Invalda INVL — M&A Activity 2010

Dec 22, 2010

Annex to the agreement regarding merger of activities of Trakcja Polska and Tiltra Group was signed

Annex to the agreement regarding merger of activities of Trakcja Polska and Tiltra Group was signed

Vilnius, Lithuania, 2010-12-22 07:31 CET (GLOBE NEWSWIRE) -- Invalda AB hereby
informs that on 21 December 2010 an annex was executed to the Agreement dated
18 November 2010 entered into among Invalda AB, the Tiltra Group AB and AB
Kauno Tiltai (further - Tiltra Group) and their shareholders and Polish listed
railway infrastructure construction market leader Trakcja Polska S. A. and its
largest shareholder Comsa Emte (Spain) group regarding merger of activities of
Trakcja Polska and Tiltra Group. Invalda AB provided information on this
agreement in the material events dated 18 November 2010 and on 1 December 2010.

The parties agreed in this annex that:

• the transaction contemplated in the Agreement will not include the issue to
  Tiltra Group shareholders by the Trakcja Polska S.A. of 47,160,000 subscription
  warrants at the issue price of PLN 0.10 (0.03 EUR) giving the right to
  subscribe for 47,160,000 new shares in the Trakcja Polska group;

• the total amount provided for in the Agreement for the issue of the Trakcja
  Polska bonds to Tiltra Group shareholders is increased by 4,716,000 PLN
  (1,179,059 EUR at current EUR/PLN exchange rate 3.9998) to 297,216,000 PLN
  (74,307,715 EUR);

• the total value of the transaction remains unchanged - 777,536,000 PLN
  (194,393,720 EUR);

• the ban on disposing of and encumbering Trakcja Polska shares (the lock-up
  obligation) will cover all the Trakcja Polska S. A. shares to be acquired by
  the Tiltra Group Shareholders on the transaction closing date (i.e. 72,000,000
  shares) and all the Company's shares held by Comsa S.A. (i.e. 81,065,510
  shares); this obligation will be binding on the Tiltra Group Shareholders and
  Comsa S.A. for one year from the transaction closing date, subject to the
  exceptions provided for in the Agreement.

The Parties have agreed that completion of the transaction provided for in the
Agreement, as amended by annex 1 of 30 November 2010 and annex 2 signed 21
December 2010, will no longer be dependent on fulfillment of the condition
precedent involving the Company obtaining a binding statement from a financial
institution securing additional financing to be obtained by the Company.

The parties also undertook to discuss in good faith the protection of the
interests of the Trakcja Polska S. A. minority shareholders being financial
investors within the Trakcja Polska S.A. Supervisory Board.

     Darius Sulnis
     President
     Tel. +370 5 273 4876