39 Avenue John.

F Kennedy - 1855 Luxembourg

DEAL ADVISORY-TS DUE DILIGENCE-INTERNSHIP

INTERVIEW WITH HR (RISHMIE SOPHIE KOERS)

THANKS:

Hello

First of all, I would like to thank for the opportunity to discuss about the position and to
inviting me for this interview, I really appreciate it. May I call you RISHMIE? okey good!

TELL ABOUT YOURSELF

Well, I am organized, efficient, passionate about corporate finance, specially all including
transactions services (M&A, Capital market related activities like IPOs), I am professional and
someone who takes great pride in my work. My resume is a match for this role because I possess
the relevant skills and experience that are closely aligned to the job description. Furthermore, I
am hungry to learn, for me learning from people is the key for knowledge, I am committed to
putting in the hours needed to excel, and great at working with others to achieve your key aims
and objectives. I am also someone who contribute positively at all times and will go all out to
learn the role quickly so that I can be part of KPMG Luxembourg growth in fastest time possible
and despite the economic context we’re living at this moment.
Is this what KPMG COMPANY IS LOOKING FOR?
 BREF ME

Briefly, 22 years old me, I am from Guinea, I have a training in business school that I will
achieve by obtaining a double degree diploma in the beginning of 2021. It is the result of
absolute work since my baccalaureate graduation with honours where I finished 6th national
which allowed me to get a scholarship in 2015 for Morocco. where I study in one the best
business school there which is Groupe ISACE (Highest Institute of Business and
Administration. (Institut superieur de commerce et d’administration des entreprises), From
there, I wanted to be specialized in Corporate Finance! Why? because I have always been
fascinated by Numbers and this is the best way to understanding companies and assimilate Risk
and return. Among the best in this journey, I wanted something bigger, developing my network
with international student, or professors and so one, I obtained a double degree program (Master
Grande Ecole and Master of Science) Corporate Finance and Investment Banking with
Burgundy SB. A rich program in term of academic, professional, and even personal. First, it
was subject to deepen all the knowledge acquired in corporate finance and that within the
framework of one semester and thus, in a second semester, a much more professional training
which is based on actual activities of companies like KPMG and finally to complete the
marathon with a thesis semester which I submitted in early September for validation and also
for a publication.
I also have several experiences in the professional world, acquired during my training,
professional activities, hobies on one hand and the other hand during my previous internships.
This is why I think, no I believe this job suits me !

What do you know about KPMG?

I really like this question xd:

KPMG is a global network of professional services firms providing Audit, Tax and Advisory
services, you help your client mitigate risks and grasp opportunities. One of the Big four for
me, it’s the best among all the others, an international Company you operate in 147 countries
and territories and have more than 219000 people worldwide and about 1812 people in
Luxembourg, this is amazing and outstanding. The company itself was formed in 1987 with the
merger of Peat Marwick international and KMG (Klynveld Main Goerldeler) that’s why KPMG
stands for (KLYNVELD, PEAT, MARWICK, and GOERDELER, the Luxembourg entity has
been active since 1970. But all of these are theories,
Let talk about KPMG Heart, I mean commitment, values, culture…because when with the
covid19 impact in the economy, Geraldine Hassier, the head of people and culture said I quote
that ‘it was important you know to keep the relationship between colleagues, clients and
companies’”
Responsible corporate citizens, you free people potential by encouraging volunteering/pro-
bono work, advance sustainable development goals, focusing on education, sustainable
education, you culture extends beyond good business practice, you are recognised for the efforts
to alleviate poverty, support education, protect the environment and climate action, a part of
this through your foundation ( Luxembourg Foundation), one of your project your support is
secondary education in DR congo. You know KPMG culture relies on their values (Integrity,
excellence, courage, together and for better)… you make a very positive difference in people
lives thank you for that.
AWARDS
✓ Leader in global cyber security services providers according to independent researcher
firm
✓ ICT technology Adviser of the Year Awards
✓ Health Care Advisory Award
✓ 2015 Tax firm of the Year in LUXEmbourg
✓ Insurance Risk Award for best consulting firm

WHY KPMG NOT ANOTHER BIF FOUR

Let forget the concept of Big four, (everyone knows that)

I have chosen your firm because, primarily, you are different from other similar organizations
in respect of “doing what is required” is simply not enough. You strive for excellence in
everything you do, and because I am the same in terms of my career aspirations and the
standards I want to work to, you are a company who are very attractive to work for. There have
been many examples of where you have helped clients and segments of society achieve amazing
things, and you are renowned for solving complex problems that allow individuals and
organizations to progress, grow and develop in a positive manner. You achieve all of this by
the values and behaviours that have underpinned the previous years of hard work and dedication
that everyone who works for your organization, has put into the business. In very simple terms,
you are the best and I want to work for the best and You are the BEST.
✓ capital sympathy with customers and in the goodwill and good understanding /
atmosphere internally
✓ Lot of Training: in the case of audit all mandatory training (audit methodology, IFRS
reference) and you also have a well-supplied training catalog within the framework of
“the Droit differential à la formation” DIF (financial analysis, consumer methodology
for example). KPMG invests heavily in the training of its employees.
59 different nationalities
They trust young people
The ability to learn because you provide lof of training in different fields
 GOING THROUGH YOUR EXPERIENCES

As I have already said, am passionate about corporate finance, that’s why I want to accumulate
lot of experiences in this Domaine to be in correlation with my career!
___I did my first internship in morocco, in BELBA GROUP, A Financial Groupe and my job
was financial analyst. So, the 1st day I was so tensed, and I was thinking about how the office
is? How are my seniors going to be? Will they be strict to me or how will they behave? But
then as I entered the office, I was so happy. The seniors there were so helpful. They taught me
about my work and about the field I was going to work in. I got to know a lot from them. I also
got to know that the world out there does not work how we think of it to be working.
___I learned how we can analyse an M&A project, modelling Business Plan, establish some
financial model with excel and using VBA, and more specifically I was in charge of analysing
companies using accounting and financial Statements (statement of financial position “Balance
sheets”, Statement of Comprehensive Income “income statement”, Statement of Changes in
Equity, Statement of Cash Flows and Notes), what I really remember from there is that to really
analyse a company, you need a process and a project management skills.
___In 2019 I did a much more interesting internship, it was in advisory, my job was corporate
finance analyst, in an audit firm, they were delopping their advsisory activity and I wanted to
be at the middle of these projects, in contact with clients, and understand their needs and it was
really for me. It’s like it was a continuation for my last internship.
From the first day, I was assigned to challenging task, I had to do training of two weeks in how
the company do their valuation what are the processes, Tax impact, in the company we could
use DCF methods to valuate companies but the main methods used was Comparable taking
considering the industry, we couldn’t use the dividend valuation because all the companies we
were advising was a small and medium entreprises (SMEs), theses missions was on a daily
basis, i also contributed to analyse the risk related to a transaction, to really make sure that the
valuation of the company was not to risky, and for that we had lot of information to review and
to assimilate, a very hard work, we used to stay at the office until 9 pm and also work some
Saturday’s to respect the time limit of clients. Beyond that, my principal mission, I used to
contribute to auditing some companies.
___I have a strong interest in finance including investment projects, M&A, Private equity,
Financial analysis, etc. I was a consultant for Peugeot SA as part of the merger between PSA
and FIAT CHRYSLER (Stellantis today) in term of a Business Game where I carried out the
equity research of the two companies, analyzes the market situation, and carry out the deal as
part of a mission in partnership with Burgundy SB. At the end, it was necessary to present a
Word document, a PPT pitch in front of the PSA managers, and above all a file of all the
calculations and models / Valuations used. We were supposed also to make a due diligent work
for the other groups work and come out with a conclusion. I could forward the documents to
you in case you wish to have more information on the recommendations and conclusions drawn
from this mission.
All the data we used were from Bloomberg.
___Today in full reflection on my future, I have the Bloomberg Market Concept (BMC)
certification which therefore includes the core concept, access to the terminal and as well as the
portfolio management and this allowed me to familiarize myself with evaluation or equity
research of companies in an investment situation.
____I even had to participate in the Challenge trading competition bringing together schools
and universities in Europe including the EMEA. It took place at the beginning of 2020,
including on February 10, when a very good investment strategy had to be carried out with
Bloomberg and thus achieved a very high Sharpe ratio I have perfect command of the use of
information with IQ capital also and the VBA on Excel.
So, I am preparing for the CFA level I certification as well as the Level II that I intend to take
in June 2021, and I consider very important for such a career in finance.

WHAT I DO FROM MY PART TIME?

Despite all my training and my professional internship, I am a person who seeks to improve
every day, this is how I practice several activities including associations like
ENACTUS on the one hand, Enactus, formerly SIFE, is an NGO created in 1975 in the United
States which aims to promote societal progress through entrepreneurial action. Enactus supports
students from schools and universities around the world,
GEAT DEBATERS with which I won several regional and national debate competitions. For
me Debating was an opportunity to develop my communication skills, and how to convince
people with your ideas and that is really appreciated in KPMG, cause even on the mission of
the job is to build reports and presentation to clients, suggestion about findings from due
diligence and son on. I even had to do a national debate in Morocco on various international
subjects (death sentence, 5G, languages, artificial intelligence…) which I defended for or
against. The junior company of BSB where you are surrounded by professionals all the time. I
love football which I play consistently, reading business articles and personal development
novels, movies, video games etc….
AVI (Audio Visuel ISCAE): I have also discouvered a passion that is why I joined the club
AVI is the AudioVisual Club of the ISCAE Group. Our Club's mission is to embody the
memory of the ISCAE Group through media coverage.
BSB JUNIOR CONSULTING : Depuis 1979, la Junior-Entreprise met à profit son expertise
au service des créateurs d’entreprise, TPE, PME et Grands Groupes. Suivant un fonctionnement
similaire à celui d’un cabinet de conseil, BSB Junior Consulting propose des prestations sur
mesure, avec une méthodologie soucieuse de la satisfaction de ses clients pour une tarification
flexible.
Since 1979, the Junior-Enterprise has been using its expertise to serve business creators, micro-
businesses, SMEs, and Large Groups. Following a similar operation to that of a consulting firm,
BSB Junior Consulting offers tailor-made services, with a methodology concerned with the
satisfaction of its clients for flexible pricing. (Business Plan, Market study, translation,
communication strategy, etc.
 OTHER HOBIES

__I am ambassador of Financial Networking Group; The Financial Networking Group was
founded in March 2018 by David Simon ELKOUBI. Its focus is to build a strong community
for people working in Finance all around the world. We provide market news and infos, we
provide the M&A of the Week which summarise the info of M&A industry, the private equity
of the WEEk likely…
___As a part time for me I help in Represent and promote FNG within its company or
establishment, Interact (like, share, comment) on the LinkedIn page of Financial Networking
Group, Recruit and manage a team of coordinators, Organize events sponsored by FNG
(afterwork, conference ...), Establish partnerships with associations in Finance of your school
in my case with BSB FINANCE.
___I enjoy soccer which I play consistently, and also I watch some matches, I enjoy reading
articles of KPMG Football benchmark where they talk valuation of clubs, and compare players,
it helps me understanding the finance universe of football not just the part where we see players
and trophies.
___I enjoy reading business articles (Les echos, Bloomberg news, financial times etc) and I
really love reading personal development novels (like Poulo Coelho, Laurent Gounelle
(veronika decide to die, The alchemist (L’homme qui voulait etre heureux), CRis gardner (The
pursuit of Happiness), The Millinaire Mind of Thomas and Stanley ) , the seven habit of haighly
effective people of Stephen Corvey, Talking to Strangers ( Malcom Gladwell).
___I enjoy lot of movies; I play video games etc ...
You want to discover the kind of person I am in a business, it's easy like everyone else, I don't
know everything and that's the goal to learn from others at all times; when you request a job
that I know, I do it with passion a and devotion to deliver outstanding work. However when I
do not know him, I am not afraid to show you that I have no idea but precisely my strong point
is that I know where to find this answer and I will find it by any means possible.
___I assimilate the professions of due diligence as that of the police, any operation corresponds
to an opportunity to understand the whole history of the concerned and in any field, to discover
and understand the industries and so many other strategies from the negotiation phase to the
closing phase.
 STRENGHTS AND WEAKNESSESS

What are your strengths and weaknesses?

one of my greatest strength is that
✓ Hard worker
✓ Dedication
✓ Integrity
✓ Continuous Learning
My greatest strength is the positive attitude. Hard worker, I work well under pressure, and I
have never missed a deadline. I can work until mid-night to not miss a deadline, one specific
example that comes to mind is when I was asked to complete a project that a fellow colleague
forgot about. The senior did not realize this until two hours before the deadline. It was an
important piece, so I got to work, and with feverish precision, I was able to complete the reports
on a valuation. Not only was it finished on time, but it was received very well by readers and
clients
I am not afraid to take on a difficult client or do a project that nobody else wants because those
are the clients and projects that teach me the most. I typically love to work outside of my job
description and do whatever is asked of me. I am not above any single task, and I take great
pride in my ability to step in and adapt to any situation to get the best results for the company.

I believe that my greatest strength is the ability to solve problems quickly and efficiently. I can
see any given situation from multiple perspectives, which makes me uniquely qualified to
complete my work even under challenging conditions. That problem solving allows me to be a
better communicator. I am just as comfortable speaking to senior executives as I am trainee in
a junior team member. I think my ability to see all sides of an issue will make me a great asset
to the team.
One the weaknesses I am aware of is that …. I have been working on this by
Sometimes, I want to do so well in my job so that I tend to be overly critical of myself.
Whenever I complete a project, I can’t help but feel that I could have done more even if my
work received a positive response. This often leads me to overwork myself and leaves me
feeling burned out. Over the past few years, I’ve tried to take time to look at my achievements
objectively and celebrate those wins. This has not only improved my work and my confidence,
but it has helped me to appreciate my team and other support systems that are always behind
me in everything I do.
I'm not familiar with the softwares of Project management and manage project is really
important in your company to deal with deadlines and not overload you mind. I’ve spent my
time recently focused on generating a positive user experience and have always been willing to
learn new things. I will put in the time it takes to learn software maybe through you training
project management for you new junior that provide.
 How do you manage conflicting tasks?

Short -medium- and long-term project, working smarter, prioritizing by business impact and
time limit

WORK WITH DIFFICULT PERSON?

To be honest, I get on with ninety nine percent of people Having said that, I do understand
you can’t always get on with everyone, but you must always try , in this type of situation , I
would always put the organization fist , try my hardest to get on with someone as I know this
can only be beneficial to the organization a whole

KPMG CLIENT? LARGEST

Accenture. KPMG is the auditor of Accenture. ..., Halliburton. Halliburton is one of the
largest oil services firm. ..., Citigroup. Citigroup is one of the largest banks in the world. ...
General Electric. General Electric has a market capitalization of about $95.5 billion. ...
Deutsche Bank. ...

WHY SHOULD WE HIRE YOU? AND NOT ANOTHER CANDIDATE?

From my understanding, the key requirements for this position is the fact that it’s a challenge
to work in Deal advisory, so I like challenge, I want to overpass myself, having some
accounting and Finance Knowledge, proactive and ambitious, having a positive attitude, well
..you should hire me because I have a unique understanding and awareness of how to be
positive and keep this energy and work under pressure, I am really good in accounting and
finance and lot of experiences in these elements …..
In my previous position, I had the privilege of been the Team leader by motivating and
driving my team to execute an amazing deal so that we could reach objectives and we had 18
as mark.
I also learned through my research that your company values curiosity, excellence and integrity
team spirit, this is one my greatest passion and without a doubt my experience in the area will
sustain company standards and lead the team to greater success.
You should hire me of course!
In addition, we support a broad range of professional qualifications (CFA, ACCA, CA, etc.).
Is this what KPMG COMPANY IS LOOKING FOR ?
 LUXEMBOURG AS A PLACE TO WORK

Known for economics and political stability, Luxembourg is an international and multilingual
workforce, a gateway to the European market, home for lot European institution (European
investment Bank)
It’s the largest wealth management Center in the Eurozone, second largest fund Center in the
world.

KPMG ADVISORY:

The advisory department works with the world’s leading organization to create and protect the
sustainable value of their business, develop practical recommendations to help you work
smarter, grow faster and compete stronger, you are trusted advisors because of your ability to
get the job done,
✓ Deal advisory (Croissance)
Portfolio management, buying business, selling business, partnering, funding a
business, fixing business, through specialization in transactions services (Buy side
acquisition, sell-side disposals and capital markets related activities like IP)
✓ Regulatory and Compliance advisory
✓ Accounting services
✓ Risk
✓ Management Consulting
✓ Investment services

TRANSACTION SERVICES AND DUE DILIGENCE (DD)

DD:
Difficult business conditions, dynamic environment, and complex industry and economy put a
premium on robust financial data and analysis in making important business decisions.
Financial DD and timely professional advice enhance the quality of decisions on significant
business transactions.
By using investigative analysis to assess the key issues facing a target business and for that
✓ Understand the structure of the contemplated target
✓ Identify the business environment
✓ We perform a high-level financial review and identify the potential deal breakers
✓ Identify the impact of the transaction on the target business
DD is done either on the buyer side in this case we talk about "acquisition due diligence" or on
the seller side "vendor due diligence". The process is not the same:
In both cases, we will seek to adjust the result of exceptional items (quality of earnings) to
obtain a normative EBITDA which will serve as a basis for the negotiation, as well as a
normalization of the working capital. (measure of liquidity of a company, If a company has
substantial positive working capital, then it should have the potential to invest and grow. If a
company's current assets do not exceed its current liabilities, then it may have trouble growing
or paying back creditors, or even go bankrupt). During a buy-side, an analysis of the elements
of the debt (quality of debt) is also carried out.
Vendor due diligence:
✓ Duration: between 2 to 6 months on average
✓ Exchange with management
✓ mastery of the sector
✓ Detailed analysis
✓ in relation to the different streams (HR / Tax / legal / operational / technical / start)
DD acquisition:
✓ lasts between 2 weeks and 2 months
✓ analysis is generally based on a report produced by the sales consultant
✓ Critical analysis of the VDD opposite
✓ Limited interaction with target management
We also do other missions such as completions account (Completion Accounts means the
consolidated financial statements of the Company and its Subsidiaries for the period up to the
Completion Accounts Date, which shall be prepared in conformity with accounting principles
generally accepted in the United States of America and to the satisfaction of the Purchaser),
SPA writing, (The share purchase contract (SPA) is the sales contract that defines the terms of
the transfer of ownership of shares upon the sale of a company. The SPA may provide for a
price adjustment clause.) we also work with valo / M&A teams and we also do modelling
missions.
The purpose of the analysis is always the same, to provide comfort to the buyer by identifying
the risks associated with the transaction. The process is the same, after the FIG sector is quite
specific, therefore within the TS, there is one specialized in insurance and another in banking
✓ TS: acquisition or sale due deal report, occurs at a specific point in the process
✓ M&A: support the seller / buyer throughout the process
DD-CHECK-LIST
1. Corporate Structure & General Matters

✓ Incorporation documents.
✓ Corporate bylaws.
✓ Organizational chart.
✓ Lists of all securities holders.
 ✓ Stock option agreements and plans.
✓ Stockholder and voting agreements.
✓ Warranties.
2. Taxes
Tax due diligence explores any historical income tax liabilities and provides an analysis of any
tax carry forwards and their potential benefits. Corporate lawyers verify that taxes are current
in all jurisdictions and that there are no unexpected tax problems. Documents generally
reviewed include:

✓ Government audits.
✓ Tax sharing and transfer pricing agreements.
3. Strategic Fit
In any M&A transaction, future performance and strategic fit can be just as important as any
current profitability. As a potential buyer, a key business diligence point is exploring the extent
to which company will fit strategically within your current business or how you will be able to
work together in the future. This includes considerations of human resources, integration and
transition, marginal costs, technology, and general work culture.
4. Intellectual Property
✓ Patents
✓ Copyrights
✓ Trademarks
✓ Domain names
5. Material Assets
Often, the material assets of the company are key to the M&A transaction. It’s important to
consider the total value of all assets and any debts or liabilities against them. Generally, the
following assets are appraised:
6. Contracts
A corporate lawyer’s review of all material contracts and commitments of the target company
is one of the most critical and time-consuming parts of due diligence.
7. Employees and Management
8. Litigation
It is important to know if the deal would include potential legal liabilities.
9. Compliance and Regulatory Matters
Attorneys also review regulatory and compliance issues—both involving the target company
and the deal in general
TRANSACTION SERVICES-LUXEMBOURG
Buying or selling a business or a major asset, undertaking a merger or a joint venture, or raising
funds in capital markets can all destroy value unless planned, conducted, and completed
correctly. To assist you going through these challenges, we have developed a portfolio of
services directed to either corporates or private investors in developed and emerging markets
Page 9 AND 10
✓ THESE
✓ BUSINESS GAME

CHANGE DUE TO COVID19

Here are the key aspects of financial due diligence that require particularly close attention
under the present circumstances.
1. Impact on revenue and profitability of the target company
Investors need to fully understand the impact of Covid-19 on revenue and profit. They will
have to closely analyze assessments of revenue and margin loss caused by the closure of
business activities, decrease in customer demand and customer attrition.

EBITDAC (i.e. EBITDA excluding the estimated impact of Covid-19) will likely be a key
measure of underlying profit, though it will be challenging to accurately quantify adjustments.
Vendors are required to provide the necessary evidence to support any adjustments.
2. Assessment of business plan assumptions and achievability
Forecasting will be considerably tougher than usual and likely involve a range of potential
scenarios.
Scenarios must reflect any potential changes to business models, and, due to the economic
uncertainty caused by the pandemic, assumptions will be revisited frequently
3. Working capital analysis
Covid-19 has led to disruptions in working capital cycles, which are unlikely to normalize in
the short term.
Working capital and cash requirements may be impacted by revenue and payments cycle
disruptions, as well as businesses’ requirement to preserve cash. Remember to identify one-
time items when assessing a business’s normalized working capital levels, and determine
appropriate target working capital for the purpose of closing adjustments.
4. Actual and potential liability exposure
Besides the traditional adjustments to the target’s reported net debt, the due diligence process
may reveal new potential cash and debt-like items associated with Covid-19: liabilities with
former (e.g. dismissed) and current employees (variable remuneration), deferred interest
expense (and potential associated penalties), unpaid creditors, deferred taxes government
grants, etc.

Covid-19 could lead to the breach of several covenants usually provided for in financial
agreements – business and financial covenants with earnings components, such as EBITDA.

The due diligence scope of work will consider (1) the analysis of Covid-19 net debt
adjustments and (2) the financial implications of the target’s compliance with the current
covenants, and (3) conditions for potential waivers set by financial institutions.
5. Analysis of the response plan regarding employees
The pandemic may result in employee reduction, salary suspension, severance payments,
remuneration scheme reviews and changes in top management. Various pro forma and
normalization adjustments in relation to the above will be considered.
The due diligence process will also assess assumptions underlying the actuarial valuation of
employee defined benefit pension plans.

6. Target company’s ability to deliver financial statements and audits in a timely manner
Impacts on financial reporting will depend on the degree to which a company’s operations are
exposed to Covid-19. Key areas impacted include the going concern assessment and
reassessment of accounting estimates and policies, e.g. revenue recognition. Companies may
find it challenging to support the audit process and provide audit evidence.

7. On-site versus virtual diligence

It may not be possible to conduct certain in-person critical diligence activities, e.g. on-site
inspections of sensitive information or physical assets. Buyers may utilize alternative sources
of information, e.g. historical third-party reports, and other remote technologies.