P D P - Developing Markets · PDP, Posebna družba za podjetniško svetovanje, d.d. P D P Posebna družba za podjetniško svetovanje, d. d. ADRIA AIRWAYS cont. Aprill, 2011 slide:

PDP, Posebna družba za podjetniško svetovanje, d.d.

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Posebna družba za podjetniško svetovanje, d. d.

WHO WE ARE?

  PDP is a financial holding company owned by three state owned funds (KAD, SOD, DSU)

  History:   Established in June 2009,   Capital increased by shares of 10 Slovenian companies previously owned by KAD, SOD, DSU (December 2009)

April , 2011 slide: 1

  Our investment philosophy is to manage companies in portfolio through active approach to ownership and corporate governance, in order to ensure growth in revenue, earnings and value.


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INVESTMENT PROCES, VALUE ADDING, EXIT PROCESS   Investment process:

  Portfolio company value adding:

  Exit process:

April, 2011 slide: 2

Portfolio company

value adding Deal closing Deal

structuring Exit Due diligence and valuation

Deal generation

Collection of binding bids

Collection of interest and non binding bids

Valuation and preparation of sales documents

Closing Preparation of the exit process

Portfolio company value

adding


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FINANCIAL POSITION


  PDP’s Balance sheet (in EUR million) 12/31/2010 12/31/2009

Assets 48.603 71.827Long term assets 44.776 66.831 Property, plant and equipment 0.017 0.013 Long term financial investments 44.759 66.811 Deferred taxes 0.000 0.007Short term assets 3.824 4.995 Short-term operating receivables 3.000 0.019 Cash 0.804 4.976Short-term deferred costs and accrued revenue 0.003 0.002

Liabilities and Shareholder's Equity 48.603 71.827Shareholder’s equity 43.543 71.804Long-term financial liabilities 5.000 0.000Long-term operating liabilities 0.000 0.000Short-term financial liabilities 0.000 0.000Short-term operating liabilities 0.060 0.024


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CURRENT INVESTMENT PORTFOLIO


Adria Airways www.adria.si

PDP Ownership: 86%

Elektrooptika

PDP Ownership: 70%

Aero www.aero.si

PDP Ownership: 33%

Fotona www.fotona.com

PDP Ownership: 70%

Novoles www.novoles.si

PDP Ownership: 17%

Paloma www.paloma.si

PDP Ownership: 71%

Rimske terme www.rimske-terme.si

PDP Ownership: 17%

Unior www.unior.si

PDP Ownership: 37%

Elan www.elan.si

PDP Ownership: 67%

Adria Airways Tehnika

http://www.adriatehnika.com

PDP Ownership: 52%


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ADRIA AIRWAYS


General Information Year of Founding 1961 Website: www.adria.si Industry Regional Airline Number of Employees 452 Member of Alliance Star Alliance Fleet (type & number of planes) 14

Airbus A320 1 Airbus A319 2 Canadair Regional Jet CRJ900 4 Canadair Regional Jet CRJ200 7 Results 2010 (in t EUR) 4

Sales 151,078 EBITDA -6,329 EBIT -19,657 Net income -15,975 Total Assets 145,762 Equity 8,132 Debt (financial) 89,347

Results 2010 (Physical data) Carried passengers 1,170,235 Cargo 1,960 tons Load factor (in %) 65,99

152.3

179.2 205.4

161.4 151.1

10.4 15.9 15.3 3.6 -6.3

2006 2007 2008 2009 2010

Sales (in m EUR) EBITDA (in m EUR)


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ADRIA AIRWAYS cont.

Aprill, 2011 slide: 6

  Adria Airways, the regional airline of Slovenia, has a 50-year tradition. Its flight network connects Ljubljana with more than 20 European cities and offers excellent connections to Southeast Europe.

  Adria Airways is a member of Star Alliance network.

  Company is currently operating 14 aircraft: 3 Airbus A319/A320 (135 seats), 4 Canadair Regional Jet CRJ900 (86 seats) and 7 Canadair Regional Jet CRJ 200 (48-50 seats) .

Process of search for a strategic partner

Adria Airways has started the process to find a strategic partner, investing in a share capital increase of the company in a level that is necessary to improve the operational and financial position of the company, ensure the company’s future growth and development of its well-recognized brand. The company is currently choosing the financial and legal advisors to lead the process. The tender will be published in May 2011. For any additional information please contact: or

Web site: www.adria.si

Mr. Matej Golob Matzele Chief Executive Director PDP, d. d. Phone.: +386 1 47 46 883 Fax: + 386 147 46 881 [email protected]

Mr. Klemen Boštjančič Chief Executive Director Adria Airways, d. d. Phone.: +386 4 25 94 600 Fax: + 386 4 25 72 572 [email protected]


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STRATEGIC GOAL OF ADRIA AIRWAYS


SEE REGION:   Growing market of

more than 9 million passengers carried per year;

  Most of the countries are in the process of joining the EU.

Adria Airways market share by Airports in the region (in 2010)

AIRPORT

AIRPORT PAX Adria Airways PAX TTL 2010 Market

share LJU 915,874 1,147,048 79.85% PRN 87,543 1,305,183 6.70% TIA 36,800 1,516,313 2.40% SJJ 17,295 557,025 3.10%

SKP 63,313 637,376 9.90% BEG 11,964 2,632,458 0.45% TGD 11,474 645,896 1.80% ZAG 2,071,561 0,00%

Plan of Adria Airways market share in SEE region and Revenues

141.7 140.7155.0

182.6

203.8

226.212.5%

11.1%12.2%

13.0%14.0% 15.0%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

16.0%

100

120

140

160

180

200

220

240

2009 2010 2011 2012 2013 2014

AARevenue(inEURmillion) AAmarketshareinSEE

TO BECOME A NUMBER

ONE AIRLINE IN

SEE REGION:

•  Sound financial foundation: •  Ensure sufficient level of capital,

which will result in financial stability of Adria Airways.

•  Inclusion of Adria’s hubs into a network: •  Connect with a partner who will, with

inclusion of Adria Airways hubs into its network, cover SEE region.

•  Further expansion: •  Further expansion in the region also

with M&A activities


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PROCESS OF PRIVATISATION


PROCESOF

SEP

SelectionofFinancialandLegalAdviser

Newmanagement

Startoftheprocessofprivatization

Publictender

JAN APRFEB MAY

1stRound:Presentationofstrategicconcept(non‐biddingoffers)

JUN

Entranceofstrategicpartner

JUL AUG

2ndRound:Selectionofbuyer(biddingoffers)

MAR

Completitionoftheprocess

Negotiations

DECNOVOCT 20122010

I.  Phase

1.  ManagementChange2.  Assuranceofaadditionalliquidity3.  Signedstandstillagreementwith

banks4.  Preparationofrestructuringplan

incooperationwithadvisor

II.Phase

1.  Operationalrestructuring(implementation)

2.  Financialrestructuring(implementation)

III.Phase

1.  Entranceofstrategicinvestor–signedagreement

2.  Capitalincrease3.  Squeezeoutofminorityshareholders


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AERO


General Information Year of Founding 1946 Industry Chemical, Graphic and Paper Manufacturers Number of Employees 221 Production programme

Repositionable products Self-adhesive materials for label industry Self-adhesive tapes Paper carrier bags Other products (microencapsulated products, etc.)

Results 20010 (in t EUR) Sales 24,000 EBITDA 2,550 EBIT 680 Net income 8 Total Assets 32,600 Equity 10,100 Debt (financial) 15,829

Results 2010 (Sales structure) Domestic market 18% Foreign markets 82%

36.9 36.2 38.8 39.7

37.4

1.7 2.3 4.4

1.7 1.5

2005 2006 2007 2008 2009



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AERO cont.


  Aero is a production and trading company with over 50 years experience with adhesives and coatings.

  Company wants to be recognized through their main brands, TIX, AEROTAPE and AEROTAC, as a reliable partner, offering solutions in the field of sticking, bonding, packing, information transfer and promotion.

Sales process The two largest owners of Aero, PDP and Probanka (owning more than 52 % of the total capital), have started the sale process of the company. Public tender will be published in May 2011.


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ELAN


General Information Year of Founding 1945 Industry Sport Equipment Producer Number of Employees 460 Divisons

Skis Snowboards

Sailing Boats Equipment for sport facilities

Results 2010 (in t EUR) Sales 83,533 EBITDA 6,317 EBIT -975 Net income -1,617 Total Assets 113,826 Equity 50,360 Debt (financial) 35,706 Elan Group is a leading producer and provider of sports goods with over a 60 years of tradition. With innovative approach and advanced technology, Elan is committed to developing products with technical and design perfection.

122.4 117.5

100.0

80.8 83.5

9.8 3.8 0.6 10.3 6.3

2006 2007 2008 2009 2010



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ELAN winter sports division


Elan winter sport division consists of skis and ski equipment manufacturing unit, snowboard manufacturing unit and five distribution units (in Germany, Austria, Canada, Switzerland and Japan).

In 2010 Elan sold 448 thousand pairs of skis, of which more than half under own brand Elan. Currently Elan is 7th global ski brand, which covers approximately 8% of global ski market. However, Elan last year represent 13% of global ski production. Elan also sold 217 thousand snowboards of which more than 10% were sold under own brand.

The company got several awards for its innovations and design. Elan confirms its reputation every winter season with innovation, originality and diversity. With revolutionary WaveFlexTM technology Elan has set a new milestone for the development of the ski industry.

In 2010, the company developed largest innovation since last 4 years, called AMPHIBIO. It is a unique and revolutionary innovation, that includes two profile technologies (camber in rocker) in one ski. It is also exclusively designed by Porsche Design Studio. Elan received a 2011 red dot design award for its AMPHIBIO skis.

Web site: www.elansports.com


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ELAN marine division


Elan yard is located in Begunje (Slovenia) since its beginnings in 1949. Nowadays Elan Marine division employs 340 workers. Entire production process is in-house including R&D department, lamination plant, joinery and assembly lines.

In 2003 Elan officially opened new assembly line along with implementation of the new environmentally friendly technology VAIL (Vacuum assisted infusion lamination) and new highly efficient cleaning device.

The total of 16.000 m2 production area was extended in 2007 with the modern production plant for larger yachts. Elan has been in close cooperation with world’s leading yachts designers. In 2010 Elan, in a segment of sailing boats between 32 and 60 ft (taht represents 20% of the nautical maket), sold 122 boats, getting a 5,2 % market share.

Elan presented three new models in 2010. Models Elan 350 and Impression were launched in May, while Elan 210 was developed last year, and presented in January 2011. Model Elan 350 received a prestigious award European Yacht of the Year 2010 in the performance range. Elan already won this prestigious award in 2007 with Elan340 and in 2006 with Impression 344.

In 2010 the marine division also started with production of parts for wind powers, for Siemens Wind Power. Root segments will be produced in 2011, as well.


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ELAN sport equipment division


For over 60 years, Elan Inventa (Sport Equipment Division) has been producing and supplying top quality products and services for sports facilities. Elan Inventa has been one of the leading trademarks in the field of sports and leisure time activities in Slovenia as well as in the markets of former Yugoslavia. More than 2.500 sports facilities have been equipped with Elan's equipment and over the past years even more and more on competitive European markets. In 2010, Elan successfully equipped largest sports facility in Slovenia, Stožice Arena.

Web site: www.elan-inventa.com

Process of search for a strategic partner

Elan has started the process to search a strategic partner investing in a share capital increase of the company in a level that is necessary to ensure the company’s future growth with new investments, and development of its brand. PwC was nominated as a financial advisor to lead the process. The tender will be published in May2011. For any additional information please contact:

Mr. Luka Vesnaver Head of Corporate Finance, Adria Region PricewaterhouseCoopers, d.o.o. Phone.: +386 41 279 890 [email protected]


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FOTONA


General Information Year of Founding 1964 Industry Laser Technology Number of Employees 236

Products: medical, industrial, defense and other laser systems

Results 2010 (in t EUR) Sales 19,648 EBITDA 1,540 EBIT 521 Net income 457 Total Assets 19,687 Equity 14,501 Debt (financial debt) 1,615

Sales by markets 2010 ( in %) Europe 37% Asia 37% America 17% Slovenia 4% Other 5%

Sales by products/programs 2010 ( in %) Dermatology (Aesthetics) 57% Dentistry 20% Industrial 2% Defense 19% Other 2%

17.7 17.7 17.7

14.0

19.6

2.9 2.4 1.1 1.0 1.5

2006 2007 2008 2009 2010



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FOTONA cont.


Fotona is one of the most successful companies, recognized as a world leader in the innovation, development and manufacture of laser systems. Fotona manufactures laser systems for:   medicine (dentistry, dermatology - aesthetics, gynaecology,

surgery),   defence program,   industry.

LigthWalker In the beginning of December 2010 Fotona introduced the first models of a new medicine platform called LightWalker. LightWalker is based on Fotona’s 45 years od experience in laser technology. IDS 2011, the world's leading dental trade show, saw Fotona leading the way in the laser dentistry market with the launch of its latest laser system LightWalker.

Web page: www.fotona.com, www.lightwalkerlaser.com

Sales process:

PDP plans to launch a sales process of its stake in Fotona in June 2011.


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PALOMA


General Information Year of Founding 1873 Industry Paper producer (Houshold and hygenic p.) Number of Employees 853 Products

Toilet paper Napkins Towels Hadnkerchiefs Away from home programme

Results 2010 (in t EUR) Sales 86,046 EBITDA 2,297 EBIT -3,343 Net income -4,438 Total Assets 59,334 Equity 8,956 Debt (financial) 23,539

Results 2010 (Physical data) Paper production (in tons) 64,863 Prod. of hygienic paper articles (in tons) 63,859

86.2 88.3 86.5 85.8 86.0

2.7 1.2 1.9 10.1

2.3

2006 2007 2008 2009 2010



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PALOMA cont.

April 2011 slide: 18

.

Paloma is a significant and very successful regional tendering firm of high quality hygienic paper products with a leading brand name in the Adriatic and Central European region. It is a reliable supplier of commercial trade marks in South-Eastern, Eastern and Western Europe.,

Paloma is leading the Slovene market with a dominant position in toilet paper and napkins, and leading positions in tissues and kitchen towels. It is one of the top players in the hygienic tissues market in Croatia and Serbia. It exports mainly to the E.U., including Germany, Austria as biggest exports countries in Western Europe.

Paloma fulfills the highest quality standards both in terms of local GMP as well as to EU-Standards. Furthermore, it operates a well positioned business policy in order to fully manage the requirements of international standards, accordingly. The annual paper processing capacity amounts to c.70,000t.

Paloma is the No. 1 brand in terms of consumer recognition (toilet paper, kitchen towels) in Slovenia, No. 2 in Croatia in Serbia, and No. 3 in Bosnia. Furthermore, it is a well recognized trademark as well as private label manufacturer in Western Europe, especially in Germany and Austria.

Process of capital increase

Paloma has started the process of seeking a partner investing in a share capital increase of the company in a level that is necessary to improve the operational and financial position of the company, ensure the company’s future growth and development of its brand. Raiffeisen Investment is leading the process. Currently, negotiations with the binding bidders are on going.


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RIMSKE TERME


General Information

Year of Founding 2000

Industry Thermal Spa Number of Employees 9

Non operating company

Project of Revitalization of Ancient Roman Thermal Spa in progress

Planned Opening of Business (Thermal Spa Centre)

Beginning of 2011

Results 2010 (in t EUR) *

Sales /

EBITDA /

EBIT /

Net income /

Total Assets 37,726

Equity 11,537

Debt (financial debt) /

6 87

230

-315 -137 -461

2007 2008 2009

Sales (in t EUR) EBITDA (in t EUR)


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RIMSKE TERME

April 2011 slide: 20

The healing power of the thermal water from Rimske Toplice has a rich history dating back to ancient Roman times, when the ancient Romans built the first baths here.

The Rimske terme Business Wellness SPA Resort will combine history and tradition with modern programs and equipment to offer its guests efficient health treatments and care.

The thermal water and the air, with their healing effects, are bases of all programs. According to the balneological research, certified also by decision of Ministry of Health of Republic of Slovenia, the air and the thermal mineral water of the centre are natural medicines with healing effect for several types of diseases and injuries.

Rimske terme is situated in Rimske Toplice (213 m), nearby Savinja river, where at the foot of hills Stražnik (648 m) and Kopitnik (910 m) thermal springs are located. Rimske terme is located only a few km from Laško and less than 20 km from Celje and connection to the highway

The centre consists of the two renovated hotels, Sofijin dvor and Zdraviliški dvor, as well as the new central facility, Rimski dvor, and the beautiful park with exotic vegetation from all over the world.

The surface area of the complex covers over 230,000 m2. The facilities feature 357 beds and 29,675 m2.

Estimated investment value is 48,6 m EUR.

Process of finding a strategic partner

Rimske terme and its owners started the process of finding a strategic partner, investing in a share capital increase of the company and/or buying ownership stakes from existing shareholders. PDP, d. d. has a lead mandate to find an investor.


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PDP AS AN INVESTMENT OPPORTUNITY

  There are a lot of new investment opportunities on Slovene market for PDP, due to expected distressed sales, privatizations and capital increase needs;

  PDP seeks new capital to take part in new investments, focusing on companies in special situations, with great potential to increase their value;

  Potential investor can invest into PDP through a combination of capital increase and partial purchase of shares from existing shareholders of PDP.

  Potential investors are encouraged to contact one of the following PDP representatives:


Mr. Matej Golob Matzele Chief Executive Director PDP, d. d. Phone.: +386 1 47 46 883 Fax: + 386 147 46 881 [email protected]

Mr. Borut Jamnik Chairman of the Board of Directors PDP, d. d. Phone.: +386 1 47 46 702 Fax: + 386 147 46 881 [email protected]


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OUR TEAM AND OUR CONTACTS Board of Directors:

  Mr. Borut Jamnik, President of the Board (Non Executive),

  Mr. Tomaž Kuntarič M. Sc. , Deputy President of the Board (Non Executive),

  Ms. Metka Kandrič, Member of the Board & Executive Director

  Mr. Janez Prašnikar Ph. D., Member of the Board,

  Mr. Matej Golob Matzele – Member of the Board & Chief Executive Director.

Other Members:

  Mr. Jože Bajuk, M. Sc. – Head of Legal Department,

  Ms. Andreja Cencelj – Senior Investment Manager,

  Mr. Aleš Zupančič, CFA – Senior Investment Manager,

  Mr. Denis Marinšek – Investment Manager.

Contact: PDP

Dunajska cesta 119, SI-1000, Ljubljana, SLOVENIA

Phone: + 386 1 47 46 883, Fax: + 386 1 47 46 881

E-mail: [email protected]


Documents

P D P - Developing Markets · PDP, Posebna družba za podjetniško svetovanje, d.d. P D P Posebna družba za podjetniško svetovanje, d. d. ADRIA AIRWAYS cont. Aprill, 2011 slide: