Financial Advisory Services for Strategic Partnership and Company Sale Processes

We are pleased to present our financial advisory service proposal tailored to support your company's strategic partnership and/or sale objectives.

A. Scope of Services

1. Access to Investors and Promotion through Dinamo’s Global Network

a. Review of the company's current status and information form

b. Identification of value-creating aspects (Company/Project Value Proposition)

c. Profiling of suitable investors for partnership or acquisition

d. Preparation of a teaser (brief information note)

e. Distribution to Dinamo’s global investor network in over 120 countries for 6 months

f. Monthly reporting of matched investors

2. Financial Analysis

a. Assessment of the company’s current financial position

b. Evaluation of customer portfolio and growth potential

c. Risk and forecast analysis for new projects

d. Development of 5-year projections including revenue, CAPEX, OPEX, and growth

3. Market Research

a. Analysis of sector outlook and trends

b. Identification of potential local and international investors

c. Evaluation of market conditions for partnership and/or sale

4. Financial Modeling and Valuation in line with FAST Standards*

a. Development of a dynamic financial model based on FAST standards, including:

• Revenue, cost, and investment projections

• Scenario analysis to test performance

• Dashboard for easier interpretation of results

b. Ratio analysis based on the past 3 years’ financial statements

c. Pro forma 5-year income statement, balance sheet, and cash flow forecasts

d. Sensitivity analysis (single and dual-variable)

e. Analysis of key valuation drivers and associated risks (major & minor)

f. Valuation using Discounted Cash Flow (DCF) and EBITDA multiples:

• Estimation of the minimum and maximum value range

• Risk assessments and improvement suggestions

g. Preparation of a comprehensive financial analysis report

*The model will be developed based on the financial data and projections provided by your company.

5. Confidential Information Memorandum (CIM)

a. Preparation of a detailed information package

b. Presentation of the Company Value Proposition

c. Sharing with investors in line with confidentiality principles

6. Investor Engagement and Negotiation Process

a. Collection of Letters of Intent (LOIs)

b. Coordination of additional information requests

c. Pre-negotiation preparation

d. Negotiation management

e. Bidding process coordination

f. Financial comparison of received offers

g. Evaluation of transaction options based on sales goals, buyer motivations, legal/financial implications, timing, and cost

h. Support during the final negotiation stage to improve offers

7. Agreement Process with Investors

a. Coordination of term sheet preparation with legal advisors

b. Support and coordination during the financial audit

c. Coordination and financial advisory during due diligence

d. End-to-end management through to the Share Purchase Agreement

8. Share Transfer-Transactions (SPA)

Execution and acceleration (if needed) of the share transfer, including structuring of payment terms, performance-based incentives, and call/put options. Post-transaction support aligned with strategic goals.

Core Principles of FAST Modeling Standards

FAST (Flexible, Appropriate, Structured, Transparent) is an internationally recognized standard in financial modeling, particularly in M&A and large-scale modeling projects.

1) Flexibility

• Models should easily adapt to changing assumptions

• Parameters should be dynamically adjustable

2) Appropriateness

• Models should serve their purpose without unnecessary complexity

• Simplicity is prioritized, avoiding excess detail

3) Structure

• Inputs, calculations, and outputs are logically separated

• Tabs are clearly labeled and organized

4) Transparency

• All formulas and assumptions are fully visible and understandable

• Avoid complex formulas and ensure the traceability of calculations

FAST-Compliant Modeling Principles

• One Operation per Cell – each cell contains a single calculation

• Single Source of Inputs – data entered once and referenced throughout

• Standardized Formatting – consistent use of cell styles, colors, and conventions

Advantages

• Easier validation and error detection

• User-friendly and easier to train others on

• Facilitates collaboration in complex projects