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Invalda INVL Investor Presentation 2011

May 31, 2011

2247_rns_2011-05-31_9284138c-afec-4a53-9d4f-e1054fc0907d.pdf

Investor Presentation

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Invalida

Preliminary results of Invalida AB group for 3 months of 2011

Vilnius, 31 May 2011


What is Invalida AB?

Invalida

  • Invalida AB is one of the major Lithuanian investment companies whose primary objective is to steadily increase the investor equity value.

Invalida actively manages its investments, exercising control or significant influence over target businesses.

More about businesses managed by Invalida in 16-27 slides and on www.invalida.lt

  • Invalida started its activity in 1991.

Its shares have been traded on the NASDAQ OMX Vilnius exchange since 1995.

More about shares of Invalida in 8-9 slides.


Invalda

Management principles

Invalda is proactively managing its investments following these principles:

  • Competitiveness and independence
    Each business of the Group must be competitive and self-sufficient, have professional teams and top managers capable of creating business visions and implementing ambitious objectives.

  • Risk segregation
    Invalda does not grant guarantees or assumes any obligations in respect of individual businesses, and individual businesses do not assume any obligations in respect of each other.

  • Diversification
    The company diversifies its investment in order to avoid any excessive risk concentration in homogeneous business sectors.

  • Transparency
    Invalda discloses information in adherence to the requirement that market participants must get equivalent information at the same time, except such cases where the publication of the information is not possible in view of obligations assumed in respect of third parties, and/or the disclosure may adversely affect the Group's or business ability to compete.

  • Avoidance of conflicts of interest
    Managers of the Group companies do not participate in the activities of their competitors.


Investment philosophy

Invalda

  • Invalda is the company driven by shareholder value creation objectives.

Invalda seeks to acquire competitive businesses that, with an influx of additional capital or management resources, may successfully further develop organically, consolidate fragmented markets or provide other possibilities to increase value.

Investing into undervalued assets that, when restructured, may facilitate significant value increase.

Invalda doesn't avoid any complex business opportunities. This is supported by its belief that the efforts will lead to good results.

  • Long-term prospects.

With a view to maximizing the investment potential to its full scale, Invalda normally pursues long-term prospects.

Invalda focuses its efforts to maximize the investment value in the long-term perspective, and offers business for sale only when they are properly prepared and become attractive to potential buyers, or having received any proposal matching the corporate future prospects.

  • A merge of different competences may potentially appreciate the investment value.

Activity sectors of Invalda Group

Invalda

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Invata

The structure of shareholders

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Votes owned as of 31-03-2011


Management

Invalda

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Vytautas Bucas - Chairman of the Board

Vytautas Bucas is a member of ACCA (Association of Chartered Certified Accountants, UK) since 2002. After graduation from his studies at Vilnius University for a period he worked at the audit firm Arthur Andersen, where, having started from an auditor assistant grew to the position of the Chief auditor. Later on, in SEB Bank he was managing the Finance and IT departments, was holding the position of the Deputy President, and a Member of the Board of the Bank. In the course of the past five years was a member of the Board of companies operating in the finance and real estate sector, also the pharmaceuticals company Sanitas, currently - member of the Board of Invalda Service and BAIP Group, Chairman of the Board of Vilniaus Baldai, Invaldos Nekilnojamojo Turto Fondas and Invalda which he joined in 2006.

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Darius Sulnis - Member of the Board, President

Darius Sulnis acquired his Master's degree in accounting and audit at Vilnius University. He has for eight years managed the financial brokerage firm Finasta, and for four years - a real estate company Invalda Nekilnojamojo Turto Valdymas. Furthermore, Darius Sulnis has been a member of Boards and Supervisory Boards of a number of Polish, Latvian and Lithuanian companies. Currently Darius Sulnis is the President and a member of the Board of the investment company Invalda. Also he is for a considerable period of time a Member of the Boards of Vilniaus Baldai, Sanitas, Umega, Invaldos Nekilnojamojo Turto Fondas.

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Dalius Kaziunas - Member of the Board

Dalius Kaziunas holds a Master's degree in economics, graduate of Vilnius University. Dalius Kaziunas has for more than 10 years worked at the financial brokerage firm Finasta, of which was its General Manager for six years. In 2008-2009 he was General Manager and Chairman of the Board of the Bank Finasta. For the past two years Dalius Kaziunas has been working as an advisor for Invalda, and is a Member of its Board, as well as Member of the Boards of Ineturas, Invalda Service, Vilniaus Baldai, Kelio Zenklai, BAIP Group.

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Information about Invalda AB shares

Invalda

Total number of securities 51 659 758 (units)
Nominal value 1 LTL
ISIN LT0000102279
Name IVL1L
Exchange NASDAQ OMX Vilnius
List BALTIC MAIN LIST

The company has issued convertible bonds of 32.44 m LTL in nominal value; after converting, the authorized capital could increase by 5.898.182 shares of 1 LTL in nominal value.

Capitalization, m EUR

2010 IQ 2011 IQ
Price of shares, EUR:
- open 0.533 2.000
- highest 0.941 2.120
- lowest 0.521 1.750
- last 0.860 1.920
Turnover, m EUR 1.80 1.58

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Trading in shares

Invalid

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OMXV index is an all-share index consisting of all the shares listed on the Main and Secondary lists of the NASDAQ OMX Vilnius with exception of the shares of the companies where a single shareholder controls at least 90% of the outstanding shares.

Dow Jones Stoxx EU Enlarged TMI index cover approximately 95% of the free float market capitalisation of the New Europe countries, including Bulgaria, Cyprus, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Romania, Slovakia and Slovenia.


Invalida

Financial results


Key events

Invalda

  • On 23 May 2011 an agreement for the sale of shareholding in AB Sanitas to Valeant Pharmaceuticals International, Inc. was signed.

Invalda will sell 26.5% shareholdings in AB Sanitas, in exchange of EUR 82.5-84 million (LTL 285-290.1 million), or 10-10.18 EUR (34.53-35.15 LTL) per share payable by Valeant.

Taking into account share price adjustment mechanism set out in the agreement signed on 24th October, 2008, (regarding sale of 20.3 % of the share capital of AB Sanitas) total proceedings of AB Invalda from Sanitas shares will amount to EUR 89.8-92.2 million (LTL 310-318.3 million) (based on the official LTL/USD exchange rate as of 24 May 2011).

The share sale and purchase agreement includes the mechanism of the possible price correction based on certain adjustments at closing, which is expected to take place no later than 30th September 2011.

The preliminary net gain in the consolidated financial statements of AB Invalda group and standalone financial statements of AB Invalda is approximately EUR 52.1-54.5 million (LTL 179.9-188.2 million) and EUR 58.1-60.5 million (LTL 200.5-208.8 million) respectively.

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Key events

Invalida

In April a merger of Trakcja Polska and Tiltra Group completed

Invalida sold 44.8 percent stake in Tiltra Group and 43.4 per cent stake in Kauno Tiltai AB for 314.1 mPLN and acquired 12.5 per cent stake in Trakcja Polska for 132.3 mPLN, Trakcja Polska bonds for 119.8 mPLN and got 62 mPLN in cash.

Preliminary positive result in consolidated financial statements of Invalida Group is approximately 152 mLTL, standalone company – about 199 mLTL.

Proceedings paid to Invalida AB for shares in Tiltra Group AB and Kauno Tiltai AB might be reduced by not more than 60.6 mPLN, depending on the financial results of the years ending 31 March 2011 and 31 March 2012.

12


Other events

Invalda

  • New companies joined the group during 1 quarter.

Group company from the Sate Property Fund acquired 51 percent of Lauko Gelininkystes Bandymu Stotis shares for 911 thousand LTL.

A company Inreal GEO, which will provide land geodetic measurements services, was established.

A new facility management sector, which includes Invalda Service UAB and Priemiestis UAB, was set in the financial statements of Invalda.

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Activity results of Invalida AB

Invalida

Consolidated Parent company
mLTL 2010 Q1 2011 Q1 2010 Q1 2011 Q1
Assets 572.1 611.3 316.6 310.9
Equity 151.4 208.9 94.8 84.8
Liabilities 420.7 402.5 221.8 226.1
Profit (loss) for the period 2.6 8.2 -1.5 -1.0
Attributable to equity holders of the parent company -1.5 6.4 -1.5 -1.0

detailed in 15 slide


Invalda

Equity and liabilities

Invalda A8, mLTL 2010 Q1 2011 Q1
Equity 94.8 84.8
Liabilities to financial institutions 144.8 138.9
from this long term 118.9 94.1
Liabilities to group companies 32.5 51.3
Bonds 35.9 32.4
Other liabilities 8.6 3.5
Total liabilities 221.8 226.1
Total equity and liabilities 316.6 310.9

Preliminary results by sectors

Invalda

Effect of the group's sectors on the profit (loss) statement of Invalda

Part of net profit (loss)

attributable to Invalda calculated in proportion to capital held by Invalda, applying equity accounting method.

mLTL 2010 Q1 2011 Q1
Pharmaceuticals 4.0 4.2
Road construction -6.4 -
Real estate -1.3 0.3
Facility management 0.1 0.1
Furniture manufacturing 5.0 4.9
IT -0.9 -0.2
Other -2 -2.9
Total -1.5 6.4

Since the road construction sector was classified as held for sale, its influence on the results of Invalda for the first quarter of 2011 wasn't calculated


Pharmaceuticals sector (Sanitas AB)

(1)

Invald

2010 Q1 mLTL 2011 Q1 mLTL Change, mLTL Change %
Sales 80.2 89.7 9.5 11.8
Net profit 15.2 15.7 0.5 3.3
Capitalization 406.9 553 146.1 35.9
  • Sanitas' shares are listed on NASDAQ OMX Vilnius stock exchange.

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Turnover and price of Sanitas' shares, EUR

More information about company's activities and results are provided on www.sanitasgroup.com


Pharmaceuticals sector (Sanitas AB)
(2)
Invalda

The main event

An agreement for the sale of 87.2 percent shareholding in AB Sanitas to Valeant Pharmaceuticals International, Inc. was signed.

Enterprise value – 365 mEUR, share value – 315 mEUR.

The closing is expected to take place no later that 30 September 2011.

Pharmaceuticals sector of Invalda group

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Road and bridge construction

(1)

Invalda

A merger of Trakcja Polska and Tiltra Group completed.

In November 2010 it was announced about the activities merger of Tiltra Group and the Polish railway infrastructure construction market leader Trakcja Polska S.A.

Total amount of the deal - 777.536 mPLN.

The part of Invalda before the expenses related to the deal - 314.1 mPLN.

Invalda sold 44.78 per cent stake in Tiltra Group and 43.36 per cent stake in Kauno Tiltai AB and subsequently acquired:

  • 12.5 percent stake in Trakcja Polska for 132.3 mPLN;
  • 59.9 m nominal value bonds of Trakcja Polska, annual interest rate – 7%, maturity date – 12 December 2013;
  • 59.9 m nominal value bonds of Trakcja Polska, annual interest rate – 7%, maturity date – 12 December 2014;

Remaining 62 mPLN was paid to AB Invalda in cash.


Road and bridge construction

(2)

Invalda

Proceedings paid to Invalda might be reduced by not more than 60.6 mPLN, depending on the financial results of Tiltra Group for the years ending 31 March 2011 and 31 March 2012.

During the financial year which ended in 31 March 2011, Tiltra Group had to achieve 109 mPLN EBITDA and 63 mPLN net profit.

During the financial year which ends in 31 March 2012, Tiltra Group has to achieve 119 mPLN EBITDA and 67.5 mPLN net profit.

In case of not reaching these rates, the price will be reduced by the larger value:
- the amount of net profit failed to reach * 4
- the amount of EBITDA failed to reach * 3

TRAKCJA POLSKA S.A.

TILTRA

KAUNO TILTRA GROUP

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Invalda

Furniture manufacturing (Vilniaus Baldai AB)

(1)

2010 Q1 mLTL 2011 Q1 mLTL Change, mLTL Change, %
Sales 43.2 56.6 13.4 31
EBITDA 9.8 9.2 -0.6 -6
Net profit 7 6.9 -0.1 -1
Capitalization 58.3 128.8 70.5 121
  • Shares of Vilniaus Baldai are listed on NASDAQ OMX Vilnius stock exchange.

Turnover and price of Vilniaus Baldai shares, EUR

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More information about company's activities and results are provided on www.vilniausbaldai.lt


Furniture manufacturing (Vilniaus Baldai AB)
(2)
Invalda

Trends

Increased sales offset the decline in margins on the rising prices of raw materials.

The company generated stable cash flows from its activities.

15.5 mLTL allocated for dividends, which is 4 LTL per share.

Furniture manufacturing sector of Invalda group

72.01%

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Invalid.

Real estate sector

(1)

Excluding companies that were sold in 2010.

Valuation is made at the end of the year.

mLTL 2010 Q1 2011 Q1
Value of real estate 251.2 249.6
Shareholders' equity (incl. loans from Invalda) 119.1 118.9
Loans from credit institutions 144.3 141.1
Rent income 4.7 4.2
from this owned by clients 1.3 1.2
Change of the real estate value 0 0
Companies' sale result, allowance and other non-monetary items 1.7 1
Result of the real estate sector 1 0.3

Real estate values

☐ Agricultural land
■ Residential
☐ For development
☑ Commercial

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Real estate sector

(2)

Invalda

Trends

Rental income decreased during the year, but a trend of stabilization is observed if compared the first quarter of 2011 to the fourth quarter of 2010.

Established company Inreal GEO, which will provide cadastral services.

New construction of 17 flats apartment in Vilnius, Valakampiai district, was launched.

Amendments to the credit agreement with Nordea bank were signed. Liabilities' fulfillment term was extended for 3 years.

Real estate sector of Invalda group

Service companies

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Invalda

Nekilnojamojo

Turto Valdymas

Investors

The main companies: Invaldos Nekilnojamojo Turto Fondas, Naujoji Svara, Ineturas, Ekotra


Facility management sector

Invalida

Aggregated results of Invalida Service and Priemiestis

From 1 quarter 2011 facility management sector is determined as separate sector in the financial statements of Invalida.

The group didn't own Priemiestis in 1Q of 2010

mln. Lt 2010 Q1 2011 Q1 Change, mTL
Sales 1.4 2.3 0.9
EBITDA 0.2 0.2 0
Net profit 0.1 0.1 0

Facility management sector of Invalida group

in service

INVALDA SERVICE

PRIEMIESTIS

pastaty ükio valdymas


Information technology sector

(1)

Invald:

  • Consolidated results of BAIP Group
mLTL 2009 2010 Change, mTL
Sales 2.8 8.4 5.6
Net profit before investment amortisation and share based payment expenses. (0.8) (0.1) 0.7
Net profit (1.2) (0.3) 0.9
  • 2011 events:

A loss was suffered in the first quarter due to seasonality, but the growing turnover and increasing the number of stable services allowed to improve the results significantly.

BAIP together with Vilnius University held European Grid Infrastructure users forum.

BAIP designed and introduced at Vilnius University a supercomputer, which will allow scientists to perform a new quality of multidimensional calculations.

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Information technology sector

(2)

Invalda

  • Changed names of the companies, 2011.

BAIP Group and BAIP changed their names and logos (before that BAIP Group was called Positor and BAIP - Baltic Amadeus Infrastrukturoos Paslaugos). This change is a planned action by which one of the provisions of company acquisition is implemented according to which the company was obliged within a defined period of time to change its name and logo. In 2007, Baltic Amadeus UAB detached its infrastructure business into a separate company called Baltic Amadeus Infrastrukturoos Paslaugos UAB and sold it to Positor group.

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IT sector of Invalda Group


Disclaimer

Invalda

The presentation was prepared by Invalda AB. The following information was used for the preparation:

  • Preliminary consolidated and Company's financial statements of Invalda for 3 months of 2010;
  • Preliminary consolidated and Company's financial statements of Invalda for 3 months of 2011.

Data provided here is for information purpose only.

The information provided here is not a recommendation or solicitation to buy or sell any securities of Invalda AB or companies related to Invalda AB.

  • Invalda AB does not take responsibility for the actions any third parties make based only on information provided here.
  • Group composition charts are simplified. Presented owned shares including shares sold under repurchase agreements. Invalda AB owns 100% in the companies if not stated otherwise.
  • Invalda its investments into pharmaceuticals, road construction, furniture manufacturing and IT sectors measure at acquisition costs. Investment properties of the real estate sector are measured at fair value.
  • Since 22 November 2010, shares of the listed companies are traded only in EUR on NASDAQ OMX Vilnius stock exchange, therefore all information related to the securities trading is provided in EUR.

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Invalida

Thank you!