EX-99.C.6 8 d534218dex99c6.htm EXHIBIT (C)(6) Exhibit (c)(6)

Exhibit (c)(6)

 

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Deutsche Bank CONFIDENTIAL Corporate & Investment Bank Project Pine Valuation Update February 5, 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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Discussion agenda 1 Situation update 2 Summary of Pine Management financial projections 3 Preliminary valuation summary 4 Discussion of alternatives 5 Tactical considerations and next steps Deutsche Bank Corporate & Investment Bank


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Deutsche Bank Corporate & Investment Bank Section 1 Situation update


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Situation recap and key matters for discussion (1/2) Jan 9: Submission of joint proposal by Stone Point Capital and the controlling family stockholders to acquire all of the outstanding common shares of AmTrust Financial Services (the Company or Pine) that are not currently owned or controlled by the family stockholders for $12.25 per share (the Initial Proposal) Summary timeline prior to Jan 10: Announcement of formation of the Special Committee (SC) to consider the Initial Proposal on behalf of the Companys minority advisor engagement shareholders and announcement of Willkie Farr & Gallagher (Willkie) as legal advisor to the SC Jan 19: Announcement of Deutsche Bank (DB) as financial advisor to the SC and Bank of America (BAML) as financial advisor to the Company Review of virtual data room of content provided to potential buyers and SC Discussions with Company CFO and Deputy CFO regarding business, accounting and financial matters Due diligence activity by SC Discussions with Company actuary regarding reserves and advisors Discussion with Company treasury and finance team regarding current and projected liquidity Discussion with Companys external auditor (KPMG) regarding reserves and timing of 2017 audit Update on various litigation matters from Willkie Continued due diligence activity, including meetings with Pine management Potential buyer activity Clarification discussion with legal representatives of buyer group (Skadden Arps and Paul Weiss) regarding the Initial Proposal Deutsche Bank 1 Corporate & Investment Bank


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Situation recap and key matters for discussion (2/2) Due diligence of Case 1 and Case 2 projections with Pine management (CEO and CFO) Review of preliminary Pine Benchmarking analysis of Case 1 and Case 2 relative to research views and industry peers management projections Preliminary valuation analyses included in this discussion Expected further updates to Q4 2017 and full-year 2017 results Briefing from IR department on public investor feedback Public investor feedback Received direct feedback from a number of public shareholders Stock continues to trade well above $12.25 offer price Stock trading activity VWAP since offer of $12.84; Current price of $12.85 (Feb 2) Deutsche Bank Note: Market data as of 2/2/2018. 2 Corporate & Investment Bank


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


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Preliminary management projection summary Source: January 24, 2017 Management Projections (Case 1) January 31, 2017 Management Projections (Case 2) GPW: Grows by 5.7% in 2017E, 6.0% in 2018E, 4.5% in 2019E before GPW: Grows by 5.7% in 2017E, 2.5% in 2018E, 3.2% in 2019E before stabilizing at 5.0% in 2021E and 2022E stabilizing at 3.5% in 2021E and 2022E Topline growth Service and fee revenue: Grows by 8.5% in 2018E and then grows 5% Service and fee revenue: Grows by 8.5% in 2018 and then grows 3% YoY YoY in the remainder of the projection period in the remainder of the projection period Loss ratio: Improves from 79.1% (70.9% ex. prior year development or Loss ratio: Improves from 79.1% (70.9% ex. PYD) in 2017E to 68.5% in PYD) in 2017 to 67.2% in 2018, 66.8% in 2019E and then remaining at 2018E for the rest of the projection period Underwriting margin 66.6% for the rest of the projection period Expense ratio: Improves from 27.8% in 2017 to 27.2% in 2018E and then Expense ratio: Improves from 27.8% in 2017 to 27.0% in 2018E and gradually to 27.1% in 2022E then 10bps every year Investment yield: improves from 2.47% in 2017 to 2.60% in 2018E and Investment yield: improves from 2.47% in 2017E to 2.60% in 2018E and Investment yield then 10bps every year then 5bps every year Dividend per share: Grows every year by 5% from $0.70 per share in Dividend per share: Remains flat at $0.70 per share for the projection 2017E Capital management period Share repurchases: Start only in 2020E with $43mm and grow to Share repurchases: Start meaningfully ($23mm) only in 2022E $101mm in 2022E Pro forma recent Projections are pro forma for recent events such as Tecmo sale, ADC exhaustion and sale of personal lines policy management system to National transactions General Operating income and EPS(a): Nearly doubles operating income from Operating income and EPS(a): Operating income grows from $176mm in $244mm in 2018E to $441mm in 2022E, and operating EPS from $1.21 2018E to $263mm in 2022E, and operating EPS grow from $0.87 to $1.31 to $2.28 per share (at a CAGR of 17%) per share (at a CAGR of 11%) Summary impact Operating ROE: Improves from 1.8% in 2017 to 7.3% in 2018E and rises Operating ROE: Improves from 1.8% in 2017 to 5.4% in 2018E and rises to to 11.5% in 2022E 7.4% in 2022E BVPS and TBVPS(a): BVPS grows from $16.73 at 2017E YE to $21.24 in BVPS and TBVPS(a): BVPS grows from $16.73 at 2017E YE to $18.45 in 2022E whereas TBVPS grows from $12.44 to $17.62 in the same period 2022E whereas TBVPS grows from $12.44 to $15.00 in the same period Deutsche Bank (a) Preliminary valuation analysis adjusts EPS, BVPS and TBVPS to reflect 202mm fully diluted shares outstanding. 3 Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Corporate & Investment Bank


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Key differences between Case 1 and Case 2 over the projection period Gross written premiums ($bn) Underwriting profit ($mm) 5.7% 6.0% 4.5% 4.8% 5.0% 5.0% CR 90.8% 88.1% 98.7% 94.2% 93.7% 93.4% 93.3% 93.1% Annual growth: 5.7% 2.5% 3.2% 3.4% 3.5% 3.5% LR 66.0% 61.8% 70.9% 67.2% 66.8% 66.6% 66.6% 66.6% CAGR (17 22): 5.1% CR 90.8% 88.1% 98.7% 95.7% 95.7% 95.7% 95.7% 95.7% CAGR (17 22): 3.2% LR 66.0% 61.8% 70.9% 68.5% 68.5% 68.5% 68.5% 68.5% $10.2 $10.8 $445 $9.8 $416 $9.3 $9.8 $9.5 $389 $9.2 $354 $8.9 $8.9 $340 $340 $8.4 $8.4 $8.6 $316 $296 $296 $7.9 $7.9 $241 $250 $258 $231 $235 $6.8 $6.8 CAGR (18 22): 9.0% CAGR (18 22): 2.9% ($351) ($351) 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Operating EPS TBVPS Operating $470 $409 $52 $244 $290 $343 $391 $441 32.6% 32.0% 2.9% 9.7% 11.0% 12.2% 13.1% 13.9% earnings ROTE: ($mm): $470 $409 $52 $176 $189 $212 $237 $263 32.6% 32.0% 2.9% 4.7% 5.1% 6.0% 6.8% 7.6% CAGR (18 22): 17.2% $2.79$2.79 CAGR (18 22): 10.6% $17.62 $10.8 $16.15 $2.34$2.34 $10.2 $14.92 $2.28 $9.8 $13.90 $14.27 $15.00 $9.3 $8.9 $13.07 $13.65 $8.4 $1.98 $12.77 $13.15 $7.9 $12.44 $12.44 $1.71 $1.44 $1.31 $8.20 $8.20 $1.21 $1.18 $0.94 $1.05 $6.50$6.50 $0.87 $0.27$0.27 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Case 1 Case 2 Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 4 Corporate & Investment Bank


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Key differences between Case 1 and Case 2 in 2018 Impact to after-tax operating earnings $8.7 (13.0%) $57.6 (85.5%) $6.1 $0.0 $0.3 $5.3 (9.0%) 0.0% (0.5%) 7.9% $243.6 $176.3 Case 1 Gross written premium Loss ratio Expense ratio Service and fee income Investment income Other Case 2 Case 1 $8.9bn 67.2% 27.0% $40.9mm $280.7mm —Case 2 $8.6bn 68.5% 27.2% $40.9mm $280.3mm — Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 5 Corporate & Investment Bank


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Deutsche Bank Corporate & Investment Bank Section 3 Preliminary 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 Price / Earnings, Price / Book Value, Price / Tangible Book Value are considered valuation Public trading multiples Trading Regression of Price / Book Value to Return on Equity (on a stated and tangible basis) is also used Applied to consensus research estimates, Case 1 and Case 2 B Discount future dividends and the calculated terminal equity value Apply an appropriate discount rate reflecting the cost of equity for Pine and peers relative to Pine valuation 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) Applied to Case 1 and Case 2 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 consensus research estimates, Case 1 and Case 2 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 E Current and recent stock price performance Public market performance metric and research perspectives Referenc 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. 6 Corporate & Investment Bank


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Preliminary valuation summary Multiple Valuation approach Metric Range Indicative share price Research consensus $1.35 7.0x—9.0x $9.45 $12.15 Research Case 1 Pine—historical P/E ratio Case 1 $1.21 7.0x—9.0x $8.45 $10.87 Case 2 Case 2 $0.87 7.0x—9.0x $6.12 $7.86 Research consensus $1.35 7.0x—10.0x $9.45 $13.50 tion Peer P/E with Pine lua Case 1 $1.21 7.0x—10.0x $8.45 $12.08 va Public trading discount A multiples (2018E) ing Case 2 $0.87 7.0x—10.0x $6.12 $8.74 Tr ad Case 1 (9.8% ROTE) $12.09 0.72x—1.06x $8.68 $12.87 P/TBV regression (implied discount) Case 2 (7.1% ROTE) $12.09 0.57x—0.85x $6.90 $10.23 Case 1 (7.3% ROE) $16.26 0.56x—0.84x $9.16 $13.58 P/BV regression (implied discount) Case 2 (5.4% ROE) $16.26 0.44x—0.66x $7.21 $10.69 Terminal P/E 6.0x—10.0x $10.67 $17.43 tion Case 1 Dividend discount Perpetuity growth 0.5%—2.5% $11.21 $18.16 B alua model v COE (12% -16%) Terminal P/E 6.0x—10.0x D M $7.20 $10.99 Case 2 D Perpetuity growth 0.5%—2.5% $7.50 $11.39 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 C insurance Research consensus $1.35 10.0x—16.0x $13.50 $21.60 transactions NTM P/E Case 1 $1.21 10.0x—16.0x valuation $12.08 $19.32 A Case 2 $0.87 10.0x—16.0x $8.74 $13.98 M& 1-day $10.15 20%—40% $12.18 $14.21 Precedent minority D 1-month $10.08 20%—40% squeeze-outs $12.10 $14.11 90-day VWAP $11.03 20%—40% $13.23 $15.44 e Public market Trading range since 3-month trading range ric performance & $8.86 $14.07 announcement E erenc ($12.55—$13.42) met research ef Research targets, unaffected R perspectives $10.00 $16.00 $5.00 $10.00 $10.15 $12.25 $15.00 $20.00 $25.00 Unaffected Offer share price price Deutsche Bank Note: Market data as of 2/2/2018. 7 (a) Discount is equal to the 1-yr and 5-yr discount at which Pine trades relative to peers on a P/NTM EPS basis. Corporate & Investment Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit, SNL Financial, FactSet, Wall Street research


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5-year stock price performance 1-yr 3-yr 5-yr Pine (51.8%) (50.6%) (16.1%) Pine—unaffected (61.9%) (61.0%) (33.7%) $40.00 Peers 10.4% 58.9% 112.8% S&P 500 21.1% 36.7% 84.7% $35.00 112.8% $30.00 price) 84.7% Pine $25.00 to b ased $20.00 (re p rice $15.00 Stock $12.85 (16.1%) $10.15 $10.00 (33.7%) January 9, 2018: Stone Point Capital and Family Stockholders $5.00 make 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 2/2/2018. Peers include AFG, AGII, AIZ, AMSF, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, THG and WRB. Pine unaffected price taken as of 8 1/9/2018. Corporate & Investment Bank Source: FactSet


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Stock price performance since 3 months prior to announcement $16.00 $15.00 8.3% $14.00 1.6% r ice) p ine $13.00 $12.85 P (6.5%) to e d $12.25 a s $12.00 (reb November 6, 2017: November 8, 2017: Pine price Pine announces sale of announces Q3 earnings, Tecmo k $11.00 including adverse $11.03 toc development cover of S $326.9mm Unaffected price $10.00 (26.1%) January 9, 2018: Stone Point Capital and Family Stockholders $9.00 make offer to acquire outstanding shares of common stock for $12.25/share $8.00 Oct-2017 Nov-2017 Dec-2017 Feb-2018 Pine Peers S&P 500 Offer price 3-month VWAP Deutsche Bank Note: Market data as of 2/2/2018. Peers include AFG, AGII, AIZ, AMSF, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, THG and WRB. 9 Source: FactSet Corporate & Investment Bank


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A 5-year history of P/NTM EPS Average Unaffected share Current share price price as of 1/9/18 Current 1 year 5 year ($12.85) ($10.15) Offer price ($12.25) Pine 9.0x 7.3x 9.2x Consensus NTM EPS estimate 9.0x 7.1x 8.5x Peers 15.8x 16.9x 14.3x 2018E EPS—Case 1 10.6x 8.4x 10.1x 20.0x 2018E EPS—Case 2 14.8x 11.7x 14.1x Historical Pine discount (57%) (36%) Implied benchmark relative to 6.8x 10.1x current peer multiple 16.0x 15.8x 5-yr average: 14.3x E PS TM 12.0x N / P 5-yr average: 9.2x 9.0x 8.0x 1-yr average: 7.3x 4.0x 2013 2014 2015 2016 2017 2018 Pine Peers Deutsche Bank Note: Market data as of 2/2/2018. Peers include AFG, AGII, AIZ, AMSF, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, THG and WRB. Pine metrics post announcement 10 of Stone Point offer calculated using unaffected stock price as of 1/9/2018. Corporate & Investment Bank Source: FactSet, Pine projections prepared by Pine and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit


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A 5-year history of P/BVPS and P/TBVPS P/BVPS history P/TBVPS history Average Current Unaffected Average Current Unaffected Current 1-yr 3-yr 5-yr share price share price Offer price Current 1-yr 3-yr 5-yr share price share price Offer price ($12.85) ($10.15) ($12.25) AFSI 1.98x 2.16x 3.03x 3.43x ($12.85) ($10.15) ($12.25) Pine 0.97x 1.07x 1.79x 1.93x 3.20x 9/30 BVPS—9/30 TBVPS—Peers 1.56x 1.58x 1.37x 1.25x 5.20x Peers 1.86x 1.77x 1.52x 1.37x unadj. for 0.97x 0.77x 0.92x unadj. for 1.98x 1.57x 1.89x Tecmo Tecmo 2017E BVPS 2017E 3.20x 0.79x 0.62x 0.75x—Mgmt proj. TBVPS—1.06x 0.84x 1.01x Mgmt proj. 2.50x 3.67x 2.50x P/BV 1.80x / TBV P 1.91x P/BV 1.56x 1.80x 2.13x 1.98x 1.10x 1.86x 0.97x 1.10x 0.79x 1.06x 0.99x 0.61x 0.60x 0.40x 2013 2014 2015 2016 2017 2018 2013 2014 2015 2016 2017 2018 Case 1: Case 1: Operating 7.3% Operating 10.7% ROE: 21.5% 24.0. 7% 40x 19.9% 13.3% 1.8%(a) 41.6% 51.5% 39.1% 31.8% 2.8%(a) Case 2: ROTE: Case 2: Jan-13 Jan-14 Jan-15 Jan-16 Jan-17 Jan-18 5.4% 7.3% (b) Pine—stated Pine—pro-forma for Tecmo sale (starting 11/6/2017) Peers Deutsche Bank Note: Market data as of 2/2/2018. Peers include AFG, AGII, AIZ (pro-forma for The Warranty Group acquisition), AMSF, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, 11 THG and WRB. Pine BVPS and TBVPS prepared by Pine Management projections pro-forma for Tecmo sale of $16.26 and $12.09 for BVPS and TBVPS, Corporate & Investment Bank respectively. (a) Pro-forma for Tecmo sale based on Pine management estimates. (b) Pine projections prepared by Pine Management. Source: SNL Financial, Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit


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A P/TBV vs. ROTE regression Implied Discount 12/31/2017 Implied 2018E ROTE P/TBV 57% 36% TBVPS price Case 1 9.8% 1.67x 0.72x 1.06x $12.09 $8.68—$12.87 Case 2 7.1% 1.32x 0.57x 0.85x $12.09 $6.90—$10.23 2.50x MKL AMSF y = 12.866x + 0.411 R = 0.795 SIGI 2.00x AFG PRA WRB THG EIG Pine—Case 1, Implied P/TBV 1.50x Pine—Case 2, Implied AGII NAVG CNA 1.06x Pine—Case 1, 36% 1.00x discount Pine—Case 2, Actual 0.85x Pine—Case 2, Pine—Case 1, Actual 36% discount 0.72x Pine—Case 1, 57% discount 0.57x Pine—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 2/2/2018. AIZ, PRA and MKL excluded from regression line. AIZ estimates N/A due to expected impact of The Warranty Group transaction. 12 Source: FactSet, SNL Financial, Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Corporate & Investment Bank


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A P/BV vs. ROE regression Implied Discount 12/31/2017 Implied 2018E ROE P/BV 57% 36% BVPS price 2.50x Case 1 7.3% 1.31x 0.56x 0.84x $16.26 $9.16—$13.58 AMSF Case 2 5.4% 1.03x 0.44x 0.66x $12.09 $5.36—$7.95 y = 14.051x + 0.2759 SIGI R = 0.7718 AFG 1.75x MKL WRB THG PRA JRVR EIG P/BV Pine—Case 1, Implied CNA AIZ Pine—Case 2, Implied NAVG 1.00x AGII Pine—Case 1, 0.84x 36% discount Pine—Case 2, 36% discount 0.66x Pine—Case 2, Actual Pine—Case 1, Actual 0.56x Pine—Case 1, 57% discount Pine—Case 2, 57% 0.44x 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 2/2/2018. AIZ, PRA and MKL excluded from regression line. 13 Source: FactSet, SNL Financial, Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Corporate & Investment Bank


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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 Pine $2,023 53.9% 1.08 0.57 12.1% Risk-free rate (20-yr) 3.0% 3.0% AFG 10,637 10.8% 0.90 0.83 10.1% Unlevered beta 0.57 0.77 AGII 1,896 23.4% 0.79 0.64 10.1% Levered beta 1.08 1.48 AIZ 5,092 17.3% 1.00 0.86 10.9% Equity risk premium 6.9% 6.9% AMSF 1,180 0.0% 0.91 0.91 11.0% CNA 14,540 16.4% 0.96 0.83 10.2% Size premium 1.7% 1.7% EIG 1,413 1.4% 1.10 1.09 12.3% Cost of equity 12.1% 14.9% JRVR 1,147 14.4% 0.75 0.66 9.9% MKL 15,596 13.7% 0.82 0.73 9.3% NAVG 1,502 14.9% 0.87 0.77 10.7% Cost of equity sensitivity analysis PRA 2,926 12.0% 0.76 0.69 9.8% Peer unlevered beta SIGI 3,532 11.1% 1.02 0.93 11.0% 0.60 0.70 0.77 0.80 0.90 THG 4,995 13.6% 0.85 0.76 9.9% 45.0% 11.5% 12.6% 13.4% 13.8% 14.9% WRB 9,265 21.2% 0.85 0.70 9.7% . 50.0% 12.1% 13.3% 14.2% 14.6% 15.8% Median — 13.7% 0.87 0.77 10.1%cap total 53.9% 12.6% 14.0% 14.9% 15.3% 16.7% / Median of peers’ unlevered beta 0.77 Debt 55.0% 12.8% 14.2% 15.1% 15.5% 16.9% Pine leverage 53.9% 60.0% 13.7% 15.2% 16.3% 16.8% 18.3% Implied Pine levered beta 1.48 Deutsche Bank Note: Market data as of 2/2/2018. Risk-free rate taken as 20-year US government bond yield as of 2/2/2018. Historical risk premium from Ibbotson. Size premium from Ibbotson. 14 Betas represent 5-year historical adjusted betas from Bloomberg. Pine fully-diluted market value represents unaffected stock price of $10.15. Corporate & Investment Bank (a) Fully diluted market value. Source: Ibbotson 2017 SBBI Yearbook, Bloomberg, SNL Financial


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B Dividend discount model Case 1 Assumptions 2018E 2019E 2020E 2021E 2022E All projections provided EPS $1.21 $1.44 $1.71 $1.98 $2.28 by Pine management EPS ex. Tecmo $1.18 $1.40 $1.64 $1.89 $2.17 Valuation as of YE Dividends per share $0.74 $0.77 $0.81 $0.85 2017 Present value Terminal value Uses mid-year @ 1/1/18 @ 12/31/21 discounting A. Cash flows Company keeps capital Present value of dividends (14.0% CoE) $2.45 structure the same B. Terminal value going forward Terminal P/E (@ 8.0x) $10.28 $17.37 Perpetuity growth rate (14.0% CoE, 1.5% growth) $10.28 $17.37 C. Value of Tecmo stake (49%) $1.10(a) Total value (A+B+C) Components of present Terminal P/E $13.84 value Perpetuity growth rate $13.84 $1.10 Sensitivity analyses P/E multiple Perpetuity growth rate $10.28 13.836 6.0x 7.0x 8.0x 9.0x 10.0x 13.836 0.5% 1.0% 1.5% 2.0% 2.5% $13.84 12.0% $11.92 $13.30 $14.68 $16.05 $17.43 12.0% $15.64 $16.18 $16.78 $17.43 $18.16 13.0% 11.58 12.91 14.25 15.58 16.91 13.0% 14.25 14.69 15.17 15.70 16.28 $2.45 equity equity of 14.0% 11.27 12.55 13.84 15.12 16.41of 14.0% 13.07 13.44 13.84 14.26 14.73 Dividends Terminal Tecmo Total value value Cost 15.0% 10.96 12.20 13.44 14.68 15.93 Cost 15.0% 12.07 12.38 12.71 13.06 13.44 16.0% 10.67 11.87 13.07 14.27 15.46 16.0% 11.21 11.47 11.74 12.04 12.36 Implied terminal P/BV 0.68x 0.79x 0.91x 1.02x 1.14x 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. 15 Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Corporate & Investment Bank


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B Dividend discount model Case 2 Assumptions 2018E 2019E 2020E 2021E 2022E All projections provided EPS $0.87 $0.94 $1.05 $1.18 $1.31 by Pine management EPS ex. Tecmo $0.84 $0.89 $0.98 $1.09 $1.20 Valuation as of YE Dividends per share $0.70 $0.70 $0.70 $0.70 2017 Present value Terminal value Uses mid-year @ 1/1/18 @ 12/31/21 discounting A. Cash flows Company keeps capital Present value of dividends (14.0% CoE) $2.19 structure the same B. Terminal value going forward 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 Total value (A+B+C) value Terminal P/E $8.97 Perpetuity growth rate $8.97 Sensitivity analyses $1.10 P/E multiple Perpetuity growth rate $8.97 6.0x 7.0x 8.0x 9.0x 10.0x 8.9741 0.5% 1.0% 1.5% 2.0% 2.5% $5.69 $8.97 12.0% $7.94 $8.70 $9.46 $10.23 $10.99 12.0% $10.00 $10.30 $10.63 $10.99 $11.39 ty ty $2.19 equi 13.0% 7.74 8.48 9.21 9.95 10.69 equi 13.0% 9.21 9.46 9.73 10.02 10.34 of of 14.0% 7.55 8.26 8.97 9.69 10.40 14.0% 8.55 8.76 8.97 9.21 9.47 Dividends Terminal Tecmo Total value ost ost value C C 15.0% 7.37 8.06 8.74 9.43 10.12 15.0% 7.99 8.16 8.34 8.53 8.74 16.0% 7.20 7.86 8.52 9.19 9.85 16.0% 7.50 7.64 7.79 7.95 8.13 Implied terminal P/BV 0.44x 0.51x 0.58x 0.66x 0.73x Implied terminal P/TBV 0.55x 0.64x 0.73x 0.82x 0.91x Deutsche Bank (a) Calculated as $221.4mm of carrying equity value divided by 201.7mm diluted shares. 16 Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Corporate & Investment Bank


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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 within the $200mm to $5bn range have been considered. Workers comp focused companies have 50% or more GPW or NPW from workers comp LoB. 17 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. 18 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) $18.00 $16.00 $16.00 $15.00 $15.00 Current research median: $15.00 $13.50 Unaffected research median: $13.50 $12.00 $12.00 $10.00 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 19 Corporate & Investment Bank as of 30th Jan, 3018 Source: Thomson Eikon, Wall Street research, Research summary provided by Pine Management


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Deutsche Bank Corporate & Investment Bank Section 4 Discussion of alternatives


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Strategic alternatives overview Scenario Description Potential benefits Considerations Risks to executing Management plan Continue to execute on the current business Advantages of being public including access to plan equity capital markets and public currency Continued pressure from rating agencies, Status Quo regulators and clients Minority stake continues to be owned by public Benefit from remedial actions that are already shareholders underway Impact of continued distraction from public markets Explore 100% sale of Pine to a third party Family stockholders have stated their intent not strategic or financial buyer Could facilitate price discovery to vote their shares in favor of an alternative Since announcement of offer on January 9, Strategic buyers may identify potential transaction Sale to Third Party 2018 no strategic or financial buyers have synergies through consolidation of Pines Further management distraction and required contacted the Company, the SC or their platform extensive due diligence for a broad sale respective financial advisors process Company has limited / no incremental leverage Buybacks would be accretive to book value per capacity or excess capital Recapitalization / Lever up balance sheet and / or return excess share, earnings per share and ROE given capital to shareholders Companys current trading levels Any additional leverage or reduction in capital share buybacks would likely put further pressure on Pines A. Attractive financing environment M. Best rating (already on negative watch) Complicated and time-intensive to negotiate Recapture all / part of premium ceded to Increase earnings and profitability of the and execute Reinsurance enhance earnings Company Unclear ability to capture better economics given likely tradeoffs on terms and conditions Company has communicated to regulators and rating agencies that it has no near-term plans for M&A Undertake strategic M&A to enhance M&A Supplement organic growth via accretive M&A Resumption of M&A activity would likely put positioning of company pressure on ratings Would distract from ongoing initiatives to right-size the business and restore profitability Deutsche Bank 20 Corporate & Investment Bank


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Deutsche Bank Corporate & Investment Bank Appendix I Supporting materials


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Analysis at various prices (1/2) Current offer price $12.25 $13.00 $14.00 $15.00 $16.00 $17.00 $18.00 $19.00 $20.00 Premium Metric Undisturbed price $10.15 20.7% 28.1% 37.9% 47.8% 57.6% 67.5% 77.3% 87.2% 97.0% Offer price $12.25 0.0% 6.1% 14.3% 22.4% 30.6% 38.8% 46.9% 55.1% 63.3% Current price $13.14 (6.8%) (1.1%) 6.5% 14.2% 21.8% 29.4% 37.0% 44.6% 52.2% Median unaffected research price target $13.50 (9.3%) (3.7%) 3.7% 11.1% 18.5% 25.9% 33.3% 40.7% 48.1% 52-week low $8.86 38.3% 46.7% 58.0% 69.3% 80.6% 91.9% 103.2% 114.4% 125.7% 52-week high $27.88 (56.1%) (53.4%) (49.8%) (46.2%) (42.6%) (39.0%) (35.4%) (31.9%) (28.3%) Multiple 2018 P/E Median research estimate $1.35 9.1x 9.6x 10.4x 11.1x 11.9x 12.6x 13.3x 14.1x 14.8x Case 1 $1.21 10.1x 10.7x 11.6x 12.4x 13.2x 14.0x 14.9x 15.7x 16.5x Case 2 $0.87 14.1x 14.9x 16.1x 17.2x 18.4x 19.5x 20.7x 21.8x 23.0x 2019 P/E Median research estimate $1.85 6.6x 7.0x 7.6x 8.1x 8.6x 9.2x 9.7x 10.3x 10.8x Case 1 $1.44 8.5x 9.0x 9.7x 10.4x 11.1x 11.8x 12.5x 13.2x 13.9x Case 2 $0.94 13.1x 13.9x 15.0x 16.0x 17.1x 18.2x 19.2x 20.3x 21.4x P/BV (12/31/2017 PF) $16.26 0.75x 0.80x 0.86x 0.92x 0.98x 1.05x 1.11x 1.17x 1.23x P/TBV (12/31/2017 PF) $12.09 1.01x 1.08x 1.16x 1.24x 1.32x 1.41x 1.49x 1.57x 1.65x Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 21 Corporate & Investment Bank


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Analysis at various prices (2/2) Current offer price $12.25 $13.00 $14.00 $15.00 $16.00 $17.00 $18.00 $19.00 $20.00 Selected other metrics Metric Premium to DDM value midpoint Case 1 Terminal P/E scenario $13.18 (7.1%) (1.4%) 6.2% 13.8% 21.4% 29.0% 36.6% 44.2% 51.7% Perpetual growth scenario $13.67 (10.4%) (4.9%) 2.4% 9.7% 17.0% 24.4% 31.7% 39.0% 46.3% Case 2 Terminal P/E scenario $8.33 47.1% 56.1% 68.1% 80.1% 92.1% 104.1% 116.1% 128.1% 140.1% Perpetual growth scenario $8.61 42.2% 51.0% 62.6% 74.2% 85.8% 97.4% 109.0% 120.6% 132.2% Price / BV Adjusted for Reserve Development $250mm favorable development $17.15 0.71x 0.76x 0.82x 0.87x 0.93x 0.99x 1.05x 1.11x 1.17x $250mm unfavorable development $15.36 0.80x 0.85x 0.91x 0.98x 1.04x 1.11x 1.17x 1.24x 1.30x $500mm unfavorable development $14.47 0.85x 0.90x 0.97x 1.04x 1.11x 1.17x 1.24x 1.31x 1.38x Price / TBV Adjusted for Reserve Development $250mm favorable development $12.98 0.94x 1.00x 1.08x 1.16x 1.23x 1.31x 1.39x 1.46x 1.54x $250mm unfavorable development $11.20 1.09x 1.16x 1.25x 1.34x 1.43x 1.52x 1.61x 1.70x 1.79x $500mm unfavorable development $10.31 1.19x 1.26x 1.36x 1.45x 1.55x 1.65x 1.75x 1.84x 1.94x Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 22 Corporate & Investment Bank


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Estimated impact of changes in reserves Illustrative impact to book value of a change in reserves ($ in mm) Net reserve redundancy / After-tax NOI impact per (deficiency) % of existing net reserves After-tax NOI impact share PF 2017YE BVPS PF 2017YE TBVPS $250 4.0% $180 $0.89 $17.15 $12.98 $0 0% $0 $0.00 $16.26 $12.09 ($250) (4.0%) ($180) ($0.89) $15.36 $11.20 ($500) (8.0%) ($360) ($1.78) $14.47 $10.31 Deutsche Bank 1) Assumes tax rate of 28% as assumed by Pine Management in their financial projections for 2017. 23 Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Corporate & Investment Bank


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Current Pine ownership Current shareholder breakdown Family ownership summary Public ownership summary Position % Position % Name Name (000) ownership (000) ownership Public float Family 44% ownership Barry Zyskind (CEO) 17,252 8.8% 55% The Vanguard Group 9,726 5.0% George Karfunkel (Director) 32,438 16.5% Invesco Advisers 7,620 3.9% Other insiders and employees 1% Leah Karfunkel (Director) 6,596 3.4% BlackRock Fund 5,221 2.7% MK Family Trust 15,505 7.9% Advisors Goldman Sachs & Co. 5,146 2.6% Gevurah 12,020 6.1% Principal Global Total as defined in 13-D filings 83,811 42.7% 3,702 1.9% Investors Non-voting shares until George & Leah Karfunkel and Barry Zyskind SSgA Fund after the 2018 annual 24,096 12.3% 3,254 1.7% through private placement(a) Management shareholders meeting Total Karfunkel & Zyskind common shares 107,907 55.0% RBC Global Asset 2,871 1.5% Management Other insiders 2,713 1.4% Dimensional Fund 2,699 1.4% Advisors Other common shares 85,433 43.6% Invesco PowerShares 2,301 1.2% Capital Management Total common shares 196,053 100.0% JPMorgan Securities 2,145 1.1% RSUs and PSUs 4,917 Other 40,748 20.8% Stock Options 1,424 Total diluted common shares (fully converted) 202,394 Total public 85,433 43.6% Deutsche Bank (a) Shares issued on 5/25/2017. 24 Corporate & Investment Bank Source: Pine capitalization table provided by Pine Management. Data as of 22nd Dec, 2017, Public filings


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Deutsche Bank Corporate & Investment Bank Appendix II Detail of preliminary management projections


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Underwriting comparison Gross written premiums ($bn) Net earned premiums ($bn)(a) Annual 5.7% 6.0% 4.5% 4.8% 5.0% 5.0% CAGR (17 22): 4.9% growth: CAGR (17 22): 3.1% 5.7% 2.5% 3.2% 3.4% 3.5% 3.5% CAGR (17 22): 5.1% CAGR (17 22): 3.2% $6.2 $6.5 $10.8 $5.9 $6.0 $10.2 $9.8 $5.6 $5.8 $9.8 $9.5 $5.5 $5.4 $5.6 $9.3 $9.2 $5.4 $8.9 $8.9 $5.1 $5.1 $8.4 $8.4 $8.6 $7.9 $7.9 $4.7 $4.7 $6.8 $6.8 $4.0 $4.0 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Loss and LAE ratio (ex. PYD) Expense ratio 70.9% 70.9% 68.5% 68.5% 68.5% 68.5% 68.5% 67.2% $10.8 66.8% 66.6% 66.6% 66.6% $10.2 27.8% 27.8% 66.0% 66.0% $9.8 27.2% 27.0% 27.1% 27.1% 27.1% 27.1% $9.3 26.9% 26.8% $8.9 26.7% 26.6% $7.9 $8.4 26.4% 26.4% 61.8% 61.8% 24.8% 24.8% 2015A 2016A 2017E 2016A 2018E 2017E 2019E 2020E 2018E 2021E 2019E 2022E 2020E 2015A 2016A 2021E 2017E 2022E 2018E 2019E 2020E 2021E 2022E Case 1 Case 2 Deutsche Bank (a) Retention ratio and NWP to NEP largely unchanged between Dec 2017 and Jan 2018. 25 Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Corporate & Investment Bank


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Profitability analysis Underwriting profit ($mm) Net investment income ($mm) CAGR (18 22): 9.0% Case 1 2.48% 2.58% 2.47% 2.60% 2.70% 2.80% 2.90% 3.00% CAGR (18 22): 2.9% yield: Case 2 $445 2.48% 2.58% 2.47% 2.60% 2.65% 2.70% 2.75% 2.80% $416 yield: $354 $389 $340 $340 $316 $296 $296 $258 $397 $235 $241 $250 $231 $364 $362 $333 $317 $339 $305 $297 $281 $280 $250 $250 $208 $208 $156 $156 ($351) ($351) 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Service and fee income ($mm) Corporate and other revenue ($mm) CAGR (17 22): 6.1% $108 $108 $98 $98 $105 $105 $102 $102 CAGR (17 22): 4.0% $99 $99 $93 $93 $97 $97 $90 $90 $83 $83 $77 $77 $10.8 2015A $10. 2016A 2 2017E 2018E 2019E 2020E 2021E 2022E $9.8 $9.3 $51 $8.9 $48 $8.4 $45 $46 $7.9 $43 $43 $44 $41 $41 $42 Other expenses ($mm) $38 $38 $202 $202 $192 $192 $198 $198 $190 $190 $182 $182 $187 $187 $150 $150 $143 $143 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2016A 2017E 2018E 2019E 2020E2015A 2021E 2016A 2017E2022E 2018E 2019E 2020E 2021E 2022E Case 1 Case 2 Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 26 Corporate & Investment Bank


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Operating income and net income comparison Pre-tax income ($mm) After-tax net income ($mm) CAGR (18 22): 15.2% CAGR (18 22): 19.4% CAGR (18 22): 10.2% CAGR (18 22): 15.2% $620 $563 $563 $551 $499 $499 $471 $471 $500 $500 $489 $446 $419 $419 $388 $415 $363 $363 $394 $335 $353 $356 $323 $270 $267 $287 $234 $268 $219 $204 $169 $152 (a) 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Operating income adjustments After-tax operating income ($mm) CAGR (18 22): 16.0% $50 $50 CAGR (18 22): 10.5% $46 $46 $25 $25 $20 $20 $9 $9 $3 $3 $470 $470 $441 ($4) ($4) $10.8 $409 $409 $10.2 $391 $9.8 $9.3 $343 $8.9 $8.4 $7.9 $290 Removes gain on sale of $263 Tecmo, deferred gain on ADC $244 $237 $212 and other adjustments $189 $176 ($447) ($447) $52 $52 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2016A 2017E 2018E 2019E 2020E 2015A 2016A 2021E 2017E 2022E 2018E 2019E 2020E 2021E 2022E Case 1 Case 2 Deutsche Bank (a) Includes $820mm gain on Tecmo sale. 27 Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Corporate & Investment Bank


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Capital management Operating EPS Dividends per share CAGR (18 22): 17.2% CAGR (18 22): 10.6% $0.90 $2.79$2.79 $0.81 $0.85 $2.34$2.34 $0.74 $0.77 $2.28 $0.70 $0.70 $0.70 $0.70 $0.70 $0.70 $0.70 $0.64$0.64 $1.98 $1.71 $0.55$0.55 $1.44 $1.31 $1.21 $1.18 $0.94 $1.05 $0.87 $0.27$0.27 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Capital management (dividends & share repurchases) Shares outstanding $0.90 $0.85 $0.81 201.7 201.7 201.7 201.7 201.7 201.7 201.6 201.5 200.2 199.4 $0.77 195.8 191.0 $0.70 $0.70 $0.74 $0.70 $0.70 $0.70 $0.70 $0.70 $0.64$0.64 179.7179.7 174.7174.7 0.8 $101 $10.2 $0.55$0.55 $9.8 $70 $9. .9 $8.4 $43 $7.9 $23 $3 $158 $162 $166 $145 $152 $129 $129 $138 $138 $138 $138 $137 $108$108 $86 $86 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Dividends 2016A 2017E Share repurchases 2018E 2019E 2020E 2021E 2022E Case 1 Case 2 Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 28 Corporate & Investment Bank


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BVPS and ROE Shareholders equity ($bn) Tangible shareholders equity ($bn) $3.9 $3.8 $3.3 $3.1 $2.9 $3.6 $3.6 $2.9 $2.7 $2.8 $3.5 $3.5 $2.7 $2.6 $2.6 $3.4 $2.4 $2.4 $2.5 $3.4 $3.3 $3.3 $3.3 $3.3 $1.4 $1.4 $1.1 $1.1 $2.4 $2.4 $2.2 $2.2 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E BVPS TBVPS Case 1 Case 1 24.4% 17.8% 1.8% 7.3% 8.5% 9.7% 10.6% 11.5% 32.6% 32.0% 2.9% 9.7% 11.0% 12.2% 13.1% 13.9% ROE: Case ROTE: 2 Case 2 32.6% 32.0% 2.9% 4.7% 5.1% 6.0% 6.8% 7.6% 24.4% 17.8% 1.8% 3.5% 3.9% 4.6% 5.3% 6.0% ROTE: ROE: $21.24 $17.62 $19.77 $16.15 $18.61 $10.8 $14.92 $15.00 $18.45 $13.90 $14.27 $17.71 $17.78 $10.2 $13.65 $17.11 $17.29 $9.8 $13.07 $13.15 $16.73 $16.73 $16.80 $16.96 $9.3 $12.44 $12.44 $12.77 $8.9 $8.4 $7.9 $13.81 $13.81 $12.74 $12.74 $8.20 $8.20 $6.50$6.50 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2016A 2017E 2018E 2019E 2020E 2021E 2022E Case 1 Case 2 Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 29 Corporate & Investment Bank


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IMPORTANT: This presentation (the Presentation) has been prepared by Deutsche Banks investment banking department for the benefit and internal use of the recipient (the Recipient) to whom it is addressed. Neither Deutsche Bank AG New York Branch, Deutsche Bank Trust Company Americas (DBTCA) nor any of their banking affiliates is responsible for the obligations of Deutsche Bank Securities Inc. or any U.S. Broker-dealer affiliate. Unless specified otherwise, deposit products are provided by DBTCA, Member FDIC. The Recipient is not permitted to reproduce in whole or in part the information provided in this Presentation (the Information) or to communicate the Information to any third party without our prior written consent. No party may rely on this Presentation without our prior written consent. Deutsche Bank and its affiliates, officers, directors, employees and agents do not accept responsibility or liability for this Presentation or its contents (except to the extent that such liability cannot be excluded by law). This Presentation is (i) for discussion purposes only; and (ii) speaks only as of the date it is given, reflecting prevailing market conditions and the views expressed are subject to change based upon a number of factors, including market conditions and the Recipient’s business and prospects. The Information, whether taken from public sources, received from the Recipient or elsewhere, has not been verified and Deutsche Bank has relied upon and assumed without independent verification, the accuracy and completeness of all information which may have been provided directly or indirectly by the Recipient. No representation or warranty is made as to the Informations accuracy or completeness and Deutsche Bank assumes no obligation to update the Information. The Presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Deutsche Bank. The analyses contained in the Presentation are not, and do not purport to be, appraisals of the assets, stock, or business of the Recipient. The Information does not take into account the effects of a possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects. The Presentation is not exhaustive and does not serve as legal, accounting, tax, investment or any other kind of advice. This Presentation is not intended to provide, and must not be taken as, the basis of any decision and should not be considered as a recommendation by Deutsche Bank. Recipient must make its own independent assessment and such investigations as it deems necessary. In preparing this presentation Deutsche Bank has acted as an independent contractor and nothing in this presentation is intended to create or shall be construed as creating a fiduciary or other relationship between the Recipient and Deutsche Bank. Deutsche Bank Corporate & Investment Bank