EFTA01296409.pdf

NAME SEARCHED: Jeepers, Inc PWM BIS-RESEARCH performed due diligence research in accordance with the standards set by AML Compliance for your business. We completed thorough searches on your subject name(s) in the required databases and have attached the search results under the correct heading below. Significant negative media results may require escalation to senior business, Legal and Compliance management. Also, all accounts involving PEPs must be escalated. Search: Result: Click here for results: Reviewer Comments (as necessary): 0 No Hit 0 Not Required RDC I. RDC Results No RDC alert (Please see attached) 0 Hit - No Hit 0 Not Required PCR H. PCR Results No PCR alert (Please sec attached) 0 Hit 0 Yes . 4 No III. Negative Media There was no information found BIS 0 Not Required IV. Non-Negative Media Result found(Ptease see attached) V. Other Language Media Not Required Results? ®Yes 0 No vi. Da Result found(Please see attached) Data 0 Not Required Result found(Pleasc see attached) Smartlinx Result:VIE Yes 0 No 0 Not Required VII. Stnartlinx Ig] Review 1w Legal May Result found(Please see attached) Cows Cases be Required 0 No Results VIII. Court Cases 0 Sewell not required Prepared by: Kcshav Mahajan Datc:06/15/2017 Research Analyst I tetreetions: 1. Review and confirm that all results are returned for your client. 2. Please note that you are still required to perform any Martindale-Hubbell search (if applicable) on each search subject. We have attached the web link below for your convenience:Martindale-Hubbellhttp://wwss.martindale.com/xp/MartindalrJhome.xml 3. As needed, provide comment for any negative results. 4. If applicable, please obtain clearance from Compliance for all alerts. 5. Save any changes you make to this document and attach file to your KYC. Please note: Submission of a signed KYC is your confirmation that you have fully reviewed the research documents. For internal use only SIDNY_GM_00059096 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0021920 EFTA_00169655 EFTA01296409  OFAC RESULTS RDC: 11602701 No Match Found KYC 1790869 A Count fie • VIRGI N I SLANDS, Jeepers, Inc U.S. PCR: C20170637909202 Jeepers, Inc 12891800 NCA customised Auto-Closed No-Hit 15/06/2017 BIS RESULTS Negative Media: There was no information found Non-Negative Media: News Bites - People in Business February 25, 2017 Saturday Carpenter Technology director Karol Steven E sells 24 February 2017 LENGTH: 1176 words Carpenter Technology (NYSE:CRS) Independent Director Karol Steven E sold 10,000 shares worth $US420,166 on February 22. The selling price was $US42.02. HTTP link to original article https://www.sec.gov/Archives/edgar/data/17843/000001784317000008/xsIF345X03/edgar. xml Karol Steven E (Reported Selling; trailing 12 months) Month No. of Shares Price, Value, USD USD February 24, 2017 10,000 42.02 420,166 For internal use only SDNY_GM_00059097 CONFIDENTIAL - PURSUANT TO FED. R.CONE IDENTIAL DB-SONY-0021921 EFTA_00 169656 EFTA01296410  Page 2 Carpenter Technology director Karol Steven E sells 24 February 2017 News Bites - People in Business February 25, 2017 Saturday Original news release Source: SEC SECTION 1 BIOGRAPHY KAROL STEVEN E, INDEPENDENT DIRECTOR Mr. Karol, age 61, has been a director of Carpenter since February 2012. He is a member of the Operations Committee. Mr. Karol is Managing Partner and founder of Watermill Group, a private investment firm. Additionally, Mr. Karol is Chairman of the Board and CEO of HMK Enterprises, Inc., a privately held investment company specializing in strategic and operational management. Mr. Karol is currently a member of the Board of Advisors of J. Walter Company. From 2006 through February 2012, Mr. Karol served as a director of Latrobe Specialty Metals, Inc., a manufacturer and distributor of high performance materials ("Latrobe"), which was partially owned by the Watermill Group during this time period and acquired by Carpenter in February 2012. He has also served as Chairman of the Board at Mooney Aircraft Company, Director and Chairman of the Audit Committee at StockerYale. and as a Director for Jeepers! Inc., Intelligent Energy Limited, Inter-Tel Corp, Superior Tubes and Fine Tubes. Mr. Karol is currently a member of World President's Organization ("WPO") and has served as a member of the leadership team for the Young Presidents Organization ("YPO"). While with YPO, Mr. Karol served on the International Board of Directors (1991- 2001), Chairman of Strategic Planning (1993 - 1996), and as International President (1999 - 2001). He is Chairman of the Board of Advisors for the School of Engineering of Tufts University and recipient of the 2009 Tufts Distinguished Service Award. He is also past Chairman of the Board of Trustees of Vermont Academy, and a Director Emeritus at the Brain Tumor Society. In addition, he is a co-founder and President of the Herbert M. Karol Cancer Foundation. He formerly served as a member of the Board of Overseers of the Boston Symphony Orchestra and as a Trustee and member of the Executive Committee of the Boston Ballet. SECTION 2 CARPENTER TECHNOLOGY CORPORATION SCORECARD (NYSE:CRS): + Carpenter Technology Corporation is placed 676/2,644 in the BSS News Bites ranking of NYSE performers in the past year, a percentile ranking of 74. 2.1 Key Financials (All figures percent) CRS Revenue Growth EPS Growth Operating Margin ROE 2016 -18.6 -79.3 2.7 1 2015 2.4 -55.1 5.2 4.4 2014 -4.5 -9.2 9.8 8.8 2013 12.2 7.1 10.5 11.2 Karol Steven E became Independent Director of Carpenter Technology Corporation in 2012. The company's performance, measured in average annualised shareholder returns in the past four years, has been below average in that time - investors have reaped -0.60% compared to 11.80% for the S&P 500 Index, 2.2 Moving Annual Return (Trailing 12 months): For internal use only SDNY_GM_00059098 CONFIDENTIAL - PURSUANT TO FED. R.CON(F IDENTIAL DB-SDNY-0021922 EFTA_00 169657 EFTA01296411  Page 3 Carpenter Technology director Karol Steven E sells 24 February 2017 News Bites - People in Business February 25, 2017 Saturday CRS Close Dividend Capital Gain / (Loss) % Annual Return s % Yield Last Traded Feb $US40. 72.0c 49.6 2.6 48.9 23 90 1 Year ago $US27. 90.0c (32.0) 2.2 -29.8 96 2 Years ago $US41. 54.0c (27.6) 1 -26.7 10 3 Years ago $US56. 72.0c 25 1.6 26.6 80 4 Years ago $US45. 72.0c (5.8) 1.5 -4.3 43 2.3 Growth + Earnings per share growth rate has shown signs of deterioration in recent years. [Year ended, all figures in %] Year Revenue Growth EPS Growth EBITDA Growth Jun 16 -18.6 -79.3 -29.4 Jun 15 2.5 -55.1 Jun 14 -4.5 -9.2 Jun 13 12.2 7.1 Jun 12 20.5 59.7 2.4 Revenue and Net Profit (B)Description(/B) (B)Annual ($US (3)5 years Avg ($US (B)5 years CAGR M)(/B) M)(/B) %(/3) Total Revenue 1,813.4 2,104 1.5 Operating Profit 49.5 165.8 -13.9 Net Profit 11.3 93.8 -30.9 CAGR = Compound Annual Growth Rate 2.5 Performance (All figures in %) A 5-year track record of positive earnings (B)Description(/B) (B)Annual(/B) (B)5 years Avg(/B) Operating Profit Margin 2.7 7.7 Net Profit Margin 0.6 4.3 Return on Equity 1.0 7.3 Return on Assets 0.4 3.3 Return on Capital Employed 2.0 6.9 For internal use only SDNY_GM_00059099 CONFIDENTIAL - PURSUANT TO FED. R.CON(F IDENTIAL DB-SDNY-0021923 EFTA_00 169658 EFTA01296412  Page 4 Carpenter Technology director Karol Steven E sells 24 February 2017 News Bites - People in Business February 25, 2017 Saturday 2.6 Market Position Carpenter Technology Corporation (NYSE:CRS), NYSE's 10th largest Iron & Steel company by market cap, climbed $US4.88 (or 13.5%) year to date in 2017 to close at $US40.90. This means the stock has outperformed 88% of NYSE-listed stocks in 2017. Compared with the S&P 500 Index which has risen 5.6% YTD, this is a relative price increase of 8%. The average daily volume of 342,872 shares so far in 2017 was 0.8 times the average daily volume in 2016. In 2017 the market cap has jumped $US224.8 million. 2.7 Global Rank Global Rank [out of 46,502 stocks] Description Value Rank Quartile MCap (US$) 1.9B 4,967 Top Total Assets (US$) 2.8B 5,145 Top Revenue (US$) 1.8B 4,196 Top Net Profit (US$) 11.3M 13,172 Second Return on Equity % 1.0 25,279 Third Net Profit Margin % 0.6 25,084 Third Price to Book 2.5 21,156 Second Price Earnings 77.3 20,424 Second Yield % 1.7 12,162 Second PV$1000 (1Year) US$ 1,524 9,164 Top US$ Change (1Year) % 50.4 9,090 Top Rel Strength 6 Mo (US$) 70 14,040 Second SECTION 3 OTHER DIRECTORS OF CARPENTER TECHNOLOGY CORPORATION William A. Wulfsohn, President Gregory A. Pratt, Chairman & Director Damon Audia, Chief Financial Officer & Senior Vice President I. Martin Inglis, Director Carl G. Anderson, Director Robert R. McMaster, Director Philip M. Anderson, Director Peter N. Stephans, Director Jeffrey Wadsworth, Director Katheryn C. Turner, Director Stephen M. Ward, Director Karol Steven E, Independent Director SECTION 4 CARPENTER TECHNOLOGY CORPORATION ACTIVITIES For internal use only SDNY_GM_00059100 CONFIDENTIAL - PURSUANT TO FED. R.CCIN(F IDENTIAL DB-SDNY-0021924 EFTA_00 169659 EFTA01296413  Page 5 Carpenter Technology director Karol Steven E sells 24 February 2017 News Bites - People in Business February 25, 2017 Saturday Carpenter is a leader in the development, manufacture and distribution of cast/wrought and powder metal stainless steels and specialty alloys including high temperature (iron- nickel-cobalt base), stainless, superior corrosion resistant, controlled expansion alloys, ultra high-strength and implantable alloys, tool and die steels, and other specialty metals as well as cast/wrought titanium alloys. SECTION 5 RECENT NEWS OF CARPENTER TECHNOLOGY CORPORATION DIRECTORS 16 February 2017 Gregory A. Pratt of Carpenter Technology in second quartile of NYSE Chairmen Scorecard for past year Gregory A. Pratt's performance as Chairman of Carpenter Technology is ranked in the second quartile of BSS News Bites' NYSE performers for the past year. The shares were up 42.1% for the year ended February 16, 2017. The present value of USD1,000 (PV1000) invested on the appointment date of July 01, 2015 at close price of $US37.97 is $US1,101, for a capital gain of $US101. SECTION 6 RECENT REPORTED SELLING BY CARPENTER TECHNOLOGY CORPORATION DIRECTORS 08 February 2017 Carpenter Technology director Katheryn C. Turner sells Carpenter Technology (NYSE:CRS) Director Katheryn C. Turner sold 8,000 shares worth $US340.800 on February 07. The selling price was $US42.60. The shares hit a five-day low on the day. 20 December 2016 Carpenter Technology chairman and director Gregory A. Pratt sells Carpenter Technology (NYSE:CRS) Chairman and Director Gregory A. Pratt sold 63,966 shares worth $US2,447,186 on December 16. The selling price was $US38.26. Source: www.BuySellSignals.com LOAD-DATE: February 24, 2017 LANGUAGE: English DOCUMENT-TYPE: Regulatory issues PUBLICATION-TYPE: Newswire Copyright 2017 News Bites Pty Ltd. All Rights Reserved For internal use only SDNY_GM_00059101 CONFIDENTIAL - PURSUANT TO FED. R.c2C;IN(F IDENTIAL DB-SDNY-0021925 EFTA_0016966(1 EFTA01296414  Page 6 January , CORRECTING and REPLACING Carnegie Technologies and Founder Paul Posner Nominate Five Highly Qualified Candidates for the Board of magicJack VocalTec Ltd.; Current Board Has Been Unable to Unlock Value for All Shareholders; Seeks to Undertake a Comprehensive Strategic Alternatives Process; Carnegie Technologies Intends to Submit a Proposal to Purchase magicJack for $8.50 per share LEBOTM: • WMAMSNM: SAN ANTONIO Please replace the release with the following correct., version due to multiple revisions to Nabil El-Hage's information section. The corrected release reads: CARNEGIE TECHNOLOGIES AND FOUNDER PAUL POSNER NOMINATE FIVE HIGHLY QUALIFIED CANDIDATES FOR THE BOARD OF HAGICJACK VOCALTEC LTD. Current Board Has Been Unable to Unlock Value for All Shareholders Seeks to Undertake a Comprehensive Strategic Alternatives Process Carnegie Technologies Intends to Submit a Proposal to Purchase magicJack for $8.50 per share Carnegie Technologies Holdings, LLC and Founder Paul M. Posner ("Carnegie"), the holder of approximately 1.6% of the shares in magicJack VocalTec Ltd. ("magicJact" or the "Company") (NASDAQ: CALL), today announced the nomination of five highly qualified candidates for election to magicJack's Board of Directors at its 2016 Annual Meeting of Shareholders. The Carnegie nominees include Prank Boll, Habil El-Hags, Richard Kimsey, Norris Hiller and Richard Talarico. Carnegie also supports the election of magicJack director nominee Gerald Vento, and Alan B. Howe, a nominee of Kanen Wealth Management, LLC ("Konen"). "magicJack shareholders deserve a Board that Ls committed to a process that can unlock value for all shareholders," said Paul Posner, Founder and CEO of Carnegie Technologies. "With a history of value destructive decisions and ineffective leadership, it is time fox significant change at the board level and to put in place skilled, experienced directors that have the willingness to return cash to shareholders, and the capability to effectively evaluate all the company's assets and run a comprehensive strategic alternatives process that includes a sale of the company in whole or in parts." magicJack shareholders should consider the following: The current board of directors has been ineffective in producing an enhancement in the stock price for shareholders. The 90-day average stock price before the current board announced the acquisition of Broadsmart on Nacch 15, 2016 was 58.32. The stock immediately sold oft on the news of this 3. 1I - conceived transaction. The Company's average stock price in the 90 days before the Kanen letter of August 23, 2016 to effectuate change at the Company was $6.09, near historic lows - a 27% loss from the level just prior to the board action to buy Broadsmart. Currently, the average stock price over the past 90 days of $6.62 la a slight improvement, duo primarily to the actions of Kanen. The current board of directors has not returned cash to shareholders. Despite holding a large cash balance for several years. the Company never made any cash distributions to shareholders. Shareholders have therefore received neither cash nor share value appreciation. The current board has used the Company's cash resources poorly, including I) embarking on share buybacks that - by the Company's o•.m admission - have not increased the stock price, but simply reduced the market capitalization of the Company; and 2) overpaying for the acquisition of Broadsmart, a company in a now and intensely competitive vertical, that has performed wall below the guidance provided by the Company almost immediately after consummation of the transaction. The current board has been ineffective in producing a liquid market for the Company's shares. Two years ago, there was roughly $10 million of daily trading activity in CALL stock. Today, there is less than 10% of that total. As such, shareholders have little chance of trading their shares without dramatically affecting the stock price. For internal use only SONY_GM_00059102 CONFIDENTIAL - PURSUANT TO FED. R.QQN(F IDENTIAL DB-SDNY-0021926 EFTA_00 169661 EFTA01296415  Page 7 CORRECTING and REPLACING Carnegie Technologies and Founder Paul Posner Nominate Five Highly Qualified Candidates for the Board of magicJack VocalTec Ltd • Current Board Has Been Unable to Unlock Value for All Shareholders; Seeks to Undertake a Comprehensive Strategic Alternatives Process; Carnegie Technologies Intends to Submit a Proposal to Purchase magicJack for $8.50 per share Business Wire January 5, 2017 Thursday 3:22 PM GMT The current board is unable to M4r, :vely, as seen by the public statements to "redomesticateN the H:; “. -nited States. The Company initially node comments that it intended to clak tha:enOldeLS te aFP:cVe such move at the annual shareholder meeting, back on May ID, 2016, only to defer such decision on the 2Q 2D16 Earnings Call on August 9, 2016 and subsequently on the 1p 2016 Earnings Call on November 9, 2016. In the Company's preliminary proxy material, of December 3D, 2016 listing the agenda of item, to consider at the annual shareholder meeting, the proposal is not even mentioned. The current board continued a pattern of ineffective decision making and seemingly lacked the capacity to negotiate squarely with Konen, a significant shareholder of the Company, while also considering the strategic priorities of all shareholders. In the Company's preliminary proxy materials, the Company's board seemingly endorsed a $45 million share buyback (on October 5 and October 20), only to reverse direction completely on December 29. Based on the above, it is Carnegie., opinion that the current accommodation to the Xenon proposal is Insufficient, either in changing the dynamics at the board of directors (in replacing one director and adding another), and in rejecting the proposed 445 million share buyback. Carnegie therefore proposes replacing a majority of the board of directors and commencing the exploration of comprehensive strategic alternatives for the Company, including a sale of the Company in whole or In parts. The directors Carnegie has nominated have long histories in the communications and technology industries, have served on public company boards, and have created shareholder value through both organic and inorganic initiatives. The proposed board also has experience in CEO searches, • critical matter as the Company announced the retirement plans of the current CEO whom we wish to retain as a board member in order to ensure a smooth operational transition.Carnegle is optimistic about the Company's potential under its ownership and intends to put forth a proposal to the newly elected board to acquire all of the outstanding shares of the Company for $8.50 per share. The prospective offer, which is subject to confirmatory due diligence, reflects a premium to current and historic stock price levels of the Company since the current board of directors approved the acquisition of Broadsmart. Further, it provides all shareholders an opportunity to sell their positions in a highly illiquid stock. Carnegie has retained The Bank Street Group as its financial advisor, as well as Netter Liquornik Geva Leshem Tal as its Israeli counsel and Wiggle and Dana LLP as US securities law counsel in its pursuit of this matter. magicJack shareholders of record at the close of business on January 25, 2015 will be entitled to vote at the 2016 Annual General Meeting scheduled for February 28, 2017, at 10:00 an Israel time. For additional details, please go to www.NJProxy.com Director Nominee Information FRANK BELL, 62, is a telecommunications expert specializing in starting up/transforming and streamlining companies, driving revenue growth and profitability, and maximizing market value. Mr. Bell has led 8 successful start-up and turnaround companies and has more than 30 years of relevant industry experience. Currently, Mr. Bell is President of Wireless Consulting Services, Inc. where he provides Executive and Senior Level Management consulting services for wireless operators, focusing on start-ups, restructures, and retail distribution 4 market expansions. His current work is focused on companies including: TracFone la subsidiary of America Movil - Mexico': ROD Marketing (dba salesMakers, Inc. - USA): and Limitless Mobile LIZ (VK). Past clients include: Sprint PCs, Ericsson, Columbia Capital, MC Venture Partners, and Thermo Companies. He is currently serving as a contract executive to RED Marketing and Is responsible for all corporate strategy and business development. Prior to his executive consulting roles, Mr. Bell was President of Global Sales and Marketing for Globalstar which provides satellite voice and data services in 120♦ countries around the world. At Globalstar, Kr. Bell successfully re- engaged distribution partners and launched three new products resulting in a doubling of revenue for duplex sales (the company's satellite phone' in just one year and an increase in the stock price of 800%. Prior to Globalstar, Mr. Boll led Open Mobile (Puerto Rico) for six years as its President and Chief Operating Officer. Under Kr. Bell's leadership, the company achieved its 5-year subscriber business plan in 18 months, was EBITDA positive in 5 months, and all equity was returned to investors within 4 years. Prior to Open Mobile, Mr. Bell was a Founding Officer of MetroPCS and was responsible for delivering over 1 million wireless subscribers in Florida. Prior to Metropcs, Mr. Bell had multiple roles with profit and loss responsibility at sprintPcs, Pacific Telesis (PacTel Paging), and DialPage (a Providence Journal Company). Mr. Boll has a MA - Human Resource Management 4 Organizational Development from Pepperdine University in Malibu, CA: and a ES - Business Administration from Old Dominion University in Norfolk, VA. He also served as a Captain in the US Army. Mr. Bell brings consumer, business, international, and public company telecommunications experience and will provide insightful direction to the Company. KABIL EL-HALE, 58, is an expert in corporate governance and corporate finance. Mr. El-liage founded the Academy of Executive Education, LLC, an independent provider of executive education and advisory programs to institutional clients specializing in providing corporate governance education. Prior to founding the Academy of Executive Education, Mr. El-Rage served as Senior Associate Dean for External Relations and Adjunct Professor of Business Administration at Harvard Business School and has also served as Professor of Management Practice at Harvard Business School in the Finance Area and as a Senior Lecturer at Harvard Business School. While at Harvard, Mr. El- Rage was voted Capstone Professor six times, a rare honor, and was also awarded the prestigious Student Association Teaching Award in 2006. In addition to his academic experience, Mr. P.1-Rage gained experience in venture capital and private equity with TA Associates, Levant Capital Partners, and Advent International, as well as operating experience as the Chief Financial Officer of The Westwood Group, Inc. and Back Bay Restaurant Group, Inc. He also has served as Chairman and Chief Executive Officer of agars, Inch, a private equity-financed national chain of indoor theme parks. Mr. El-Rage has served on the boards of numerous private and public companies, ranging from start-ups to those with several billion dollars In revenues. He also previously served as the independent chairman of the MeaSMUtUal Premier Funds, a 410 billion, mutual fund compLex. Mr. El-Hagels For internal use only SDNY_GM_00059103 CONFIDENTIAL - PURSUANT TO FED. R.ctON(F I DENTIAL DB-SDNY-0021927 EFTA_00 169662 EFTA01296416  Page 8 CORRECTING and REPLACING Carnegie Technologies and Founder Paul Posner Nominate Five Highly Qualified Candidates for the Board of magicJack VocalTec Ltd • Current Board Has Been Unable to Unlock Value for All Shareholders; Seeks to Undertake a Comprehensive Strategic Alternatives Process; Carnegie Technologies Intends to Submit a Proposal to Purchase magicJack for $8.50 per share Business Wire January 5, 2017 Thursday 3:22 PM GMT diverse areas of expertise in corporate governs-. • •• :.ante which have been honed through both business and academic excellence coupled with hi.: m . : ...toile:ice will deliver a groat deal of knowledge and perspective to the Company. RICHARD KIMSEY, 62, brings Bore than 30 years' experience In the telecommunications Industry and has played a lead role in several prominent companies. Most recently, Mr. Kimsey founded the third largest urgent care business in western Florida, Lavender Health Caro. Prior to establishing Lavender. Mr. Kimsey was CEO of Caribbean Operations for Cable < Wireless, plc whore he was responsible for transforming fourteen disparate, slow-moving island phone companies into a cohesive, fast-moving integrated communications service provider. Prior to Cable 6 Wireless, Mr. Kimsey was CEO of TelePacific Communications, a California-based competitive carrier, where he laid the foundation for TolePacific to be named one of Inc. Magarino(z Top 1DO •Fastest-Growing Private Companies in America'. Prior to leading TelePacific, Mr. Kimsey served as President, Southeast Region for Sprint PCS where he was responsible for the planning, start-up, implementation and profit-and-loss management of the company's operations Ln thirteen states. As loader of Sprint PCS' most successful region, Nr. Kimsey was responsible for a significant portion of the company's $6 billion in annual revenue, and directed the activities of over 3,000 associates while his region led the other three Sprint PCS regions in almost every key performance metric. Prior to joining Sprint PCS, Nr. Kimsey served as executive director for Cox Enterprises, Inc. where he was in charge of personal communications systems 'PCS) development while overseeing the strategy and successful implementation of the delivery of wireless telecommunications over cable television infrastructure. Prior to joining Cox Enterprises, Hr. Kimsey spent eight years with BellSouth's cellular operations where he was involved in the startup of their cellular operations in the United States and Australia. Mr. Kimsey earned a master's degree in Business Administration from Vanderbilt University and a Bachelor's of Science degree from the University of Tennessee. Mr. Kimsey's directly related experiences in competitive telecommunications businesses along with his MBA and CPA background will provide extraordinary and relevant guidance and perspective to the Company. MORRIS A. MILLER. 50, is a technology investor and co-founded Rackspace Hosting, Inc. Most recently. Nr. Miller serves as the Chief Executive Officer of Xenex Disinfection Services LLC, a world leader in automated room disinfection through the use of Xenon technology and innovative hospital disinfection protocols. Mr. Miller is responsible for %anemia overall business strategy and oversight of day-to-day operations. Mr. Miller has previously formed Sequel Ventures and Cutstone Ventures which invests in and acts as an advisor to numerous start- ups including Inventables and Golfbails.com. Prior to Sequel and Cutstone, Mr. Miller was a Co-Founder of Backspace Hosting, Inc. and served as its Managing Director and Chief Executive Officer after prior roles of being its President and Chief Operating Officer beginning in 1999. Prior to Backspace, Mr. Miller served as Managing Director for Knightsbridge, LLC and as a Principal at Curtis Hill Publishing Company. He also held various positions at Matthews 4 Branscomb, a San Antonio law firm. Hr. Millar served as a board member of Backspace Hosting, Inc. from 1999 to 2015 and has served as a Member of the Advisory Board at Inventables, Inc., The Search Monitor LLC, and Adometry, Inc. (formerly known as Click Forensics, Intl which was sold to Google. Mr. Miller received a B.A. in Psychology from The University of Texas at Austin, and a J.D. from the Dedman School of Law at Southern Methodist University. Hr. Miller is also an alumnus of Phillips Exeter Academy, and a member of APIC, Bloated SA, and ACG Central Texas. RICHARD TALARICO, 61, has been associated with The Hawthorne Group since March of 1906. Hawthorne is a private investment and management company which invests through affiliates primarily in media and communications companies. Hawthorne provides management and administrative services to these business ventures. Mr. Talarico became a partner In the firm in 1990. Hr. Talarico has been involved in numerous start-up and turnaround investments including the cable television, video post-production, advertising and promotion agency and software development industries. Mr. Talarico's responsibilities have included structuring, negotiating and financing activities and operating roles in the portfolio companies including chief financial officer and chief executive officer. Mr. Talarico has conducted many executive search activities on behalf of portfolio companies and has served as a board member on a number of these companies. Mr. Talarico was a founding partner in Allin Communications Corporation in 1994, a Hawthorne-backed investment. Mr. Talarico became Chairman of the Board and Chief Executive Officer of the Company in July 1996. Mr. Talarico led a successful public offering In November of 19%. Hr. Talarico also served as Chairman of the Board of Directors from July 1996 until September 2009 and continues to Serve as a Director of the Company. Mr. Talarico has served as an Officer and director of the Company's other subsidiaries since their inception or acquisition by the Company. Nr. Talarico also has served on the Board of Directors of the Jefferson Regional Medical Center, a 341 bed acute care hospital, since 2011. In addition, Mr. Talarico is a board member (since 2013( and Chairman of the Grants Committee of the Jefferson Regional Foundation. The Foundation has assets in excess of $75 million and makes charitable grants in the Hospital's service area. Since 2014, Mr. Talarico has served as a board member of Brentwood Bank. The Bank, with assets of approximately $560 million dollars, has served the Western Pennsylvania area since 1922 •with full commercial banking services including residential and commercial lending. Mr. Talarico serves as chairman of the Governance and Nominating Committee, and is a member of the Asset/Liability, Loan and Audit Committees. Prior to joining The Hawthorne Group, Mr. Talarico was a Tax Manager with the Pittsburgh office of Arthur Andersen 4 Co. where he earned his Certified Public Accountant certification in the Commonwealth of Pennsylvania. Mr. Talarico graduated Cum Laude from Duquesne University with a BS in Business Administration and earned a Masters in Business Administration from the University of Michigan. Additional Information SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT OF KAGICJACK VOCALTEC LTD. AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES ON BEHALF OF PAUL M. POSNEFt AND CARNEGIE TECHNOLOGIES HOLDINGS, LLC, FRCP( THE SHAREHOLDERS OF MAGICJACK VOCALTEC LTD., FOR USE AT ITS ANNUAL MEETING WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY PILL BE AVAILABLE TO SHAREHOLDERS OF MAGICJACK VoCALTEC LTD. FROM THE COMPANY AT NO CHARGE AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S RESPITE AT HTTP://WWW.SEC.GOV . IF YOU HAVE QUESTIONS OR NEED ASSISTANCE VOTING YOUR For internal use only SDNY_GM_00059104 CONFIDENTIAL - PURSUANT TO FED. R.QQN(F IDENTIAL DB-SDNY-0021928 EFTA_00 169663 EFTA01296417  Page 9 CORRECTING and REPLACING Carnegie Technologies and Founder Paul Posner Nominate Five Highly Qualified Candidates for the Board of magicJack VocalTec Ltd.; Current Board Has Been Unable to Unlock Value for All Shareholders; Seeks to Undertake a Comprehensive Strategic Alternatives Process; Carnegie Technologies Intends to Submit a Proposal to Purchase magicJack for $8.50 per share Business Wire January 5, 2017 Thursday 3:22 PM GMT SHARES, PLEASE CONTACT MACKENZIE PARTNERS, INC. %. IN NORTH AMERICA) OR AT .)1. (212) 929- 5500 (CALL COLLECT) OR BY EMAIL AT PROXYPHACEEN2.i..AI :Nir.'. About Carnegie Technologies Carnegie Technologies brings together the best and brightest minds to challenge the status quo and develop real, revenue-generating communications products that take advantage of the fundamental shifts in the communications technology ecosystem. Founded in 2010 by Paul Posner following a successful 20-year history operating wireless networks and developing adjunct communications products, Carnegie Technologies has over 100 employee: and engineering teas on four continents with deep expertise in application development and software for mobile devices, cellular core network operations, and more that is now leveraged to drive the development of the next generation of communications technology. View source version on businasswire.com: http://www.businosswire.com/news/home/20170105005969/on/ CONTACT: Investors MacKenzie Partners, Inc. Paul Schulman, 212-929-5364 Bob Marese, 212-929-5045 or Media Gignier Communications Dan Gagnier, 646-569-5897 Patrick Reynolds, 646-569-5879 OR.: http://wwvr.businesswire.com LOAD-DATE: January 6, 2017 LABOUR.01: ENGLISH DISTRIBUTION: Rosiness Editors PVILICATION-TYPE: Newswire Copyright 2017 Business Wire, Inc. rail; NewsBites vino FINANCE News Bites - People in Business February 19, 2015 Thursday Nabil N. El-Hage starts fifth year as Argo Group International Holdings Director 18 February 2015 LENGTH: 469 words Nabil N. El-Hage was appointed Director of Argo Group International Holdings (NASDAQ:AGII) four years ago on February 18, 2011. The shares were up from US$33.2 to US$53.0 and the total annualized return to shareholders since appointment is 14%. The present value of USD1,000 (PV1000) invested on the appointment date is now worth US$1,690, a gain of US$596 and dividend reinvested of US$93. For internal use only SDNY_GM_00059105 CONFIDENTIAL - PURSUANT TO FED. R.QQN(F IDENTIAL DB-SDNY-0021929 EFTA_00 169664 EFTA01296418  Page 10 Nabil N. El-Hage starts fifth year as Argo Group International Holdings Director 18 February 2015 News Bites - People in Business February 19, 2015 Thursday MANAGEMENT SCORECARD FOR ARGO GROUP INTERNATIONAL HOLDINGS LTD.: Nabil N. El-Hage's performance for Argo Group International Holdings is placed 529/2,421 in BSS News Bites's ranking of NASDAQ performers in the past year, a percentile ranking of 76%. Key Financials: (all figures in pct) Revenue Growth EPS Growth Operating Margin ROE 2013 10.5 181.3 13.6 9.2 2012 5.8 6.8 3.5 2011 -6.4 -3.2 -5.6 2010 -13 -27.6 10.3 5.1 Moving Annual Return (Trailing 12 months): Close Dividend Capital Gain / (Loss) Annual Return s % Yield ok Last Traded Feb US$52. 69.0c 19.2 1.6 20.7 18 96 1 Year ago US$44. 43.64c 29.7 1.3 31 45 2 Years ago US$34. 43.64c 31.5 1.7 33.1 27 3 Years ago US$26. 43.64c (16.7) 1.4 -15.3 07 4 Years ago US$31. 43.64c 36.7 1.9 38.6 28 Biography Nabil N. El-Hage, Director Nabil N. El-Hage became a director of Argo Group International Holdings, Ltd., in 2011. Mr. El-Hage founded Academy of Executive Education, LLC, an independent provider of executive education programs to institutional clients, and has served as its Chairman since June 2011. From June 2010 to June 2011, Mr. El-Hage was an independent consultant specializing in the corporate governance area. During 2009 and 2010, Mr. El-Hage served as Senior Associate Dean for External Relations and Adjunct Professor of Business Administration at Harvard Business School. From 2005 until June 2009, Mr. El-Hage was a Professor of Management Practice at Harvard Business School in the Finance Area. From January 2003 to June 2005, he was a Senior Lecturer at Harvard Business School. Mr. El- Rage originally joined the faculty of Harvard Business School in 1984. Prior to 2003, Mr. El-Hage gained experience in venture capital and private equity with TA Associates, Levant Capital Partners, and Advent International, as well as operating experience as the Chief Financial Officer of The Westwood Group, Inc. He also served from 1995 to 2003 as For internal use only SDNY_GM_00059106 CONFIDENTIAL - PURSUANT TO FED. R.CCANI(E IDENTIAL DB-SONY-0021930 EFTA_00 169665