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Invalda INVL Investor Presentation 2014

Apr 7, 2014

2247_rns_2014-04-07_5c1e8fe1-922b-4628-8e17-5882d1067534.pdf

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INVALDA

Invalda LT, AB consolidated results for 2013

Vilnius, 7 April 2014


About the company

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What is Invalda LT, AB?

  • Invalda LT, AB is one of the major investment companies in Lithuania whose primary objective is to steadily increase the investor equity value. For the purpose of attainment of this objective Invalda LT, AB actively manages its investments, exercising control or significant influence over target businesses.

  • Invalda LT, AB started the activity in 1991 as the company Invalda, AB. From 1991 until 1997 it operated as an investment public company established during the state property privatization, which was implemented in accordance to the State Property Primary Privatization law of the Republic of Lithuania. From 1997 until 2003 the company operated as a licensed holding investment company (the license was issued by the Securities Commission of Lithuania). Company's equities have been traded on the NASDAQ OMX Vilnius Exchange since 1995.

  • On 21 March 2014 Invalda LT, AB announced about drawn - up split-off terms of the public joint - stock company Invalda LT. According to the terms, three companies INVL Baltic Farmland, INVL Baltic Real Estate and INVL Technology, presently comprising 47,95% of Invalda LT assets calculated in book values, will be split-off from Invalda LT. Invalda LT is split-off in order to redesign its business model according to classical asset management principles. The shareholders of Invalda LT will have to vote on approval of the split - off terms (for more information please check slides 32-34).

Remark: more information on management principles of Invalda LT, AB and companies comprising the Issuer's group is presented in Consolidated Annual Report for the year 2013 (section I. „General information“, pages 5-9).


The main sectors of Invalda LT, AB

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Remark: more information on Group's companies and their contacts is presented Consolidated Annual Report for the year 2013 (Appendix I. "Information about group companies, their contact details", pages 47-53).

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Shareholders structure

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Votes of shareholders of Invalda LT, AB as of 31 December 2013

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Management

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Alvydas Banys – Chairman of the Board

After graduating from Vilnius Gediminas Technical University Alvydas Banys worked as a Jr. Scientific Co-worker at the Economics' Institute of Lithuania's Science Academy. In 1996 - 2006 he held the position of Vice President. He served as the Member of the Board of the Company in 1996 - 2000 and as the Chairman of the Board in 2001-2007. Despite retiring from active Company's activity, Mr. Banys remained the financial investor and kept a significant stake in the company. He was elected as the Chairman of the Board of Invalda LT, AB at the end of May 2013. At present, Mr. Banys is the Member of the Board of Cedus Invest, UAB and BAIP Group, UAB, as well as Chairman of the Board of Invalda LT Investments, UAB.

Indrė Mišeikytė – Member of the Board

Indre Mišeikytė has graduated from Vilnius Gediminas Technical University where she completed Architecture studies. She worked for Vilniaus Baldai, AB in 1994 - 1996, real estate and investment companies Gildeta, UAB and Kremi, UAB. She was elected as the Member of the Board of the Company in April 2012. Indre Mišeikytė is a Member of the Board of Invalda Privatus Kapitalas, AB.

Darius Šulnis – Member of the Board, the President

Darius Sulnis has acquired his Master's degree in Accounting and Audit at Vilnius University. He has acquired Global Executive MBA degree at the Duke university (USA) in 2013. Mr. Sulnis has worked as the Manager for the Financial Brokerage company Finasta for 8 years, has also managed real estate company Inreal Valdymas, UAB for 4 years. He has been a Member of Boards and Supervisory Boards of a number of Polish, Latvian and Lithuanian companies. Currently Mr. Sulnis is the Member of the Board and the President of Invalda LT AB. He participates in the activity of the Board of Vilniaus Baldai, AB, Invalidos Nekilnojamojo Turto Fondas, AB, Litagra, UAB, Inservis, UAB, Kelio Zenklai, UAB and BAIP Group, UAB as well as Cedus Invest, UAB and Invalda LT Investments, UAB.

Remark: more information on owned shares in Invalda LT by the Members of the Board as well as their shares in other companies and participation in other companies is presented in Consolidated Annual Report for the year 2013 (section III. "Issuer's managing bodies", pages 22-23).

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Invalida LT, AB shares

Shares issued, units 24,833,551
Shares with voting rights from 30 December 2013, units 22,797,297
Nominal value per share, LTL 1
Total nominal value, LTL 24,833,551
ISIN code LT0000102279
Name IVL1L
Exchange NASDAQ OMX Vilnius
List Baltic Main List (since 1 January 2008)
Listing date 19 December 1995

Remark: more information on securities of Invalida LT, AB is presented in Consolidated Annual Report for the year 2013 (section II. „Information about securities“, pages 9-17).

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Trading in Invalda LT, AB shares (1)

2009 2010 2011 2012 2013
Share price, EUR
- open 0.484 0.533 2.000 1.930 1.970
- high 1.075 2.546 2.650 2.940 3.450
- low 0.319 0.521 1.733 1.871 1.960
- medium 0.565 1.130 2.050 2.308 2.539
- last 0.533 1.989 1.943 1.970 3.450
Turnover, units 7,273,279 6,509,830 4,985,446 2,514,347 2,210,184
Turnover, EUR 4,108,353 8,245,131 10,143,287 5,857,710 5,192,330
Traded volume, units 8,443 12,768 10,377 5,754 3,870

Remark: more information on securities of Invalda LT, AB is presented in Consolidated Annual Report for the year 2013 (section II. „Information about securities“, pages 9-17).

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Trading in Invalda LT, AB shares (2)

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  • OMX index is an all-share index which includes all the shares listed on the Main and Secondary lists on the NASDAQ OMX Vilnius with exception of the shares of the companies where a single shareholder controls at least 90% of the outstanding shares. The OMX Baltic Financial GI index is based on the Industry Classification Benchmark (ICB) developed by FTSE Group (FTSE). Dow Jones Stoxx EU Enlarged TMI index covers 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.

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Invalida LT, AB capitalization

Capitalization, million EUR

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  • The authorised capital was reduced due to the split-off of the company.
    Remark: more information on securities of the company is presented in Consolidated Annual Report for the year 2013 (section II. „Information about securities“, pages 9-17).

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Key events as of 2013

Acquisitions of own shares

Since the beginning of the year 2013 the company implemented share acquisition process for four times: The total amount paid to the shareholders was LTL 72.597 million (EUR 21.025 million):

  1. 8 March 2013 the company acquired 10 % of own shares at the total price of LTL 42.928 million (EUR 12.433 million).
  2. 27 May 2013 the company acquired 2.1 % of own shares at the total price of LTL 8.878 million (EUR 2.571 million).
  3. All the above mentioned redeemed shares were annulled on the basis of the split-off terms due to reduction of the authorised capital of the company.
  4. 30 August 2013 the General Shareholders Meeting of Invalda LT, AB made a decision to allocate a reserve of LTL 92.5 million (EUR 26.8 million) to acquire of own shares.
  5. 10 October 2013 the company acquired 7.42 % of own shares at the total price of LTL 18.45 million (EUR 5.343 million).
  6. 30 December 2013 the company acquired 0.78 % of own shares at the total price of LTL 2.341 million (EUR 0.678 million).

31 December 2013 the amount of own shares owned by the company equalled to 2,036,254 or 8.2 % of the authorised capital of the company.

Remark: more information about the Issuer's own shares is presented in Consolidated Annual Report for the year 2013 (section II. „Information about securities“, page 10).

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Key events as of 2013

The split-off

  • On 9 April 2013 the General shareholders Meeting of Invalda, AB approved split-off terms. In accordance with the split-off terms, a part of Invalda assets has been split-off and on its basis a new public-joint stock company Invalda Privatus Kapitalas, AB has been formed. 45.45 percent of the total assets of Invalda, AB as well as 45.45 percent of the Company’s equity capital and liabilities have been allocated to the newly established entity.

  • On 31 May 2013 the amended Articles of Association of the public joint-stock company Invalda were registered with the Register of Legal Entities. The amended Articles of Association stated a new name of the company – public joint-stock company Invalda LT, AB as well as an authorized capital of LTL 24.833.551.

Remark: more information on activity of Invalda LT, AB is presented in Consolidated Annual Report for the year 2013 (section IV. „Information about the Issuer’s and its Group Companies’ activity“, pages 27-42).

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Key events as of 2013

Change of management

  • On 22 May 2013 the Board of Invalda, AB removed Dalius Kaziunas and appointed Darius Sulnis as the President of Invalda, AB. Mr. Sulnis has already been the president of Invalda, AB in 2006-2011
  • On 28 May 2013 the Board of Invalda LT, AB was elected. Alvydas Banys was appointed as the Chairman of the Board, Darius Sulnis and Indre Miseikyte were elected as the Members of the Board.

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Financial results of the company and its group

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Activity Results of Invalda LT, AB

million litas Parent company Consolidated
2011 2012 2013 2011 2012 2013
Assets 399.0 372.2 174.6 646.4 589.9 365.9
Equity 360.7 360.6 160.0 415.3 416.2 219.2
Liabilities 38.3 11.6 14.6 231.1 173.7 146.8
Profit (loss) 274.9 20.9 81.0 216.5 32.1 108.5
Profit (loss) attributable to equity holders of the parent company - - - 209.0 24.8 107.3

*Assets and equity reduced due to the completion of the split-off of the Company on 31 May 2013 (for more information please check slide 12).

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Equity and liabilities

million litas 2011 2012 2013
Equity 360.7 360.6 160.0*
Liabilities to financial institutions - - 7.8
from this long term - - -
Liabilities to group companies 0.4 9.1 4.9
Bonds 34.1 - -
Other liabilities 3.8 2.5 1.9
Total liabilities 38.3 11.6 14.6
Total Equity and Liabilities 399.0 372.2 174.6

*Total equity reduced due to the completion of the split-off of the Company on 31 May 2013 (for more information please check slide 12).

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Results

Impact to the profit (loss) statement due to group sectors and financial investments

million litas 2011 2012 2013
Furniture manufacturing sector 19.3 19.5 4.7
Real estate sector (20) (13.5) 3.7
Agricultural land sector 2.2 2.4 9.1
Agriculture sector - 8.7 4.2
Information technology sector (0.7) (0.9) 0.5
Facilities management sector 1.03 (0.3) 0.5
Road and bridge construction (sold segment) 110.5 - -
Pharmaceuticals (sold segment) 187.5 - -
Other companies (90.8) 8.9 (0.8)
Result of the split-off - - 85.4
Total 209.0 24.8 107.3

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Group results

Remark: more information about Invalda LT group results is presented in Consolidated Annual Report for the year 2013 (section IV. „Information about the Issuer’s and its Group Companies’ activity“, pages 27-42).

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VILNIAUS BALDAI
ANNO 1883

Furniture manufacturing sector (1)

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Vilniaus Baldai, AB Investment date Activity Place of the residence Manager
1994–1995 Furniture manufacturing Lithuania Dalius Aleksandravicius (since 6 January 2014)
Aidas Mackevicius (until 6 January 2014)
  • More information about company’s activities and results are provided on www.vilniausbaldai.lt
  • Shares of Vilniaus Baldai, AB are listed on NASDAQ OMX Vilnius stock exchange.

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VILNIAUS BALDAI
ANNO 1863

Furniture manufacturing sector (2)

million litas 2012 2013 Change Change, %
Sales 230.1 166.1 (64) (27.8)
EBITDA 34.9 21.1 (13.8) (39.5)
Net profit 27.0 14.3 (12.7) (47)
Capitalization 190.5 187.9 (2.6) (1.4)
Employees 464 488 24 5.2
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  • More information about company's activities and results are provided on www.vilniausbaldai.lt

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INVALDOS NEKLINOJAMOJO TURTO FONDAS

Real estate sector (1)

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Investment date Activity Place of the residence Manager
intf Invaldos Nekilnojamojo Turto Fondas, AB 1997 Investments into commercial rental real estate Lithuania Gediminas Bronislovas Rimkevicius
INTF Investicija, UAB 2007 Investments into commercial rental real estate Lithuania Gediminas Bronislovas Rimkevicius
Rovelija, UAB 2010 Investments into commercial rental real estate Lithuania Gediminas Bronislovas Rimkevicius
Sago, UAB 2007 Investments into commercial rental real estate Lithuania Gediminas Bronislovas Rimkevicius

*The management of real estate companies Sago and INTF Investicija, initiates bankruptcy procedure because these companies didn't reach an agreement with the bank financing their activities from 2007.

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Real estate sector (2)

million litas 2012 2013 Change Change, %
Value of commercial real estate 202.1 144.5 (57.6) (28.5)
Shareholders’ equity (incl. loans from Invalda LT, AB) 113.2 46.0 (67.2) (59.4)
Loans from credit institutions 101.0 95.6 (5.4) (5.3)
Rental income 16.5 15.2 (1.3) (7.9)
from this owned by clients 5.3 5.5 0.2 3.8
Result of the real estate sector (13.5) 3.7 17.2 -

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INVALIDOR REKELINGUARDU TURTO POKOKA

Results of real estate companies owned by Invalda LT, AB after the split-off
2012 2013
144.2 144.5
45.7 46.0
99.8 95.6
14.8 14.4
5.3 5.5
(0.2) (0.7)

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Agricultural land sector (1)

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EKOTRA

WWW.EKOTRA.LT

Investment date Activity Place of the residence Manager
EKOTRA Avizele, UAB Pusaitis, UAB 2004 Investments into agricultural land. Rent of the agricultural land. Lithuania Sigita Bizuliene
Berzyte, UAB Puskaitis, UAB
Dirvolika, UAB Seja, UAB
Duonis, UAB Vasarojus, UAB
Ekotra, UAB Zalve, UAB
Kvietukas, UAB Zemgale, UAB
Laukaitis, UAB Zemynele, UAB
Lauknesys, UAB Ziemkentys, UAB
Linaziede, UAB

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Agricultural land sector (2)

EKOTRA

WWW.EKOTRA.LT

2012 2013 Change Change, %
Arable land, hectare 4995.3 2923.6 (2071.7) (41.5)
Average fertility quality points 46,7 46,4 (0.3) (0.6)
Value of agricultural land, LTL million 41.8 36.1 (5.7) (13.6)
Shareholders’ equity (incl. loans from Invalda LT, AB), LTL million 41.4 33.4 (8.0) (19.3)
Loans from credit institutions, LTL million - - - -
Rental income, LTL million 1.5 1.3 (0.2) (13.3)
Result of the agricultural land sector, LTL million 2.4 9.1 6.7 279.2
Result of the agricultural land sector (incl. interests of loans granted by Invalda LT, AB), LTL million 4.2 10.1 5.9 140.5

Compared with 2012, the owned amount of agricultural land decreased due to the split-off of Invalda, AB. Invalda Privatus Kapitalas, AB became the owner of 9 companies holding 2071.7 hectares of land.

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Agriculture sector (1)

LITAGRA

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Investment date Activity Place of the residence Manager
LITAGRA 2011 Investments into agriculture companies Lithuania Gintaras Kateiva
Litagros Prekybos Centras, UAB Wholesale and retail trade in plant protection products, fertilizers, seeds, compound feed and crop Lithuania
Latvia
Estonia Adomas Grigaitis
Litagros Grudu Centras, UAB Elevator services and production of flour and feed Lithuania Vytautas Asaka
Litagros Zemes Ukio Centras, UAB Crop and livestock production Lithuania Vaidas Navickas
  • More information on the services and activity of the sector is provided on www.litagra.lt; www.litagragroup.lt

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LITAGRA

Agriculture sector (2)

million litas 2012 2013 Change Change, %
Sales 429.5 452.5 23.0 5.4
EBITDA 40.1 28.1 (12.0) (29.9)
Net result, according to the data provided by the company 20.3 13.0 (7.3) (36.0)

*Results as of 2012 and 2013 are prepared in accordance with International Financial Reporting Standards (IFRS).

  • More information on the services and activity of the sector is provided on www.litagra.lt; www.litagragroup.lt

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Information technology sector (1)

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Investment date Activity Place of the residence Manager
baip GRUPÉ BAIP Grupe, UAB 2007 December Investments into information technology (IT) companies Lithuania Kazimieras Tonkunas
baip BAIP, UAB IT infrastructure solutions. IT security consultations. IT infrastructure support services Lithuania Gytis Umantas
NRD S NRD CS, UAB Cyber security services Lithuania Vilius Benetis
acena CRB 2014-2015 Acena, UAB IT infrastructure support services Lithuania Marius Lescinskas
IP D Informatikos Pasaulis, UAB IT infrastructure solutions Lithuania Marius Lescinskas
NRD S Norway Registers Development AS Creation of new register reforms in various countries. Providing consultancy on the information system design Norway Rimantas Zylius (since 2014)
NRD S NRD, UAB Creation of new register reforms in various countries. Providing consultancy and implementation of the information system design, other services Lithuania Arnoldas Sidlauskas
NRD S Norway Registers Development East Africa Limited Creation of new register reforms in various countries. Providing consultancy on the information system design Tanzania Sebastian Marondo
  • More information on the services and activity of the sector is provided on - www.baipgruppe.lt; www.baip.lt; www.nrd.no; www.nrd.lt; www.nrd.co.tz; www.nrdcs.lt

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Information technology sector (2)

baip GRUPÉ

million litas 2012 2013 Change Change, %
Sales 40.8 50.7 9.9 24.3
EBITDA 2.7 4.4 1.7 63.0
Net profit before investment amortization^{1} and cost of management options (0.1) 1.4 1.5 -
Net profit (1.1) 0.7 1.8 -
Employees 131 148 17 13.0
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  1. Amortization of contract assets formed during BAIP, UAB acquisition.
  2. More information on the services and activity of the sector is provided on – www.baipgrupe.lt; www.baip.lt; www.nrd.no; www.nrd.lt; www.nrd.co.tz; www.nrdcs.lt

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Facility management sector (1)

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Investment date Activity Place of the residence Manager
inservis
Facility Priežična Inservis, UAB 1994 Facility management, engineering systems oversight and incidents management, multi-apartment house management Lithuania Rimvydas Ramanauskas
jurita
Facility Priežična Jurita, UAB 2011 Facility management, engineering systems oversight and incidents management, multi-apartment house management Lithuania Rimvydas Ramanauskas
Priemiestis
Facility Priežična Priemiestis, UAB 2010 Facility management, engineering systems oversight and incidents management, multi-apartment house management Lithuania Rimvydas Ramanauskas
Naujosios Vilnius Turgaviete, UAB 2010 Market-places management Lithuania Raimundas Noreika
  • More information about services and activity is provided on the web pages www.inservis.lt; www.jurita.lt; www.priemiestis.lt

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Facility management sector (2)

inservis
PASTATU PRIEZIDRA

million litas 2012 2013 Change Change, %
Sales 13.1 15.5 2.4 18.3
EBITDA 0.4 1.1 0.7 175.0
Net profit (0.3) 0.5 0.8 -
Employees 231 239 8 3.5
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  • More information about services and activity is provided on the web pages www.inservis.lt; www.jurita.lt; www.priemiestis.lt

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Company plans

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Reorganization (1)

  • On 12 December 2013 the Board of Invalda LT, AB decided to analyse possibilities regarding the new management business model. The reasons is that now the shareholders aren't able to select the sector, the risk level as well as the term of the investments. Moreover, company's capitalization is usually lower than the total value of the separate assets.
  • Three companies which will manage homogeneous assets should be separated from Invalda LT, AB. They will apply for closed-end investment company licenses.
  • On 5 February 2014 Extraordinary General Shareholders Meeting of the company approved the preparation of the terms of the split-off of Invalda LT, AB.
  • On 27 February 2014 Invalda LT announced about established the company Invalda LT Investments that will apply for asset management company license issued by the Bank of Lithuania. Invalda LT owns 100 % of shares in Invalda LT Investments.
  • On 21 March 2014 Invalda LT informed about drawn - up Split-Off Terms of the public joint - stock company Invalda LT. According to the terms, three companies INVL Baltic Farmland, INVL Baltic Real Estate and INVL Technology, presently comprising 47,95% of Invalda LT assets calculated in book values, will be split-off from Invalda LT.
  • The shareholders of Invalda LT will have to vote on approval of the split - off terms.

Remark: more information of future plans of Invalda LT, AB is presented in Consolidated Annual Report for the year 2013 (section IV. „Information about the Issuer's and its Group Companies' activity", pages 27-42).

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Reorganization (2)

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  • All the shares of 3 newly established companies are planned to be quoted on the NASDAQ OMX Vilnius Exchange.
  • INVL Baltic Farmland, INVL Baltic Real Estate and INVL Technology will apply for a closed-end investment companies license to the Bank of Lithuania and will become similar to closed-end funds.
  • It is assumed to apply for the strictest regulatory regime which is imposed on retail investors.
  • It is planned that Invalda LT Investments will manage new companies when it will be issued the license.

Remark: more information on future plans of Invalda LT, AB is presented Consolidated Annual Report for the year 2013 (section IV. „Information about the Issuer’s and its Group Companies’ activity”, pages 27-42).

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Split – Off of shares

  • All the shareholders of Invalda LT, AB, which at present is more than 3900, will participate in proportion in the capital of the separated companies.
  • 52.05 % of owned shares will stay in Invalda LT, 14.45 % will be given in INVL Baltic Farmland, 30.9 % - in INVL Baltic Real Estate and 2.6 % in INVL Technology.

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  • The split – off is carried out according to book values, not market values, therefore the market will have to set shares prices of the new companies.
  • Asset valuations in the real estate and agricultural land companies are fulfilled and INVL Technology could be estimated according to the cash flow method.

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Disclaimer

  • The presentation was prepared by Invalda LT, AB.
  • Consolidated and company's financial statements of Invalda LT, AB for the year 2013 were used in the presentation.
  • Data provided here is for information purposes only.
  • The information provided here is not a recommendation or solicitation to buy or sell any securities of Invalda LT, AB or companies related to Invalda LT, AB.
  • Invalda LT, AB does not take responsibility for the actions any third parties made based only on information provided here.
  • Group composition charts are simplified. Invalda LT, AB owns 100% in the companies if not stated otherwise.
  • Since 22 November 2010, shares of the listed companies are traded only in Euros (€) on NASDAQ OMX Vilnius stock exchange, therefore all information related to the securities trading is provided in Euros (€).
  • Implementation of new asset management business model will depend on the decisions of the General Shareholders Meeting, laws and regulations, market conditions, the decisions of the Bank of Lithuania. The presentation is not and can not be treated as (i) obligation of the company to implement the reorganisation or any part of it mentioned in the presentation; (ii) obligation of the company to leave unchanged structure of the reorganisation; (iii) offer of the company to purchase or sell its shares.
  • The conditions of the split-off must be approved by the decision of the General Shareholders Meeting. There are no guarantees that such a decision will be passed and the reorganisation will be implemented.
  • Management company and closed-end investment companies need licensed issued by the Bank of Lithuania. There are no guarantees these licenses will be issued.

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