Private Equity Holding AG — AGM Information 2013

Jul 4, 2013

Private Equity Holding AG

16th Annual General Meeting

Zug, 4th July 2013

Dr. Hans Baumgartner Chairman of the Board of Directors

Dr. Peter Derendinger CEO Alpha Associates AG

• 1. Welcome
• 1. Approval of the annual report, the consolidated financial statements and annual financial statements for the financial year 2012/2013
• 1. Discharge of the Board of Directors
• 1. Elections to the Board of Directors
• 1. Election of the Auditors
• 1. Distribution from capital reserves
• 1. Capital decrease by cancellation of registered shares
• 1. Miscellaneous

Private Equity Holding AG

Agenda Item 1

Welcome by the Chairman

Presentation

Solid performance of the portfolio in the financial year 2012/2013 despite difficult market conditions and a volatile FX environment	 Profit of EUR 18.8m  NAV increased by 11.4% per share
Selective new investments	 Investindustrial V (EUR 5m)  ABRY Senior Equity IV (USD 5m)  Carmel Software Fund (Secondary)  Aston Martin (EUR 3m Co-Inv)(April 2013)
Positive cash flow from the portfolio (EUR 25.4m)	 25 realisations in the portfolio  Already several realisations in the new portfolio
Acquisition of treasury shares through market making	 177'105 TS were acquired for EUR 6.8m
Continuation of distribution policy	 Distribution of CHF 2.25 per share  Dividend Yield ≈ 4%

Highlights in the Financial Year 2012/2013 (2/2)

Strong balance sheet

• Open commitments decreased by 57% despite selctive new investments (31.03.2010 - 31.03.2013)
• Over-commitment ratio* decreased from 33% to 16%

* Overcommitment = (unfunded commitments - net current assets) / (non-current assets - non-current liabilities).

EUR 1,000	31.03.13 Notes	31.03.12
Assets
Current assets
Cash and cash equivalents	5,955	2,834
Receivables and prepayments	536	563
Total current assets	6,491	3,397
Non-current assets
Financial assets at fair value through profit or loss	202,216	202,582
Total non-current assets	202,216	202,582
Total assets	208,707	205,979
Liabilities and equity Current liabilities
Payables and other accrued expenses	1,489	457
Total current liabilities	1.489	457
Non-current liabilities
Bank borrowings		4,510
Total non-current liabilities		4,510
Total liabilities	1,489	4,967
Equity
Share capital	14,248	14,248
Share premium	100,779	105,061
Treasury shares	(13, 191)	(6, 301)
Retained earnings	105,382	88,004
Total equity	207,218	201,012
Total liabilities and equity	208,707	205.979

Minor differences in totals are due to rounding.

1

Consolidated Income Statement

		$01.04.12 -$	$01.04.11 -$
EUR 1,000	Notes	31.03.13	31.03.12
Income
Net gain from financial assets at fair value through profit or loss		25,448	15,549
Interest income			8
Dividend income
Foreign exchange gains/(losses)		51	(400)
Other income		69	731
Total income		25.571	15,888

Expenses
Administration expenses	5,534	3,937
Corporate expenses	1,110	1,084
Transaction expenses	43	176
Interest expenses on bank borrowing	98	134
Total expenses	6.785	5,331
Profit/(loss) from operations	18.786	10,557
Income tax expenses
Profit/(loss) for the period attributable to equity holders of the
company	18.786	10.557

Other comprehensive income
Other comprehensive income/(loss) for the period, net of income tax
Total comprehensive income for the period attributable to equity
holders of the company	18.786	10.557

Monthly Development of Net Asset Value 01.01.07 – 31.05.13 (EUR)

		Share Price (EUR)					NAV (EUR)
Monthly NAV Net Returns (incl distr)	Jan	Feb	Mar	Apr	May	Jun	Jul	Aug	Sep	Oct	Nov	Dec	PEH ytd	PEH since 1.1.07
2013	-0.4%	5.2%	2.3%	-1.8%	2.1%								7.6%	60.8%
2012	-0.3%	0.3%	0.8%	0.2%	5.1%	-0.6%	1.6%	-1.3%	-1.6%	-0.7%	0.9%	-0.4%	4.0%	49.5%
2011	0.1%	-0.8%	2.0%	-3.0%	5.1%	-0.4%	2.1%	-3.8%	3.8%	-1.1%	1.0%	1.8%	6.7%	43.7%
2010	2.4%	2.7%	-0.3%	0.6%	4.1%	2.2%	-5.0%	0.1%	-2.7%	-0.3%	4.3%	0.5%	8.8%	34.8%
2009	3.4%	-1.7%	-8.0%	-0.1%	-3.6%	-1.2%	-0.1%	0.5%	3.5%	-0.6%	4.7%	4.0%	0.1%	23.9%
2008	-0.8%	-0.7%	6.3%	0.6%	-0.1%	0.2%	0.2%	0.4%	1.2%	1.7%	-1.5%	-7.3%	-0.3%	23.8%
2007	0.6%	-0.5%	11.7%	0.4%	0.1%	4.7%	0.9%	2.6%	6.5%	-1.5%	-0.2%	-2.7%	24.1%	24.1%
	average return per month 0.7%				positive months				44
last 12 months					5.3%					negative months				33

8

Published NAV is Reliable Realized Values 01.04.2010 - 31.03.2013

• Over thirty-six months realised values at the time of exit were substantially higher than the fair values reported six and twelve months prior to the corresponding exit (including write-offs!)
• This applies to both investments denominated in USD (blue) and EUR (red); it is noteworthy that fair values calculated by European fund managers were generally more conservative than those calculated by US fund managers

9

Relative Performance (PEHN) 01.01.07 – 31.05.13 (EUR)

Outperformance PEHN vs. LPX-50 PE-Index:	95.8%
Outperformance PEHN vs. MSCI World Index:	78.4%

PEH's Corporate Objectives Higher Share Price – Lower Discount

Long-Term Growth	NAV Accretion	Regular Yield
Selective	Purchase of
New Investments	Treasury	Annual
Risk	Shares	Distri
Diversification	(in case of market imbalances; market making)	bution

Sufficient Free Cash Flow

New Investments for long term Growth Fund Investments by Alpha Associates

	Europe and CEE	US	Focus on:
Buyout	Alpha CEE II Bridgepoint IV Capvis III Industri Kapital 2007 Investindustrial IV Investindustrial V Milestone 2007 & 2008	ABRY Partners VI ABRY Partners VII Avista Capital Partners (aged primary) Avista Capital Partners II Warburg Pincus (global expansion capital)	Mid-Market Buyout Special Situations
Venture	Index Growth II Kennet III	Institutional Venture Partners XI Institutional Venture Partners XII Institutional Venture Partners XIII	Secondaries
Special Situations / Secondaries / Distressed	Alpha Russia & CIS Secondary Carmel Software Fund (secondary) DB Secondary Opportunities Fund A DB Secondary Opportunities Fund C EAC (secondary) Renaissance Ventures (secondary) 17 Capital Fund (mezzanine for secondaries)	ABRY Advanced Securities Fund ABRY Senior Equity IV Francisco Partners I (secondary) MPM BioVentures OCM European Principal Opportunities Fund II OCM Opportunities VII OCM Opportunities VIIb WLR Recovery Fund IV	Distressed Funds Selective Co-Investments Expansion into
Direct Co Investments	Aston Martin Actano	Enanta Pharmaceuticals	CEE & Russia

Strong Performance of New Fund Investments Significant Distributions Despite Young Age

(in EUR m since Inception, i.e., largely since Q1-2007)

TVPI = Total Value / Paid In DPI = Distributed / Paid In RVPI = Residual Value / Paid In

Portfolio as of March 31, 2013 Diversification

14

Portfolio as of March 31, 2013 Concentration Analysis

Portfolio as of March 31, 2013 Concentration Analysis

Example "Bartec" Indirectly through Capvis III

• The BARTEC Group employs over 1,600 people and is one of the world's leading providers of innovative safety technology with a turnover of almost EUR 300m.
• Capvis bought Bartec in summer 2008. Since then the company has performed very well and almost doubled its adjusted EBITDA.
• Capvis' strategy comprised improving the sales network, add-on acquisitions, the transformation of the business from a component supplier to a systems and solutions provider and developing new markets.
• Bartec was successfully sold to Charterhouse in summer 2012 resulting in a multiple of 3.1x and an IRR of 33%.

Example "Aston Martin" (April 2013) Indirectly through Investindustrial V and Co-Investment

• Aston Martin was founded in 1913 and is one of the most exclusive sports car brands in the world.
• Investindustrial together with co-investors acquired 37.5% of the company through a capital increase. PEH invested EUR 3m.
• This investment offers the opportunity to invest in a leading sports car manufacturer with a very strong brand and to profit from its growing target clientele and the expertise of an experienced and strong investor.
• In order to grow the company, investors have a long term plan including the expansion of its customer base, the introduction of new models as well as the renewal of existing products.

Approval of the annual report, the consolidated financial statements and annual financial statements for financial year 2012/2013

The Board of Directors proposes to approve the annual report, the consolidated financial statements and annual financial statements for the financial year 2012/2013, and carry forward the balance sheet surplus of CHF 96.059 million.

Discharge of the Board of Directors

The Board of Directors proposes that discharge be granted to its members for the financial year 2012/2013.

Elections to the Board of Directors

The term of the current Board of Directors ends with this Annual General Meeting.

The Board of Directors proposes to re-elect the current members

• Dr. Hans Baumgartner, Dr. Hans Christoph Tanner, Martin Eberhard und Bernhard Schürmann

for another one year term ending at the next Annual General Meeting. A.Studer does not stand for re-election.

Mantra Investissement SCA proposes to elect Mr. Fabrice Moyne, born 1979, French citizen, to the Board of Directors replacing Arnaud Studer. The Board of Directors does not support this proposal.

Election of the auditors

The Board of Directors proposes to re-elect KPMG AG, Zurich, as statutory auditors for another one year term.

Distribution from capital reserves

The Board of Directors proposes:

• A capital reduction by way of distributing CHF 2.25 per registered share from capital reserves;
• To determine that the claims of the creditors can be fully met following the capital reduction based on the special audit report by KPMG AG issued in accordance with article 732 para. 2 of the Swiss Code of Obligations.

Capital decrease by cancellation of registered shares

The board of directors requests:

• The cancellation of 375,000 registered shares that were acquired over the last years as treasury shares on the SIX Swiss Exchange;
• and to reduce the share capital by CHF 2,250,000 accordingly against the paid-in surplus reserve built in connection with the acquisition of treasury shares
• And to assert that all claims by creditors are covered after the capital reduction pursuant to the special audit report by KPMG AG pursuant to ART 732 Abs. 2 OR, and
• To amend ART 3 of the Articles of Association as follows:

"Das Aktienkapital der Gesellschaft beträgt CHF 20,550,000 und ist eingeteilt in 3,425,000 Namenaktien mit einem Nennwert von je CHF 6.00. Sämtliche Aktien sind voll einbezahlt."

Private Equity Holding AG

Agenda Item 8

Miscellaneous

Private Equity Holding AG

Thank you for your attention!