EX-99.C.12 12 d534218dex99c12.htm EX-99.(C)(12) EX-99.(c)(12)

Exhibit (c)(12)

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Deutsche Bank Corporate & Investment Bank Project Pine Fairness Committee discussion materials February 28, 2018 Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States.


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Contents Section 1 Situation update 1 2 Summary of financial projections 7 3 Valuation summary 9 Appendix I Additional materials 25 Deutsche Bank Corporate & Investment Bank


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Deutsche Bank Corporate & Investment Bank Section 1 Situation update


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Summary of recent public issues facing the Company Price performance(a) LTM 3-month 6-month (62.8)% (26.1)% (32.2)% 2/27/2017 4/4/2017 Pine announces 2016 2016 10-K filed 9/14/2017 10-K filing delay Announced sale of $30.00 11/8/2017 6/5/2017 policy administration Q3 earnings release; CFO replaced system to NGHC for $200mm exhaustion of Premia adverse development cover 5/8/2017 $25.00 Q1 earnings release 11/6/2017 AM Best places credit rating under review; Sale of FeeCo in $1.1bn $20.00 3/16/2017 LBO with MDP 1/9/2018 $ ) Extended deadline to Public announcement of ( proposed offer of $12.25 file 2016 10-K and price announcement of per share by Stone Point tock further delay Capital (“Stone Point”) S and the Karfunkel / Zyskind family (“Family”) $15.00 4/10/2017 WSJ article $12.45 6/9/2017 Sale of $200mm stake $10.00 in National General 11/13/2017 5/25/2017 Pine downgraded by 11/16/2017 Announced $300mm JMP WSJ article private placement with members of the Family $5.00 Jan-17 Mar-17 May-17 Aug-17 Oct-17 Dec-17 Feb-18 Deutsche Bank Note: Market data as of 2/27/2018. 1 (a) Reflects the percentage change in stock price as of January 9, 2018. Corporate & Investment Bank Source: Company filings, Wall Street research, FactSet, Internet publications


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Summary of recent issues affecting Pine not in the public domain – Filing of the 10-K and announcement of Q4 and full-year financials will be delayed for the second year in a row – The Company will also announce that it has identified material weakness in its internal controls over financial reporting 10-K filing delay – Management’s latest indication is that the Company expects to deliver consolidated financials to KPMG for review on February 28th (not public yet) – Discussions with KPMG have been ongoing, with a number of key items in focus (e.g. DAC, goodwill) – Restatement of prior year results could not be ruled out with certainty – The Company expects to make an announcement regarding the delay in filing of the 10-K on March 1st after market close – A.M. Best credit rating of “A” (negative watch) has been “under review with negative implications” since November 6th, 2017 A.M. Best credit rating (not public yet) – On February 26th, the Company informed A.M. Best that it is likely to delay the filing of the 10-K – A.M. Best advised Pine Management that they would convene a ratings committee meeting over the next couple of days – Maiden Holdings (‘Maiden’) is the largest reinsurance counterparty of Pine; The Family is the founder and largest shareholder of Maiden (~17.5%) – Maiden has a market cap of $609 million as of 2/27/2018; As of 12/31/2016, the Company had a $2.5bn reinsurance recoverable from Maiden Reinsurance (became public only on – On Feb 27th, Maiden announced a significant reserve strengthening of ~$171mm in Q4’17 of which ~$139mm relates to Pine (workers’ comp, February 27th, 2018) general liability and commercial auto) – Pine Management believes this could result in a financial strength ratings downgrade of Maiden – A financial strength ratings downgrade of Maiden will have negative implications for Pine, including potentially higher capital requirements due to lower reinsurance credit Deutsche Bank Source: Pine Management; Factset 2 Corporate & Investment Bank


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Key Special Committee activities and events – Receipt of proposal by Stone Point Stone Point and the Family to acquire all of the outstanding common shares of Pine that are not currently January 9 owned or controlled by the Family for $12.25 per share (the “Initial Proposal”) – Announcement of formation of the Special Committee (“SC”) to consider the Initial Proposal on behalf of the Company’s minority shareholders January 10 and announcement of Willkie, Farr & Gallagher (“Willkie”) as legal advisor to the SC January 19 – SC appoints Deutsche Bank as financial advisor – Due diligence, including: – review of virtual data room – several discussions with Company CEO, CFO and Deputy CFO regarding business, accounting and financial matters and credit ratings – discussions with Company actuary regarding reserves and loss picks January 19 – February 27 – discussion with Company treasury and finance team regarding current and projected liquidity – discussion with Company’s external auditor (KPMG) regarding reserves and timing of 2017 audit – discussions with several business unit leaders and co-chief chief investment officer regarding their business / financial / investment outlook – review of legal matters including ongoing and threatened litigation Throughout February – SC receives feedback from select institutional investors From February 8 – SC conducts multiple rounds of price negotiations with Stone Point and the Family (see next page) From February 15 – Legal documentation negotiations (merger contract, representation letter) February 21 – SC is informed by Pine Management that it is likely that the 10-K filing will be delayed February 26 – SC is informed by Pine Management that A.M. Best will convene a ratings committee meeting due to the delay in 10-K filing February 27 – SC receives the latest draft of the 10-K February 28 – Target transaction signing date; expected receipt of updated consolidated financials Deutsche Bank 3 Corporate & Investment Bank


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Summary of price negotiations $17.50 Total # of bumps: 3 Total bump from initial offer: 10.2% $15.10 $14.00 $13.50 $12.90 $13.00 $12.25 $10.15 Stock price Initial offer Special Committee Revised offer Special Committee Revised offer Special Committee Revised offer pre-announcement counter offer #1 #1 counter offer #2 #2 counter offer #3 #3 (1/9/2018) (1/9/2018) (2/8/2018) (2/15/18) (2/22/18) (2/23/2018) (2/26/18) (2/26/18) Premium to 20.7% 27.1% 28.1% 33.0% undisturbed price ($10.15) Deutsche Bank 4 Corporate & Investment Bank


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Summary of key offer terms Consideration per share – $13.50 per share Consideration structure – 100% cash – ~88 million(a) shares not currently owned or controlled by the family stockholders and other insiders (includes employee-owned, excludes Total consideration RSUs, PSUs and options) – Implied total consideration of ~$1.2 billion Implied value – ~$2.7 billion implied valuation for 100% (~202 million(a) fully diluted shares) – 0.83x P / BV as of 12/31/2017E ($16.26) Implied multiples – 1.17x P / TBV as of 12/31/2017E ($12.09) – 15.5x P / E for 2018E as per the Special Committee Case ($0.87) – 13.8x P / E for 2019E as per the Special Committee Case ($0.98) – 33% premium to undisturbed share price on 1/9/2018 ($10.15) Implied premium – 34% premium to 1-month prior to 1/9/2018 ($10.08) – 22% premium to 90-day VWAP until 1/9/2018 ($11.03) (b) Deutsche Bank (a) Sourced from Pine capitalization table provided by Pine Management. Data as of 2/28/2018. 5 Corporate & Investment Bank (b) Calculated as the average of daily volume weighted average prices. Source: Pine projections (Special Committee Case) prepared at the direction of the Special Committee by Pine Management with assumptions provided by Special Committee; provided on 2/21/2018.


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Deutsche Bank Corporate & Investment Bank Section 2 Summary of financial projections


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Case 1, Case 2 and    Summary of financial projections Ratings Downgrade    Case are for reference only Date prepared / Combined ratio Premium growth Description provided (2022E) (2017E-2022E) – Original projections prepared as part of Company annual cycle; Individual business unit budgets rolled up into a consolidated set of projections, 2017 Projections normalizing for past performance of each unit; Several layers of review and Q4 2017 -—-approvals; Signed off by the Pine CFO and CEO – Provided to potential buyers in December 2017 / January 2018 – Largely consistent with 2017 Projections with several adjustments, including reflecting tax reform legislation with a lower projected corporate tax rate, Case 1 January 24, 2018 93.1% 5.1% reflecting recent transactions, and some operating adjustments reflecting an updated Q4 outlook – Represents a somewhat more challenging operating environment, reflecting the reputational and business pressures faced by Pine, slower growth, more conservative projected underwriting assumptions reflecting recent loss Case 2 reserve activity, and a more conservative balance sheet in light of rating January 31, 2018 95.7% 3.2% agency concerns – Pine Management confirmed that, as of February 16, 2018, Case 2 is their best estimate of the financial outlook for the Company – Special Committee interviewed co-chief investment officer, leaders of key businesses, chief and pricing actuaries on their view of business / financial outlook in order to develop an independent view on key assumptions for the Special Committee Case Special Committee Case – Special Committee instructed Pine Management to adjust Case 2 by incorporating Special Committee adjustments to assumptions approved by February 21, 2018 94.3% 3.8% (or “S.C. Case”) the Special Committee – Based on Pine Management’s representations to the Special Committee, the Special Committee confirmed that Special Committee Case is their best estimate and judgment with respect to the future financial performance of Pine – Pine Management highlighted to the Special Committee the risk of a potential ratings downgrade and likely negative consequences Ratings Downgrade Case February 27, 2018 96.5% (6.1%) – Ratings Downgrade Case represents Pine Management view of the financial outlook for the Company under such circumstances Deutsche Bank Source: Pine projections (Case 1, Case 2, Ratings Downgrade Case) are prepared by Pine Management. Pine projections (Special Committee Case) prepared at the direction of the 6 Special Committee by Pine Management with assumptions provided by Special Committee. All projections are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Corporate & Investment Bank


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Key differences between the different cases over the projection period Gross written premiums ($bn) Underwriting profit ($mm) CR 98.7% 94.2% 93.7% 93.4% 93.3% 93.1% 5.7% 6.0% 4.5% 4.8% 5.0% 5.0% LR 70.9% 67.2% 66.8% 66.6% 66.6% 66.6% 5.7% 2.5% 3.2% 3.4% 3.5% 3.5% CR 90.8% 88.1% 98.7% 95.7% 95.7% 95.7% 95.7% 95.7% Annual LR 66.0% 61.8% 70.9% 68.5% 68.5% 68.5% 68.5% 68.5% growth: 5.7% 2.5% 3.2% 4.4% 4.5% 4.5% CR 98.7% 95.7% 95.7% 95.2% 94.9% 94.3% LR 70.9% 68.5% 68.5% 68.1% 67.7% 67.2% 5.7% (10)% (20)% (5.0)% 0.0% 5.0% CR 98.7% 98.8% 100.9% 99.0% 97.5% 96.5% CAGR (’17 –’22): 5.1% LR 70.9% 70.6% 71.6% 70.6% 69.5% 68.5% CAGR (’17 –’22): 3.2% CAGR (’17 – ‘22): 3.8% $416 $445 $340 $340 $340 $340 $389 CAGR (’17 – ‘22): (6.4)% $316 $354 $300 $347 $296 $296 $296 $296 $268 $258 $241 $250 $235 $235 $231 $231 $10.8 $10.2 $9.8 $9.8 $10.1 $127 $9.5 $9.7 $89 $9.2 $8.9 $8.6 $9.3 $8.9 $8.9 $9.3 $62 $39 $8.4 $8.4 $8.4 $7.9 $7.9 $7.9 $7.9 $8.4 $8.6 $7.6 $6.8 $6.8 $6.8 $6.8 $6.1 $5.7 $6.0 $5.7 ($37) CAGR (’18 –‘22): 9.0% CAGR (’18 –’22): 2.9% CAGR (’18 –’22): 10.7% ($351) ($351) ($351) ($351) CAGR (’18 – ‘22): 19.7% 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Operating EPS(a) TBVPS(b) Operating $52 $244 $290 $343 $391 $441 2.9% 9.7% 11.0% 12.2% 13.1% 13.9% earnings $470 $409 $52 $176 $189 $212 $237 $263 ROTE: 32.6% 32.0% 2.9% 7.1% 7.4% 8.1% 8.7% 9.2% ($mm): $52 $176 $197 $252 $306 $374 2.9% 7.1% 7.8% 9.6% 11.1% 12.8% $52 $43 $(27) $47 $98 $139 2.9% 1.8% (1.2)% 2.2% 4.5% 6.4% CAGR (’18 –‘22): 17.2% 4 CAGR (’18 –’22): 10.6% $17.62 $2.79 $2.79 $2.79 $2.79 $16.15 CAGR (’18 –’22): 21.1%    $2.3 $2.34 $2.34 $2.34 $2.28    $15.57 $14.92 $15.00 $14.48 CAGR (’18 –‘22): 34.1% $14.27 $1.98 $13.90    $13.68 $1.88 $13.65 $1.71 $13.07 $13.15 $13.09 $12.77 $12.73    $1.52 $12.44 $12.44 $12.44 $12.44 $12.08 $1.44 4 $1.21 $1.25 $1.18 $1.31 $11.37 $11.02 $10.93 $11.05 $0.9 $0.98 $1.05    $0.87 $0.87 $0.48 $0.69 $8.20 $8.20 $8.20 $8.20    $0.27 $0.27 $0.27 $0.27 $0.21 $0.23 $6.50 $6.50 $6.50 $6.50 ($0.13) 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Case 1 Case 2 Special Committee Case Ratings Downside case Deutsche Bank (a) Based on fully diluted shares outstanding as reported by Pine Management 7 (b) Based on basic shares outstanding as reported by Pine Management Corporate & Investment Bank Source: Pine projections (Case 1 and Case 2) are prepared by Pine Management. Pine projections (Special Committee Case) prepared at the direction of the Special Committee by Pine Management with assumptions provided by Special Committee. All projections are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit


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Deutsche Bank Corporate & Investment Bank Section 3 Valuation summary


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Preliminary valuation framework Overview of valuation methodologies considered Valuation levers Description / Comments A — Analysis of trading multiples for Pine and peers(a) relative to Pine valuation — Price / Earnings, Price / Book Value, Price / Tangible Book Value are considered Public trading Trading multiples — Regression of Price / Book Value to Return on Equity (on a stated and tangible basis) is also used — Applied to Special Committee Case; Case 1 and Case 2 provided for reference only B — Discount future dividends and the calculated terminal equity value valuation — Apply an appropriate discount rate reflecting the cost of equity for Pine and peers’ relative to Pine Dividend discount model — Sum-of the parts framework to separately value Tecmo (based on Pine estimate of $221.4mm of value as DDM of 12/31/2017) and the contingent litigation asset (based on upper end of Willkie estimate of $15-$25mm) — Applied to Special Committee Case; Case 1 and Case 2 provided for reference only C — Analysis of multiples paid in precedent change of control transactions — Price / Earnings, Price / Book Value, Price / Tangible Book Value are considered Precedent insurance valuation transactions — Applied to Special Committee Case; Case 1 and Case 2 provided for reference only — Focus on targets with similar business mix (workers’ comp intensive) as well as P&C businesses or sellers M&A experiencing stress leading up to sale D — Review of precedent insurance minority squeeze-out bid premia relative to undisturbed price Precedent minority squeeze-outs — Applied to unaffected stock price 1-day and 1-month prior to announcement, as well as 90-day VWAP E — Current and recent stock price performance Public market performance metric and research perspectives Reference — Review of Wall Street analyst price targets Deutsche Bank (a) Peers include AIZ, AMSF, AFG, AGII, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, THG and WRB. 8 Corporate & Investment Bank


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Preliminary valuation summary Case 1 and Case 2 are    for reference only Multiple Valuation approach Metric Range Indicative share price Case 1 $1.21 7.0x – 9.0x $8.45 $10.87 Case 1 (for reference only) Pine—historical P/E (a) Case 2 $0.87 7.0x – 9.0x $6.12 $7.86 ratio Case 2 (for reference only) S.C. Case $0.87 7.0x – 9.0x $6.12 $7.86 Case 1 $1.21 7.0x – 10.0x $8.45 $12.08 S.C. Case valuation Peer P/E with Pine (b) Case 2 $0.87 7.0x – 10.0x $6.12 $8.74 discount Public trading multiples S.C. Case $0.87 7.0x – 10.0x $6.12 $8.74 A (2018E) Case 1 (9.8% ROTE) $12.09 0.71x – 1.04x Trading $8.57 $12.54 P/TBV regression (b) Case 2 (7.1% ROTE) $12.09 0.59x – 0.86x $7.12 $10.41 (implied discount ) S.C. Case (7.1% ROTE) $12.09 0.59x – 0.86x $7.12 $10.41 Case 1 (7.3% ROE) $16.26 0.57x – 0.83x $9.22 $13.50 P/BV regression (b) Case 2 (5.4% ROE) $16.26 0.46x – 0.68x $7.55 $11.05 (implied discount ) S.C. Case (5.4% ROTE) $16.26 0.46x – 0.68x $7.55 $11.05 Case 1 Terminal P/E – 6.0x – 10.0x $10.79 $17.56 valuation Perpetuity growth – 0.5% – 2.5% $11.33 $18.29 Dividend discount model Case 2 Terminal P/E – 6.0x – 10.0x $7.32 $11.12 B COE (12% –16%) Perpetuity growth – 0.5% – 2.5% $7.62 $11.52 DDM S.C. Case Terminal P/E – 6.0x – 10.0x $9.46 $15.00 Perpetuity growth – 0.5% – 2.5% $9.90 $15.60 P/BV $16.26 0.80x – 1.20x $13.00 $19.51 P/TBV $12.09 0.90x – 1.30x $10.88 $15.72 Precedent insurance valuation Case 1 $1.21 10.0x – 16.0x $12.08 $19.32 C transactions NTM P/E Case 2 $0.87 10.0x – 16.0x $8.74 $13.98 S.C. Case $0.87 10.0x – 16.0x $8.74 $13.98 M&A 1-day $10.15 20% – 40% $12.18 $14.21 Precedent minority D 1-month $10.08 20% – 40% $12.10 $14.11 squeeze–outs 90-day VWAP(c) $11.03 20% – 40% $13.24 $15.44 Trading range since Public market performance 3-month trading range – – $8.86 $14.07 announcement E ence & research perspectives ($12.35 – $13.42) Refer- metrics Research targets, unaffected – – $10.00 $16.00 $5.00 $10.00 $15.00 $20.00 $25.00 $10.15 $13.50 Unaffected share price Offer price Deutsche Bank Note: Market data as of 2/27/2018. (a) 2018E EPS Wall Street Research median is $1.35 (b) Discount is equal to the 1-yr and 5-yr discount at which Pine trades relative to peers on a P/NTM EPS 9 basis. (c) Calculated as the average of daily volume weighted average prices. Corporate & Investment Bank Source: Pine projections (Case 1 and Case 2) are prepared by Pine Management. Pine projections (Special Committee Case) prepared at the direction of the Special Committee by Pine Management with assumptions provided by Special Committee. All projections are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit, SNL Financial, FactSet, Wall Street research. Historical financial information, including book value, tangible book value, diluted number of shares outstanding based on the latest available information provided the Company in draft form and subject to change upon receipt of consolidated financial statements for 2017


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5-year stock price performance 1-yr 3-yr 5-yr Pine (44.3%) (53.8%) (19.1%) Pine—unaffected (54.6%) (62.3%) (34.0%) $40.00 Peers 3.1% 51.6% 98.5% S&P 500 15.8% 30.4% 80.8% $35.00 98.5% $30.00 ) ice 80.8% p r ine $25.00 P to rebased $20.00 ( price Stock $15.00 $12.45 (19.1%) $10.00 $10.15 (32.8)% January 9, 2018: Stone Point $5.00 and Family make an offer to acquire outstanding shares of common stock for $12.25/share $0.00 2013 2014 2015 2016 2017 2018 Pine Peers S&P 500 Deutsche Bank Note: Market data as of 2/27/2018. Peers include AFG, AGII, AIZ, AMSF, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, THG and WRB. Pine unaffected price taken as 10 of 1/9/2018. Corporate & Investment Bank Source: SNL Financial, Factset.


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Stock price performance since 3 months prior to announcement $16.00 $15.00 7.6% $14.00 rice) (2.4%) p $13.50 Pine $13.00 o t e d $12.45 rebas $12.00 (9.4%) ( November 6, 2017: November 8, 2017: Pine ric e Pine announces sale of announces Q3 earnings, Tecmo including adverse $11.03 p c k $11.00 development cover of S to $326.9mm Unaffected price $10.00 (26.1%) January 9, 2018: Stone Point and Family make offer to acquire $9.00 outstanding shares of common stock for $12.25/share $8.00 Oct-2017 Nov-2017 Jan-2018 Feb-2018 Pine Peers S&P 500 Offer price 3-month VWAP(a) Deutsche Bank Note: Market data as of 2/27/2018. Peers include AFG, AGII, AIZ, AMSF, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, THG and WRB. 11 (a) Calculated as the average of daily volume weighted average prices for the three months ended January 9, 2018 Corporate & Investment Bank Source: SNL Financial, FactSet


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A 5-year history of P/NTM EPS Average(a) Current 1 year 5 year Pine 8.8x 7.2x 9.1x 20.0x Peers 15.1x 16.8x 14.3x Historical Pine discount (57%) (36%) Implied benchmark relative to 6.5x 9.7x current peer multiple 16.0x 15.1x 5-yr average: 14.3x E PS TM 12.0x N / P 5-yr average: 9.1x 8.8x 8.0x 1-yr average: 7.2x 4.0x 2013 2014 2015 2016 2017 2018 Pine Peers Deutsche Bank Note: Market data as of 2/27/2018. Peers include AFG, AGII, AIZ, AMSF, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, THG and WRB. Pine metrics post announcement of Stone Point 12 offer calculated using unaffected stock price as of 1/9/2018. Corporate & Investment Bank (a) Pine averages exclude data points post the announcement of the Stone Point offer. Source: FactSet


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A 5-year history of P/BVPS and P/TBVPS P/BVPS history P/TBVPS history Average(a) Average(a) 3.20x Current 1-yr 3-yr 5-yr Current 1-yr 3-yr 5-yr 5.20x Pine 0.94x 1.12x 1.82x 1.94x Pine 1.92x 2.22x 3.07x 3.44x Peers 1.56x 1.57x 1.36x 1.25x Peers 1.68x 1.75x 1.50x 1.37x 3.20x 2.50x 3.67x 2.50x P/ BV TBV 1.80x P / P/BV 1.56x 1.91x 1.80x 2.13x 1.92x 1.10x 1.68x 0.94x 0.77x 1.03x 1.10x 0.99x 0.61x 0.60x 0.40x Case 1: 2013 2014 2015 2016 2017 2018 2013 2014 2015 2016 2017 2018 7.3% Case 1: Operating Case 2: Operating 9.8% ROE: 21.5% 24.7% 19.9% 13.3% 1.8% (b) 5.4% 41.6% 51.5% 39.1% 31.8% 2.8% 0.40x ROTE: Case 2: Jan-13 Jan-14 Jan-15 SC Case: Jan-16 Jan-17 Jan-18 7.1% 5.4% SC Case: Pine—stated Pine—pro-forma for Tecmo sale (starting 11/6/2017) Peers 7.1% Note: Market data as of 2/27/2018. Peers include AFG, AGII, AIZ (pro-forma for The Warranty Group acquisition), AMSF, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, THG and WRB. Deutsche Bank Pine BVPS and TBVPS (prepared by Pine Management projections in Case 1, Case 2, Spscial Committee Case) are pro-forma for Tecmo sale of $16.26 and $12.09 for BVPS 13 and TBVPS, respectively. Corporate & Investment Bank (a) Averages exclude data points post the announcement of the Stone Point offer. (b) Pro-forma for Tecmo sale based on Pine management estimates. Source: SNL Financial, Pine projections (Case 1 and Case 2) are prepared by Pine Management. Pine projections (Special Committee Case) prepared at the direction of the Special Committee by Pine Management with assumptions provided by Special Committee. All projections are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit


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Case 1 and Case 2 are    A P/TBV vs. ROTE regression for reference only Implied Discount 12/31/2017 Implied 2018E ROTE P/TBV 57% 36% TBVPS price Case 1 9.8% 1.63x 0.71x 1.04x $12.09 $8.57—$12.54 2.50x Case 2 7.1% 1.36x 0.59x 0.86x $12.09 $7.12—$10.41 MKL S.C. Case 7.1% 1.36x 0.59x 0.86x $12.09 $7.12—$10.41 AMSF PRA y = 10.383x + 0.6179 2.00x AFG SIGI R² = 0.6938 THG WRB Pine—Case 1, Implied /TBV 1.50x EIG P Pine—S.C. Case / Case 2, Implied NAVG CNA AGII 1.04x Pine—Case 1, 36% 1.00x Pine—S.C. Case / Case 2, discount 36% discount 0.86x Pine—S.C. Case / Case 2, Actual Pine—Case 1, Actual 0.71x Pine—Case 1, 57% discount 0.59x Pine—S.C. Case / Case 2, 57% discount 0.50x 5.0% 6.0% 7.0% 7.1% 8.0% 9.0% 9.8% 10.0% 11.0% 12.0% 13.0% 14.0% 15.0% 2018E ROTE Deutsche Bank Note:Market data as of 2/27/2018. AIZ, PRA and MKL excluded from regression line. 14 Source: FactSet, SNL Financial, Pine projections (Case 1 and Case 2) are prepared by Pine Management. Pine projections (Special Committee Case) prepared at the direction Corporate & Investment Bank of the Special Committee by Pine Management with assumptions provided by Special Committee. All projections are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit


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Case 1 and Case 2 are    A P/BV vs. ROE regression for reference only Implied Discount 12/31/2017 Implied 2018E ROE P/BV 57% 36% BVPS price 2.50x Case 1 7.3% 1.31x 0.57x 0.83x $16.26 $9.23—$13.50 Case 2 5.4% 1.07x 0.46x 0.68x $16.26 $7.55—$11.05 AMSF S.C. Case 5.4% 1.07x 0.46x 0.68x $16.26 $7.55—$11.05 y = 11.943x + 0.4291 R² = 0.6704 SIGI AFG 1.75x MKL PRA WRB THG JRVR P/BV EIG NAVG Pine—Case 1, Implied Pine—S.C. Case / Case 2, CNA Implied AIZ 1.00x AGII 0.83x Pine—Case 1, Pine—S.C. Case / Case 2, 36% discount 36% discount 0.68x Pine—S.C. Case / Case 2, Pine—Case 1, Actual Actual 0.57x Pine—Case 1, Pine—S.C. Case / Case 2, 57% discount 0.46x 57% discount 0.25x 3.0% 5.0% 5.4% 7.0% 7.3% 9.0% 11.0% 13.0% 15.0% 2018E ROE Deutsche Bank Note:Market data as of 2/27/2018. AIZ, PRA and MKL excluded from regression line. 15 Source: FactSet, SNL Financial, Pine projections (Case 1 and Case 2) are prepared by Pine Management. Pine projections (Special Committee Case) prepared at the direction Corporate & Investment Bank of the Special Committee by Pine Management with assumptions provided by Special Committee. All projections are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit


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B Cost of equity framework Analysis of peers’ betas Cost of equity calculation Market value Debt / Beta Pine levered Peers of equity ($bn)(a) total cap. Levered Unlevered Estimated COE 5-yr beta Peer beta (b) Pine $2,048 53.6% 1.05 0.55 11.9% Risk-free rate (20-yr) 3.06% 3.06% AFG 10,466 11.1% 0.89 0.81 10.1% Unlevered beta 0.56 0.81 AGII 1,856 23.8% 0.78 0.63 10.1% AIZ 4,711 18.5% 0.98 0.84 10.9% Levered beta 1.05 1.56 Equity risk premium 6.9% 6.9% AMSF 1,117 0.0% 0.90 0.90 11.0% CNA 14,115 16.8% 0.99 0.86 10.5% Size premium 1.7% 1.7% EIG 1,319 1.5% 1.05 1.04 12.1% Cost of equity 12.0% 15.5% JRVR 1,009 16.7% 0.70 0.61 10.0% MKL 15,647 16.5% 0.81 0.70 9.3% NAVG 1,692 13.5% 0.92 0.82 11.1% Cost of equity sensitivity analysis PRA 2,638 13.5% 0.77 0.68 9.9% SIGI 3,484 11.2% 1.00 0.91 11.5% Peer unlevered beta 0.60 0.70 0.81 0.80 0.90 THG 4,799 14.1% 0.87 0.77 10.0% 45.0% 11.6% 12.7% 14.0% 13.9% 15.0% WRB 8,689 22.3% 0.84 0.69 9.8% Median — 14.1% 0.89 0.81 10.1% cap. 50.0% 12.2% 13.4% 14.8% 14.7% 15.9% total 53.6% 12.7% 14.0% 15.5% 15.3% 16.7% /     Median of peers’ unlevered beta 0.81 t     Deb 55.0% 12.9% 14.3% 15.8% 15.6% 17.0% Pine leverage 53.6% Implied Pine levered beta 1.56 60.0% 13.8% 15.3% 17.1% 16.9% 18.4% Deutsche Bank Note: Market data as of 2/27/2018. Risk-free rate taken as 20-year US government bond yield as of 2/27/2018. Historical risk premium from Ibbotson. Size premium from 16 Ibbotson. Betas represent 5-year historical adjusted betas from Bloomberg. Corporate & Investment Bank (a) Fully diluted market value. (b) Pine fully-diluted market value represents unaffected stock price of $10.15. Pine historical beta is calculated as of unaffected date of 1/9/2018. Source: Ibbotson 2017 SBBI Yearbook, Bloomberg, SNL Financial


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B Dividend discount model Special Committee Case 2018E 2019E 2020E 2021E 2022E Assumptions EPS $0.87 $0.98 $1.25 $1.52 $1.88 – Valuation as of YE EPS ex. Tecmo $0.84 $0.94 $1.18 $1.43 $1.77 Dividends per share $0.74 $0.77 $0.81 $0.85 2017 – Uses mid-year Present value Terminal value discounting @ 1/1/18 @ 12/31/21 – Company keeps capital A. Cash flows structure the same Discount factor 0.9 0.8 0.7 0.6 0.6 going forward Discounted dividends 0.69 0.64 0.59 0.54 Present value of dividends (14.0% CoE) $2.45 B. Terminal value Terminal P/E (@ 8.0x) $8.38 $14.15 Perpetuity growth rate (14.0% CoE, 1.5% growth $8.38 $14.15 (a) C. Value of Tecmo stake (49%) $1.10 Components of present (b) D. Value of contingent litigation asset $0.12 value Total value (A+B+C) Terminal P/E $12.06 Perpetuity growth rate $12.06 $1.22 Sensitivity analyses P/E multiple Perpetuity growth rate $8.38 $12.06 $12.06 6.0x 7.0x 8.0x 9.0x 10.0x $12.06 0.5% 1.0% 1.5% 2.0% 2.5% 12.0% $10.51 $11.63 $12.75 $13.88 $15.00 12.0% $13.54 $13.98 $14.47 $15.00 $15.60 ty 13.0% 10.23 11.31 12.40 13.48 14.57 ty 13.0% 12.40 12.76 13.15 13.58 14.05 $2.45 ui q q ui e e Dividends Terminal Tecmo / Total value o f 14.0% 9.96 11.01 12.06 13.10 14.15 f o 14.0% 11.43 11.73 12.06 12.40 12.78 value other adj. st st o C 15.0% 9.70 10.72 11.73 12.74 13.75 C o 15.0% 10.61 10.86 11.13 11.42 11.73 16.0% 9.46 10.44 11.41 12.39 13.37 16.0% 9.90 10.11 10.34 10.58 10.83 Implied terminal P/BV 0.66x 0.77x 0.87x 0.98x 1.09x Implied terminal P/TBV 0.83x 0.97x 1.11x 1.25x 1.39x Deutsche Bank (a) Calculated as $221.4mm of carrying equity value divided by 201.7mm diluted shares (as provided by Pine Management in financial projections on 2/21/2018). 17 (b) Based on high end of Willkie’s estimated range of $15-$25mm. Corporate & Investment Bank Source: Pine projections (Special Committee Case) prepared at the direction of the Special Committee by Pine Management with assumptions provided by Special Committee. Projections are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit


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Case 1 is for reference    B Dividend discount model only Case 1 2018E 2019E 2020E 2021E 2022E EPS $1.21 $1.44 $1.71 $1.98 $2.28 Assumptions EPS ex. Tecmo $1.18 $1.40 $1.64 $1.89 $2.17 – All projections provided Dividends per share $0.74 $0.77 $0.81 $0.85 by Pine management – Valuation as of YE Present value Terminal value 2017 @ 1/1/18 @ 12/31/21 – Uses mid-year A. Cash flows discounting Discount factor 0.9 0.8 0.7 0.6 0.6 – Company keeps capital Discounted dividends 0.69 0.64 0.59 0.54 structure the same Present value of dividends (14.0% CoE) $2.45 going forward B. Terminal value Terminal P/E (@ 8.0x) $10.28 $17.37 Perpetuity growth rate (14.0% CoE, 1.5% growth $10.28 $17.37 (a) C. Value of Tecmo stake (49%) $1.10 (b) Components of present D. Value of contingent litigation asset $0.12 value Total value (A+B+C+D) Terminal P/E $13.96 $1.22 Perpetuity growth rate $13.96 Sensitivity analyses P/E multiple Perpetuity growth rate $10.28 $13.96 $13.96 6.0x 7.0x 8.0x 9.0x 10.0x $13.96 0.5% 1.0% 1.5% 2.0% 2.5% 12.0% $12.04 $13.42 $14.80 $16.18 $17.56 12.0% $15.76 $16.30 $16.90 $17.56 $18.29 $2.45 equity 13.0% 11.71 13.04 14.37 15.70 17.03 equity 13.0% 14.37 14.81 15.30 15.82 16.40 Dividends Terminal Tecmo / Totalof 14.0% 11.39 12.67 13.96 15.25 16.53 of 14.0% 13.20 13.56 13.96 14.39 14.85 value other adj. value     Cost 15.0% 11.08 12.33 13.57 14.81 16.05 Cost 15.0% 12.20 12.50 12.83 13.18 13.57 16.0% 10.79 11.99 13.19 14.39 15.59 16.0% 11.33 11.59 11.87 12.16 12.48 Implied terminal P/BV 0.73x 0.85x 0.97x 1.10x 1.22x Implied terminal P/TBV 0.91x 1.06x 1.21x 1.36x 1.52x Deutsche Bank (a) Calculated as $221.4mm of carrying equity value divided by 201.7mm diluted shares (as provided by Pine Management in financial projections on 1/24/2018). 18 (b) Based on high end of Willkie’s estimated range of $15-$25mm. Corporate & Investment Bank Source: Pine projections (Case 1) prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit


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Case 2 is for reference    B Dividend discount model only Case 2 2018E 2019E 2020E 2021E 2022E Assumptions EPS $0.87 $0.94 $1.05 $1.18 $1.31 – All projections provided EPS ex. Tecmo $0.84 $0.89 $0.98 $1.09 $1.20 by Pine management Dividends per share $0.70 $0.70 $0.70 $0.70 – Valuation as of YE Present value Terminal value 2017 @ 1/1/18 @ 12/31/21 – Uses mid-year A. Cash flows discounting Discount factor 0.9 0.8 0.7 0.6 0.6 – Company keeps capital Discounted dividends 0.66 0.58 0.51 0.44 structure the same Present value of dividends (14.0% CoE) $2.19 going forward B. Terminal value Terminal P/E (@ 8.0x) $5.69 $9.61 Perpetuity growth rate (14.0% CoE, 1.5% growth $5.69 $9.61 C. Value of Tecmo stake (49%) $1.10 (a) Components of present D. Value of contingent litigation asset $0.12 (b) value Total value (A+B+C+D) Terminal P/E $9.10 Perpetuity growth rate $9.10 Sensitivity analyses $1.22 P/E multiple Perpetuity growth rate $5.69 $9.10 6.0x 7.0x 8.0x 9.0x 10.0x $9.10 0.5% 1.0% 1.5% 2.0% 2.5% $9.10 12.0% $8.06 $8.82 $9.59 $10.35 $11.12 12.0% $10.12 $10.42 $10.75 $11.12 $11.52 $2.19 equity 13.0% 7.86 8.60 9.34 10.07 10.81 equity 13.0% 9.34 9.58 9.85 10.14 10.46 Dividends Terminal Tecmo / Total value value other adj. of 14.0% 7.68 8.39 9.10 9.81 10.52 of 14.0% 8.68 8.88 9.10 9.34 9.59 Cost 15.0% 7.49 8.18 8.87 9.55 10.24 Cost 15.0% 8.11 8.28 8.46 8.66 8.87 16.0% 7.32 7.98 8.65 9.31 9.97 16.0% 7.62 7.76 7.92 8.08 8.25 Implied terminal P/BV 0.45x 0.53x 0.60x 0.68x 0.75x Implied terminal P/TBV 0.57x 0.67x 0.77x 0.86x 0.96x Deutsche Bank (a) Calculated as $221.4mm of carrying equity value divided by 201.7mm diluted shares (as provided by Pine Management in financial projections on 1/31/2018). 19 (b) Based on high end of Willkie’s estimated range of $15-$25mm. Corporate & Investment Bank Source: Pine projections (Case 2) prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit


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Ratings Downgrade    B Dividend discount model Case is for reference    Ratings Downgrade Case only 2018E 2019E 2020E 2021E 2022E Assumptions EPS $0.21 ($0.13) $0.23 $0.48 $0.69 EPS ex. Tecmo $0.18 ($0.17) $0.16 $0.39 $0.58 – All projections provided Dividends per share $0.68 $0.66 $0.67 $0.68 by Pine management – Valuation as of YE Present value Terminal value 2017 @ 1/1/18 @ 12/31/21 – Uses mid-year A. Cash flows discounting Discount factor 0.9 0.8 0.7 0.6 0.6 – Company keeps capital Discounted dividends 0.64 0.55 0.48 0.43 structure the same Present value of dividends (14.0% CoE) $2.09 going forward B. Terminal value Terminal P/E (@ 8.0x) $2.77 $4.67 Perpetuity growth rate (14.0% CoE, 1.5% growth) $2.77 $4.67 C. Value of Tecmo stake (49%) $1.10 D. Value of contingent litigation asset $0.12 Components of present value Total value (A+B+C) Terminal P/E $6.08 Perpetuity growth rate $6.08 Sensitivity analyses P/E multiple Perpetuity growth rate $6.08 6.0x 7.0x 8.0x 9.0x 10.0x $6.08 0.5% 1.0% 1.5% 2.0% 2.5% $1.22 12.0% $5.61 $5.98 $6.35 $6.73 $7.10 12.0% $6.61 $6.76 $6.92 $7.10 $7.29 $2.77 $6.08 i ty 13.0% 5.50 5.86 6.22 6.57 6.93 ty i 13.0% 6.22 6.33 6.46 6.61 6.76 $2.09 f e qu f e qu Dividends Terminal Tecmo / Total value 14.0% 5.39 5.74 6.08 6.43 6.77 14.0% 5.88 5.98 6.08 6.20 6.32 value other adj. Cost o 15.0% 5.29 5.62 5.95 6.29 6.62 Cost o 15.0% 5.59 5.67 5.76 5.85 5.95 16.0% 5.19 5.51 5.83 6.15 6.48 16.0% 5.33 5.40 5.47 5.55 5.64 Implied terminal P/BV 0.27x 0.31x 0.36x 0.40x 0.45x Implied terminal P/TBV 0.39x 0.46x 0.52x 0.59x 0.65x Deutsche Bank (a) Calculated as $221.4mm of carrying equity value divided by 201.7mm diluted shares. 20 (b) Based on Willkie, Farr & Gallagher’s estimated conservative value of $25mm. Corporate & Investment Bank Note: Assumes weighted average and end of period shares outstanding are the same for all years. Source: Pine projections (Ratings Downgrade Case) prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit


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C Precedent insurance transactions Price multiples Final offer premium to Deal size 90-day Ann. date Acquiror Target (% Workers’ comp) ($mm) NTM P/E P/B P/TBV 1-day 1-week 1-month VWAP Workers comp 30-Dec-14 Fosun International Meadowbrook (~53%) 433 16.7x 0.95x 1.01x 21.3% 29.1% 42.0% 39.0% 24-Sep-13 ProAssurance Corporation Eastern Insurance Holdings Inc (100%) 205 14.8x 1.46x 1.63x 15.8% 18.7% 17.1% 19.5% 27-Aug-12 Enstar Group SeaBright (100%) 252 32.4x 0.71x 0.72x 34.3% 29.8% 29.2% 30.3% 10-Jun-10 Old Republic International Corporation PMA Capital Corporation (~83%) 228 9.5x 0.55x 0.59x 16.2% 5.2% 0.7% 7.6% 18-Feb-10 Fairfax Financial Holdings Limited Zenith National Insurance Corp (~100%) 1,321 n/m 1.36x 1.39x 31.4% 37.8% 26.6% 30.1% Average: 18.4x 0.92x 0.99x 21.9% 20.7% 22.3% 24.1% Median: 15.8x 0.83x 0.86x 18.8% 23.9% 23.1% 24.9% P&C stressed situations 5-Dec-16 Liberty Mutual Ironshore 3,000 n/a 1.41x 1.45x n/a n/a n/a n/a 27-Jul-15 White Mountains Sirius 2,235 n/a 1.11x 1.28x n/a n/a n/a n/a 3-May-15 Fosun International Limited Ironshore 1,975 n/a 1.34x 1.40x n/a n/a n/a n/a 14-Apr-15 Exor PartnerRe 6,095 14.8x 0.95x 1.04x 17.9% 22.6% 24.2% 22.0% 31-Mar-15 Endurance Montpelier Re 1,831 13.2x 1.21x 1.21x 19.4% 16.0% 22.9% 23.8% 24-Nov-14 RenaissanceRe Platinum Underwriters 1,925 17.0x 1.13x 1.13x 24.0% 24.2% 24.2% 23.2% 3-Jun-13 Fairfax American Safety 316 18.5x 0.97x 1.04x 26.3% 26.6% 29.4% 24.5% 19-Dec-12 Markel Alterra 3,130 13.9x 1.07x 1.09x 33.8% 33.2% 40.1% 31.3% 30-Aug-12 Validus Flagstone 623 15.5x 0.73x 0.73x 19.4% 20.6% 23.1% 13.7% 21-Nov-11 Alleghany Transatlantic 3,431 19.3x 0.86x 0.86x 35.9% 32.3% 23.3% 25.6% 28-Oct-10 Fairfax First Mercury 294 10.3x 0.97x 1.22x 45.2% 51.7% 67.3% 64.8% 15-Jul-10 ProSight Specialty Insurance NYMAGIC 230 12.6x 1.00x 1.00x 23.5% 24.1% 26.0% 23.8% 9-Jul-09 Validus IPC Holdings 1,670 7.1x 0.90x 0.90x 24.9% 18.3% 24.9% 19.7% 16-Apr-09 Farmers Exchanges AIG US Personal Lines business 1,900 n/a 0.85x 1.00x n/a n/a n/a n/a 5-Aug-08 Tower Group CastlePoint Holdings 490 7.3x 1.16x 1.16x 42.8% 37.5% 31.1% 29.0% Average: 15.0x 1.06x 1.12x 27.3% 27.9% 31.2% 28.1% Median: 14.8x 1.03x 1.11x 24.0% 24.2% 24.2% 23.8% Deutsche Bank Note: Transactions over $200mm in deal value have been considered. Workers’ comp focused companies have 50% or more GPW or NPW from workers’ comp LoB. 21 Corporate & Investment Bank Source: Company filings, Thomson Reuters, Factset, SNL Financial


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D Precedent squeeze-outs Insurance companies Final offer premium to Stake Deal size 90-day Ann. date Acquiror Target acquired ($mm) 1-day 1-week 1-month VWAP Squeeze-outs 7-Mar-16 American Financial Group National Interstate 49% 318 43.7% 45.0% 39.5% 29.8% 1-Nov-10 CNA Financial CNA Surety 38% 454 37.9% 38.7% 48.2% 51.0% 26-Aug-10 Berkshire Hathaway Wesco Financial 20% 548 18.6% 15.4% 14.2% 14.5% 4-Sep-09 Fairfax Financial Odyssey Re Holdings 27% 1,041 29.8% 29.7% 40.5% 47.2% 29-Jun-09 First American First Advantage 26% 308 48.0% 67.8% 39.9% 41.3% 1-Dec-08 Fairfax Financial Northbridge 37% 553 21.0% 27.6% 38.1% 34.9% 5-Mar-08 Nationwide Mutual Insurance Nationwide Financial Services 33% 805 28.3% 17.9% 18.9% 21.5% 17-Jul-07 Alfa Mutual Group Alfa Corporation 46% 819 44.7% 40.6% 29.8% 30.8% 22-Feb-07 American Financial Group Great American Financial Resources 19% 225 13.0% 15.0% 12.5% 9.3% 25-Jan-07 AIG 21st Century Insurance 39% 811 32.6% 31.2% 24.9% 30.3% 30-Aug-00 AXA Group AXA Financial 40% 10,238 13.0% 18.1% 54.2% 41.8% 27-Mar-00 The Hartford Financial Services Group Hartford Life 19% 1,309 9.0% 24.5% 46.6% n/a Average: 28.3% 31.0% 33.9% 32.0% Median: 29.1% 28.7% 38.8% 30.8% Deutsche Bank Note: Includes domestic insurance transactions since 2000 over $200mm in deal value. 22 Corporate & Investment Bank Source: Company filings, Thomson Reuters, Factset, SNL Financial, press articles


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D Precedent squeeze-outs Non-insurance companies Final offer premium to Stake Deal size 90-day Ann. date Acquiror Target acquired ($mm) 1-day 1-week 1-month VWAP 7-May-13 Pioneer Natural Resources Pioneer Southwest Energy 48% 764 56.7% 55.8% 63.7% 65.1% 28-Nov-12 Danfoss A/S Danfoss Power 24% 690 48.6% 52.3% 48.8% 46.9% 21-Mar-10 CONSOL Energy CNX Gas Corp 17% 964 24.2% 45.8% 37.8% 35.1% 9-Oct-06 Nielsen Holdings NetRatings 40% 329 44.1% 47.6% 42.9% 51.5% 3-Mar-05 Vishay Intertechnology Siliconix 20% 202 18.3% 21.4% 12.6% 7.0% 20-Aug-02 Unocal Corp Pure Resources 42% 512 22.6% 27.0% 18.6% 12.3% 19-Feb-02 Sabre Holdings Travelocity.com 30% 447 45.8% 48.3% 19.5% 17.9% 15-Feb-01 Westfield America Trust Westfield America 43% 268 12.5% 9.7% 12.6% 17.8% 21-Sep-00 Ford Motor Hertz 19% 706 46.4% 42.4% 6.8% 19.7% 14-Aug-00 News Corp BHC Communications 24% 888 16.4% 11.4% 13.8% 10.7% 31-Jan-00 Thermo Electron Corporation Thermo Instrument Systems 11% 301 27.5% 29.0% 83.4% 69.7% Average: 33.0% 35.5% 32.8% 32.1% Median: 27.5% 42.4% 19.5% 19.7% Deutsche Bank Note: Includes domestic transactions since 2000 over $200mm in deal value. 23 Corporate & Investment Bank Source: Company filings, Thomson Reuters, Factset, SNL Financial, press articles


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E Research analyst price targets (unaffected and current) $16.00 $16.00 $15.00 $15.00 Current research median: $14.25 $13.50 Unaffected research median: $13.50 $12.00 $12.00 $10.00 N/A N/A N/A N/A SunTrust Compass Point FBR KBW William Blair JMP Unaffected Current Deutsche Bank Note: Represents unaffected share price targets of research analysts prior to announcement of offer to buy out the minority shareholders of Pine. Current price targets 24 Corporate & Investment Bank as of 26th February, 2018 Source: Thomson Eikon, Wall Street research, Research summary provided by Pine Management


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