$300m Fotolia Investment is EU’s Largest Internet LBO in 2012 NOAH Advisors has been working with Fotolia since early 2009 and introduced KKR to the deal opportunity Transaction Summary May 2012 KKR is making a $150 million growth equity investment in Fotolia for a 50% stake. In addition, KKR, TA Associates and Management worked with KKR Capital Markets, who acted as sole arranger, HSBC, Llo- yds, GE Capital, IKB and Mizuho to put in place a senior $150 million senior financing for the Company. $150 million growth equity investment from KKR’s ability to raise this amount of debt in a challenging European financing market, clearly differentiated KKR in this transaction Although Fotolia is not raising new funds as part of the deal, the new partners will help it to expand inter- nationally, accelerate business development, and fund future acquisitions for a 50% stake alongside Fotolia’s Founders and Fotolia received is first growth investment from TA Associates in April 2009 Overview of Fotolia Fotolia is the leading European crowd-sourced market place for microstock images and video content Additional $150 million senior debt financing where over 3 million members to buy and license micro-stock images Total $300 million investment The Company was founded in October 2005 by Oleg Tscheltzoff and Thibaud Elziere. Management self-funded the company to become a major internet player, with market leading positions across Europe, Exclusive Financial Advisor to Fotolia and its shareholders and strong brand recognition (known as leader and creator of micro-stock in Europe) Over 145,000 professional and amateur photographers license their images via Fotolia With over 17 million digital images and videos to choose from, Fotolia offers one of the largest image databases of quality, for SMEs, individuals, graphical professionals, and corporates. Fotolia websites are ® operated in 15 countries in 11 languages (English, French, German, Spanish, Italian, Portuguese, Polish, Russian, Japanese, Turkish, and Korean) High structural market growth, attractive B2B online marketplace characteristics, predictable revenue Deal Teams streams and strong Fotolia leadership position driven by best-in-class management team make Fotolia a highly attractive growth investment for KKR Oleg Tscheltzoff, Thibaud Elziere The company has a global organization of about 80 employees, headquartered in New York NOAH Advisors’ Role John Meeks, Timo Kienle Fotolia has been a close relationship of NOAH Advisors for over 3 years Philipp Freise, Lucian Schonefelder, In April 2009, NOAH Advisors advised the Fotolia founders in their sale of a majority stake to TA Associates Vania Schlogel, Thijs van Remmen, NOAH had worked intensively with Fotolia and its shareholders on various strategic opportunities and Justin Lewis-Oakes, Valeria Rebulla introduced the deal to KKR, with whom NOAH has as long-standing institutional relationship NOAH Advisors acted as exclusive M&A financial advisor to Fotolia and its shareholders, and facilitated a Marco Rodzynek, Yoram Wijngaarde, fast execution based on in-depth knowledge the company, and intelligence around the best potential inves- ® Jan Brandes tor candidates 38