Disclaimer The information herein has been prepared by Lazard Frères & Co. LLC (“Lazard”) solely based upon information supplied by you (the “Company”) and information that is publicly available. Portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company. Lazard has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company or any other entity, or concerning solvency or fair value of the Company or any other entity. With respect to financial forecasts, Lazard has assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments as to the future financial performance of the Company; we assume no responsibility for and express no view as to such forecasts. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise. These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard; provided, however, that you may disclose to any and all persons the U.S. federal income tax treatment and tax structure of any transaction described herein and the portions of these materials that relate to such tax treatment or structure. Lazard will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice. Please be advised that any discussion of US tax matters contained herein is not intended or written to be used and cannot be used for the purpose of (i) avoiding US tax related penalties or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. These materials are preliminary and summary in nature and do not include all of the information that the Company should evaluate in considering a possible transaction. Nothing herein shall constitute a commitment or undertaking on the part of Lazard or any related party to provide any service. Lazard shall have no duties or obligations to you in respect of these materials or other advice provided to you, except to the extent specifically set forth in an engagement or other written agreement, if any, that is entered into by Lazard and you. CON F I D ENT I A L

The Lazard Team for the Sauer-Danfoss Special Committee Global Industrials group 8 years at Lazard Focus on industrials/capital goods Machinery and equipment transaction experience Advised Sauer-Danfoss Special Committee in 2010 Advised Caterpillar NAVIN BHARGAVA Director Head of Special Committee practice and Chairman of Fairness Opinion Committee Lead advisor to numerous Special Committees, including those of CNH, Delphi Financial, 99¢ Only Stores, CNX Gas, Barnes & Noble, AMC, hotels.com, CSFB Direct, Hertz, Nationwide, Alfa, Dollar General, Chicago Board of Trade and DoubleClick AL GARNER Vice Chairman, U.S. Investment Banking Head of U.S. Corporate Finance 27 years at Lazard Broad range of financing and advisory experience Advised Special Committee of CNH on the merger with Fiat Industrial JOE MAYBANK Vice Chairman, Global Cap. Mkts. Advisory Global Industrials group Significant machinery and equipment transaction experience Advisor to CNH (Special Committee), Caterpillar, Schneider Electric, CEMEX, Denison International, and Parker Hannifin Advised Sauer-Danfoss Special Committee in 2010 DONALD FAWCETT Managing Director Global Industrials group 4 years at Lazard Focus on industrials/capital goods Machinery and equipment transaction experience Advised Caterpillar JUSTIN KATZ Vice President Head of Investment Banking for Nordic region, based in Stockholm 20 years of financial advisory experience Scandinavian machinery and equipment transaction experience GUSTAF SLETTENGREN Managing Director Head of Investment Banking for Germany, based in Frankfurt European machinery and equipment transaction experience ERIC FELLHAUER Managing Director BARRY RIDINGS Vice Chairman, U.S. Investment Banking Chairman of Lazard Capital Markets and Lazard Middle Market Co-Head of Lazard Restructuring from 1999 to 2012 36 years of financial advisory experience Advised Sauer-Danfoss Special Committee in 2010 CON F I D ENT I A L

Introduction Lazard is pleased to present its credentials to the Special Committee of the board of Sauer-Danfoss Inc. (“Sauer-Danfoss”) in connection with the proposal from Danfoss A/S (“Danfoss”) Lazard is uniquely suited to advise the Special Committee as it considers its response and its alternatives to the proposal from Danfoss Advised the Special Committee of Sauer-Danfoss in 2010 in ultimately recommending against Danfoss’s final offer of $14/share Strong existing knowledge of Sauer-Danfoss and key dynamics Full commitment of a team of senior bankers (same core team as in 2010) Machinery and equipment sector specialists with significant additional relevant transaction experience in hydraulics (e.g., cover bidder for Hagglunds, sale of Denison to Parker Hannifin, and sale of Atecs to Bosch and Siemens) and active relationships with companies that participate in Sauer-Danfoss’s end markets (e.g., CNH Global, Caterpillar, Manitou, Terex, JCB, Volvo, and Doosan/Bobcat) Global footprint, including strong practice in Nordic Europe Preeminent position as a financial advisor to Special Committees Independent model focused on providing unbiased financial advice Lazard recently advised the Special Committee of the board of CNH Global in connection with the merger with Fiat Industrial C O N F I D E N T I A L

LTM ADVISORY REVENUE % OF TOTAL REVENUE Goldman Sachs 7% JP Morgan Chase 3% Morgan Stanley 5% Bank of America 2% Lazard 54% Credit Suisse 6% Deutsche Bank 4% UBS 6% Citigroup 3% Evercore 86% Greenhill 96% $1,937 $1,423 $1,321 $1,037 $1,000 $974 $768 $765 $664 $455 $277 Lazard’s Global Presence We operate in major business capitals worldwide and provide both domestic and cross-border advisory services 2 (a) Lazard also maintains a joint cooperation agreement with Raiffeisen Investment AG for M&A advisory in Russia and the Central/Eastern European region. (b) Lazard also maintains a strategic alliance with Alfaro, Dávila, y Ríos for financial advisory in Mexico. 980 BANKERS WORLDWIDE North/South America – 490 Bankers Europe – 375 Bankers Asia/Australia – 115 Bankers UNITED STATES New York, San Francisco, Chicago, Houston, Los Angeles, Boston, Washington, D.C., Minneapolis, Charlotte CANADA UNITED KINGDOM FRANCE Paris, Bordeaux, Lyon ITALY GERMANY(a) SPAIN SWEDEN BENELUX SWITZERLAND BRAZIL AUSTRALIA Sydney, Melbourne, Perth UNITED ARAB EMIRATES INDIA KOREA SINGAPORE JAPAN CHINA Hong Kong, Beijing LATIN AMERICA(b) Buenos Aires, Montevideo, Santiago, Panama City, Lima, Bogotá MBA Lazard 50:50 JV SAUDI ARABIA I L A Z A R D C R E D E N T I A L S A N D R E L E V A N T E X P E R I E N C E $ in millions

Special Committee/Board-Level Advisory Expertise – Minority Squeeze-Outs Lazard, with its focus on financial advisory, has established the pre-eminent position as an independent advisor in complex situations, typically involving Special Committees. We have advised in numerous minority squeeze-outs... 3 Note: Includes minority squeeze-out transactions and selected situations involving large, non-majority shareholders. I L A Z A R D C R E D E N T I A L S A N D R E L E V A N T E X P E R I E N C E

CNH Global Case Study 5 On May 30, Fiat Industrial launched a tender offer to acquire the remaining shares of CNH that it did not already own for 3.828 NewCo shares for each CNH share Offer did not represent a premium over CNH share price The Special Committee of the board of CNH retained Lazard and JP Morgan as its financial advisors In the following months, Lazard and JP Morgan conducted extensive diligence and financial analysis and negotiated with Fiat Industrial's advisors to achieve an increase in the offer price On November 19, Fiat Industrial announced a revised offer representing a premium of more than 23% over the initial proposal In addition to the stock consideration of 3.828 NewCo shares for each CNH share, CNH shareholders will receive a special cash dividend of $10 per CNH share before the end of the year Transaction creates one of the world's largest capital goods companies, with a simplified capital structure and improved credit profile “one of the main reasons for this proposed transaction was to eliminate the valuation discount of Fiat Industrial and CNH. Another main advantage of the transaction is that CNH can now have full access to the FPT (engines, etc.) business. ...since both Fiat Industrial and CNH are undervalued, both parties can participate in the upside that may come with the rerating of NewCo.” William Blair (11/26/12) 2012 TRANSACTION SUMMARY WALL STREET MARKET REACTION Advisor to the Special Committee of the Board of Directors of On the Merger with I L A Z A R D C R E D E N T I A L S A N D R E L E V A N T E X P E R I E N C E

Sauer-Danfoss 2010 Case Study 6 ...and in 2010 Lazard also advised the Special Committee of Sauer-Danfoss On December 22, 2009, Danfoss A/S notified Sauer-Danfoss that it intends to launch a tender offer to acquire the remaining shares of Sauer-Danfoss that it does not already own for $10.10 per share in cash The Special Committee of the board of Sauer-Danfoss retained Lazard as its financial advisor In January and February 2010, Lazard conducted extensive diligence and financial analysis and negotiated with Danfoss's advisors to achieve an increase in the offer price to $12.75 per share, a 26% increase Subsequently, management produced a financial forecast reflecting higher growth and earnings than in its prior plan. Lazard negotiated with Danfoss's advisors again and achieved an increase in the offer price to $13.25 per share, as announced on March 9, 2010 On April 7, 2010, Mason Capital announced it had acquired a stake in Sauer- Danfoss and would not tender its shares at the $13.25 per share offer Lazard had a dialogue with Mason Capital and continued negotiations with Danfoss's advisors and achieved another increase in the offer price to $14.00 per share as announced on April 10, 2010 Due to stronger than expected preliminary first quarter results and an improving outlook and based upon Lazard's advice, the Special Committee advised shareholders to reject the $14.00 per share offer On April 29, 2010, Danfoss's tender offer expired TRANSACTION SUMMARY Advisor to the Special Committee of the Board of Directors of On the Tender Offer by 2010 I L A Z A R D C R E D E N T I A L S A N D R E L E V A N T E X P E R I E N C E

Selected Lazard Machinery & Equipment Experience I L A Z A R D C R E D E N T I A L S A N D R E L E V A N T E X P E R I E N C E $1.4 billion 2011 ON ITS SALE TO $1.7 billion PENDING SPECIAL COMMITTEE ON BUY-IN OFFER FROM Lazard has significant relevant experience advising hydraulic systems and components manufacturers and companies that participate in Sauer-Danfoss’s end markets $490 million 2012 IPO CO-MANAGER Not Completed: $4.9 bn 2007 STRATEGIC BUYER ON THE POTENTIAL ACQUISITION OF COMPACT EQUIPMENT BUSINESS $500 million 2009 REFINANCING AND COVENANT RENEGOTIATION N.A. 2009 STRATEGIC ASSESSMENT Not Completed: $720 m 2008 ADVISED STRATEGIC BUYER ON ACQUISITION OF HAS ACQUIRED $1.6 billion 2005 Flender Holding GmbH $545 million 2005 ON THE SALE OF BOART LONGYEAR TO Not Completed 2005 FINANCIAL BUYER ON THE POTENTIAL ACQUISITION OF BOMAG BUSINESS $253 million 2004 HAS BEEN ACQUIRED BY Parker Hannifin $9.2 billion 2002 HAS SOLD ATECS TO Bosch & Siemens $6.2 billion 1999 ON ITS ACQUISITION OF $1.3 billion 1997 ON ITS SALE OF TO $1.2 billion 2011 ON ITS ACQUISITION OF SFERT 551 million 2009 ON THE RESTRUCTURING OF ITS DEBT AND THE DEBT OF ITS GEHL SUBSIDIARY 344 million 2001 ON THE SALE OF ITS CRANE DIVISION TO Not Disclosed 2011 ON ITS ACQUISITION OF SHANGHAI JIANSHE LUQIAO MACHINERY 7

Selected Lazard Industrials Experience 8 $23 billion 2011 ON ITS SEPARATION INTO THREE INDEPENDENT COMPANIES $0.7 billion 2011 SPECIAL COMMITTEE OF ON ITS SALE TO MR. TIANFU YANG AND $2.0 billion 2011 ON ITS ACQUIS ITION OF A 34% STAKE IN AREVA NP SAS FROM $10.6 billion 2011 ON ITS SEPARATION INTO THREE INDEPENDENT PUBLIC COMPANIES 1.6 billion 2012 ON ITS SALE OF DEUTSCH ENGINEERED CONNECTING DEVICES TO $1.2 billion 2011 ON THE PUBLIC TAKEOVER OFFER FROM $4.4 billion 2011 ON ITS SALE TO $280 million 2010 ON ITS ACQUIS ITION OF $24 billion 2011 ON SPLIT-OFF OF CARGILL’S STAKE IN MOSAIC SPECIAL COMMITTEE OF $290 million 2011 ON THE SALE OF CRENLO AND PALADIN TO 330 million 2012 ON THE SALE OF ITS INVESTMENT IN DELORO STELLITE TO $3.5 billion PENDING ON THE SALE OF INOXUM TO $4.9 billion 2012 ON THE MERGER OF ITS FLOW CONTROL BUSINESS WITH $235 million 2012 ON ITS SALE TO Undisclosed 2012 ON THE SALE OF ITS AUTOMOTIVE AIR CONDITIONING BUSINESS TO $2.1 billion PENDING ON THE MERGER OF ITS COMMODITY CHEMICALS BUSINES S WITH $2.3 billion 2012 ON ITS MERGER WITH $10.1 billion 2008 ON ITS SALE TO $12.0 billion 2007 ON ITS SEPARATION INTO THREE BUSINESSES $220 million 2011 ON THE SALE OF HEIL TRAILER TO I L A Z A R D C R E D E N T I A L S A N D R E L E V A N T E X P E R I E N C E

The Big Picture I I C U R R E N T S I T U A T I O N O V E R V I E W 9 Revenue and earnings have recovered substantially since the previous offer from Danfoss $1.9bn in LTM revenue vs. $1.2bn in 2009 revenue (+68%) $396m in LTM EBITDA vs. ($26)m in 2009 EBITDA Share price up significantly over the past three years (+350%) as business performance has improved Prior to announcement of current Danfoss proposal, public market valuation was at a slight discount to historical levels Trading at 4.5x EV/LTM EBITDA vs. three-year historical average of 5.5x EV/LTM EBITDA Shareholder base has evolved Mason Capital exited Current institutional shareholder base comprised mostly of mutual funds Possibility that activist hedge funds could once again purchase shares post-announcement of proposal? Recent weakness in performance due to global economic conditions 2012 revenue guidance recently lowered to 5% - 10% decline Competitors have also recently experienced weakness and lowered guidance Danfoss has said it has no interest in selling all, or part of, its stake in Sauer-Danfoss Danfoss has a strong balance sheet and ample liquidity to fund a potential increase in its proposal In many respects, Sauer-Danfoss is in a much different position than it was in late 2009/early 2010

Recent Evolution ($ in millions) I I C U R R E N T S I T U A T I O N O V E R V I E W Key Events Net sales decline by 45% y-o-y due to global recession Quarterly dividend suspended Credit agreement with Danfoss to borrow up to $690m Danfoss announces intent to pursue tender offer at $10.10/share Restructuring program continues (working capital, CapEx and headcount) Board ultimately recommends against $14.00/share; offer expires Credit line voluntarily reduced by $190m Due to continued strong cash generation, reduced available credit line with Danfoss by $200m and lent ~ $180m of excess cash to Danfoss Danfoss announces intent to pursue tender offer at $49.00/share E. Alstrom appointed President, CEO and Director Quarterly dividend reinstated Net Sales $1,159 $1,641 $2,057 $1,903 % Growth (44.6%) 41.5% 25.4% (7.5%) EBITDA ($26) $348 $453 $419 % Margin n/m 21.2% 22.0% 22.0% Ent. Value $1,131 $1,633 $1,704 $1,770 Net Debt(c) $494 $236 ($51) ($141) Equity Value $583 $1,368 $1,755 $1,911 EV / EBITDA LTM n/m 4.7x 3.8x 4.5x 2009 2010 2011 2012E(a)(b) Source: Company filings. Note: Financials shown for financial year end December 31. (a) Lazard extrapolation based on Sauer-Danfoss guidance; assumed net sales decrease of (7.5%) and EBITDA margin constant from 2011. (b) Enterprise value and related data based on Q3 2012 financials and based on unaffected share price on November 27, 2012. (c) Including minority interest. 10

Stock Price Performance: Last 5 Years I I C U R R E N T S I T U A T I O N O V E R V I E W 11 0 10 20 30 40 50 60 $70 06 Dec 2007 06 Dec 2008 08 Dec 2009 09 Dec 2010 11 Dec 2011 12 Dec 2012 Price Source: FactSet. Current Proposal: $49.00 28 Nov 2012 Danfoss announces proposal of $49.00 per share 22 Dec 2009 Danfoss offers $10.10 per share 30 Oct 2009 Danfoss acquires additional 20.6% stake Average Price Pre-Current Proposal 1 Week $39.28 1 Year $41.29 1 Month 39.62 2 Years 40.97 3 Months 39.81 3 Years 32.50 Price Post-Current Proposal Current $52.35 Avg. Since Proposal 52.57 $25.90 9 Mar 2010 Danfoss raises offer to $13.25 per share 10 Apr 2010 Danfoss raises offer to $14.00 per share 10 Mar 2008 Danfoss acquires controlling stake Sauer-Danfoss’s share price is up significantly both over the past five years and since Danfoss’s prior offers in 2009 / early 2010... $52.35 +102%

Stock Price Performance in Context: Last 5 Years I I C U R R E N T S I T U A T I O N O V E R V I E W 12 Source: FactSet as of 12/12/12. (a) Hydraulics peers include Eaton, Parker, and Sun Hydraulics. (b) Selected Customers include Caterpillar, Terex, AGCO, Cargotec, Deere, Manitou, Oshkosh, Palfinger, and Toro. (c) Mid-Cap Industrials include A.O. Smith, Actuant, Astec, CLARCOR, Colfax, Crane, Franklin Electric, Graco, Kaydon, Lindsay, Manitowoc, RBC Bearings, Regal-Beloit, and Rexnord. 0 50 100 150 200 250 12 Dec 2007 11 Dec 2008 11 Dec 2009 12 Dec 2010 12 Dec 2011 12 Dec 2012 Indexed Hydraulics Selected Customers Mid-Cap Industrials SHS $25.90 (a) (b) (c) $52.35 +102% +21% +15% (33%) ... and its shares have outperformed peers due to strong recovery of underlying business

Relative Valuation 13 I I C U R R E N T S I T U A T I O N O V E R V I E W PAST 3 YEARS CURRENT PAST 3 YEARS CURRENT 0 6 12 18 24 30x Dec 09 Jul 10 Feb 11 Oct 11 May 12 Dec 12 Hydraulics Selected Customers Mid-Cap Industrials Sauer-Danfoss 1 6 11 16x Dec 09 Jul 10 Feb 11 Oct 11 May 12 Dec 12 Hydraulics Selected Customers Mid-Cap Industrials Sauer-Danfoss Source: FactSet as of 12/12/12. Note: Demag (a) Hydraulics peers include Eaton and Parker. (b) Selected Customers include Caterpillar, Terex, AGCO, Cargotec, Deere, Manitou, Oshkosh, Palfinger, and Toro. (c) Mid-Cap Industrials include A.O. Smith, Actuant, Astec, CLARCOR, Colfax, Crane, Franklin Electric, Graco, Kaydon, Lindsay, Manitowoc, RBC Bearings, Regal-Beloit, and Rexnord. 8.8x 10.1x 7.9x 6.1x 19.0x 11.3x 13.4x 10.4x 10.1x 7.9x 7.1x 6.1x 4.5x 0 3 6 9 12x Eaton Mid-Cap Industrials Selected Customers Parker Sauer-Danfoss (current) Sauer-Danfoss (unaffected) 19.0x 13.4x 12.6x 11.7x 11.3x 10.1x 6 10 14 18 22x Mid-Cap Industrials Sauer-Danfoss (current) Eaton Parker Selected Customers Sauer-Danfoss (unaffected) n/m n/m (a) (b) (c) 12.1x EV/ LTM EBITDA PRICE/ LTM EPS (a) (b) (c) Sauer-Danfoss has consistently traded at a discount to peers, reflecting the limited size and liquidity of its float and lack of research coverage Note: Calendarized to December 31 year end; Pro forma for eaton’s acquisition of cooper, Terex’s acquisition of Demag Cranes, and Colfax’s acquisition of Charter.

Sales Growth and EBITDA Margin vs. Peers I I C U R R E N T S I T U A T I O N O V E R V I E W 14 Sauer- Source: FactSet. Note: Calendarized to December 31 year end. (a) Excludes financing business; Caterpillar revenue growth reflects acquisition of Bucyrus. (b) For hydraulics business only. (c) Excludes financing business. (d) Mid-Cap Industrials include A.O. Smith, Actuant, Astec, CLARCOR, Colfax, Crane, Franklin Electric, Graco, Kaydon, Lindsay, Manitowoc, RBC Bearings, Regal-Beloit, and Rexnord. 30% 20% 17% 16% 16% 16% 15% 13% 10% 8% 7% 6% 6% 5% 0% 7% 14% 21% 28% 35% Sun Hydraulics Sauer-Danfoss Caterpillar Deere Eaton Mid-Cap Indu. Parker Toro AGCO Palfinger Terex Oshkosh Cargotec Manitou % margin LTM EBITDA MARGIN Median: 14% (a) (c) (b) Selected Customers Hydraulics Mid-Cap Industrials (d) 29% 28% 23% 22% 22% 21% 18% 17% 14% 13% 10% 9% 8% 8% 0% 10% 20% 30% Caterpillar Sun Hydraulics Terex Manitou Eaton Palfinger Sauer-Danfoss Deere AGCO Parker Mid-Cap Indu. Toro Cargotec Oshkosh % CAGR 2009A 2012E SALES CAGR Median: 15% (a) (c) (b) 1.3% 1.7% 4.9% (0.2%) (2.0%) 6.0% -- 6.0% 4.1% 1.6% 5.4% 5.0% (1.7%) (7.7%) (d) ’12E – ’13E Sales growth

SUMMARY METRICS RECENT DEVELOPMENTS Revenues 2013E: $22.8 Hydraulics Rev. 2013E: 3.2 Ent. Value: 34.4 9.6x Recently completed Cooper acquisition for $11.9bn strengthening its position in the electrical end-market and further diversifying away from legacy business In November, lowered 2012 Hydraulics revenue guidance from 3% growth to 2% decline, driven by weakness in the construction equipment markets U.S. Hydraulics revenue growth forecast reduced from 8% to 2% due to weakness in the mobile portion of the business Non-US growth forecasted to be down 5% y/y due to limited recovery in Asia - Barclays (11/1/12) Revenues 2013E: $13.2 Hydraulics Rev. 2013E: 3.4 Ent. Value: 13.8 6.7x In October reported weak fiscal Q1 results and reduced fiscal year guidance significantly; shares sold off 8% Cancellations from global construction OEMs were key driver of quarter earnings miss New guidance calls for FY13 (6/30) revenue to decline 2% (+4% previously) Due to global weakness, taking action to adjust workforce and level of capex - Jefferies (10/19/12) Revenues 2013E: $0.2 Ent. Value: 0.6 9.0x Recent performance has been weak Q3 earnings below consensus, at the low end of guidance Q4 guidance below consensus, now expects decline in U.S. revenues Weak Europe and Asia starting to impact U.S. demand Adjusting to lower overall level of demand, but potential rebound in 2012 - Kansas City Capital Associates (11/06/12) Key Hydraulics Players: Selected Observations ($ in billions) I I C U R R E N T S I T U A T I O N O V E R V I E W 15 Source: FactSet, Thomson ONE, MergerMarket, Wall Street research, company filings. (a) Pro forma for Cooper acquisition. EV/’13 EBITDA: “We think the outlook remains uncertain in some of ETN’s core markets as we enter 2013, especially in Hydraulics given more moderate trends in global construction.” EV/’13 EBITDA: “PH made negative comments about preduction adjustments in the construction equipment industry... We believe that ETN could have seen similar customer cancellations/ adjustments in its bydraulics business.” Ev/’13EBITDA: “Continuing weakness overseas and concerns domestically have caused us to lower our fourth-quarter and year-end forecast for SNH... Fiscal 2013 is projected to be a relatively flattish year as we are assuming a soft first half will be offset by an uptick in second half performance.”

End-Market Perspectives: Selected Analyst Commentary I I C U R R E N T S I T U A T I O N O V E R V I E W 16 HYDRAULICS / OVERALL INDUSTRIAL “Hydraulics markets will likely contract in the 2%-3% range following 2% market decline this year, comprised of likely significant double-digit decline in the second half of 2012 and the first half of 2013. With many key customers’ production running well under final demand a strong growth recovery is likely in the second half of next year Buckingham Research (11/29/12) AGRICULTURE “We expect USDA to revise its forecast upward as the beneficial impact of sharply higher crop prices on cash crop receipts, and a positive revision to ‘farm-related income’, more than offset the negative impacts of lower crop yields and lower harvested area on net cash income.” BAML (7/18/12) “The impact [of the drought] is relatively neutral as higher commodity prices will offset much of the loss of production and farmers will actually look to take advantage of higher commodity prices in the next harvest.” Credit Suisse (8/30/12) CONSTRUCTION EQUIPMENT “Conditions in the domestic construction market are pointing to gradual improvement, with spending up ~6% (in ompared to previous cycles, the current one is unique. Traditional oil and gas related construction has been an important driver of growth Citi (9/7/12) “...Caution toward construction equipment (inventory build amidst a sluggish commercial construction recovery following an extended period of strong shipments) and mining equipment (lower mining company capex, slowdown in project approvals).” RBC (11/20/12) AERIAL WORK PLATFORM “Aerial work platform demand remains robust as fleet age has increased over recent years and replacement is required given the uneconomical nature of maintaining old equipment relative to fleet replacement.” Citi (12/7/12) “We asked branch managers about their 2013 capex intentions by equipment type. Branch managers expect to add fleet for all equipment types surveyed, but most so for aerial work platforms.” UBS (11/9/12) TURF CARE “We believe there are several positive trends... First, golf rounds played in 2012 were at their highest level since 2010, thereby setting up capital budgets at golf courses for the coming year. This should help increase sales of both turf and irrigation equipment. Landscape contractors are also cautiously optimistic that business will steadily improve.” Longbow Research (12/6/12)

I I CU R R E N T S I T U A T ION O V E R V I EW Shareholder Base Composition 17 Legend: None Low Medium High The institutional shareholder base is currently comprised mainly of mutual funds and is dispersed (Mason Capital, who agitated in 2010, appears to no longer have a position). However, post-announcement of Danfoss’s proposal, activist hedge funds could potentially take stakes 9/30/12 % Total % Float Level of Activism 6/30/10 % Total % Float Level of Activism 3/31/10 % Total % Float Level of Activism 1 Vanguard 1.9% 7.8% Mason Capital 4.3% 17.6% Mason Capital 4.0% 16.4% 2 Wellington 1.9% 7.8% Vanguard 1.7% 7.0% Dimensional 1.5% 6.1% 3 American Century 1.5% 6.1% Pennsylvania PSERS 1.5% 6.1% Vanguard 1.4% 5.7% 4 AllianceBernstein 1.5% 6.1% Dimensional 1.4% 5.7% Pennsylvania PSERS 1.0% 4.1% 5 BlackRock 1.4% 5.7% Lonestar 1.3% 5.3% AQR 1.0% 4.1% 6 Royce & Associates 0.8% 3.3% BlackRock 1.1% 4.5% BlackRock 0.9% 3.7% 7 Dimensional 0.8% 3.3% Carlson 0.7% 2.9% Lonestar 0.8% 3.3% 8 Reinhart 0.7% 2.9% Hudson Bay 0.5% 2.0% State Street 0.6% 2.5% 9 D. E. Shaw 0.5% 2.0% State Street 0.5% 2.0% TFS 0.4% 1.6% 10 State Street 0.5% 2.0% AQR 0.4% 1.6% Water Island 0.4% 1.6% 11 TIAA-CREF 0.5% 2.0% Northern Trust 0.4% 1.6% Northern Trust 0.3% 1.2% 12 Schroder 0.5% 2.0% TFS 0.4% 1.6% First Manhattan 0.3% 1.2% 13 Walthausen & Co. 0.5% 2.0% First Manhattan 0.3% 1.2% Parametric 0.3% 1.2% 14 Systematic Financial 0.4% 1.6% Parametric 0.3% 1.2% Renaissance Tech 0.3% 1.2% 15 Northern Trust 0.4% 1.6% TIAA-CREF 0.3% 1.2% GAMCO 0.3% 1.2% Source: FactSet. Note: Shading indicates ownership currently and in 2010; % total refers to percentage ownership of total float, % float refers to minority free float. CURRENT HISTORICAL Top 12 shareholders hold 51% of the public float (as of September 30, 2012)

Shareholder Cost Basis Analysis I I C U R R E N T S I T U A T I O N O V E R V I E W 18 Source: FactSet. Majority of shares that have turned over in the past year were purchased at prices under $42. 10% were purchased above the current proposal price ($49); 55% of the float has traded since the proposal ONE YEAR COST BASIS (AS OF 11/27/12) SIX MONTH COST BASIS (AS OF 11/27/12) 342 1,029 1,075 2,089 531 2,010 2,073 1,787 872 154 3% 11% 20% 38% 42% 59% 76% 91% 99% 100% 0% 25% 50% 75% 100% 0 1,250 2,500 $33 - $34 $34 - $35 $35 - $36 $36 - $37 $37 - $38 $38 - $39 $39 - $40 $40 - $41 $41 - $42 $42 - $43 Volume (000s) % Cumulative 402 3,126 5,279 6,239 3,940 1,914 2,150 2,881 2,536 1,676 1,337 1,070 1% 11% 27% 46% 58% 64% 71% 80% 87% 93% 97% 100% 0% 25% 50% 75% 100% 0 4,000 8,000 $32 - $34 $34 - $36 $36 - $38 $38 - $40 $40 - $42 $42 - $44 $44 - $46 $46 - $48 $48 - $50 $50 - $52 $52 - $54 $54 - $56 Volume (000s) % Cumulative TOTAL SHARES TRADED / FLOAT = 101% TOTAL SHARES TRADED / FLOAT = 275%

Current Proposal ($ in millions, except per share data) 19 Source: Company filings, FactSet. I I I D A N F O S S A / S P R O P O S A L PRICE $49.00/share PREMIUMS 1-Day Prior Share Price: 24% 1-Week Prior Share Price: 25% 4-Week Prior Share Price: 22% 3-Month Prior Share Price: 28% VALUATION Equity Value: $2,378 Enterprise Value: 2,237 EV / LTM EBITDA: 5.7x TYPE Cash tender offer FINANCING No financing contingency The current proposal of $49.00/share represents a 24% premium and 25% premium over the 1-day prior share price and the 1- week prior share price, respectively Current proposal represents a higher starting premium than the previous initial Danfoss proposal in December 2009 (20% premium to 1-day prior, 10% premium to 1-week prior)

Current Proposal in Context ($ in millions, except per share data) I I I D A N F O S S A / S P R O P O S A L Source: Company filings, FactSet. (a) Share price as of December 12, 2012; Previous Previous Offer Current Current Purchases Initial Final Proposal Trading(a) Items Announcement Date 3/10/2008 10/30/2009 12/22/2009 4/10/2010 11/28/2012 Close Date 7/11/2008 10/30/2009 n/a n/a n/a Increase in Ownership, if Any 17.0% 20.6% 24.1% 24.3% 24.4% Purchase Price $248 $161 $119 $165 $579 Price Per Share $29.67 $16.00 $10.10 $14.00 $49.00 $52.35 Aggregate Equity Value $1,457 $780 $494 $679 $2,378 $2,540 Aggregate Enterprise Value $1,934 $1,352 $1,065 $1,200 $2,237 $2,399 Implied LTM Multiples EV / LTM Sales 0.98x 1.07x 0.92x 1.00x 1.15x 1.23x EV / LTM EBITDA 8.3x n/m n/m n/m 5.7x 6.1x Premiums Paid Analysis 1-Day Prior Share Price 69% 116% 20% 66% 24% 33% 1-Week Prior Share Price 45% 101% 10% 52% 25% 33% 4-Week Prior Share Price 56% 125% 13% 56% 22% 31% 3-Month Prior Share Price 22% 182% 27% 76% 28% 36% 20 Current proposal represents a higher starting premium than the previous initial Danfoss offer in December 2009

Comparison of April 2010 Business Plan and Actual Performance I I I D A N F O S S A / S P R O P O S A L 2010A 2011A 2012E(a) ACTUAL PERFORMANCE Net sales $1,641 $2,057 $1,903 % growth 41.5% 25.4% (7.5%) EBITDA $348 $453 $419 % margin 21.2% 22.0% 22.0% CapEx ($26) ($52) ($55) % of sales 1.6% 2.5% 2.9% Net Working Capital $237 $256 n/a % of sales 14.5% 12.4% n/a 2010E 2011E 2012E PREVIOUS BUSINESS PLAN (April 2010) Net sales $1,400 $1,470 $1,555 % growth 20.8% 5.0% 5.8% EBITDA $206 $220 $236 % margin 14.7% 14.9% 15.2% CapEx ($30) ($44) ($47) % of sales 2.1% 3.0% 3.0% Net Working Capital $252 $259 $269 % of sales 18.0% 17.6% 17.3% Source: Company filings, Management business plan. (a) Lazard extrapolation based on Sauer-Danfoss guidance; assumed net sales decrease of (7.5%) and EBITDA margin constant from 2011. 21 Actual performance for FY 2010 and 2011 significantly exceeded the April 2010 business plan due to strength of economic recovery

Preliminary Analysis of Current Proposal ($ in millions, except per share data) I I I D A N F O S S A / S P R O P O S A L 22 Current Current Public Trading Precedent Minority Buy-In Proposal Trading Comparables Transactions(d) Premiums(e) Per Share $49.00 $52.35 Aggregate Equity Value $2,378 $2,540 Net Debt (incl. Minority Interest) (141) (141) Hydraulics Selected Mid-Cap All Aggregate Enterprise Value $2,237 $2,399 Peers(a) Customers(b) Industrials(c) Hydraulics Transactions Implied Sales Multiple 2011A $2,057 1.09x 1.17x 1.33x 0.63x 1.61x - - LTM 1,949 1.15x 1.23x 1.31x 0.62x 1.59x 1.10x - 2012E 1,903 1.18x 1.26x 1.32x 0.63x 1.49x - - Implied EBITDA Multiple 2011A $453 4.9x 5.3x 9.1x 6.8x 11.3x - - LTM 396 5.7x 6.1x 8.8x 7.9x 10.1x 8.3x - 2012E(f) 419 5.3x 5.7x 8.6x 6.0x 9.3x - - Premium to Unaffected Price 1-Day Prior Share Price $39.38 24% 33% - - - - 28% 1-Week Prior Share Price 39.32 25% 33% - - - - 29% 4-Week Prior Share Price 40.06 22% 31% - - - - 28% 3-Month Prior Share Price 38.36 28% 36% - - - - - Source: Company filings, FactSet. (a) Hydraulics peers include Eaton and Parker. (b) Selected Customers include Caterpillar, Terex, AGCO, Cargotec, Deere, Manitou, Oshkosh, Palfinger, and Toro. (c) Mid-Cap Industrials include A.O. Smith, Actuant, Astec, CLARCOR, Colfax, Crane, Franklin Electric, Graco, Kaydon, Lindsay, Manitowoc, RBC Bearings, Regal-Beloit, and Rexnord. (d) Includes selected hydraulics transactions since 1998. (e) Includes closed minority buy-ins with U.S. targets and transaction values in excess of $250 million. 100% cash transactions only. (f) Lazard extrapolation based on Sauer-Danfoss guidance; assumed net sales decrease of (7.5%) and EBITDA margin constant from 2011.

Minority Buy-In Premiums: Summary Analysis I I I D A N F O S S A / S P R O P O S A L Median 1-day premium for all cash buy-in offers is 28%. In slightly over half of these, the acquiror ultimately increased the offer by a median of 15% Source: SDC. Note: Key assumptions for precedents include: Past 10+ years (since 1/1/2002); minority buy-in transactions (U.S. public targets, excluded short-form mergers and other subsequent offerings) in excess of $250 million; at least 51% held at announcement and 100% ownership after transaction. 23 SUMMARY MINORITY BUY-IN PREMIUM DATA (FINAL OFFER) # OF TRANSACTIONS 1-DAY 1-WEEK 4-WEEK PREMIUM OF FINAL VS. INITIAL OFFER MEAN MEDIAN MEAN MEDIAN MEAN MEDIAN MEAN MEDIAN ALL-CASH CONSIDERATION 16 27% 28% 29% 29% 32% 28% 15% 15% CASH + STOCK 1 10% 10% 9% 9% 14% 14% 2% 2% STOCK 11 18% 22% 19% 23% 18% 23% 7% 7% TOTAL 28 23% 24% 24% 26% 26% 25% 12% 10% 57% of all analyzed transactions included a revised offer

Analysis at Various Prices: Illustrative ($ in millions, except per share data) I I I D A N F O S S A / S P R O P O S A L Source: Company filings, FactSet. (a) Lazard extrapolation based on Sauer-Danfoss guidance; assumed net sales decrease of (7.5%) and EBITDA margin constant from 2011. 24 Current Current Analysis Proposal Trading at Various Prices Per Share $49.00 $52.35 $53.00 $55.00 $57.00 $59.00 Premium to Current Share Price (6%) - 1% 5% 9% 13% Increase From Current Proposal - 7% 8% 12% 16% 20% Minority Equity Value $579 $619 $627 $650 $674 $698 Aggregate Equity Value 2,378 2,540 2,572 2,669 2,766 2,863 Net Debt (incl. Minority Interest) (141) (141) (141) (141) (141) (141) Aggregate Enterprise Value $2,237 $2,399 $2,431 $2,528 $2,625 $2,722 Implied Sales Multiple 2011A $2,057 1.09x 1.17x 1.18x 1.23x 1.28x 1.32x LTM 1,949 1.15x 1.23x 1.25x 1.30x 1.35x 1.40x 2012E(a) 1,903 1.18x 1.26x 1.28x 1.33x 1.38x 1.43x Implied EBITDA Multiple 2011A $453 4.9x 5.3x 5.4x 5.6x 5.8x 6.0x LTM 396 5.7x 6.1x 6.1x 6.4x 6.6x 6.9x 2012E(a) 419 5.3x 5.7x 5.8x 6.0x 6.3x 6.5x Premium to Unaffected Price 1-Day Prior Share Price $39.38 24% 33% 35% 40% 45% 50% 1-Week Prior Share Price 39.32 25% 33% 35% 40% 45% 50% 4-Week Prior Share Price 40.06 22% 31% 32% 37% 42% 47% 3-Month Prior Share Price 38.36 28% 36% 38% 43% 49% 54% Danfoss PF Net Debt / EBITDA 1.4x 1.5x 1.5x 1.5x 1.5x 1.6x Every $1/share increase in the proposed price represents approximately $12 million in total value Danfoss has sufficient liquidity and balance sheet strength to increase the proposal

Key Issues I V C O N S I D E R A T I O N S F O R T H E S P E C I A L C O M M I T T E E THRESHOLD QUESTIONS Does Danfoss’s current proposal give Sauer-Danfoss’s minority shareholder adequate consideration for their ~24% minority stake in Sauer-Danfoss? What is an appropriate valuation for Sauer-Danfoss? What alternatives do Sauer-Danfoss’s minority shareholder have? Is the cash consideration offered not only fair, but does it also represent the best result available for the minority shareholders? VALUATION The Special Committee should develop a view as to the value of Sauer-Danfoss Underlying management projections should be rigorously reviewed and diligenced Industry dynamics and the competitive landscape should be considered by the Special Committee The Special Committee should work closely with financial and legal advisors to consider available options to make appropriate assessments on value and to determine the optimal negotiating posture Independent directors must hold themselves to the highest standard in acting on behalf of shareholders as the record could be scrutinized in any subsequent litigation Process is critical - the Special Committee generally has the ability to control timing and process; one of the Special Committee’s greatest advantages is the power to say “no” 25

How Does the Special Committee Develop its View on Value? I V C O N S I D E R A T I O N S F O R T H E S P E C I A L C O M M I T T E E What is fair value? What are the valuation methodologies that Lazard would utilize in determining value? Precedent transactions and minority squeeze-out premiums paid Discounted cash flow analysis (incorporating management projections and sensitivities) Other factors (e.g., transaction closing conditions, etc.) Historical stock price and trading history COMPANY DYNAMICS Key factors and risks impacting the Sauer-Danfoss ability to achieve its business plan projections INDUSTRY DYNAMICS Key factors and trends impacting the machinery and equipment industry generally and served sectors (agriculture, construction, material handling, turf care) specifically Comparable company analysis Other relevant analyses (e.g., PV of future share price, etc.) 26

Summary Process Timeline: Illustrative I V C O N S I D E R A T I O N S F O R T H E S P E C I A L C O M M I T T E E 27 Week 1 2 3 4 5 6 7 8 9 Due diligence Preparation/presentation of valuation analyses Development of Special Committee position Negotiations Lazard Opinion Committee meeting and rendering of Opinion to Special Committee Announcement Timeline below is illustrative of a typical process. Danfoss has communicated its desire to work with the Special Committee on a friendly basis to determine the optimal structure and timing to consummate a potential transaction Timing/ Outcome ?

Danfoss A/S Business Overview ($ in millions) A SU P P O R T I N G M A T E R I A L S DANFOSS CLIMATE & ENERGY : FY’11A SALES: $3,777 Danfoss Refrigeration & Air Conditioning Controls Danfoss Power Electronics Danfoss Heating Solutions Danfoss Commercial Compressors Danfoss District Energy OTHER AREAS : FY’11A SALES: $189 SAUER-DANFOSS : FY’11A SALES: $2,057 Remaining Danfoss Development activities after divestment of Danfoss Water Controls and Danfoss Geared Motor activities in 2011 Danfoss Appliance Controls Agriculture Construction Material Handling Turf Care Specialty Source: Company filings and Company website. Note: Assumes DKK to USD exchange rate of 0.17326 as of 12/7/12; Sauer-Danfoss financials as reported. 28

Danfoss A/S Financial Overview ($ in millions, except per share data) A SU P P O R T I N G MA T E R I A L S Source: Company filings. (a) Assumes DKK to USD exchange rate of 0.17326 as of 12/7/12; Pro forma for $579.4 million acquisition of shares from Sauer Holdings on November 30, 2012. (b) Pro forma for purchase of minority shares at $49.00 per share; assumes transaction financed with revolver availability. (c) Reflects availability under committed credit lines plus cash and cash equivalents. (d) Assumes additional borrowings accrue interest at 4.0% rate. Danfoss has sufficient availability under its credit agreements, with no financial covenants, and cash at hand to fund a potential increase in its initial proposal DANFOSS A/S FINANCIAL SUMMARY Including Sauer-Danfoss FYE Dec-31 2011A LTM PF LTM(a) Total Net Sales $5,874 $5,901 $5,901 % Growth 7.5% 0.5% 0.5% EBITDA $1,026 $924 $924 % Margin 17.5% 15.7% 15.7% EBIT $732 $623 $623 % Margin 12.5% 10.6% 10.6% CASH FLOW ITEMS Capital Expenditure $231 $226 $226 CAPITALIZATION Cash & Cash Equivalents $129 $161 $161 Secured Debt $222 n/a n/a Unsecured Debt $872 n/a n/a Total Debt $1,093 $911 $1,491 Net debt $965 $750 $1,329 Liquidity(c) $1,116 $1,149 $569 Shareholders Equity $1,792 $2,029 $2,029 CREDIT STATISTICS Net Debt / Net Capitalization 35.0% 27.0% 39.6% Net Debt / EBITDA 0.9x 0.8x 1.4x EBITDA / Net Interest expense 5.8x 15.0x 10.9x (b) (d) 29 Financials below are on “as reported” basis (a)

Stock Price Equity Enterprise Sales EBITDA P/E Company as of 12/12/12 Value Value LTM 2011A 2012E 2013E LTM 2011A 2012E 2013E LTM 2011A 2012E 2013E Sauer-Danfoss $52.35 $2.5 $2.4 1.23x 1.17x 1.26x -- 6.1x 5.3x 5.7x -- 13.4x 11.0x 14.0x -- Hydraulics Peers Eaton $52.04 $24.1 $34.4 1.58x 1.60x 1.58x 1.51x 10.4x 11.0x 10.4x 9.6x 12.6x 13.2x 12.7x 11.8x Parker 83.12 12.4 13.8 1.05 1.06 1.05 1.04 7.1 7.1 6.7 6.7 11.7 12.0 12.0 12.2 Median 1.31x 1.33x 1.32x 1.27x 8.8x 9.1x 8.6x 8.2x 12.1x 12.6x 12.3x 12.0x Customers Caterpillar $87.95 $57.5 $63.2 0.98x 1.10x 1.00x 0.99x 5.7x n/m 5.7x 5.6x 9.0x 11.9x 9.6x 10.1x Terex 26.32 2.9 4.7 0.62 0.59 0.63 0.60 8.4 n/m 7.1 6.3 22.3 n/m 13.1 10.1 AGCO 49.17 4.8 5.5 0.56 0.63 0.56 0.54 5.6 7.0 5.9 5.4 6.9 8.3 9.4 8.9 Cargotec €19.70 1.4 2.0 0.47 0.49 0.47 0.48 8.2 6.8 6.9 7.0 10.5 8.1 11.3 11.9 Deere 86.25 33.8 33.4 1.00 1.11 0.99 0.93 6.1 6.7 6.0 5.6 11.3 12.9 11.1 10.2 Manitou €11.82 0.6 0.7 0.42 0.47 0.43 0.43 7.9 6.7 6.0 5.8 10.8 12.4 10.9 11.1 Oshkosh 28.80 2.6 3.0 0.37 0.39 0.38 0.41 6.1 5.5 5.9 5.4 11.5 12.4 12.2 10.9 Palfinger €16.00 0.7 1.0 0.84 0.90 0.84 0.81 10.4 9.7 8.2 7.5 13.7 13.4 13.8 12.1 Toro 42.88 2.5 2.6 1.34 1.37 1.33 1.26 10.0 10.8 10.0 9.3 20.0 22.8 19.6 17.4 Median 0.62x 0.63x 0.63x 0.60x 7.9x 6.8x 6.0x 5.8x 11.3x 12.4x 11.3x 10.9x Mid-Cap Industrials A.O. Smith $61.73 $2.4 $2.2 1.18x 1.31x 1.17x 1.07x 9.2x 12.0x 8.7x 7.6x 19.1x 18.6x 21.1x 18.2x Actuant 29.09 2.1 2.4 1.52 1.59 1.50 1.43 8.4 9.1 8.4 8.0 24.9 16.6 13.5 12.4 Astec 30.81 0.7 0.7 0.66 0.70 0.67 0.65 8.4 8.4 8.3 7.2 18.9 17.7 18.3 15.2 CLARCOR 45.86 2.3 2.1 1.89 1.90 1.88 1.79 9.9 10.0 9.9 9.1 18.9 18.8 19.0 17.3 Colfax 38.98 3.7 5.1 1.66 1.36 1.30 1.20 14.3 13.0 9.8 8.6 n/m n/m 29.8 19.7 Crane 44.01 2.5 3.0 1.18 1.20 1.17 1.12 7.8 8.1 7.7 7.0 n/m n/m 11.7 10.5 Franklin Electric 59.51 1.4 1.5 1.69 1.80 1.66 1.52 10.4 11.4 10.4 9.5 17.5 22.5 19.0 17.3 Graco 51.82 3.1 3.3 3.37 3.67 3.26 3.01 12.5 13.0 11.7 10.5 23.2 22.3 21.6 18.1 Kaydon 23.42 0.8 0.9 1.90 1.95 1.90 1.92 10.9 9.6 8.7 8.8 n/m 15.4 14.1 13.8 Lindsay 76.47 1.0 0.8 1.51 1.63 1.47 1.39 10.7 12.3 9.4 8.5 22.6 27.1 19.6 18.1 Manitowoc 15.68 2.1 4.0 1.04 1.10 1.03 0.99 10.3 11.6 9.9 8.1 25.0 n/m 21.5 11.9 RBC Bearings 48.13 1.1 1.0 2.43 2.65 2.39 2.20 10.0 12.1 9.7 8.6 17.7 24.3 19.2 16.8 Regal-Beloit 70.24 2.9 3.7 1.15 1.30 1.17 1.13 7.9 11.2 8.2 7.5 14.8 18.5 14.9 13.3 Rexnord 21.37 2.1 3.8 1.85 1.98 1.85 1.76 10.1 10.5 9.2 8.6 n/m n/m 21.9 18.6 Median 1.59x 1.61x 1.49x 1.41x 10.1x 11.3x 9.3x 8.6x 19.0x 18.7x 19.1x 17.1x Public Trading Comparables ($ in millions, except per share data) A SU P POR T I NG MA T E R I A L S 30 (a) (a) Source: FactSet, Company filings. Note: Calendarized to December 31 year ende; Pro forma for Eaton’s acquisition of Cooper, Terex’s acquisition of Demag Cranes, and Colfax’s acquisition of Charrer. (a) Excludes financing business.

Transaction TV as a Multiple of: Date Ann. Acquiror Target Target Description Value Sales EBITDA Aug-12 Weichai Power Linde Hydraulics (KION) Manufactures hydraulics, pneumatics and seals $485 1.40x 9.9x Dec-10 Unitas Capital Hyva Manufactures fluid power cylinders and actuators for trucks and cranes 694 1.08 8.8 Oct-09 Danfoss A/S Sauer-Danfoss (~21% stake) Manufactures engineered hydraulic and electronic systems and components for mobile equipment 160 1.07 n/m Jul-08 Bosch Hägglunds Drives Manufactures industrial hydraulic drive systems 721 2.16 9.3 Mar-08 Danfoss A/S Sauer-Danfoss (~17% stake) Manufactures engineered hydraulic and electronic systems and components for mobile equipment 248 0.98 8.3 Jun-08 Doughty Hanson Svendborg Brakes Manufactures hydraulic brake solutions for wind power, mining, marine and oil industries 725 n/a 18.5 Oct-07 Argan Capital Faster Manufactures quick release couplings and multi-connectors for hydraulic power systems mainly for the agricultural equipment end-markets 196 2.38 9.0 Oct-06 Specma Hydraulic JMS Systemhydraulik Manufactures hydraulic systems, such as single hydraulics components and hydraulic power packs 16 0.76 8.6 Oct-05 Parker-Hannifin Sterling Hydraulics Manufactures custom hydraulic screw-in cartridge valves and manifold systems 59 1.40 n/a Jun-05 Segulah Hexagon Automation Manufactures hydraulic cylinders, components, pumps, motors, valves and filters for mobile applications 155 0.51 7.6 Dec-03 Parker-Hannifin Denison International Manufactures highly engineered hydraulic fluid power systems and components including vane pumps, hydrostatics and digitally-controlled fan-drive systems 198 1.13 8.2 Apr-00 Siemens-Bosch Mannesmann Atecs Businesses included materials handling equipment, hydraulics/automation equipment, automotive systems, automotive components, rubber extrusion 9,167 0.78 8.7 Jan-00 Sauer Danfoss Fluid Manufactures orbital motors, hydrostatic steering units, proportional load-sensing valves, gear pumps, and electrohydraulics used in off-highway mobile equipment 304 0.94 6.7 Jan-00 Parker-Hannifin Commercial Intertech Manufactures hydraulic gear pumps and motors, control valves and telescopic systems for OEMs 473 0.88 7.4 Feb-99 Eaton Aeroquip-Vickers Manufactures engineered components and hydraulic components including hoses, fittings, adapters and precision molded and extruded plastic products for industrial, aerospace and automotive markets 1,986 0.92 7.5 Apr-98 Textron David Brown Group Manufactures industrial gears, pumps and transmission systems 326 1.30 8.8 Median 1.10x 8.3x Selected Precedent Hydraulics Transactions ($ in millions) A SU P P O R T I N G MA T E R I A L S 31 Source: Company filings, FactSet. Note: Only shaded transactions included in median calculation.

Selected Recent Minority Squeeze-Outs ($ in millions) A S U P PO R T I N G M A T E R I A L S 32 Source: SDC. Date Offer Consideration Premium % Change from Announced Acquiror Target Value Offered 1 Day 1 Week 4 Week Initial Offer 02/23/11 DEP Duncan Energy Partners $1,045 Stock 35% 35% 32% 4% 11/01/10 CNA Financial CNA Surety 478 Cash 38% 38% 52% 21% 08/26/10 Berkshire Hathaway Wesco Financial 545 Cash 19% 18% 14% (1%) 03/21/10 CONSOL Energy CNX Gas 989 Cash 24% 46% 38% -- 01/03/10 Novartis Alcon 12,900 Stock 23% 23% 23% 10% 09/04/09 Fairfax Financial Odyssey Re Holdings 1,050 Cash 29% 30% 40% 8% 03/03/09 Magellan Midstream Partners Magellan Midstream Holdings 1,148 Stock 22% 23% 17% -- 08/12/08 Mitsubishi UFJ UnionBanCal 3,707 Cash 26% 29% 103% 17% 07/21/08 Roche Holding Genentech 46,695 Cash 14% 26% 28% 7% 03/10/08 Nationwide Mutual Insurance Nationwide Financial Services 2,450 Cash 38% 29% 29% 11% 10/23/07 Investor Group Waste Industries USA 272 Cash 33% 41% 31% 3% 07/17/07 Alfa Mutual Alfa Corporation 890 Cash 45% 45% 32% 25% 11/20/06 Toronto-Dominion Bank TD Banknorth 3,232 Cash 7% 8% 7% -- 10/09/06 VNU NetRatings 378 Cash 44% 45% 46% 31% 09/12/05 Wachovia WFS Financial 504 Stock 14% 11% 28% -- 09/01/05 IYG Holding 7-Eleven 1,301 Cash 32% 31% 14% 15% 02/21/05 Novartis Eon Labs 933 Cash 11% 8% 23% -- 01/10/05 News Corp Fox Entertainment Group 7,054 Hybrid 10% 9% 14% 2% 08/02/04 Cox Enterprises Cox Communications 8,390 Cash 26% 25% 25% 9% 05/24/04 Westcorp WFS Financial 310 Cash 4% 6% 5% -- 05/23/03 Fidelity National Financial Fidelity Natl Info Solutions 392 Stock 24% 25% 37% -- 04/10/03 USA Interactive Hotels.com 1,237 Stock 13% 10% 28% -- 08/20/02 Unocal Pure Resources 434 Stock 21% 27% 22% (3%) 05/31/02 USA Interactive Expedia 3,636 Stock 36% 27% 22% -- 05/31/02 USA Interactive Ticketmaster 841 Stock (26%) (28%) (28%) (34%) 02/19/02 Sabre Travelocity.com 447 Cash 46% 40% 22% 22% 02/15/02 Xcel Energy NRG Energy 673 Stock 29% 34% (3%) 12% 02/04/02 Limited Intimate Brands 1,645 Stock 10% 18% 25% 2%

Weighted Average Cost of Capital Calculation: Illustrative ($ in millions, except per share data) A S U P P O R T I N G M A T E R I A L S 33 Source: Barra, FactSet, Ibbotson Associates, KPMG. (a) Local predicted levered beta per Barra. (b) Risk Free Rate is 10-year US Treasury Yield as of 12/12/12. (c) Represents the long-term expected equity risk premium based on differences between large company stock total returns and long-term government bonds historical arithmetic mean returns on the S&P 500 from 1926-2008 (2012 Ibbotson Associates Yearbook). Stock Equity Debt / Levered Unlevered Cost of Company Price Value Debt + Equity Beta (a) Beta Equity AGCO $49.17 $4,769 22.8% 1.50 1.26 11.7% Cargotec €19.70 1,407 36.8% 1.42 0.99 11.1% Caterpillar $87.95 57,513 40.9% 1.41 0.97 11.0% Deere $86.25 33,781 15.7% 1.15 1.03 9.3% Doosan Infracore KRW 16,850.00 2,644 69.6% 1.22 0.45 9.8% Eaton $52.04 24,105 14.6% 1.33 1.20 10.5% Haulotte €5.23 213 49.2% 1.54 0.94 11.9% Oshkosh $28.80 2,637 26.6% 1.70 1.37 12.9% Palfinger €16.00 745 27.1% 0.94 0.74 7.9% Parker-Hannifin $83.12 12,400 12.5% 1.27 1.16 10.1% Sauer-Danfoss $52.35 2,540 6.6% 2.00 1.91 14.9% Sun Hydraulics $25.25 659 0.0% 1.43 1.43 11.2% Terex $26.32 2,908 41.5% 1.97 1.35 14.7% Toro $42.88 2,519 8.2% 1.00 0.95 8.4% Average 26.6% 1.42 1.12 11.1% Median 24.7% 1.41 1.10 11.1% Assumptions Marginal Tax Rate 35.0% Risk Free Rate of Return(b) 1.7% Equity Risk/Market Premium(c) 6.6% Pre-Tax/After-Tax Cost of Debt Pre-Tax 4.0% 4.5% 5.0% 5.5% 6.0% After-Tax 2.6% 2.9% 3.3% 3.6% 3.9% Debt / Debt / Levering Relevered Cost of Ent. Value Equity Factor Beta Equity Weighted-Average Cost of Capital 0.0% 0.0% 1.000 1.10 9.0% 9.0% 9.0% 9.0% 9.0% 9.0% 10.0% 11.1% 1.072 1.17 9.5% 8.8% 8.8% 8.9% 8.9% 8.9% 20.0% 25.0% 1.163 1.27 10.1% 8.6% 8.7% 8.8% 8.8% 8.9% 30.0% 42.9% 1.279 1.40 11.0% 8.5% 8.6% 8.7% 8.8% 8.9% 40.0% 66.7% 1.433 1.57 12.1% 8.3% 8.4% 8.6% 8.7% 8.8% 50.0% 100.0% 1.650 1.81 13.7% 8.1% 8.3% 8.5% 8.6% 8.8% 60.0% 150.0% 1.975 2.16 16.0% 8.0% 8.2% 8.4% 8.6% 8.8%

Lazard Special Committee/Board-Level Advisory Transactions B A D D I T I O N A L L A Z A RD Q U A L I F I C A T I O N S 34 SQUEEZE -OUT CLOSING DATE SPECIAL/ INDEPENDENT COMMITTEE BUYER/OTHER VALUE ($MM) INDUSTRY DEAL DESCRIPTION Pending CNH Global Fiat Industrial $1,700 Industrials Minority squeeze out of remaining 12% July-2012* Volkswagen AG Porsche AG 17,633 Automotive Multi-stage transaction culminating in the merger of Porsche with VW May-2012 Delphi Financial Group Tokio Marine Holdings 2,728 Insurance 100% cash acquisition of Class A and Class B shares Apr-2012 Eurasian Natural Resources Corp. plc Shubarkol Komir JSC 600 Metals & Mining Purchase by ENRC of 75% stake in Shubarkol Komir JSC from ENRC controlling shareholders Jan-12 99¢ Only Stores Ares / Canada Pension Plan Inv. Board / Gold/Schiffer family 1,578 Retail 100% cash acquisition Nov-11 Harbin Electric Tianfu Yang / Abax 722 Industrials Management buy-out; Buyout group owned 40.6% of Harbin Sep-11 Niscayah Group AB Stanley Black & Decker 1,200 Security 100% cash offer for Class A and Class B shares and warrants Aug-11 Barnes & Noble Liberty Media 204 Retail Purchase of newly-issued convertible preferred stock Jul-11 PRIMEDIA Inc. TPG Capital 525 Media 100% cash acquisition Jun-11 Vivo Participacoes Telecomunicacoes de Sao Paulo 15,200 Telecommunications Merger of two companies controlled by Telefonica SA May-11 The Mosaic Company Cargill 24,000 Agriculture Split- in Mosaic Apr-11 Alcon Novartis 12,900 Healthcare Cash and stock minority squeeze-out of remaining 23% not owned Apr-11 Ameristar Casinos Estate of Craig H. Nielsen 458 Gaming/Leisure Purchase by Ameristar of 26.2 million shares, which represented 45% of total shares outstanding and 83% of Estate's holdings Jun-10 Protection One GTCR 828 Security Services 100% cash acquisition May-10 CNX Gas CONSOL Energy 1,000 Power & Energy Minority squeeze out Feb-10 IMS Health TPG & CCP Investment Board 5,200 Healthcare 100% cash acquisition Dec-09 OSG America L.P. Overseas Shipholding Group 75 Shipping Minority squeeze out Dec-09 Clear Channel Outdoor Holdings, Inc. Institutional investors 2,500 Radio Debt refinancing Withdrawn Sauer -Danfoss Danfoss 119 Industrials Minority squeeze-out of remaining 24.3% Nov-09 Hi-Shear Technology Corporation Chemring Group Plc 132 Aerospace and Defense Technology 100% cash acquisition Oct-09 KKR Private Equity KKR & Co. 17,169 Private Equity Acquisition of KKR Private Equity Investors Sep-09 Magellan Midstream Holdings, L.P. Magellan Midstream Partners, L.P. 1,148 Energy Transform partnership structure with LP owning the GP Jun-09 Enterprise Products Partners, L.P. TEPPCO Partners, L.P. 26,000 Power & Energy Merger to form largest publicly traded energy partnership * Lazard represented the buyer in the transaction.

Lazard Special Committee/Board-Level Advisory Transactions (cont’d) B A D D I T I O N A L L A Z A R D Q U A L I F I C A T I O N S 35 SQUEEZE -OUT CLOSING DATE SPECIAL/ INDEPENDENT COMMITTEE BUYER/OTHER VALUE ($MM) INDUSTRY DEAL DESCRIPTION Jun-09 * Hearst-Argyle Television Hearst Corp. $1,194 Media 100% cash acq. of the 18% minority stake held by public shareholders Jun-09 Transatlantic Holdings Public shareholders 1,136 Insurance Secondary offering of a 45% stake in Transatlantic held by AIG (AIG held a 59% stake prior to the offering) Withdrawn International Shipholding TBD 300 Shipping Bid by third party; ISH has 25% shareholder Feb-09 Tower Group CastlePoint Holdings 531 Insurance Acquisition for cash and stock of CastlePoint. Same person is Chairman and CEO of Tower and CastlePoint Dec-08 Nationwide Financial Services Nationwide Mutual 2,400 Insurance Acquisition for cash of publicly held Class A shares Jul-08 Clear Channel Communications Thomas H. Lee & Bain Capital 26,700 Radio Management buy-out Apr-08 Alfa Corporation Alfa Mutual 840 Insurance Acquisition for cash of shares held by public Apr-08 Tarragon Not applicable 1,200 Real Estate Restructuring advisory Jan-08 TXU KKR & TPG 45,000 Power & Energy 100% cash acquisition Withdrawn Affiliated Computer Services Controlling shareholder and Cerberus n/a Technology Services Acquisition by Cerberus and controlling shareholder withdrawn. Previous potential exchange of Class B shares for preferred stock withdrawn Oct-07 Catalina Marketing Hellman & Friedman 1,700 Marketing Services 100% cash acquisition. Catalina had previously entered into a definitive agreement with ValueAct Capital Jul-07 Dollar General Corp. KKR 7,300 Discount Stores 100% cash acquisition of the common stock of Dollar General by KKR Jul-07 CBOT Holdings (Chicago Bd. of Trade) Chicago Mercantile Exchange 11,000 Financial Exchange Acquisition for stock (or stock and cash) by CME. Subsequent unsuccessful bid by IntercontinentalExchange Jul-07 Moscow CableCom Corp. Renova Media 152 Telecom. Acquisition of minority interest by controlling shareholder May-07 USI Holdings Goldman Sachs Capital Partners 1,380 Insurance Brokerage 100% cash acquisition of all outstanding shares of USI Holdings by Goldman Sachs Capital Partners Apr-07 Alliance Imaging Oaktree & MTS Health Investors 230 Healthcare KKR sold its controlling position to Oaktree and MTS Health Investors Dec-06 Alpharma Alpharma 303 Healthcare Repurchase of Class B shares from AL Industrier SA Jul-06 Gambro AB Indap AB 5,400 Healthcare Buyout led by largest shareholder Withdrawn Emmis Communications Management 1,300 Media Management buy-out May-06 iPayment Management 918 Payment Processing Management buy-out * Lazard represented the buyer in the transaction.

Lazard Special Committee/Board-Level Advisory Transactions (cont’d) B A D D I T I O N A L L A Z A R D Q U A L I F I C A T I O N S 36 SQUEEZE -OUT CLOSING DATE SPECIAL/ INDEPENDENT COMMITTEE BUYER/OTHER VALUE ($MM) INDUSTRY DEAL DESCRIPTION Mar-06 Maytag Corporation Whirlpool Corp. $2,700 Household Laundry/Equip. Merger. Break-up fee paid to Ripplewood. Rival bid from Haier withdrawn Nov-05 Paxson Communications NBC Universal n/a Broadcasting - month call right for control shares Jul-05 DoubleClick Hellman & Friedman 1,100 Media/Technology Sale of company under direct supervision of Board Withdrawn infoUSA Inc. Vin Gupta & Company 836 Database Services Bid from Chairman and CEO not accepted Jul-05 Weight Watchers International, Inc. Weight Watchers International, Inc. 552 Consumer/Media/ Technology Acquisition of ownership interest in WeightWatchers.com from controlling shareholder of both WWI and WW.com Apr-05 Hollywood Entertainment Movie Gallery, Inc. 1,300 Retail After announcement of management led LBO with Leonard Green & Partners, parties agreed to reduced price. Blockbuster subsequently bid. Thereafter announced transaction with Movie Gallery. Blockbuster launched tender offer, which subsequently expired Dec-04 AMC Entertainment JPMorgan Partners / Apollo Management 2,000 Entertainment Acquisition by JPMorgan Partners and Apollo Management (holder of convertible preferred) Oct-04 Blockbuster Inc. Public shareholders n/a Retail Split-off from parent Viacom Jul-04 Canary Wharf Group plc Morgan Stanley 3,000 Real Estate 11-month auction that led to rival bids from Morgan Stanley and Brascan Corp. Lazard was co-advisor Jul-04 Hollinger International Barclay brothers 1,300 Media Sale of Telegraph Group Sep-03 Finance company n/a 500 Finance Financing from related parties Jun-03 Hotels.com USA Interactive 1,997 Lodging Acquisition of 32% publicly held minority stake not owned by USAI. USAI owned 68% of the outstanding shares and controlled approximately 97% of the voting power Apr-03 Charter Communications Vulcan Ventures 300 Cable Borrowing of up to $300 million from Paul Allen and/or Vulcan Ventures. Paul Allen is controlling shareholder of Charter and majority shareholder of Vulcan Feb-03 National Golf Properties Goldman Sachs / Whitehall / Starwood Capital Group 1,100 Real Estate/Golf Acquisition of 100% of public company; acquisition of American Golf Corporation, the largest tenant of NGP and an affiliate of NGP Feb-03 Anaconda Nickel Not determined 450 (Australian) Natural Resources Proposal to acquire company in midst of rights offering. Minority shareholder with board representation has underwritten the rights offering and would gain control if not fully subscribed by public

Lazard Special Committee/Board-Level Advisory Transactions (cont’d) B A D D I T I O N A L L A Z A R D Q U A L I F I C A T I O N S 37 SQUEEZE -OUT CLOSING DATE SPECIAL/ INDEPENDENT COMMITTEE BUYER/OTHER VALUE ($MM) INDUSTRY DEAL DESCRIPTION Jan-03 XM Satellite Radio Investors and General Motors $450 Satellite/Broadband Restructuring includes $200 million of new funds and $250 million in payment deferrals and related credit facilities from GM NA Adelphia Communications n/a 21,000 Cable After public disclosure of transactions between Adelphia and Rigas family, Special Committee was appointed to evaluate resolution of such affiliate transactions Dec-01 Asia Global Crossing Global Crossing 400 Telecommunications Drawdown of intercompany loan commitment Aug-01 CSFBdirect Credit Suisse First Boston 110 Internet Financial Services Acquisition of 17% publicly held minority stake not owned by CSFB Jan-01 Hertz Corp. Ford Motor Company 714 Rental Car Acquisition of 18% publicly held minority stake not owned by Ford NA Real estate related operating company Not determined >3,000 Real Estate Not publicly disclosed NA Real estate related services business Not determined NA Real Estate Not publicly disclosed Oct-00 U.S. Can Corp. Mgmt./Berkshire Partners 628 Steel Containers Recapitalization led by Management and Berkshire Partners July-00 Coinmach Laundry GTCR Golder Rauner 860 Laundry Services Acquisition of approximately 72% by GTCR Nov-99 Knoll, Inc. Warburg Pincus 1,330 Furniture Acquisition of 40% by Warburg Pincus and management Nov-99 Maxxim Medical Management/Fox Paine 793 Medical Instruments Management-led leveraged buy-out Jun-99 Spelling Entertainment Viacom 167 Entertainment Acquisition of remaining 20% of Spelling by Viacom Jun-99 Berkshire Realty Company, Inc. Management/ Whitehall/ Blackstone 1,300 Real Estate Advisor to Board in management led buyout Apr-99 Brylane Pinault-Printemps Redoute 231 Apparel Acquisition of remaining 50.1% of Brylane by Pinault-Printemps Redoute Aug-98 Telemundo Group, Inc. Investor Group 712 Entertainment Sale to an investor group comprised of Sony Pictures Entertainment, Liberty Media Corp., Apollo Management and Bastion Capital Fund May-98 Shareholders of PolyGram N.V. The Seagram Company Limited 10,600 Music and Film Sale of PolyGram, of which 75% was owned by Philips N.V., to Seagram; provided opinion to Management Board and Supervisory Board of PolyGram Apr-98 Wheelabrator Technologies Inc. Waste Management Inc. 875 Waste Management Acquisition of the remaining 33% of Wheelabrator Technologies Inc. by Waste Management

Biographies C L A Z A R D B I O G R A P H I E S 38 BARRY W. RIDINGS, Vice Chairman of U.S. Investment Banking Barry W. Ridings is a Managing Director and Vice Chairman of U.S. Investment Banking of Lazard. Mr. Ridings joined Lazard Frères in July 1999 to co-head its Restructuring advisory practice. Mr. Ridings is also Chairman of LFCM Holdings, which includes the operations of Lazard Capital Markets and Lazard Alternative Investments and Chairman of Lazard Middle Market. Mr. Ridings has been involved in the restructuring of troubled companies for over thirty years. He has been involved in a number of major restructurings including, among others, Lehman Brothers, Lyondell, Calpine, Collins & Aikman, Owens Corning, Boston Chicken, Fruit of the Loom and Daewoo. Over this period he has been involved in over 150 debtor and creditor assignments, including both pre-petition and Chapter 11 restructurings, domestically and internationally. Mr. Ridings has also been the principal investment banker on over 25 public offerings of High Yield Debt. He has extensive experience in initial public offerings, secondary stock offerings, opinion letters and mergers and acquisitions. Mr. Ridings is licensed by the NASD and New York Stock Exchange with Series 7 General Securities, Series 24 General Principal and Series 63 State Law licenses and is an Exchange Official of the American Stock Exchange. He has acted as an Expert in various bankruptcy cases in New York, New Jersey, Delaware, Arizona, New Hampshire, Florida, Illinois, Ohio and Texas. He is also a Fellow of the American College of Bankruptcy and member of the International Insolvency Institute. Colgate University, B.A. in Religion, Cornell University, M.B.A. in Finance

Biographies (cont’d) C L A Z A R D B I O G R A P H I E S 39 DONALD FAWCETT, Managing Director and COO of North American Banking Group Donald Fawcett is a Managing Director and Chief Operating Officer of the North American Banking Group. With a particular focus on industrial companies, he has a broad range of experience. Selected capital goods assignments include: advisor to the Special Committee of CNH Global on the minority buy-in offer from Fiat Industrial; advisor to the Special Committee of Sauer-Danfoss on the minority buy-in offer from Danfoss A/S; strategic assessment of Caterpillar Financial for Caterpillar; the sale of General Signal Corporation to SPX Corporation; the sale of Best Power (SPX Corporation) to Invensys plc; the sale of Denison International to Parker Hannifin; the sale of FSG (VE) to Pall Corp.; the sale of Plymouth Products (VE) to Pentair; the sale of Everpure VE) to Pentair; VE’s acquisitions of U.S. Filter Corporation, Superior Services and Aqua Alliance; Compagnie de Saint- acquisition of Furon Company; Schneider Electric’s acquisitions of Power Measurement and American Power Conversion. Selected building products assignments include: U.S. Concrete’s Chapter 11 reorganization; recapitalization of Jacuzzi Brands; CEMEX’s comprehensive refinancing plan (2009 and 2012); senior lenders of Masonite on its pre-negotiated bankruptcy; the sale of Jacuzzi Brands to Apollo; the sale of Culligan (Veolia Environnement, “VE”) to Clayton, Dubilier & Rice; Matsushita Electric Works’ acquisition of Universal Lighting Technologies; and The Stanley Works’ acquisition of Générale de Protection. Prior to joining Lazard, Mr. Fawcett spent three years at The NTC Group and two years in the corporate finance department of Smith Barney in New York. Harvard University, A.B. in History, Cambridge University, Diploma in Historical Studies, Columbia Business School, M.B.A.

Biographies (cont’d) C L A Z A R D B I O G R A P H I E S 40 GUSTAF SLETTENGREN, Managing Director, Head of Investment Banking for Nordic Region Mr. Slettengren has 20 years of M&A experience with a focus on the Nordic markets. He spent 13 years based in London and since 2003 has been responsible for Lazard’s Nordic practice based in Stockholm. Public transactions include: Orc Software / Nordic Capital, Niscayah/Stanley Black & Decker/Securitas, Trimble/Tekla, Strategic advice to Eltek, Munters/Nordic Capital/Alfa Laval, Strategic advice to Haldex in relation to split up, Cisco/Tandberg, Hemtex/ Hakon, Cision/Triton, advisor to the republic of Estonia in relation to the offer for Eesti Telekom by Telia Sonera, Nasdaq/OMX, IBM/Telelogic, Investor and EQT/Gambro, Old Mutual/Skandia, Ericsson/Marconi, RNB/JC, Fisher Scientific/Perbio, Lehman Brothers and Ratos/Tornet, Eiendomsspar Sundt AS/Pandox, Telia/Sonera, Saab/Celsius, Toyoda/BT Industries, Metso/Svedala, MMP Monster/Jobline, SEAT/Eniro, Industrikapital/Kemira, Kone/Partek and G4F/Wackenhut. Other offers include Glaxos' hostile offer for Wellcome, the defense of Northumbrian Water against Lyonnais des Eaux, the contested offer of GEC/VSEL and the IPO of Alfa Laval and Ledstiernan. Negotiated sales include: JetPak, Skandia Liv / Skandia, Mekonomens acquisition of Meca, Sandvik acquisition of Shanghai Jianshe Luqiao Machinery, Skanska sale of Autopista Central, Haldex sale of Traction to Borg Warner, Mekonomens acquisition of Sörensen and Balchen, sale of HQ to Carnegie, sale of Munters MCS division to Triton, Norfood sale to Caldic, advisor to the Kingdom of Sweden in relation to Carnegie, and Max Matthiesen, advisor to the Swedish Ministry of Finance on its pledge in Kauthing AB, Åhlens acquisition of NK from RNB, Tele2 Luxembourg, Polen and Lichtenstien, sale of Lantmannen Farskbrod to Fazer, Paroc's sale to Arcapita, sale of Brämhults to Eckes, V&S acquisition of Cruzan Rum, NCC Roads Polska to Strabag, Accent Equity Partners' sale of Jøtul to Ratos, Latour's sale of IF Luftfilter to Camfil Farr, BBI sale to Ratos, Electrolux's sale of Dometic to EQT, Sandvik's sale of Sandvik Saws and Tools to Snap on, Incentive's sale of Hägglunds Drive to Atle, ILVA's sale to Advent International, Bewator's sale to EQT, Kraft Freia Marabou's sale of Slotts, Kockens and O'boj to Unilever, Nordiska Fondkommission's sale of Aktiedirekt to Teletrade, SEK's sale to ABB, Celsius' sale of Kockums to HDV and Radnor Holding Corporation's sale of Styrochem to CRH. Mr. Slettengren is a graduate of the Stockholm School of Economics.

Biographies (cont’d) C L A Z A R D B I O G R A P H I E S 41 NAVIN BHARGAVA, Director Navin Bhargava joined Lazard in 2004 and is a Director in the General Banking group with a focus on the Capital Goods and Multi-Industry sectors. While at Lazard, Mr. Bhargava has focused on a wide range of M&A and other advisory assignments. Recent transactions include advisor to the Special Committee of Sauer-Danfoss on the minority buy-in offer from Danfoss A/S; Hertz’s acquisition of Dollar Thrifty ($2.3 billion); PPG's separation of its Commodity Chemicals business and merger with Georgia Gulf Corporation via a Reverse Morris Trust structure ($4.9 billion); Tyco's combination of its Flow Control business with Pentair via a Reverse Morris Trust structure ($4.9 billion); Tyco’s separation into three publicly traded companies ($23billion); sale of Smurfit-Stone to RockTenn ($4.3 billion); split-off of Cargill’s stake in The Mosaic Company ($24 billion); sale of Dover Corporation’s Crenlo, Paladin, and Heil Trailer businesses; Honeywell’s acquisition of Sperian Protection ($1.4 billion); strategic assessment of Caterpillar Financial for Caterpillar; sale of Trane to Ingersoll Rand ($10.1 billion); split-up of American Standard Companies, including the sale of its Bath & Kitchen business to Bain Capital ($1.8 billion) and the spin-off of its vehicle controls business (WABCO; $3 billion); Schneider Electric’s acquisition of American Power Conversion ($6.1 billion); sale of Anheuser-Busch InBev’s selected metal packaging assets to Ball Corporation ($577 million). Prior to joining Lazard, Mr. Bhargava was an Associate at a strategic consulting firm in New York and Singapore, focusing on assignments across a variety of industries. Cornell University, B.S. in Engineering (cum laude), Columbia Business School, M.B.A. (Beta Gamma Sigma Honors).

C L A Z A R D B I O G R A P H I E S 42 JUSTIN KATZ, Vice President Justin Katz joined Lazard in 2008 and is a Vice President in the General Banking group with a focus on the Capital Goods and Multi-Industry sectors. While at Lazard, Mr. Katz has focused on a wide range of M&A and other advisory assignments. Recent transactions include Hertz’s acquisition of Dollar Thrifty ($2.3 billion); Tyco’s separation of its Flow Control business and merger with Pentair via a Reverse Morris Trust structure ($4.9 billion); Tyco’s separation into three publicly traded companies ($23 billion); ITT’s separation into three companies ($10 billion); split-off Cargill’s stake in The Mosaic Company ($24 billion); Honeywell’s acquisition of Sperian Protection ($1.4 billion); #G Capital’s acquisition of Burger King ($4.0 billion); Kraft’s acquisition of Cadbury ($21.6 billion); and strategic assessment of Caterpillar Financial for Caterpillar. Prior to joining Lazard, Mr. Katz was an Associate in strategic consulting, focusing on assignments across a variety of industries. Northwestern University, B.A. in Mathematical Methods in the Social Sciences and Economics (cum laude), Columbia Business School, M.B.A. (Beta Gamma Sigma Honors) Biographies