#1Confidential Discussion Materials Prepared for the Korte Pioneer Special Committee Regarding Project Pioneer August 3, 2014 STRICTLY CONFIDENTIAL Bank of America Merrill Lynch IOX For more investment banking materials, visit www.10xebitda.com M er#2Notice to Recipient Confidential Bank of America Merrill Lynch "Bank of America Merrill Lynch" is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives, and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. 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IOX For more investment banking materials, visit www.10xebitda.com#3Confidential Discussion Materials Prepared for the Pioneer Special Committee Table of Contents 1. Executive Summary 2. Review of Projections 3. Preliminary Valuation Considerations 4. Go-Shop Considerations 5. Next Steps Appendix IOX For more investment banking materials, visit www.10xebitda.com Bank of America Merrill Lynch 1 6 11 19 29 30#4IOX Executive Summary Bank of America Merrill Lynch For more investment banking materials, visit www.10xebitda.com Bank of Am Merril#5Executive Summary Introduction 1 th Notable events since the July 14" Special Committee meeting include: ■ On July 21, Court Square increased its offer to acquire Pioneer to $12.00 per share in cash Bank of America Merrill Lynch ■ Ongoing negotiations of merger agreement and other transaction documents with target completion and potential signing of a deal on Monday August 4, 2014 ■ Preparation of marketing materials to be used for the go-shop process anticipated by the merger agreement IOX For more investment banking materials, visit www.10xebitda.com#6Executive Summary Recap of Key Events to Date 2 February 19, 2014 February 20, 2014 March 2, 2014 March 8, 2014 March 22, 2014 Date March 27, 2014 March 28, 2014 April 4, 2014 April 9, 2014 April 11, 2014 April 14, 17, 2014 April 18, 2014 April 14- April 28, 2014 April 29, 2014 April 30, 2014 May 1, 2014 May 6, 2014 June 20, 2014 June 20, 2014 June 26, 2014 July 9, 2014 July 11, 2014 July 21, 2014 1 15 1 A 1 ■ A 5 7 7 7 The Special Committee convenes and authorizes Bank of America Merrill Lynch to contact a limited number of potential interested parties from the prior sales process, Party A and Party B 5 Pioneer enters into confidentiality agreement with Court Square C Management provides Bank of America Merrill Lynch revised Management Forecasts based on year-to-date performance Pioneer enters into confidentiality agreement with Party A Pioneer enters into confidentiality agreement with Party B Management conducts executive presentations for Court Square, Party A and Party B (by phone) Bank of America Merrill Lynch discussion with the Special Committee Special Committee considers whether to contact Party C to gauge their interest in participating in process = 1 ■ 7 Potential buyers conduct limited due diligence Pioneer Management facilitates a half-day due diligence session with Court Square in Mt. Airy, NC Bid deadline for preliminary non-binding indications of interest. Court Square submits non-binding indication of interest for $12.75 per share in cash Special Committee meeting to evaluate Court Square proposal and review updated valuation considerations with BofA Merrill Lynch Court Square increases offer to $12.85 per share in cash Court Square initial exclusivity period Court Square exclusivity period extended until June 30, 2014 Court Square revises its offer to acquire Pioneer to $11.00 per share in cash Court Square revises its offer to acquire Pioneer to $11.40 per share in cash 1 Court Square revises its offer to acquire Pioneer to $11.75 per share in cash Court Square revises its offer to acquire Pioneer to $12.00 per share in cash 1 1 Commentary Pioneer receives an unsolicited indication of interest from Court Square for $12.50 - $13.00 per share in cash Pioneer Board establishes Special Committee of independent, disinterested directors Special Committee engages McGuireWoods LLP as independent legal advisor The Special Committee appoints Bank of America Merrill Lynch as independent financial advisor Bank of America Merrill Lynch presentation to the Special Committee Special Committee reviews management forecasts 2 ■ Bank of America Merrill Lynch presentation to the Special Committee on preliminary valuation considerations and strategic buyer affordability Special Committee reviews management forecasts Bank of America Merrill Lynch discussion with the Special Committee Special Committee reviews supplemental financial information on management forecasts Bank of America Merrill Lynch IOX For more investment banking materials, visit www.10xebitda.com#7Executive Summary Implied Premiums and Multiples of Revised Court Square Offer 3 Offer Price Per Share Premium to: Current (8/1/14) 30-Day VWAP 90-Day VWAP 52-Week High (8/5/13) 52-Week Low (8/1/14) Diluted Shares Outstanding (mm) Equity Value Plus: Net Debt (¹) Transaction Value EV / LTM Adj. EBITDA (FY'14E) EV / CY2014E EBITDA** EV / CY2015E EBITDA IOX For more investment banking materials, visit www.10xebitda.com Pioneer Base Case Statistic ($mm) Statistic $7.96 8.59 9.09 12.49 7.96 $76 78 89 Implied Multiple 7.8x 7.5 6.6 Pioneer Sensitivity Case Statistic Implied ($mm) Multiple $76 79 98 7.8x 7.5 6.0 $12.00 50.8% 39.6% 32.0% (3.9%) 50.8% 32.771 $393 196 $589 Bank of America Merrill Lynch Wall Street Research Statistic ($mm) $70 76 87 Implied Multiple 8.4x 7.7 6.7 Source: Pioneer Management, public filings and FactSet as of August 1, 2014. Note: Dollars in millions, except pershare figures. Pioneer fiscal year ands June 30 (2) (1) Assumes $196.0 million in net debt as of June 30, 2014 based on revised Pioneer Management estimates as of July 29, 2014. FY2014E financial results for Pioneer Bose Cose and Pioneer Sensitivity Case adjusted to reflect actual results through May as well as preliminary June results as of August 1, 2014. Figures colandorized where appropriate. Includes $5 million adjustment related to Loss on Sale and Other Expenses, M&A expenses, Tres Amigos reserves, California Job Losses and Severance. CY2014E includes half of the "$5 million adjustment due to calendarization.#8Executive Summary Transaction Sources & Uses 4 Sources First Lien TL Second Lien Equity - CSC Equity Rollover Total Sources $ $290 150 170 20 $630 % of Total 46.0% 23.8% 27.0% 3.2% 100.0% Source: Court Square (including based on data provided by Pioneer Management). Note: Dollars in millions LTM EBITDA (1) Multiple 3.6x 1.9x 2.1x 0.3x 7.9x IOX For more investment banking materials, visit www.10xebitda.com Uses Equity Purchase Price (Diluted) Refinanced Est. Net Debt at Close (2) Financing Fees & OID Other Fees & Expenses Total Uses (1) LTM EBITDA of $80mm os of June 30, 2014 includes adjustments related to Loss on Sola and Other Expenses, M&A expenses, Tres Amigos rasarves, California Job Losses, Severance, and Public Company Costs. Reflects Company payment of FY2014 bonus from cash flow pre-close. (2) (3) Includes estimated PIONEER deal costs (BogAML fee and legal and other expenses) and estimated CSC deal costs (legal, Bain, Ernst & Young, printing, rating agencies and insurance broker fees and expenses) Bank of America Merrill Lynch $ $393 200 17 20 $630 % of Total 62.4% 31.7% 2.7% 3.2% 100.0%#9Executive Summary Public Market Perspectives 5 Pioneer Public Market Overview Market Stock Price (8/1/14) 52-Week High (8/5/13) % of 52-Week High Diluted Shares (mm) (2) Equity Value Plus: Total Debt Less: Cash & Cash Equivalents Enterprise Value Net Debt/CY 2014E EBITDA CYE December 31, 2014E EBITDA 2015E EBITDA 2014E EPS 2015E EPS 2014E EBITDA 2015E EBITDA Pioneer 2014E EPS 2015E EPS Trading Multiples $76 87 0.53 0.69 Wall Street Research $7.96 12.49 63.7% 32.313 $257 238 $78 (+) 89 0.51 0.74 (4) $491 3.1x Wall Street Research (3) 6.4x 5.6 15.1 11.5 Pioneer Base Case Pioneer Base Case $7.96 12.49 63.7% 32.771 $261 197 $457 2.5x 5.9x 5.1 15.7 10.8 2014 Stock Price Performance February 19, 2014 Pioneer receives an unsolicited indication interest from Court Square Pioneer Stock Price $12.00 IOX For more investment banking materials, visit www.10xebitda.com $11.00 $10.00 $9.00 $8.00 $7.00 $6.00 + Jan-2014 April 14817, 2014 Management conducts executive presentations for Court Square, Party A and Party B Mar-2014 Source: FactSet as of August 1, 2014 and Pioneer Base Case as of April 9, 2014. Bose Cose 2014 figures updated to reflect revised management estimates as of August 1, 2014. Note: Dollars in milions, except per shore amounts. Financial metrics calendarized to December 31. May 6, 2014 Pioneer enters exclusivity period with Court Square wh May-2014 (4) Shores outstanding and options per company filings for Wall Street research and per Pioneer Management for Pioneer Base Case. Options accounted for using the treasury stock method. (2) Enterprise Value = Market value of Equity + Short-term Debt+Long-term Debt- Cash and Marketable Securities. (3) Estimates obtained from Wall Street research and calendorized when necessory (4) FY2014 includes $5 million adjustment related to Loss on Sale and Other Expenses, MSA expenses, Tres Amigas reserves, California Job Losses and Severance. CY2014E includes half of the "55 million adjustment due to colendorization. Bank of America Merrill Lynch Pioneer Daily Trading Volume (Thousands) 1,250 - 1,000 750 500 250 .0 Aug-2014 Pioneer: $7.96#10IOX Review of Projections Bank of America Merrill Lynch For more investment banking materials, visit www.10xebitda.com Bank of Am Merrill Lyn#11Review of Projections Summary of Financial Projections - Base Case 6 Income Statement: Non-storm-related Services Revenue 96 Growth Storm-related Services Revenue 96 Growth New Opportunities Revenue 96 Growth Total Revenue 96 Growth Gross Profit 96 Margin Reported EBITDA 96 Margin Memo: EBITDA (Excl. New Opportunities) EPS Cash Flow: D&A % of Revenue Capital Expenditures, Gross 96 of Revenue Business Acquisitions 96 of Revenue 2009A $461 $153 $613 $110 18.0% $96 15.7% $96 $37 6.0% $27 $25 2010A 4.196 $457 $529 (0.7%) 15.7% $47 $65 (69.596) 38.4% $22 $48 $68 9.596 11.4% 4.396 $22 Historical $504 $594 $685 (17.8%) 17.8% 15.4% 2011A $36 7.196 $18 3.596 $15 3.096 $48 IOX For more investment banking materials, visit www.10xebitda.com 8.0% $48 $38 6.4% $ 0.94 $ (0.41) $ 0.04 $ 0.31 $ $19 3.2% 2012A 50 $615 16.1% 0.0% $71 9.396 $92 13.4% $64 $64 $38 5.6% $34 4.996 $17 2.5% Source: Pioneer Bose Cosa as of April 9, 2014, with 2014E figures updated as of August 1, 2014 as explained in footnote (1). Note: Dollars in milions, except par share figures. Fiscal Year Ending June 30, 2013A 2014E (4) $763 24.1% $156 121.0% -- $919 34.1% $147 16.0% $110 11.9% $110 1.03 $41 4.5% $40 4.4% I 7.6% $70 I $746 (2.196) $64 (58.896) $811 (11.8%6) $104 12.8% $71 i 8.7% $71 $0.42 $40 4.9% $31 3.9% Pioneer Base Case 2015E 2016E $764 2.3% $75 16.8% $32 NM $871 $118 13.6% $81 9.3% $79 $ 0.59 $41 4.7% $29 3.3% $826 $75 0.0% $54 67.2% $955 9.796 $136 14.2% 10.2% $91 $ 0.88 $41 4.396 $53 2017E 2018E $97 $103 10.2% $96 5.6% $882 6.796 $75 $54 $1,010 $1,050 5.8% 3.9% $146 $154 14.496 14.6% $40 $926 5.0% $75 3.9% $49 (8.496) $ 1.02 $ 1.14 $41 4.196 $109 10.3% $102 $40 3.8% $45 4.3% (1) FY2014E estimates adjusted to reflect actual results through May as well as preliminary June results as of August 1, 2014. Capital Expenditures par Pioneer Base Cosa as of April 9, 2014. FY2014 Reported EBITOA excludes "$5 milion adjustment related to Loss on Sale and Other Expenses, M&A expenses, Tres Amigos reserves, California Job Losses and Saverance. Bank of America Merrill Lynch '11-'13A CAGR 20.0% 55.4% NA 47.2% 51.8% 51.8% NM 45.4% '13A -'18E CAGR 3.9% (13.6%) NA 2.7% 0.9% (0.2%) (1.5%) 2.2% (0.9%) 2.1%#12Review of Projections Pioneer Forecast Comparison 7 Pioneer Aug-13 Management Case Pioneer Base Case Pioneer Sensitivity Case Wall Street Consensus Non-storm-related Services Revenue Storm-related Services Revenue New Opportunities Revenue Total Revenue Reported EBITDA Non-storm-related Services Revenue Storm-related Services Revenue New Opportunities Revenue Total Revenue Reported EBITDA ▬▬▬▬▬▬▬▬▬▬▬▬ Non-storm-related Services Revenue Storm-related Services Revenue New Opportunities Revenue Total Revenue Reported EBITDA Non-storm-related Services Revenue Storm-related Services Revenue New Opportunities Revenue Total Revenue Reported EBITDA 2013 IOX For more investment banking materials, visit www.10xebitda.com $751 167 $919 110 $763 156 $919 110 $763 156 $919 110 $763 156 $919 110 Fiscal Year Ending June 30, 2014E (¹) 2015E $764 81 $845 90 $746 64 $811 71 $746 64 $811 71 $753 72 $826 70 $841 90 $931 107 $764 75 32 $871 81 $764 75 48 $887 83 $809 64 - $873 82 Source: Pioneer Management and FactSet as of July 11, 2014. 2014E figures updated to reflect latest management estimates as of August 1, 2014. Note: Dollars in milions. FY2014 Raported EBITDA excludes $3 million adjustment related to Loss on Sale and Other Expanses, M&A expansas. Tras Amigos reserves, California Job Losses and Severance. 2016E $922 9.9 $1,021 118 $826 75 54 $955 97 $8.26 75 200 $1,101 113 NA NA $962 93 Bank of America Merrill Lynch '14E - '16E CAGR 9.9% 10.4% NA 14.3% 5.2% 8.1% NA 8.5% 17.1% 5.2% 8.1% ΝΑ 16.5% 26.7% NA NA ΝΑ 7.9% 15.5%#13Review of Projections Actual vs. Budgeted Results ($ in Millions, Except per Share) 8 Revenue Gross Profit Gross Profit Margin EBITDA EBITDA Margin EPS Actual Non-storm-related Services Revenue Budgeted Non-storm-related Services Revenue Actual Storm-related Services Revenue Budgeted Storm-related Services Revenue Actual Total Revenue Budgeted Total Revenue Actual Gross Profit Budgeted Gross Profit Actual Gross Profit Margin Budgeted Gross Profit Margin 4 Actual EBITDA Budgeted EBITDA 4 Actual EBITDA Margin Budgeted EBITDA Margin Actual EPS Budgeted EPS Source: Pioneer Management. IOX For more investment banking materials, visit www.10xebitda.com 2010 $457 540 ($83) $47 75 ($28) $504 615 ($111) $48 102 ($55) 9.5% 16.6% (7.2%) $32 ΝΑ NA 6.3% NA NA ($0.28) 0.73 ($1.01) 2011 $529 520 $10 $65 50 $15 $594 570 $24 $68 76 ($9) 11.4% 13.4% (2.0%) $48 60 ($12) 8.0% 10.5% (2.5%) $0.04 0.34 ($0.30) Fiscal Year Ending June 30, 2012 $615 602 $13 $71 50 $21 $685 652 $33 $92 93 ($1) 13.4% 14.3% (0.9%) $64 65 (SO) 9.9% (0.5%) $0.31 0.31 2013 $763 778 ($15) $156 54 $102 $919 832 $87 $147 113 $35 16.0% 13.5% 2.5% $110 78 $31 11.9% 2.5% $1.03 0.50 $0.53 Bank of America Merrill Lynch 2014 $746 764 ($18) $64 81 ($17) $811 845 ($35) $104 130 ($26) 12.8% 15.3% (2.5%) $71 90 ($19) 8.7% 10.7% (1.9%) $0.42 0.80 ($0.38)#14Review of Projections Pioneer Base Case vs. Wall Street Projections 9 Review of 2014E Projections (US$ in millions) Core Services Revenue X/Y Change % of FY2014 Quarter Contribution in 13 Storm Revenue Total Revenue Gross Profit 56 of Revenue SGBA 35 of Revenue Operating Income 56 of Revenue % of FY2014 Quarter Contribution in 13 Reported EBITDA X/Y Change % of FY2014 Quarter Contribution in 13 Net Income X/Y Change % of FY2014 Quarter Contribution in 13 01 $190.2 25.5% 25.9% 3.1 $193.3 $19.9 10.3% $17.1 8.8% $2.8 9.1% 25.8% $12.8 (54.3%) 18.1% 25.5% $1.0 7.0% 25.6% Actual 02 $189.1 25.3% 21.8 $210.9 $30.9 14.7% $19.7 $11.2 5.3% 36.3% 57.9% $21.5 (57.4%) 30.4% $5.7 03 $175.5 11.2% IOX For more investment banking materials, visit www.10xebitda.com 23.5% 23.3% 32.1 $207.6 $26.2 12.6% 9.1% $7.3 3.5% 23.8% 9.5% $17.1 $2.8 20.7% Management $191.6 10.3% 25.7% 25.5% 7.3 $198.9 $26.7 13.4% $17.2 $9.5 30.9% $19.3 30.1% 27.2% 13.5% $4.2 603.7% 30.9% 1.7% 04E Street $199.4 12.4 $211.8 $28.3 13.4% $19.3 $8.8 29.3% $18.9 $4.2 30.9% ($7.8) (5.1) ($12.9) ($1.6) ($2.2) $0.7 $0.3 $0.0 Management $746.4 64.2 $810.7 $103.7 $7.2.9 $30.8 $70.7 (35.6%) $13.7 (61.9%) (4) Source: Pioneer Bose Cosa as of April 9, 2014 and Wall Street Research. Management 2014E figures updated to reflect management forecast as of August 1, 2014 FY2014 Reported EBITDA excludes $5 million adjustment related to Loss on Sale and Other Expenses, M&A expenses, Tres Amigos reserves, California Job Losses and Severance. Note: Dollars in U.S. millions. Including QB actual. Bank of America Merrill Lynch 2014E (1) Street 5754.3 69.3 $823.6 $105.4 12.8% $75.1 9.1% $30.1 3.7% $70.3 $13.7 ($7.8) (5.1) ($12.9) ($1.6) ($2.2) $0.7 $0.3 T $0.0#15Review of Projections 2014 Analyst Estimates by Quarter vs. Budget Wall Street Consensus % of Full Year EBITDA / EPS Current Management Estimate 10 Difference vs. Consensus % Difference vs. Consensus Memo Prior Management Forecast Wall Street Analysts Avondale Partners BB&T Capital Markets FBR (2) Janney Montgomery Scott Jefferies KeyBanc Stifel Nicolaus Consensus (2) Q4 FY2014 $18.9 —— 27.1% $19.3 $0.3 1.8% IOX For more investment banking materials, visit www.10xebitda.com $17.7 Reported EBITDA $19.0 17.1 18.5 NA 20.0 19.6 19.3 $18.9 FY2014 $69.9 $70.7 $0.8 1.1% Source: Pioneer Base Case as of April 9, 2014 (with 2014E figures updated as of August 1, 2014 as explained in footnote(1)) and Wall Street Research. Note: Dollars in U.S. millions. $69.1 $70.0 68.3 69.7 ΝΑ 69.0 70.8 71.6 $69.9 ir Q4 FY2014 $0.13 30.6% $0.13 $0.00 0.2% $0.08 $0.14 0.09 0.11 0.13 0.16 0.15 0.12 $0.13 Based on 2014E figures updated to reflect actual results through May as well as preliminary June results as of August 1, 2014. FY2014 Reported EBITDA excludes $5 million adjustment related to Loss on Sale and Other Expenses, M&A expenses, Tres Amigas reserves, California Job Losses and Severance. Pioneer Base Case as of April 9, 2014. EPS Bank of America Merrill Lynch FY2014 $0.42 $0.42 ($0.00) (0.7%) $0.37 $0.43 0.38 0.40 0.42 0.45 0.44 0.42 $0.42#16IOX Preliminary Valuation Considerations Bank of America Merrill Lynch For more investment banking materials, visit www.10xebitda.com Bank of Am Merrill Lyr#17Summary of Changes Compared to July 14 th Special Committee Materials Pioneer Forecast Valuation Change ■ Updated financial results for FY2014 ▪ Total revenue increased from $803mm to $811mm ■ Storm revenue increased from $63mm to $64mm ■ EBITDA increased from $67mm to $71mm I Adjusted EBITDA increased from $72mm to $76mm Increased normalized year capital expenditures from $25 million to $27 million Decreased change in working capital in the terminal year from ($4) million to ($3) million ■ Updated market data as of August 1, 2014 ■ Reduced EV/EBITDA multiples for selected publicly traded companies analysis ▪ CY2014: from 7.0x-8.0x to 6.5x-7.5x ■ CY2015: from 6.0x-7.0x to 5.5x-6.5x Expanded EV/EBITDA exit multiples for LBO analysis from 8.0x-9.0x to 7.0x-9.0x Source: Pioneer Bose Cose as of April 9, 2014. 2014E figuras updated to reflect revised management estimates as of August 1 2014. 11 IOX For more investment banking materials, visit www.10xebitda.com Commentary Bank of America Merrill Lynch ■ Management provided updated estimates for FY2014 financial results on August 1, 2014 1 2015-2018E forecast remains unchanged ■ Management provided refined ca pex estimate to also include $2 million for IT, financial system and other items in addition to $25 million for fleet maintenance ■ Working capital change aligned with lower perpetual growth rate as compared to the projected period as suggested by management ■ Multiples range brought in line with current trading levels of selected publicly traded companies and Pioneer Multiples range to reflect potential IPO exit in addition to a sale of the Company at the end of the LBO holding period#18Preliminary Valuation Considerations Equity Value Per Share $25.00 20.00 15.00 10.00 5.00 12 0.00 (2) (3) (5) [ T T Reference Points $12.49 $7.96 52-Week Low / High Closing Price Low 08/01/14 High 08/05/13 52-Wk VWAP $12.00 $10.21 $9.25- Present Value of Analyst Price Targets Price Targets $10.00 $13.00 Low Jefferies $11.75 $9.50 CY'14E EBITDA Selected Publicly Traded Companies Multiple Range E5x - 75x CY'14E Adj. EBITDA 578 mm $11.75 $9.00 CY'15E EBITDA Multiple Range E5x - E5x IOX For more investment banking materials, visit www.10xebitda.com CY'15E EBITDA $89 mm Pioneer Base Case (¹5) $20.75 $11.50 DCF Analysis (Base Case) Discount Rate 7.5% - 9.5% $13.50 $11.25 Impl. Exit Multiple 6.4x - 10.0x Selected Precedent Transactions Multiple Range JEx - BEx Term. Growth Rate FY 14E Adī. EBITDA 2.5% - 3.056 $76 mm (5) $14.50 $10.50 LBO Analysis [Base Case] Leverage 4.75x LTM EBITDA Target IRR 20.0% 25.0% Exit Multiples 7.0x 9.0x Pioneer Sensitivity Case (Information Only) (23) $23.50 $13.25 DCF Analysis [Sensitivity Case) Discount Rate 7.5% - 9.5% Term. Growth Rate 2.5% - 3.0% High FBR & Janney Montgomery Scott Source: Publicfilings, Pioneer Base Case and Pioneer Sensitivity Case as of April 9, 2014, and FactSet as of August 1, 2014. 20146 figuras updated to reflect revised management estimates as of August 1, 2014. Note: All pershore figures rounded to nearest $0.25, except 52-Wask Low/High. Based on 31.935 million common shares outstanding, 2.584 million options outstanding at an average strive price of $11.30 per share, and 0.352 million RSUS, per Pioneer Management as of July 23, 2014 and accounted for using the treasury stock method. Assumes $196.0 million in net diebt as of June 30, 2014 based on revised management estimates as of July 29, 2014. (4) Bank of America Merrill Lynch Impl. Exit Multiple 6.6x - 10.2x $17.00 $12.25 LBO Analysis [Sensitivity Case) Leverage 4.75x LTM EBITDA Target IRR 20.0% 25.0% Exit Multiples 7.0x 9.0x Court Square Offer: $12.00 Current Share Price: $7.96 Based on Pioneer Management "Base Case" forecast as prepared by Pioneer management ("Pioneer Bose Cose"), which as revised on April 9, 2014, includes $73 million of normalized storm revenue at a 30% grass margin for 2015-2018 and the following "New Opportunities - Opportunity 6, Opportunity 3, Opportunity and Opportunity I, which collectively provides FY2013 revenue and EBITDA of $32mm and $2mm respectively 20145 results updated to reflect actual results through May as well as preliminary results as of August 1, 2014. Basad on Management Sensitivity Case forecast as prepared by Pioneer management ("Pioneer Sensitivity Casa"), which in addition to the Pioneer Bose Cosa as of April 9, 2014 includes two additional "New Opportunities of Opportunity 7 and Opportunity 2, which collectively provide incremental FY2013 revanua and EBITDA of $15mm and 52mm, respectively The Pioneer Sensitivity Cose was produced for the Committee for information purposes only. The Committee has advised Bank of America Marrill Lynch that, based on the most current facts and circumstances regarding the Company's business, it does not believe that the two additional "New Opportunities included in the Pioneer Sensitivity Casa are reasonably likely to be achieved and therefore has not given material consideration to the Pioneer Sensitivity Cose. Accordingly, the Committee instructed Bank of America Marrill Lynch to disregard the Pioneer Sensitivity Case for its analysis. Discounted by one period at cost of aquity of 9.0%. FY20148 includes "$5 million adjustment related to Loss on Sale and Other Expenses, M&A expenses, Tres Amigas reserves, California Job Losses and Severonce. CY2014E includes half of the "$3 million adjustment due to calendarization.#19Preliminary Valuation Considerations Wall Street Research Perspectives FBR & Co. 13 Janney Montgomery Scott BB&T Jefferies Broker Avondale Partners Stifel Nicolaus KeyBanc Mean Source: Wall Street rasnovch. Date 5/7/2014 5/7/2014 5/7/2014 5/6/2014 5/6/2014 5/7/2014 5/7/2014 IOX For more investment banking materials, visit www.10xebitda.com Recommendation Buy Buy Buy Hold Hold Hold Hold Price Target $13.00 13.00 12.00 10.00 11.00 1 $11.80 Bank of America Merrill Lynch Price Target Methodology 8.5x CY2014 EV / EBITDA 8.2x FY2015 EV / EBITDA 7.2x CY2015 EV / EBITDA 6.5x CY2015 EV / EBITDA 7.0x FY2015 EV / EBITDA#20Preliminary Valuation Considerations Selected Publicly Trading Companies (1) (2) (3) Price as of 8/01/2014 14 Price as 96 of 52 Wk High Price as % of 52 Wk Low Market Value Enterprise Value (4) Moody's Credit Rating EV / CY 2014E EBITDA (2) EV / CY 2015E EBITDA (2) Price/CY 2014E Earnings Price / CY 2015 E Earnings LT EPS Growth Rate (2) (2) Net Debt / CY 2014E EBITDA Net Debt / CY 2015E EBITDA Source: Company filings and FactSet as of August 1, 2014. Note: Dollar amounts in U.S. milions except par shore amounts. Pioneer $7.96 63.7% 100.5% $257 $491 NA 6.4x 5.6x 15.1x 11.5 3.1x 2.7x 1 MYR $25.11 92.5% 117.6% IOX For more investment banking materials, visit www.10xebitda.com $554 $5.00 NA 5.8x 5.4x 16.1x 14.5x 9.7% -- (0.6x) (0.6x) GUA $11.58 85.2% 162.9% $596 $796 83 6.5x 5.7x 15.0x 10.8x 1.6x 1.4x AEGION $23.06 90.5% 120.5% $886 $1,137 NA 8.3x 7.2x 15.0x 12.3x 13.3% 1.7x 1.5x DYCOM $28.12 83.996 118.7% $995 $1,389 Ba2 7.0x 6.1x 20.5x 15.0x 12.9% 2.0x 1.7x EMCOR MasTec $40.82 85.4% 112.6% $2,782 $2,704 Bal 7.2x Enterprise Value = Market Value of Equity + Short-tarm Diabt + Long-term Debt + Preferred Equity + Minority Interest Cash and Morlatobla Sacurities. Estimates obtained from Wall Street research and colendorized when necessary Based on Wall Street research. Excluding Pionear. 6.5x 15.Ex 13.7x 12.6% (0.2x) (0.2x) $27.15 61.4% 101.9% $2,144 $3,034 Ba2 6.7x 5.5x 14.9x 11.0x 12.3% 1.6x DULITE SERVIERE $33.83 91.3% 1 1 132.3% $7,340 $7,084 WR 9.2x 7.4x 17.1x 14.3x 12.8% (0.3x) (0.3x) 1 H I 1 1 1 ! I 1 1 I 1 I Bank of America Merrill Lynch Mean (4) 1 7.3x 6.3x 16.3x 13.1x 12.3% 0.9x 0.7x Median (4) I 1 7.0x 6.1x 15.5x 13.7x 12.7% 1.6x 1.4x 1 1#21Preliminary Valuation Considerations Selected Precedent Transactions in Services Announced 15 Sep-13 Dec-12 Jul-12 Jun-12 Feb-12 Aug-11 May-11 May-11 Apr-11 Jan-11 Oct-10 Jun-10 Jun-10 Mar-10 Nov-09 Jun-08 Close Date Oct-13 Dec-12 Feb-13 Jul-12 May-12 Aug-11 Jun-11 Jun-11 Jun-11 Jan-11 Oct-10 Jun-10 Sep-10 Jul-10 Jun-10 Sep-08 Source: Publicly available information. Note: Dollar amounts in U.S. milions. Target Utilities Services Associates Power Holdings The Shaw Group UC Synergetic, Inc. Flint Pine Valley Power MacTec USM Services Holdings Peak Energy Fisk Electric Valard Construction Ltd. Klondyke Construction LLC Scott Wilson Group InfrastruX Group AREVAT&D Shaw Energy IOX For more investment banking materials, visit www.10xebitda.com Acquiror First Reserve Kelso & Co. Chicago Bridge & Iron Pike Electric URS Pike Electric AMEC EMCOR Group Clean Harbors Tutor Perini Quanta Services Pike Electric URS Willbros Alstom SA Pike Electric Transaction Value $1,900 70 1,462 25 280 255 207 105 219 17 319 604 4,967 24 Mean Median LTM 7.0x 7.0 10.6 7.0 5.9 - 5.5 5.5 9.3 5.7 7.1x 6.5x Bank of America Merrill Lynch EV/EBITDA NTM VI 7.5x 7.4 7.5x 7.5x#22Preliminary Valuation Considerations Selected Precedent Transactions in Engineering & Construction Ann. Date 7/13/14 3/12/14 16 1/13/14 12/11/13 Muray & Roberts Holdings Ltd. 9/8/13 7/29/13 1/7/13 12/28/12 7/30/12 6/7/12 12/21/10 12/13/10 6/28/10 9/17/08 2/11/08 5/27/07 Acquirer AECOM War Global Inc. Amec Fic 5/15/07 2/8/07 10/6/04 (2) (3) Jacobs Engineering 9/26/11 5/18/11 5/718/11 Charterhouse Capital Partners Energy Capital Partners Granite Construction Chicago Bridge & Iron GENIVAR URB Integrated Mission Solutions Michael Baker Corporation CH2M HIll AMEC Jacobs Engineering Wood Group URA Balfour Beatt ABCOM Target CH2M Hill Worley Parsons Worley Group URB Corp KRG Capital Partners Foster Wheeler AG Sinclair Knight Merz Energy Solutions Kenny Construction The Shaw Group W&P Group Fint Energy Services Halcrow MACTEC Environmental Resources Management Aker Solutions Scott Wilson Parsons Brinckemo Earth Tech Washington Group VECO 4 Colt Engineering Parsons E&C Corporation Target Decoription Provides angaring, construction, and technical services for public agencies and private sector companies around the world Provides engineering services to the energy and instructure and markets in Western Canada Provides animaring and construction, as well as power generating equipment busintis worldwide. The comapny design, engineers, and constructs ombone and offshore upstream cil and gas processing facilities, as well as related infrastructure Provides engineering and construction contracting, and procurement and construction services primarily to the land gan, and mineral sectors in Australia, Papua New Guinea, and South East Asia Provides engineering, strategic consulting, and project delivery services and serves defense, emergy, environment, industry, mining and metals, power, social infrastructure, transport, and water market sectors worldwide Provides animating services for public and private sector dlients including services for surface Tramportation, aviation, rail & tramit, defami environmental architecture, peripatall information technology, homeland security oil & gas, telecom & utilities, water and urban development märkets Provides sale recycling, processing & disposall of nuclear material to the U.S. Department of Energy, commercial utilities, medical & research facilities. Openales and provides nuclear decommissioning services for 22 nuclear power plants in the UK. Provides general contracting and construction management services in the United States, Canada, and Europe. Provides technology engineering, procurement, construction, maintenance, fabrication, manufacturing, consulting, remediation and facilities management. services primarily for the power and infrastructure markets Multi-disciplinary professional services consultancy specializing in building, transport & infrastructure, management & industrial and energy & embomment, providing a full range of services from planning to dig, delivery and asset management Prev sa range of integrated products transportation and maintenance SEVICES I services for the oil and gas industry including production services; infrastructure construction; cild Provides engineering, planning, design and management services for infrastructure development worldwide Provises environmental planning, andesment & remediation, infrastructure engineering, water resources & comb, support services Provides environmental, health, safety, risk and social consulting services globally Provides engineering and construction services, Dechnology products and integrated solutions to the onshore oil & gas, refining & chemicals, mining & metalandergy & environmental industries Provides engineering, operations, and maintenance services to the owners of energy assets globally Source: CapitoNG anal Campanytings. Note: US Dollars in milions. (4) JEC 9/8/13 press release indicated approximately US$1.2on purchase price for Sinclair Knight More (SKM), reflecting enterprise val. of US$1.1on. Assumes auch. rate of USD/AUID 0.92 as of 9/9/13 onn. dota. Represents FV 2012 multila Financials based on FY 2011. EV/EBITDA multiple inc. pansion abilities (6.8x avd. pansion Viacilities). Provides engineering, construction, and technical services for railways, buildings and infrastructure, mairement and natural resources, and roads sections Provide comulting, planning, design & engineering, programme, project & constr, management, and operation and maintenance for infrastructure sector Provides comulting, engineering, and design, build and operate services to water/wastewater, environmental, transportation, and facilities clients globally Provides integrated engineering, construction, and management solutions to the power, minumental management, defense, oil and gas processing mining, industrial facilition, transportation, and water nimicurten sections Providen program management, combruction, engineering, procurement, operation, and maintenance services to oil and gas, mining, and power chants Provics engineering, procurement, and construction management services for the hydrocarbon industry Provides ERC and procurement and project management services services to the oil & gas, refining, chemical & petrochemical, & power industries worldwide IOX For more investment banking materials, visit www.10xebitda.com (4) Transaction Value (8 mm) 36,113 366 Pro forma for Flint Energy Services' acquisition of Carson. Subsequent to the announcement, the merger agreement was amanded in Nov. 2007 to increase the stock component. To that and, the transaction value and LTM TV/EB/TDA multiple were $3.com and 16.7x, respectively. 1100 1200 318 1,120 130 1,910 6:37 1,500 46.6 880 678 388 510 875 248 Bank of America Merrill Lynch Revenue TV / LTM In mmi Revenue EBITDA $10.700 3.315 919 1,796 1,100 1,992 790 484 1.686 E 5:23 2.340 1,300 3.407 Mein Median Mesin (Ex URB/Washington) Median (Ex URS/Wachington) 875 619 541 131 0.710 0.48 0.5.8 060 1.98 0.27 0.71 1.41 0.72x 0.72 CUCH 8.7x 10.1 00 85 9.1 11.7 7.2 7.0 15.9 8.3x 7.8 BLO#23Preliminary Valuation Considerations Preliminary Discounted Cash Flow Analysis Pioneer Base Case - Perpetuity Growth Rate Method Revenue % Growth EBITDA % Margin Less: Depreciation & Amortization EBIT % Margin Less: Income Taxes Tax-effected EBIT Plus: Depreciation & Amortization Less: Capex, Net Less: Change in Working Capital Unlevered FCF % Growth Discount Rate 7.5% 8.5% 9.5% Discount Rate 7.5% 8.5% 9.5% Discounted Cash Flows '15E - ¹18E $88 87 85 Net Debt ($196) (196) (196) ↓ I IOX For more investment banking materials, visit www.10xebitda.com 2.50% $725 584 485 2015E $871 16.6% 581 9.3% $18.46 14.41 11.43 (41) $39 4.5% (16) $24 41 (29) (6) $30 Fiscal Year Ending June 30, 2016E 2017E $1,010 5.8% $103 10.2% $955 9.7% $97 10.2% $765 611 504 (41) $56 5.8% (2) PV of Terminal Value at a Perpetual Growth Rate of 2.75% 3.00% (22) $33 41 (53) 19 $13 (57.6%) $809 641 525 Equity Value per Share at a Perpetual Growth Rate of 2.50% 2.75% 3.00% $19.60 $20.87 15.20 16.03 12.00 12.61 (40) $63 6.3% (25) I I T I $38 40 (41) (8) $28 126.4% 2018E $1,050 3.9% $109 10.3% (40) 2.50% $813 671 570 569 6.6% (28) 8.9x 7.5 6.4 541 40 (45) (4) 12.1% $32 Normalized Year $1,050 $853 698 589 Enterprise Value at a Perpetual Growth Rate of 2.75% 3.00% 9.4x 87 7.8 $109 10.3% 6.7 Source: Pioneer Bose Cose as of April 9, 2014. 20145 figures updated to reflect revised management forecast as of August 1, 2014. Note: Dollars in milions. Assumes valuation as of June 30, 2014, mid-year discounting methodology, 40% tax rate and nat debt as of June 30, 2014 par revised management estimates or of July 29, 2014. (1) Normalized Year copax is comprised of $23 million for fleet maintenance and 51.3 million for IT/financial systems and other itams. Depreciation is assumed to qualcopex in the Normalized Hear (3) Includes present value of 2019 tax-affected deferred compensation payment of $2.7 million, assuming a 40% tax rate. 17 (27) Implied EBITDA Multiple at a Perpetual Growth Rate of 2.50% 2.75% 3.00% $82 7.8% (33) $49 27 (27) (3) $46 $898 727 610 10.0x 8.2 7.0 Bank of America Merrill Lynch#24Preliminary Valuation Considerations Weighted Average Cost of Capital Analysis Barra Betas of Selected Companies Quanta Services Emcor Mas Tec Dycom Aegion MYR Group Willbros Group Average Pioneer Selected Companies Levered WACC Sensitivity Net Debt / EBITDA 0.0x (3) (3) (5) (6) (7) 18 3.0 Net Debt! Eq. Val. 0.0% 15.8% 37.6% 68.6% (1) 1.31 1.32 1.68 1.30 1.40 1.13 1.51 1.38 1.42 Net Debt! Net Cap. 13.7% 27.4% 41.0% 47.8% Beta Unlevered (2) 1.31 1.32 1.32 1.03 1.18 1.13 1.24 1.22 0.95 Est. Cost of Debt (8) 5.50% 5.75% 6.00% 6.25% Equity Mkt. Cap $7,340 2,782 2,144 995 886 554 596 $2,185 257 0.80 6.97% 6.81% 6.69% 6.62% 6.59% IOX For more investment banking materials, visit www.10xebitda.com Net Debt/(Cash) ($256) (78) 890 395 251 (54) 199 $192 196 7.46% 7.27% 7.13% 7.03% 6.99% Nota: Dollars in millions. Source: Public company filings, Barra, and Ibbotson 2014. (4) For each selected company, represents Bata as sourced from Barra. Unlevered Bato = Lavared Bato(1 + ((4- Tox Rota) * Nat Dabt/Equity)). Uniavared Bato Lavared Bato for company's with a net cash position. Twenty Year U.S. Government Bond Yield as of August 1, 2014. Net Debt / Net Cap (3.6%) (2.9%) 29.3% 28.4% 22.1% (10.9%) 25.1% 12.5% Geometric Mean ERP 0.90 43.2% Represents range of cost of det for an ilustrative WACC range. Assumes $196.0 million in net debt as of June 30, 2014 based on revised Pioneer Management estimates as of July 29, 2014. 1.00 7.95% 7.74% 7.57% 7.44% 7.39% 1.10 8.44% 8.20% 8.01% 7.85% 7.79% Calculating WACC Cost of Equity Risk Free Rate (3) Unlevered Beta Levered Beta (4) Historical Risk Premium Cost of Equity Pre-tax Cost of Debt Tax Rate After-Tax Cost of Debt (5) Target Net Debt/Total Net Cap. WACC 0.80 8.60% 8.35% Represents levering of the Unlevered Bato with Laverad Bato (Unlevared Bato)*(1+(1-Tox Rota"(Net Diabt/Equity)). Lavarad Bato Unavarad Bata at a hypothetical capital structure with no debt. After-tax cost of debt at 40% tax rate. 8.14% 7.98% 7.92% Bank of America Merrill Lynch 9.29% 9.01% 8.76% 8.56% 8.48% ERP Average Geometric 3.03% 0.95 1.04 8.14% 5.75% 40.00% 3.45% 13.7% 7.49% Arithmetic Mean ERP 0.90 1.00 9.99% 9.67% 9.38% 9.14% 9.04% Arithmetic 3.03% 0.95 1.04 6.98% 10.25% 5.75% 40.00% 3.45% 13.7% 9.32% 1.10 10.69% 10.32% 10.00% 9.73% 9.61%#25LOX Go-Shop Considerations Bank of America Merrill Lynch For more investment banking materials, visit www.10xebitda.com Bank of Am Merrill Lyn#26Go-Shop Considerations Proposed Go-Shop Process July W 2 6 7 9 13 14 15 16 17 S 19 5 M T 1 20 21 22 23 24 S 77 27 28 29 30 31 M T Th F 00 3 10 August W 3 [4] 5 6 10 11 12 13 17 18 19 20 21 24 25 26 27 31 U.S. Holiday Th September W Th 4 11 18 25 F 1 8 Announcement Date 5 5 F 299 12 19 M T 1 2 31 41 5 8 9 10 11 12 13 19 20 14 15 16 17 18 21 22 23 24 25 26 27 28 29 30 26 7 14 15 16 22 2.3 28 29 30 5 NO Nas 6 End of Illustrative Go-Shop Period Date August 4 August 4-8 August 9-29 September 1 September 2-3 September 4 September 14 -17 Days Remaining in Go-Shop After Step IOX For more investment banking materials, visit www.10xebitda.com 30 25 6 3 1 0 -14 Illustrative Announcement Date ■ Distribute teaser and non-disclosure agreement ("NDA") to prospective buyers via e-mail Initiate outbound calls to prospective buyers ■ Negotiate NDA with parties who express an interest in acquiring the company ■Upon execution of NDA, provide access to a virtual dataroom ("VDR") ■ Distribute management presentation materials Schedule in-person / telephonic management presentations / Q&A sessions, as appropriate I ■ Conduct management presentations and Q&A sessions ■ Management to respond to buyer questions and facilitate follow-up due diligence activities ■ Send formal process letter outlining requirements for initial indications to interested parties " ■ Events ■ Bank of America Merrill Lynch ■ ■ Valuation Form of consideration Sources of financing Marked contract Confirmation that due diligence is substantially completed Key buyer timing constraints (e.g., approval process, regulatory) Initial non-binding indications, including marked merger agreement, due no later than September 4 ■ Review non-binding indications with Special Committee Identify indications which Special Committee determines are or would reasonably be expected to result in a Superior Proposall Source: Draft merger agreement dated August 1, 2014. A definitive agreement entered into with a buyer resulting from the go-shop process (and with any Excluded Party) is subject to the 2.5% termination fee. All other Company terminations are subject to the 4% termination fee. (1) Date by which potential buyers can submit written offers in order to qualify as Excluded Parties with whom Pioneer can continue to negotiate for the next 14 days 1 Potential buyers determined to be Excluded Parties can continue negotiating definitive agreement ■Finalize and sign agreement with new buyer and terminate agreement with Court Square, if applicable, subject to Court Square "matching" rights#27Go-Shop Considerations Key Marketing and Diligence Materials / Activities Based on Public Data Post Execution of a Non-Disclosure Agreement Source: Pioneer Management. 20 Teaser Buyer Call Management Presentation/ Meeting Financial Model Virtual Dataroom Follow-Up Due Diligence Activities - Summary of information on the business, investment highlights, deal with Court Square and go-shop process To be sent to potential buyers on day 1 of go-shop period L I Scripted call to potential buyers Similar content as teaser document Potential to assess interest of buyer to participate in go-shop process Bank of America Merrill Lynch Management Presentation to be sent to potential buyers I In-person / telephonic meetings with management to discuss management presentation on specific topics/ Q&A as requested by buyers Model with financial projections of 2014-2018 and update on 2014 performance to be sent to potential buyers ■ Virtual dataroom based on Court Square dataroom ■ Initially restrict access to competitively sensitive information for potential buyers with a strategic interest in the sector Facilitate follow-up due diligence activities as appropriate LOX For more investment banking materials, visit www.10xebitda.com#28Go-Shop Considerations Summary of Potential Buyers 21 Financial Strategic 1 ■ AEA ■ American Securities ■ ■ 7 1 Advent International Berkshire Hathaway Berkshire Partners Bilfinger 1 Blackstone ■ Carlyle 7 1 7 Apollo Ares/ Angeleno Group Bain Capital BC Partners ■ Edgewater Funds ■ 7 1 CCMP Capital CD&R Energy Capital EQT First Reserve Goldman Sachs PE Hellman & Friedman I-Squared Capital Jordan Company ■ Aegion ■ Dycom 1 Emcor 1 Ferrovial Granite ■ Kalpataru Mastec IOX For more investment banking materials, visit www.10xebitda.com Potential Buyers 7 ■ 1 New Mountain Capital Oak Hill Capital Oaktree Capital ■ Odyssey Investment Partners 7 Olympus Partners ■ 7 7 I 1 Kelso & Company Kohlberg & Company KRG Capital Leonard Green Madison Dearborn 1 OMERS Private Equity ONEX Teachers Private Capital River Stone Skanska TA Associates TPG Transfield Services Trilantic Veritas Capital Warburg Pincus ■ MYR Group 1 Quanta Services 1 Southwest Gas ■ Spie L Valmont ■Willbros Worley Parsons Bank of America Merrill Lynch#29Go-Shop Considerations Potential Strategic Buvers Name AEGION™ DYCOM INDUSTRIES THE EMCOR ferrovial GRANITE KALPA-TARU POWER TRANSMISSION Potentially Reduced Disclosure (²) Enterprise Value ($MM) $1,137 1,389 2,704 23,635 1,412 707 Company Contact LOX For more investment banking materials, visit www.10xebitda.com David Martin CFO David Morris SVP, General Counsel Steve Nielson CEO Anthony Guzzi CEO Iñigo Meirás CEO Santiago Olivares Ferrovial Servicios CEO Jim Roberts CEO Manish Moh not Executive Director 1 N 2 M ■ ■ Source: FactSet as of August 1 2014. (4) Pioneer management has recommended to initially restrict compatitively sensitive information to parties with strategic interest in the sector. 22 Rationale to Include Bank of America Merrill Lynch Actively pursuing acquisitions, although electrical T&D less of a focus CEO recently resigned Pioneer would add diversification Recently acquisitive National E&C player with broad services portfolio Recently acquired RepconStrickland (turnaround maintenance, engineering and construction services to energy companies) Actively looking for acquisitions in North America Expressed interest in industrial services assets, particularly around electrical T&D Typically do not pay full multiples Recently entered T& D market with acquisition of Kenny Construction Have targeted this end market for further investment and growth Has been actively looking for acquisitions in America Familiar with electrical T&D assets Looking to build business in U.S. that has both a service and manufacturing component#30Go-Shop Considerations Potential Strategic Buyers (Cont'd) Potentially Reduced Disclosure MasTec V MYR GROUP Name QUANTA SERVICES SOUTHWEST GAS SPIE valmont WILLBROS Worley Parsons ✓ (4) ✓ Enterprise Value ($MM) $3,034 500 7,084 3,589 4,086 796 4,772 Company Contact IOX For more investment banking materials, visit www.10xebitda.com Jose Mas CEO Pablo Alvarez EVP, M&A William Koertner CEO Jim O'Neil CEO Derrick Jensen CFO Edward Janov SVP, Corporate Development Jérôme Vanhove VP, Head of M&A Brian Desigio VP, Corporate Development Randy Harl CEO Van Welch CFO Andrew Wood CEO Source: FactSet as of August 1 2014 (4) Pioneer management has recommended to initially restrict competitivaly sensitive information to parties with strategic interest in the sector. 23 Would significantly increase scale Typically do not pay full multiples 2 Acquisitions tend to be smaller 2 Rationale to Include ■ Bank of America Merrill Lynch Would diversify business mix away from transmission and round out service platform Pioneer would be a large transaction Current industry participant with deep knowledge of sector Targets acquisitions that focus on adding adjacent capabilities and/or geographies Currently has a significant services business, largely focused on pipeline distribution Has expressed interest in electrical distribution Currently focused on Europe, but would consider US post: IPO Has electrical T&D towers business ■ Services acquisition is less of a focus Current industry participant that knows industry well Pioneer would be a large transaction 7 Strong capability in T&D 1 Actively looking to expand in North America Recent profit downgrade may impact acquisition appetite in the short term#31Go-Shop Considerations Potential Financial Buyers Name 24 en International may-Frigh Sonne AEA AMERICANSECURITIES APOLLO ARES ANGELENO GROUP BainCapital BC Partners Berkshire Partners Potentially Reduced Disclosure (¹) Current Fund Size ($MM) $10,800 2,000 3,640 18,400 4,700/ ~250 7,300 8,600 4,500 Company Contact IOX For more investment banking materials, visit www.10xebitda.com Stephen Hoffmeister Managing Director Gurinder Grewal Principal Louis Sharpe Managing Director Matt LeBaron Managing Director Geoffrey Strong Partner Nate Walton Principal - Ares Todd Cook Managing Director Michael Chang Partner Source: CapitaQ, Preqin and press release. (1) Pioneer management has recommended to initially restrict competitivaly sensitive information to parties with strategic interest in the sector. Jeff Dodge Director of Business Development Rationale to Include Strong focus on industrial services Experience with outsourced businesses Willing to pay for quality businesses Focused on business with EV between $200MM and $2BN Likes founder/family run companies Owns United Distribution Group (largest distributor of industrial supplies in North America) Comfortable with business, regulatory or legal complexity Focused on industrial sector Focused on E&P sector Bank of America Merrill Lynch Strong focus on Industrial and E&P investment opportunities Owns SGB-SMIT (producer of transformers for transmission and distribution) Previous experience with E&P related investments Typically focused on growth opportunities#32Go-Shop Considerations Potential Financial Buyers (Cont'd) Name Blackstone CCMP CLATION DUBILIER the edgewater funds Energy Capital FIRST RESERVE CORFUBATERN Craoman Esarts Private Biquity Group ESQUARED CAPITAL Potentially Reduced Disclosure LAV Current Fund Size ($MM) $16,200 3,500 6,250 1,400 4,300 9,000 20,300 Company Contact LOX For more investment banking materials, visit www.10xebitda.com Neil Simpkins ng Director Julia Kahr Managing Director Tim Walsh Managing Director John Warner Managing Director Nathan Sleeper Partner GeorgeJaquette Partner Gerald Saltarelli Principal Greg Jones Rahman D'Argenio Principal Neil Wizel Managing Director Scott Lebovitz Managing Director Sadek Wahba Managing Partner Thomas Lefebvre Source: Capitalo, Pragin and press release. (4) Pioneer management has recommended to initially restrict competitively sensitive information to parties with strategic interest in the sector. 25 3 Rationale to Include 7 Recently acquired Gates Corporation (provider of advanced power transmission and fluid transfer solutions by engineering products and services) Focused on E&P related investment opportunities Bank of America Merrill Lynch Experience with multi-service companies Likes margin opportunities and acquisition growth plays Owns Brand Energy & Infrastructure Services (provider of specialized services to the global energy, industrial and infrastructure markets) A Focused on lower middle market investment opportunities Very familiar with T&D industry Owns PLH Group (construction and maintenance services to electric power delivery and pipeline industries) Recent acquisitions of NESCO Holdings (specialty rental equipment) Owns Utilities Services Associates (provider of maintenance, repair and construction services for power transmission and distribution of infrastructure industry) A Owns Dixie Electric (provider of electrical infrastructure and automation services) Active in industrial sector across a wide range of transaction sizes Specialized in infrastructure related investments 77 Owns DTE Energy Services (provider of fully integrated comprehensive energy solution to energy-intensive industrial, institutional and commercial businesses)#33Go-Shop Considerations Potential Financial Buyers (Cont'd) THE JORDAN COMPANY 始 Name MDP KELSO & COMPANY KOHLBERG KRG 9 Madison Dearborn Parmers NMC OAK HILL CAPITAL PARTNERS OAKTREE CAPITAL MANAGEMENT, LLC Potentially Current Fund Reduced Size (SMM) Disclosure ✓ $3,400 3,000 1,600 2,000 6,250 4,100 3,000 3,800 5,000 Company Contact LOX For more investment banking materials, visit www.10xebitda.com Dan Pezley Vice President Chris Collins Principal Ahmed Wahla Partner Piotr Biezychudek Vice President Christian McCollum Partner Tom Souleles Managing Director Rich Copans Director Matthew Ebbel Managing Director Brian Cherry Partner Mike Harmon Managing Director Source: Capitala, Pragin and press release. (4) Pioneer management has recommended to initially restrict competitivaly sensitive information to parties with strategic interest in the sector 26 Rationale to Include 7 Focused on companies with EV between $100MM and $2BN 0 Generalist firm with a wide array of industrial holdings including both products and services Prefers to work with business owner/founder Bank of America Merrill Lynch Owns PowerTeam Services (provider of outsourced services for the maintenance, repair and installation of electric and natural gas infrastructure; merged with Power Holdings in 2013) ■ Owns Sabre Industries (manufacturer of electrical T&D towers and poles) Familiar with E&C industry Business/industrial services and energy services/infrastructure are key sectors of interest Owns United States Infrastructure Corporation (provider of underground utility locating services) 2 Interested in business services opportunities, as well as construction, and energy and power among other things Generalist firm that typically invests $100-$500 million Experienced with operating business services portfolio companies Strong focus on industrial related opportunities Experienced with working alongside business owner/founder Recently acquired Highstar Capital Team (infrastructure investment manager that invested $7.7 billion in energy, environmental services and transportation infrastructure)#34Go-Shop Considerations Potential Financial Buyers (Cont'd) Name ODYSSEY INVESTMENT PARTNERS, LLC OLYMPUS PARTNERS OMERS ENTARIO Private Equity ONEX TEACHERS" PRIVATE CAPITAL RIVER STONE TRILANTIC CAPITAL PARTNERS VERITAS CAPITAL WARBURG PINCUS Potentially Reduced Disclosure Current Fund Size (SMM) $2,000 2,500 5,200 5,000 7,700 2,200 1,225 11,200 Company Contact IOX For more investment banking materials, visit www.10xebitda.com Brian Zaumeyer Principal Paul Rubin Partner Jason Miller Principal Marl Dolfato Managing Director Manish Srivastava Partner Russell Hammond Director Baran Tekkora Partner Glenn Jacobson Managing Director Joe Benavides Principal Uzair Dossani Principal Source: Capitallo, Pragin and press release. (1) Ploneer management has recommended to initially restrict competitivaly sensitive information to parties with strategic interest in the sector 27 2 --- 1 Rationale to Include Focused on industrial investment opportunities Owns Integrated Po generator repair services) Services (provider of motor and Focused on industrial and business services related investments Owns Professional Services Industries (provider of construction testing, environmental consulting and geotechnical engineering services) Focused on companies with EV between $200MM and $1.5BN Experienced with co-investing opportunities with management Focused on industrial services Interested in consolidation opportunities Actively seeking new investment opportunities Bank of America Merrill Lynch Focused on power service and equipment among industrial opportunities Focused on E&P related opportunities Strong focus on industrials and E&P related opportunities Focused on companies with EV between $100MM and $1BN Experience with highly regulated industries Strong focus on industrial and services related investment opportunities#35Go-Shop Considerations Additional Potential Buyers Name BERKSHIRE HATHAWAY INC. BILFINGER THE CARLYLE GROUP EQT Wherey meets innovation. HELLMAN & FRIEDMAN LLC SKANSKA TA Associates TPG CARITAL FL Potentially Reduced Disclosure TRANSFIELD SERVICES (20 Current Fund Size / EV (SMM) $337,000 3,804 13,000 17,260 9,000 9,800 5,750 18,900 1,228 Company Contact IOX For more investment banking materials, visit www.10xebitda.com Gregory E. Abel Chairman, President, CEO, MidAmerican Energy Duncan Ball Joint CEO Frank Schramm Joint CEO Rodney Cohen Managing Director Glen T. Matsumoto Partner Tomas Aubell Partner Erik Ragatz Managing Director Magnus Persson Regional Manager Michael Berk Managing Director Jeffrey Del Papa Senior Vice President Cathy Gao Associate Michael MacDougall Partner Bryan Taylor Partner Graeme Hunt Managing Director, CEO Tiernan O'Rourke OFO Source: Capitano, Preqin, Factset, press release and FactSet as of August 1, 2014 (1) Pioneer management has recommended to initially restrict competitivaly sensitive information to parties with strategic interest in the sector. 28 1 7 1 Rationale to Include Contacted in previous sale process Contacted in previous sale process Contacted in previous sale process Contacted in previous sale process Focus on industrials and services sectors Contacted in previous sale process Contacted in previous sale process Contacted in previous sale process Contacted in previous sale process Bank of America Merrill Lynch#36LOX Bank of America Merrill Lynch For more investment banking materials, visit www.10xebitda.com Bank of Am Merrill Lyn#37Next Steps ■ Special Committee considers Court Square's revised offer price for Pioneer and other terms and conditions of proposed transaction ■ Weighs potential Court Square merger versus perceived risks and opportunities inherent in standalone plan as well as versus other alternatives ■ If Special Committee determines to recommend a merger with Court Square, Special Committee to: Discuss and agree on go-shop process, including: Buyers to contact Materials to provide to potential buyers (Teaser, Management Presentation and financial model) Level of access to virtual data room Recommend to the Board of Directors to approve the merger 29 Bank of America Merrill Lynch 5 1 LOX For more investment banking materials, visit www.10xebitda.com#38IOX Appendix Bank of America Merrill Lynch For more investment banking materials, visit www.10xebitda.com Bank of Am Merrill Lyr#39Appendix New Opportunities Included in Pioneer Base Case Opportunity Opportunity 6 Opportunity 3 Opportunity 4 Opportunity 1 ■ 1 E ■ ■ ■ Commentary Transmission lines out of SCANA, Pioneer providing proposal shortly and expect to pick up 50-200 miles (modeled 100 miles) Project would take 2-3 years, leased equipment lowers margins but no capex required Contract is being put out to RFP and management has a high degree of confidence that Pioneer will win the business Have contract in place and base business in model; upside from ramp up to run-rate Gross margins grow from 15% to 18%, capex already in place and in model Contract in place, have already started work with over 100 people; opportunity is additional upside Traditional T&D customer looking for an additional supplier; assume 20% margin Working with SVP of Transmission; currently in test with 10 employees Pioneer Management advised that it was not a finalist for the 7-year MSA contract but plans to bid for smaller projects with potentially higher margins Source: Pioneer Management. Note: Dollars in milions. Assumes new capital expenditures depreciated to pero over ten years. 30 IOX For more investment banking materials, visit www.10xebitda.com Revenue Gross Profit EBITDA Capex Revenue Gross Profit EBITDA Capex Revenue Gross Profit EBITDA Capex Revenue Gross Profit EBITDA Capex Subtotal: Revenue Gross Profit EBITDA Capex Forecast Performance 2015E $18.0 2015E 0.7 $2.0 0.3 0.1 2015E 0371 $7.0 1.0 0.7 4.0 2015E 6104 $5.0 8070 1.0 0.7 4.8 $32.0 4.6 2.3 2016E $22.5 2.9 1.3 2016E $2.0 0.3 0.1 2016E $14.0 2.0 2.2 5.5 2016E $15.0 3.0 3.5 9.8 $53.5 8.2 7.0 15.3 2017E Bank of America Merrill Lynch $22.5 2017E 1.2 $2.0 2017E 0.1 $14.0 2.0 2.1 2017E $15.0 3.0 3.4 $53.5 8.2 6.9 0.0 2018E $18.0 2.3 0.5 2018E $2.0 ' 0.1 2018E $14.0 2.0 2.1 2018E $15.0 3.0 3.4 $49.0 7.7 6.1#40Appendix Summary of Financial Projections - Sensitivity Case Income Statement: Non-storm-related Services Revenue 96 Growth 31 Storm-related Services Revenue 96 Growth New Opportunities Revenue % Growth Total Revenue 96 Growth Gross Profit 96 Margin EPS Cash Flow: D&A 96 of Revenue Capital Expenditures, Gross 96 of Revenue 2009A 2010A Reported EBITDA 96 Margin Memo: EBITDA (Excl. New Opportunities) 596 Business Acquisitions 96 of Revenue $461 $153 $613 $110 18.0% $96 15.7% $0.94 $37 6.0% $27 4.496 $25 4.196 $457 $5.29 (0.7%) 15.7% $504 (17.896) $47 $65 (69.5%) 38.4% $22 4.3% $22 ($0.41) $48 $68 $92 9.595 11.4% 13.4% $36 7.196 Historical $18 3.5%6 LOX For more investment banking materials, visit www.10xebitda.com 2011A $15 3.096 $594 $685 17.8% 15.4% $48 8.0% $48 $0.04 $38 6.4% $19 3.2% Fiscal Year Ending June 30, 2012A 2013A 2014E 12 I 50 $615 16.1% $71 0.0% $64 $64 $0.31 $38 5.6% $34 4.9% $17 Source: Pioneer Sensitivity Cosa as of April 9, 2014. with 2014 figuras updated as of August 1, 2014 as explained in footnote (1). Note: Dollars in milions, except per share figures. 2.5% $763 24.1% $156 121.0% $919 34.1% $147 16.0% $110 11.9% $110 $1.03 $41 4.5% $40 $70 I 1 I I I $811 (11.8%6) $7.46 (2.1%) $64 $75 (58.896) 16.8% $71 8.7% $71 $0.42 $40 4.9% Pioneer Sensitivity Case $31 2015E 3.9% $764 2.3% $104 $121 $158 $171 12.8% 13.7% 14.3% 14.7% $48 NM $887 $83 9.3% $79 $0.63 $41 4.7% $30 2016E 2017E 2018E 3.4% $826 8.296 $75 $200 NM $1,101 $1,166 24.2% 6.0% $882 6.7% $75 $210 5.1% $42 3.896 $53 $113 $122 $126 10.3% 10.5% 10.5% $91 596 $102 $40 $926 5.096 $1.18 $1.37 $1.47 3.4% $75 0.096 $201 $41 $1,202 3.0% $178 14.8% $40 3.3% (4) FY2014E estimates adjusted to reflect actual results through May as well as latest June estimates as of August 1, 2014. Capital Expenditures par Pioneer Bose Cose as of April 9, 2014. FY2014 Reported EBITDA excludes "$3 million adjustment related to Loss on Sale and Other Expenses, M&A expenses, Tres Amigos reserves, California Job Losses and Saverance. $45 3.796 I I '11-'13A CAGR Bank of America Merrill Lynch 20.0% 55.4% ΝΑ 47.2% 51.8% 51.8% NM 45.4% '13A-'18E CAGR 3.996 (13.6%) ΝΑ 5.5% 3.9% 2.8% (1.5%) 7.4% (0.8%) 2.1%#41Appendix Preliminary Discounted Cash Flow Analysis Pioneer Sensitivity Case - Perpetuity Growth Rate Method Revenue 32 % Growth EBITDA % Margin Less: Depreciation & Amortization EBIT % Margin Less: Income Taxes Tax-effected EBIT Plus: Depreciation & Amortization Less: Capex, Net Less: Change in Working Capital Unlevered FCF % Growth Discount Rate 7.5% 8.5% 9.5% Discount Rate 7.5% 8.5% 9.5% Discounted Cash Flows '15E-'18E $100 98 96 Net Debt ($196) (196) (196) F 2015E LOX For more investment banking materials, visit www.10xebitda.com 2.50% $804 650 540 $887 18.8% $83 9.3% (41) $21.05 16 13.39 $41 4.6% (16) $25 41 (30) Fiscal Year Ending June 30, 2016E 2017E $1,166 6.0% $122 10.5% $28 $1,101 24.2% $113 10.3% $848 679 561 (42) (53) (23) $9 (69.5%) PV of Terminal Value (2) at a Perpetual Growth Rate of 2.75% 3.00% $72 6.5% (29) $43 42 $897 711 584 Equity Value per Share at a Perpetual Growth Rate of 2.50% 2.75% 3.00% $22.30 $23.68 17. 18.37 14.01 14.68 (40) $82 7.0% (33) $49 40 ↓ (41) (9) $39 348.6% 2018E $1,202 3.0% $126 10.5% 2.50% (40) $904 748 636 586 7.2% (34) 9.2x 7.7 6.6 552 40 (45) 10.7% $43 Normalized Year $1,081 $948 777 658 $116 10.8% Enterprise Value at a Perpetual Growth Rate of 2.75% 3.00% (27) Foo $90 8.3% (36) 54 27 (27) (4) $50 Implied EBITDA Multiple at a 3.00% Perpetual Growth Rate of 2.50% 2.75% 9.7x 8.0 6.9 Source: Pioneer Sensitivity Case as of April 9, 2014. 2014E figures updated to reflect revised management forecast as of August 1, 2014. Note: Dollars in millions. Assumes valuation as of June 30, 2014, mid-year discounting methodology, 40% tax rate and net debt as of June 30, 2014 par ravised management estimates as of July 29, 2014. Normalized Year copax is comprised of $25 million for fast maintenance and $1.5 million for IT/financial systems and other items. Depreciation is assumed to equal copex in the Normalized for Excludes Opportunity 7 project revenue and EBITDA Includes present value of 2019 tox-affected defarred compensation payment of $2.7 million, assuming a 40% tax rate and the release of $13 million of working capital of Opportunity 7. $997 810 680 10.2x 8.4 7.1 Bank of America Merrill Lynch#42Appendix Illustrative LBO Analysis - Pioneer Base Case Sources and Uses ($14.00 Offer Price) Sources $ 55 120 297 $677 First Lien (L+375bps) Second Lien (8.75%) Equity Contribution Total Sources Equity Purchase Refi. Pioneer Debt (Revolver) Fees & Expenses Total Uses Uses IRR Sensitivity to Transaction Metrics Exit Multiple (2) 33 $10.00 28.4% 7.0x 7.5x 32.2% 8.0x 35.7% 8.5x 39.0% 9.0x 42.0% Implied LTM 2014 Multiple - 7.1x $461 197 19 $677 7.6x ✓ Offer Price Per Share $11.00 $12.00 $13.00 $14.00 13.6% 13.6% 22.4% 26.1% 29.4% 17.6% 21.1% 17.0% 13.5% 24.3% 20.1% 32.5% 35.4% 23.0% 16.5% 19.3% 25.6% 21.9% 27.3% 30.1% 8.1x % 38% 18% 44% 100% 8.5x IOX For more investment banking materials, visit www.10xebitda.com 68% 29% 3% 100% r 9.0x PF Capitalization ($14.00 Offer Price) Cash Equity Existing Pioneer Debt (Revolver) $197 New First Lien (L+375bps) New Second Lien (8.75%) Total Debt Net Debt Total Capitalization 2014E Adj. EBITDA (LTM 6/30) Credit Statistics: Total Debt/Adj. EBITDA Net Debt/Adj. EBITDA Status Quo $1 $197 196 $259 $456 $76 2.60x 2.59 (1) As of June 30, 2014 Adj. ($197) 255 120 $4 Source: Pioneer Base Casa as of April 9, 2014 and FactSet as of June 25, 2014. 2014E jfigures updated to reflect revisad management estimates as of August 1, 2014. Note: Dollars in millions. Assumes illustrative June 30, 2014 transaction close. Based on 31.939 million common shares outstanding. 2.884 million options outstanding at an average strike price of $11.30 pershare, and 0.392 milion RSUS, per Pioneer Management as of July 23, 2014 and accounted for using the treasury stock method. Assumes $195.0 million in net d'eot as of June 30, 2014 based on ravised management estimates as of July 29, 2014. Assumes Pioneer maintains minimum cash balance of 53 million. Assumes 58 million of transaction fees, $10 million of financing fees Adjustment related to Loss on Sola and Other Expenses, M&A expenses, Tres Amigos reservas, California Job Losses and Savarance. Adjustment related to Public Company Costs. Bank of America Merrill Lynch (2) Assumes elimination of public company costs of $4 to $5 million per annum during sponsor ownership Pro Forma $1 ( 255 120 $375 374 $290 $665 $80 4.71x 4.70#43Appendix Illustrative LBO Analysis - Pioneer Base Case (Cont'd) Illustrative $14.00 Offer Price Per Share Income Statement: Revenue % Growth Adj. EBITDAⓇ % Margin EBITDA % Margin Net Interest Expense Capital Expenditures, Net Balance Sheet: Cash Total Debt Cumulative Debt Paydown Credit Statistics: Total Debt / Adj. EBITDA Net Debt / Adj. EBITDA Adj. EBITDA / Net Interest Expense (Adj. EBITDA - CapEx)/ Net Interest Expense PF 2014E $811 (11.8%) IOX For more investment banking materials, visit www.10xebitda.com $80 9.8% $71 8.7% $1 $380 4.8x 4.8x Source: Pioneer Base Casa as of April 9, 2014. 20145 figures updated to reflect revised management estimates as of August 1, 2014. Note: Dollars in milions. 2015E $871 $85 9.7% $81 9.3% $23 2.9 $5 $365 3.9% 4.3x 4.3x 3.7x 2.5x Fiscal Year Ending June 30, 2016E $955 9.7% $101 10.6% $97 10.2% $24 53 $5 $364 4.3% 3.6x 3.5x 4.3x 2.0x 2017E $1,010 5.8% $108 10.7% $103 10.2% $25 41 $5 $346 8.8% 3.2x 3.2x 4.3x 2.6x FY2014E estimates adjusted to reflect actual 3 FY2014 results. 2014E Adj. EBITDA includes $5 million adjustment related to Public Company Costs, Loss on Sale and Other Expenses, M&A expansas, Tras Amigas reserves, California Job Lasses and Saverance. (2) Adjusted EBITDA includes alimination of public company costs of $3.9- $4.7 million. 34 Bank of America Merrill Lynch 2018E $1,050 3.9% $113 10.8% $109 10.3% $26 45 $5 $327 14.1% 2.9x 2.8x 4.4x 2.7x#44Appendix Illustrative LBO Analysis - Pioneer Sensitivity Case Sources and Uses ($16.25 Offer Price) Sources First Lien (L+375bps) Second Lien (8.75%) Equity Contribution Total Sources Uses Equity Purchase Refi. Pioneer Debt (Revolver) Fees & Expenses Total Uses Exit Multiple IRR Sensitivity to Transaction Metrics $12.00 7.0x 25.9% 7.5x 29.2% 8.0x 32.3% 8.5x 35.1% 9.0x 37.8% Implied LTM 2014 Multiple 8.1x $ $255 120 375 $755 $ $539 197 19 $755 Offer Price Per Share 33.1% 8.5x $13.00 $14.00 $15.00 $16.00 21.6% 18.0% 14.8% 12.0% 24.8% 21.1% 27.8% 23.9% 30.5% 28.8% 29.2% 9.0x 17.8% 20.8% 23.2% 25.7% % 34% 16% 50% 100% 9.5x LOX For more investment banking materials, visit www.10xebitda.com % 71% 26% 3% 100% 14.9% 17.6% 20.2% 22.6%, 10.0x PF Capitalization ($16.25 Offer Price) Cash Existing Pioneer Debt (Revolver New First Lien (L+375bps) New Second Lien (8.75%) Total Debt Net Debt Equity Total Capitalization 2014E Adj. EBITDA (LTM 6/30) Credit Statistics: Total Debt / Adj. EBITDA Net Debt/Adj. EBITDA Status Quo $197 $197 196 $259 $456 $76/4) 2.60x 2.59 As of June 30, 2014 Adj. Bank of America Merrill Lynch ($197) 255 120 $4 Source: Pioneer Bose Cose as of April 9, 2014 and FactSet as of June 25, 2014. 2014E figures updated to reject revised management estimates as of August 1, 2014. Note: Dollars in millions. Assumes illustrative June 30, 2014 transaction close. Based on 31.939 million commonshares outstanding, 2.884 million options outstanding at an average strike price of $11.30 per share, and 0.392 million ASUS, per Pioneer Management as of July 23, 2014 and accounted for using the treasury stock method. Assumes $195.0 million in net dat as of June 30, 2014 based on ravised monogament estimates as of July 29, 2014. Assumes Pioneer maintains minimum cash balance of $9 million. Assumes 58 million of transaction fees, $10 million of financing fees. Adjustment related to Loss on Sala and Other Expenses, M&A expenses, Tres Amigos reservas, Colijomia Job Losses and Savarance. (2) Adjustment related to Public Company Costs. 35 Assumes elimination of public company costs of $4 to $5 million per annum during sponsor ownership Pro Forma $1 255 120 $375 374 $368 $743 $80 (4.71xx 4.70#45Appendix Review of Base Case Projections - Revenue Revenue Breakdown Overhead Distribution Underground Distribution Transmission Substation Truck Fabrication Storm T&D Revenue Engineering and Siting Klondyke (Union Construction) Pine Valley (Union Construction) International New Opportunities Revenue Overhead Distribution Underground Distribution Transmission Substation Revenue Growth Breakdown Truck Fabrication Storm T&D Revenue Engineering and Siting Klondyke (Union Construction) Pine Valley (Union Construction) International 2009A $265.0 87.5 52.9 18.4 0.5 152.8 $575.1 New Opportunities Revenue $38.4 $613.5 2009A 2010A $248.0 63.6 88.8 23.7 46.6 $451.3 552.7 $504.1 2010A (8.2%) (27.3%) 30.1% 44.7% (100.0%) (69.5%) (21.5%) 37.5% (17.8%) 2011A IOX For more investment banking materials, visit www.10xebitda.com $258.0 82.9 73.5 29.7 0.5 64.5 $489.1 $75.8 28.1 1.1 $593.9 2011 A 3.8% (1.1%) 6.8% 25.5% NM 38.4% 8.4% 43.4% 17.8% 2012A $300.2 64.5 70.7 31.4 3.4 70.5 $540.7 569.2 48.3 18.9 10.1 $685.2 2012A 18.4% 2.6% (3.7%) 5.0% 608.6% 9.3% 10.6% (8.8%) 65.2% 811.2% 15.4% Source: Pioneer Bose Cosa as of April 9. 2014. Management 20148 figuras updated to reflect management forecast as of August 1, 2014. Note: Dollars in milions. 36 Fiscal Year Ending June 30, 2013A 2014E $270.8 89.0 91.8 34.8 10.8 155.9 $632.9 $155.8 99.5 24.2 6.3 $918.7 (9.8%) 6.9% 29.7% 10.5% 218.8% 121.0% 17.0% 125.3% 114.7% 28.5% (37.7%) $303.9 587.8 89.5 32.0 10.7 64.2 $568.2 Fiscal Year Ending June 30, 2013A 2014E 34.1% $154.1 45.4 43.1 (0.1) $810.7 (1.1%) (54.4%) 77.9% (101.6%) 2015E (11.8%) 5301.5 88.3 99.3 34.0 75.0 $576.1 $181.9 55.1 45.5 32.0 $870.5 12.2% (0.8%) (1.7%) (2.3%) (2.5%) 11.0% 6.3% (7.6%) (0.4%) (100.0%) (58.8%) 16.8% (10.2%) 1.4% 2015E 5.1% 21.3% 5.5% 7.4% 2016E $319.5 72.9 109.3 35.7 75.0 $612.4 $178.1 80.8 50.0 53.5 $954.6 2016E 8.0% 10.0% 10.0% 5.0% - 6.3% 10.0% 10.0% 10.0% 87.2% 9.7% Bank of America Merrill Lynch 2017E $335.5 78.7 118.0 37.5 75.0 $644.7 $192.3 85.4 54.0 53.5 $1,010.0 2017E 5.0% 8.0% 8.0% 5.0% 5.3% 8.0% 8.0% 8.0% 5.8% 2018E $352.3 82.7 123.9 39.4 75.0 $673.2 $202.0 88.7 58.7 49.0 $1,049.6 2018E 5.0% 5.0% 5.0% 5.0% 4.4% 5.0% 5.0% 5.0% (8.4%) 3.9%#46Appendix Review of Base Case Projections - Gross Margin Gross Margin Overhead Distribution Underground Distribution Transmission Substation Truck Fabrication Storm T&D Gross Margin Engineering and Siting Klondyke (Union Construction) Pine Valley (Union Construction) International New Opportunities Gross Margin Gross Margin (%) Overhead Distribution Underground Distribution Transmission Substation Truck Fabrication Storm T&D Gross Margin Engineering and Siting Klondyke (Union Construction) Pine Valley (Union Construction) International New Opportunities Gross Margin 2012A $28.8 8.5 12.8 2.1 23.8 $76.0 $7.1 6.6 2.0 (0.0) $91.7 NO 2012A 9.8% 13.2% 18.1% 8.6% 0.9% 33.7% 14.0% 10.3% 14.3% 10.8% (0.0%) 13.4% 2013A $27.2 12.0 18.6 3.5 0.3 68.6 $130.2 $13.4 9.0 (3.4) (2.0) $147.2 2013A 10.0% 17.4% 20.3% 10.1% 2.9% 44.0% 20.6% 8.8% 9.0% (14.1%) (31.8%) 16.0% 2014E $26.8 13.4 19.3 3.5 0.1 25.4 $88.6 $12.1 2.4 0.9 (0.2) $103.7 Fiscal Year Ending June 30, 2015E 2014E 8.8% 19.7% 21.8% 10.9% 1.3% 39.8% 15.6% 7.8% 5.3% 2.1% 242.7% - 12.8% $29.5 11.6 22.0 4.3 Fiscal Year Ending June 30, 2015E 22.5 $89.9 $17.3 3.4 3.0 4.6 $118.3 9.8% 17.4% 22.2% 12.7% 30.0% 15.6% 10.7% 6.2% 8.7% 14.5% 13.6% Source: Pioneer Bose Cosa as of April 9, 2014. Management 2014E figuras upolated to reflect management forecast as of August 1, 2014. Nota: Dollars in milions. 37 IOX For more investment banking materials, visit www.10xebitda.com 2016E $32.9 12.7 24.2 4.7 22.5 $97.0 $21.2 5.0 4.3 8.2 $135.7 2016E 10.3% 17.4% 22.2% 13.2% 30.0% 15.8% 11.9% 8.2% 8.7% 15.4% 14.2% 2017E $35.2 13.7 26.2 5.0 22.5 $102.5 $23.1 6.0 5.8 8.2 $145.7 2017E 10.5% 17.4% 22.2% 13.3% 30.0% 15.9% 12.0% 9.2% 10.7% 15.4% 14.4% Bank of America Merrill Lynch 2018E $38.0 14.4 27.5 5.2 22.5 $107.6 $24.3 6.9 7.2 7.7 $153.7 2018E 10.8% 17.4% 22.2% 13.3% 30.0% 16.0% 12.0% 10.1% 12.8% 15.8% 14.6%