AMBER TRUST II S.C.A., SICAR Socjétéd Investissementen C’apitalaRisque R.C.S.LuxembourgB 103 888 Audited Annual Report As at 31 December 2014 A Private Investment Company managed by AMBER TRUST!! Management S.A. Nosubscrzption can be receivedon the basisoffinancialreports. Subscriptions are only validifmade on the basis ofthe currentprospectusaccompaniedby the latestannualandthemostrecentsemi-annual report, fpublishedthereafter. TABLE OF CONTENTS AMBER TRUST II S.C.A., SICAR Page Management and Organisation Management Companyand InvestmentManager 2 Board ofthe Manager 2 Corporate information 3 Generalinformation The Company 4 Investment objective 5 Management Company 5 Shareholders’ information 5 Reportofthe Manager 6 7 - Information on AmberII’s Investments 8 18 - Independent Auditor’s Report 19 20 - Annual accounts Balance Sheet 21 Profit & Loss account 22 Notes to the annual accounts 23 29 - MANAGEMENT AND ORGANISATION AMBER TRUST II S.C.A., SICAR Management Company and Investment iIanager ofthe Company (called hereafter the “Manager”) Registered Office 412F, route d’Esch L-1030 Luxembourg Manager AMBERTRUST II Management S.A. 412F, route d’Esch L-1030 Luxembourg Management Board ofthe Manager Harvey Sawikin Principal, FirebirdPrivate EquityAdvisors LLC and FirebirdManagement LLC Klaus Ebert Head ofFund Products withinDanske BankInternational Kustaa Alma ManagingDirector, Kaima Capital Eesti Oü. Martynas Cesnavicius Principal, UAB Profinance SupervisoryBoard ofthe Manager Lars Eigen Moller Executive Vice President and Head ofAssetManagement in Danske Capital Majken Hauge Johansen ChiefPortfolio Manager, Danske Capital Ian Hague Principal, FirebirdPrivate EquityAdvisors LLC and Firebird Management LLC Joanne Tuckman ChiefFinancial Officer, FirebirdManagementLLC Michael Nelleman Pedersen Executive Director, ClO, inPKALtd ClydeAnderson Executive CharimanofBooks-A-Million,Inc. -2- MANAGEMENT AND ORGANISATION AMBER TRUST II S.C.A., SICAR CentralAdministration ING Investment Management Luxembourg S.A. 52, route d’Esch L-1470 Luxembourg Depositary Bank ING Luxembourg S.A. 52, route d’Esch L-1470 Luxembourg DomiciliationAgent S.G.G. S.A. 412F, route d’Esch L-1030 Luxembourg Management Support DANSKE CAPITAL, SAMPOBANK LLC Hiililaiturinkuja 2 FIN 00180 Helsinki Finland FIREBIRD PRIVATE EQUITYADVISORS LLC 152 West 5th7 Street, 2th4 Floor NewYork, New York 10019 USA InvestmentAdvisors Kaima CapitalEesti Ou Vim 19, 10140 Tallinn, Estonia UAB Profinance A. Smetonos g. 6, LT—01115, Vilnius, Lithiunia Lindermann, Birnbaum & Kasela Oü Vim 19, 10140 Tallinn, Estonia Auditors Ernst & Young, Société Anonyme, 7 me Gabriel Lippmann, Parc d’Activité Syrdall2, L-5365 Munsbach Legal Advisor in Luxembourg Arendt & Medernach 14, me Erasme L-1468 Luxembourg LegalAdvisor in the United States ProskauerRose LLP 1585 Broadway Time Square - NewYork, NY 10036 USA -3- GENERAL INFORMATION AMBER TRUST II S.C.A., SICAR The Company AmberTrust II S.C.A., SICAR (the “Company” or “Amber II”) is registered onthe official list ofinvestmentcompanies inrisk capital (“sociétés d’investissement en capital a risque” or “SICAR”) pursuant to the law dated 15 June 2004 as amended from time to time onthe investment companyinriskcapital (the “SICAR Law”). The Company was incorporated under the name of Amber Trust II S.C.A., SICAR on 22 October 2004 as a “société en commanditepar actions” under the laws of Luxembourg and registered as a “société d’investissernent en capital a risque” (“SICAR”). The Articles have been published on 22 November 2004 in the Memorial C, Recueil des Sociétés et Associations (the “Memorial”). The Company is registered with the Registre de Commerce, Luxembourg, undernumberB 103.888. The Company is a closed-ended SICAR (i.e., Shares shall not be redeemed at the request of a Shareholder) with variable capital. The Company was created for a limited period oftime. On 26 June 2013, the Extraordinary General Meeting ofthe shareholders decided to extend the life ofthe Companyuntil 30 June 2016. As asociété en commanditeparactions, the Companyhas two differenttypes ofShareholders: (1) The associégérant cominandité orunlimited Shareholder (the “Manager”), who is the equivalent ofthe general partner ofa limited partnership. The Manager is responsible for the management ofthe Company and isjointly and severally liable for all liabilities which cannot be paid out ofthe assets ofthe Company. The Manager may onlybe removedby an amendment ofthe Articles approved at an extraordinary general meeting of Shareholders. In such a case, the Placement Memorandum will be updatedaccordingly. The Manager willhold one Management Share inthe Company. (2) The associés commanditaires or limited Shareholders whose liability is limited to the amount of their investment in the Company. The Company may have an unlimited number oflimited Shareholders. The interest ofthe limited Shareholders in the Company is expressedbytwo Classes: OrdinaryShares and Participating Shares. The Manager is Amber Trust II Management S.A., a company organised under the laws ofLuxembourg on 22 October 2004 with a share capital of EUR 31,000. The articles of incorporation ofthe Manager have been published in the Memorial on 22 November 2004. The Manager is registered with the Registre de Commerce Luxembourg, under number B 103.887. The articles ofincorporation were last amendedby anextraordinarygeneral meeting ofshareholders held on23 June 2013. The capital of the Company is represented by three Classes: one Management Share (which has been subscribed by the Manager), Ordinary Shares and Participating Shares. The Management Share and Participating Shares have been issued upon incorporation ofthe Company. No further Management Share or Participating Shares will be issued. Ordinary Shares may, as the Manager shall determine, be ofone or more different Series. As further described under section“Offering ofShares” ofthe PlacementMemorandum, should Ordinary Shares be issued at aprice based on the NetAssetValue, all OrdinaryShares issued on the same Closing shall constitute a separate Series. Each Share (Management Share, Ordinary Share orParticipating Share) grants the rightto one vote at everygeneral meeting of Shareholders. No measure affecting the interests ofthe Company vis-a-vis third parties or amending the Articles may validly be takenwithout the affirmative vote ofthe holder ofthe Management Share. The capital ofthe Company shall at all times be equal to the total net assetvalue ofthe Company. The Company was incorporated with a subscribed Share capital ofEUR 31,000 divided into one Management Share and 30 Participating Shares ofno parvalue. Upon incorporation, the Management Share and each Participating Share were paid-up up to 5%. The minimum subscribedcapital ofthe Company, as providedbylaw, whichmust be achieved within 12 months after the date onwhich the Companyhasbeen authorized as a SICARunderLuxembourg law, is EUR 1,000,000. -4- GENERAL INFORMATION AMBER TRUST II S.C.A., SICAR Investment Objective Amber Trust II S.C.A., SICAJ{ is a closed-end investment company, the objective ofwhich is to generate long-term capital gain by making risk capital investments (including private equity and buyout investments) in new and established companies primarily in the Baltic States ofEstonia, Latvia and Lithuania. Such investments may be made either directly or through the investmentinunits orshares ofventurecapital orprivate equityfunds or otherinvestmentvehicles having a similarinvestment strategy. Management ofthe Company The Company is exclusively managed by the Manager. To receive management support and advisory services in connection with the Management Company, the Manager has entered in a Management Support and Advisory Services Agreement with eachofDanske CapitalandFirebirdPrivateEquityAdvisors LLC. Futhermore, to advise the Manager in connection with the management ofthe investments ofthe Company, it has entered into an Investment Agreement with each ofKaima Capital Eesti Oü, UAB Profinance and Lindermann, Birnbaum & Kasela Oü, respectively. Shareholders’ information Audited annualreports are available atthe registered office ofthe Company. Any other financial information to be published concerning the Company, including the Net Asset Value ofOrdinary Shares and ofParticipating Shares of the Company and any suspension of its calculation, are available to the Shareholders at the registeredoffice ofthe Company. Copies of the Articles, the Placement Memorandum and the latest annual accounts of the Company may be examined by Shareholders during business hours on eachBusiness Dayatthe registered office ofthe Company, 4l2F, route d’Esch, L-1030 Luxembourg. 5 REPORT OF THE MANAGER AMBER TRUST II S.C.A., SICAR Dear AmberTrust II SCA shareholder, Amber Trust II’s NAV/share declined 9.1% in Q4 2014 and 9.4% over the full year 2014. The Q4 decline was largely due to mark downs in two holdings that were affected by the crisis in the Russian and Ukrainian economies and currencies. Latvian electronics distributor Elko swung to a net loss for 2014 as its Q4 profits were badly hit by the foreign exchange volatility in their main markets despite record sales volumes, although EBITDA remained positive for the year. Meanwhile Russia/Estonian pharma-biotech company Pharmsyntez was marked down because the FUR value ofthe company came down with theruble exchange rate, even though the company did operationally well last year, as a result ofexecution ofa new sales strategy under a new CEO. Pharmsyntez’ biotech arm also moved ahead as the first patients were entered into FDA trials for its important cancer drug Virexxa we believe that the proposed Western IPO ofits drug pipeline is still doable. As for Elko, — its financial strength will allow it to weather the current storm while several competitors are closing down; we remain positive on the company and our ability to generate an exitwithin ourtime-frame. Also marked down during Q4 was Litagra, which had a tough year mainlybecause oflow grainprices. At the end ofthe year the main shareholders appointed a new CEO with the task ofimproving customer outreach and the cost structure, and reducing dependency on consumer prices. A more positive development during Q4 was the completed sale ofPrernia ice cream at a healthy multiple, which should result in a significant payment to Amber II via a share buyback after the company’s AGM. Premia will also proceed to a sale process for the remaining fish business during 2015. Next week Amber II will effect a €5 million share buyback, and we expect to make one or two more distributions this year as we receive proceeds related to Premia, from dividends, andpossiblyfrom otherexits. Also on the positive side, Tallinlc’s share price rose during Q4 as the market anticipated a recovery in sales along with the Nordic economies and a benefit from falling fuel prices. The company also announced the appointment ofa new CEO and the signing ofan LOI to construct a new generationLNG vessel. Tallinkhas continued to rally in 2015 and the stockhas reached a 52-week high. A new CEO was also appointed by Kitron, which was marked up during Q4 as previously imposed efficiency measures, such as furtherrelocationfromNorwayto Lithuania, began to pay offwith significantlyhigher margins. Given solid orderbacklog and improved cost controls, we are optimistic aboutKitron. Malsena continued to perform well last year, with record saled and profits. In December Malsena closed the acquisition ofan Estonian company, now giving it pan-Baltic coverage for its products, which should make it more attractive for potential strategic acquirers. Financially strong, Malsena has continued to repay the shareholder loan Amber II extended in connection with its 2013 purchase ofa Latvianpeer. This “build to sell” bolt-on has proven successful so far, as has Toode’s mergerwith a Finnish roofing materials peer. Having grown sales by more 50% in Finland last year, Toode launched a new factory in Nurmijarvi, Finland in November. Finally, we are receiving indicative bids for Latvian insurer Ban, and believe an exit is possible within six months. On 1 January 2015, Lithuania became the third Baltic state to join the Euro. Based on the experience ofEstonia and Latvia before it, we believe this will be net very positive for the country as it will, among other things, reduce borrowing costs and smooth the path for FDI in Lithuaniaby other Euro members. Indeed, Moody’s recentlyupgraded Lithuania’s long-term credit rating to reflect Euro adoption. The main macroeconomic news for the entire region In Q4 2014 was the sharp devaluation ofthe Russian ruble, following a plunge in oil prices. This will impact the Baltic economies directly, as a Russian recession and adjusted terms of trade will squeeze exports to Russia, as well as to its key trading partners like Belarus. However, the Baltics have diversifiedtheir export markets over the years since the 1998 Russia crisis, and so should be able to reorient their trade now to a gradually strengthening Eurozone while Russia is stagnating. Quantitative easing by the ECB is seen to benefit peripheral EU members most ofall. In addition, domestic balances have been restored and this is visible in higher employmentrates, real wage growth, and increased consumer spending. EU structural funding, which after a pause is set to resume this year and next, should also support GDP performance in all three countries. Lastly, as energy importers the Baltic States are beneficiaries of lower oil prices. -6- REPORT OF THE MANAGER AMBER TRUST II S.C.A., SICAR Therefore, while the Baltics’ GDP estimates have been cut owing to the impactofthe Russianproblem, growthwill stillrun at approximately 2%+ in 2015, accelerating to 3%+ next year. This will make them again among the fastest-growing Eurozone members and a likely target for FDI and beneficiaries of improved borrowing conditions. These latter factors should assist those, like Amber, who are looking to divestassets in the region. As always, please feel free to contactuswith anyquestions. OnbehalfofAmberTrust II Management SA Bestregards Harvey Sawikin KustaaAimä Luxembourg, 24 June 2015 -7- REPORT OF THE MANAGER AMBER TRUST II S.C.A., SICAR ii!; MRLSENR Food::u: Anrto1841 Cashproceeds €4.5m Carryingvalue: €17.4m+ €4.3m Investmentdate: April2005 Dec2007 -. Based on Malsena Group’s pro forma consolidated financials, sales for the calendaryear ending December 2014 increased 1% to LTL 202.5 million. EBITDA for the period was LTL 18.9 million, up 40.5% from LTL 13.4m previous year. Results for 2014 benefitted from full year consolidation of Latvian RDZ. Year-end results were slightly negatively impacted by ban on sale ofEUproduce in Russia and accompanying loss ofcertain sales. In early December, Malsena’s Group closed acquisition of Estonian company Balti Veski for EUR 2.85m from Helsingin Mylly, the Finnishmiller. Balti Veski is active inprocessing, packaging and wholesale ofcereals in Estonian market. Products are sold mainly under the company’s Veski Mati brand. Annual turnover of the company is ca. EUR 3.2 million, while EBITDA EUR 0.3 million. Balti Veski is debt free company. The acquisition gives Malsena a pan-Baltic coverage for its products and makes it a more serious contenderin the market and also more meaningful candidate forpotential acquirer. During 2014, the company repaid FUR 2 million ofloans to Amber, reducing the outstanding shareholder loan from Amber to EUR 4.3 million. A further payment ofEUR 1.lm is expected within Q2/2015. Consolidated net debt at the end ofDecember excluding shareholder loans was EUR 23.4 million (LTL 80.8m). During the current fiscal year (ending June 2015) Malsena’s Group plans to generate sales of EUR 67.0 million (LTL 231 3m), while EBITDA is expected at FUR 6.0 million (LTL 20.7m). Martynas Cesnavicius is the chairman ofthe board ofMalsena. Key figures LTLm 2009 2010 2011 2012/13 2013/14 2014/15 Sales 76.9 89.4 133.6 166.5 204.1 231.3 Growth 5.0% 16.2% 49.3 % 24.7% 22.6% 13.3 % EBITDA 15.9 14.5 13.4 7.6 20.0 20.7 NetProfit 3.3 3.4 0.0 -0.5 8.3 11.0 NetProfitGrowth 4.0% 3.7% -99.5% n.a n.a 32.5 % NetProfitMargin 4.3 % 3.9% 0.0% -0.3 % 4.1 % 4.8 % Owner’sequity 4.3 4.0 2.3 13.8 93.2 104.2 PER 36.0 34.7 na -239.6 14.4 10.9 P/Sales 0.5 0.4 0.3 0.2 0.2 0.1 EV/EBITDA 12.5 13.9 14.2 9.0 8.8 8.0 P/Book 28.2 30.2 51.8 8.7 1.3 1.1 Net Debt 80.2 81.8 71.3 84.3 56.0 46.0 Debt/Equity 18.8 20.6 30.8 6.1 0.6 0.4 Valuation 119.8 EURm 34.7 -8- REPORT OF THE MANAGER AMBER TRUST H S.C.A., SICAR A Sector; Agriculture Percentageowned; 17.8% Acquisitioncost; €3.9m Caslsproceeds; €3.7m Carryingvalue; €4.6m Investmentdate; May2005&Nov2007 LITAGRA Litagra’s consolidated sales reached LTL 463.3 million last year, up 2% from 2013 results. EBITDA came in at LTL 17.5 million significantly behind LTL 26.6 million reported in 2013. Profit was down to LTL 2.4 million from 12.6 million last - year. Themainreasonforfallinprofitabilitywere weakerfarmcommodityprices that affectedbothLitagra’sproducing subsidiaries as well as purchasing power of the company’s customers. In addition to global commodity price trends, Lithuanian dairy farmers were specificallyimpactedbyRussianbanonEUproduce. Onebrightspotinthe yearwas the recordharvestofover 5 million tonnes ofgrain, which led to strongeamings in graintradingand elevatordivisions. Company is inthe process ofconsidering ways to improve its profitability, management and considering other steps necessary to make the company more attractive to strategic buyers. Gintaras Kateiva, founder ofthe company, stepped down as the CEO in January and was replacedbyAidas Mackevicius, ex CEO ofretail chainIKI and furnituremakerVBK. Martynas Cesnavicius represents AT II onthe board ofdirectors ofLitagra. Key figures LTLm 2009 2010 2011 2012 2013 2014 20l5F Sales 451.9 321.7 337.5 429.2 452.6 463.3 480.0 Growth -7.0% -28.8% 4.9% 27.2% 5.4% 2.4% 3.6% EBITDA 16.9 16.6 20.0 38.9 26.6 17.5 24.5 NetProfit -12.3 -13.6 -0.9 18.0 11.2 2.4 6.5 NetProfitGrowth -332% 10% -93 % 2075 % -38 % -79% 171 % NetProfitMargin -3% -4% 0% 4% 2% 1% 1% Owne?sequity 64.9 51.3 73.9 108.8 115.6 114.0 120.5 PER neg neg neg 3.5 5.6 neg 9.7 P/Sales 0.1 0.2 0.2 0.1 0.1 0.1 0.1 EV/EBITDA 12.6 12.1 7.7 5.0 5.0 6.7 4.6 P/Book 1.0 1.2 0.9 0.6 0.5 0.6 0.5 NetDebt 149.9 138.0 90.5 133.0 70.2 55.0 50.0 Debt/Equity 2.5 2.5 1.2 1.2 0.6 0.5 0.4 Valuation 63.0 EURus 18.2 -9-