1. RECRUITMENT PRESENTATION 14th March 2012 www.graphitecapital.com

2. A leading independent mid-market PE investor Founded over 30 years ago Independent with no external committees 19 investment professionals based in London Experienced and stable team £1.2bn under management Latest fund of £575m raised in 2007 UK focused Flexible on sectors but particularly strong in business services, healthcare, retail and leisure Target deal size with EVs in the range £30-150m Introduction to Graphite Capital

3. Invest in companies typically through backing incumbent management teams Preferably take majority equity ownership Incentivise management with ‘sweet equity’ Money multiple driven Typically hold investments for 5-7 years Support organic and buy-and-build strategies Actively manage our investments and do not have a separate portfolio team Board attendance and often will appoint a non executive chairman What do we do?

4. Strong management teams with demonstrable records of success Leaders in their niche sectors Attractive market drivers and barriers to entry Credible organic growth strategy Scalable businesses either through office roll-out or buy-and-build Ability to defend market position and protect margins Good quality financial and management information What do we look for in our investee companies?

5. Assets leave the building at 5.30pm! Cyclicality Often mature markets Low barriers to entry High levels of competition Margin pressure Difficult to raise bank debt Why would you want to invest in recruitment companies?

6. Backed strong management teams with highly driven CEOs Identified attractive niche markets with clear growth drivers Businesses with clear differentiators and sustainable business models Strong distinctive cultures Incentivised the right people with equity (key management and staff) Understood well the defensive characteristics (e.g cost base variability) Understanding the macro economic cycle is always important (on acquisition and exit) Our experience of the recruitment sector

7. Graphite has acquired 8 recruitment businesses over the last 20 years - PSD :- market leader in technology recruitment. MBO in 1991. IPO on the LSE in 1997. (Exit return of 10x initial cost) - Huntress Search :- accounts, secretarial and IT staffing. Start-up in 2000 (Exit return of 8x initial cost) - TMP :- market leader in recruitment advertising. MBO in 2006 - NES :- UK leader in providing engineers to the global oil and gas, power and infrastructure sectors. MBO in 2006 - AMS :- global leader in recruitment process outsourcing. MBO in 2007. Acquired Capital Consulting in 2008 - Teaching Personnel :- market leader in providing supply teachers to state schools. MBO in 2010. Acquired Protocol Education in 2011 Graphite’s track record in the recruitment sector

8. Start-up in 2000. Backed Gary Laurence, whom we had worked with previously Sector diversity through accountancy, secretarial and IT recruitment verticals Based in London. Highly successful office expansion strategy. Opened 15 offices Developed a performance culture which resulted in very high productivity levels Attractive mix of temporary and permanent revenues Grew sales and EBITDA at compound rates of over 40% in 5 years prior to exit Sold the business for £41m in 2007 to a private equity fund. Made 8x return Huntress

9. Provides contract engineers to the global oil and gas, power and infrastructure markets Attractive long term market drivers: − World shortage of qualified engineers − Strong global demand for oil and gas − Exploration and Production activity moving to deeper water and harsher environments which requires specialist engineers Contractors are highly paid and typically on long term projects of 12-18 months MBO in 2006 EBITDA of £7.8m in 2006 and expected to make > £23m in 2012 EBITDA CAGR over 8 years of 20% driven by the Global division which has grown at over 50% Mix of revenues shifted to international markets (30% at MBO and 70% in 2012) 31 offices globally and 18 opened since MBO High barriers to entry and it is a fragmented market NES Global Talent

10. Market leader in providing supply teachers and teaching assistants (TAs) to state schools MBO of TP (#3 player) in 2010 and acquired PE (#4 player) in 2011 to create the #1 player Supplies over 7,000 schools in the UK Positive trends towards agency provision (away from direct sourcing) given increasing regulation and background checks Fundamental market drivers are positive (e.g. government drive to improve education standards, trends in immigration etc.) National coverage with 50 branches achieved through successful office roll-out strategies in both TP and PE Combined LTM EBITDA is £12.6m Highly cash generative significant profit growth since MBO Teaching Personnel (TP) / Protocol Education (PE)

11. Global market leader in recruitment process outsourcing (RPO) Provides exclusive outsourced recruitment solutions enabling large corporations to:- - Significantly reduce cost of recruitment - Improve quality of hires - Remove management headache of hiring thousands of staff every year MBO of AMS (# 1 player) in 2007 and acquired Capital Consulting (#2 player) in 2008 Based in London with low cost service centres in Poland and Manilla Made over 36,000 permanent hires for its customers in 2011 Long term contracts with 50 large blue chip organisations Growth market and business pipeline is huge High barriers to entry Attractive sector and geographical diversification Strong profit and NFI growth since MBO Alexander Mann Solutions

12. Graphite has been a serial investor in the recruitment sector Our success has been driven by:- - Backing driven leaders within strong management teams - Identifying market niches with attractive growth drivers - Targeting market leading companies with sustainable business models - Clear growth strategies and ability to take share from competition - Strong working capital and cash management Conclusion