% of Gameloft’s voting rights. Previously on 17 December, Amber reported a stake of 5.34% of share capital and 4.74% of voting rights. 6 | P a g e

MERGER ARBITRAGE 25 February 2016 GAMELOFT TAKEOVER DEFENSES On 15 February 2016, the Guillemot Family confirmed in an AMF statement that the family’s total stake in Gameloft has increased to 18.99% with 27.26% of the voting rights Replacement of directors Directors are appointed for six years. Their terms of office expire at the end of the Ordinary General Meeting called to approve the financial statements of the preceding fiscal year and held during the year in which their terms expire. Current Board of Directors Name Start Date of Term Expiration Date of Term Michel Guillemot 03-Dec-01 At the end of the AGM Chairman of the Board of called to approve the Directors financial statements for the fiscal year ending 31 December 2020 Christian Guillemot Incorporation meeting of At the end of the AGM Director 1 December 1999 called to approve the financial statements for the fiscal year ending 31 December 2020 Claude Guillemot Incorporation meeting of At the end of the AGM Director 1 December 1999 called to approve the financial statements for the fiscal year ending 31 December 2020 Yves Guillemot Incorporation meeting of At the end of the AGM Director 1 December 1999 called to approve the financial statements for the fiscal year ending 31 December 2020 Gerard Guillemot Incorporation meeting of At the end of the AGM Director 1 December 1999 called to approve the financial statements for the fiscal year ending 31 December 2020 Marie-Therese Guiny General Meeting of 22 At the end of the AGM Director June 2011 called to approve the financial statements for the fiscal year ending 31 December 2016 Odile Grandet General Meeting of 18 At the end of the AGM Director June 2014 called to approve the financial statements for the fiscal year ending 31 December 2019 Source: Gameloft, Makor 7 | P a g e

MERGER ARBITRAGE 25 February 2016 Current Management Board Name Start Date of Term Expiration Date of Term Michel Guillemot 03-Dec-01 At the end of the AGM Chief Executive Officer called to approve the financial statements for the fiscal year ending 31 December 2020 Christian Guillemot 01-Dec-99 At the end of the AGM Executive Vice President called to approve the Administration financial statements for the fiscal year ending 31 December 2020 Claude Guillemot 01-Dec-99 At the end of the AGM Executive Vice President called to approve the Technologies financial statements for the fiscal year ending 31 December 2020 Yves Guillemot 01-Dec-99 At the end of the AGM Executive Vice President called to approve the Strategy & Development financial statements for the fiscal year ending 31 December 2020 Gerard Guillemot 01-Dec-99 At the end of the AGM Executive Vice President called to approve the Strategy & Development financial statements for the fiscal year ending 31 December 2020 Only 1 board member (Marie-Therese Guiny) is up for re-election in June this year. The Guillemot brothers were re-elected in June last year and are not up for re-election again until June 2020 while Odile Grandet will be up for re-election in June 2019. 8 | P a g e

MERGER ARBITRAGE 25 February 2016 The Makor Checklist® I. DEAL DATA DESCRIPTION COMMENTS COMPLETED LAST UPDATE 1 DEAL TYPE Unsolicited Mandatory Tender Offer YES 25/02/2016 2 OFFER TYPE Cash Offer YES 25/02/2016 3 DEAL France YES 25/02/2016 JURISDICTION 4 ANNOUNCEMENT On 18 February, Vivendi announced its intention to file with YES 25/02/2016 DATE the AMF a public tender offer for Gameloft shares. Gameloft responded on 19 February that they would convene a Board Meeting this week to discuss the Offer. 5 OFFER DOCUMENT The draft offer prospectus was filed with the AMF on 18 YES 25/02/2016 February and is expected to be approved by the AMF on 1 March. The Gameloft board will publish their response statement on 8 March. The AMF are expected to approve the Gameloft response statement on 15 March. On 15 March, the AMF will also fix the Offer Calendar. 6 OFFER €6 per Gameloft share YES 25/02/2016 CONSIDERATION 7 BREAK FEE NA YES 25/02/2016 8 LONG STOP DATE NA YES 25/02/2016 9 EXPECTED The Offer is expected to complete on 21 April with settlement YES 25/02/2016 COMPLETION taking place on 29 April according to Vivendi’s draft offer document. 9 | P a g e

MERGER ARBITRAGE 25 February 2016 II. RISKS AND CONDITIONALITY DESCRIPTION COMMENTS COMPLETED LAST UPDATE 10 KEY CONDITIONS  Approval of the offer document by the AMF YES 25/02/2016  Minimum tender of 50% of outstanding Gameloft shares. If this threshold is not reached, the offer lapses and all voting rights above 30% cannot be exercised.  If the offer lapses, Vivendi is not able to purchase additional shares in the market (they are limited to increase their stake by only 1% a year) 11 REMAINING All of the conditions remain outstanding YES 25/02/2016 CONDITIONS 12 POLITICAL RISK The deal is too small to encounter any real political YES 25/02/2016 interference 13 ANTITRUST There are no overlaps as Vivendi no longer own Activision YES 25/02/2016 Blizzard 14 BUSINESS RISK No business risk in our view YES 25/02/2016 15 SHARE We think the current premium is a risk discounting too much YES 25/02/2016 PERFORMANCE the likelihood of a bump RISK 16 REGULATORY RISK None YES 25/02/2016 17 MATERIAL NA YES 25/02/2016 ADVERSE EFFECT 10 | P a g e

MERGER ARBITRAGE 25 February 2016 III. SHAREHOLDERS AND ACCEPTANCE DESCRIPTION COMMENTS COMPLETED LAST UPDATED 18 RECOMMENDATION The offer is a hostile, unsolicited offer by Vivendi and does not YES 25/02/2016 have the support of the Gameloft board at present. 19 IRREVOCABLES No irrevocables have been secured YES 25/02/2016 AND UNDERTAKINGS 20 MINIMUM The minimum acceptance condition is 50% YES 25/02/2016 ACCEPTANCE CONDITION 21 SHAREHOLDER No shareholder vote is required for the transaction as it is YES 25/02/2016 VOTE being effected as a tender offer. 22 DISSENTING On 22 February, the AMF confirmed that Amber Capital YES 25/02/2016 SHAREHOLDERS increased its stake in Gameloft on 19 February to 6.08% of AND ACTIVISTS Gameloft’s share capital and 5.41% of Gameloft’s voting rights. Previously on 17 December, Amber reported a stake of 5.34% of share capital and 4.74% of voting rights. Amber has historically been an activist investor although they have not made any comments on this deal to date. 23 TOP 10 As of 25 February 2016. YES 25/02/2016 SHAREHOLDERS Gameloft  Vivendi – 30.01%  Guillemot Brothers – 20.3%  FMR LLC – 10.0%  Amber Capital – 6.1%  Allianz Global Investors – 6.0%  Michel Guillemot – 5.0%  DNB ASA – 4.8%  Montanaro Asset Management – 4.8%  FIL Limited – 4.5%  Invesco Asset Management – 3.1% TOTAL = 94.6% Vivendi  Bollore Group – 14.4%  Blackrock – 4.8%  Caisse des Depots et Consignations – 3.4%  Amundi – 3.0%  Baupost Group – 2.9%  State Street – 2.2%  Newton – 2.0%  Southeastern Asset Management – 2.0%  Norges Bank – 2.0%  Vanguard Group 1.9% TOTAL = 38.6% 11 | P a g e

MERGER ARBITRAGE 25 February 2016 IV. DEAL RATIONALE,VALUATION, COUNTER BID RISK AND POST MERGER ECONOMICS DESCRIPTION COMMENTS COMPLETED LAST UPDATED 24 DEAL RATIONALE  Gameloft fits perfectly with Vivendi’s strategy to YES 25/02/2016 develop as a global leader in content and media.  Video games constitute content in their own right and now represent a significant part of the entertainment and media market, and mobile gaming is the segment expected to record the fastest growth.  Vivendi intends to offer Gameloft new development levers, both industrial and financial, within a diversified media group. 25 SYNERGIES No synergies have been detailed as of yet. YES 25/02/2016 26 BUYER Vivendi is an integrated media and content group. Vivendi YES 25/02/2016 operates businesses through the media value chain, from talent discovery to the creation, production and distribution of content. The main subsidiaries of Vivendi comprise Canal + Group and Universal Music Group. 27 BUSINESS CYCLE & NA YES 25/02/2016 PERFORMANCE 28 DEAL MULTIPLE NA YES 25/02/2016 29 COUNTER BID NA YES 25/02/2016 30 RIGHT TO MATCH NA YES 25/02/2016 31 BUMP The presence of Amber on Gameloft’s shareholder register and YES 25/02/2016 the possibility for other activist shareholders to buy a stake in Gameloft could encourage Vivendi to boost their €6 offer price. A sweetened offer price may also encourage the Gameloft board to be more receptive to Vivendi’s overtures. 32 OPTIONALITY Possibility of a bump from Vivendi to secure board support YES 25/02/2016 from Gameloft’s board. There is the risk that Vivendi do nothing and not increase the price. 33 READ ACROSS NA YES 25/02/2016 34 CONSOLIDATION NA YES 25/02/2016 12 | P a g e

MERGER ARBITRAGE 25 February 2016 35 UPSIDE DOWNSIDE Please refer to our Upside/Downside analysis later on in this YES 25/02/2016 BREAK ANALYSIS report 13 | P a g e

MERGER ARBITRAGE 25 February 2016 V. FINANCING AND LEVERAGE AND TAXES DESCRIPTION COMMENTS COMPLETED LAST UPDATED 36 FINANCING Vivendi expect the maximum cost of the offer to be c.€367m YES 25/02/2016 which be financed from Vivendi’s existing cash. 37 DIVIDENDS Gameloft do not declare or pay dividends YES 25/02/2016 38 POST MERGER NA YES 25/02/2016 LEVERAGE 39 TAX ARBITRAGE NA YES 25/02/2016 AND RISK 14 | P a g e

MERGER ARBITRAGE 25 February 2016 VI. TECHNICALS DESCRIPTION COMMENTS COMPLETED LAST UPDATED 40 INDEX IMPACT Too early to comment on this. YES 25/02/2016 41 RISK TO TIMING NA YES 25/02/2016 42 TENDER &  The Offer is scheduled to open on 3 March and is YES 25/02/2016 SETTLEMENT expected to close on 21 April. PROCESS  On 26 April, the AMF are expected to publish the results of the offer.  Settlement of the Offer is expected to take place on 29 April.  If the Offer is successful, the offer is expected to re- open on 2 May and close on 16 May.  The results of the re-opened offer are expected on 19 May with settlement expected on 24 May. 43 FINANCIAL NA YES 25/02/2016 ADVISORS 44 LEGAL ADVISORS NA YES 25/02/2016 45 FINANCING BANKS NA YES 25/02/2016 46 RELATED NA YES 25/02/2016 SECURITIES 47 SQUEEZE OUT AND If Vivendi reach 95% of outstanding shares they can initiate a YES 25/02/2016 DELISTING squeeze-out proceeding within 3 months of the Offer closing. 48 DERIVATIVES NA YES 25/02/2016 49 BORROW Not relevant YES 25/02/2016 50 PRORATION AND Not relevant YES 25/02/2016 ELECTION 15 | P a g e

MERGER ARBITRAGE 25 February 2016 DOWNSIDE & BREAK ANALYSIS DOWNSIDE AND BREAK ANALYSIS Deal Break analysis and Market implied probability Selected Peer Group Analysis Last Price Price on announcement Perf (%) Market cap (USD bn) Weighting GAMELOFT SE UBISOFT ENTERTAINMENT 2 4.96 2 3.31 7.08% 3 ,070.62 62.7% STARBREEZE AB 1 5.40 1 5.20 1.32% 3 05.56 6.2% RNTS MEDIA NV 1 .95 2 .07 -5.71% 2 45.58 5.0% REDCENTRIC PLC 1 83.25 1 86.00 -1.48% 3 72.41 7.6% WEBZEN INC 2 06.50 2 07.00 -0.24% 8 99.99 18.4% Peers weighted average performance 4.08% 4,894.16 100% Deal Break peer performance adjustment calculation Break Peer Adjustement Adj. break PriceAdjusted break GAMELOFT SE - 1.35 4.08% 5.70 - 1.13 VIVENDI - 0.00% 1 8.14 - Break target currency - 1.35 - 1.13 Downside -19.77% -16.49% Market Implied probability of deal closing n/m Source: Makor, Bloomberg 16 | P a g e

MERGER ARBITRAGE 25 February 2016 Appendix 1: Check List Methodology HEADER DESCRIPTIONS DESCRIPTION METHODOLOGY DESCRIPTION This column shows the typical items to be checked for a deal COMMENTS This column should include information released by companies on the deal and Makor comments. COMPLETED This will be either YES or NO depending on the status of the item or work completed on the item. E.g.: offer document released will be YES if it is. E.g. 2: Deal Rationale will be marked YES if work is completed on that area. LAST UPDATED The last date the information was released by the company or last date work was done on that item. DEAL DATA DESCRIPTION METHODOLOGY DEAL TYPE Is the deal implemented via Offer or Scheme of arrangement OFFER TYPE Is the offer voluntary or mandatory DEAL JURISDICTION Law governing the transaction ANNOUNCEMENT DATE Payment terms ( cash, stocks, Collar) OFFER DOCUMENT Date of the first announcement of the transaction OFFER CONSIDERATION Cash and share terms of the offer BREAK FEE Date of the filing of the offer document and expected timing based on the target jurisdiction LONG STOP DATE Long Stop Date of the Offer EXPECTED COMPLETION When do we expect the deal to complete? RISKS AND CONDITIONALITY DESCRIPTION METHODOLOGY KEY CONDITIONS List of key conditions REMAINING CONDITIONS Conditions still awaiting satisfaction POLITICAL RISK Political risk to the deal ANTITRUST Antitrust approval required for the deal BUSINESS RISK Do we see business risks or legal risk that could trigger MAC if any SHARE PERFORMANCE RISK Is there a market performance or other performance risk as a condition to the deal REGULATORY RISK Are there any other regulatory approvals required for the deal? So for example if South African ministry of finance approval or CFIUS approval in US are required then those would be included here. MATERIAL ADVERSE EFFECT What constitutes a material adverse effect and can be used to walk away from the transaction. SHAREHOLDERS AND ACCEPTANCE DESCRIPTION METHODOLOGY RECOMMENDATION Who recommends the deal IRREVOCABLES AND UNDERTAKINGS % of shares MINIMUM ACCEPTANCE CONDITION Is there a minimum acceptance for the offer SHAREHOLDER VOTE Do the target and bidder require shareholder approvals? Do we see any external factors susceptible to create doubt DISSENTING SHAREHOLDERS AND Is there a risk to see dissenting shareholders or potential activists involvement ACTIVISTS TOP 10 SHAREHOLDERS List of top ten shareholders 17 | P a g e

MERGER ARBITRAGE 25 February 2016 DEAL RATIONAL, VALUATION, COUNTER BID RISK AND POST MERGER ECONOMICS DESCRIPTION METHODOLOGY DEAL RATIONALE Why deal attractive SYNERGIES Amount of potential pretax synergies BUYER Nature and quality of the buyer BUSINESS CYCLE & PERFORMANCE Where are we in the cycle DEAL MULTIPLE How does the deal multiples compare to previous transactions in the sector COUNTER BID View on potential counter bids RIGHT TO MATCH Acquiror’s right to match any superior offer which may be received by the target BUMP Does the deal valuation is conducive to a potential bump OPTIONALITY Do we see optionality in the deal based on counter bids or Bump READ ACROSS What is the impact for the sector and competitors CONSOLIDATION Who are the other candidates for consolidation in the sector UPSIDE DOWNSIDE BREAK ANALYSIS Deal break value and upside Downside assessment FINANCING AND LEVERAGE AND TAXES DESCRIPTION METHODOLOGY FINANCING How is the deal financed DIVIDENDS Are dividends included tax treatment of dividends scripts POST MERGER LEVERAGE Leverage at the combine Entity TAX ARBITRAGE AND RISK Tax shield an inversion, could this drive the trade TECHNICALS DESCRIPTION METHODOLOGY INDEX IMPACT In which index is the stock present and index weighting and reweighting RISK TO TIMING Loss of return due to extension, what are the likely risks TENDER & SETTLEMENT PROCESS Will there be a tendered line to trade? FINANCIAL ADVISORS Who are the advisors to the deal LEGAL ADVISORS Legal advisory firms FINANCING BANKS Investment banks advising RELATED SECURITIES What is the impact on other asset classes and listed instruments SQUEEZE OUT AND DELISTING What are the technicalities of the trade DERIVATIVES Is there potential option trades BORROW Is there any issues regarding the Borrow PRORATION AND ELECTION Do the terms have any proration features? 18 | P a g e

MERGER ARBITRAGE 25 February 2016 Research Disclaimer This publication has been prepared by Makor Capital Limited (“Makor Capital”) and is intended for professional or qualified investors only. Makor Securities London Ltd (“Makor Securities”)is distributing this material to its clients who are Eligible Counterparties or Professional Clients under FCA Rules. It may also be disseminated to persons who are Investment Professionals within the meaning of the Financial Services and Markets Act 2000 (Financial Promotion Order 2005). In the United States Makor Capital only distributes this material to major US institutional investors (as that term is defined in Rule 15 a-6 of the Securities and Exchange Act of 1934) and to SEC registered broker-dealers or banks acting in a broker –dealer capacity” If you do not fall into any of these categories you should disregard it. This research material is a marketing communication. It is not investment research and has not been prepared in accordance with legal requirements designed to promote the independence of investment research. It is not subject to any prohibition on dealing ahead of the dissemination of investment research. It has not been produced by Makor Securities. This material does not take into account the particular investment objectives, financial situation or needs of individual clients or other recipients. Before acting on this material, clients and other recipients should consider whether it is suitable for their particular circumstances and, if necessary, seek professional advice. This material should not be construed in any circumstances as an offer to sell or solicitation of any offer to buy any security or other financial instrument, nor shall it, or the fact of its distribution, form the basis of, or be relied upon in connection with, any contract relating to such action. This material is produced by research providers which Makor Securities believes to be reliable, but Makor Securities does not warrant or represent (expressly or impliedly) that it is accurate, complete, not misleading or as to its fitness for the purpose intended and it should not be relied upon as such. Opinions expressed will be the current opinions of those producing the research as of the date appearing on this material only. We expect those producing the material in this report to update it on a timely basis but can give no undertaking that they will do so and regulatory compliance or other reasons may prevent them from doing so (or us from disseminating updated material). Members and employees of Makor Securities London Ltd, employees of Makor Capital, Makor Capital Markets may from time to time have long or short positions in securities, warrants, futures, options, derivatives or other financial instruments referred to in this material. For Makor Securities, this information is set out in our Conflicts of Interest Policy which is available on request. Policies for the production of research from other research providers are available on request.Unless otherwise stated, share prices provided within this material are as at the close of business on the day prior to the date of the material. Neither the whole nor any part of this material may be duplicated in any form or by any means. Neither should any of this material be redistributed or disclosed to anyone without prior consent. This material is issued for general information and discussion purposes only. None of Makor Securities, Makor Capital, Makor Capital Markets accepts liability whatsoever for any direct, indirect or consequential loss or damage of any kind arising out of the use of all or any of this material. The services, securities and investments discussed in this material may not be available to, nor are suitable for all investors. Investors should make their own investment decisions based upon their own financial objectives and financial resources and it should be noted that investment involves risk, including the risk of capital loss. Past performance is no guide to future performance. In relation to securities denominated in foreign currency, movements in exchange rates will have an effect on the value, either favourable or unfavourable. EntitiesMakor Securities London Ltd is authorised and regulated by the Financial Conduct Authority (FCA registration number 625054) of Dover House, 34 Dover Street, London W1S 4NG.Makor Capital, company number 514456466, is incorporated in Israel and is a 100% held subsidiary of Makor Holdings Pte Ltd incorporated in Singapore. Makor Capital Markets SA, company number CH-660.2.999.011-0 is incorporated in Switzerland and is also a 100% held subsidiary of Makor Holdings Pte Ltd. 19 | P a g e