Invalda INVL

Prospectus • Jun 6, 2024

AB INVALDA INVL PUBLIC NOTE ISSUE OF EUR 10 MILLION

6th June 2024

DISCLAIMER

This presentation and any materials distributed or made available in connection herewith (collectively, the "presentation") have been prepared by akcinė bendrovė Invalda INVL (the "Company") solely for your use and benefit for information purposes only and have not been verified, approved or endorsed by any third party. By accessing, downloading, reading or otherwise making available to yourself any content of the presentation, in whole or in part, you hereby agree to be bound by the following limitations and accept the terms and conditions as set out below.

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The presentation does not constitute or form part of, and should not be construed as, an offer, solicitation or invitation to subscribe for, underwrite or otherwise acquire, any securities of the Company or any member of its group nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of the Company or any member of its group, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. If any such offer or invitation is made, it will be done pursuant to separate and distinct documentation in the form of a prospectus and any decision to purchase or subscribe for any securities pursuant to such offer or invitation should be made solely on the basis of such prospectus and not this presentation. Any person considering the purchase of any securities of the Company must inform himself or herself independently before taking any investment decision. By accessing this presentation, the recipients will be deemed to represent that they possess, either individually or through their advisers, sufficient investment expertise to understand the risks involved in any purchase or sale of any financial instrument or any other information contained herein. This presentation should not be construed as legal, tax, investment or other advice and any recipient is strongly advised to seek their own independent advice in respect of any related investment, financial, legal, tax, accounting or regulatory considerations.

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This presentation includes "forward-looking statements", which include all statements other than statements of historical facts, including, without limitation, any statements preceded by, followed by or that include the words "targets", "believes ", "expects", "aims", "intends", "will", "may", "anticipates", "would", "plans", "could" or similar expressions or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Accordingly, any reliance you place on such forward-looking statements will be at your sole risk. These forward-looking statements speak only as at the date as of which they are made. Past performance of the Company cannot be relied on as a guide to future performance. No statement in this presentation is intended to be a profit forecast.

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SPEAKERS

DARIUS ŠULNIS

CEO of Invalda INVL

30+ YEARS OF INVESTMENT AND MANAGERIAL EXPERIENCE

PAULIUS ŽURAUSKAS

CEO of INVL Asset Management

20+ YEARS OF EXPERIENCE IN FINANCIAL MARKETS AND INVESTMENT BANKING

AT A GLANCE

AT A GLANCE: THE LEADING BALTIC ASSET MANAGEMENT GROUP

Invalda INVL is an asset management group with an open approach, which grows and develops, and creates well-being for people through its activities

KEY FACTS CREDIT HIGHLIGHTS 1. Baltic Leader in Asset Management. 30+ Years Of Superior Returns. 2. Sustainable Capital Structure Supports Long-term Growth. 3. Portfolio Diversification Through Varied Investments. 4. Additional Credit Support in a Form of Liquid Collateral. Founded in 1991, listed since 1995 €178m Net Asset Value* €963.7m Total AUM* 35 Investment professionals 100+ Employees *as of 12-31-2023 €45.8m Profit in 2023

KEY TERMS & CONDITIONS OF THE NOTE ISSUE (I/II)

Issuer
Company reg. code
LEI code
Form and status
ISIN code
Programme limit
Size of the first tranche
Type of placement
Issue price and nominal value
Minimum subscription amount
Interest rate
Interest payment dates
Subscription period
Issue date
Maturity date
Use of proceeds
Collateral
Key undertakings	• • •

KEY TERMS & CONDITIONS OF THE NOTE ISSUE (II/II)

Early optional redemption	• No early redemption option first 12 months 1% premium if redeemed between 1st and 2nd anniversary • • No premium if redeemed after 2nd anniversary
Investor put option	In case of listing failure 1% premium
Listing	Nasdaq Baltic Bond List
Lead manager	AB Šiaulių bankas
Manager	UAB FMĮ INVL Financial Advisors
Trustee	UAB Audifina
Settlement agent	AB Šiaulių bankas
Legal advisor	Law firm Norkus ir partneriai COBALT
Depository	Nasdaq CSD
Documentation related to issue	Base prospectus, decision of the Management Board of 23 May 2024, final terms, summary, other related documents (pledge agreement, trustee agreement, etc.)
Standards for financial statements	International Financial Reporting Standards (IFRS)
Lead manager contacts	Information about the placement of the Notes will be provided via: AB Šiaulių bankas: e-mail platinimai@sb.lt , or by phone: +370 5 210 3354;
Manager contacts	Information about the placements of the Notes will be provided via: UAB FMĮ INVL Financial Advisors: e-mail: seimosbiuras@invl.com, or by phone: +370 5 279 0601

BALTIC LEADER IN ASSET MANAGEMENT. 30+ YEARS OF SUPERIOR RETURNS

BALTIC LEADER IN ASSET MANAGEMENT. 30+ YEARS OF SUPERIOR RETURNS

Delivering superior riskadjusted returns, while creating a positive impact to the economic development of our region.

Since inception, the Company has paid out EUR 70.4 million (in dividends and share buy-backs).

Compound Annual Growth Rate (CAGR) is a smoothed annual growth rate that provides a consistent measure of a company's growth over a specific period. It represents the steady annual rate at which an investment or business has grown, assuming that the growth remains consistent each year, without considering any volatility or fluctuations.

ROBUST PERFORMANCE OF INVALDA INVL SHARES

SHARE DYNAMICS OF INVALDA INVL AND OMX BALTIC BENCHMARK GI INDEX

10

BALTIC PRIVATE EQUITY PIONEER SINCE 1991 1991 1995 1998 2003 2005 2008/09 2011 2014 Company established in 1991 Vilniaus baldai acquisition Valmeda established Finasta acquisition Sanitas acquisition Kauno tiltai acquisition Block of Litagra shares acquisition Valmeda exit Finasta Group exit Sanitas exit Kauno tiltai exit Vilniaus baldai exit

From 1991 to 2014 – Balance sheet investments

CONDUCTING ASSET MANAGEMENT BUSINESS UNDER THE HIGHEST REGULATORY STANDARD

with a hard cap of EUR 400m

GROUP IS BUILT ON THREE BUSINESS CORNERSTONES

DIVERSIFIED PORTFOLIO OF STRATEGIC INVESTMENTS

SUCCESS STORY OF INVL PRIVATE EQUITY FLAGSHIP FUND

PORTFOLIO OF OWN INVESTMENTS CREATES LONG TERM VALUE FOR THE SHAREHOLDERS

Owning 7.92% shares.

The largest bank in Moldova, founded in 1991, headquartered in Chisinau.

Viewed as a pillar of the country's banking system, playing an important role in its evolution.

Accounts for c. 34% of the country's banking assets and c. 37% of loans.

Serves over 20% of Moldova's population and is among the largest employers in the country with >2,400 employees.

Value of investment
2022	2023
€16.8m	€22.2m
Net gain (loss) of investment
+€1.1m	+€6.1m

Owning 48.81% shares.

The group is engaged in the primary production, cultivation and processing of agricultural products, poultry farming, supplies the market with a wide range of high-quality feed, supplements, premixes.

More than 30 years of experience in the agricultural sector.

Value of investment
2022	2023
€21.9m	€19.3m
Net gain (loss) of investment
+€3.9m	-€2.6m

+OTHERS

Alignment of interests with investors is demonstrated through substantial investments as a general partner.

complementary asset management franchise to the core banking operations.

Owning 18.45% shares.

Lithuania.

The largest independentlyowned financial institution in

A stable and consistently

growing financial partner with a special focus on business and consumer financing solutions.

The recent merger with INVL retail has added a highly

Value of investment
2022	2023
€43.0m	€57.7m
Net gain (loss) of investment
+€9.4m	+€11.9m

Value of investment
2022	2023
€34.2m	€85.4m
Net gain (loss) of investment
-€2.9m	+€4.8m

SUSTAINABLE CAPITAL STRUCTURE SUPPORTS LONG-TERM GROWTH

BALANCE SHEET
€ thousand	Group			Company
	2022	2023	Change, %	2022	2023	Change, %
Non-current assets	121,358	208,087	71	134,263	237,507	77
Current assets	22,668	10,377	-54	3,155	4,342	38
Equity	130,927	178,030	36	130,790	178,030	36
Non-current liabilities	3,599	3,815	6	2,413	2,931	21
Current liabilities	9,500	36,619*	285	4,215	60,888*	1,345
Debt ratio**	0.09	0.19	111

• Unutilized debt capacity at holding level.

* The liabilities to subsidiaries of EUR 54,976 thousand at Company level and EUR 23,570 thousand at Group level arose from the transfer of the retail business to AB Šiaulių bankas Group. During 2024 management plans to cover the liabilities through dividends from the subsidiaries and a reduction of the share capital.

** Ratio between total liabilities and total assets.

STATEMENT OF INCOME
€ thousand	Group			Company
	2022	2023	Change, %	2022	2023	Change, %
Result before taxes	15,918	50,322	216	16,119	46,204	187
Net profit	16,714	45,816	174	16,666	45,816	175
Net result attributable to holders of the parent Company	16,666	45,816	175	-	-

• Record earnings in 2023.

ADDITIONAL CREDIT SUPPORT IN A FORM OF LIQUID COLLATERAL

ADDITIONAL CREDIT SUPPORT IN A FORM OF LIQUID COLLATERAL

• Collateral consists of pledged shares in AB Šiaulių bankas, with nominal value of EUR 0.29 each.
• The collateral is worth twice the value of the investment, maintaining a Loan-to-Value (LTV) ratio below 50%.
• Based on the average market price of the Shares collateral will be revaluated semi-annually.
• The notes also have the benefit of negative pledge, indebtedness restrictions and cross default.

	Moody's ratings
Long-term deposit rating	Baa1
Short-term deposit rating	P-2
Rating outlook	Stable

ŠIAULIŲ BANKAS OVERVIEW* KEY FACTS ABOUT COLLATERAL:

Income statement
€ million	2022	2023	Change
Net Interest income	106.8	156.9	47%
Net fee & commission income	18.7	20.3	8%
Other	20.8	21.1	2%
Total Revenue	146.3	198.2	35%
Net Profit	67.5	75.4	12%
Return on Equity	16.1%	15.5%	-0.7pp

2,508 3,029 3,962 4,183 4,809 Substantial Scale Total Assets (€'m)

*Source: https://www.sb.lt/en/investors/reports/

20

ŠIAULIŲ BANKAS SHARES ARE AMONG THE MOST ACTIVE IN THE BALTICS

#3 SHARE ON BALTIC NASDAQ BASED ON YTD TRADING TURNOVER

^*Source: https://nasdaqbaltic.com/statistics/en/statistics

KEY RISK FACTORS

KEY RISK FACTORS (1)

Category	Risk	Probability
Macroeconomic and Geopolitical Risks	Exposure to geopolitical events	Medium
Macroeconomic and Geopolitical Risks	Negative economic developments in the countries in which the Group and its investments operate may affect the Group's operations	Medium
Macroeconomic and Geopolitical Risks	Risks associated with reputation of asset management industry in the Baltic States	Medium
Risks Related to Business Operations	Concentration risk due to significant investments in the banking sector	High
Risks Related to Business Operations	Risks related to limited liquidity of the Group's investments	Medium
Risks Related to Business Operations	Reliance on cash-flows from subsidiaries and other investments	Medium
Risks Related to Business Operations	Failure to attract qualified personnel or loss of key employees may affect the profitability of the Group's operations	Medium
Financial Risks	The Group's investments may significantly decline or fluctuate in value	High
Financial Risks	Risk of double loss	Medium
Financial Risks	Financing risk	Medium
Financial Risks	Liquidity risk	Medium
Financial Risks	Credit risk	Medium
Legal and Regulatory Risks	The Group's operations involve legal and regulatory risks	Medium

Please refer to full list of risks in the prospectus.

KEY RISK FACTORS (2)

Category	Risk
Risks related to the Notes	Possibility to forfeit interest and principal amount invested
Risks related to the Notes	Risk of insufficient value of the Collateral
Risks related to the Notes	Adverse change in the financial condition or prospects of the Issuer
Risks related to the Notes	Refinancing risk
Risks related to the Notes	The market price of the Notes may be volatile
Risks related to the Notes	An active market for the Notes may not develop
Risks related to the Notes	Fixed interest rate and inflation
Risks related to the Notes	Exchange rate risk
Risks related to the Notes	No assurance on change of laws or practices
Risks related to the Notes	Legal investment considerations may restrict certain investments
Risks related to the Notes	Early redemption risk

Please refer to full list of risks in the prospectus.

CONTACTS FOR INVESTORS:

Tadas Mankevičius tadas.mankevicius@invl.com

Eglė Džiugytė egle.dziugyte@sb.lt

platinimai@sb.lt THANK YOU