Investment advisory servicesCorporate presentation

2017

ATLASADV I SORS

CAPITAL AND EXPERIENCE

TO GROW YOUR BUSINESS

A T L A SA D V I S O R S

2

About us

• Atlas is a unique investment advisory firm, combining deep corporate finance

experience, debt restructuring and strategic consulting, earned at blue-chip local and

international organizations

• Expertise in 4 industry verticals and involvement of international experts in:

- FMCG, Food & Retail

- Agriculture

- Real Estate

- Healthcare

• Clients receive support at every step of the company lifecycle, which allows us to

become long-term partners and focus on the ultimate goal, business value creation

• Our business is based on “fee-for-performance” model, which allows our clients to pay

for achieved results, not Powerpoint slides

A T L A SA D V I S O R S

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Atlas Advisors team

Artemiy

Yershov

Partner

Andriy

Gubachov

Head of IB

Experience

Over 20 years of experience in commercial

and investment banks. Among other

positions, Artemiy has held senior positions in

JSC Oshchadbank and also headed Troika

Dialog in Ukraine, where he was responsible

for the entire product range, from sales &

trading to investment banking.

Experience

20 years of private equity and investment banking

experience, most recently as Head of IB team in

Sberbank / Troika Dialog Ukraine, where Alexey

oversaw debt restructuring business and led

several M&A transactions in Agriculture, Food

Processing, Manufacturing, and Oil & Gas

sectors.

Prior to that, Alexey spent 8 years at

Sigmableyzer Investment Group.

Experience

9 years of investment banking experience,

most recently at Sberbank / Troika Dialog

Ukraine, where Andriy was responsible for

execution of debt restructuring and M&A

transactions across the FMCG, Real Estate,

Agriculture, Chemicals, Oil & Gas sectors.

Prior to that, Andriy worked at investment

banking arms of VTB Group and Alfa Group in

Ukraine.

Education

• Kiev National Economic University, MA

Education

• Purdue University, MBA

• Kharkov Engineering and Economics

University, MA

• Kharkov Aviation University, MA

Education

• Duke University, MA

• Kyiv School of Economics, MA

• Kyiv Mohyla Academy, BA

Specialization

• Fundraising: debt and equity

• M&A

• Sales & trading

• Government relations

Specialization

• Debt restructuring

• M&A, financial, tax, and legal due diligence

• Fundraising: debt and equity

Specialization

• Debt restructuring

• M&A, financial, tax, and legal due diligence

• Fundraising: debt and equity

Alexey

Rashchupkin

Managing

Partner

A T L A SA D V I S O R S

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Industry expertise

Agriculture

FMCG,

Food & Retail

Healthcare

Industry expertise

Note: companies may represent not only Atlas Advisors current clients, but also prior experience of the team

A T L A SA D V I S O R S

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We offer support at all stages of shareholder value

growth path

Start-up

Sh

are

ho

lde

r V

alu

e

M&A:

strategic sale

Company lifecycle

Developing company National-level company

Public offerings

of shares

IPO/SPO

Public offering of bonds /

Eurobonds

Attraction of bank loans

Attraction of syndicated loans of

international banks, LMA standard

Business

Angels / Venture

Funds

M&A: Financial investor,

private equity funds

A T L A SA D V I S O R S

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Our services

New export

market entry

Operating efficiency

improvement

Capital raising

Debt restructuring

M&A and investment

advisory

• Validation of product competitiveness on international markets

• Understanding of foreign regulatory environment, certifications, and other barriers

• Search of potential clients, organization of sales process, and execution of agreements

• Business process analysis and identification of bottlenecks, efficiency improving initiatives

• Testing and assessment of new improvement initiatives

• Cash flow optimization via improvement of purchasing, logistics, and production processes

• Debt capital raise from financial investors, including EBRD, IFC

• Search for strategic and financial equity investors

• Improvement of investment attractiveness by optimizing IFRS accounting, corporate

governance, legal and tax structure, investment transparency

• Restructuring of debt obligations

• Three-way transactions of buying out corporate debt at a discount from the old

creditor with the funds from a new creditor

• Acquisitions: development of an investment thesis, search of targets, commercial, legal,

financial and tax due diligence, execution of transaction documents and closing

• Company sale: financial, tax, and legal restructuring, preparation of marketing materials,

negotiations, execution of transaction documents and closing

Strategy development

• Local and global sector research, involvement of international market experts

• Evaluation of competitive landscape, definition of competitive advantages

• Analysis of strategic options, financial modeling and identification of the optimal model

A T L A SA D V I S O R SSelected transactions: equity & debt fundraising

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Exclusive advisor

Loan advisory

In progress

Terms are not disclosed

«Мегамолл»shopping center

2017

Exclusive advisor

Loan advisory

$12 mln.

2016

LLC«Novotech-Terminal»

Exclusive advisor

Loan advisory

In progress

2017

Terms are not disclosed

Exclusive advisor

New share sale and sale of

controlling interest

$69 mln.

2011

Exclusive advisor

Loan advisory

$20 mln.

2013

Terms are not disclosed

Note: companies may represent not only Atlas Advisors current clients, but also prior experience of the team

A T L A SA D V I S O R SSelected M&A transactions

8Note: companies may represent not only Atlas Advisors current clients, but also prior experience of the team

Exclusive advisor to

the buyer

Acquisition of

100% stake

Terms are not disclosed

2010

Terms are not disclosed

Acquisition of

100% stake

Exclusive advisor to

the buyer

Agro-Alpha

2011

Terms are not disclosed

Acquisition of

100% stake

in Vinal Agro

Exclusive advisor to

the buyer

2010

Exclusive advisor to

the buyer

Acquisition of

100% stake

Terms are not disclosed

2010

Exclusive advisor to the

Group of companies Agrodim

Sale of a

100% stake

Terms are not disclosed

ПАТ“Рудьківське”

2016

Exclusive advisor to

TBIF Financial Services

Sale of a

controlling stake

Terms are not disclosed

2016

Exclusive advisor to

the buyer

Acquisition of

100% stake

Terms are not disclosed

2016

Exclusive advisor to the

buyer

Acquisition of a

100% stake

Terms are not disclosed

2017

A T L A SA D V I S O R SSelected debt restructuring transactions

9Note: companies may represent not only Atlas Advisors current clients, but also prior experience of a team

Nikmorservice Fozzy Eurofinance Inkerman Ukrlandfarming Kvadrat

Debt restructuring:Redemption with a

discount

Debt restructuring:Redemption with a

discount

Debt restructuring Debt restructuring Debt restructuring Debt restructuring

$19 mln. $98 mln. $45 mln. circa $20 mln. $65 mln. circa $32 mln.

2017 2017 2016 2014-15 2015 2015

Financial adviser Financial adviser Financial adviser Financial adviser Financial adviser Financial adviser

1 1 1 1 5 5

none none 5 years 18 months up to 10 years 1-5 years

none none 9 months 6-9 months 6-12 months 6-12 months

Agro-Soyuz Amstor Dakor Pakko System technologies Rise

Debt restructuring Debt restructuring Debt restructuring Debt restructuring Debt restructuring Debt restructuring

circa $20 mln. $25 mln. $65 mln. $100 mln. $150 mln. $240 mln.

2014 2013 2010 2010-2012 2009-2012 2011-2014

Financial adviser Financial adviser Financial adviser Financial adviser Financial adviser Financial adviser

1 1 5 7 7 5

22 years 5 years 5 years 8 years 5 years 5 years

12 months 12 months 12 months 12 months 12 months 12 months

Number of creditor

banks

Term extension

Grace period

Number of creditor

banks

Term extension

Grace period

A T L A SA D V I S O R S

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Appendix: examples of our transactions

A T L A SA D V I S O R S

Example transaction: Acquisition of 100% share in Agro-Alfa and

Rise groups for Ukrlandfarming

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Acquisition of 100% stake

November 2010

Exclusive advisor to the buyer

Terms are not disclosed

In 3Q2010-1Q2011, Sberbank CIB team acted as an exclusive financial

advisor to Ukrlandfarming for acquisition of Agro-Alfa and Rise groups of

companies

Both deals were closed in several months from the start of negotiations in

a prompt process with very tight deadlines

Sberbank CIB advised the client during due diligence procedures, signing

of term sheets and share sale & purchase agreements, closing of the

transaction as well as in negotiations with their creditors

Apart from the key assets, the purchased groups brought into ULF

superior expertise in milk cattle (Agro-Alfa) as well as in sugar production

and agricultural inputs (Rise)

These acquisitions helped create a leading agricultural holding in Ukraine

in terms of assets and operating performance

• 176 ths ha of cultivated land

• The largest sugar plant in Ukraine

with annual capacity of 140 ths tons

of beet sugar (produced more than

100 ths tons in 2009)

• Two new silos with total grain storage

capacity of 550 ths tons

• Network of 43 distribution centers

across Ukraine

Agro-Alfa Rise

Revenue 24.8 316

EBITDA 7.4 110

% margin 29.8% 34.8%

Operational profit 4.9 59.5

% margin 19.8% 18.8%

Net debt 25.3 304

Source: Companies’ data

Key Financial Indicators for 2009, $ mln.Key Assets of the Groups

• 74 ths ha of cultivated land in Poltava region

• 23 ths heads of milk and meat cattle

• More than 35 ths tons of milk produced in

2010

• One of the most developed milk herd and

milking process in Ukraine

• 5 years of audit by Big4 auditors

Agro-Alfa Rise

Acquisition of 100% stake

January 2011

Exclusive advisor to the buyer

Terms are not disclosed

Note: companies may represent not only Atlas Advisors current clients, but also prior experience of a team

A T L A SA D V I S O R SExample transaction: sale of VAB Bank

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In late 2010, TBIF Financial Services, a part of Kardan N.V. and the

controlling shareholder of VAB Bank, decided to sell its shares in

the bank, mandating Sberbank CIB as an exclusive financial advisor

The sale was preceded by additional capital infusion by TBIF in

December 2010 to improve financial condition of the bank. Minority

shareholders of the bank retained their position

Sberbank CIB set up a competitive process to seek a strategic

investor. As a result, one of the potential investors was invited to

conduct a legal and financial due diligence

Based on results of due diligence executed under tight deadlines

parties successfully closed the deal

The consideration for the transaction amounted to UAH 550 mln,

reflecting the total capital increase approved in December 2010

• #4 among private non-captive banks

• Nation-wide coverage

• Well defined strategy as an innovative financial institution

with western-style distribution network

• Focused on the most lucrative segment, in which the

bank has competitive advantage

Assets 815

Equity 67

Retail loans, net 167

Corporate loans, net 458

Provisions/gross loans 19%

Retail deposits 365

Corporate deposits 237

Source: Association of Ukrainian Banks

Key financial indicators as of 01.12.2010, $ mln.

Strategic sale of VAB Bank to

the group of investors

January 2011

Financial advisor

to TBIF Financial Services

Key strengths of the bank

Note: companies may represent not only Atlas Advisors current clients, but also prior experience of a team

A T L A SA D V I S O R S

collateral

Eurofinance, debt restructuring

13

In 2016 the group of companies "Eurofinance" engaged Atlas Advisors for the process of

restructuring the group's loan portfolio, including a portion of it at VTB Bank

For the group, VTB Bank was the third largest creditor. Three companies of the group were

borrowers, which, together with a large number of restrictions in a form of covenants and

cross-guarantees, made the process of restructuring of the debt to larger creditors

significantly complicated. At the time of the restructuring, an amount of liabilities of

Eurofinance to VTB Bank reached $45 mln.

As a result of negotiations with the lender, Atlas Advisors have reached the following

conditions for restructuring:

- Reduction of the total amount of debt to $13.5 mln., debt conversion into UAH

- Transfer of all payment obligations to one company of the group

- 5 years maturity, non-linear depreciation

- Interest rate 0.01%

- Gradual release of collateral and cancellation of the total amount of debt in proportion to the

payment of a new debt amount of $13.5 mln. on a semi-annual basis

- Call-option for prepayment with an additional discount of 50%

Debt restructuring

$45 mln.

2016

Financial advisor

Restructuring plan

Note: companies may represent not only Atlas Advisors current clients, but also prior experience of a team

VTB Bank

Borrower 2

Borrower 3

Harbor business Scrap metal business

$45 mln.

Borrower 1

collateral

VTB Bank

Pledger

Harbor business Scrap metal

business

$13.5 mln.

Borrower

A T L A SA D V I S O R SKvadrat, debt restructuring

14

In 2014 shareholders of shopping malls "Kvadrat" in Kiev engaged Atlas

Advisors for the restructuring the group's loan in Ukrsotsbank

The company includes three shopping malls "Kvadrat": Druzhby Narodiv

boulevard, GLA 3.7 thsd. sq. m.; Slavy sq., GLA 2.7 thsd. sq. m.; Dovzhenko

st., GLA of 0.8 thsd. sq. m.

The debt $32 mln. of the Company was fully denominated in USD. Despite

the preferential interest rate for the previous restructuring process, which

was made in Ukrsibbank in 2010, this fact made the amount of debt

unsustainable for the company as a result of another round of devaluation.

As a result of negotiations with the lender, Atlas Advisors have reached the

following conditions for restructuring:

- Debt conversion into UAH

- Privileged interest rate – so that the company's operating cash flow will be

sufficient to service and repay the loan under the new schedule

- Increase of repayment term to 22 years

Key financial indicators

Debt restructuring

$32 mln.

2015

Financial advisor

$ mln. 2010 2011 2012 2013 2014 2015

Revenue 5.00 5.03 5.14 4.44 2.41 2.16

Lease 4.58 4.52 4.56 3.87 2.08 1.80

Compensation from leaseholders 0.42 0.51 0.58 0.56 0.33 0.36

OPEX 1.12 1.15 1.23 1.24 0.79 0.69

NOI 3.88 3.88 3.90 3.19 1.61 1.47

Note: companies may represent not only Atlas Advisors current clients, but also prior experience of a team

A T L A SA D V I S O R SPAKKO Holding, acquisition and restructuring

15

In 2010 Troika Dialog acted as a financial advisor to STC

on an acquisition of the retailer Pakko Holding.

At the time of the acquisition Pakko Holding was the

leading retail chain in Western Ukraine by the number of

stores (56 stores). The basic format is supermarkets

"Pakko“ (average area of the store: 1 thsd. sq. m.) and

corner-shops "Vopak“.

After the acquisition Pakko Holding was merged with the

retail chain Favorit. The united company includes up to

142 stores. A part of the stores were optimized in order to

increase profitability.

Troika Dialog restructured the debt of both Pakko Holding

and Favorit. As a result, the united Pakko Holding

received a serviced level and an amortization schedule of

debt obligations.

• The debt of Pakko Holding at the time of acquisition was about

$40 mln. (10 banks, the largest were Oschadbank and Unicredit):

• 50% redeemed at a discount of 80%

• 50% restructured for a 10-year period

• Favorit’s debt at the moment of the merger was $60 mln. A part of

the debt was redeemed at a discount. The rest was restructured

for a 10-year period

• Debt profile of the united company: $40 mln., 10-year term

The store map as a result of the merger

Acquisition

PAKKO Holding

for STC

2010

Financial advisor

of the buyer

Main achievements of restructuring

Merger

with Favorit

2010-2011

Financial advisor

Debt restructuring

Favorit

$60 mln.

2010-2012

Financial advisor

Lviv

Uzhgorod

Ivano-

Frankivsk

Lutsk

Rivne

ZhytomirTernopil’

Хмель-

ницкий

Chernovtsi3 1.021 8.9

15 7.1

10 3.8

9 3.7

15 8.58 4.7

3 1.8

4 4.1

3

1.0

# malls

area, thsd. sq. m.;

Debt restructuring

PAKKO

$40 mln.

2010-2011

Financial advisor

Note: companies may represent not only Atlas Advisors current clients, but also prior experience of a team

A T L A SA D V I S O R SContacts

16

Andriy Gubachov

Head of IB

+38 (063) 840 5573

agubachov@atlas-advs.com

Alexey Rashchupkin

Managing Partner

+38 (050) 441 4284

arashchupkin@atlas-advs.com

01001, Kyiv, Ukraine, Shota Rustaveli st., 4, office 4

www.atlas-advs.com