Ukraine Concorde Capital

July 10, 2014

Conference Takeaways ’s European Vector: Impact on Business London, July 3-4, 2014 ___ Conference outline, July 3: speakers Politics and Reforms Session - Igor Mazepa, CEO, Concorde Capital - Petro Poroshenko, President of Ukraine (via video address) - Andy Hunder, Director of The Ukrainian Institute in London - Sir Gerald Howarth, Member of British Parliament - Edward Lucas, Editor, The Economist - Robert Brinkley, former Ambassador of the United Kingdom to Ukraine - Oleg Bakhmatyuk, Ukrainian businessman

Macro Trends Session - Valeriia Gontareva, Head of Central Bank of Ukraine (via live video call) - Dmytro Fedoruk, Counsel, Clifford Chance - Sergei Voloboev, Director, Emerging Markets Economics, Credit Suisse - Alexander Pivovarsky, Senior Adviser, Corporate Strategy, EBRD - Richard Segal, EMEA Credit Strategist, Jefferies International

Business Session - Victor Pinchuk, Ukrainian businessman - Yuriy Vitrenko, Senior Advisor to CEO, of Ukraine - Tymur Novikov, First Deputy Chairman of the Board of PrivatBank - Kirill Rubinski, CEO, EastOne - Alexey Golubovich, Founder, Arbat Capital

Special Investment Opportunities in Ukraine Roman Ivanyuk, Head of Investment Banking Department Alexander Paraschiy, Head of Research, Concorde Capital

One-on-one meeting with funds, July 4: speakers Astarta Mykola Kovalski, Director for Development & IR

Avangardco and Ukraldndfarming (ULF) Oleg Bakhmatyuk, main shareholder and CEO (ULF) Ihor Petrashko, Deputy CEO (ULF) Oleksiy Yergiyev, Head of Investments (Avangardco)

First Ukrainian International Bank (PUMB) Sergey Chernenko, CEO Igor Kozhevin, CFO

Kernel Yuriy Kovalchuk, Director, Corporate Investments

MHP (Myronovsky Hliboproduct) Irina Bublik, Head of Investment Planning

Naftogaz of Ukraine Yuriy Vitrenko, Senior Advisor to CEO

CONCORDE CAPITAL Conference Takeaways Concorde Capital July 10, 2014 ABSTRACTS FROM PRESENTATIONS, JULY 3

Petro Poroshenko, President of Ukraine The now famous EuroMaidan protest proved to the world that the Ukrainian people belong to the European family. As signing the free trade portion of the Ukraine-EU Association Agreement, Poroshenko is now responsible for ensuring that Ukraine’s European choice becomes a permanent reality, rather than a brief illusion.

Ukraine has enormous potential in the agriculture and food industries, and the Association Agreement and deregulation that the government is bringing to the sector will serve to unlock it. Other promising sectors are machinery, infrastructure, IT and energy, which are looking for new markets, opportunities and investments.

The government is planning to fulfill a wide range of political and economic reforms that will make investment in Ukraine a positive experience with fewer risks. Among these efforts will be attempts to deal with corruption, deregulation of business, judiciary reform as well as reforms in law enforcement bodies. Further steps are planned to improve the stability and efficiency of the banking system.

Reforms aren’t something that can be postponed – we have to produce results today. The government has gained a chance to modernize the country and bring real reforms to the benefit of our citizens, business and investors, and we simply can’t afford to lose it. [Concorde Capital note: Indeed, as many experts at the conference noted, reforms are a crucial step in securing Ukraine’s territorial integrity, unlike in 2005 after the Orange revolts, when reforms were just an option]. All the reforms in the pipeline should improve the investment climate in Ukraine, so right now you have a unique opportunity to be the first to get in.

Valeriia Gontareva, central bank head Link to Gontareva’s introductory speech (video) on the NBU website Link to the key points of Gontareva’s speech in an NBU press release

The primary task of the (NBU) is to restore confidence in the banking system and secure the banking system’s stability, including:  Securing a fully flexible UAH/USD rate and implement inflation-targeting. Inflation-targeting will be introduced during the next 18 month. Inflation- targeting is impossible to implement without normal working capital markets.  Stability of the banking sector. The core task here is to remove all the earlier implemented restrictions. It is important to consolidate the banking sector, with greater focus on the quality of management, high standards of corporate governance and transparency of funding sources. Important tasks also include strengthening supervision over the banking sector, as well as the creation of special programs to stabilize the banking system, its capital and liquidity. This task will be executed in cooperation with the World Bank. Reaching these goals would help boost the confidence of depositors and investors and foster sustainable economic growth in Ukraine.

Also among Gontareva’s goals is to abolish regulations that inhibit free cross- border flow of currency.

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CONCORDE CAPITAL Conference Takeaways Concorde Capital July 10, 2014

Regarding the IMF, its mission’s results will be disclosed by the end of July. Ukraine has met all the parameters to qualify for a new tranche (about USD 1.4 bln in July).

View on the economy:  Economic performance is better than could have been expected given the turmoil in eastern Ukraine. 2015 GDP is projected to increase by 1-2% owing to a positive shift in the investment climate, gains in price competiveness and structural adjustments in the economy.  Outlook for hryvnia: Gontareva didn’t provide any concrete outlook for the UAH/USD rate as she’s committed to not influencing exchange rates. However, she believes the hryvnia might stabilize [Concorde Capital note: we interpret it as the hryvnia might strengthen] in the near term, while much will depend on the situation in the easternmost regions.  Some inflow of private deposits has been recently observed, which is encouraging for the future stability of the banking system (deposit inflow was UAH 1.5 bln in June vs. UAH 15.8 bln outflow in May, according to updated information from the NBU. Outflow was still being observed in Crimea and the easternmost regions of Ukraine, while the majority of regions demonstrated 2-5% m/m growth).

Victor Pinchuk, businessman On Ukraine’s key drivers

Ukraine suffered a real tragedy it had never before and gained its biggest chance as never before. Therefore, it’s an absolute priority for the president to establish peace in Ukraine and for the prime minister is to undertake reforms. Ukraine’s civil society is more mature than its political society, and Ukrainians, as the EuroMaidan events showed, are ready to pay a big price to try to change the country for the better. There is high demand for rule of law and fighting corruption in Ukraine and this is what the government is committed to doing and this is what investors will welcome.

Clearly, achieving peace is the main goal right now. When it is achieved, the great combination of strong leadership and a mature society (which Pinchuk believes Ukraine has right now) will make the country popular for investors.

Oleg Bakhmatyuk, businessman On new challenges and opportunities for Ukraine

The recent political events reflect hopes for the better, though these hopes have yet to become reality. What has really changed in recent times is the consolidation of the whole Ukrainian community against the backdrop of recent challenges. All the elites have united, abandoning their differences and working hard to save Ukraine and promote its prosperity. The new challenges and risks also create a background for new opportunities for Ukraine.

Indicative is the example of the latest natural gas war with Russia, which is an opportunity for Ukraine. It started far before the heating season to Ukraine’s benefit, allowing it reconsider its gas dependence on Russia and even find ways to live without Russian gas entirely. Ukraine’s crisis might even trigger reforms of the whole energy sector of now.

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CONCORDE CAPITAL Conference Takeaways Concorde Capital July 10, 2014

Ukraine’s most prospective sector, as Bakhmatyuk sees it, is grain farming and trading. In the near future, Ukraine will become as important a player on the grain market as Saudi Arabia is on the oil market.

It’s important that the government invest the money that is being offered by IFI into Ukraine’s infrastructure. This will provide a good platform for attracting new investments into the private sector already next year.

Sergei Voloboev, Credit Suisse On the need for reforms and Ukraine’s macroeconomic outlook

By late 2013, Ukraine was facing the most daunting macro imbalances in EEMEA (massive energy subsidies and funding needs, inflexible exchange rate, very low and falling FX reserves) and an oppressive business environment.

The strong IFI-backed reform program adopted earlier this year offers arguably the best (yet potentially last) chance for a breakthrough on reform.

The main challenge for elites, besides preserving Ukraine’s integrity, is to rise above narrowly interpreted political interests in order to curb corruption, support democracy, and establish a level playing field for businesses and individuals.

Ukraine’s progress on reform, in governance and transparency, would offer the best indemnity against future attempts to undermine its integrity.

This year will be challenging for the Ukrainian economy. GDP is forecasted to decline 5.3% in 2014, with more downside risk. The hryvnia is set to further weaken to 12.4/USD by the end of the year. (The bank’s analysts also consider in their base-case scenario GDP recovery of 1.5% growth in 2015 and strengthening of the local currency to 12/USD by end-2015).

Alexey Golubovich, Arbat Capital On investable sectors of Ukraine

The recent political changes give Ukraine an opportunity to be the first big country in the post-Soviet space to make a real large-scale transition from a government-controlled to free market economy. Ukraine has the potential for successful modernization and liberal economic reform. Worsening trade conditions with Russia is the main challenge to Ukraine, and they might harm some sectors (railcar, paper, furniture and confectionery producers).

With the right package of reforms, Ukraine has a chance for the fast modernization of export-oriented industries and its agro-industrial sphere. It inexpensive and highly qualified workforce and position “near the EU, but without full-scale EU bureaucratic regulations” offer an excellent opportunity for growth.

The most attractive sectors for investments are food, grain producers, sunflower and other oil-bearing crop processors, building materials, IT services, transportation and storage, and sea ports.

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CONCORDE CAPITAL Conference Takeaways Concorde Capital July 10, 2014 Richard Segal, Jefferies International On global context and investment attractiveness of Ukraine

The situation for Ukraine, which is set to show negative economic growth in 2014 for obvious reasons, is different from what it was in 2008-09, when the decline was prompted by the global crisis. There is a good chance to recover quickly now, given the West is ready and capable of helping the country.

Now is a good opportunity for reforms and it might be the right time to start thinking about investing in Ukraine, though the risks are still there. Many public and private investment plans – IT, logistics, construction and transportation – are ready and waiting.

Dmytro Fedoruk, Clifford Chance On legislative trends in Ukraine

Ukraine’s parliament recently passed a number of laws to make business in Ukraine more attractive, including (1) simplified company registration procedures, (2) increased control of companies’ directors by shareholders, (3) the abolishment of more than 80 permits out of 120 key permits and (4) the introduction of simplified permitting procedures.

Other important steps toward improvement of transparency are (1) the new law on public procurement (elimination of corrupt schemes), (2) the initiated reform of Naftogaz, and (3) the initiated reform of Ukrainian Railways.

Steps that could be expected are: (1) simplification of VAT reimbursement, (2) the introduction of simplified currency control regime, and (3) further simplification of the licensing regime for most licensed business activities.

Yuriy Vitrenko, Naftogaz of Ukraine On restructuring of the company

The company’s top-management is initiating a reform of Naftogaz aimed at increasing its transparency and financial stability. The key items are (1) “unbundling” in compliance with the Third Energy Package of the EU, (2) financial and legal restructuring, (3) gradual privatization of upstream assets, privatization of a part of underground gas storage facilities, and (4) a joint venture with experienced Western partners to operate the gas transit system and underground gas storage facilities.

Naftogaz is pursuing an idea to do an IPO of its gas production asset, Ukrgazvydobuvannia (producer of 15.1 bcm of natural gas in 2013), with a listing on the local stock exchange. Up to 15% shares might be listed, with Naftogaz is estimating total MCap of UGD at USD 12 bln. [Concorde Capital note: this implies a USD 135/boe multiple, which is on par with the multiple of Serinus Energy (SEN PW), the most actively traded gas producer exposed to Ukraine.]

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CONCORDE CAPITAL Conference Takeaways Concorde Capital July 10, 2014 KEY MESSAGES FROM GUEST COMPANIES, JULY 4 MEETINGS

Astarta (AST PW) The company is not considering initiating large investment projects this year, given political uncertainties, and will rather concentrate on the achievement of better internal efficiency.

In the mid- to long-term, the company is going to focus on further growth via new projects and acquisitions. In particular, the company sees potential opportunities for further asset consolidation in the Ukrainian sugar sector (in 2013, the company produced 26% of all domestic sugar, up from 19% in 2012).

The company is going to increase sugar production in 2014 up to 50% yoy, expecting to harvest 30% more sugar beets. Supplies of additional sugar beets from third parties have been contracted already. Astarta expects radical movements in sugar prices this season (they rose 22% yoy, in USD terms in 1Q14), given that total domestic supply of sugar in the season, estimated by the company at 1.4 mmt, will be less than annual demand (about 1.9 mmt). [Concorde Capital note: assuming a stable outlook for the rest of the year, we see average sugar prices in Ukraine could being 5-10% higher yoy, in USD terms.] This year, the company expects better harvest yields for all its crops.

Avangardco (AVGR LI, AVINPU) and Ukrlandfarming (UKRLAN) 2014 should be good for Ukrlandfarming (ULF) and worse for Avangardco, which is heavily exposed to the Donbas area. The total net effect for consolidated ULF will allow it to perform flatly yoy, in terms of P&L. There are no differences between Avangardco and ULF at top-level management.

Avangardco will suffer this year from the turmoil in Donbas, which accounts for 30% of the company’s domestic sales of eggs. Four Avangardco factories are located in the and regions (about 18% of the company’s total egg production capacity). In the base case, Avangardco will produce as much eggs this year as it made in 2013.

Avangardco’s Crimean factories are closed at the moment, due to the unclear legal status of its Crimean assets. Potentially, the company is ready to restart its Crimean assets, once it understands the legal and political environment. Due to a lack of water supply, the company lost all its sowings of rice in Crimea, where it spend about USD 8 mln.

Avangardco committed a year ago to pay 25% of its 2013 profit in dividends. Given the new reality, the company might revise its commitment to lesser or no dividend distribution this year. [Concorde Capital note: This is clearly not encouraging news for Avangardco stock holders.]

Avangardco has yet to start accumulating cash to repay its USD 200 mln Eurobond due next year. It currently has no plans to restructure the bond, while it is considering an opportunity to refinance it by attracting a loan or proceeds from a new bond to be raised by ULF. [Concorde Capital note: To us, it seems like restructuring is one of the multiple options open to Avangardco. We understand that the company and its bigger holding are not willing to get rid of their significant amount of USD cash, even though its balance sheet suggests such a move. If no refinancing is available, restructuring will become a reality.]

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CONCORDE CAPITAL Conference Takeaways Concorde Capital July 10, 2014

Ukrlandfarming is set to show good results this year. It sowed all its land bank (about 650,000 ha) and expects a very good harvest as its yields may exceed last year’s levels. Its corn harvest is expected at 2.6 mmt (vs. 2.5 mmt in 2013) and it’s going to export 3.4-4.0 mmt of corn this year (including 2.4 mmt of own corn), up from 2.4 mmt in 2013.

The strategic goal of the holding is to become a fully vertically integrated “resource company” involved in production, processing, storage, and shipment of corn to the global market and controlling the whole chain (including the entire transport chain and port infrastructure). The company is currently actively investing into infrastructure and logistics.

ULF is still considering an IPO, but it’s not likely to be sooner than a year.

Regarding the Donbas conflict, defeating the separatists is not enough to establish peace in the region. The region needs leadership that has enough charisma and trust of the local establishment to be able to run it. All the government’s efforts should be aimed at finding such a leader for Donbas.

Kernel (KER PW) Kernel`s margins in its key business segment, sunflower seed crushing, recovered in FY2014. Should the sunflower seed harvest remain at similar levels this season, the company expects its margins to stay flat in FY2015.

The contribution of the farming segment to Kernel’s EBITDA was negative in FY14, due to a 25-45% drop in crop prices, higher costs and lower-than- expected crop yields. The company expects its crop yields to be higher in FY15, and in the next two years, due to implemented changes. They include adjustments to fertilizer application and farming costs per ton, which will decrease by 12-34% yoy in FY15.

Hryvnia devaluation will have a positive impact on FY15 earnings, with 9-12 months required for the benefits to offset the USD 55-60 mlln loss from VAT receivables revaluation posted in FY14. Devaluation benefits come from lower costs in the farming segment and reductions in SG&A.

Kernel’s net debt stood at USD 916 mln as of March 2014. USD 446 mln of this debt was covered by readily marketable inventories, most of which are usually sold by June 30. Another USD 171 mln was in taxes recoverable and prepaid, with the remaining amounts mostly representing working capital in its farming division. With a moderate CapEx of USD 50 mln planned for FY15 (including USD 25 mln in maintenance), Kernel plans to continue deleveraging in FY15.

The company constantly monitors possible M&A targets and sees room for further consolidation of its crushing industry in Ukraine, but it doesn’t expect consolidation to happen in the short term due to overly high valuation expectations from sellers.

Kernel`s dividend policy is to pay USD 0.25/share annually, starting in FY14 (at a dividend yield of 2.4% at current prices).

MHP (MHPC LI, MHPSA) The impact of Russia’s annexation of Crimea on MHP has been limited so far. One of the company’s five poultry factories (10% of MHP’s capacity, 9% of 2013 EBITDA) is located on the peninsula, and it is the only poultry producer there. There haven’t been any disruptions of fodder supply to MHP’s facility in Crimea or problems with poultry distribution on the peninsula.

MHP’s exposure to the conflict in Donbas is reflected in operating a breeding factory in Shakhtarsk (25% of MHP’s breeding capacity) and a meat-processing

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CONCORDE CAPITAL Conference Takeaways Concorde Capital July 10, 2014

plant, which generates 5% of total EBITDA. These enterprises are operating as normal.

The change in the company’s CEO from Yuriy Kosyuk to Yuriy Melnik will not significantly impact MHP’s operations. In his previous position of first deputy CEO, Yuriy Melnyk was responsible for operations management, while Yuriy Kosyuk was in charge of strategic management.

Future expansion plans include an option to construct the second stage of the Vinnytsia poultry factory with an annual poultry production capacity of 220 kt, having capital requirements of USD 500 mln (the first stage, 220 kt, was worth USD 750 mln). If the construction of the facility starts in 2015, it will be launched in 2019 and its estimated IRR is around 20%.

Another expansion option for MHP is to purchase a company in Europe. MHP is thinking about a meat production company in Europe, the downside of which is fourfold lower margins than in Ukraine.

CapEx for 2014 is expected at USD 120 mln, USD 30 mln out of which is the finalization of the construction of the first stage of the Vinnytsia production complex. USD 50 mln is for maintenance CapEx.

Hryvnia devaluation negatively impacted selling prices for poultry on the local market, in dollar terms, but the company is gradually adjusting hryvnia prices to offset the devaluation effect.

The company does not rule out the opportunity to pay dividends next year, even though it will post negative P&L (on one-off exchange losses related to devaluation of the hryvnia).

Naftogaz of Ukraine (NAFTO) The key message for bond holders is that Naftogaz is not accumulating funds to repay its USD 1.6 bln Eurobond in September. All the cash that the company is collecting is being used to purchase imported gas. Naftogaz is expecting that the government will provide the needed funds for the company to repay its Eurobond. If not, the repayment will be a headache for the Ministry of Finance, as the paper has a state guarantee. All in all, it’s the government that is responsible to secure the smooth repayment of Naftogaz’s debt. [Concorde Capital note: This is fully in line with our view that Naftogaz bonds are nothing else but sovereign paper].

The company is in constant discussions with Gazprom on how to resolve their gas conflict. The new gas deal, or revision of the terms of an old gas deal (with lower gas prices for Ukraine), would be beneficial for both sides. Though, it’s political issues that are preventing the companies from reaching a mutually beneficial deal.

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CONCORDE CAPITAL Conference Takeaways Concorde Capital July 10, 2014 Contacts

CONCORDE CAPITAL 2 Mechnikova Street, 16th Floor Parus Business Centre Kyiv 01601, Ukraine Tel.: +380 44 391 5577 Fax: +380 44 391 5571 www.concorde.ua Bloomberg: TYPE CONR

CEO RESEARCH Igor Mazepa [email protected]

Head of Research Managing Director, Alexander Paraschiy [email protected] Head of Sales and Trading Andriy Gerus [email protected] Macroeconomics Alexander Paraschiy [email protected]

SALES Metals & Mining, Consumer Roman Topolyuk [email protected] Alexandra Kushnir [email protected] Yuri Tovstenko [email protected] Utilities, Energy, Financials, Consumer Alisa Tykhomirova [email protected] Alexander Paraschiy [email protected]

Politics Zenon Zawada [email protected]

Editor Zenon Zawada [email protected]

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