* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
Apax Europe IV GP Co. Limited (the "Reporting Person") is the Managing General Partner of Apax Europe IV GP, L.P., which is the Managing General Partner of Apax Europe IV-A, L.P., which as the indirect controlling shareholder of Xerium 3 S.A. may be deemed to be the beneficial owner of the 1 share of Issuer's Common Stock held by Xerium 3 S.A. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
(2) |
Immediately prior to the Issuer's contemplated initial public offering (the "Offering") described in Amendment No. 12 to the Issuer's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 11, 2005 (the "Registration Statement"), pursuant to the reorganization as described in the Registration Statement, and assuming an initial public officering price of $12.00, the Issuer will (i) effect a 31,099,636-for-1 stock split of the Issuer's Common Stock and (ii) redeem 2,125,663 shares of the Issuer's Common Stock from Xerium 3 S.A. in exchange for 43,757 shares of common stock of Xerium 3 S.A., the indirect parent company of the issuer. |
(3) |
In the Offering, Xerium 3 S.A. may sell up to an aggregate of 2,009,885 shares of the Issuer's Common Stock if the underwriters exercise their over-allotment option in full. Assuming no exercise of the underwriters' over-allotment option, after such transactions the Reporting Person may be deemed to be the beneficial owner of the 28,973,973 shares of Issuer's Common Stock held by Xerium 3 S.A. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |