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MAY 2014

Investing in the real economy

Sommaire

I. Facts about Lincoln Investment Fund ……………………..….………………………….………………….. 3

II. Process Financial structure…….…..………………….…………………………………………………………. 11

III. Targets example…….….…………………………………………………………………………………………….… 17

IV. Terms of agreement ………………………….…..……………………………………………………………….… 21

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I. FACTS

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Our objectives

Invest in the development of high-performance and innovating small-to-medium companies

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The teamThe founders :

Michel DUPLOUY Laurent FONTAINE

With various backgrounds, the Lincoln Investment Fund team displays a variety of paths and skills : Business banking, portfolio-management companies, industry, large groups, small-to-medium companies, consulting firms.The entrepreneurial spirit fuels our commitment : bringing much more than a mere financial investor to businesses.

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Introduction to Lincoln Investment Fund

Key figures

Our strategy

Luxemburg Investment Fund ( CSSF )

SICAV - SIF

1st AIFM-certified fund.

Average investment volume : 15 M€

Financing Innovating and dynamic SMEs with independent funds

Advising experience-proven entrepreneurs.

Spreading risks with cross-sector investments.

Motivating management with a financial structure which resorts to OCA and redeemable share warrant.

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Our authorizationsRegulated by the CSSF (Financial sector’s surveilance commission) in Luxemburg : Authorization dated November 12, 2013 - VISA 2014/93551-8143-0-PC ,March 5,2014

Luxemburg : political, budgetary and fiscal stability

The private equity industry is highly developed.

2nd largest Investment fund center in the world.

AIFM-approved (Alternative Investment Fund Managers):

New European regulation, applicable starting July 2013

Increased protection for investors and savers.

Reinforced risk control by regulatory authorities

Regular target evaluation by an independent agent before and during the investment

period

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Thorough ethics Thorough target selection

Respect of the culture and identity of the targets companies

Investor respect : permanent target control, both internal and external.

Loyalty : Lincoln Investment Fund places respect, trust and integrity at the center of its

relationship with its partners.

Commitment: more than a mere shareholder, Lincoln Investment Fund acts as an active

partner for businessmen and acts on their behalf.

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Investment strategy Selection criteria Fast-growing SMEs

Ambitious and proven entrepreneurs

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Minimum 15% project ROI

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Financing needs between 2M€ and 40M€

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Financing needs eligible to a minoritary share-taking

Risk managementSecurity and motivation

Portfolio diversification with cross-sector investments

Regular target evaluation by Lincoln teams and an independent expert (AIFM-mandatory)

Sub-performance security with OCA and BSA

Strong management motivation to avoid dilution

Internal transition management : allows fort real-time management reinforcement for failing targets

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Surveilance The first hundred days … :

Permanent presence of Lincoln within the business

Controled use of funds

Monitoring-tool implementation (reporting, forecast, dashboard)

Motivational and organisation strategy for the management team.

And the following days… :

Monthly visit

Quarterly reporting

Annual accounts and valuation

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II. PROCESS AND FINANCIAL STRUCTURE

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Process

Application

Internal evaluation

(business and valuation)

Valuation by independent

expert

LOI and term sheet

Throughout audit if needed

Closing and shareholder

contract signature

The search for new targets is done :

-Internally

-Via a network of business providers

Internal selection of applications with :

-A solid business model

-A high potential project

-An attractive valuation

AIFM-mandatory : valuation by an independent expert

-Valuation for investment

-Annual valuations during the entire investment period

If the valuation fits our initial assessment :

-Term sheet and LOI signature

-If need be, legal and accountancy audit, patent review…

Closing :

-Shareholder contract signature

-OCA and BSA signature

-Funds release for the target.

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Financial structure

Escrow account

Collects 15% of the amounts invested in each targetLow-risk investment

15% of the amount is placed on an account, with an expected 5% profit.

LINCOLNHistorical shareholders

SOPARFI

TARGET

85% of the amount is destined to the subscription of OCA1 – Annual coupon of 3,2%

Minority shareholding : reception of nominal shares, guaranteeing a 12% ROI ratio

OCA2 subscription – annual 3,4% coupon

Ownership percentage proportional to the valuation of the shares brought to the SOPARFI

Inflow of the target’s initial shares

OCA : Obligation Convertible en Action

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A minimum annual profitability

OCA : Obligation Convertible en Action

Global ROI>15,9%

0,7% via the 15% placed in Escrow very low risk

Annual profit channeled to the fund

3,2% via OCA low risk

Annual coupon channeled to the fund (contract guaranteed)

>12% via minority shareholding business risk

Shareholding capitalized profits returned at the end of a 5-five contract-guaranteed period.

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Liquidity On the initial bid :

15% in escrow account

85% in OCA repayable by the target, as a loan

On the ROI :

Guaranteed by the minority shareholding and by the BSA (the financial instrument signed on the day obligations are released)

On the outcome: Either through the buyback of the shares by the initial shareholders. Or through the sale of the business or its shares to third parties. Or through the business going public.

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Lincoln and its partnersLegal

D’Law : Lawyer

Control

Deloitte : Taxes

Audit

Price Waterhouse Coopers :

Account certification

Edmond de Rothschild

Deposit bank

Mazars Luxembourg

Evaluator

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III. Target Examples

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Industry : target n° 1

The alpha company based in the Geneva district is specialized in the production of 2-

nd generation bioethanol, with cellulose refuse.

It owns an exclusive patent .

It owns a private lab and is working on other patents.

The international development of numerous production units is being considered

Using refuse, it produces high-grade organic fuel with high added value.

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Industry : target n°2

European leader in the production of washing machine.

3 factories : Nevers, Revin, Mannisa (Turkey)

One patent on a revolutionary motor saves 40% water and 60% power.

Copper-free motors

Quieter motor

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4-star hotels + in Paris

A real-estate re-valuation model with hotels

The project aims at purchasing prestigious and empty office buildings, in Paris

locations, number 1 in the « Triangle d’or ».

These offices will be modified into luxury hotels, 4 stars or more

The value of this vehicle hinges on the creation ex nihilo of a commercial fund which

can bring its value between 6 and 8 times the annual turnover.

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Luxury : Luxury leather goods

Founding of an ultra-luxury leather-goods brand, positioned at the Goyard level, and

aiming at clients seeking exception and rarity.

The brand has history and origins in France. It targets customers who wish to part

from banalized luxury.

It is already the object of interest from large groups.

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Real-estate :

Construction of student residences in university towns.

The country’s needs in student housing is expected to be 340 000 housing units in

2020.

A 200-unit project is already under way (Tolbiac)

Low construction and renovation cost

Risk-free tenant management

Fiscal perks

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IV. GENERAL CONDITIONS FOR SUBSCRIPTION

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GENERAL CONDITIONS FOR SUBSCRIPTION

Global compartment volume

370 M€

Investment period 5 yearsInvestment volume 15 M€ on averageMinimum bid 125 000 €Minimum ROI demanded from targets

15,9% (bid doubled in 5 years)

Legal investment vehicle SoparfiAnnual management fees 1,5% Subscription fees 1,0%Hurdle rate 7%

Commission on bonus20% of the added-value paid to Lincoln, if the ROI is above the 7% hurdle rate.

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Lincoln Investment Fund SICAV SIF is the economic and strategic accelerator of its targets.