Disclaimer

This presentation does not constitute or form part of and should not be construed as an advertisement of securities, an offer or invitation to sell or issue or the solicitation of an offer to buy or acquire or subscribe for securities of Emperia Group or any of its subsidiaries or any depositary receipts representing such securities in Any jurisdiction or an invitation or inducement to engage in investment activity in relation thereto. In particular, this presentation does not constitute an advertisement or an offer of securities in .

No part of this presentation, nor the fact of its distribution, should form the basis of, or be relied on in connection with,any contract or commitment or investment decision whatsoever. No representation, warranty or undertaking, express or implied, is given by or on behalf of Emperia Group or any of its directors, officers, employees, shareholders, affiliates, advisers, representatives or any other person as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein or any other material discussed at the presentation. Neither Emperia Group nor any of its directors, officers, employees, shareholders, affiliates, advisors,representatives or any other person shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this presentation or any other material discussed at the presentation or their contents or otherwise arising in connection with the presentation.

This presentation includes statements that are, or may be deemed to be, “forward-looking statements”, with respect to the financial condition, results, operations and businesses of Emperia Group. These forward-looking statements can be identified by the fact that they do not only relate to historical or current events. Forward-looking statements often use words such as” anticipate”, “target”, “expect”, “estimate”, “intend”, “expected”, “plan”, “goal” believe”, or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, a number of which are beyond Emperia Group’s control. As a result, Emperia Group’s actual future results may differ materially from the plans, goals and expectations set out in these forward-looking statements. Emperia Group assumes no responsibility to update any of the forward looking statements contained in this presentation.

This presentation is not for distribution in, nor does it constitute an offer of securities for sale, or the solicitation of an offer to subscribe for securities in Australia, Canada, Japan or in any jurisdiction where such distribution, offer or solicitation is unlawful. Neither the presentation nor any copy of it may be taken or transmitted into the United States of America, its territories or possessions, or distributed, directly or indirectly, in the United States of America, its territories or possessions or to, or viewed by any U.S. person as defined In Regulation S under the US Securities Act 1933 (the "Securities Act”). Any failure to comply with these restrictions may constitute a violation of United States, Australian, Canadian or Japanese securities laws. The distribution of this presentation in certain jurisdictions may be restricted by law and persons into whose possession this document or any other document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.

The information and opinions contained in this document are provided as at the date of this presentation and are subject to change without notice. Some of the information is still in draft form and neither Emperia Group nor any other party is under any duty to update or inform recipients of this presentation of any changes to such information or opinions. In particular, it should be noted that some of the financial information relating to Emperia Group and its subsidiaries contained in this document has not been audited and in some cases is based on management information and estimates.

Neither Emperia Group nor any of its agents, employees or advisors intend or have any duty or obligation to supplement, amend, update or revise any of the statements contained in this presentation.

2014-07-04 2 Emperia Group

Emperia is one of Poland’s largest and most dynamic groups (165th in the 500 Largest Companies in Poland ranking*), extending its reaching throughout the country. Established in 1990, Emperia operates in the retail FMCG segment. The group’s parent company, Emperia Holding S.A., is responsible for developing strategy and monitoring progress at all of the Emperia Group companies.

Emperia Holding S.A. has been listed on the Warsaw Stock Exchange since 2002. Long-term value creation combined with a stellar record in corporate governance and business ethics are at the core of our relations with shareholders and investors.

* Rzeczpospolita’s 500 Largest Companies in Poland ranking, 16th edition.

2014-07-04 3 Emperia Holding S.A. – management board

Dariusz Kalinowski – President

• 11 years with Emperia Holding S.A. • Graduated from the University of Szczecin, Economics Department • MBA from the European University Centre for Management Studies in Switzerland • President of the Management Board, Stokrotka Sp. z o.o.

Cezary Baran – Vice-President

• 13 years with Emperia Holding S.A. • Graduated from the Maria Curie-Skłodowska University, Economics Department • Investment adviser licence no. 241 • Member of the Management Board, Finance Director, Stokrotka Sp. z o.o.

2014-07-04 4 Emperia Holding S.A. – supervisory board

Artur Kawa – Chairman Jarosław Wawerski – Member • Co-founder of Emperia Holding S.A. • President of Emperia Holding’s management board from founding to • Co-founder of Emperia Holding S.A. 2013 • Graduated from the Lublin University of Technology, Electrical • Graduated from the Lublin University of Technology, Electrical Engineering Faculty Engineering Faculty • Vice-President of Emperia Holding’s management board • MBA from the University of Minnesota during 1995-2012 Artur Laskowski – Member Andrzej Malec – Member • Co-founder of BOS S.A. (acquired by Emperia Holding S.A.), long-term management board member of the Company • Graduated from the University of Bialystok Faculty of Law, obtained a degree in philosophy and logic, at the Lomonosov Moscow State University Michał Kowalczewski – Independent Member • Completed studies at the Precision Engineering Technical Vocational School in Białystok • PhD in economic sciences; graduate of Warsaw School of Economics (SGH) Finance and Statistics Department

2014-07-04 5 Emperia Holding S.A. on the Warsaw Stock Exchange

Having been listed on the Warsaw Stock Exchange for 12 years, Emperia operates in a manner that is openly transparent for Shareholding structure our shareholders. (as per the Company's latest data) • two successful public share offers, • all shares are publically traded and carry the same rights, Free float Shares owned • numerous recognitions for corporate governance. 56.06% by Emperia are to be cancelled 10.63% Number of registered shares: 15,115,161

Altus TFI Shares owned by Emperia: 1,606,768* 12.87%

Market capitalisation: approx. PLN 910 million** Ipopema TFI ING TFI 9.48% 5.36% AXA OFE * Data on 14th May 2014. 5.9% ** Data on 21st May 2014.

2014-07-04 6 Emperia Group – business divisions

Retail Stokrotka

Elpro Development S.A. Property management Property and other SPVs and development

B2B communications IT Infinite ERP systems for retail

2014-07-04 7 Emperia Group – history

Launch of Announcement of wholesale food Emperia Holding S.A. Consolidation with Disposal of Tradis Dividend payment of intent to divide product IPO on the WSE BOS Group PLN 56.41 per share Emperia Holding S.A. operations

1990 1996 2002 2006 2011 2012 2013 2014

First Stokrotka store, in Implementation of new Łęczna near Lublin solutions in the retail segment

2014-07-04 8 Disposal of Tradis

We always take decisions in the interest of our shareholders

• proposal to acquire Tradis by Group - September 2010 • Emperia's average share price between January and August 2010 - PLN 82.44 • transaction closing - December 2011 • final sale price (cash) PLN 1,095.6 million • net assets of the subsidiaries sold PLN 327.0 million • dividend paid out following the transaction PLN 817.7 million • dividend per share PLN 56.41

Sale price per share PLN 74.96

2014-07-04 9 Tradis - experiences

• nationwide leader in active distribution • one of the largest franchisor in the FMCG market • network comprising over 4,000 stores • organic growth and M&A •2011 revenue from sales: PLN 5.3 billion Cash&Carry Service Macro-regional centre

2014-07-04 10 Retail Poland Macro Snapshot

Retail trade turnover month year ago = 100 108 106 104 102 • population over 38.5 million 100 98 • nominal GDP $513.7 billion in 2013 96 94 • the 6th largest economy in the EU

• one of the fastest growing country within the EU Poland EU28 Disposable income of households per capita, • the value of the FMCG market reached PLN 211.6 billion in 2013 y-o-y 15% • disposable income will continue its growth as a result of the 10% ..disparity between Poland and the EU 5% 0% -5% 2004 2005 2006 2007 2008 2009 2010 2011 2012 * Source: Eurostat, GUS. Poland Euro area (17 countries)

2014-07-04 12 Poland's retail market 2006-2016

The value of the FMCG market (PLN bn)

Potential for growth in the segment of supermarkets and discounts.

Data from Retail in Poland, Roland Berger Strategy Consultants 2012.

2014-07-04 13 Stokrotka – market position

Chain 2012 revenue [PLN mn] Number of stores Average space [sqm] • Stokrotka is the 3rd largest modern chain in INTERMARCHE 3,770.0 202 1,000 Poland POLOMARKET 3,750.0 417 450 STOKROTKA 1,896.8 240 555 • Low concentration PIOTR I PAWEŁ 1,560.1 100 1,100 ALMA 1,529.5 over 40 no data • Consolidation potential DINO 1,201.9 245 400 EKO HOLDING 1,048.0 294 280 • Over a dozen smaller regional MARCPOL 700.0 63 700 retail chains with revenue of less than PLN 400 million and with 528.2 34 no data () several to several tens of PHU TOPAZ 492.9 about 80 no data stores

*Data from our own calculations based on "List of 700 Retail and Wholesale Chains in Poland" by Portal Spożywczy, press articles, company earnings releases. **, – no comparable data. . 2014-07-04 14 Stokrotka – supermarket and market format

stores opened up in sales catchment area with minimum large differences in format depending on location: large cities vs. population of 5,000 small towns in rural areas convenient locations encouraging both daily and larger shopping locations encouraging quick shopping trips wide assortment, with a particular focus on fresh produce: basic assortment for daily and weekly shopping meats, vegetables and fruits assortment between 5,500 and 10,000 SKUs assortment between 3,500 and 6,000 SKUs

40 locations planned for opening in 2014: 30 own, 10 franchise 30 locations planned for opening in 2014: 20 own, 10 franchise

sales floor space 200 - 400 [sqm] sales floor space 400 - 800 [sqm]

CAPEX per average own store: PLN 1 milion - PLN 1.7 million CAPEX per average own store: PLN 450,000 - PLN 650,000

2014-07-04 15 Stokrotka – operating structure

Revenue (PLN 1,752.3 9.0 71.5 - mn)

Number of stores 216 1 23 -

Average sales 607 550 220 - floor space [sqm]

Data on 25th April 2014. 2014-07-04 16 Stokrotka franchise

• over 10 000 independent retailers as potential future partners • H1 2013 - work on a new franchise concept begins • april 2014 - the "Supermarket Franchise" offering is officially unveiled • Q4 2014 - expected launch of the "Market Franchise" offering

Key features of the concept: • a highly recognisable polish brand • strong operational and sales support • attractive product supply terms • financial support • comprehensive logistics • customisable offering In exchange, we expect retailers to observe high operational and quality standards.

2014-07-04 17 Stokrotka supermarket and market sales structure by assortment category in the 1st Q 2013

40%

35%

Strategic category: 30%

25%

• meat products, 20%

• fruits and vegetables, 15% MARKET • bakery products. 10% SUPERMARKET

5%

0%

* Data from our own calculations .

2014-07-04 18 Substantial increase in the number of stores by combining formats

Growth in the number of Stokrotka stores in successive Growth plans 2014 - 2016 627 years, presented by format: 600 467 format 2014 next years 500 307 own + 30 + 30 400 214 supermarkets 300 200 franchise + 10 + 30 supermarkets 100 0 own markets +20 + 50 2013 2014 2015 2016 Total number of Stokrotka stores franchise + 10 + 50 markets

2014-07-04 19 In-house logistics network

350 9.13% 10% 9% 300 7.22% 8% In Q3 2013, Stokrotka launched its own logistics 6.48% *

250 7% network comprising:

delivered ratio 200 6%

5% costs 150 4% • a distribution centre and nine regional 100 3% warehouses 2% Logistics

Value of products products of Value 50 • total warehouse space: 36 800 sqm 1% 0 0% • number of delivery trucks: 54 3Q 2013 4Q 2013 1Q 2014 • deliveries to stores six times per week • 79.35% of products delivered to stores using in- Share of in-house logistics in total deliveries 90% house logistics 79.35% 80% • 20.65% delivered by local suppliers 68.01% 70%

60%

50% 46.76% * Logistics costs presented as part of the product price, as a ratio of logistics costs vs. value of products delivered using our in-house logistics, inclusive of 40% overhead logistics costs . 3Q 2013 4Q 2013 1Q 2014

2014-07-04 20 Growth drivers

Store chain expansion Growth in sales per Improved logistics Margin expansion floor metre performance • organic • assortment • higher effectiveness of • improvement in  market management warehouse processes product supply terms  franchise optimisation • reduction in transport • increase of the share  new supermarkets • price perception costs through a of store brands • M&A improvement denser store chain • assortment selection • intuitive store • implementation of optimisation navigation new inventory • store brand management solutions assortment expansion • further focus on regional products • ramped-up marketing activities

2014-07-04 21 Poland's retail market 2012-2014

Change in quartely sales value y/y . According to Poland's Central Statistical Office (GUS), retail sales grew by 1.8% in Q1 2014 compared with the previous year.

. According to Nielsen, first-quarter sales in the Supermarkets segment grew by 1.1% from the year before, while the Hipermarkets segment saw a 4.9% y/y decline.

* Retail sales (food, beverages and tobacco products) year to year, GUS data ** Nielsen data - overall sales (Hipermarkets: Real, Auchan, Tesco>2500sqm, Carrefour>2500sqm, E. Leclerc>2500sqm, Supermarkets: Carrefour<2500sqm, Carrefour Market, Simply Market, E.Leclerc <2500sqm, Intermarche, Netto, Polomarket, Stokrotka, Tesco <2500sqm)

2014-07-04 22 LFL sales - Stokrotka vs. supermarkets

Change in sales y/y Stokrotka sales results ahead of the supermarket segment

. According to Nielsen, 2013 same-store sales in the Supermarket segment (excluding Stokrotka), declined by 4.5%. Q1 2014 data not yet available.

. LFL sales at Stokrotka supermarkets increased by 0.9% in 2013.

. First-quarter LFL sales at Stokrotka supermarkets were down 5.2% (Easter effect moved in time), while sales in the I-II comparative period went up 0.3%.

. According to GUS, Q1 2014 inflation was 0.6%.

* Nielsen data – same store sample - 895 Supermarkets (Carrefour<2500sqm, Carrefour Market, Simply Market, E.Leclerc <2500sqm, Intermarche, Polomarket, Tesco <2500sqm) ** LFL data (own calculations, adjusted by closed stores)

2014-07-04 23 Retail - financial results

PLNm Q1 2013 Q1 2014 -2.7% Revenue • Negative effect on sales and earnings of 481.4 468.3 Easter being ’moved’ to Q2 2014 • Increase in gross sales margin: 3.8pp +3.8 • Logistics costs for the period: PLN 19.6m, i.e. Gross margin 28.2% 24.4% 4.2% of revenue from sales. • One-off expense related to termination of a -69% lease agreement: PLN 1m EBITDA • Estimated transaction costs regarding the merger of retail companies: PLN 1m

Net profit

Capital +174% 12.3 expenditures 4.5

2014-05-15 24 Property business Property

The property segment manages Emperia Group's property assets. The segment invests exclusively in facilities intended for retail operations (not just within the Group). The segment manages Emperia's properties, procures new locations and executes property development projects through several SPVs. The segment focuses on facilities such as mini shopping galleries and retail parks.

2014-07-04 26 Property development

NOI* (in PLNm) Average monthly NOI Number of facilities in Q1 2014 NOI - operating facilities 82 3.5 including retail sites 77 3.4

* NOI (net operating income) for a property is defined as the difference between its operating revenue and operating costs, less depreciation

Retail sites

Related lessees Other lessees

Lease space (sqm 000's) 56.4 35.7

Average lease rate [PLN per sqm] 43.4 39.7

2014-05-15 27 Property development - financial results

PLNm Q1 2013 Q1 2014

Revenue . Result on property disposals in Q1 2013: PLN 3.1m

. Effective tax rate in Q1 2013: 0%; Q1 2014: -19.5% 13.8% EBITDA 12.4 10.0

Net profit -29.2% 8.1 5.7

-56.6% Capital 1.4 expenditures 0.6

2014-05-15 28 IT Business IT Sector

Infinite Sp. z o.o. specializes in supporting strategic areas of business activity by means of the cutting-edge IT solutions, which enable achieving the competitive edge. The company’s core activity relies on B2B integration with the aim to optimize transactions by automating trading relationships between business partners, regardless of their size and technical resources.

The vast array of Infinite products and services is employed in over 5,000 companies in Europe as well as Africa, including both small and medium enterprises as well as large international companies.

The company’s dynamic development stems from the consistent completion of the strategy undertaken and strong customer focus.

2014-07-04 30 IT Sector

Flagship systems and services by Infinite

EDInet Communicator enables secure communication Mobile SFA system is the application for the sales with the business partners (from order till e-invoice) support, which boosts the effectiveness of sales regardless of the ERP system, message format or representatives’ visits. Infinite SFA contributes the rise communication channel used in a company. EDInet of company’s productivity and market competitiveness platform significantly enhances the processes within by means of the sales optimization. the supply chain.

ERP (Enterprise Resource Planning) system offered by Infinite BI is the Business Intelligence software which Infinite streamlines the management of key processes, transforms raw data into business information. The which take place in both small and large enterprises of system allows for drill-down analysis, reports the retail and FMCG sectors. automation, geomarketing and interactive dashboard.

2014-07-04 31 IT operations - financial results

PLNm Q1 2013 Q1 2014

Revenue . Share of external revenue in Q1 2014: 69.4%; in Q1 2013: 71.5% . Revenue structure: Q1 2014: 78.2% services, 21.8% products; Q1 2013: -4.3% EBITDA 2.6 2.4 88.0% services, 12.0% products

1.8 -1.4% 1.8 Net profit

2014-05-15 32 Emperia Group financial results Emperia Group - Q1 2014 results

PLNm Q1 2013 Q1 2014 . Decrease in revenue from sales - Easter 493.0 'moved' to the second quarter Revenue -2.8% 479.4 . One-off expense connected with termination of a Delima store lease: PLN 1m 25.4 -32.2% EBITDA 17.2 . Q1 2014 logistics costs: PLN 19.6m . Result on property disposals in Q1 2013: -76.4% PLN 3.1m Net profit . Lower result on financing activities (Q1 13.7 3.2 2014: PLN 0.4m vs. Q1 2013: PLN 1.7m) . Costs connected with the merger of Capital retail companies incurred in Q1 2014: expenditures 104% 6.8 13.9 PLN 1m

2014-05-15 34 Emperia Group - balance sheet

PLNm Q1 2013 2013 Q1 2014

Goodwill 49.2 52.0 52.0 Property, plant and equipment 494.7 497.9 495.3 Net working capital -75.0 -76.5 -47.8

Other -14.6 -17.6 -20.2

Invested assets 454.3 455.8 479.3

Borrowings 0.0 4.3 4.2

Cash and cash equivalents 247.3 195.2 158.5

Net debt -247.3 -190.9 -154.3

Equity 701.6 646.7 633.6

2014-05-15 35 Share price vs market

Period from 2002-01-01 to 22-04-2014 Bearish market Dividend

payment Price in PLN in Price

WIG WIG value Emperia CAGR 19.9% WIG CAGR 13.5%

YEAR 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

DIVIDEND PER SHARE PLN 0.27 PLN 0.32 PLN 2.76 PLN 1.74 PLN 0.88 PLN 0.59 PLN 0.92 PLN 2.63 PLN 56.41 PLN 0.93 DPR 15.08% 14.55% 89.32% 53.21% 13.39% 15.01% 20.04% 40.34% 119.66% 65.03%

2014-07-04 36 Key financial highlights – consensus estimates

PLN mn, unless otherwise stated Consensus 2014E 2015E 2016E Revenue 2,161 2,299 2,435 EBITDA 78.8 105.4 111.4 EBITDA margin 3.6% 4.6% 4.6% Net income 39.0 43.0 50.8 Net margin 1.8% 1.9% 2.1% Target price = PLN 72.3

Source: Bloomberg; data on 18th April 2014.

2014-07-04 37 Constant buyback

2010 2011 2012 2013 2014* Total Number of shares 141,448 381,048 97,519 645,104 341,649 1,606,768

Average cost per share (PLN) 100.85 103.57 115.32 64.48 64.65 80.07

Money spent (PLN mn) 14.26 39.46 11.25 41.60 22.09 128.66

Share in capital 0.94% 2.52% 0.65% 4.27% 2.26% 10.63%

* Data on 14th May 2014.

2014-07-04 38 Emperia Group – valuation (key figures)

Retail Business Property Business IT Business

Revenue 2013: PLN 1,923.4 mn Revenue 2013: PLN 65.1 mn Revenue 2013: PLN 31.1 mn

Number of stores: 239 Number of properties: 85 EBITDA 2013: PLN 11.2 mn

Total sales area: 137 K sqm Rent area: 115.6 K sqm

Target EBITDA margin: 3.5%-4.5% Monthly NOI 2013: PLN 3.4 mn

Net Cash as at 30 Mar 2014: PLN 154.2 mn

The latests no. of shares on the market (excluding own shares): 13,508,393

2014-07-04 39 Emperia Group – planned division

RETAIL

Stokrotka Sp. z o.o. Stokrotka Sp. z o.o. Emperia Group Elpro and other DIVISION entities Infinite Sp. z o.o. Emperia Group

P1 INTO TWO LISTED COMPANIES PROPERTY

Infinite Sp. z o.o. Elpro Development S.A. Elpro and other property companies

2014-07-04 40 Emperia Group – planned division

Objectives:

• carve-out of homogeneous business lines, • easier valuation against comparable entities in the market, • smoother management of investments by shareholders, • higher consolidation capacity for both entities, • higher growth capacity for the property part.

Planned completion of the division process - 2014 year-end.

2014-07-04 41 Thank you for your attention

Emperia Holding S.A. 20-209 Lublin, ul. Projektowa 1 tel. +48 81 745-17-78 fax +48 81 746-32-89 e-mail: [email protected] www.emperia.pl