Piovan — Investor Presentation 2019

Sep 10, 2019

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Management

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Management

29 May 2018

Disclaimer

THIS PRESENTATION AND ANY OTHER INFORMATION DISCUSSED AT THE PRESENTATION (THE "PRESENTATION") IS STRICTLY CONFIDENTIAL AND IS BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATION. THIS PRESENTATION, WHICH HAS BEEN PREPARED BY PIOVAN S.P.A. (THE "COMPANY"), IS PRELIMINARY IN NATURE AND IS SUBJECT TO UPDATING, REVISION AND AMENDMENT. THIS PRESENTATION MAY NOT BE REPRODUCED IN ANY FORM, FURTHER DISTRIBUTED OR PASSED ON, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON, OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE LAWS AND VIOLATE THE COMPANY'S RIGHTS.

5.98", 15.19cm 0.13", 0.33cm 0.13", 0.33cm 5.98",

This Presentation is being made available to a limited number of recipients solely for the purpose of introducing the Company. This Presentation does not, and is not intended to, constitute or form part of, and should not be construed as, an offer to sell, or a solicitation of an offer to purchase, subscribe for or otherwise acquire, any securities of the Company, nor shall it or any part of it form the basis of or be relied upon in connection with or act as any inducement or recommendation to enter into any contract or commitment or investment decision whatsoever. Neither this Presentation nor any copy of it nor the information contained herein is being issued or may be distributed or redistributed directly or indirectly to or into any jurisdiction where such distribution would be unlawful, including but not limited to, the United States, Canada, Australia and Japan. Any decision to invest in the Company should be made solely on the basis of information contained in any prospectus or offering circular (if any is published by the Company), which would supersede this Presentation in its entirety.

None of the Company or any of its partners, directors, officers, employees, agents, other representatives, consultants, legal counsel, accountants, financial or other advisors, auditors, direct or indirect shareholders, subsidiaries or other affiliates or any other person acting on behalf of any of the foregoing (collectively, the "Representatives") makes any representation or warranty, expressed or implied, as to the fairness, quality, accuracy, relevance, completeness or sufficiency for any purpose whatsoever of any information contained in this Presentation.

By attending or otherwise accessing this Presentation, you acknowledge and agree not to be entitled to rely on the fairness, quality, accuracy, relevance, completeness or sufficiency for any purpose whatsoever of the information contained herein and that none of the Company or any of its Representatives will have any liability relating to, or resulting from, this Presentation, its inaccuracy or incompleteness, or the use of, or reliance upon, this Presentation.

By attending or otherwise accessing the Presentation, you acknowledge and agree that you will be solely responsible for your own independent evaluation and assessment of the Company and of the information contained in this Presentation and will rely solely on your own judgment and that of your qualified advisors in evaluating the Company and in determining the desirability of the possible acquisition of an interest in the Company.

To the extent applicable, the industry and market data contained in this Presentation has come from official or third-party sources. Third-party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the fairness, quality, accuracy, relevance, completeness or sufficiency of such data. The Company has not independently verified the data contained therein. In addition, certain of the industry and market data contained in this Presentation come from the Company's own internal research and estimates based on the knowledge and experience of the Company's management in the market in which the Company operates. Such research and estimates, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Accordingly, undue reliance should not be placed on any of the industry or market data contained in this Presentation.

The highlights of the Company and the outlook presented in this Presentation represent the subjective views of the management of the Company and are based on significant assumptions and subjective judgments which may or may not prove to be correct. Industry experts, business analysts or other persons may disagree with these views, assumptions and judgments, including without limitation the management's view of the market and the prospects for the Company.

This Presentation may include statements that are, or may be deemed to be, forward-looking statements. Forward-looking statements typically use terms such as "believes", "projects", "anticipates", "expects", "intends", "plans", "may", "will", "would", "could" or "should" or similar terminology. Any forward-looking statements in this Presentation are based on the Company's current expectations and, by their nature, forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's control, that could cause the Company's actual results and performance to differ materially from any expected future results or performance expressed or implied by any forward-looking statements. The Company undertakes no obligation to release the results of any revisions to any forward-looking statements in this Presentation that may occur due to any change in its expectations or to reflect events or circumstances after the date of this Presentation and the Company and its Representatives disclaim any such obligation.

Except where otherwise indicated, this Presentation speaks as of the date hereof and the information and opinions contained in this Presentation are subject to change without notice and do not purport to contain all information that may be required to evaluate the Company. The information in this Presentation is in preliminary form and has not been independently verified. The Company and its Representatives undertake no obligation to provide the recipients with access to any additional information or to update or revise this Presentation or to correct any inaccuracies or omissions contained herein that may become apparent. To the fullest extent permissible by law, such persons disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this Presentation. Recipients should not construe the contents of this Presentation as legal, tax, regulatory, financial or accounting advice and are urged to consult with their own advisers in relation to such matters.

These materials are not an offer for sale of securities in the United States. The Company does not intend to register under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and securities of the Company may not be offered, sold, resold, pledged, delivered, distributed or transferred, directly or indirectly, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Company does not intend to make any public offering of its securities in the United States. Any securities sold in the United States will be sold only (i) to qualified institutional buyers (as defined in Rule 144A under the Securities Act) pursuant to Rule 144A and (ii) to non-U.S. persons outside the United States in reliance on Regulation S under the

Securities Act ("Regulation S").

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Requested by Deza Perez, Carmen This Presentation is only addressed to and is only directed at: (a) in the European Economic Area, persons who are "qualified investors" within the meaning of Article 2(1)(e) of Directive 2003/71/EC, as amended, (b) in Italy, "qualified investors", as defined by Article 34-ter, paragraph 1(b), of CONSOB's Regulation No. 11971/1999 and integrated by Article 35, paragraph 1(d) of CONSOB Regulation No. 20307/2018, (c) in the United Kingdom, (i) "investment professionals" as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This Presentation is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any potential investment or investment activity to which this Presentation relates is only available to relevant persons and will be engaged in only with relevant persons.

By attending or otherwise accessing this Presentation, you warrant, represent, undertake and acknowledge to the Company that (a) you have read and agree to comply with the foregoing limitations and restrictions including, without limitation, the obligation to keep this Presentation and its contents confidential, (b) you agree to treat this Presentation and its content as strictly private and confidential and to take all necessary steps to preserve such confidentiality, (c) you are able to receive this Presentation without contravention of any applicable legal or regulatory restrictions.

By attending or otherwise accessing this Presentation, you agree to be bound by the foregoing limitations. Any failure to comply with these restrictions may constitute a violation of the laws of any such other jurisdiction. Any potential investment or investment activity to which this Presentation relates is available only to persons eligible to invest in securities and will be engaged in only with such persons.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the ordinary shares and the warrants of Piovan S.p.A. (the "Securities") have been subject to a product approval process, which has determined that such Securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Securities may decline and investors could lose all or part of their investment; the Securities offer no guaranteed income and no capital protection; and an investment in the Securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Manufacturers will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the securities.

Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels.

15.19cm

2.13", 5.41cm

2.60", 6.60cm

The Leading Automation Solutions Provider for Plastic & Food Markets

5.98", 15.19cm 0.13", 0.33cm 0.13", 0.33cm 5.98",

15.19cm

2.13", 5.41cm

€213m

+5% CAGR 2015-17 (organic)

2017A Key Financials

€20m (10% Margin)

+19% CAGR 2015-17 (organic)

Revenues Adj. EBITDA Net Income Cash Conv.

€33m (15% Margin)

+11% CAGR 2015-17 (organic)

~95%

3

~76%

ROCE 4

~1% Recurring Capex / Revenues

2.60", 6.60cm

Source: Company information

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Requested by Deza Perez, Carmen

¹In 2018. ²As of July 2019. ³In June 2019. ⁴As of June 2019. ⁵ Defined as Adjusted EBITDA – Recurring Capex / Adjusted EBITDA. ⁶ Computed as EBIT / Net Invested Capital excluding Goodwill and Put and Call Options . Net Invested Capital adjusted for the application of IFRS 16. ⁷ Excluding other sales & other income.

KEY HIGHLIGHTS

H1-19

5.98", 15.19cm 0.13", 0.33cm 0.13", 0.33cm 5.98",

Source: Company Information

€239m

€39m

Adj. EBITDA

Revenues

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¹Includes other revenue and income..²Adj. EBITDA - Recurring Capex. ³ Computed as Cash Generation as % of Adj. EBITDA. ⁴ Computed as Adj. EBIT / Net Invested Capital excluding Goodwill and Put and Call Option. Net Invested Capital adjusted for the application of IFRS 16.

70%

ROCE

15.19cm

2.13", 5.41cm

2.60", 6.60cm

€26m

€37m

Cash Generation

Net Income

Our Core is Process Automation from Silos to Primary Machines

5.98", 15.19cm 0.13", 0.33cm 0.13", 0.33cm 5.98",

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Chillers

Granulators

Temperature control

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PIOVAN H1 2019 KEY BUSINESS HIGHLIGHTS

2Q 2019 impacted – as expected – by negative order intake recorded between Dec-18 and Mar-19 (time lag effect), positive trends observed in 2Q 2019

5.98", 15.19cm 0.13", 0.33cm 0.13", 0.33cm 5.98",

Plastic Systems resilient despite market slowdown (flat YoY)

Finalised acquisition of FEA p.t.p., Italian company active in handling and storage of viscous liquid for the food industry¹

Finalised acquisition of ToBaPNC, South Korean company active in plastic powder automation¹

Continued footprint expansion with Piovan Maroc

Completed US facilities relocation, expansion of the Italian site ongoing as planned

Adoption of IFRS 16 for lease accounting with marginal impact in Profit and Loss

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15.19cm

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2.60", 6.60cm

Resilient Plastic, While Food Suffering From Weaker Market Backdrop

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79.0 (63.9%) 72.8 (62.5%) 16.8 (13.6%) 14.8 (12.7%) 21.8 (17.7%) 23.9 (20.5%) 5.9 (4.8%) 5.0 (4.3%) 127.4 118.8 1H FY18 1H FY19 95.4 (77.2%) 95.4 (81.9%) 15.6 (12.6%) 14.1 (12.1%) 12.5 (10.2%) 7.0 (6.0%) 127.4 118.8 1H FY18 1H FY19 Growth YoY -12.2% -7.8% +9.6% -15.6% Growth YoY Plastic Food Service & Spare Parts EMEA Asia South America North America -55.3% +0.1% +12.0%

Indicates other revenue and income (c. €3.9m² of in 2018, €2.3m in 2019)

Revenues by Application (€m)¹ Revenues by Geography (€m)¹

Comments

15.19cm

2.13", 5.41cm

2.60", 6.60cm

BY APPLICATION

• Revenues from Systems affected by headwinds in Food

• 2Q 2019 impacted as expected by negative order intake recorded between Dec-18 and Mar-19 (time lag effect), positive trends observed in 2Q 2019
• Plastic Systems resilient despite market slowdown (flat YoY), on the back of Piovan leading market position
• Service segment up 12% YoY

BY GEOGRAPHY

• Strong and continued momentum in North America:
  • Focus on commercial actions and improved production capacity in the new plant
• Performance in Asia being affected by recent organizational changes and consolidation of the end-markets served
• South America currently being affected by adverse macroeconomic environment
• EMEA affected by weaker performance in Food

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Higher Personnel and Other Costs Offsetting Higher Contribution Margin

5.98", 15.19cm 0.13", 0.33cm 0.13", 0.33cm 5.98",

• Improvement of contribution margin as a % of Revenues offset by higher personnel and other costs, resulting in lower EBITDA and EBIT margin

resulting in lower net income

15.19cm

2.13", 5.41cm

2.60", 6.60cm

volume effect

% of Revenues as a result of Plastic vs. Food mix effect, but decreasing in absolute amount due to lower

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Higher Personnel and Other Costs Offsetting Higher Contribution Margin

5.98", 15.19cm 0.13", 0.33cm 0.13", 0.33cm 5.98",

15.19cm

2.13", 5.41cm

2.60", 6.60cm

Source: Company Information

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Adjusted EBITDA Bridge from H1 FY-18 to H1 FY-19

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15.19cm

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2.60", 6.60cm

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Net Debt Walk from Jun-18 to Jun-19

Jun-18 to Jun-19 Net Debt bridge (€m)

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16 May 2018

\FIRMWIDE.CORP.GS.COM\IBDRO OT\PROJECTS\IBD-LN\STREAMED2018\617274\_1\03. Presentations\03.Pj Parkes - Management Presentation\Graphics\AI\03 Piovan Cover and section pages widescreen.ai \FIRMWIDE.CORP.GS.COM\IBDRO OT\PROJECTS\IBD-LN\STREAMED2018\617274\_1\03. Presentations\03.Pj Parkes - Management Presentation\Graphics\JPG\03 Piovan Cover and section pages widescreen\_Section 02.jpg

Net Debt Walk from Dec-18 to Jun-19

Dec-18 to Jun-19 Net Debt bridge (€m)

5.98", 15.19cm 0.13", 0.33cm 0.13", 0.33cm 5.98",

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Income Statement

€m	1H FY18	1H FY19 Pre IFRS 16	H1 FY19 Reported	Δ% H1 FY18 vs H1 FY19
Sales	123.5	116.4	116.4	(5.7)%
Other sales & other income	3.9	2.3	2.3	(40.8)%
o/w capital gain on asset disposal	1.9	-	-	n.m.
Revenues 1	127.4	118.8	118.8	(6.8)%
Raw materials	(53.1)	(45.7)	(45.7)	(13.9)%
Cost of services	(23.7)	(25.7)	(25.7)	8.5 %
o/w extraordinary IPO costs	(0.4)	(12.0)	(12.0)	2614.0 %
Personnel	(28.0)	(29.6)	(29.6)	5.9 %
Other costs	(2.9)	(3.5)	(2.9)	0.1 %
EBITDA	19.8	14.2	14.9	(25.0)%
Capital gain on asset disposal	(1.9)	-
Extraordinary IPO Costs	0.4	0.2	0.2
Adjusted EBITDA	18.3	14.5	15.1	(17.8)%
% Adjusted Margin	14.6%	12.2%	12.7%
D&A and provisions	(1.6)		(2.6)
EBIT	18.2		12.3	(32.6)%
Finance Income / (Expenses)	(0.0)		(0.2)
Exchange income (expenses)	(0.1)		0.0
Income from equity method investments	(0.1)		(0.1)
Income / loss from change in Fair Value	0.0		(0.1)
EBT	18.0		11.9	(33.6)%
Taxes	(5.0)		(3.4)
% Tax Rate	28.0%		28.1%
Net Income	13.0		8.6	(33.8)%
% Margin	10.2 %		7.2 %
Attributable to Piovan shareholders	12.3		8.5	(31.3)%
Attributable to minority shareholders	0.6		0.1	(80.8)%

5.98", 15.19cm 0.13", 0.33cm 0.13", 0.33cm 5.98",

15.19cm

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Banker's Page Size Request

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Balance Sheet

€m	Dec - 18	IFRS 16 Adj.	Dec-18 Restated	Jun - 19
Property Plant & Equipment	34,5	5,9	40,4	43,6
Intangible Assets (incl. Goodwill)	6,0		6,0	6,4
Financial Assets	0,3		0,3	0,4
Net Fixed Assets	40,8		46,7	50,4
Trade receivable	50,7		50,7	53,7
Inventory	28,0		28,0	26,9
Trade payables	(39,9)		(39,9)	(30,2)
Advanced payments from customers	(12,6)		(12,6)	(12,0)
Contract assets/(liabilities)	1,0		1,0	4,4
Net Trade Capital	27,1		27,1	42,8
Tax receivables	3,5		3,5	3,6
Other current activities	4,2		4,2	4,0
Tax payables	(6,4)		(6,4)	(5,2)
Other current liabilities	(12,2)		(12,2)	(13,8)
NWC	16,1		16,1	31,2
Other Credits	5,0		5,0	5,0
Other Debts	(6,6)		(6,6)	(6,6)
Pension Fund	(3,9)		(3,9)	(4,1)
Net Invested Capital before Option	51,5		57,3	75,9
Put & Call Option	(3,2)		(3,2)	(3,3)
Net Invested Capital	48,3		54,2	72,6
Total Shareholders' Equity	56,8		56,8	57,9
Net Debt / (Cash)	(8,5)	5,9	(2,6)	14,7
Total Sources	48,3		54,2	72,6

5.98", 15.19cm 0.13", 0.33cm 0.13", 0.33cm 5.98",

15.19cm

2.13", 5.41cm

2.60", 6.60cm

Banker's Page Size Request

created template in client

presentation size

Body Text

Background

Table Highlight

Heading Text

Chart 1

Chart 2

Chart 3

Chart 4

Chart 5

Chart 6

Chart 7

Chart 8

Chart 9

Chart 10

Chart 11

Chart 12

215, 224, 245

124, 124, 124

240, 246, 250

210, 211, 230

179, 181, 213

212, 227, 237

242, 247, 251

141, 141, 141

8, 60, 92

5, 99, 193

148, 185, 210

91, 154, 209

47, 118, 171

174, 208, 240

0, 58, 94

222, 235, 246

255, 255, 255

65, 65, 65

Line

Page Setup Width: 33.86cm Height: 19.05cm

Cash Flow Statement

€m	FY 2018	IFRS 16. Adj	FY 2018 Restated	H1 FY19
Adj. EBITDA	38,5			15,1
Recurring Capex	(2,7)			(1,2)
% on Revenues	1,1%			1,0%
Cash generation	35,8			13,9
Cash Conversion %	93,0%			91,8%
Non-Recurring Capex	(9,9)			(4,5)
Disposal	5,2			-
∆ Net Working Capital	(2,1)			(15,1)
Corporate Taxes	(8,0)			(3,4)
∆ Funds	(0,0)			0,2
Non operating Items	(0,6)			(0,5)
Cash Flow from Operation	20,4			(9,4)
Adjusting Items	(4,5)			(0,2)
∆ Put and Call Option	(4,2)			(0,0)
Dividend distribution	(6,0)			(7,7)
Changes in equity	0,6			0,3
Other financial charges	(0,2)			(0,2)
∆ Exchange loss/gain	0,2			0,0
Income from equtiy method investments	(0,1)			(0,1)
∆ Net Financial Position	6,2			(17,3)
NFP BoP	(2,3)			(2,6)
∆ Net Financial Position	(6,2)			17,3
NFP EoP	(8,5)	5,9	(2,6)	14,7

5.98", 15.19cm 0.13", 0.33cm 0.13", 0.33cm 5.98",

15.19cm

2.13", 5.41cm

2.60", 6.60cm

Banker's Page Size Request

created template in client

presentation size

Body Text

Background

Table Highlight

Heading Text

Chart 1

Chart 2

Chart 3

Chart 4

Chart 5

Chart 6

Chart 7

Chart 8

Chart 9

Chart 10

Chart 11

Chart 12

215, 224, 245

124, 124, 124

240, 246, 250

210, 211, 230

179, 181, 213

212, 227, 237

242, 247, 251

141, 141, 141

8, 60, 92

5, 99, 193

148, 185, 210

91, 154, 209

47, 118, 171

174, 208, 240

0, 58, 94

222, 235, 246

255, 255, 255

65, 65, 65

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Page Setup Width: 33.86cm Height: 19.05cm

IFRS 16 Reconciliation

€m	H1 FY19 Reported	IFRS 16 Adj.	1H FY19 Pre IFRS 16
Revenues	118.8	-	118.8
Adjusted EBITDA	15.1	(0.6)	14.5
Net Debt / (Cash)	14.7	(5.4)	9.3

5.98", 15.19cm 0.13", 0.33cm 0.13", 0.33cm 5.98",

15.19cm

2.13", 5.41cm

2.60", 6.60cm

Banker's Page Size Request

created template in client

presentation size

Body Text

Background

Table Highlight

Heading Text

Chart 1

Chart 2

Chart 3

Chart 4

Chart 5

Chart 6

Chart 7

Chart 8

Chart 9

Chart 10

Chart 11

Chart 12

215, 224, 245

124, 124, 124

240, 246, 250

210, 211, 230

179, 181, 213

212, 227, 237

242, 247, 251

141, 141, 141

8, 60, 92

5, 99, 193

148, 185, 210

91, 154, 209

47, 118, 171

174, 208, 240

0, 58, 94

222, 235, 246

255, 255, 255

65, 65, 65

Line

Page Setup Width: 33.86cm Height: 19.05cm