Valuation report

31 March 2015

31 December 2014

NAV per share €10.58 €10.72

NAV per share, ex dividend €10.58 €10.53

Adjusted NAV per share1 €10.13 €10.28

Adjusted NAV per share1, ex dividend €10.13 €10.09

Prepared by

1
Adjusted for the theoretical performance fee payable to the management company in the hypothetical event that all the company’s investees had been
sold at the date of this report at a price equal to the values stated in this same report (see “Nmás1 Capital Privado’s performance fee”)
DINAMIA CAPITAL PRIVADO , S.C.R., S.A. INFORME DE VALORACION

Contents

Page
Introduction and valuation criteria................................................................................ 3
Net asset value at 31 March 2015…........................................................................... 4
Summary investment portfolio valuation...................................................................... 5
Business performance in 1Q15…................................................................................ 6
Events after the reporting period................................................................................. 7
Nmás1 Capital Privado’s performance fee…….........................................……......…. 8

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DINAMIA CAPITAL PRIVADO , S.C.R., S.A. INFORME DE VALORACION

Introduction and valuation criteria

The purpose of this report is to provide an approximate value for the equity of Dinamia Capital Privado S.C.R., S.A.
at 31 March 2015, as estimated by its management company, Nmás1 Capital Privado, S.G.E.I.C., S.A.

Except under exceptional market circumstances, in preparing the quarterly Valuation Reports at the March and
September closes, the management company makes adjustments for the main cash inflows and outflows (operating
expenses, investments and disposals) and the interest accrued on the profit-participating loans extended to the
investees (those not provisioned), but it does not undertake the detailed valuation exercise for subsequent
validation by an independent third party which it carries out in the case of its June and December reports.

Dinamia’s investment portfolio is made up of several classes of assets. The methods used to value each are
outlined below:

 Unlisted companies

Recently acquired investments and investments that have not achieved sufficient maturity since acquisition to
enable the use of a more appropriate valuation method are valued at acquisition cost less any impairment charges.
This same method is used to value any investments for which a binding purchase offer has been submitted.

The remaining investments are valued using the criteria established by the European Venture Capital Association
(EVCA), these being the internationally generally accepted standards for valuing private equity investment
portfolios. More specifically, each of these investments is valued at the lower of:
2
- The value obtained by applying the trading multiples of comparable listed companies to estimated
net debt and EBITDA as of December 2014.

- The value obtained by applying the multiples at which Dinamia acquired its investees to estimated
net debt and EBITDA as of December 2014.

Therefore, the value of Dinamia’s investments is not written up as a result of multiple re-rating as investees are
never valued using a multiple higher than the acquisition multiple.

In either instance, the resulting investment value, less net debt, is allocated first to profit-participating loans, if any,
and accrued interest. Any excess over the value of these loans is then allocated to Dinamia's equity interest in
proportion to its shareholdings.

These general valuation criteria may however be varied if their application would, due to characteristics specific to
the company being valued or the nature of the data obtained, result in distorted valuations. Any use of different
valuation methods is clearly stated. The individual investee profiles included in the 31 December 2014 Valuation
Report itemise the company-specific valuation methods used.

 Private equity funds

Investments in private equity funds are valued using the most recent reported net asset value (at 31 December
2014) and the official euro-sterling exchange rate published by the European Central Bank as of 31 March 2015.

2
Source of the multiples used: Bloomberg. Data as of 31 December 2014

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DINAMIA CAPITAL PRIVADO , S.C.R., S.A. INFORME DE VALORACION

Net asset value at 31 March 2015

In keeping with the criteria outlined above, the resulting net asset value per share is €10.58.

31/12/2013 30/06/2014 31/12/2014 31/03/2015

* Figures in €000, except f or per share dat a NAV
To tal po rtfo lio 128.717 140.306 118.546 12 0 .0 0 9

Cash and cash equivalents 21.649 35.396 54.097 5 0 .4 2 5

Other assets 953 3.011 4.301 3 .6 7 0

TOTA L A SSETS 151.319 178.713 176.944 17 4 .10 4

Other liabilities (2.624) (1.390) (2.475) ( 1.9 2 5 )

TOTA L NET A SSETS 148.695 177.323 174.469 17 2 .17 9

A djustment fo r dividends paid in July 2014 (11.358) (11.358)

A djustment fo r dividends paid in M arch 2014 (3.019) (3.019) (3.019)

TOTA L NET A SSETS, adjusted 134.318 162.945 171.450 17 2 .17 9

No . o f shares 16.279.200 16.279.200 16.279.200 16 .2 7 9 .2 0 0

NA V per share €9,13 €10,89 €10,72 €10 ,5 8

Dividend-adjusted NA V per share €8,25 €10,01 €10,53 €10 ,5 8

Change in dividend-adjusted NA V per share 13,7% 20,8% 27,6% 0 ,4 %

Value o f the Ibex 35 9.916,7 10.923,5 10.279,5 11.5 2 1,1

Cumulative annual gain (lo ss) in the Ibex 35 21,4% 10,2% 3,7% 12 ,1%
Value o f the Ibex Small Caps index 4.887,1 5.814,1 4.322,1 5 .6 8 8 ,0
Cumulative annual gain (lo ss) in the Ibex Small Caps index 44,3% 19,0% (11,6%) 3 1,6 %

Dinamia's share price 7,0 9,0 8,4 8 ,4

Cumulative annual gain (lo ss) in Dinamia's share price 28,4% 28,6% 19,9% 0 ,0 %

Trading disco unt (premium) to adj. NA V 15,2% 10,1% 20,3% 2 0 ,7 %

Trading disco unt (premium) to adj. NA V less cash 18,1% 12,9% 29,7% 2 9 ,2 %

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DINAMIA CAPITAL PRIVADO , S.C.R., S.A. INFORME DE VALORACION

Summary investment portfolio valuation

Portfolio valuation as of 31/03/2015

Figures in €'000

31/03/2015 31/12/2014 (3) 30/06/2014 (3) 31/12/2013 (3)

Acquisition
Net
Dinam ia's cost of Total
investm ent to Equity value PPL value Historical valuation
interest current valuation
date
position

United Wineries Holdings 8,00% 17.477 15.458 - - - - - -

High Tech Hotels 26,00% 14.567 8.787 - - - - - -
Bodybell 14,35% 26.596 4.021 - - - - - -
Grupo Cristher 48,54% 12.025 12.025 - - - - - -
MBA (1) 36,91% 32.266 32.266 7.392 30.924 38.316 38.316 38.316 32.678
TRYO Group 24,57% 10.704 10.704 19.689 - 19.689 19.689 14.443 13.700
EYSA 25,00% 13.452 6.693 8.183 8.746 16.929 16.673 22.061 20.374
Secuoya 13,75% 4.796 4.796 7.121 - 7.121 6.479 5.767 3.604
Probos 24,34% 11.500 11.500 16.071 - 16.071 16.071 13.516 11.500
Salto 5,50% 8.910 8.651 9.756 - 9.756 9.756 8.872 8.872
TOTAL UNLISTED SHAREHOLDINGS 152.293 114.901 68.210 39.670 107.880 106.983 102.975 90.728
Electra Partners Club 2007 LP (2) 11,76% 11.964 8.961 12.128 - 12.128 11.563 11.717 11.114
TOTAL PORTFOLIO 164.257 123.862 80.339 39.670 120.009 118.546 114.692 101.842

(1) Ownership interest calculated o n the basis o f o rdinary shares o nly; excludes treasury shares.
(2) P rivate equity fund do miciled in the UK. Net asset value at 31December 2014.
(3) P ro fo rma. Valuatio ns as o f the date indicated fo r all investments o utstanding at year-end 2014. Do es no t include investments exited in 2014 and 2015.

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DINAMIA CAPITAL PRIVADO , S.C.R., S.A. INFORME DE VALORACION

Business performance in 1Q15

Exit
On 12 January 2015, Dinamia received a distribution from Electra Partners Club 2007 LP as a result of the repayment of
shareholder contributions and interest service by fund investee Axio Data Group. For Dinamia this payout implied the collection
of GBP150 thousand in total (€191 thousand). In the wake of the various distributions received, Dinamia has recovered 27% of
the amount contributed to the fund.

Other significant developments in 1Q15

By virtue of execution of a Board resolution, an interim dividend was paid from 2014 profits in a total amount of €3,019,028.6,
equivalent to €0.18605680 (before withholdings) per share carrying dividend rights, on 23 March 2015.

Also on 23 March 2015, the Boards of Directors of Dinamia and N+1 approved and jointly executed a Joint Merger Plan. The
approved exchange offer is identical to that initially agreed by the parties, as announced by means of significant event filings
dated 18 and 19 December 2014, and has been confirmed in the wake of the legal and financial due diligence work carried out
by Deloitte and PwC in respect of Dinamia and N+1, respectively. The transaction is conditional upon a series of closing
conditions (itemised in section 17 of the Draft Terms of Merger), including terms relating to the right of withdrawal to which
Dinamia's shareholders are entitled on account of the change in corporate purpose occasioned by the transaction. The Joint
Merger Plan is expected to be put before the shareholders of both companies for approval at their Annual General Meetings,
which have been duly called by their respective Boards of Directors.

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DINAMIA CAPITAL PRIVADO , S.C.R., S.A. INFORME DE VALORACION

Events after the reporting period

On 15 April 2015, Dinamia collected the €499 thousand earnout stipulated in the Colegios Laude sale agreement closed in 2014.

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DINAMIA CAPITAL PRIVADO , S.C.R., S.A. INFORME DE VALORACION

Nmás1 Capital Privado’s performance fee

The management company’s performance fee is derived exclusively from the gains realised on the sale of Dinamia’s investees.
For each exit, Nmás1 Capital Privado accrues a performance fee equivalent to 20% of the gain obtained; this fee is only payable
once the acquisition costs of all the companies acquired in the same year as the investment in question is sold (including
transaction expenses and management fees) have been covered and is subject to a hurdle rate equivalent to the average yield
on the 3-year Spanish government bond in the month of December of the year in question.

The table below simulates Dinamia’s net asset value in the hypothetical event that all its investees had been sold at 31 March
2015 at a price equal to the valuations estimated by Nmás1 Capital Privado, as stated in this report:

C a lc ula t io n o f t he t he o re t ic a l pe rf o rm a nc e f e e a s o f 3 1/ 0 3 / 2 0 15

N A V a t 3 1/ 0 3 / 2 0 15 172.179

Theo retical perfo rmance fee (7.292)

A djus t e d N A V a t 3 1/ 0 3 / 2 0 15 164.887

A djus t e d N A V pe r s ha re 10 ,13