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A PRIVATE EQUITY FUND INVESTING IN BOSNIA-HERZEGOVINA, CROATIA, MACEDONIA, MONTENEGRO, SERBIA AND SLOVENIA. July 2012 #ISIN Nº GI000A1J0TE9#

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Presentation on theme: "A PRIVATE EQUITY FUND INVESTING IN BOSNIA-HERZEGOVINA, CROATIA, MACEDONIA, MONTENEGRO, SERBIA AND SLOVENIA. July 2012 #ISIN Nº GI000A1J0TE9#"— Presentation transcript:

1 A PRIVATE EQUITY FUND INVESTING IN BOSNIA-HERZEGOVINA, CROATIA, MACEDONIA, MONTENEGRO, SERBIA AND SLOVENIA. July 2012 #ISIN Nº GI000A1J0TE9#

2 Disclaimer DISCLAIMER This document is for the confidential use of only those persons to whom it is transmitted and is not to be document, reproduced, distributed, or used for any other purpose. The terms of this document neither constitute an offer nor a solicitation of an offer, nor any form of promotion for the subscription of interests in the Fund. Neither the document nor parts hereof should form the basis for the subscription of interests in the Fund. Any subscription for interests in the Fund is to be effected solely on the basis of the terms set forth in the final agreements between the parties relating to the issue and purchase of interests in the Fund. Recipients of this presentation should not treat the contents of this document as advice relating to legal, taxation or investment matters and should inform themselves as to the legal requirements applicable to them in respect of the subscription, holding and disposition of Fund interests and as to the tax consequences to them. Prospective investors should be aware that an investment in the Fund involves a degree of risk. Neither the Fund documentation, nor the interests are the subject of any filing with, nor have the interests been approved or disapproved by, any governmental agency or regulatory authority or any national securities exchange. No such agency, authority or exchange has passed upon the accuracy or adequacy of the information contained herein or the merits of an investment in the interests. The fund is approved to receive US investors. In the event that the descriptions or terms in the following summary, or elsewhere in this summary (or any other materials related to the Fund), are inconsistent with or contrary to the descriptions in, or terms of the Fund agreements the terms of the Fund agreements will prevail. This document is not binding, does not constitute an agreement or letter of intent and cannot be relied on as such in a court of law or otherwise. Confidential

3 Table of Contents Section 1The Alpe-Adria Balkan Fund Ltd. Section 2 Investment Strategy Section 3 Investment Criteria Section 4 Investment Process Section 5The Team Section 6The Associates Section 7The Region & The Countries of the Region Section 8Contact Details Appendix 1: Basic Fund Term Sheet Confidential

4 Section 1 / The Alpe-Adria Balkan Fund Ltd. Confidential

5 The Alpe-Adria Balkan Fund Ltd. The Alpe-Adria Balkan Fund (the “AAB” Fund) is a private equity fund investing in high growth businesses in the Alpe-Adria Balkan region. The aim of the fund is to create long-term capital growth for its investors by investing in a diversified portfolio of companies in a broad range of sectors. The fund will also look closely at consolidation and privatization opportunities. The fund is a private equity limited partnership with units aggregating up to €250 million. The fund is an experienced investor fund registered in Gibraltar and regulated by the Gibraltar Financial Services Commission (the “FSC”). We like to find company leaders with true entrepreneurial spirit and visions to create leading companies within their sector. We like to help entrepreneurs to see their companies grow and thereby benefit society through expansion and job creation in the region. We understand that three things are specially important when making private equity investments; to provide enough time and capital for the company to bloom; to backup, help, advise and support management and workers to build a successful company and to achieve good return on capital for our investors. The Alpe-Adria Balkan Fund is advised and managed by AAB Advisers Ltd. This is an independent professional advisory company run by an experienced team with the drive and ambition to create one of the leading private equity operations in the region. We welcome you to meet our team in the team section of this presentation. Confidential From the heart of Europe

6 Section 2 / Investment Strategy Confidential

7 Investment Strategy The AAB Fund will acquire majority stakes in companies where there is an opportunity to increase the long-term financial value through restructuring, consolidation, changes in the corporate governance and in the corporate strategy and structure. This will be supplemented by opportunistic buyouts when supported by appropriate market conditions. The fund will source investment opportunities through its vast network of relationships and contacts, rarely competing in the traditional investment banking auctions prevalent in the middle market. The AAB Fund will take an active role in each portfolio company developing and executing strategic business plans and pursuing add-on acquisitions or other strategies. Also when the fund determines to make an investment it teams with strong local management to create and enhance value. The Fund will work closely with management in an attempt to execute business strategies and to build successful companies. By doing so, we can help to build great enterprises. This strategy shapes our relationship with portfolio companies. We want to work with entrepreneurs that understand that it is vital to seek more than just money when seeking an equity partner. We want to be a partner that helps to deliver their vision and a partner who understands and cares as much as they do about their business. Martin Ludvigsson-Wallette and Ales Gabrijelcic during a data-room process in Slovenia. Confidential

8 Section 3 / Investment Criteria Confidential

9 9 Investment Criteria The AAB Fund will invest in companies in the Alpe-Adria Balkan region which includes the countries of Bosnia & Herzegovina, Croatia, Macedonia, Montenegro, Serbia and Slovenia. On special occasions the fund could also look at companies in the nearby countries of Hungary, Bulgaria and Romania. We focus on regional businesses that will have a regional and cross-regional impact. Given our commitment to meaningful partnerships with our management teams, we believe that such relationships are best maintained through close geographic proximity. The fund will invest in a wide variety of sectors but it will focus on companies in sectors such as heavy industry, retail, energy (renewable), technology, pharmaceuticals, manufacturing companies, infra-structure, food, beverage, insurance and fast moving consumer products. The AAB Fund will not invest in real estate or construction companies. The AAB Fund will take majority or joint-venture stakes in companies with an enterprise value of between € million. A predictable positive cash flow is also very important to the fund. The AAB Fund will avoid overleveraging companies and exercise prudence in maintaining investment reserves. The AAB Fund will also avoid companies with unbalanced debts. The fund will also assure that a strong management team is in place and the fund will rely on its own in-house management talent to support portfolio companies experiencing difficulty. Ljubljana, capital of Slovenia. Confidential

10 10 Section 4 / Investment Process Confidential

11 Investment Process. Confidential

12 Section 5 / The Team Confidential

13 The Team Confidential The management teams of the AAB Fund and AAB Advisers Ltd have decades of experience and knowledge from the banking, private equity, legal and consulting sectors. The AAB Fund will be the private equity vehicle that will undertake the acquisitions and AAB Advisers Ltd will be running the day to day management of the fund. Mr. Fredrik Faberklev (Born Swedish) Fredrik has extensive experience from the banking sector from companies like SBC, First European, the Family of Hope Foundation, the Foltenberry Trust, Eminentia Capital Ltd etc. He will serve as the Managing Director of AAB Advisers Ltd and Head of Investor Relations of the Alpe-Adria Balkan Fund. Mr. Roger Hassanov (Born 1970 – Croatian/Swedish) Roger is the founder of Centum Asset Management and the Centum Funds. He is also the managing director of Stellum and a director of GKL Growth Capital. Prior to that he was with Ability Asset Management. Roger will be the representant of AAB Advisers in the Board of Directors of the Alpe-Adria Balkan Fund. Mr. Rafael Benzaquen (Born 1965 – Gibraltarian) Rafael is a barrister of the Supreme Court of Gibraltar and a member of the Middle Temple. He has worked in very close contact with Gibraltar’s tax administrators, financial services regulators and government ministers for over 12 years. Significantly, he authored Gibraltar’s Financial Services (Markets in Financial Instruments) Act He was also an adviser to the Gibraltar government in the development of Gibraltar’s Experienced Investor Funds legislation. He is also the author of Gibraltar's Financial Services (Collective Investment Schemes) Act 2011.

14 The Team Confidential Mr. Magnus Nygren (Born Swedish) Magnus is a trained lawyer and has over the last 15 years been a business developer and advisor in strategy and finance for companies like Vinge, Destinct, Ress Capital and Vattenfall. Today, Magnus`s core focus lies within the financial structuring and deal-making within the renewables sector. Magnus serves as an advisor and director to a selected number of companies and funds. Mr. Ales Gabrijelcic (Born Slovenian) Ales has been a partner in many local ventures. After selling out, he has been actively managing his portfolio and advising other investors and also acted as a regional M&A consultant. He will serve as the head of the regional office of AAB Advisers Ltd and the Alpe-Adria Balkan Fund Ltd.

15 Section 6 / The Associates Confidential

16 The Associates Mr. Jason Smolek (Born 1977 – US national) Jason took his degrees at the universities of Syracuse and Suffolk. He is a strategy specialist and has worked for companies such as CityVision, Telefonica O2 and International Data Corporation. He has performed many mandates in Russia and the CIS region as a strategy consultant. Jason speaks Russian. Mr. Martin Ludvigsson-Wallette (Born 1975 – Swedish) Martin lived in USA for many years and took his BA in Economics from Gustavius Adolphus College and his MBA in Finance from University of St. Thomas (Minnesota). Martin then worked as an investment banker with Royal Bank of Canada (RBC Capital Markets) during many years. He is an expert on corporate valuations and acquisition processes. We are proud to have the following associates of our fund: Confidential photo

17 Section 7 / The Region & The Countries of the Region Confidential

18 Bosnia & Herzegovina Serbia Bulgaria Greece Turkey Macedonia Kosovo Albania General Overview The region called Alpe-Adria Balkan is located in the central and the South Eastern parts of Europe and was formerly made up of six federal units constituting the Socialist Federal Republic of Yugoslavia, and the six different countries gained their independence during the Yugoslav Wars of the 1990s. Ukraine Czech Republic Slovakia Poland Montenegro Romania Ukraine Turkey Austria Hungary Italy The Region Slovakia Croatia Czech Republic Poland Moldova Slovenia Confidential Germany

19 The Region Region Specific Opportunities Sizeable market with a total population of 20.5 million. Stable political environment. Relatively low Government debt and current deficit levels. EU convergence potential (Slovenia already an EU and Euro zone member, Croatia joining 1 July 2013, other countries in different phases of EU accession). Long-term growth higher than EU average. Re-emergence of intra-regional trade and brand recognition. Relatively cheap work force and low taxes. Some countries have favourable trade treaties with EU, Russia and other Ex-Soviet countries. Different levels of development enable creation of diversified investment portfolio and best-practice implementation. Current lack of credit and equity capital a clear opportunity. Large scale of ongoing privatization opportunities all over the region. Potential for corporate governance development in former state owned companies. Geographical diversification is important in any investment portfolio as different regions responds differently to global events, the Alpe-Adria Balkan region represents great opportunities in this sence since it has been overlooked by the private equity sector. Confidential

20 The Countries Bosnia and Herzegovina Background and political structure: Bosnia and Hercegovina (“BiH”), which is most often just called Bosnia, exists within the boundaries of the former Yugoslav republic of the same name. It includes two largely autonomous entities: the Federation of Bosnia and Hercegovina and Republika Srpska (RS). It also includes a self-governing district, Brcko, under the direct authority of the central state government. The central state-level BiH government was granted limited responsibilities under the 1995 Dayton peace agreement. BiH has a bicameral parliament comprising the House of Representatives and the House of Peoples, two-thirds of the members of which are elected from the Federation and one-third from the RS. A valid majority requires the support of at least one-third of the members representing each entity. The Federation and the RS also have parliaments. General elections took place on October 3rd 2010 to select a three-member state presidency, the RS president, and state, entity and cantonal parliaments. Next elections due in October BiH has a rotating, collective, three-member presidency. The Council of Ministers is BiH's state-level cabinet, headed by a chair, who is the country's de facto prime minister. Members serve four-year terms. The entities, the ten cantons within the Federation and Brcko district also have their own governments. Economy: Bosnia has a transitional economy with limited market reforms. The “konvertibilna marka” - the national currency is pegged to the euro. Successful implementation of a value-added tax in 2006 provided a predictable source of revenue for the government and helped rein in gray-market activity. Bosnia and Herzegovina became a full member of the Central European Free Trade Agreement in September Bosnia and Herzegovina's top economic priorities are: acceleration of integration into the EU; strengthening the fiscal system; public administration reform; World Trade Organization (WTO) membership; and securing economic growth by fostering a dynamic, competitive private sector. The country has received a substantial amount of foreign assistance and will need to demonstrate its ability to implement its economic reform agenda in order to advance its stated goal of EU accession. In 2009, Bosnia and Herzegovina undertook an International Monetary Fund (IMF) standby arrangement, necessitated by sharply increased social spending and a fiscal crisis exacerbated by the global economic downturn. The program aims to reduce recurrent government spending and to strengthen revenue collection. In 2011, the country continued to recover from a recession. The current-acount deficit amounted to 5.5% of GDP in Personal income is taxed rate is flat 10%. The standard value-added tax (VAT) is levied at 17%, although some transactions are exempt (certain public, health and medical, financial services). The corporate tax rate is set at 10%. ConfidentialSources: EIU, CIA WF

21 The Countries Bosnia and Herzegovina Basic Data (2011): Population (m) GDP (US$ bn) GDP per capita (US$) GDP per capita (PPP; US$) GDP growth (%) Inflation (%) Unemployment (%) Sovereign rating (S&P) Gross government debt (% of GDP) Government deficit (%) FDI per capita ( ; US$) ,715 8, B ,639 Sources: IMF WEO (September 2011), EBRD 2009 report, Standard&Poors Note: Data for 2011 and the following years as estimated. Credit rating as of latest available. Confidential

22 The Countries Croatia Background and political structure: Croatia declared independence from Yugoslavia on June 25th The president at the time was Franjo Tudjman, the founder of the hardline nationalist Croatian Democratic Union (HDZ). Mr Tudjman's authoritarian rule left Croatia shunned by the international community until his death in The centre-left coalition that took power in 2000 worked to undo the excesses of the Tudjman regime, but was only partly successful. Divisions within the coalition widened, and in the general election in November 2003 it was defeated by a reformed HDZ under the leadership of Ivo Sanader. After some delay, the HDZ-led government was able to resolve the country's problems with the International Criminal Tribunal for the former Yugoslavia (ICTY) in The Hague, and successfully pursed EU membership, signing an accession treaty in December Membership is scheduled for mid The HDZ renewed its mandate to govern following the election in November 2007, although Mr Sanader resigned as prime minister in July 2009 to be replaced by Jadranka Kosor. The HDZ was ousted in December 2011 by a centre-left coalition. The upper house of parliament was abolished in 2001, and the unicameral parliament (Sabor) has a maximum of 160 members (with 151 in the current Sabor). If asked by the government, the president can dissolve parliament—in case the government loses a confidence vote or parliament fails to pass a budget within 120 days of receiving the bill—but otherwise the head of state is largely a figurehead. Economy: Post-independence governments maintained loose fiscal policies, despite pressure from the IMF. Along with a boom in consumer credit following bank restructuring and privatization, this expanded the current-account deficit to an annual average of around 7% of GDP in Following the economic crisis, fiscal consolidation and structural reforms are at the top of the agenda. The Croatian National Bank (CNB, the central bank) targets exchange-rate stability of the local currency, the “kuna”, to the euro, given the high proportion of euro-denominated consumer loans. Personal income is taxed at three rates: 12%, 25% and 40%. There are three rates for value-added tax (VAT): zero (on bread, milk, books and educational materials), 10% (on tourist services) and 25%. In some cases, the zero and 10% rates are potentially incompatible with EU rules. The corporate tax rate is set at 20%. The current-account deficit shrank to US$919m, or 1.5% of GDP, in Tourism receipts covered almost the entire merchandise trade deficit. ConfidentialSources: EIU, CIA WF

23 The Countries Croatia Basic Data (2011): Population (m) GDP (US$ bn) GDP per capita (US$) GDP per capita (PPP; US$) GDP growth (%) Inflation (%) Unemployment (%) Sovereign rating (S&P) Gross government debt (% of GDP) Government deficit (%) FDI per capita ( ; US$) ,529 18, BBB ,125 Sources: IMF WEO (September 2011), EBRD 2009 report, Standard&Poors Note: Data for 2011 and the following years as estimated. Credit rating as of latest available. Confidential

24 The Countries Macedonia Background and political structure: Macedonia gained its independence peacefully from Yugoslavia in Greece's objection to the new state's use of what it considered a Hellenic name and symbols delayed international recognition, which occurred under the provisional designation of "the Former Yugoslav Republic of Macedonia." In 1995, Greece lifted a 20-month trade embargo and the two countries agreed to normalize relations, but the issue of the name remained unresolved and negotiations for a solution are ongoing. Since 2004, the United States and 133 other nations have recognized Macedonia by its constitutional name, Republic of Macedonia. Some ethnic Albanians, angered by perceived political and economic inequities, launched an insurgency in 2001 that eventually won the support of the majority of Macedonia's ethnic Albanian population and led to the internationally-brokered Ohrid Framework Agreement, which ended the fighting and established guidelines for the creation of new laws that enhanced the rights of minorities. Fully implementing the Framework Agreement, maintaining momentum on democratic reforms, and stimulating economic growth and development continue to be challenges for Macedonia, although progress has been made over the past several years. Macedonia is a parliamentary democracy based on constitution of November 17th It has a unicameral parliament (Sobranie) of 123 members. Economy: Macedonia has maintained macroeconomic stability with low inflation, but it has so far lagged the region in attracting foreign investment and creating jobs, despite making extensive fiscal and business sector reforms. Official unemployment remains high at 32.2%, but may be overstated based on the existence of an extensive gray market, estimated to be between 20% and 45% of GDP, that is not captured by official statistics. In the wake of the global economic downturn, Macedonia has experienced decreased foreign direct investment, lowered credit availability, and a large trade deficit. However, as a result of conservative fiscal policies and a sound financial system, in 2010 the country credit rating improved slightly to BB+ and was kept at that level in Macroeconomic stability has been maintained by a prudent monetary policy, which keeps the domestic currency, the “denar”, pegged against the euro. As a result, GDP growth was modest, but positive, in 2010 and Inflation was under control and the current account deficit was reduced to 5.5%. Macedonia has introduced a flat corporate and personal income tax rate of 10% (down from 15% on corporate and 15%, 18% and 24% on personal). A standard value-added tax (VAT) rate is 18, with a reduced rate of 5%. Certain items are exempt. ConfidentialSources: EIU, CIA WF

25 The Countries Macedonia Basic Data (2011): Population (m) GDP (US$ bn) GDP per capita (US$) GDP per capita (PPP; US$) GDP growth (%) Inflation (%) Unemployment (%) Sovereign rating (S&P) Gross government debt (% of GDP) Government deficit (%) FDI per capita ( ; US$) ,012 10, BB ,570 Sources: IMF WEO (September 2011), EBRD 2009 report, Standard&Poors Note: Data for 2011 and the following years as estimated. Credit rating as of latest available. Confidential

26 The Countries Montenegro Background and political structure: The use of the name Montenegro began in the 15th century when the Crnojevic dynasty began to rule the Serbian principality of Zeta; over subsequent centuries Montenegro was able to maintain its independence. After World War I, Montenegro was absorbed by the Kingdom of Serbs, Croats, and Slovenes, which became the Kingdom of Yugoslavia in 1929; at the conclusion of World War II, it became a constituent republic of the Socialist Federal Republic of Yugoslavia. When the latter dissolved in 1992, Montenegro federated with Serbia, first as the Federal Republic of Yugoslavia and, after 2003, in a looser union of Serbia and Montenegro. In May 2006, Montenegro invoked its right under the Constitutional Charter of Serbia and Montenegro to hold a referendum on independence from the state union. The vote for severing ties with Serbia exceeded 55% - the threshold set by the EU - allowing Montenegro to formally declare its independence on 3 June Montenegro is a parliamentary democracy. It has a unicameral parliament of 81 members. EU accession talks are due to open this year. Economy: Montenegro's economy is transitioning to a market system, but the state sector remains large and additional institutional changes are needed. The economy relies heavily on tourism and the export of refined metals. Montenegro adopted the Deutchmark and later the Euro, as official currency. The dissolution of the loose political union between Serbia and Montenegro in 2006 led to separate membership in several international financial institutions, such as the European Bank for Reconstruction and Development. In January 2007, Montenegro joined the World Bank and IMF. Montenegro became the 156th member of World Trade Organization in December The European Council (EC) granted candidate country status to Montenegro at the December 2010 session. Unemployment and regional disparities in development are key political and economic problems. Montenegro has privatized its large aluminum complex - the dominant industry - as well as most of its financial sector, and has begun to attract foreign direct investment in the tourism sector. The global financial crisis has had a significant negative impact on the economy, due to the ongoing credit crunch, a decline in the real estate sector, and a fall in aluminum exports. In 2011, real GDP growth slowed to 1.8%. The current-account deficit is estimated to have amounted to 27.3% of GDP in Montenegro offers a generally favourable tax regime for businesses. The corporate tax rate of 9% is among the lowest in Europe. The rate of personal income tax was reduced from 12% to 9%. There are two value-added tax (VAT) rates being implemented, a standard of 17% and a reduced of 7%. Exemptions exist for medicines, financial services and sale of land. ConfidentialSources: EIU, CIA WF

27 The Countries Montenegro Basic Data (2011): Population (m) GDP (US$ bn) GDP per capita (US$) GDP per capita (PPP; US$) GDP growth (%) Inflation (%) Unemployment (%) Sovereign rating (S&P) Gross government debt (% of GDP) Government deficit (%) FDI per capita ( ; US$) ,668 11, BB ,229 Sources: IMF WEO (September 2011), EBRD 2009 report, Standard&Poors Note: Data for 2011 and the following years as estimated. Credit rating as of latest available. Confidential

28 The Countries Serbia Background and political structure: For almost a century Serbia was a part of various South Slavic states, including the Kingdom of Serbs, Croats and Slovenes in (renamed the Kingdom of Yugoslavia in 1929), the Socialist Federal Republic of Yugoslavia in , the Federal Republic of Yugoslavia in , and the State Union of Serbia and Montenegro in After Montenegro voted to leave the state union, Serbia officially proclaimed its independence on June 5th Serbia is a multiparty democracy. The national legislature is a unicameral parliament (Skupstina), which has 250 seats. The president is elected by popular suffrage, but has little formal power. The legal system is based on the Serbian constitution of Serbia has two autonomous provinces, Vojvodina in the north and Kosovo in the south; following the NATO bombing of 1999, Kosovo was made a UN protectorate. On February 17th 2008 the province's ethnic Albanians declared Kosovo's independence and sought international recognition. Serbia considers the independence proclamation null and void under the UN charter and the Serbian constitution. Economy: Serbia still lags behind in the transition to a market economy. Reasons for this include a succession of crises after the break-up of Yugoslavia in 1991 (which also severed established economic links), the imposition of international sanctions, and the damage to industry and infrastructure caused by the 11-week air bombardment by NATO in Macroeconomic policy, structural reforms and privatization improved dramatically under the government of Zoran Djindjic in , but slowed in under the coalition government led by the Democratic Party of Serbia (DSS), and reforms were subsequently delayed by frequent national elections and the onset of the global crisis in An IMF agreement in helped to insulate Serbia from the damaging effects of the crisis and kick-started long-delayed reform of the public sector. A new agreement in should encourage further public-sector and structural reforms. The current-account deficit underwent a sharp narrowing in , reaching US$3.1bn in 2010, compared with US$10.7bn in Serbia offers a generally favourable tax regime for businesses, including incentives for new investors and multi-year tax holidays. The corporate tax rate of 10% is among the lowest in Europe. Payroll and sales taxes were replaced by a value-added tax (VAT) in January The standard VAT rate is 18% with a reduced rate of 8%. Certain items are exempt. The rate of personal income tax was reduced from 14% to 12% at the start of ConfidentialSources: EIU, CIA WF

29 The Countries Serbia Basic Data (2011): Population (m) GDP (US$ bn) GDP per capita (US$) GDP per capita (PPP; US$) GDP growth (%) Inflation (%) Unemployment (%) Sovereign rating (S&P) Gross government debt (% of GDP) Government deficit (%) FDI per capita ( ; US$) ,267 10, BB ,005 Sources: IMF WEO (September 2011), EBRD 2009 report, Standard&Poors Note: Data for 2011 and the following years as estimated. Credit rating as of latest available. Confidential

30 The Countries Slovenia Background and political structure: Slovenia gained independence from Yugoslavia after a brief war in The political scene was dominated by the centre-left Liberal Democracy of Slovenia (LDS) from independence until 2004, when a centre-right coalition led by the Slovenian Democratic Party (SDS) took power. Slovenia was already economically advanced by regional standards when it gained independence, so it has experienced slow growth relative to other central European economies, and has adopted a more complacent attitude towards privatization and economic reform. The Social Democrats (SD) won the election in 2008, forming a centre-left government, which disintegrated in 2011, leading to an early election in December. The election results were inconclusive, but the SDS emerged at the head of a five-party centre-right coalition. Slovenia has a bicameral parliament, but only the Drzavni zbor (National Assembly, the lower house) has legislative authority. Its 90 members are chosen in direct elections by proportional representation, with two seats reserved for the ethnic Hungarian and Italian minorities. Most government powers reside with parliament. The president is elected directly by universal suffrage over two rounds of voting and is restricted to a maximum of two consecutive five-year terms. The next presidential election is due in 2012, and the next parliamentary election is due in Economy: Slovenia adopted the euro in January The main economic policy issues, beyond the immediate need to deal with the impact of the prolonged euro zone debt crisis, include the privatization process and the need to improve the business environment. Progress on both is made difficult by the consensus-based nature of policymaking. Slovenia has a small, open economy, with trade in goods and services equal to around 125% of GDP. In 2011 goods exports totaled US$28.8bn and imports totaled US$30.6bn. The current-account deficit amounted to US$234m in 2011, having shrunk to 0.5% of GDP, from 0.8% of GDP in 2010, as exports recovered more robustly than imports. Corporate income is taxed at a flat rate of 20%. Personal income is taxed progressively, with tax brackets ranging from 16% to 41%. The social security contribution rate is 22.1% for employees and 16.1% for employers. Standard value-added tax (VAT) is levied at 20%, although a reduced rate of 8.5% is applied on certain goods and services. ConfidentialSources: EIU, CIA WF

31 The Countries Slovenia Basic Data (2011): Population (m) GDP (US$ bn) GDP per capita (US$) GDP per capita (PPP; US$) GDP growth (%) Inflation (%) Unemployment (%) Sovereign rating (S&P) Gross government debt (% of GDP) Government deficit (%) FDI per capita ( ; US$) ,939 29, A ,531 Sources: IMF WEO (September 2011), EBRD 2009 report, Standard&Poors Note: Data for 2011 and the following years as estimated. Credit rating as of latest available. Confidential

32 Section 8 / Contact Details Confidential

33 Contact Details For further information, please contact our Head of Investor Relations: Mr. Fredrik Faberklev Direct tel: Head Office:Regional Office:Alpe-Adria Balkan Fund Ltd. AAB Advisers Ltd. 21 Engineer Lane Zabjak 3 GibraltarSI-1000 Ljubljana, Slovenia Tel: Tel: Fax: Fax: Confidential

34 Appendix 1 / Basic Fund Term Sheet Confidential

35 Appendix 1 / Basic Fund Term Sheet Basic Fund Term Sheet Fund profile:Private equity fund investing in high growth companies in various sectors in the Alpe-Adria Balkan region. Target companies with an EV of € Mio Domicile:EU registered fund domiciled in Gibraltar (A United Kingdom overseas territory) Type of fund:Closed end experienced investors fund Regulatory authority:Gibraltar Financial Services Commission (www.fsc.gi) Bankers:Société Géneralé (www.societegenerale.com) and Neue Privat Bank (www.npb-bank.ch) Auditors:Moore Stephens (www.moorestephens.com) Administrators:BC & Co. (www.benadycohen.com) Legal advisors:Benzaquen & Associates (www.benzaquen-associates.net) Currency:Euro Minimum subscription:€ , or equivalent in US Dollars, for institutional investors Turn page.. /.. Confidential

36 Appendix 1 / Basic Fund Term Sheet../.. Cont. Size of the fund:Authorized share capital of € 250 million Term of the fund:8 (+2) years Dividend policy:Contingent on profits Share classes:Preference redeemable shares Targeted IRR:15% per annum extracted over the duration of the fund Advisers/Managers:AAB Advisers Ltd. Initial charge:None Management fee:2% per annum Performance fee: 20% of net profits (subject to watermark – see full prospectus) Applicable law: The law of Gibraltar (EU law) Confidential


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