Major Private Equity Deals in Greece An

Major Private Equity Deals in Greece – An Exception or a Trend? 6 th International Venture Capital Forum Athens, 14 June 2005 Nikos Stathopoulos BC Partners

Agenda

BC Partners Substantial resources < BC Partners is one of the largest private equity firms in Europe - The BCEC VIII funds recently raised € 5. 8 bn representing Europe’s largest LBO fund The BCEC VII funds have committed capital of € 4. 3 bn Credibility with sellers and intermediaries for large acquisitions < Over € 11 bn raised in eight funds - From blue chip pension funds and insurance companies who have reinvested over 17 years For equity investments No geographical or sector constraints < 57 investments to date in acquisitions with an aggregate transaction value of € 33 billion - average size: € 570 m over 17 years since 1997: € 1. 2 bn

BC Partners resources (€m) Substantial

BC Partners resources Substantial * Apax Fund includes € 1. 5 bn for start-up and early stage investments

BC Partners ambition A distinctive approach and < Established in 1986 - Long track record of successful acquisitions Well established franchise and team across Europe Independence guarantees discretion and reliability Excellent reputation < Our goal: acquiring and developing large European-based businesses in partnership with management - In a wide range of industry sectors Holding strong competitive positions With sustainable opportunities for growth and cash generation … and good defensive characteristics in an economic down cycle

BC Partners ambition A distinctive approach and < We facilitate changes in business ownership and direction: - - - Family successions (Elis, Grohe, Interpump, …) Divestments by big groups (Nutreco, Neopost, Brembo, Polyconcept, Galbani…) Support for growth (Elior, Teknon…) Public to Private (Grohe, KTM, Mark IV Industries, Sanitec, …) Privatisations (SEAT) Exit of financial sponsors (Neopost II, General Healthcare Group, Baxi, …) Sector consolidation (Aviagen, …) < In partnership with management - High quality relationships Which often last beyond the time-frame of our investment

BC Partners ambition A distinctive approach and < A truly European team - Hamburg, London, Milan, Paris, Geneva Equal weight and influence of all offices 40 investment professionals Managing Partners have been working together for over ten years on average Previous experience as CEO’s, strategy consultants or investment bankers Staffed with local nationals in each country, with a common European mind-set < One fund, one team, common values - Deeply rooted in local markets Joint decision making and mutual support Cross-border teams Wide sharing of industrial and financial know-how

Agenda

Summary overview of TIM Hellas < TIM Hellas was established in 1992 and was the first company in Greece to be granted a GSM license < The Company initially operated under the brand Stet Hellas but re-branded as TIM Hellas in 2004 < In 1997, TIM Hellas became the pioneer provider of pre-paid telephony services in Greece < In 1998, TIM Hellas was listed on NASDAQ and Euronext Amsterdam thus becoming the first Greek mobile company to be listed in an international exchange < The Company achieved the 1 million subscriber milestone in 1999 < TIM Hellas was awarded a UMTS license in 2001

Summary overview of TIM Hellas (Cont’d) < As of March 31, 2005 TIM Hellas reported a subscriber base of 2. 3 mm, of which 65% were pre-paid customers < At present TIM Hellas is one of the 4 providers of GSM mobile services in Greece and one of the 3 operators licensed to provide UMTS services < The GSM and UMTS network covers 98% and 29% respectively of the Greek population < The principle service offering for the Company includes voice, network access and value added services to both pre-paid and contract customers

Summary overview of TIM Hellas Key Data Market shares as of Q 1 2005

TIM Hellas – Transaction Summary < On April 4, 2005, Apax Partners and Texas Pacific Group announced that they had reached a conditional agreement with Telecom Italia Mobile (“TIM”) to acquire TIM’s 80. 87% stake in the Greek wireless operator TIM Hellas for a firm value of € 1. 6 bn < The acquisition values TIM’s stake at an equity value of € 1, 114 mm - The offer price is equivalent to a share price of c. € 16. 4, representing a premium of 17. 6% to TIM Hellas’ average ADR price over the last 6 months < TIM Hellas is a landmark transaction - First leveraged buyout of a European wireless operator Largest foreign direct acquisition of a Greek company Largest ever Greek LBO

Overview of TIM Hellas’ trading activity $ $ Day of announcement, April 4, 2005 Implied offer price: $21. 2¹ Feb-15: Rumour of potential sale of TIM Hellas first reported in press Offer premia One day prior: Pre speculation: 9. 4% Average 6 months: Source: Datastream, Bloomberg ¹Offer price based on FX rate of € 1 = $1. 2914 2. 4% 17. 6%

Initial Market Reaction Broker Comments “We consider the declared intention of the private equity consortium to offer minorities € 16. 43 per share in cash an attractive offer. . . The most significant downside risk at this point is that the tender offer does not complete. On the other hand, if the tender offer completes, the share price would rise above our target price. The transaction implies. . . only a 14% and 1% discount to its peers, respectively (EV/EBITDA ‘ 05 and P/E ‘ 05). ” Smith Barney April 4 “This price is a 2% premium to Friday’s close price and. . . we are downgrading our rating to IL/N given the proximity of the current share price to the offer. ” Goldman Sachs April 4 “We anticipate a successful offer and. . . move our recommendation to Hold and target price to USD 21. 20, based on the offer price. ” DKW April 4 Press Coverage “This is considered a positive development, since the separation of TIM Hellas from decision makers in the Italian multinational will benefit the company with more flexibility. . . It is noted that TIM’s profits and cash flow will be stronger, by not having to pay annual management fees to Telecom Italia. Analysts believe that TIM will not take any actions leading to a price war, especially if is considering listing to ASE. ” Eleftherotypia, April 5 “This is the first ever Leveraged Buyout agreement in Greece. . . The acquisition means changes in the overall Greek mobile telecommunications market. . . Mr. Kominakis, managing director of TIM Hellas said that this is also a message of confidence in the Greek economy and that trust in the company’s management is a strong motive for further development. ” Kathimerini, April 5 “It signals another exit of an international company from the Greek market, but at the same time the first appearance of American private equity funds in Greek telecommunications market. ” TA NEA, April 5 “It is not even unlikely that the new management decides to extend operations beyond mobile telecommunications. This most probably will change the landscape in Greek telephony. ” Kerdos, April 5

Challenges of executing a large LBO in Greece < Availability of leverage - Size of the transaction too big to be absorbed by local banks only = - Need for International banks and local banks Limited number of precedent public to private transaction in the Greek market = Bank community required education < Regulatory approvals - - First ever acquisition of Telecom business, in particular transfer of licence Cash merger was for the first time ever executed in Greece Municipality approval needed < Management education - - Management team usually not familiar with use of leveraged balancesheet to drive value creation First transaction where management team is properly incentivised by equity participation to deliver on the business plan

Agenda

Can there be more LBO transactions in Greece? < Need a willing seller and a willing buyer < Private Equity firms are willing buyers of European assets - Significant funds available for European acquisitions < Greek companies should consider selling to Private Equity firms - Sector experience, relationships Analytics, lateral thinking Focus on shareholder value creation: profit growth Owner/manager mentality Understanding of equity markets Experience of acquisitions and divestments