The transaction, worth €34 million including debt leverage and a share capital increase, will support STD and Donivo’s growth. Both entities aim to further modernize and expand their fleet and to broaden and improve the range of services they offer.
The merger is subject to approval by the Slovak anti-monopoly office.

STD and Donivo were founded in the early 1990s and became active in the international transportation business after 1998. Both companies have grown rapidly, establishing themselves as strong players on the domestic market. Their dynamic development continued after Slovakia’s accession to the EU. Today, the companies provide transportation services to major European clients and manage a combined fleet of more than 330 modern trucks. The combined turnover of STD Slovakia
and Donivo MKD for this year is estimated at €55 million.

“Both STD and Donivo are fast-growing companies on a market with strong fundamentals for continued expansion. EI has identified additional opportunities to grow the combined business and further improve its efficiencies. EI aims to contribute to the growth of both companies and promotes their strategic development plans,” said Dariusz Prończuk, a managing partner of Enterprise Investors who is leading the investment.

Ivan Jakúbek, Investment Director of EI’s Bratislava branch, added: “I believe our partnership will provide a stronger basis for accomplishing the expansion plans of STD and Donivo. We are happy to work with the founders and their experienced management teams on the further development of both companies.”

Ján Drozd and Roman Donoval, founders of STD Slovakia and Donivo MKD respectively, will remain in top management positions and keep their significant minority shares in the merged company.

“The investment by Enterprise Investors is of substantial benefit to our companies. It brings additional funds and the know-how we need to attain our strategic goals. The level of interest in the STD and Donivo merger validates our original assumption
as to the exciting prospects for this combined business,” said Ján Drozd.

“Enterprise Investors understands our common vision and is committed to the merger and further integration of STD
and Donivo. We are convinced that we will now be able to offer a better service to our key customers across Europe and, crucially, to grow and expand more rapidly within the region,” concluded Roman Donoval.

Enterprise Investors is the oldest and one of the largest private equity firms in Central and Eastern Europe. Active since 1990, the company manages funds with capital exceeding €1.6 billion. The funds managed by Enterprise Investors have invested
€1 billion in 106 companies in Poland, Slovakia, the Czech Republic, Romania, Bulgaria and the Baltic States. The funds have exited 90 investments with total proceeds of over €1.3 billion.

The acquisition of STD and Donivo is EI’s third investment in Slovakia, after EI funds bought a stake in Orange Slovensko (previously Globtel) in 2001 and invested in Nay in 2005.

Enterprise Investors was advised on the STD and Donivo transaction by White & Case, KPMG and Deloitte.

Established in 1999, Novaturas Group is the largest tour operator active in Lithuania, Latvia and Estonia, offering a range of quality travel packages that is unrivalled in this region. The attractive products, professional service and strong performance have resulted in the Group’s fast growth over the last few years. Consolidated revenues amounted to €65 million in 2006
and are expected to grow to €100 million in 2007. The company plans to serve a record 150,000 passengers this year.

“Novaturas is the most widely recognized tour operator in the Baltics, offering the best quality of service to its customers
and attractive growth prospects to its investors. We believe that Novaturas can become an excellent consolidation platform for the tour operator business in CEE countries and we are eager to implement the development plan together with the company’s management,” said Sebastian Król, a partner at Enterprise Investors.

“When selecting an investor for Novaturas we took many criteria into consideration, the most important being expansion opportunities. We chose Enterprise Investors because this financial institution has the greatest experience in developing businesses in Central and Eastern Europe. We believe that with EI’s support our company will take on new challenges, thereby generating further growth opportunities in Lithuania and the Baltics as well as in the whole CEE region,” commented Vidas Paliunas, General Director of Novaturas.

Enterprise Investors is one of the largest firms managing private equity funds in Central and Eastern Europe. Since 1990
the company has raised six funds totaling €1.6 billion. To date, these funds have invested €1 billion in 106 companies across many sectors, including almost €400 million in the services and consumer goods sectors. EI funds have exited 90 investments with total proceeds of over €1.3 billion.

Enterprise Investors was advised on the Novaturas transaction by Deloitte Lietuva, and Sutkien, Pilkauskas & Partners acted as EI’s legal advisor. Prime Investment was the transaction advisor of Novaturas, while Lideika, Petrauskas, Valiunas ir partneriai LAWIN was their legal advisor.

Enterprise Investors structured the transaction as a management buyin (MBI), retaining and strengthening the existing management team. Piotr Gonet, a seasoned executive with 15 years’ experience in the manufacturing sector, joins
the Jaan/Nordglass Group as CEO. Mr. Gonet’s prior appointment was as president of Okfens (a Polish subsidiary of Saint-Gobain Glass), while previously he was president of a number of listed companies and international syndicates.

The Jaan/Nordglass Group is one of Europe’s leading manufacturers of automotive glazing and its largest distributor in Poland. Founded in 1991, the Jaan/Nordglass Group consists of three companies: Jaan Automotive Glass, Nordglass II and Glas.

Nordglass II and Glas operate two modern plants located in Koszalin and Słupsk (special economic zones in north-western Poland) that focus on technologically advanced short-series production. The plants manufacture windshields for almost all passenger car models as well as large windshields for trucks, buses and trains. The annual output is about 700,000 units,
of which about half is exported to western Europe.

Based on a franchise agreement with Belron, the global leader in vehicle glass repair and replacement, Jaan Automotive Glass operates a network of windshield fitment centers under the Jaan Autoglass trademark. The Jaan Autoglass network has
a nationwide reach and is the undisputed market leader in Poland. Jaan also operates 30 regional warehouses covering the whole country.

The Jaan/Nordglass Group employs more than 700 people. In 2006 the Group achieved sales of more than PLN 140 million
(€37 million) and an operating profit of about PLN 25 million (€6.5 million). In the first half of 2007 sales grew by 20% year on year.

EI’s advisors to this transaction were Weil, Gotshal & Manges and Ernst & Young.

Enterprise Investors has been active since 1990 and is the largest private equity investor in Central and Eastern Europe.
The firm has raised six funds totaling €1.6 billion. To date, these funds have invested €1 billion in 104 companies from a range of sectors and have exited 89 investments with total proceeds of over €1.2 billion. Enterprise Investors has invested in various manufacturing companies and has been present in the sector since inception.

Komfort is Poland’s largest network of stores selling wall-to-wall carpet and rugs as well as laminate and hardwood floors. Established in the early 1990s and based in Szczecin (north-west Poland), the company now has a network of 100 stores throughout Poland. Over the last few years Komfort has steadily improved its market position and profitability, in 2006 achieving sales of around PLN 340 million (approx. €90 million) and operating profit close to PLN 20 million (approx. €5 million).
The company is now the market leader in its sector in Poland.

Enterprise Investors decided to strengthen the existing management team by bringing in a seasoned Polish retail professional with 15 years of industry experience as executive chairman. EI plans to further expand the store network not just in Poland
but potentially also in other CEE countries. Komfort seems a good candidate for flotation on the Warsaw Stock Exchange
in a few years.

Enterprise Investors has been active since 1990 and is the largest private equity investor in Central and Eastern Europe. The firm manages six funds totaling €1.6 billion. To date, these funds have invested €1 billion in 104 companies from a range of sectors and have exited 88 investments with total proceeds of over €1.2 billion.

Enterprise Investors has built up significant experience as the leading private equity player in Poland’s retail sector. Since 1993
EI has developed several retail chains in Poland, including Eldorado (Stokrotka and Groszek supermarkets) and Apteki Polskie (pharmacies), and has financed the expansion of the W.Kruk and Deni Cler exclusive jewelry and fashion salons. EI owned 100% of Nomi, a Polish chain of DIY stores. As an investor in LPP, Enterprise Investors contributed to the introduction of the Reserved and Cropp fashion labels in CEE countries. In the last two years EI-managed funds acquired Nay, a chain of stores in Slovakia selling white and brown goods, as well as the Romanian food retailer Artima.

EI’s advisors to this transaction were Gide Loyrette Novel and Ernst & Young.

Komfort is Poland’s largest network of stores selling wall-to-wall carpet and rugs as well as laminate and hardwood floors. Established in the early 1990s and based in Szczecin (north-west Poland), the company now has a network of more than
100 stores throughout Poland. Over the last few years Komfort has steadily improved its market position and profitability,
in 2006 achieving sales of around PLN 340 million (approx. €90 million) and net profit close to PLN 20 million (approx. €5 million). The company is now the market leader in its sector in Poland.

“Komfort’s products are proving extremely popular with Polish consumers,” said Agnieszka Kowalska, a partner at Enterprise Investors. “We plan to realize the company’s substantial potential for rapid growth by further expanding its store network. In our opinion this will give Komfort a good chance of growing dynamically not just in Poland but potentially also in other CEE countries. Our probable exit route will be through an IPO within a few years.”

Romuald Stachowiak, president of the Komfort store network’s owner up till now, commented: “As owners, we had considered taking Komfort public on the Warsaw Stock Exchange. However, the sale of the network to Enterprise Investors turned out to be the best possible choice, and one that will guarantee Komfort’s continued rapid growth thanks to the support of such an experienced private investor.”

Enterprise Investors has been active since 1990 and is the largest private equity investor in Central and Eastern Europe. The firm manages six funds totaling €1.6 billion. To date, these funds have invested €0.9 billion in 103 companies from a range of sectors and have exited 87 investments with total proceeds of over €1.2 billion.

Enterprise Investors has built up significant experience as the leading private equity player in Poland’s retail sector. Since 1993
EI has developed several retail chains in Poland, including Eldorado (Stokrotka and Groszek supermarkets) and Apteki Polskie (pharmacies), and has financed the expansion of the W.Kruk and Deni Cler exclusive jewelry and fashion salons.
As an investor in LPP, Enterprise Investors contributed to the introduction of the Reserved and Cropp fashion labels in CEE countries. EI also owns 100% of Nomi, a chain of DIY stores present throughout Poland. In the last two years EI-managed funds acquired Nay, a chain of stores in Slovakia selling white and brown goods, as well as the Romanian food retailer Artima.

In parallel with raising its new fund (Polish Enterprise Fund VI with capitalization of €658 million), Enterprise Investors Corporation has implemented a succession plan agreed with the firm’s two founders, John P. Birkelund and Robert G. Faris. Mr. Birkelund stepped down as Chairman of EIC after serving in this position for 16 years, and became a senior advisor. Mr. Faris resigned from his position as president of the firm, which he had also held for 16 years, and was elected chairman by the Board of Directors. The Board also elected Jacek Siwicki, managing partner since 2000, as the president of Enterprise Investors Corporation.

The Board of Directors of EIC currently includes Robert Faris, Jacek Siwicki and four managing partners: Robert Manz, Dariusz Prończuk, Michał Rusiecki and Ryszard Wojtkowski. The Board members jointly decide on key issues at the firm such as promotions, compensation, carried interest allocation and strategy. For outline CVs of the Board members please see www.ei.com.pl.

As part of the program of developing internal talent and rewarding professional achievement, the Board also decided to promote three of the firm’s vice presidents – Agnieszka Kowalska, Rafał Bator and Sebastian Król – to the position of partner.

Agnieszka Kowalska joined EI in 2000. Ms. Kowalska has eight years of business experience. At EI, she has assisted in the completion of three transactions and sits on the board of one portfolio company. Prior to joining EI, while at ING Barings, she was a key account manager for large foreign and Polish corporates. Ms. Kowalska graduated from Columbia University with a master’s in international affairs with a specialization in international finance and business and holds a bachelor’s degree in international studies from Bridgewater College.

Rafał Bator joined EI in 2002. Mr. Bator has five years of private equity experience and ten years of IT experience. At EI he has made four IT investments, worked on four exits and sits on three portfolio company supervisory boards. Prior to joining EI, Mr. Bator worked for Prokom Software Systems, Price Waterhouse and Optimus. Prokom and Optimus are two of Poland’s leading IT companies. He is a graduate of the Wrocław University of Technology in software engineering and holds a master’s degree in economics from the Academy of Economics in Wrocław.

Sebastian Król joined EI in 2001. Mr. Król has ten years of private equity and consulting experience. He has worked on five investments at EI and sits on the boards of two portfolio companies. Prior to EI, Mr. Król worked for Arthur Andersen Poland, and Hachette Distribution Services. He holds a master’s degree in economics from the University of Łódź and is ACCA certified.

Enterprise Investors Corporation, based in the US with offices in Warsaw (Poland) and Bucharest (Romania), is the largest private equity firm in Central and Eastern Europe.

Enterprise Investors has the region’s largest and most experienced team of 30 investment professionals, including 13 partners. Active since 1990, EI manages funds totaling €1.6 billion. To date, private equity funds managed by Enterprise Investors have invested €0.9 billion in 102 companies, exited 85 investments and returned over €1.1 billion to their investors at attractive rates of return.

Skarbiec Asset Management Holding is composed of a mutual fund manager (Skarbiec TFI) and a transfer agent (BRE Agent Transferowy). Skarbiec TFI is one of the oldest and most innovative asset management companies in Poland with PLN 3.3 billion (approx. €0.8 billion) of assets under management and almost 4% market share. BRE Agent Transferowy is the second largest transfer agent in Poland, with around 20% market share.

The mutual fund and asset management markets in Poland are expanding very rapidly. Total assets under management which were PLN 3.2 billion in 1999 grew more than 25 times within the last 7 years to PLN 82 billion this year. The growth is expected to continue in the foreseeable future driven by the increasing disposable income and savings in Poland. Skarbiec TFI is one of the most innovative companies on the market and has been one of the fastest growing asset managers over the last 12 months. With 41% growth of assets under management in the first half of 2006, Skarbiec has been growing much faster than the entire market, which grew at a rate of 33%.

In 2005 the company’s net profit was PLN 8.3 million (approx. €2 million), and in the first six months of 2006 it totaled PLN 12.6 million (approx. €3 million).

“As a result of PEF V’s investment Skarbiec Group will become one of the largest independent asset managers in Poland. It has substantial potential for rapid growth through product expansion and development of sales channels. An experienced, motivated and reputable management team is ready to execute the growth plans,” commented Dariusz Prończuk, a partner at Enterprise Investors who is responsible for the firm’s investments in the financial sector.

The Skarbiec team is led by Bogusław Grabowski, its president, who worked with Leszek Balcerowicz as a member of the Monetary Policy Council of the National Bank of Poland and is seen as one of the top three macroeconomists in Poland.

In accordance with the well-established Enterprise Investors practice, a management option program will be introduced by the Skarbiec Group to maximize manager-shareholder interests.

Enterprise Investors has been active since 1990 and is the largest private equity firm in Central and Eastern Europe. The firm manages six funds totaling €1.6 billion. To date, private equity funds managed by Enterprise Investors have invested €0.9 billion in 102 companies and have exited 85 investments with total proceeds of over €1.1 billion.

Enterprise Investors is the leading private equity player in the financial services sector, and since 1991 has made 10 transactions in the sector totaling more than €135 million. The highly successful examples include the First Polish–American Bank (now Fortis), Polish–American Mortgage Bank (now GE Money Bank) and Lukas, the leading consumer credit institution in Poland, sold to Crédit Agricole in 2002. More recently the firm invested in Magellan, Poland’s leading non-bank financial institution in the hospital payables market as well as Kruk, the number one consumer receivables management company in Poland.

Fundraising started in late May and closed in just three months. Enterprise Investors did not use a placement agent for the process. Polish Enterprise Fund VI is more than twice the size of its predecessor and the largest fund ever raised for Central and Eastern Europe. “We are extremely pleased to maintain the excellent relationships we have developed with our existing limited partners while continuing to attract new first-rank investors. The level of interest in the fund surpassed our expectations and allowed for an efficient fundraising process,” said Jacek Siwicki, managing partner of Enterprise Investors.

Polish Enterprise Fund VI will focus on mid-market leveraged buyouts and on transactions requiring expansion capital. The fund will target companies in established sectors where EI has considerable expertise – retail & consumer, manufacturing, business & financial services, media & telecoms, IT, pharmaceuticals, and healthcare.

“We will remain focused on buyouts valued between €30 million and €150 million and do not plan to significantly increase the average investment size beyond equity stakes of €30 million to €50 million. Our strength lies in our ability to build excellent relationships with entrepreneurs active in the region and with management teams interested in MBIs. As a result, most of our deal flow is proprietary and we can limit our participation in auctions, where it is harder to convince potential partners of our strengths and where price is the primary if not sole consideration,” Jacek Siwicki added.

Having established a successful track record in Poland, in 1999 EI extended its investment activity to other countries of Central and Eastern Europe. Like its predecessors, the new fund will focus on Poland, Hungary, the Czech Republic, Slovakia, Slovenia, Romania, Bulgaria, and the Baltic countries – Estonia, Latvia, Lithuania. In addition, PEF VI will be the first EI-managed fund to actively pursue investment opportunities in Ukraine and Croatia. Poland, however, will remain the core market for EI as well as for private equity in the region generally.

Enterprise Investors has a team of 30 investment professionals, including 12 partners, who operate from the firm’s offices in Warsaw, Bucharest and New York.

The previous fund managed by Enterprise Investors, the €300 million Polish Enterprise Fund V (PEF V) raised in early 2004, is almost fully invested. Two investments have already been exited, and the PEF V portfolio now numbers nine companies. The last two commitments were made very recently, and those deals will be funded before the end of 2006.

Enterprise Investors pioneered private equity in Poland following its inception in 1990, and has developed an outstanding investment track record over the past 16 years. With the closing of PEF VI, total funds raised by EI amount to €1.6 billion. To date, the five private equity funds managed by Enterprise Investors have invested €897 million in 102 companies across many sectors in Poland, Romania, Slovakia, Bulgaria and the Czech Republic.

Enterprise Investors has exited 85 companies, with total proceeds in excess of €1.1 billion. In 2005-06 alone, a string of successful exits generated approximately €376 million in proceeds for the firm.

Enterprise Investors was the first financial investor in Poland to take a company public in 1995 and has just completed its 24th IPO on the Warsaw Stock Exchange. Proceeds from public market exits constitute more than 40% of the firm’s total realizations.

Established in 1963, Macon Deva is one of the largest producers of building materials in Romania. The company was privatized in 1994 through a management and employee buyout (MEBO) and became a 100% private joint stock company.
After privatization, the majority of profits were reinvested in new production facilities and in increasing the product quality.

Macon offers a wide range of products including autoclaved aerated concrete (AAC), prefabricated concrete elements, concrete poles, structural construction elements for industrial and civil buildings, elements for bridges and roads, insulating materials (mineral wool), roof tiles, etc.

During the last few years, Macon has enjoyed steady growth, reaching a very strong market position in Transylvania and enjoying good recognition and results in other areas of the country. The company achieved revenues in 2005 of €23 million, and sales in the first six months of 2006 totaled €11 million, 32% higher than the same period of 2005. Macon’s business objectives include expanding its product distribution in adjacent regions.

Romania’s construction business is one of the fastest growing economic sectors in the country, with 20% growth in 2005 and heavy investment bringing 2006 growth up to an estimated 35%. In 2005, construction works totaled approx. €7.4 billion.
Due to the lack of highways and quality roads, Romania plans to invest an extra €18 billion by 2010 in modernizing the transport infrastructure. With a forecasted growth within the next four years of approx. 11% annually, the construction sector in Romania continues to attract heavy investment.

“We intend to combine Macon’s good market position and high growth prospects with Enterprise Investors’ unique expertise in building company value, corporate governance and management. We believe that this winning combination will help us create the market leader in construction materials. The upcoming EU accession will have a positive impact on the Romanian construction market, which we estimate will become the most dynamic in the EU,” commented Cristian Nacu,
vice president at Enterprise Investors.

Enterprise Investors has been active since 1990 and is the largest private equity firm in Central and Eastern Europe. The firm manages funds totaling €1.6 billion. To date, private equity funds managed by EI have invested €0.9 billion in 102 companies, exited 85 investments and returned over €1.1 billion to their investors. The investment in Macon is the fourth investment of Enterprise Investors in Romania, after the firm’s acquisition of stakes in Artima, a supermarket chain in Transylvania, Siveco Romania, a leading software company, and Orange Romania (sold in 2005 to France Télécom). The Macon transaction brings the total invested by EI in Romania to almost €80 million.

EI has been advised during the Macon Deva transaction by Ernst & Young, RTPR and NNDKP law firms, while the sellers benefited from the support of Capitalinvest and M. Harsan Law Office.

With this grant, PAEF – managed by Enterprise Investors – has confirmed its commitment to supporting the Foundation in its mission to promote democratic and free market developments in Poland and the region.

The Polish–American Enterprise Fund established the Polish-American Freedom Foundation in 2000. This followed PAEF’s successful completion of its own mission to stimulate Poland’s private sector, as a result of which it could liquidate its assets. PAEF returned $120 million of its initial capital to the US Treasury, and gradually transferred the remaining funds to PAFF’s endowment. To date, PAEF has contributed a total of $213 million to the Foundation.

The Polish–American Enterprise Fund was established in 1990, following adoption by the US Congress of the SEED (Support to Eastern Europe’s Democracy) Act in 1989, with the objective to support the development of a market economy in Poland through loan programs, capital projects and training assistance. The United States transferred $262 million to PAEF. In the 1990s, the Polish–American Enterprise Fund was among the largest investors in Poland and contributed to the success of tens of thousands of Polish private companies. Thanks to professional management by EI and good cooperation with local entrepreneurs, PAEF increased its assets to over $350 million.

Since its inception in 2000, the mission of the Polish–American Freedom Foundation has been to reinforce civil society, democracy and the market economy in Poland and, in particular, to equalize opportunities for individuals in their social development, and to share the Polish transformation experiences with other countries of Central and Eastern Europe. To date, the Foundation has disbursed nearly $29 million toward 24 programs.

Enterprise Investors manages the largest group of private equity funds in the CEE region, including PAEF. In total, these funds have invested almost $1 billion in 100 companies in Poland, and have exited more than 80 investments, including all major PAEF investments, at very attractive rates of return. Many of PAEF’s portfolio companies were successfully restructured and floated on the Warsaw Stock Exchange.