Investment Memorandum

LORDS LB ASSET MANAGEMENT

INVESTMENT MEMORANDUM This presentation has been prepared by Lords LB Asset Management UAB Accordingly, there are or will be important factors that could cause the (“Lords LB Asset Management”, the Management Company) and for the Fund’s actual results to differ materially from those indicated in these sole purpose of providing the recipient with the background information on statements. Lords LB Asset Management and the Fund undertake no the Management Company and its managed funds (“Lords LB Fund” or obligation to review or update any forward-looking statement, whether as a

DISCLAIMER “Fund”). result of new information, future developments or otherwise.

The purpose of this presentation is to provide the information for further In furnishing this presentation, Lords LB Asset Management and the Fund discussions. This presentation is not intended to form the basis of a undertake no obligation to provide the recipient to any additional information decision to purchase securities or any other investment decision and does or to update this presentation or to correct any inaccuracies that may not constitute an offer, invitation or recommendation for the purchase of become apparent. This presentation does not purport to be comprehensive securities. Neither the information contained in this presentation nor any or to contain all the information regarding the Fund. further information made available by Lords LB Asset Management or the

Fund in connection with the subject matter contained herein will form the This presentation may not be photocopied, reproduced or distributed to any basis of any contract. other person. If you have not received this document directly from Lords LB Asset Management or if your receipt or possession of this presentation Some information contained in this presentation has been obtained from contravenes any legal restrictions in any relevant jurisdiction, your receipt in public sources and has not been verified by Lords LB Asset Management or unauthorized. Please return this presentation to Lords LB Asset any other person. While the information herein is believed to be accurate, Management immediately. no representation or warranty is given with respect to, and Lords LB Asset Management as well as its employees disclaim any and all liability for, the contents of, errors in or omissions from this presentation and for any written or oral communication transmitted or made available to a prospective purchaser or its advisers. In addition, this presentation includes forward- looking statements which reflect the current view of Lords LB Asset Management and/or the Fund. All forward-looking statements address matters that involve risks and uncertainties. Furthermore, these forward- looking statements speak only as of the date of this presentation.

2 2 TABLE OF CONTENTS

Executive summary 3 Overview of the Fund’s structure 6 Overview of the Fund’s performance & portfolio 12 Overview of the Project 18 Covid-19 impact 24 Terms of the Issue 27 Risk factors 29 Contact information 33 Appendices 35 EXECUTIVE SUMMARY in is UAB Lords the cost, the for investment basement of The “Property,” in for a further income Founded LB of generating investment Lords bond Terseta the the 5 the the the specific estimated , Project 429 Asset covered “Terseta” largest LB , sole acquisition - acquisition issue LB an heart generating m in . Baltic SPV, the 2 area) commercial into needs owner fund foresees Baltic 2015 Management” to (the investment by cost of “Post 5 the Fund . (the controlled the , , 533 with central “Transaction,” of of The and of the of properties Project Fund Office”) equity the the reconstruction “Issuer,” the IV the m a Fund reconstruction real total 2 Property tenants is management reconstruction term GBA Vilnius Post IV by planning injections is . estate has (the gross expected the “Terseta”) (the since of (incl Office . the was made Fund, – seven “Management in . is “Fund”) “Bond to leasable Gediminas of the its the of . ca won companies carry The the to of five . is a inception 3 projected Baltic to After amount a historic looking Issue”) mEUR with Fund, Post three investments is nine out area a States the a the avenue Office bid . . - may . in years storey Company,” central closed to The The to 29 To Transaction, is Lithuania Project of 14 . raise change, parking PROPERTY: level proceeds It 3 11 increase will . 2 , targeting - commercial 627 into is ended (the post . mEUR 2 Acquisition target, to the Acquisitiontarget, be Issuerowned by be managed 8 of through mEUR, mEUR developed – m the reconstruction the office spaces “Project,” depending UAB 2 : will . its real the an only cash The “Group”) whereas its be portfolio building building through Post Office (Gedimino Post (Gedimino 7, Vilnius)Officeave. “Lords auction by Issuer estate in asset SPV, used total flow one and the the on . 4 Issuer Escrow agent Escrow Collateral agent Legal adviser Financial adviser Subscription period Listing Offering Collateral Interest rate Maturity date Issuedate Issuesize S UMMARY OF THE BOND Šiaulių Šiaulių Bankas Grant Thornton Baltic Ellex Valiunas AS Redgate Capital 03.12.2020 after the issue date Listing Nasdaq on First months North, 6 within Non 1 6% 10.06.2022 10.12.2020 8 mEUR UAB “Terseta” st rank mortgage mortgage rank on the Post Office Central - public public offering in the Baltic states TERMS – 08.12.2020 KEY INVESTMENT HIGHLIGHTS • • • • • • A F W 605 Assets The today Asset The managed strategy Fund’s capitals The the and Central perfect Upon UND WITH DIVERSIFIED PORTFOLIO CONSISTING OF HIGH OF CONSISTING DIVERSIFIEDPORTFOLIO WITHUND GRAND HISTORICAL BUILDING WITH A UNIQUE DESIGN AND TOPAND DESIGN UNIQUE A WITH BUILDING HISTORICAL GRAND ELL spaces Issuer Group Issuer restaurants mostly Management completion Under - portfolio example KNOWN BRAND WITH A STRONG TRACK RECORD OF SUCCESSFUL FUNDS SUCCESSFUL OF RECORD TRACK A STRONG WITHBRAND KNOWN location of of by the . high belongs is currently the on Management owned Baltic MEUR ; diversification real consists funds in of on of the the . to the estate States the The by manages reached a heart non other the real acquisition, of brand - (AUM) . and a Renaissance real of estate hotel, hand, of the more private 15 “Lords estate its of Old a funds investments investment it Lords the than shopping is Town equity LB” investment an Property : architecture 605 12 LB attractive is increases strategies, real one mEUR centre, property . represents estate of property in place the at office the the the dates fund, most funds, spectrum for heart end fund buildings, a managed back opening well strategically of Lords 2 of June - private Vilnius known 12 of leased years potential LB office/co 2020 by . Baltic capital 5 commercial one good . . - to QUALITY ASSETS QUALITY - of EU tenants working Fund fit funds the institutions, for IV, largest real : the - on RATE LOCATIONRATE premises and which Fund the estate 1 investment one private energy owns that . brands Already hand, focuses and and and management the in actively state several infrastructure Lithuania Property on - owned high manages potential - . quality is companies The companies, an fund ideal history tenants cash assets . The - spot generating in of demonstrating have – total Lithuania for the the high shown Group, value Post objects - street – Office of interest Lords focusing an assets stores in agile is LB the in a 5 TABLE OF CONTENTS

Executive summary 3 Overview of the Fund’s structure 6 Overview of the Fund’s performance & portfolio 12 Overview of the Project 18 Covid-19 impact 24 Terms of the Issue 27 Risk factors 29 Contact information 33 Appendices 35 Established in 2008, Lords LB Asset Management is a premier provider of investment management services in the Baltic States

ACTIVITY AUDITOR The main activity of the Management Company is to establish and manage the The Management Company and all of its funds are audited by a Big 4 investment funds (real estate, energy and infrastructure and private equity). Company. Current auditor of the Management Company is KPMG. Lords LB Asset Management has an experienced team consisting of over 30 real estate and finance professionals in the Baltic region.

MANAGEMENTCOMPANY The Management Company has local teams and offices in Vilnius, Riga and INSURANCE Tallinn. The local teams are backed by the support, contacts and know-how Lords LB Asset Management and all of its funds are insured with two types of from Vilnius team. insurance: Private Equity & Venture Capitalist Management Liability and Crime Insurance and Professional Indemnity, Directors’ & Officers’ Liability and Crime Insurance. Total Insurance amount: EUR 12 million.* LICENSE Lords LB Asset Management is an AIFM licensed fund management company, which is supervised by the Central Bank of Lithuania.

FUNDS Lords LB Asset Management currently manages 15 funds: 12 real estate funds, two private capital funds and one energy and infrastructure fund. The total value of assets managed by the funds reached EUR 605 million at the end of June 2020.

* The insurance is issued by one of the leading global insurance providers - Howden. 7 7 Lords LB Asset Management’s organization in core functions and other units – at the present Lords LB Asset Management controls 15 funds

COMPANY COMPANY THE MANAGEMENT COMPANY:

MANAGEMENT BOARD 2019.06.20 - 2023.06.19 Jan Litborn (Chairman), Mindaugas Marcinkevičius, Andrius Stonkus, Antanas Vainauskas

COMPLIANCE CONFLICT OF INTEREST DEPOSITORY AUDIT AML PROCEDURES OFFICER PROCEDURES

CEO Vilma Tvaronavičienė

PROJECT ASSET ACQUISITIONS FUND INVESTOR MANAGEMENT / FINANCE MANAGEMENT MANAGEMENT RELATIONS / INVESTMENT DEVELOPMENT

Public relations Accounting (M-Finance, EY) LORDS LB LORDS LB LORDS LB LORDS LB BGFV Analysis BALTIC FUND BALTIC FUND BALTIC SMALL BALTIC GREEN INTERCAP Reporting III IV CAP FUND FUND (V) FUND

ORGANISATIONAL STRUCTURE MANAGEMENTOF THE ORGANISATIONAL LORDS LB LORDS LB LORDS LB LORDS LB LORDS LB SPECIAL FUND SPECIAL FUND SPECIAL FUND SPECIAL FUND SPECIAL FUND I I SUBFUND A I SUBFUND B II III

LORDS LB LORDS LB ENERGY AND LORDS LB LORDS LB SPECIAL FUND SPECIAL FUND INFRASTRUCTURE PRIVATE EQUITY PRIVATE EQUITY IV V SME FUND FUND I FUND III

8 8 LEGAL STRUCTURE OF THE FUND “Terseta” building in Vilnius,through its company UAB of new a asset, historic a post central office companies. The Fund is planning an acquisition income Lords LBFund Baltic IVcurrently owns five *As 2020.06.30 *As of Director: Director: Zaloga Rytis Center, Vilnius Property: Code: 302648109 - generating objects through its five UAB“K29” K 100% 29 Business 29 Business Director: Director: Zaloga Rytis Hotel, Vilnius Property: Comfort Code: 301843750 UAB“EICORE” Term Inception Auditor Depository IRR* NAV* Fund Manager Code 100% INVESTORS ( INVESTORS 46 SUBJECTS) 46 Director: Director: Zaloga Rytis Center GO9, Vilnius Property Shopping : Code: 302542376 UAB 9” “GEDIMINO LORDS LB BALTIC FUND IV 100% 2022.08 2022.08 +2 2015.01 KPMG Swedbank 7.14% 76,926,841.17 EUR Rytis Zaloga IO11 9 Director: Director: Zaloga Rytis Code: 303556959 AFTERTHEACQUISITION ave. building at Property: UAB“TERSETA” Term Inception Auditor Depository IRR* NAV* Fund Manager Code 7, Vilnius 7, LORDS LB SMALL CAP FUND 100% Post Office Post Office Gedimino INVESTORS (78 SUBJECTS) (78 INVESTORS One member TBD member One KarolisPocius GustafLitbornAke Jan Arūnas Mačiuitis Mindaugas Marcinkevičius Investment Committee Director properties Juozapaviciaus Property: Code: 305663041 UAB“J13” : Zaloga Rytis Žvejų/ Žvejų/ , Vilnius 100% 2022.08 2022.08 +2 2015.01 KPMG Swedbank 6.30% 15,258,670.25 EUR Rytis Zaloga IO12 Tamm, Tamm, Zaloga Rytis Board members: Tanel Tallinn Property: EU House, Code: 14116858 EU HOUSE O 100% Ü 9 Lords LB Asset Management is led by a strong management team with diverse backgrounds and ample of experiences

VILMA KIRILAS RASA JELENA TOMAS EFIM TVARONAVIČIENĖ KUNDUŠAS BARTUSEVIČIENĖ ŠAMENKO TRUMPA HITERER

Investor relations Investor relations Fund manager Position CEO CFO Financial controller manager manager Baltic Fund III

Career highlights Achema group E&Y Swedbank Danske Bank Citco Colliers International EMENT TEAM OF EMENTMANAGEMENTOF TEAM COMPANY THE

RYTIS MARIUS KAROLIS ARTŪRAS GIEDRIUS ZALOGA ŽEMAITIS TUINYLA ŠILINIS BERNOTAS

Fund manager Fund manager Fund manager Fund manager Fund manager MANAG Baltic Fund IV, Special Fund I Special Fund I Private Equity Fund I, Special Fund V Small Cap Fund Subfund A, Position Subfund B, Private Equity Fund Special Fund III Special Fund II, III Central Development Special Fund IV Fund Newsec, Kapitalo srautai, Hanner, Career highlights Hanner McKinsey & Inreal Lietuvos Energija Company Ūkio bankas

10 10 MANAGEMENT TEAM OF THE FUND years estate experienced Lords in from Mr participating During and company 2004 acquisitions 2008 Mr Newsec Re&Solution, and Mr finance . . . Stonkus Stonkus Stonkus asset , Vilnius management where Mr his and . Prime know and Stonkus management LB . career, University in is founded became he holds Before analysis which RE the Real is transactions founder was responsible - Baltic Mr a positions key how Estate Newsec Lords was . Re&Solution . Bachelor’s and the Stonkus company of has Director later LB and personnel Shareholder Founder and Board member, STONKUS ANDRIUS the / acquired at Re&Solution totaling Asset taken for held Fund leading was partly degree Prime in , raising of the during several various Management managing RE EUR acquired Baltic RE Investment in investment funds . 1 advisory financial 2001 Banking IV courses billion States with combinedly and and by in . – . is top managed Gediminas estate Mr Lithuania the flagship management, Estonia, in largest For management responsible Management business real Mr - class . . the Marcinkevičius Marcinkevičius ten most estate over and Baltics retail valuation years, . consortium and valuable real Technical most development for . & Akropolis by 40 Bulgaria he Company, with office real successful - has was and holds commercial University estate operations in space, 11 over . developed a the within management Under a Chairman shopping Baltics development 20 Mr Master’s which Shareholder Board member, MARCINKEVIČIUS MINDAUGAS . . VP years real in Mr . over Marcinkevičius was Group, Lithuania, . of centre In of estate degree Marcinkevičius‘ 250 recognized Akropolis, the experience from and the . 000 developer Lords asset in project largest Latvia, Vilnius m Real 2 the LB as of in in is catholique Master's Banking Mr Lords Company, of development Mr . . the Zaloga Zaloga LB SBA Baltic from degree de has Mr holds group) within Louvain . Fund Vytautas five Zaloga a in . Hanner years Master’s IV . In Management . is the Magnus of responsible and experience Lords degree FundManager ZALOGA RYTIS Urban University LB from in Inventors for in Management Finance real Universite managing and estate (Part and a 11 TABLE OF CONTENTS

Executive summary 3 Overview of the Fund’s structure 6 Overview of the Fund’s performance & 12 portfolio 18 Overview of the Project 24 Covid-19 impact 27 Terms of the Issue 29 Risk factors 33 Contact information 35 Appendices FUND STRATEGY possibility Lords • • • • MANNER:FOLLOWINGTHE T and estate investments The • • • FUND STRATEGYFUND HE FUND'S INVESTMENT PORTFOLIO MAY BE DIVERSIFIED IN DIVERSIFIED BE MAY PORTFOLIO FUND'SINVESTMENT HE FUND DESCRIPTIONFUND Single Development Multi Income other countries All one commercial Fund’s Fund Lords purpose properties assets - purpose hotel LB countries RE III - LB generating completed investments . in property of Baltic and to owned Baltic real the projects income RE and invest one . Fund Fund estate properties : by commercial development high not its - : generating the not IV portfolio is . more are street Fund The into was Fund to more : not earn diversified than Fund established shopping . RE are than The Baltic more projects commercial 30 a properties currently IV located term return % 30 than % centre between real of offers in in 40 for in the holds 2015 : Lithuania, % the . at and the fund estate least , capital three after Fund's different multi is investors 70 2022 Latvia, office Lords % - cities purpose Investors . 08 buildings, types LB of Estonia, (+ 2 Baltic Baltic y) real . on of a 13 • • Net Net Assetvalue capital Distributed equity Invested Fund status Term Assetmanagement unrealized As million Asset KEYINFORMATION of Money Money Multiple IRR 2019 . Value Money . 12 of . 31 the Multiple the properties Fund’s – 1 1.32 9.4% EUR 157,760,000 EUR 4,950,000 EUR 65,330,322 Fully invested Management / it years) by two August 2022 (with the possibility to extend Fund does not owndirectly. assets any All are assets owned through The SPVs. . unrealized 32 under . management Net IRR was exceeds equal EUR to 9 . 4 157 % , 13 HISTORY & DEVELOPMENT OF THE FUND through various acquisitions Over the years Fundthe achieved growth Leverage IRR Assetvalue NAV NAV 2 1 VALUE&ASSETNET ASSETFUNDVALUE Asset value less externalloansless outstandingvalue Asset Non - 2 consolidated financial financial data consolidated Acquisition of Acquisitionof K29 NOI Comfort Comfort Hotel Acquisition of Acquisitionof 205,888 205,888 EUR 43,330,000 23,142,421 23,440,062 46.6% 1.0% 2015 Acquisition of Acquisitionof EU House EU NOI 1 4,022,609 4,022,609 EUR 91,230,000 45,734,251 43,607,790 49.9% 18.0% 2016 Acquisition of Acquisitionof G9 NOI 14 6,337,754 6,337,754 EUR 127,866,000 67,098,455 51,276,035 47.5% 13.1% 2017 Acquisition of Acquisitionof J13 J13 office building NOI 8,121,316 8,121,316 EUR 149,705,000 78,629,551 79,950,662 47.5% 11.0% 2018 2019 acquisition acquisition of Winning Winning bid Post Office Post NOI for the for the 8,1 01 157,760,000 86,802,813 81,482,383 , 225 44.9% 9.0% 2019 Juozapavi 2020 EUR Acquisition of Acquisitionof land land plot at 13 č iaus iaus St 14 Comfort Hotel (Kauno St. 14, Vilnius)

G9 (Gedimino ave. 9, Vilnius) OVERVIEW OF FUND’S OF THE ASSETS OVERVIEW

J13 Property (Žvejų St. 14, Vilnius) EU House (Rävala puiestee 4, Tallinn) K29 (Konstitucijos ave. 29, Vilnius)

FUND ASSET VALUE & NET ASSET VALUE K29 Comfort Hotel EU House G9 J13 property Total Location Vilnius Vilnius Tallinn Vilnius Vilnius Asset type Office Hotel Office Shopping center Office GLA, m² 15,452 7,509 9,670 13,887 14,355 60,630 Parking 434 67 40 0 225 766 Year built / 2015 2012 2006 1940 / 2007, 2009 1962 / 2005 Renovations Occupancy 100% 74% 100% 100% 96% 99% Key tenants NASDAQ, TELIA, Comfort EU Parliament and H&M, COS, UMA Ignitis, Šiaurės KPMG Commission, Ernst & Licėjus School Young Asset value1 55.7 mEUR 12.8 mEUR 29.0 mEUR 37.1 mEUR 23.8 mEUR 158.4 mEUR NOI2 3.2 mEUR 1.2 mEUR 1.5 mEUR 0.8 mEUR 1.5 mEUR 8.1 mEUR

1 As of 2020.04.30 15 15 2As of 2019.12.31 FUND PERFORMANCE 9.4% In 2019, unrealized the IRRnet of Fundthe was

mEUR NAVGROWTH mEUR NOI OF EVERY ASSETOFNOIEVERY 9 0 3 6 120 40 80 - 2015 K29 Comfort Hotel Comfort 2016 2017 NAV EU house 2018 G9 J13 Pay-outs 2019 16 PERFORMANCEBRIDGE Pay-ins 20.2 16 Diversified and strong tenant base, including public sector companies, EU institutions, subsidiaries and local representatives of international corporations

CLIENT CONCENTRATION VIA RENTAL INCOME1 BREAKDOWN BY SECTOR TENANTBASE

Lidl Lietuva, UAB 3.0% Accommodation 1.2% UAB "Ignitis grupės paslaugų… 3.6% Groceries and pharmacy 1.7% European Parliament 3.7% Services 2.0% StudioWorks 4.0% Gym 5.1% Technopolis UMA Lietuva, UAB 4.1% Education (incl. school) 6.3% Genius Sports 5.1% Restaurant, catering, coffee shop 7.6% H&M Hennes&Mauritz, UAB 5.9% UAB AL Holdingas 6.0% Retail (excl. groceries) 15.0% Telia Global Services Lithuania 10.3% Other 19.0% Nasdaq 10.4% Finance, Insurance, Audit and Legal 19.7% Other 43.9% Technology 22.3%

2 INCOME BY OWNERSHIP TOP 10 TENANTS BY M BREAKDOWN BY COUNTRIES Tenant name Sector Area NASDAQ Finance 4,716 Private Telia Global Services Telecommunications 4,539 15% 13% company AL Holdingas Private School 4,031 Subsidiary of a H&M Hennes&Mauritz Retail 3,411 “Ignitis Grupės Paslaugų 17% listed company Energy 2,981 49% Public Centras“ institution My Fitness Gym 2,364 85% Technopolis UMA lietuva Offices 2,147 Public 22% company Genius sports Technology 1,979 StudioWorks IT 1,817 Lidl Lietuva Retail 1,585 Lithuania Estonia

1Rental income is a sum of office and parking rent payments, without advanced OPC payments and VAT. 17 17 TABLE OF CONTENTS

Executive summary 3 Overview of the Fund’s structure 6 Overview of the Fund’s performance & portfolio 12 Overview of the Project 18 Covid-19 impact 24 Terms of the Issue 27 Risk factors 29 Contact information 33 Appendices 35 KEY FACTS 19 Remarks Number parking of spaces Units lease Land term ownership Land reconstruction Indicative price Acquisitionprice construction Endof Start construction of Number floors of leasable area Gross building Grossafter reconstruction area building Grossarea Landplot Address O VERVIEW OF THE PROPERTY the main the main interior space) façade, building constructions, and plans, architecture solutions of the Cultural heritage (capacity, floor 29 (before reconstruction unit unit; 500 1,500 29.01.2069 Republic Lithuania of 3 mEUR 11.2 mEUR Q4 2021 Q4 2020 3 3,627 m 5,533 m 5,429 m 2,297 Gedimino ave. 7 - m 2,000 2,000 m 2 2 2 2 - 1,000 1,000 m 2 for a coworking a for coworking 2 for an office an office for – 16) 19 ABOUT THE PROJECT reconstruction September The (in approximately The Auction conditioning mainly only second combination discussion be The the Town The acquire Lords in VilniusOld Town and a of reconstruction Acquisition trophy asset the led Republic . Central estimated reconstruction Fund After of LB form due by concept, and for Vilnius Baltic the the of the signed to 16 to Post reconstruct (HVAC) of of subordinated 14 works , acquisition cost the Lithuania tenants’ guide – retail, reconstruction, 2020 the . Fund Office 2 Gediminas excellent mEUR of the of building system are . the offices the reconstruction IV, The (the historic needs . acquisition scheduled three of will through reconstruction loans "Post upgrades the design avenue would location and be . - central the storey Two Property financed by Office," coworking be to its Property . works contract the The different is . and be used building company post ca Fund) completed was . land the through planned 3 have The office for spaces, mEUR "Property“) will won with . concepts plot with offices UAB first already building be with the of AB heat, by . the The the classified while and of Bond " Q a Terseta GLA Lietuvos 4 are is bid Property ventilation, these total of started, 2021 coworking located according issue Lithuanian of currently of ," investment 11 . 3 as foresees , is . Paštas 627 and 22 belongs in while Class going and mEUR the spaces m equity to under Post 2 Old the the will on air A, of to to a . . 20 20 LOCATION location location Office has a presencenotable in high Situatedon the main streetof Vilnius, thePost - visibility visibility 21 opportunities governmental It services, universities, all Post is necessary Shopping Shopping Shopping Shopping Vilnius Central Aurochs Kalnai Vincas Bernardine And Lithuanian King Vilnius Gediminas Vilnius LEGEND Office a desirable hotels, Ballet Mindaugas stands Park Kudirka Business and University City Cathedral to Mountain Mall Mall Mall Mall institutions open Theatre social etc National Castle Park spot Hall numbers out . Vcup Europa Centro G successful Square for Bridge District 9 for Tower infrastructure its Opera high of and Pasa unbeatable commercial office/co street žas private : stores shopping location - working business 14 18 2 1 7 12 16 23 2 14 4 8 14 12 4 facilities min min min min min min min min min min min min min min min and . Within premises centers, restaurants as clusters a offices, radius . public . also Proximity of restaurants, four schools, creates km to is 21 COMPETITIVE ADVANTAGES OF THE PROJECT • • M • • DESIGN A • • • CBD E impressive architecture A meets location gem where excellent historical • XCELLENT N a In Well Class Spectacular and Impressive tenants Constant Parks, education, Located ODERN restaurant - 1 building : ELEGANT stone - appointed 1 A Central Business District Business Central : squares real nearby SOLUTIONS flow walls entertainment, premium architecture, views estate LOCATION of and interior HISTORICAL of over people value Old class many design the Town well after shopping, OFFERING commercial – city restaurants, WITHIN - high designed within packages the center renovation value BUILDING and a short space A floor HIGH with business opportunities for 12 walking plans, smart restaurant/retail and MINUTE - END a WITH office high big distance LUXURY for and concrete solutions WALK leisure, A airy category UNIQUE space : FROM ceilings sports, for of 22 22 TARGET CUSTOMERS In • • Currently, reconstruction between various concepts guide theto different type of tenants, allowing choose to location makes ExcellentPost the Office ideal for both the Option the Option O PTIONS 3 2 options rd nd floor two and 1 2 : : restaurant/retail Coworking different . 3 – rd the floors parking concepts . space space on on are the is the under ground expanded ground discussion floor, floor in offices/coworking the and : basement 2 nd floor, . offices space on on 23 operators layout Based E XAMPLES OF TENANTXAMPLESOF could on and the be usual Issuer‘s potentially offices experience, . attractive LEADS the to retail premises chains, due restaurants, to their location co - working and 23 23 TABLE OF CONTENTS

Executive summary 3 Overview of the Fund’s structure 6 Overview of the Fund’s performance & portfolio 12 Overview of the Project 18 Covid-19 impact 24 Terms of the Issue 27 Risk factors 29 Contact information 33 Appendices 35 COVID-19 & ECONOMICS other infection again, number spread managed In 100 is economy effects monetary Lithuania, With (baseline scenario)(baseline forecast 2020 September Lithuania of Bank the onare based 2021 and 2020yearstheTheforprojections the , -20% -15% -10% University, “PolicyIMF COVID responses to Hopkins Johns Central Bank, EuropeanLithuania, of Bank Sources:Eurostat, 000 the 10% 15% 20% -5% KEY ECONOMIC INDICATORS ECONOMICKEY current 0% 5% parts population the was of early and virus to number recorded of 2000 Baltic of contained avoid death Europe days in 2001 11.93 / 38,810 COVID policy of Lithuania countries policy the spread Covid worst rates

2002 new of - relatively 19 -

2003 as 19 the cases much COVID cases of of have side, CASES

2004 18 the pandemic, actions, th contained and has lower of

2005 quickly crisis managed November number started are

2006 - GDP GDP growth than 19 – . of While

- 2007 Lithuania the - 19” deaths in induced expected to to both many

2008 grow virus hold relatively the per 2009

2010 from up measures the The Unemployment rate crisis

2011 to of down is its February the European fiscal 2012 COVID quickly soften by purchases current 0

2013 . 129 by to - - RATE INTEREST EURIBOR 19 0.522% percentage 2014 pledging and Central the of the

2015 pandemic in government 3 25 to

2016 points M Bank lend 2017 rate compared as with freely 2018 has debt of 18

2019 responded extraordinary . and th to of 2020F the stepping November, beginning 2021F to that with coronavirus by before entered Compared downturn in 2020 baseline GDP economic average much In June the large the . fundamentals forecast This first the milder economy of term bnEUR, aggressive Lithuanian Combatting this credit of is when or . scenario, the the 2019 2008 performance to half result initially Lithuania, crisis injection investment population the . flows contraction the / of GDP) According 2009 the will is difficult . 2020 with Bank the expected into This well and fiscal government government €5 AID PACKAGE rebound the . crisis, and the economy the a billion (10% of 2019 GDP) 2019 of billion (10% has Lithuanian a above plan, help of lays times economy balanced COVID real policy than to economy Lithuania Lithuania . businesses led in comprising the The the estate a the 2021 . either - to will has decade to 19 has ground In better Bank estimates secure economy economy the . contract bubble was announced developed predicted addition health responded in revision - employment, ago, than 7 of characterized for bnEUR the ; . Lithuania's suffered in presented - crisis, the by Lithuania expected Whereas to the a EU in of a 2 belief 9 the % health ( pre long . line 14 7 the with on % the in a % - 5 - 25 25 While in a very short period enormous changes have taken place in the economic environment, the management of the Fund believes that the well-diversified portfolio, strong tenant base and solid financials put the Fund in good position to withstand the uncertain times

EFFECT ON THE FUND

Due to the diversification of its investments, the Fund is in a decent position to cope with the current and upcoming challenges of the Covid-19 pandemic. • K29 is an A-class business center with a solid track record and resilient tenants. • Office building owned by J13 is mostly leased to the state-owned companies as well as to a private school. • G9 is a medium-sized city center mall with a diversified tenant portfolio (groceries/gym/offices/retail), which ensures its relevancy. • EU House has a combination of private and institutional tenants, which are not expected to suffer heavy losses. • While Comfort Hotel was in hibernation mode during the quarantine and early summer, due to its market segment, it reopened on July 3rd. Temporary

price reductions could be considered.

19 EFFECT ON THE FUND AND AND THE ONPROJECT ON THE EFFECTFUND 19 -

EFFECT ON THE PROJECT COVID As of the end of November 2020, the COVID-19-induced crisis hasn’t changed any plans regarding the Project. The reconstruction period is expected to serve as a time buffer, allowing the future tenants of the Property to start their activities under a stabilized economic environment, provided that there are no further waves.

26 2626 TABLE OF CONTENTS

Executive summary 3 Overview of the Fund’s structure 6 Overview of the Fund’s performance & portfolio 12 Overview of the Project 18 Covid-19 impact 24 Terms of the Issue 27 Risk factors 29 Contact information 33 Appendices 35 OVERVIEW OF THE TERMS OF THE BOND ISSUE Listing EarlyRedemption Covenants Collateral Maturitydate Subscription period Issue date frequency payment Coupon rate Interest Issue size Nominal Currencyissue of ISIN Code placement of Type security Typeof Name security of webpageIssuer’s group code LEI Co.Reg.nr Incorporationcountry Issuer S G ECURITY ENERAL INFORMATION from the Issue Issue Date from the Conditionallisting onFirst NASDAQ months 6in North date forthetime periodfrom early redemptionmaturity to date Full or partialCallcall. premium 1% annum to perequals LTV from time time to re as subsequently 126212869,codeentity valuatorNewsec UAB, legalValuations independent byPropertythe establishedMarketthe of value Disposal assets of Change Negativepledge • • 10.06.2022 03.12.2020 10.12.2020 10.06.2022) 10.12.2021, Semi 6%, 30/360E (single EURUp8,000,000 to EUR 100.00 EUR [ Privateplacement Securednotes 10.06.2022notes IV Terseta FundLordsBaltic LB 984500A5A3C596DED673 303556959 Lithuania UAB “Terseta” https://lordslb.lt/en/fund/lords ● ] placement of the bonds) the of placement overPledgeEscrow Account (duringprimary 1016 1094number Vilnius, 7, Gedimino uniqueave. 1 ratio<75% st - annually10.06.2021,(interest dates: payment rank mortgage on the property located at at propertylocated onrankthemortgage of control – 08.12.2020 - tranche structure) tranche - lb - baltic - fund - - evaluated iv - 2/ - 0082 - 28 Legal adviserLegal Financial adviser Use Proceeds of statements financial the of Standard language Documentation law Governing platforms tradingon trading to Listing/admittance Issuing agent Registrar Escrow agent Collateralagent L O EGAL ADMINISTRATIVEAND THER Lithuanian GAAP Lithuanian English Lithuanian initial theafterplacement months First listing withinonConditionalNasdaq North6 BankasŠiaulių branch LithuanianCSD NasdaqSE BankasŠiaulių Baltic GrantThornton ValiunasEllex CapitalAS Redgate office buildingoffice A cquisition and reconstruction of a historic historic a of reconstruction cquisition andcentralpost 28 28 TABLE OF CONTENTS

Executive summary 3 Overview of the Fund’s structure 6 Overview of the Fund’s performance & portfolio 12 Overview of the Project 18 Covid-19 impact 24 Terms of the Issue 27 Risk factors 29 Contact information 33 Appendices 35 GENERAL BUSINESS RISKS non institution The SYSTEMIC increase and contributed development uncertainty the current can Situation MARKET customers quarantine Additional contracts and sectors, still extent Many pandemic As COVID CURRENT PANDEMIC TO THE RISKS RELATED of - EU be uncertain, executed risk the they current businesses of triggered (Brexit), form, will of . price the of in or situation, challenges RISK will and situation interest to globally, RISK capital technical face current similar of date, such or and employees face of there which, deferred the by financial will the increased rates as the markets but current and institutions could difficulties health EU is arise be failures Bonds the in Issuer the no taking Member or negatively transactions addition . have undergoing difficulties from due and severity tendencies doubt influence market will recognizes of precautionary may to in safety the a central States other significant go to that fulfilling organization of affected uncertainties result increasing as or down value measures the process challenging many reasons . incorrectly their securities that COVID impact in their on in by negative measures losses revenues tenants, it of the . the the economic . will of . - obligations While is 19 There the operations the executed depository unprecedented Bonds secondary not be to situation United impact stability especially impacted the the certain to will is . volatility ensure a Bondholder definite Market shrink - risk transactions 19 under Kingdom on in has systems, at of market the that the by the the the from significantly and additionally outcome nature disruptions light the the economic the moment EU safety leaving due market certain due global of credit lease value . in and the its to to of is . 30 In REAL its prevent those pandemic Catastrophic RISK adverse before participants clearing, the adversely market and practices The EXPOSURE against could real on volume have project reconstruction customers Company‘s the estate Company failures Company’s have OF a events ESTATE . - . wide other the the Potential effect negative Such course of UNPREDICTABLE funding affect diseases mortgaged Issuer adverse Company other to to AND events, . liquidity or counterparties on decreases meet of conduct financial has MARKET the acts, access of negative the market the under impact or CONDUCT and effect Company’s their exposure terrorist Company’s Company‘s other may Post and problems in sound other the position participants favor to obligations in on on RISK its development reduce Office, Bonds relationships prices financing attacks, the employees both and EVENTS similarly of business OF to access Bondholders‘ operations or and the business . many the OTHER clients, shall and real . other may Bondholders acts The could number may unpredictable to volumes estate of by lease from counterparties with of markets result capital Lithuanian which market MARKET other and degrade be war activities, being ability of the them market adversely financial in or could resources market workable in as are the premises hostilities, wide able . to events, the turn a PARTICIPANTS real Failure interrelated default have prices fully Collateral the arising to position value players issues, estate may affected . days provide satisfy In an and in Company, riots, of of and addition and the adverse have . and the from could market responses such which which and their civil transaction services by developed liquidity Company therefore material defaults trading, to lead unrest, market market claims in effect could could upon that, turn to of to to OPERATIONAL RISK OF THE FUND of tenants Issuer‘s Lithuania The ECONOMIC considered Change reduction professional expertise, The RISK OWNERSHIP Financial Company Lithuania, concluded The not based and the Statements significant material Any SPIN STANDING, FINANCIALISSUER‘S IN CHANGES malfunctions control The OPERATIONAL applicable The TAX the been Spin obligations risk adverse introduction Issuer's RISK Issuer post Issuer‘s on can - of of services processes, off audited adverse Statements of and the have taxation decrease management materially and Control incurring Spin as reflect increase, in . attractiveness is change advisers ENVIRONMENT resolution activities business one internationally a audited had - not a off . course of RISK can effect of covenant company the may new yet been losses financial in in the have employee differs . and go financial the within the be Change adversely strategy and of of taxes team, Events on transferred down, this market been concluded, which the due Issuer's and is . from the results 100 the In statements could assumed Sole related to professional standing liquidity RISK and of concluded and in scenario % errors material terms liquidity affect inadequate price Default the financial Shareholder ownership have owned results to depend the therefore to date the of provided the of by of and the risk adverse . part the of of . of the New . the Issuer's the condition staff by as Issuer's economic or the on of the Bonds of illegal Bonds Issuer, Company of actual Company unenforceable of the insolvency dated in the the and Bonds effect Company, the the which results . . Fund, Company’s activities The or economic breach actions, To financial resources 14 laws Issuer slowdown on prospects . and before mitigate latest . October latest The - the OFF of having of of which may Issuer's could the or Spin the implementation standing and which BAS completion assets, processes audited to the this demand may Republic 2020 Company‘s - lead off prominent outsource Financial shall result software changes shall risk internal Terms, have , of rights have to BAS the the for be be of of in in a a 31 due The APPRAISAL Company’s occurrence Company Company commenced Company in Counterparty COUNTERPARTY RISK planned investment were there available Though OFINVESTMENTPROJECTS SUCCESS their of The RISK INSOLVENCY Bondholders, impact operations resolved The RISK DISPUTE management, other possible experience Company’s The HUMANANDRESOURCESRISK MANAGEMENT . Lithuania Counterparty to Issuer Issuer market investments Issuer's qualified based is circumstances on return no the employment in information and or is may the counterparty and business of of employees‘ guarantee, value plans the and was subject RISK Fund investment risk and operations, any the professionals harm on results manner the be risk financial . Issuer’s Issuer's is investment on true of team of and involved Management and inherent may the and the to the the beyond with and and largely unfavorable that the teams the members attractiveness Property its insolvency financial mentioned result results projects, condition, may ability Company’s the Law analytical exhaustive in all may . investments to Management the and legal Issuer's all information in depend on affect and control have to Company . financial may position business their The Insolvency the to disputes may risks and properly financial resources the . a and fluctuate and competitors, loss the decisions, quality of Also, material on affect reputation . may made Issuer, losses the Company’s liquidity on activities monitor Fund’s of completion due the condition on perform there Issuer which have important the in of adverse will when Legal to this to Issuer's and both of Investors’ . services its the and the an reputation . is the All the could generate the on . activities Entities no its adverse directions employees planning Company counterparty Company the of team Bonds investments effect of the guarantee obligations adversely and this inability provided the ability competence . members, of . on . anticipated impact Although can If Management . investments, the in Default a Company`s the is invoke to the dispute to engaged Republic have affect risk, that planned Issuer's recover by to on attract future their of and the the the the the the an all its or is a RISKS RELATED TO THE BOND ISSUE PRICE being the public to The LIQUIDITY investment acts Bondholder’s Changes TAX AND REGULATORY Bondholders default, Securing to Issuer other Apart with Investors Account Escrow The On TO COLLATERAL RELATED RISK FACTORS fall daily the results rate The RISK RATE INTEREST Bond with The pay trading . note . the Bonds Bonds B the . Bonds a Escrow Investor may may onds than able If from market any will fixed RISK of Issue the the terms Account is are the in on changes to accept decrease cause to amount fixed the for cannot constitute will the bear market case Collateral coupon RISK could Issue First sell Pledge duly are domicile, the Date for of the Issuer be above until the interest the the exposed the any additional shall North, Bondholder offered laws , due be be with paid in interest the due Escrow Bond rate its shall a Offering Bonds satisfied liability and the guaranteed can Collateral, under new the or be Bonds redemption, to and to . which on by market However, the they or to market be be Collateral closed the rate issue Account their expenses and the having the whatsoever the . legal of . enforced implementation valid is shall will seller Issuer increases, the Bonds risk other an outstanding . the interest of situation after Bondholders not acts securities to until Bonds alternative the be in Agreement does that Bonds of sell securities or at the . be in secured prevailing the in the the the the applicable rates taxes not such them guaranteed or secondary the has respect will funds price value nominal events Escrow Post by guarantee of . market market been . 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TABLE OF CONTENTS

TABLE OF CONTENTS

Executive summary 3 Overview of the Fund’s structure 6 Overview of the Fund’s performance & portfolio 12 Overview of the Project 18 Covid-19 impact 24 Terms of the Issue 27 Risk factors 29 Contact information 33 Appendices 35 APPENDIX 1. FINANCIAL STATEMENT OF THE FUND NET ASSETS NET LIABILITIES RECEIVABLES SECURITIES TRANSFERABLE CASH PROPERTY Accrued expenses Amountspayable Other receivables Property securities Non Other Other payable amounts Amountspayable Other non S - property securities TATEMENT OF NET ASSETS, EUR ASSETS, NETTATEMENTOF - property securities for management formanagement companytheand depository 23,440,062 10,998,580 10,998,580 20,670,679 23,539,887 2015 9,672,099 2,869,208 36 93,412 99,825 99,825 6,413 43,607,790 24,598,739 21,176,762 21,176,762 45,775,501 45,782,040 2016 2,019,413 2,171,637 2,174,250 152,224 2,613 6,539 66,334,953 10,236,067 10,236,067 31,620,678 21,810,688 21,810,688 53,431,366 67,317,492 2017 3,650,059 767,501 212,497 979,998 982,539 2,541 79,950,662 35,012,380 40,154,315 40,154,315 75,166,695 80,292,864 2018 5,111,649 317,006 336,845 342,202 19,839 14,520 14,520 5,357 81,482,383 33,867,394 46,017,239 46,017,239 79,884,633 81,815,912 2019 1,600,000 1,600,000 329,332 329,350 333,529 331,279 4,179 18 36 APPENDIX 2. COMMERCIAL REAL ESTATE MARKET Baltic The (Austria), States Scandinavian Quadrum the of The Estonia refurbishment 2019 Total While and lease approach, Colliers outlook, conditions the After defensive be etc CRE economy, environment In investors total . 2020 Sources: Sources: ColliersMinistry International, Finance of 1 carefully all Central Business District Business Central office potential from According office O O exceeded years market, volume capitals - . process time . the volume, Additionally, VERVIEW OF THEVERVIEWOF , UTLOOK 2020 IN International putting has landlords Business to the segment assets it putting market on of environment largest benefit . is re . also of As incl . adverse CRE strong and and discretionary - difficult to Short evaluated and the : commercial likely . there one offices, been some investment expansion has who Center domestic from office remained investment interest led 1 - retail expects term plausible billion to pressure effects is noticeable want continued by lower deals . is logistics predict transactions a and sales lease Additionally, two lot spending from challenging, to real the investors that of EUR volumes, BALTIC MARKET IN 2019 IN MARKET BALTIC competition on the of of hold scenario, activity core growth on incentives existing how top other estate hold, deteriorating and, uncertainty some and S to mark 7 the onto deals choice demonstrate office the cast in continues groceries while foreign were is fueling investors investors’ rent occupiers . (CRE) the existing shopping speculative it current The and expected in shadow are complex for also Baltics the prices the Vilnius regarding new market the investors, investors, economic expected investment . to others tenants could pandemic most provides preferences, demand will consistent opportunities grow centers . over to (stages – CBD In development was the adopt follow start the . active continue the . both such the attracting 1 and , acquisition largely for in in ways standing trajectory might office I, a to retail activity the II, Lithuania for the retail labor as in wait prime . target III) the new the VIG for economic affect Baltics driven plans segment, - . over segment and spaces, started market among yields, in of of some Baltic deals more Fund - and see half will the the the the by in 37 lease 26 Q is end 2019 is 4 , the 300 the are B CLASS A CLASS RENT STOCK VACANCY O of of . . vacancy VERVIEW OF THE LITHUANIAN OFFICE MARKET OFFICE LITHUANIANTHE VERVIEWOF m total A 2019 the 2018 2 growth of current 3.6 % stock . 741,300 m . available This rate of at asking represents 9 at the . 7 % the space 9.0 14.7 end since 2 rents end - of 14.0 EUR - 17.0 EUR for ca per the Q of 4 m 2 / per is is delivered 115 under is a net month the 33 , 800 take SUPPLY DEMAND % current construction . increase - in m up 85,000 m 2 280,500 m 2020 for is volume 2019 . expected Y - o . - . Y A 2 This . of 2 total result space to be of 37 38