Company Overview: Strictly Confidential April 2011

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Strictly Confidential April 2011

Company Overview
Disclaimer

This information is private and confidential and intended for the recipient only, and any review,
dissemination, distribution or copying of this information is strictly prohibited. This information should not
be regarded as an official statement from the Company, therefore, we do not represent that this information
is complete or accurate and it should not be relied upon as such. This information has been obtained from
sources we believe to be reliable, but we do not guarantee its accuracy or completeness. Neither the
information nor any opinion expressed in this presentation constitutes a solicitation for the purchases or
sale of any securities.

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Company Overview
Celistics Overview

At a Glance Celistics is a leading provider of end-to-end supply chain


solutions to the Latin American wireless technology industry
ƒ Largest distributor and provider
of logistics services for wireless
operators in Latin America
ƒ Telefonica’s preferred distributor Manufactures Operators
and logistics partner for all of its
Latin America operations
Customized
ƒ Handled 19.1MM wireless devices logistics and
in 2010; 29.4MM expected in 2011 distribution services
ƒ FY 2010: Net Revenue $548.1MM
ƒ FY 2010 EBITDA: $50.3MM
ƒ Over 1,100 employees, with
operations throughout the
LATAM footprint with local operations in Argentina, Brazil, Chile,
Americas
Colombia, Ecuador, El Salvador, Guatemala, Mexico, Nicaragua,
ƒ Well capitalized business: over Panama, Peru, Uruguay and Venezuela
$200 million invested to date
ƒ Founded in 2007 and
headquartered in Spain, Madrid

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Celistics: A Key Strategic Partner

Creating an efficient route to the wireless market in LATAM

Manufacturers Mobile Operators

Superior Logistics Purchasing Regional Technical


Capabilities Power Coverage Proficiency

Celistics is a key partner for wireless manufacturers and mobile operators, providing a
platform of services that extract supply chain efficiencies, improve product pricing
and availability, while enabling them to focus on their core competencies

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Celistics: Our Business

Celistics manages the entire supply chain, from the manufacturer to the consumer

International Distribution and Logistics

Planning Pick Up International Customs Warehousing Local Channel Final


Transportation Transportation Delivery Destination

Celistics provides end-to-end supply chain solutions to wireless manufacturer and mobile operators throughout Latin America
ƒ Planning: Celistics plans in advance the optimal supply chain activities of the products and services they are going to be delivering based
on the manufacturers demand, product availability, timing, price, service and quality
ƒ Pick-Up: Celistics collects the goods at its customers’ factories wherever they are in the world. The shipping documents are checked
and the goods are inspected. Once the inspection is over, Celistics logistics agents activate the security systems and the physical tracking
of the goods begins through integrated IT systems
ƒ International Transportation(1): Celistics’ meticulous planning yields short waiting times at the point of origin & destination and
favorable international freight conditions. Detailed management of the means of transport is carried out by preparing the technical and
legal documentation; this ensures that the goods are shipped securely and following the strict processes previously established
ƒ Customs: Management of customs processing in Latin America requires a high level of customization. Knowledge of local operating
procedures is required to ensure the correct transfer of goods to domestic operations and to handle them within each country’s legal
framework to the end of the customs process. Celistics’ experience in this field leads to shorter cycles for its logistics services

(1) The actual product transportation is performed through partnerships with various transportation companies such as: JAP Logistics, Panalpina, Infinity Cargo Express, etc.

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Celistics: Our Business (Continued)

Celistics manages the entire supply chain, from the manufacturer to the consumer

Local Distribution and Logistics

Planning Pick Up International Customs Warehousing Local Channel Final


Transportation Transportation Delivery Destination

Celistics manages local distribution and logistics for its clients’ operations throughout the region
ƒ Warehousing: Celistics carries out inventory management by optimizing the distance from distribution points in an effort to guarantee
the supply of channels while reducing inventory costs. At the customer’s request, Celistics undertakes mobile handset reprogramming
and ad-hoc packaging. Meticulous security is provided in warehouses and covers handling processes, IT systems, physical surveillance
and surveillance of personnel
ƒ Local Transportation: Local transport to retailers is guaranteed through a wide range of certified suppliers who are integrated into
Celistics’ systems to maintain continuity in the tracking process. Celistics guarantees total coverage in the countries where they provide
services with a frequency that enables a minimum, but safe, level of stock to be kept at POS in order to cover final demand
ƒ Channel Delivery: Celistics is constantly establishing new relationships with the channels; integrating them into the process and making
sure that all the procedures are followed in order to avoid any product shortages

Celistics provides a comprehensive array of value-add services to its clients’ operations


ƒ Additional services includes: Fulfillment, reflash, configuration, kitting, reverse logistics, security of stock and activations

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Comprehensive Service Offering

The Company is successfully leveraging its infrastructure, local capabilities and relationships to
provide end-to-end supply-chain solutions to its operator and manufacturer customers

Local OL &
Planning Supply Manufacturing Int’l OL & Dist. Sales Channel Post-Sale
Dist.

• Portfolio • Negotiation with • Negotiation and • Withdraw • Customs • Product supply • Reverse
selection manufacturers listing products from clearance and to POS Logistics
factories product pickup
• Marketing • Planning and • Manufacturing, • Support, sales • Claim and DOAs
definition scheduling of personalization • Manage freight • Shipping, and billing monitoring
POs forwarding insurance, local
• Sales forecast • Delivery and • Incident mgmt. • Service
monitoring
• Placement of billing • Shipping, operators mgmt.
• Product cycle insurance, • Warehousing • Triangulation
POs • Product disposal
management • CPFR monitoring and local OL programs
• Shipment (manufacturer) • VMI programs • Redeployment
• Management of tracking • Crossdock and • Fulfillment and
decision making • Marketing strategic hubs personalization • E-Commerce
and streamlining
process • Reconciliation of contribution (Web + Call
of inventories
discounts • Import • Product
• CPFR (mobile • Sales and management distribution Centers)
operators) • Regional training support (multichannel) • Physical and
integration of virtual stores
business • Labor
processes outsourcing • CPFR (retail)

Benefits

• Portfolio • Acquisition cost • Align production • Time to market • Asset • Better inventory • Higher product
rationalization savings with demand improvement concentration turnover recovery
risk reduction
• Investment and • Maximizing • Manufacturing • Operational and • Obsolescence • Cycle time
marketing manufacturers costs financial • Fixed cost reduction reduction
optimizing negotiations optimization efficiencies reduction
• Sales and • Improved
• Mutual • Fill rate increase • Reduction of marketing customer
commitment labor liabilities optimization satisfaction
• Cost reduction
(win-win) (OL process) • COGS reduction • Churn reduction

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Celistics Business Model: Telefonica Case Study

Celistics manages the entire supply chain process for Telefonica in Latin America

International Logistics Model International Distribution Model

Wireless Device Wireless Device


Manufacturers Manufacturers

Latin American Wireless Devices & Latin American Wireless Devices & Orders
Accessories Accessories
Operations Operations
Orders

Wireless Devices & Wireless Devices &


Accessories Accessories
ƒ Chile ƒ Chile
ƒ Brazil ƒ Ecuador ƒ Brazil ƒ Ecuador
ƒ Colombia Celistics Telefonica ƒ El Salvador ƒ Colombia Celistics Telefonica ƒ El Salvador
ƒ Mexico ƒ Guatemala ƒ Mexico ƒ Guatemala
ƒ Uruguay
Warehouses Warehouses ƒ Nicaragua ƒ Uruguay
Warehouses Warehouses ƒ Nicaragua
ƒ Venezuela ƒ Panama ƒ Venezuela ƒ Panama
ƒ Peru ƒ Peru

ƒ Each of Telefonica’s local operations places its orders with the ƒ Celistics purchases a wide variety of wireless devices from leading
appropriate manufacturer, copying Celistics. Celistics then manufacturers, take ownership of the products and receive them
coordinates with the vendor for pick up and delivery in its facilities or have them drop-shipped directly to Telefonicas’
ƒ Celistics fee-based logistics services include: procurement, own facilities
inventory management, software loading, kitting and customized ƒ Product distribution revenue includes the value of the product
packaging, fulfillment, receivables management, activation services sold, which generates a higher revenue per unit as compared to
and reverse logistics Celistics’ logistic services revenue
ƒ In 2010, logistics services accounted for: ƒ In 2010, distribution services accounted for:
− 86.9% of wireless devices handled − 13.1% of wireless devices handled
− 6.9% of net sales − 79.6% of net sales

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Strong Latin America Footprint

Warehouses
ƒ Brazil – Bahia: 2,800 m2
ƒ Brazil – Espiritu Santo: 1,400 m2
ƒ Brazil – Rio de Janeiro: 9,000 m2
ƒ Chile – Santiago: 4,500 m2
ƒ Colombia – Bogota: 1,800 m2
ƒ Ecuador – Quito: 2,800 m2
ƒ Mexico – DF: 4,500 m2
ƒ Panama – Panama City: 2,000 m2
ƒ Peru – Lima: 3,500 m2
ƒ USA – Miami: 2,000 m2
ƒ Uruguay – Montevideo: 900 m2
ƒ Venezuela – Caracas: 7,100 m2

Planed Warehouses
ƒ Argentina – Buenos Aires (Q2 2011)
ƒ Uruguay – Zona Franca MVD (Q3 2011)
ƒ Argentina – Tierra del Fuego (Q3 2011)
ƒ Brazil – Sao Paulo (Q3 2011)
ƒ Central America – Nicaragua, El Salvador and
Guatemala (Q3 2011)
ƒ Spain – Madrid (Q4 2011)

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Addressing a Large and Attractive Market

Latin America: Attractive Market Dynamics


Macro / Demographics Mobile / IT Trends
ƒ 600 million population by 2012 ƒ 80%+ mobile penetration in 2010 (well above the
ƒ Growing economies world average of ~60%)
ƒ Expected Real GDP growth rate of 4.3% by 2011 ƒ 475 million people owning a mobile phone by the end
of 2009 (~12% of the world’s 3.9B subscribers)
ƒ Improved wealth distribution
ƒ Projected 100% mobile penetration by 2012
ƒ Growing consumption patterns
ƒ IT spending is projected to grow an average of 10.3%
ƒ Young and dynamic population per year from 2007 to 2012, to $84.8 billion

Source: IDC, BuddeComm, Barclays, Business News Americas – Telecom Stats 2T09 & Latin America - Mobile Communications Statistics

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Customer Base Evolution

Celistics successful partnership with Telefonica and its emerging relationship with América
Móvil position the Company as the go-to end-to-end solutions provider for the Latin American
mobile operator wireless device supply chain and a key partner for wireless manufacturers

Operators Manufacturers Retailers

ƒ TEF: 150MM mobile Retail


subscribers
ƒ AMX: 225MM mobile
subscribers
ƒ Together, TEF and AMX
represent approximately Enterprise
80% of the wireless market
in Latin America

The next phase of growth includes decisively penetrating the enterprise


and retail customer segments, organically and via acquisition

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Experienced Management Team

Under the leadership of CEO Fernando Fiksman, Celistics has developed a diverse and deep
management team in all key areas of its business

Fernando Fiksman
CEO

Alejandro Crasny Jose Luis Riera


General Counsel CFO
Jesús Sardinero
VP Buss Dev
Alejandro Martínez Maxim Weitzman
Risk Management CMO

Country Managers
Raul Santamaría Juan María Gallego Daniel Cavalín
ƒ Argentina: Mario Witomski
COO CCO CTO
ƒ Brazil: TBD
ƒ Chile: Patricio Bravo
ƒ Colombia: Gastón Guarrochea
ƒ CENAM: Gastón Guarrochea
ƒ Ecuador: Valeria Pedemonte
ƒ Mexico: Gustavo Carrizo
ƒ Peru: Jorge Nieto
ƒ Uruguay: Valeria Pedemonte
ƒ Venezuela: Alejandro Galavis

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Strong Operating Performance

86.0%

Revenues
($ in thousands)
ƒ Accelerated Growth
– 19.1MM units handled in 2010
(CAGR: 43.3%)
– Growth in 10 out of 12 in-country
operations in 2010
208.5%

EBITDA
($ in thousands)

ƒ Attractive Profitability
– EBITDA Margin of 9.2%; highest
margin in the sector
419.7%
– Strong EBITDA contribution from
each in-country operation

Net Income
($ in thousands)

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Strong Performance Across Key Markets

Celistics currently operates in 13 countries across the region, including Argentina, Chile,
Colombia, Mexico, Peru and Venezuela(1)

Mexico Argentina Colombia


ƒ Revenue: $100.0MM ƒ Revenue: $83.2MM ƒ Revenue: $82.2MM
ƒ Units Handled: ƒ Units Handled: ƒ Units Handled:
– Wireless Devices: 5.2MM – Wireless Devices: 1.5MM – Wireless Devices: 1.7MM
– SIM Cards: 8.4MM – SIM Cards: 8.3MM – SIM Cards: 6.8MM
– Memory Cards: 700k – Memory Cards: 422k – Memory Cards: 5k
ƒ EBITDA Contribution: $8.9MM ƒ EBITDA Contribution: $7.3MM ƒ EBITDA Contribution: $2.8MM

Chile Venezuela Peru


ƒ Revenue: $69.3MM ƒ Revenue: $67.9MM ƒ Revenue: $63.5MM
ƒ Units Handled: ƒ Units Handled: ƒ Units Handled:
– Wireless Devices: 3.0MM – Wireless Devices: 1.1MM – Wireless Devices: 3.2MM
– SIM Cards: 5.1MM – SIM Cards: 3.5MM – SIM Cards: 8.2MM
– Memory Cards: 1.6MM – Memory Cards: N/A – Memory Cards: 112k
ƒ EBITDA Contribution: $6.3MM ƒ EBITDA Contribution: $14.9MM ƒ EBITDA Contribution: $5.9MM

(1) The Company is in the process of entering into a partnership agreement for its Venezuela operations with a local operator in order to reduce currency exposure to this market.
Celistics will continue to sell products and services to Venezuela but primarily as a wholesale distributor

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Industry-Leading Operating Metrics

In a short period of time, Celistics has achieved stellar financial performance and the best
operating margins in relationship to its peers, while maintaining a healthy, relatively unlevered
balance sheet

Source: Brightstar S1, CapitalIQ

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What Differentiates Celistics?

Scale and Reach


ƒ Aggressive and profitable growth with scalable business model
– FY’2010 Net Revenue = $548.1MM
– EBITDA = $50.3MM (EBITDA Margin of 9.2%)
ƒ Handled 19.1MM devices in 2010; 29.4MM expected in 2011
ƒ Sales and distribution infrastructure in 13 countries in Latin America

Strong Partnerships
ƒ Unilateral regional exclusivity for logistics and distribution with Telefonica
– Flexible and lighter operational structure, allowing for higher efficiencies when compared to its peers
ƒ Celistics works with all large wireless manufacturers, such as Nokia, Motorola, Samsung, RIM, LG and Sony
Ericsson negotiating large recurring orders

Robust Platform
ƒ Innovative supply chain model that centralizes operational management
ƒ Robust supply chain planning and inventory control
ƒ Multi-country warehousing, fulfillment operations, order management, and product shipping
ƒ 1,100+ motivated workforce
ƒ Specific know-how to achieve best financial ratios and results for operators by optimizing stock turnover
ƒ End-to-end risk management

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Growth Opportunities

Two recent developments present major and immediate growth opportunities

With the completion of Telefonica’s majority acquisition of Vivo Participacoes S.A.


Brazilian Market (“Vivo”), Celistics has been named its wireless device supply chain provider
ƒ Expects to be handling 50% of Vivo’s wireless device in 2011, 100% by 2012
ƒ Vivo will be moving approximately 17.2MM devices by the end of 2011
ƒ This event alone will double Celistics existing volume over the next 12 months

Celistics is on the verge of becoming a key supply chain solutions provider for
Regional Play América Móvil S.A.B. de C.V. (“AMX”)
ƒ AMX is the largest mobile operator in Latin America with over 225 million subscribers
ƒ Within the next 18 months, Celistics expects to capture at least 30% of AMX’s new
wireless device supply chain of an estimated 75MM devices per year
ƒ Celistics will start serving the Mexican market, continuing into Central America, Peru,
Colombia, and Argentina

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Celistics Strategy

1. Expand business with operators and manufacturers

2. Decisively enter the enterprise and retailer segments

3. Pursue strategic partnerships, investments and acquisitions

4. Expand into new geographies

5. Improve and expand into new products and services

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Financial Overview
Financial Summary

Since inception, Celistics has managed to consistently improve its operating margins and
overall financial performance during a period of aggressive growth. It has achieved this while
maintaining a healthy balance sheet and capital structure

Ratios Summary(1)

(1) 2008 and 2009 are audited financials; 2010 figures are unaudited

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Income Statement

Income Statement Summary (in US$ thousands)(1)

(1) 2008 and 2009 are audited financials; 2010 figures are unaudited

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Balance Sheet

Balance Sheet Summary (in US$ thousands)(1)

(1) 2008 and 2009 are audited financials; 2010 figures are unaudited

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Profitability Analysis

Celistics has the highest EBITDA margin among its peers. The Company has shown an ability
to generate and sustain attractive margins while experiencing rapid growth

EBITDA Margin Gross Margin

Return on Equity (ROE) Return on Capital (ROC)

Figures for all companies are as of December 31, 2010


Source: Brightstar S1, CapitalIQ

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Liquidity Analysis

The Company has ample ability to meet its current obligations

Current Ratio Quick Ratio

Conversion Cycle Total Asset Turnover

Figures for all companies are as of December 31, 2010


Source: Brightstar S1, CapitalIQ

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Solvency Analysis

Celistics has a healthy capital structure. The business is well capitalized and profitable relative
to its peers, allowing it to service its debt obligations comfortably

Debt/Equity Debt/EBITDA

Net Debt/EBITDA EBITDA/Interest Expense

Figures for all companies are as of December 31, 2010


Source: Brightstar S1, CapitalIQ

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Financial Projections
Celistics Financial Model
Management Case – Main Assumptions

General Assumptions
ƒ Celistics’ businesses have been divided into: International, Local, SIM Card and Memory Cards
ƒ Every business unit has been broken into 13 countries of operations
− Argentina, Brazil, Chile, Colombia, Ecuador, El Salvador, Guatemala, Mexico, Nicaragua, Panama, Peru, Uruguay and Venezuela
ƒ Celistics starts managing VIVO (Telefonica’s operation in Brazil) with an estimated 17.2 million handsets and 25 million SIM cards
handled by 2011
ƒ Does not include Celistics’ new initiatives (e.g. América Móvil)
ƒ Projection period: 2011-2014 (4 years)
ƒ Existing syndicated loan is increased and stays at $80 million for the next 4 years
ƒ Days of A/R and A/P are expected to be 67 and 45 days, respectively

International Distribution and Logistics


ƒ We assume 29.4 million handsets for 2011
− Estimated growth: 5% for all in-country operations (Venezuela remains constant at 2 million units)
− Brazil volume is estimated at 8.6 million units for 2011 (50% of VIVO estimated operation for 2011)
ƒ Handsets handled will grow by 5% for the next 3 years (2012-2014)
ƒ Price per unit is estimated at $71.9 (2011), increasing at 3% a year
ƒ Mark-up: 93% by vendors
ƒ Telefonica charge: 7% on mark-up price

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Celistics Financial Model (Continued)
Management Case – Main Assumptions

Local Logistics
ƒ Includes wireless devices, SIM cards and scratch cards
ƒ All wireless devices accounted as part of International are assumed to be handled by Local once Celistics is fully operational in that
country (except Brazil)
ƒ In Brazil, Celistics expects to start handling the operations of Rio de Janeiro, Espiritu Santo and Bahia, representing 4.5 million handsets
and 6 million SIM cards by 2011
ƒ General guidelines:
− Average fee per product per country per year (as provided by Telefonica)
− Gross Margin: 46.7% (except Brazil). In Brazil, gross margin is expected at 35%
− SG&A: 20% in 2011, decreasing as the volume of the business grow
ƒ Gradual implementation schedule in 2011 for the operations in Argentina, Peru and Central America
− By 2012, all 13 countries are operating at 100%

SIM Cards and Memory Cards Businesses


ƒ 100% distribution model
ƒ We assume 72.5 million SIM cards by 2011, growing at 8% in 2012
ƒ We assume 3.6 million memory cards by 2011, growing at 12% in 2012
ƒ Avg. price per SIM card is estimated at $1.65 by 2011, remaining constant for the next 3 years
ƒ Avg. price per memory card is estimated at $5.76 by 2011, remaining constant for the next 3 years
ƒ Gross margin for SIM cards and memory cards is expected at 4.8% and 6.4% respectively

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Non-Recourse Factoring: Scenario Analysis Summary

Main Assumptions
ƒ The business mix (Dist vs. OL) has been kept constant across all countries
ƒ For the purpose of the Scenario Analysis, it has been assumed that average margins are kept constant across countries
ƒ The business mix (Dist vs. OL) is the result of maximizing distribution business as long as the cash provided for the factoring is available
ƒ SIM cards business is expected to yield 5.0% gross margin (100% distribution business)
ƒ Memory cards business is expected to yield 6.5% gross margin (100% distribution business)
ƒ No additional leverage or equity investment is assumed
ƒ Full VIVO business is included

Scenario #1 Scenario #2
$200 million non-recourse factoring, keeping base case margin on $200 million non-recourse factoring, increasing margins on
distribution and logistics businesses distribution and logistics businesses due to purchasing power
ƒ Business mix (2011): 42% Dist. / 58% OL ƒ Business mix (2011): 54% Dist. / 46% OL
ƒ Avg. logistics margins: 2.8% (‘11), 3.0% (‘12) & 3.5% (‘13) ƒ Avg. logistics margins: 3.0% (‘11), 3.25% (‘12) & 3.5% (‘13)
ƒ Avg. distribution margins: 4.5% (‘11), 5.0% (‘12) & 5.5% (‘13) ƒ Avg. distribution margins: 5.5% (‘11), 6.0% (‘12) & 6.5% (’13)
ƒ 2011 EBITDA: $79.3 million ƒ 2011 EBITDA: $92.7 million

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Scenario #1

$200 million non-recourse factoring, keeping base case margin on distribution and logistics
businesses
Summary Income Statement ($ in millions)(1)(2)

(1) Includes International Distribution and Logistics, Local Distribution, Memory Cards and SIM Cards businesses
(2) Excludes Movilway business
(3) Management projections based exclusively on existing distribution and logistics agreement with Telefonica
(4) Includes Celistics’ entry into the Brazilian market
(5) Gross Sales is the gross dollar value of all devices handled by Celistics, whether or not it takes ownership of the devices

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Scenario #2

$200 million non-recourse factoring, increasing margins on distribution and logistics businesses
due to purchasing power
Summary Income Statement ($ in millions)(1)(2)

(1) Includes International Distribution and Logistics, Local Distribution, Memory Cards and SIM Cards businesses
(2) Excludes Movilway business
(3) Management projections based exclusively on existing distribution and logistics agreement with Telefonica
(4) Includes Celistics’ entry into the Brazilian market
(5) Gross Sales is the gross dollar value of all devices handled by Celistics, whether or not it takes ownership of the devices

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