AGC's 2017 European Tech Conference

AGC’s 4th Annual European Technology Growth Conference

June 7th, 2017 One Great George Street, London

The Top Technology Boutique Bank

At the Forefront of Technology Advisory

Common Characteristics of an AGC Banking Team

AGC PARTNERS Thank you for joining us at AGC Partners’ 2017 European Technology Growth Conference. As al- ways, we are grateful to the 100+ participating companies and all of the attendees for their time and effort in making it such a worthwhile program. We would also like to thank our corporate sponsor, Morrison Foerster, for their role in bringing together this event. Our program includes panel discussions on today’s most relevant technology topics and presenta- tions delivered by CEOs of leading technology companies. We have a strong turnout for the 1-on-1 meetings, and look forward to hearing about the connections and relationships developed during these sessions. After more than 14 years of hosting great growth conferences, the 1-on-1 meetings we facilitate among strategic acquirers, private equity professionals and venture capitalists and the technology entrepreneurs have become the cornerstone of AGC events. At our West Coast Technol- ogy Growth Conference in February more than 3,500 1-on-1 meetings were held among 1,600 par- ticipants. Since AGC Partners’ inception in 2003, we have completed over 300 transactions and have grown to become one of the largest global technology investment banking firms. Our 50+ person team is led by 18 partners located in our Boston headquarters, Silicon Valley, New York, London, and Min- neapolis. AGC Partners has been ranked by 451 Research as one of the most active boutique tech- nology dealmakers in the United States for the past 8 years. This momentum continues with a rec- ord 32 transactions completed in 2016 and 12 transactions year to date. We achieve our success by developing and building upon outstanding relationships with the most active corporate technology buyers and top VC and PE firms across the globe, many of which are represented at this event. Our continued passion is to discover and work with exciting entrepreneurs and growth companies, helping them through some of their most monumental endeavors to achieve their career dreams and corporate vision. To those of you who are current clients or first time attendees at an AGC event, we are confident that you will find this conference to be a valuable experience and we hope to have the opportunity to connect with you during the program.

Regards,

M. Benjamin Howe

Maria Lewis Kussmaul , CFA

Keynote Speaker

Nick Coleman

Global Head Cyber Security Intelligence, IBM

Nick Coleman is a world leading authority on Cyber Security. He serves on a number of advisory boards for Venture Capital Backed Startups. He was formerly The National Reviewer of Security for the UK Government and Authored “The Coleman Report’ published in the Houses of Parlia- ment. He is now Global Cyber Intelligence Head at IBM. He is also Chair of the Technology panel at the Institution of Engineering and Technology, the global Engineering body with 165,000 members. He is a Visiting Professor at Lancaster University Cyber Security Institute of Research Excellence He is an appointed Advisor to the European Union Security Agency ENI- SA where he serves on the Permanent Stakeholders Group. Before security he had a career in business. He holds an MBA with Distinction from Manchester Business School. Please connect and follow him on twitter @colemansec.

AGC Partners’ 2017 European Technology Growth Conference Wednesday, June 7th, 2017

GROUND FLOOR

7:00-8:00

Registration

COMPANY PRESENTATIONS BRUNEL ROOM

INDUSTRY PANELS - TELFORD THEATRE

TIME

COMPANY

SECTOR

9:00

Tempo

Software

9:15

Grapeshot

Marketing Tech

9:30

LoopMe

AdTech

9:45

Push Doctor

Health Care Tech

9:50-10:30

Technology M&A

10:00

DarkTrace

Security

10:15

Celltick

Mobile Marketing

10:30

ThinkTank

Enterprise Software

10:40-11:20

Inside Story of Doing a Deal

10:45

Starling Bank

FinTech

11:00

Waratek

Security

11:15

OurCrowd/BioCatch

FinTech

11:30-12:10

Tech Financings

11:30

Deposit Solutions

FinTech

11:45

Emarsys

Marketing Tech

GREAT HALL

12:10-12:40

Lunch

12:45-13:00

AGC Partners Welcome

13:00-13:30

Keynote Speaker: Nick Coleman, Global Head, Cyber Security Intelligence, IBM

COMPANY PRESENTATIONS BRUNEL ROOM

INDUSTRY PANELS - TELFORD THEATRE

TIME

COMPANY

SECTOR

14:00

Transatel

IoT

13:45-14:30

An International Perspective on Cyber Security

14:15

Marley Spoon

Food Tech

14:30

Minute Media

Digital Media

14:40-15:20

Internet of Things

COCKTAIL RECEPTION - 17:00 - 19:00 - BENUGO, ST. JAMES’S PARK

Cocktail Reception

Please join us after AGC Partners' London Tech Conference for cocktails and conversation.

BENUGO

Located in St. James's Park Horse Guards Road London

Time: 17:00

Co-Sponsored By:

Investors and Strategic Acquirers

3TS Capital Partners

KKR

ABRY Partners

Kreos Capital Livingbridge Lumia Capital Lyceum Capital

Accel-KKR Accenture

Acton Capital Partners

Albion Ventures

Marlin Equity Partners

Amadeus Capital Partners

Nokia

ARM

Octopus Ventures One Peak Partners Oxford Capital Oxx Capital Paladin Capital Pamplona Capital Prime Ventures

Ascential plc

Atomico

AXA Strategic Ventures

Azini Capital

Battery Ventures

C5 Capital Calibrium

Propertybase

Cipio Partners

Providence Equity Partners

Cisco

Putnam Investments

Columbia Lake Partners

Rapid7

Criteo

Razorhorse Capital

Downing

Sage Group

Draper Esprit

Scottish Equity Partners

Emerald Technology Ventures

Software AG

ENISA

Sophos Spectris

Ericsson

ETF Partners

SS&C Technologies Summit Partners

Exponent

Francisco Partners

Susquehanna Growth Equity

FTV Capital

TA Associates

Fujitsu

TCV

General Atlantic Goldman Sachs Great Hill Partners

Temenos

The Carlyle Group Ultra Electronics Vasco Data Security

Harbert European Growth Capital

HG Capital

Vector Capital Verdane Capital Verint Systems

Highland Europe

HPE Growth Capital

IBM

Vodafone

Insight Venture Partners

Warburg Pincus

Intel Capital

Webroot

JMI Management

Yahoo

K1

Zouk Capital

Participating Companies

10Duke

Encode

POQ Commerce

Access Pay

Enevo Oy

PowerOasis Limited

Altitude Software

Ercom

Push Doctor

Avecto

eToro

Pyramid Analytics BV

Axiomatics

Evolved Intelligence

Quill

BioCatch

Gavagai

Readdle

Bkool

Gigaspaces

Redsocks

BlackSwan Data

Glasswall

Relex Solutions

Blancco

Gluru

Response Tap

Bomgar

Grapeshot

Resume Library

Bonusway

Happn

RevenueStream

Boxever

Identec Solutions

Scentrics

Brightpearl

InstaLOD

SecurityMatters

Carto

iWelcome

Snyk

CBNL

Jampp

Starling Bank

Celltick

JobToday

Stratoscale

Censornet

Kiuwan

Supponor Oy

CheckRecipient

LeadDesk

Telensa

City Digital

LogPoint

Tempo

Clicktale

LoopMe

ThinkTank

Cloudsoft

Made.com

TITUS

Codeweavers

Marley Spoon

Topdesk

Cohesive Networks

Masabi

Transatel

Conecto LLC

M-Brain

TravelPerk

Corero

M-Files

Uniplaces Limited

CosoSys

Minute Media

Utimaco

DarkTrace

MisterSpex

Velocity Mobile

Dataiku

MoneyboxApp

Vinted

Datasift

Moneyfarm

VOSS Solutions

Deposit Solutions

Origami Energy

Wandera

Device Authority

OurCrowd

Waratek

DF Labs

Packlink

Widespace AB

DynaRisk

Panaseer

Xandata

Ebsta

Panda Security

Yotpo

Emarsys

Picus Security

YouAppi

Pockit

Zenkraft

Internet of Things

Abstract:

The proliferation of smart devices in recent years has driven the need for constant connectivity. The Internet of Things (“IoT”) has become an increasingly prominent tool enabling cross-device communication as tech- nology continues to shift to the cloud and mobile platforms. IoT allows for countless opportunities and connec- tions embedded in everyday objects, enabling secure information transfer and a level of data exchange that was never available before. IoT is considered one of the most profound transitions in technology today, creating unprecedented opportu- nities for businesses across various markets. Using an IoT platform, companies are able to seamlessly cap- ture, filter, process, store and analyze their data, resulting in an opportunity to create or improve their compet- itive edge. IoT and other technologies are helping companies transform processes and business models, drive efficiency and innovation, and personalize customer / employee experiences. Data collected from con- nected devices provides the raw material for businesses to gain insights and respond rapidly to change. IoT solutions can transform nearly every industry - locally and globally - by bringing networking technology to places where it was once unavailable or impractical. The market for vertical IoT companies is increasingly ex- panding as industries continue to evolve and embrace “smart”, connected technologies. Some of the most popular uses of IoT are for “Smart Home” devices, “Smart City” platforms, wearables, and clean tech / energy technologies. Large network technology players, such as Cisco and Intel, have created “Intelligent IoT” platforms, providing a fully comprehensive, horizontal IoT solution for network connectivity, data analytics, security, and automa- tion. Cisco has been an active acquirer of IoT companies with the $1.4 Billion acquisition of Jasper Technolo- gies, a provider of cloud-based platforms that help companies manage IoT and $635 Million acquisition of OpenDNS, which added a layer of cloud security to Cisco’s existing capabilities, in addition to the acquisition of ParStream, German IoT analytics start-up in 2015. The combined $2+ Billion spent on these acquisitions represents Cisco’s committed strategy to improve its foothold in the IoT market. IoT has been transforming the way we live for nearly two decades, paving the way for responsive solutions, innovative products, efficient manufacturing, and ultimately, pioneering new ways to do business. This panel of industry experts is here to share their experience and thoughts on the increasing market opportunity that IoT has created.

Discussion Topics:

 What are the top IoT use cases today? What industries do you see IoT most beneficial or disruptive to? Do you see it changing in the next year or two?

 What are potential industries where you see use cases for IoT that are not currently being addressed?

 Where do you see the IoT market heading in the next five years?

 Where do you see competition or threats to your current IoT strategy?

 What are the competitive differentiators of a leading IoT platform?

 Data security is a huge risk in the market right now, what are the risks to IoT solutions’ ability to constantly consume, analyze and share data?

Internet of Things

Moderator: Scott Card, Partner, AGC Partners

Scott is a Partner in the Investment Banking Group and founding team member at AGC Partners, focused on Enter- prise Infrastructure sec-tors including Cloud Infrastructure, Data Analytics, Storage & Security. In his 20 plus years as an investment banker, Scott has completed more than 50 M&A and debt / equity financing transactions. Prior to joining AGC Partners, Scott was part of Deutsche Bank Alex Brown’s Technology Investment Banking Group in Boston. Pre- viously, Scott was an Associate in Global Mergers & Acquisitions at SBC Warburg and an Analyst in the Financial In- stitutions Group at Merrill Lynch & Co. in New York. Scott holds a B.S. in Electrical Engineering from Cornell University and an M.B.A. from the Amos Tuck School at Dartmouth College

Panelists:

Will Franks, Chief Executive Officer, Telensa

Will Franks was appointed Chief Executive Officer of Telensa, where he has led the company’s next phase of its glob- al growth strategy. Before being appointed CEO in December 2016, Will served on the board of Telensa for two years, with a track record of leading companies through the transition needed to sustain rapid international growth. Will is best known as the co-founder and CTO of Ubiquisys, the UK pioneer of miniaturized “small cell” cellular access points, which was acquired by Cisco in 2013 Before co-founding Ubiquisys, Will held senior positions at Lucent Technologies and Racal Radio. Will received his B.S. in Electrical and Electronic Engineering from Manchester Metropolitan Univer- sity. Rob is a Managing Partner at the ETF Partners since early 2010. Prior to joining ETF Partners, Rob was a Managing Partner at Vertex, one of the oldest and most prestigious investment firms out of Asia, where he led its European and North American investment activities for 8 years. Before that, Rob was a Managing Director of JP Morgan (and Ham- brecht & Quist), focusing on advising high-tech growth companies globally. Earlier in his career, Rob was a manage- ment consultant for Bain & Co. in San Francisco, where he focused on the telecommunications industry. He holds an AB and MBA from Harvard University. Abdul is an Investment Director, based in London, covering Western European transactions. His investment focus areas include Cloud Computing, Internet of Things and Mobility. Before rejoining Intel Capital in 2015, Abdul served as Treasury Managing Director from 2006 where he sat on the Intel Capital investment committee and reviewed the quali- ty and structure of deals across the region. He also held the position of Intel Assistant Treasurer from 2010 until 2015, leading the team executing fixed income investing, FX trading and cash management in EMEA. Abdul first joined Intel Capital in 1999, holding various positions including Investment Director for wireless investments. Abdul’s investments include Cambridge Silicon Radio, Wirtualna Polska, DIGIA, Centrum.CZ, Epichem, MediaLario, picoChip and ip.access. He also worked on M&A transactions to acquire businesses for Intel in Denmark, Russia and Germany. Before Intel, Abdul spent 7 years with PwC Corporate Finance, was a design engineer with Plessey Semiconductors and a robotics researcher with Ikerlán in Spain. Abdul is a UK-qualified Chartered Accountant and holds an honours degree in Electronic Engineering. Markus Moor is a Partner with Emerald Technology Ventures, where he works out of the Zurich office. Since joining in 2001, Markus has helped oversee the Fund’s focus on industrial technology investments within the cleantech sector. He currently serves on the boards of Enocean, O-Flexx Technologies, and Terralux. Previously, he was also involved in investments in Pemeas, Cellex Power, Hyradix, and Evergreen Solar. Prior to joining Emerald, Markus worked for SAM Private Equity as an Investment Director. Markus received his B.S. in Mechanical Engineering from University of Applied Sciences, Northwestern Switzerland and his Master in Business Administration and Technology Management from University of St. Gallen. Robert Genieser, Director, Environmental Technology Fund Abdul Guefor, Investment Director, Intel Markus Moor, Partner, Emerald Technology Ventures

Technology M&A

Abstract:

2016 was another record breaking year for tech M&A with $467 billion in global transaction value, just slightly higher than 2015’s pre- vious record of $460 billion. The start to 2017 has been slightly slower than the pace set in 2016, but M&A activity is expected to ac- celerate through the rest of the year and the global tech M&A outlook remains overwhelming positive. 2016 European tech M&A also reached new highs with $127 billion in total transaction value, which included a string of mega-deals: Qualcomm acquired NXP for $47 billion, Softbank acquired ARM for $32 billion, Tencent acquired Supercell for $10 billion. The Brexit vote dominated the headlines, but we have seen no impact on the M&A market, with the exception of less expensive valuations for foreign acquirers due to currency fluctuations. Cross-region deal activity also increased in 2016 accounting for $208 billion in global transaction value. Large acquirers are increas- ingly looking beyond domestic borders for new capabilities and the top innovators. Europe’s healthy early-stage funding environment and the widespread entrepreneurial talent are expected to continue to fuel cross-region tech M&A activity. Germany and the U.K. con- tinue to lead the way for both European tech M&A and funding, but there is growing competition from many other European countries, such as Austria, Denmark, Finland, France, the Netherlands, Portugal, Spain, Sweden and Switzerland. Financial sponsors are playing an increasingly active role in the tech M&A market, deploying funds and professionals in multiple coun- tries to execute global investment strategies. PE firms completed $95 billion in tech M&A transaction value and accounted for roughly 20% of all tech transactions in 2016. Another growing PE trend has been the use of buy-and-build strategies. Add-ons are a way to quickly deploy capital using existing portfolio companies and achieve high target returns through acquisition synergies and cross- region expansion. Portfolio managers utilize this strategy for valuation multiple expansion and a higher exit price as they build critical mass and consolidate global market share. Add-ons made up 50% of all PE buyout activity in 2016. Meanwhile, the contrast to the IPO market could not be greater. Just 21 tech IPOs came to market in 2016, the lowest number since the Great Recession of 2009, and a tiny fraction of the go-go days in 1999 when 253 tech IPOs were completed. As more venture- backed companies stay private for longer, PE funds are stepping in to fill the void providing much needed liquidity for aging venture portfolio companies. The PE model is arguably better suited where a patient approach is more likely to achieve a lucrative exit down the road. There has been a small recovery in 2017 with 18 tech IPOs year to date, but the long-term downward trend is firmly in place. This panel of distinguished corporate development, legal and private equity professionals will address the landscape of the current technology M&A market and provide insight for entrepreneurs into the thought process behind evaluating an acquisition opportunity.  Introduce yourself, your firm, and take a minute to express your firm’s current M&A posture in this market.  The “Bigs” do far more smaller acquisitions than mega deals (80% of all tech M&A deals are below $100 million). Why is that, and will it continue?  There were a number of mega deals in both the US and Europe (Qualcomm/NXP, Softbank/ARM, Tencent/Supercell, Dell/EMC, Microsoft/LinkedIn, Oracle/NetSuite). What is driving this? What do these landmark deals mean for Europe specifically?  How important is the rapid and powerful emergence of the Asian tech companies (Alibaba, Huawei, Tencent, Rakuten) to the global tech M&A market?  In the US, the IPO marketplace has become a big cap dominated game, but in Europe it is more of a mix (Europe has more pub- lic tech companies than the US and China). Do you agree? Why are more European companies looking to the public markets?  There is less late-stage PE funding in Europe compared to the US. How does this change the exit horizon for European tech companies? Do European tech companies tend to exit earlier than their US counterparts due to the private funding gap?  Like we saw in the dotcom era, you now see large non-tech companies buying into tech, like Walmart purchasing Jet. Why is that and will it accelerate?  We have seen a surge in PE backed platform companies, voracious for add-on acquisitions. Why is that, and will it continue? Has this changed the competitive landscape and valuation for attractive target companies?  How much is geographic location a factor when considering targets and building your M&A roadmap?  How do you expect the rest of this year and next to play out in deal volume and size?  How important is the IPO market as competition to the strategic buyers? Does that vary in the international markets?  What tech sub markets do you predict to be most active over the next 12 months? Are these sub markets different for Europe?  Once deal economics are done on a private transaction, why are these deals still taking so long to get done these days? Discussion Topics:

Technology M&A

Moderator:

Teddie Wardi, Partner, Atomico

Teddie is a Partner at Atomico, working on sourcing, evaluation, negotiation and due diligence of new invest- ment opportunities. He focuses on SaaS, cloud and enterprise software investments. Teddie has led invest- ments in, and sits on the boards of Pipedrive, Scandit and Bitmovin. Teddie joined Atomico from Dawn Capital, a SaaS and FinTech focused venture capital fund, where he focused on early stage investments in enterprise software companies. Prior to becoming a venture investor, Teddie was the co-founder and CTO of Nervogrid until its acquisition by ALSO in 2014. Teddie holds an MBA from Harvard Business School and a B.Sc. from Aalto University in Helsinki, where he focused on Finance and Computer Science .

Panelists:

Pratima Aiyagari, Manager, Cisco Systems

Pratima Aiyagari joined Cisco Corporate Development in 2011 and is responsible for investments and acquisi- tions across all Cisco verticals within the EMEA region with a specific focus on Western and Northern Europe. In this role, she also serves as Cisco’s board observer on several portfolio companies. Prior to her current role, she has over a decade of experience in multiple roles as a Cisco engineer in the US, sell-side equity research in Europe covering the TMT sector at Société Générale, and corporate business development in a financial risk management start-up in London, at PensionsFirst. Pratima received her M.S. in Computer Science and Applica- tions from Virgina Tech and her M.B.A. from INSEAD. Based out of Frankfurt, Germany, Marvin Meyer is a Vice President and Head of M&A for the EMEA region at Software AG. Since joining the Company in 2008, Marvin has focused on building out Software AG’s portfolio with the aim of complementing and enhancing the Company’s mobile, social, cloud, and big data-based offer- ings and market positions. Key acquisitions include webMethods, a market leader in integration technologies, and IDS Scheer, a market leader in process analysis and modeling. Prior to joining Software AG, Marvin was a Senior Associate for KPMG Advisory. Marvin received his undergraduate degrees in Finance and Economics from Goethe University. Marvin also completed Executive MBA programs at both WHU’s Otto Beisheim School of Management and Northwestern University’s Kellogg School of Management. Daniel Schwartmann is a Managing Director and Head of M&A in the EMEA region for Accenture. Daniel has been a key leader of the Company’s global inorganic growth activities since attaining the role of Managing Di- rector in 2004. He has also been tasked with several projects in the area of controlling, profitability analysis, costing, ERP systems, and management reporting at a number of major telecommunication companies. Daniel began his career as a Principal for Accenture Technology Ventures in July 2000. Daniel received degrees in Mathematics, Business Administration, and Computer Sciences from University of Duisburg-Essen in Germany and his Masters in Finance from London Business School. Graeme Sloan is a Partner at Morrison & Foerster, where he also serves as global co-chair and head of the firm’s London corporate practice. Graeme has practiced corporate law for over twenty years, focusing on cross- border mergers and acquisitions for both strategic and private equity buyers, as well as on corporate finance matters. Graeme has worked on numerous public and private M&A deals, private equity transactions, and joint ventures. Prior to joining Morrison & Foerster, Graeme was a Partner at Latham & Watkins. Graeme received his LL.B. from University of Glasgow and his Dip. L.P. from University of Edinburgh. Marvin Meyer, Vice President, Head of M&A EMEA, Software AG Daniel Schwartmann, Managing Director, Head of M&A EMEA, Accenture Graeme Sloan, Partner, Morrison & Foerster

Technology Financing

Abstract:

The number of tech private financings slightly decreased in 2016. According to Tracxn, the global tech sector attracted a total of 4,538 rounds of funding and $49 billion in private placement capital, down approximately 10% on both counts. However, it’s important to note that the “new normal” run rate achieved between 2014 and 2016 is two times the 2007- 2013 average. A lockstep change has clearly occurred, and it’s holding. Moreover, the tech sector is outperforming the market as a whole. According to CB Insights, US VC deals and dollars across all sectors dropped by 16% and 20%, respectively, during 2016. Looking at the EMEA region in isolation, 1Q17 saw near-record funding activity for private tech companies. During the quarter, 869 funding rounds were completed for a total of €4.5 billion, a 17% increase from 4Q16. In contrast to Silicon Valley where 2 out of every 3 start-ups are B2C, the exact opposite holds true in Europe. Most of the start-ups are B2B. During the quarter, FinTech continues to dominate in Europe as a vertical, but in terms of horizontal technology types, artificial intelligence is seeing the most activity followed by data analytics and SaaS. There are now 300+ tech-focused fund managers with over $1 trillion in uninvested capital, with even more cash coming in the door. This means that 32% of these tech investors’ AUM is currently allocated to dry powder. With IPO markets relatively dormant, until recently, and the supply of dry powder building, private placements and buyouts have increas- ingly become the norm for emerging tech companies. Venture investors and entrepreneurs often prefer private equity over going public because valuations are compelling and privacy carries a premium in this highly compliance-driven and litigious world. These and other forces have fundamentally altered the technology IPO market, driving a shift to a robust and highly efficient private market. Another clear trend that has evolved recently is logjam at the top. In the final quarter of 2016, mega rounds and new unicorn formations slowed to 15 and 5 respectively, a five quarter low. One potential catalyst for this slowdown in mega deals is the stagnation in public markets. Instead of achieving liquidity through an IPO, strategic investors are forced to continue participating in the “growth curve” of these companies. Just 21 tech IPOs came to the market during 2016, the lowest number since 2009. So far in 2017 there has been a sharp rebound in IPO activity, 18 in the first quarter alone, which could serve as a positive catalyst to financing activity in the private markets, starting at the top. This panel of distinguished technology investors will discuss: recent trends in the market, the most promising opportuni- ties, how to value companies in today’s environment, the best ways to raise capital, and how entrepreneurs should be building companies in today’s ever-changing technology industry.

Discussion Topics:

 Please introduce yourself, your firm, and take a minute to express an opening view on today’s discussion topic.

 Is there a specific sector or business model that is receiving the majority of financing? Will that trend continue or are there other sectors gaining traction?

 Are valuations / expectations reasonable for deals you are seeing lately? What do you expect going forward?

 Are fund flows impacting private and public tech valuations more so than normal?

 As the technology boom has extended and broadened its reach throughout the Global Economy and Investment Community, what has changed in technology finance?  How do recent market activities affect or drive what you are looking for in start-ups and how you evaluate exit oppor- tunities?  What are the different pools of capital for technology financings? What metrics does a Series A need in the current environment versus Series B or Series C?

 How do investors determine between private financing and public financing?

 Have lingering geopolitical pressures altered your views on investing internationally?

 How can early stage companies make private placements successful and what are the common pitfalls?

Technology Financing

Moderator:

Jon Guido, Chief Operating Officer, Founding Partner, AGC Partners

Jon is a partner in the investment banking group of AGC Partners, with a focus on digital media, Internet, tech- enabled services and communications sectors. In his 15 years as an investment banker, Jon has completed nearly 75 strategic and financing transactions with leading technology companies and investors such as ACS, Cisco Systems, ConstantContact, eBay, IAC, Tekelec, Zynga, 3Com, Welsh, Carson, Anderson & Stowe, and The Carlyle Group. Jon helped launch AGC Partners in February of 2003, coordinating the infrastructure build, capital raise and recruiting effort. As COO for AGC, Jon works with the Founding Partners to develop and implement the firm's finan-cial, opera- tional and business development strategies. Prior to joining AGC, Jon worked in SG Cowen's Mergers and Acquisi- tions Group. Jon received a BA with honors from Colgate University. Simon is responsible for the portfolio management of the team’s early stage investments, and sits on the boards of a number of companies in the portfolio. He has a particular expertise in software and service companies having spent ten years covering the sector as a research analyst at Jefferies, Lehman Brothers, Merrill Lynch and BNP Paribas. He joined Octopus in 2010 having spent four years at Silicon Valley Bank, where he worked with a number of venture backed companies across a wide range of sectors providing debt and equity funding solutions to them. Simon gradu- ated from the University of Southampton and Grenoble University and is a fluent French speaker. Richard Anton is a Co-Founder and General Partner at Oxx Capital. Prior to co-founding Oxx, Richard spent 18 years at Amadeus Capital, where he focused on B2B software investments in companies originating from the UK and Israel. Before joining Amadeus, Richard was on the TMT team at Apax Partners. In his early career, Richard worked as a management consultant and a hands-on finance and business development executive at software-company Autono- my. His current investments include Celltick, Clicktale, ForeScout, Openbravo, and Relayware. Richard received his M.A. in Mathematics from Cambridge University and his M.B.A. from INSEAD. Marcos is a Partner at C5 Capital and has been investing in technology venture and growth equity since 1998. Prior to C5, he held the position of Managing Director for Western Europe and Israel at Intel Capital, where he served as a member of the firm's Investment Committee. Marcos has backed and successfully exited companies such as Amplida- ta in Belgium, Aldebaran in France, Anobit in Israel and Azure Solution in the UK, amongst others. He currently sits on the Board of Directors of Reduxio (ISL). Marcos is a Naval Architect and Marine Engineer from University of Sao Pau- lo in Brazil and holds an MBA from INSEAD. Fernando Chueca is a Managing Director of The Carlyle Group, where he focuses on buyouts, growth capital, and strategic minority investments throughout Europe in the technology, telecommunications, software, and business ser- vices sectors. Since joining Carlyle in 2001, Fernando has been actively involved in several transactions including the investment in Trema AB in 2002 and its sale to Wallstreet Systems in 2006. Other notable transactions include Accu- card, Omiris, Global Media, FRS Global Sarl, and Arsys Internet. Prior to joining Carlyle, Fernando worked for the strategic venture arm of J.P. Morgan, focusing on investments in the financial services space. Fernando received his M.Sc. in Electrical Engineering from Universidad Politecnica de Madrid, Spain. Naveen co-heads the Asia operations of TA Associates Asia Pacific Ltd. and co-heads the European technology in- vestment efforts for the firm. He joined TA in 2001 and has more than 13 years of private equity experience. He helped open TA’s London office and build out TA’s European investment efforts. Previous to that, he founded TA’s Asian investment efforts in 2008 and opened and led TA’s office in India in 2009. He has been involved in 19 of TA’s investments to date, including sponsored investments in Europe, India and the United States. Prior to joining TA, Naveen worked at Goldman, Sachs & Co. in their Asian Special Situations Group. He received his MBA from the Wharton Business school and his BS in Systems Engineering from the University of Pennsylvania. Richard Anton, Co-Founder, General Partner, Oxx Capital Marcos Battisti, Managing Partner, C5 Capital Fernando Chueca, Managing Director, Carlyle Naveen Wadhera, Managing Director, TA Associates Panelists: Simon Andrews, Portfolio Manager, Octopus Venture

An International Perspective on Cyber Security

Abstract:

What’s driving investment? The global cybersecurity landscape is rapidly evolving, driven by new threats across broader attack surfaces and the rise of technologies to combat these attacks. So- phisticated nation-state and organized criminal actors are increasingly behind this threat activity, and the recent WannaCry ransomware attack and French and US election hacking scandals demonstrate their ability to unleash financial and geo-political havoc at the literal push of a but- ton. As cyberattacks have become increasingly cross-border, so too does their mitigation require commensurate levels of inter-state collaboration. Europe is at the forefront of this collaborative response to cyber-threats, demonstrating both the challenges and opportunities inherent in a collective approach. The EU is proactively pushing to improve cybersecurity through regulatory policy and targeted investment. The EU Cybersecurity Network Information Security (NIS) Directive and General Data Protection Regulation (GDPR) seek to guide organizations to improve security through stricter compliance guidelines, while public- private partnerships such as the European Commission’s initial €450 million investment in the Hori- zon 2020 program seek to foster research and innovation. The Horizon 2020 initiative lays the groundwork for cybersecurity vendors, governments, research centers, and academia to cooperate on developing the cybersecurity solutions of tomorrow. Against the backdrop of constantly evolving security threats and political turmoil, this panel will dis- cuss the shifting perspective, regulations, and commercial opportunities around global cybersecuri- ty. Our panelists come from government, entrepreneurial, and investing backgrounds, both early and late-stage. Together, they will offer a unique perspective on the framework necessary to ad- dress what is next to come in international cyber security.

Discussion Topics:

 How does the introduction of EU and country specific cyber and data security legislation drive cyber vendor opportunity inside and outside of Europe?

 What is the impact of EU regulation on establishing global cyber requirements?

 What are the possible implications of Brexit for the EU NIS and GDPR in the UK?

 In what subsectors will European security startups likely excel?

 How has the market matured with respect to European investor support of cyber startups?

 Who has the authority to make international cyber security law? Who has the power to enforce it?  What are the biggest threats facing nation-states and large corporations today? How can they be effectively confronted?

An International Perspective on Cyber Security

Moderator:

Nick Coleman, Global Head, Cyber Security Intelligence, IBM

Nick Coleman is a world leading authority on Cyber Security. He serves on a number of advisory boards for Venture Capital Backed Startups. He was formerly The National Reviewer of Security of the UK Government and Authored “The Colemen Report” published in the Houses of Parliament. He is now Global Cyber Intelligence Head at IBM. He is also Chair of the Technology panel at the Institution of Engineering and Technology, the global Engineering body with 165,000 members. He is a Visiting Professor at Lancaster University Cyber Security Institute of Research Excel- lence. He is an appointed Advisor to the European Union Security Agency, ENISA, where he serves on the Perma- nent Stakeholders Group. Before security, he had a career in business. He holds an M.B.A. with Distinction from Manchester Business School.

Panelists:

Athanasios Drougkas, Officer in Network and Information Security, European Union Agency for Network and Information Security (ENISA)

Dr. Athanasios Drougkas is an Officer in Network and Information Security at the European Union Agency for Net- work and Information Security (ENISA). His domains of activity in ENISA currently include the Digital Single Market and NIS industry, cybersecurity in eHealth, Cyber-insurance and security in the Finance sector. In the past he has held various positions within the ICT industry in cross-functional domains, including Project Management, Presales, R&D and Technical Consulting. Dr. Drougkas holds a BSc./MSc. in Electrical and Computer Engineering and a Ph.D. in Telecommunications from the National Technical University of Athens. Dario Forte is the Founder and CEO of DF Labs, which he launched in January 2003. Dario is responsible for all strategy and execution with a focus on the Company’s key areas of information security, incident management, and response. Dario personally has more than 20 years of experience in Incident Response and Cyber Investigations, and started his career as a police officer, a position he held for more than 15 years. After leaving the police force, Dario worked as an IT Analyst for Agepe, an IT risk management consulting firm, for three years before establishing DF Labs. Dario received a degree in Organizational Sciences from University of Turin, his M.B.A. from University of Liverpool, and completed the Executive Education: Leading Professional Service Firms program at Harvard Business School. Ed Macnair joined CensorNet as CEO in November 2014 with the mission of accelerating the company’s product development efforts and aggressively growing web security revenues through its global channel partners. Ed has over 30 years of sales and business development experience in the technology and IT security industries. Before joining CensorNet, Ed was founder and CEO of SaaSID, a UK based single sign-on and application security vendor, which was acquired by Intermedia in September 2013. He also previously held the position of CEO at Marshal, a global web and email security company. Ed received a degree from the Royal School of Military Engineering. Richard Seewald is Founder and Managing Partner at Evolution Equity Partners. After founding the firm in January 2010, Richard has focused on investing in high growth businesses that apply technology to help solve problems for consumers and enterprises primarily in information security, enterprise software and services, and consumer related areas. Past investments include AVG Technologies, Cognitive Security, and OpenDNS. Prior to Evolution, Richard was a Partner at Alpha Associates Zurich for over 11 years. Richard received his B.A. in Communications from Pace University, his J.D. from New York Law School, and his M.B.A. from University of Chicago Booth School of Business. Alex is Managing Partner, Early Stage Funds, at global technology investor Amadeus Capital Partners, where his current investment focus areas include artificial intelligence, machine learning, autonomous vehicles, cloud compu- ting, cyber security, digital healthcare and medical technology. He co-founded Europe’s first cyber security accelera- tor Cyber London, and he was recently a member of the Steering Group for the Royal Society Cyber Security Re- search Report. In 1996, Alex co-founded nCipher to develop internet security products using advanced cryptography. As nCipher’s CEO, he subsequently led the company to a listing on the London Stock Exchange in 2000. nCipher was sold to Thales SA in 2008. He was appointed an Entrepreneur in Residence at the Judge Business School, Uni- Dario Forte, Founder, Chief Executive Officer, DF Labs Ed Macnair, Chief Executive Officer, CensorNet Richard Seewald, Founder and Managing Partner, Evolution Equity Partners Alex van Someren, Managing Partner, Amadeus Capital

Inside Story of Doing a Deal

Abstract:

AGC has completed over 300 deals since its inception in 2003, executed by Partners with individual deal experience of over 20 years. Each deal is different and with every day, we learn more about the art of doing a deal. Getting deals done is a complicated process that does not always happen neatly, as the number of items that need to come into alignment is staggering. A frequent and major hurdle is finding the balance between risk and greed. Clients often need help understanding the true value of what has been built and what deals are possible, as opposed to reaching for valuations that are unattainable. When a house is on the market, the seller always advertises it as a great house, in a great neighborhood, with great schools and opportuni- ties surrounding it. On the other hand, smart buyers dig for details on the age of the roof, quality of the foundation, and the condition of the septic system. In order to succeed, the selling CEO, VC investors, buy- er business unit champion, M&A team, CFO, buyer CEO, and board all have be on the same page. If you lose one, you lose the deal. The truth is that, before closing a deal, it often needs to fall apart multiple times. Sellers need to feel like they are selling too low, while buyers need to feel like they are paying up and taking on too much risk. Cre- ating a competitive environment between interested parties leads to better valuations and cleaner terms. The Wendy’s commercial catch phrase, “where’s the beef,” should be the same question you ask when do- ing a deal. While sizzle sells, you still need to make sure you have the beef. Too often both buyers and sellers make the mistake of focusing solely on the sizzle—the sector du jour—without taking sufficient time to uncover the substance. This can hold back deals from reaching their full potential. It can be challenging to separate financial performance from valuation, but the best deal makers can illus- trate countless companies they banked which grew from humble beginnings to much larger companies. This requires building a bridge from the past to the future using data points that convince clients that the picture you have painted for them is entirely doable. Once the hook is set, the competitive dynamics take over from there to drive to a successful close.  Please introduce yourself, your firm, and take a minute to express an opening view on today’s discus- sion topic.  What are the most important factors for deal success? What metrics does your company use to judge the success of a deal?  Is there a specific type of deal that is receiving the majority of attention in 2017? Why do you think this is and will this trend continue over the next twelve months?  Are the best negotiations when neither side gets exactly what they want, or is there a way to make eve- ryone happy?  What are some of the most important things a company can show buyers/ investors asking “Where’s the beef?”  How difficult is the bankers job to do well by their client during the negotiation stage of a deal? Give an example of a tricky point in a negotiation and how you overcame it?  Do you have a personal philosophy or priority that you value most when doing a deal? This panel of many deal veterans are here to share with you their stories of deal making. Discussion Topics:

 How can you avoid a bait and switch, or at least recognize some signs that it is coming?

Inside Story of Doing a Deal

Moderator:

Ben Howe, Co-Founder, CEO, AGC Partners In 29 years as an investment banker, Ben has completed more than 300 transactions. Prior to AGC, he served as Managing Director, Head of M&A and Ex-ecutive Committee Member at SG Cowen Securities, and prior to that served as Head of Technology Investment Banking for the East Coast and Europe at Montgomery Securities . He serves as co-chairman of Excel Academy, which has four charter schools in East Boston, and served on the board of Portsmouth Abbey and the advisory board of Trinity College. He holds a B.A. in Economics from Trinity College and an M.S. in Accounting from The Stern School of Business at NYU Robert Brookby has worked as a Senior Vice President and Portfolio Manager for the US Equities Group of Putnam Investments since September 2008. Rob currently oversees both the Putnam Growth Opportunities Fund and the Putnam Multi-Cap Growth Fund. Prior to joining Putnam, Rob was a Portfolio Manager at American Century Investments for over 8 years. Before American Century, he worked as an Equity Analyst at Raymond James Financial. Rob received his B.A. in Economics from Northwestern University and his M.B.A. from Harvard Business School. Jim Geary has been the Executive Chairman of the M-Files Board of Directors since March 2013. He is also President of M-Files Incorporated, where he manages M-Files’ North American opera- tions. Jim has more than 25 years of IT vendor management experience, including over a decade as CEO of multiple venture-funded start-ups. He was CEO of Pedestal, a leading supplier of en- terprise cybersecurity compliance software, which was acquired by Altris. Jim also served as a board member of Network Intelligence, acquired by EMC/RSA Security, and was president of Haystack Labs, which was acquired by Trusted Information Systems. Jim received his Master of Education from University of Maryland and his M.B.A. from Boston College. Carl Lavin is a Director at Exponent Private Equity, where he focuses on UK-based businesses with enterprise values between £75m and £350m. Since joining in October 2014, Carl has taken a lead role in numerous interactions, including Big Bus Tours, Wocher, Photobox Group, Racing Post, and Leisure Pass Group. Prior to joining Exponent, Carl worked in the technology invest- ment teams at Apax Partners and Deutsche Bank. Carl received his B.A. in Economics and Man- agement from University of Oxford, and his M.B.A. from Harvard Business School. Mike Wenglein is a Co-Founder and Managing Director of Propertybase, which offers a leading customer relationship management and marketing solution for real estate companies around the world. Mike has many years of executive management experience in SaaS, high-tech, telecom- munications, venture financing, marketing, and sales roles. Prior to co-founding Propertybase in 2010, his past roles have included working as a Consultant for Telefonica, a Senior Manager at Conject, and as the Chief Information Officer for Tiscali. Mike received a degree in Automotive Engineering from Technical University, Munich, and his E.M.B.A. from INSEAD. Jim Geary, Executive Chairman of the Board, M-Files Carl Lavin, Director, Exponent Private Equity Mike Wenglein, Co-Founder, Managing Director, Propertybase Panelists: Robert Brookby, Senior Vice President, Portfolio Manager, Putnam Investments

Participating Company Profiles

10Duke provides identity management and entitlement solutions that help you connect with your online custom- ers and drive engagement and revenue.10Duke products, available via graph or RESTful endpoints, are used to address three primary use cases: user authentication and single sign-on between the web, mobile, mobile web and desktop applications, user authentication using popular social logins user entitlements / licensing of digital content. 10Duke’s APIs are used by some of the world’s leading technology and consumer brands including Trimble, Unilever, Volvo and Rovio. Each 10Duke customer benefits from tested and proven back-end services, scalability and a trusted, predictable and reliable technology partner. 10Duke offers its products on a monthly subscription basis and supports public cloud, private cloud, and on premise deployments.

85 Bayham St. London, NW1 0AG UK

Executive Chairman, Neil Fenton

Neil Fenton is Executive Chairman of 10Duke, the leading European provider of Identity as a Service and Entitlement as a Service, solutions. A seri- al software entrepreneur specializing in identity and access management solutions, his focus is on technology that can support businesses with the timely, accurate and secure online delivery of digital products. Having developed cloud-based software for more than 19 years, Neil leads 10Duke's provision of cloud-based APIs, to leading brands such as Unilever, Rovio, Trimble, and American Express. These APIs are transforming the delivery of Identity and Access Management in the 21st Century.

AccessPay helps business to automate and secure their B2B payments. The company develops and operates a cloud-based connectivity layer between a business’s finance systems and their banks. Enabling payment rout- ing through all of the major UK and International networks including BACs, SWIFT, Faster Payments, SEPA and Direct Debit. AccessPay embeds into an organization's payment and finance operations delivering significant speed, efficiency, workflow and security improvements.

City Tower, 22nd Floor Manchester, M1 4BT UK

Chief Executive Officer, Anish Kapoor

Anish is a serial technology entrepreneur, having founded, invested in and advised a number of industry changing companies. He co-founded and led the growth and IPO of TeleCity, Europe’s largest provider of internet infrastructure. He then co-founded and led the growth and trade sale of Yuuguu, a global SAAS collaboration service. He was a member of the advisory board to the UK Governments’ Technology Strategy Board, and is an advisor to a number of venture capital backed technology companies.

Altitude delivers worldwide the Altitude uCI, a robust, modular, customer interaction management software plat- form. The company handles all interactions and unifies all touch points throughout the organization in an open, platform-independent solution, based on standards. Altitude unified customer interaction solutions leverage existing technology investments in the contact center, adding value across a wide range of business situations. Altitude uCI contact center solutions are being used by over 300,000 people in 1100 organizations in 80 coun- tries, to manage a wide range of enterprise functions. Altitude has a 20-year plus track record of industry recog- nition and has won dozens of awards for innovation and tangible results with customers in key markets world- wide. The company's customer interaction solutions have been included by Gartner in the industry Magic Quad- rants since 2004.

C/ San Joaquín, 1 28231 Las Rozas Madrid, Spain

Chief Executive Officer, Alfredo Redondo

Alfredo Redondo, a seasoned technology executive, brought to Altitude Software more than 20 years of executive management experience in large and mid-sized technology companies such as Alcatel-Lucent and Amper. He has also had significant activity as a consultant and advisor to technolo- gy investors and start-up companies in Europe and the US. Alfredo Redondo holds a telecommunications degree from Universidad Politecnica de Madrid, an MBA by IESE (Madrid), and a Master in Communications by Satellite by IRET (France).

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