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Strictly private and confidential

ASK Presentation
© ASK, June 2009
Index
1. ASK, S.A.
i. Overview

ii. Organizational Structure

iii. Mission

iv. Technical Expertise

2. Core Business Areas

3. Differentiation

4. Team

5. Track Record

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© ASK June 2009
1. ASK, S.A.
i. Overview
ASK – Advisory Services Kapital is a financial boutique, born in the end of 2006, which covers a wide range of
financial services focusing in Corporate Finance, Private Equity/Venture Capital and Real Estate.

ASK’s shareholder structure is composed by institutional investors (ISQ) and private investors, pointing out the
project founders - Jaime D’Almeida (JA), Francisco Fino (FF), José Paulo Parreira do Amaral (JPPA), Nuno Fernandes
Thomaz (NFT), Nuno Miranda (NM) and João Beirôco (JB)

ISQ is a private and independent technological entity founded in 1965 with more than 1,000 employees and a
turnover of about € 70M

The private investors have an extensive network and knowledge of the Portuguese enterprises as well as a
wide experience in the investment banking sector, both in Portugal and abroad

Recently, a new set of investors have entered in ASK shareholding structure.

FF / JPPA JA / NM NFT / JB
New Shareholders
• Henrique Granadeiro
• Grupo Pinto Basto
• Jorge de Mello
• Carvalho Martins/Vinhas
• Grupo JRI
• Grupo Nova Expressão
• (…)

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© ASK June 2009
1. ASK, S.A.
ii. Organizational Structure

Jaime d’Almeida Non-Executive


José Maria Dias Miranda

Board Members Francisco Fino


José Paulo Parreira do Amaral
Nuno Fernandes Thomaz Executive
Nuno Miranda
João Beirôco

Pedro Soares David Sérgio Pena Dias Frederico Ressano Garcia


Diogo Torrado João Bourbon Ricardo Quaresma
Ana Pinto Francisco P. Gama
Nuno Lopes Raquel Silva
Tiago Fonseca

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1. ASK, S.A.
iii. Mission

Provide high quality financial advisory, based on ISQ’s technical


expertise, to Portuguese firms and in all sectors

LEADER IN
To carry on the activity through an innovative and professional business
THE MIDDLE
model, maximizing and optimizing the financial perspective, which
MARKET
effectively promotes the accomplishment of the projects
SEGMENT
PROVIDING
Promote the Portuguese economic development by supporting INDEPENDENT
SME’s, entrepreneurs, and dynamic projects with high growth FINANCIAL
potential ADVISORY

Support internationalization of the Portuguese economy through


Spain, Brazil, Angola and eastern Europe

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© ASK June 2009
1. ASK, S.A.
iv. Technical Expertise

ISQ’s main sectors of activity ISQ’s most relevant services

Oil, chemical and petrochemical industries  Inspections and Technical Assistance


 Non-destructive tests
Energy production
 Electrical equipment installations
Public and civil works  Maintenance and Structural Integrity
 Project Revision
Pulp and paper industry
 Metal and Concrete Structures
Road and rail Infrastructures  Metrology
 Integrated Management Systems
Water and sewage
 Industrial safety and Hygiene
Aerospace industry  Environment and Energy
 Production and components technology
Agro-feeding industry
 Logistics and process and raw materials flow
 Professional training
 Research and development

ISQ has a strong local presence abroad, namely in Spain, Brazil, Angola and China, following
Portuguese and worldwide recent economic trends regarding internationalization

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© ASK June 2009
Index
1. ASK, S.A.

2. Core Business Areas


i. Private Equity / Venture Capital

ii. Corporate Finance

iii. Real Estate

3. Differentiation

4. Team

5. Track Record

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© ASK June 2009
2. Core Business Areas

Private Equity / Venture Capital

The unit of Venture Capital / Private Equity currently manages a fund - ISQ
Capital de Risco – of € 7,15 M, with a portfolio of 15 companies.

The first fund is focused on technological and/or innovative companies.

ASK’s goal is to launch a new fund, until the end of 2009, with similar
characteristics to the first fund, looking to answer to the demand in the area of
the early stage financing.
1st Fund: € 7,15 M
Additionally, ASK launched the fund Brasil Sustentável, focused in companies
with high growth and valorization potential in Latin America, in sectors such as
Tourism, Logistics, Residential and agriculture, possibly including a real estate
component.

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© ASK June 2009
2. Core Business Areas
i. Private Equity / Venture Capital

COMPETITIVE ADVANTAGES

2
1 Capacity to
The working logic of the Fund and its Deal Flow Evaluate
Opportunities
main competitive advantages are based
on the unique value chain that ASK
succeeded to implement, as well as
ISQ’s deep and diversified knowledge in
many areas 5
Effective Support 3
to Portfolio Financial and
The valuation of investment
Companies and Legal Structuring
opportunities is more effectively made Management of Transactions
by ISQ’s technical expertise
4
ISQ’s vast network of technical and Capacity for
commercial contacts is made available Portfolio
Management
to the fund portfolio companies

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© ASK June 2009
2. Core Business Areas
i. Private Equity / Venture Capital

FUND PORTFOLIO COMPANIES

* 1st successful exit: trade sale to an irish multinational in November 2007

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© ASK June 2009
2. Core Business Areas
Corporate Finance

ASK Corporate Finance renders services of financial support and structures


funds and alternative investment vehicles.

This business area includes a broad set of financial advisory solutions, namely:

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© ASK June 2009
2. Core Business Areas
ii. Corporate Finance

OUR VALUES
Accuracy
Strong technical knowledge and analytical capacity Focused on clients and their objectives

Teamwork experience, management and coordination


of other consultants (legal, auditing, technical, etc.) Know-how, technical
expertise, coordination
Acknowledged know-how in several economic sectors and broad experience Recognized
Discretion discretion,
exemption and
Trustworthiness, reliability and renown professional confidentiality
capacity
Absolute confidentiality Independence
from other
Independence economic
Complete independence from related interests groups

Commitment / Approach Total


Total commitment in all obligations to clients commitment to
projects until
Capacity to engage
Network completion
local and
Broad network of professional relations international
partners
Personal, institutional, national and international
network

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© ASK June 2009
2. Core Business Areas
ii. Corporate Finance

MAIN SERVICES

Mergers, Acquisitions and Sales Capital Increase and Fund Raising Leverage Finance
Services

 Transactions of companies or assets  Promoting liquidity  Acquisitions with high levels of debt
 Cross-border Transactions (LBOs)
 Raising equity in financial and strategic
 Strategic Partnerships and Joint partners  MBOs / MBIs
Ventures

 Collection and preparation of documents and required information for presentation and  Preparation of documents for analysis
analysis of the Transaction and presentation of the operation
 Identification, selection and contact potential investors  Selection of the financial structure

 Selection of the Transaction’s financial structure  Identification, selection and contact


Scope of Works

private equities and banking institutions


 Advisory to the senior management, preparing presentations and contacting investors
 Advisory in the negotiation of the
 Definition of the most adequate negotiation strategy and support in the negotiation of the
acquisition terms, negotiations with
terms of acquisition/sale
private equities (management deal,
 Coordination of the due diligence process shareholder agreement, etc) and with
banking institutions
 Supervision of the agreement protocols, as well as all other proceedings and formalities
required to the conclusion of the Transaction  Support in the due diligence process
and in closing.

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© ASK June 2009
2. Core Business Areas
ii. Corporate Finance

MAIN SERVICES

Valuation / Investment Projects Debt Advisory Investment Funds Structuring


Services

 Valuation of companies, assets or  Raising of debt  Advisory in structuring alternative


investment/divestment projects investment funds, namely real estate
 Restructuring and refinancing debt
assets among others, whose
 Structuring Investment Projects
 Structuring financing performance may be independent from
 Support to internationalization financial markets

 Collection and critical analysis of the  Drawing the optimal capital structure,  Structuring a business model, corporate
required financial data for the according to the cash flows expectation governance and establishment of a
development of the valuation work and available financing sources functional logic between the fund, the
investors and the management team
 Development of the Business Plan  Identification, selection and contact
Scope of Works

potential banking institutions  Development of a Business Plan


 Estimate valuation gap through the
application of internationally recognized  Negotiation of financing conditions  Preparation of documents to present to
valuation methodologies potential investors
 Valuation and investment reports  Selection and contact investors

 Support in the financial closing

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© ASK June 2009
2. Core Business Areas

Real Estate

ASK Real Estate is focused exclusively in the Portuguese Real Estate


sector, addressing the activity of advisory to real estate projects.

We advise the development of real estate projects, in financial structuring


and fund raising, validation and structuring of real estate projects, as well
as fund raising (equity and/or debt) for the development of projects.

We joint a broad experience and a deep knowledge of the real estate


market and our goal is to provide advisory services and to structure
investment projects.

We have an integrated supply, being present in the Brazilian and Angolan


Real Estate markets, exploring synergies from the presence of ASK in
those countries.

Already in 2009 ASK Real Estate acquired 50% of First Reit AM, a Real
Estate Fund Asset Manager, puting pen to paper on a partnership with
MOBISER.

Through this partnership we combine MOBISER’s wide expertise and a


deep knowledge in the Real Estate market, with ASK’s strong focus in
rendering financial advisory and investment projects structuring services.

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© ASK June 2009
2. Core Business Areas
iii. Real Estate
MAIN SERVICES
Real Estate Projects’ Structuring
Business Plan’s valuation, including commercial and financial dimensions;
Business Plans’ development, selecting business partners either strategic and/or financial;
Monitoring the projects’ evolution.

Real Estate Projects Financing


Development of financial models for financing;
Project’s financial structuring as well as analysis of the best funding sources;
Negotiation of financing conditions.

Fiscal Optimization
Analysis, organization and execution of the most adequate fiscal structure for the Real Estate project.

Structuring Real Estate Investment Funds & Vehicles


Development of a business model structure, establishing a functional relation between the investors and
the fund;
Business Plan development;
Preparation of documents and presentations for potential investors.

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© ASK June 2009
2. Core Business Areas
iii. Real Estate
First Reit AM, Sociedade Gestora de Fundos de Investimento Imobiliário S.A.

- Financial Know-How
- Venture Capital
- Corporate Finance

- Real Estate Know-How


- Financial Advisory
- Present in the Real Estate
- Equity & Debt Raising market as an investor for 30
years

- Real Estate Asset Management


- Real Estate Projects Advisory
- Asset Management

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© ASK June 2009
Index
1. ASK, S.A.

2. Core Business Areas

3. Differentiation
i. Culture

ii. Competitive Advantages

4. Team

5. Track Record

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© ASK June 2009
3. Differentiation
i. Culture

High level of motivation and commitment to the


success of the project on the part of all executives
following one common profile:
academic excellence
open mind
entrepreneurial and creative attitude
working commitment
communication skills
international financial culture

Main assets: People and Brand

Friendly atmosphere, stimulating yet


responsible – breaking away from
investment banking clichés

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© ASK June 2009
3. Differentiation
ii. Competitive Advantages

Direct relationship with the executing partners from beginning to end, with a high level of commitment to
results

Combination of ISQ’s technical excellence in several sectors and quality financial advisory

Global solution, management and coordination of all interlocutors – company/client, consultants (financial,
auditing, legal, technical)

Business model focused on the middle market, entrepreneurs and companies with high growth
potential

Management team composed by a shareholding structure that incorporates some of the best professionals
in the sector, highly committed, and allowing future stability

Commitment to success by means of a remuneration system linked to the clients’ success, converting
us into client’s partners

Entrepreneurial culture of ASK’s shareholders lined-up with our clients and their needs

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© ASK June 2009
Index
1. ASK, S.A.

2. Core Business Areas

3. Differentiation

4. Team
i. Experience

5. Track Record

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© ASK June 2009
4. Team
i. Experience
Jaime d’Almeida – Chairman

He is currently a Board Member at Media Capital and Chairman of the Associação Portuguesa de Seguradores (insurance
companies association). He was also founder of Ibersá.
Has 40 years of international experience in business administration, in London, New York, Zurich and Portugal and headed
MDM (now Deutsche Bank) and Fiesco (AIG Group) projects. He was also CEO of Império Seguros, Vice-President at José
de Mello Group and Board Member at Banco Mello, Seguros e Pensões Gere, PT Comunicações and Bertrand Group.
Holds a B.A. in Law from Universidade Clássica de Lisboa.

José Maria Dias Miranda – Vice - President

He is the CEO of ISQ – Instituto de Soldadura e Qualidade (since 2002) and Fiscal Board Member of Tagusparque (since
1996).
Has a broad experience in engineering and management with a strong track-record through Controlauto (CEO from 1994-
2000 ), ISQ (Managing Director from1985-2002), Metaldin - Soc. Desenvolvimento Indutrial (Manager from1979-1980). He
was also responsible for the inspection of the Sines Refinery construction (Welding Institute) and Industrial Director of Moalis.
Between 1967 and 1984, he was Professor and Assistant Professor at Torres Vedras Industrial and Commercial Scholl and at
Instituto Superior Técnico.
Holds a BSc. in Mechanic Engineering from Instituto Superior Técnico and a Companies Board Management Programme at
AESE/IESE (Lisbon).

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© ASK June 2009
4. Team
i. Experience
Francisco Fino – Board Member

Until June 2006 was a Board Member at Orey Financial and is a Board Memeber of Jayme da Costa S.A., Marpe, S.A. and
Work Media, S.A.
Has a strong track-record in Asset Management and Private Banking, with experiences as Manager of Carnegie
Portugal,Sociedade Gestora de Patrimónios, CEO of Tottagest,SA. and Manager of Private Banking for Manufacturers
Hanover (Portugal).
He was also CEO of SOCI, Sociedade de Comunicação Independente, S.A.
Holds a M.A./MBA Columbia University; M.A., Institute of High International Studies, University of Geneva .

José Paulo Parreira do Amaral – Board Member


Until June 2006 Board Member at Orey Finantial.
Has a large experience in Asset Management and Private Banking , with proven experience at Carnegie Investimentos –
Sociedade Gestora de Patrimónios and Gerigeste/Tottageste – Sociedade Gestora de Patrimónios as Manager. Also led the
Private Banking Division implementation and development of Lloyds Bank in Portugal (1989).
He was also Board Member at Emparque – Empreendimentos e Exploração de Parqueamentos SA.
Holds a M.A. in Law, University of Lisbon; BSc.in Management, ESOCT.

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© ASK June 2009
4. Team
i. Experience
Nuno Fernandes Thomaz – Board Member
He was recently a Member of the XVI Constitutional Government as Secretary of State for Maritime Affairs. Currently is a
Board Advisor at AON. Portugal.
Has a wide experience in Investment Banking, both in Portugal and abroad. He was CEO at Orey Financial, Vice-President of
Banif- Ascor, Founder and Managing Director of Banif Investment Bank, (Private Banking/Corporate Banking), Manager of
Banco de Negócios, Argentária, Board Member at Titulo – Sociedade Correctora Grupo Finibanco and Trader at BCI Valores
(Santander Group).
He was also Board Advisor of Dalkia SGPS (Vivendi Group).
He has a strong international experience as In-Charge of Southern European Markets at Carnegie London.
Holds a BSc. in Business Administration, ISG, Post-Graduate Degree, Harvard Business School.

Nuno Miranda – Board Member

He is currently a Board Member of ISQ Capital de Risco.


With 10 years experience in financial consulting advising, he was the founder of Ibersá.
He was previously Associate of Banco de Negócios Argentária and Finibanco in the areas of Corporate and Project Finance.
He was also a Manager of First Portuguese Group, being responsible for the Corporate Finance, Marketing and New
Businesses, where he conceived, developed and structured an investment fund of unique characteristics.
Holds a BSc. in Management, Universidade Católica Portuguesa.

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© ASK June 2009
4. Team
i. Experience
João Beirôco – Board Member

With more than 9 years of professional experience in several areas of consulting and financial advisory, namely M&A
assignments, privatizations, re-structuring, equity fund raising as well as companies and projects valuation.
Before joining ASK, he was Manager of the M&A Division at Banco Efisa (2006/00), and formerly was a Financial Analyst in
the Structured Finance area of the Corporate Division at BES (2000), and in the Corporate Finance Division at BNP Paribas in
Lisbon (1999)
Holds a BSc. in Organization and Management, ISCTE.

Frederico Ressano Garcia – Board Member

He was recently Director of the division of Mortgage Banking of BBVA Portugal and formerly was Director of the capital market
of BBVA Portugal as well as responsible for Argentaria Valores – Soc. Fin. de Corretagem (1998-2002). He also worked for
Banco Finantia (1994-98), where he was Director of the the divisions of Capital Market and Private Banking.
He enrolled several courses of Financial Management at the Universities of Stanford, Wharton and IESE. He holds a BSc. in
Management from Universidade Católica Portuguesa.

Sérgio Pena Dias – Board Member

With more than 20 years of professional experience in multinational and national companies in several segments of the
market, like Technology, Information Systems, Health, Environment and Services, he was, before joining ASK, Global Vice-
President Operations of MIPS Technologies, CFO and Executive Vice-President of Chipidea, SA, CEO and President of the
Board of Timestamp – SI, SA, Board member of the Group RD – Rede de Diagnóstico, SA, President of the Board of OON –
Recycling Solutions, SA, Manager and Financial Director of Oracle Portugal, Assistant Controller & Credit Manager of Data
General Portugal and Account Manager at Banco Português do Atlântico.
He holds a BSc. in Economics from Universidade Católica Portuguesa, a Post-graduation in Management from the University
of Edinburgh and a MBA from ENPC of Paris.

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© ASK June 2009
4. Team
i. Experience
Pedro Soares David – Corporate Finance Manager

Has more than 6years of professional experience in financial advisory, equity fund raising, M&A, valuation and financial
restructuring projects.
Before joining ASK, he worked as Deputy Director at Banco Finantia (2007) and Associate at Banif Investment Banking
(2002/2007) both in the Corporate Finance division. In between Banif’s experience, he was invited to work as Financial
Advisor for the Sea Affairs Secretary of State (2004/2005) being responsible for the shipbuilding and ports industries.
Holds a Post-Graduation in Finance and a BSc. in Business Management from Universidade Nova de Lisboa; He has also a
Business Analysis & Valuation course by London School of Economics.

Ricardo Quaresma – Real Estate Manager

He has more than 9 years of professional experience in the financial area, having been 7 years at Millennium Bcp. Before
joining Ask, he was responsible for the area of Real Estate Promotion in the South of Portugal for BBVA.
With juridical background from Universidade Autónoma de Lisboa, he has also several specializing courses in Capital
Markets, Management and Finance, as well as a specialization in Management and Finance in Real Estate, lessened by ISEG
and Lawyers’ Order.

Diogo Torrado – Corporate Finance Manager

He has more than 7 years of professional experience in financial advisory, equity fund raising, M&A, valuation, private equity
and financial restructuring projects.
Before joining Ask, he worked as Senior Associate at KPMG (2008) at the division of restructuring services and as Assistant
Director at Banif – Banco de Investimento (2007), at the division of Private Equity. Before, he was financial analyst at the
division of mergers and acquisitions of Banco Efisa (2003/06) and auditor at Deloitte (2002).
He holds a MSc. in Finance from ISCTE and a BSc. in Economics from Universidade Nova de Lisboa.

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© ASK June 2009
4. Team
i. Experience
João Bourbon – Private Equity Assistant Manager

Has 5 years of professional experience in Financial Advisory , M&A assignments, Equity Fund Raising as well as evaluations
of companies and projects.
Before joining ASK, he was Associate at the M&A Division at Banco Efisa (2007/05).
Degree in Business Management from Universidade Nova de Lisboa; Business Analysis & Valuation course by London
School of Economics.

Ana Pinto – Corporate Finance Assistant Manager

Has 6 years of professional experience in several areas of financial advisory, namely Project Finance projects, Public and
Private Partnerships schemes and Leveraged Finance.
Before joining ASK, she was Analyst at the Project Finance Division at Banco Efisa (2007/03).
Holds a Post-graduation in Corporate Finance from CEMAF and a BSc. in Business Management from Universidade Católica
Portuguesa.

Nuno Lopes – Corporate Finance Assistant Manager

Has more than 4 years of professional experience and has been involved in several Corporate Finance and M&A
assignments.
Before joining ASK, he worked as Analyst at Banco Finantia (2007) and at Banif Investment Banking (2005/06) both in the
Corporate Finance division. His work experience also includes Summer Internships at Grupo Portugal Telecom.
Holds a BSc. in Economics from Universidade Nova de Lisboa and a Capital Markets – Derivatives and Monetary Economics
specialization from the Business and Administration College, University of S. Paulo.

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© ASK June 2009
4. Team
i. Experience
Francisco Pimenta da Gama – Private Equity Analyst

Joined ASK by the end of 2007 and has an Economics BSc. and a Finance MSc, both by Universidade Nova de Lisboa.
Previously, he has undertaken internships in the Private Banking and Client Management divisions of Banco Espírito Santo
(Summer 2006). In the scope of its BSc., in 2006 attended several Financial Management Courses at Universidade Autónoma
of Barcelona.

Raquel Silva – Private Equity Analyst

Before joining ASK (February 2009), she enrolled an 8-month internship in Bial Industrial Farmacêutica in Bilbao/Madrid, in the
areas of accountability and Commercial/Sales, under the Programme Inov Contacto.
Holds a BSc in Economics and a MSc. in Management from Universidade Nova de Lisboa.

Tiago Fonseca – Corporate Finance Analyst

Since February 2009 on ASK, after concluding a Degree in Economics and a Masters in Management at Universidade Nova
de Lisboa.
On the last months of 2008, he enrolled an internship at TESE – Associação para o Desenvolvimento (a NGOD), in the area of
Fund Raising.

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© ASK June 2009
Index
1. ASK, S.A.

2. Core Business Areas

3. Differentiation

4. Team

5. Track Record

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© ASK June 2009
5. Track Record

RECENT CURRICULUM

FIMOVE, SGPS MGS, SGPS

Explorer Investments Financial Financial Advisory in the ISQ’s Financial Advisor in the Financial Advisory in the
Advisor in the acquisition of Business Planing for the wine acquisition of 100% of Labcal – opportunities’ detection in Brazil
100% of Gascan, S.A. and kitchen oil businesses Laboratório de Calibrações & Ensaios

2009 2009
2006 2009 2009

Advisory to Conjuntura Actual Advisory to Cofina Media for


Financial Advisory Financial Advisory in the sale of 100% to the acquisition of a 49%
Almedina Group stake in Empregos Online

2008 2008
2006 2008 2008

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© ASK June 2009
5. Track Record

RECENT CURRICULUM

Real Estate Fund Advisory in the valuation


Financial Advisory Structuring for its Health
Real Estate Fund
Assets Structuring of several companies
2007 2007 2007 2007

Financial Advisory Financial Advisory Valuation and


Financial Advisory
Financial Advisory
2007 2007 2007 2007

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© ASK June 2009
5. Track Record

RECENT CURRICULUM

Advisory in the acquisition of Fund Raising


stakes in Spain, Turkey and Financial Advisory Valuation
Norway Advisory

2007 2007 2007 2007

AutoTorrense, Lda

Financial Advisory in the


Financial Advisory Financial Advisory Company’s structuring Financial Advisory

2007 2006 2006


2006 2006

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© ASK June 2009
5. Track Record

RECENT CURRICULUM

Investment Project Financial Advisory Financial Advisory Financial Advisory


structuring

2006
2006 2006 2006 2006

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© ASK June 2009
Contacts – you ASK we answer…

Av. Álvares Cabral, Nº 61, 3º


1250-017 Lisboa
Telefone: + (351) 21 393 24 20
Fax: + (351) 21 393 24 29
www.ask.pt
ask@ask.pt

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© ASK June 2009

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