Preliminary Results

Plaza Centers N.V. 27 March 2008 27 March 2008 PLAZA CENTERS N.V. Preliminary Results for the year ended 31 December 2007 PLAZA REPORTS RECORD PROFITS, STRONG GROWTH, THE COMPLETION AND REALIZATION OF DEVELOPMENTS AND EXCELLENT PROGRESS ACROSS ITS PORTFOLIO - First dividend payment of €57 million expected - Plaza Centers N.V. ('Plaza' / 'Company' / 'Group'), a leading emerging markets property developer, today announces its preliminary results for the year ended 31 December 2007. Financial highlights: • Profit before tax of €227 million (2006: €14.7 million) owing to the disposal of assets in Hungary and Poland • Gross revenues and gains from sale and operations of properties of €510 million (2006: €74 million), with no revaluation gains, as per the Group's policy • Basic and diluted EPS of €0.78 and €0.77 (2006: both €0.27), an increase of c. 190% • Net Asset Value up 31% to €1.06 billion (IPO at October 2006: €809 million; 30 June 2007: €1.02 billion) • Net Asset Value per share £2.68 (at IPO: £1.90; 30 June 2007: £2.37) • Estimated value of portfolio on completion of €3.5 billion (30 June 2007: €2.7 billion) • Increase to €298 million on balance sheet of real estate trading properties being developed for future sale (31 December 2006: €160 million) • Total assets of €761 million (31 December 2006: €475 million) • Gross proceeds raised of New Israeli Shekels ('NIS') 305 million (approximately €53.3 million) from an issue of unsecured non-convertible notes (series A notes) to Israeli institutional investors in July 2007 • Current cash position of circa €400 million; €93 million at the year end (31 December 2006: €219 million) with working capital of €625 million (31 December 2006: €324 million) • First dividend payment of €57 million expected, reflecting £0.14 per share expected to be paid in June 2008, with ex dividend date of 28 May 2008 and record date of 30 May, 2008. Operational highlights in the reporting period: • Since November 2006, Plaza has utilised 100% of the IPO proceeds for its active acquisitions programme and the ongoing delivery and completion of its development schemes • Sale of Arena Plaza in Budapest, the largest shopping centre in Hungary and one of the biggest in Central and Eastern Europe ('CEE'), to Active Asset Investment Management Plc ('aAIM') for approximately €381 million. The centre was 100% let on opening • Successful opening and handover of Sosnowiec Plaza, Lublin Plaza and Rybnik Plaza in Poland. All shopping malls were 100% let on opening, resulting in a higher closing consideration paid to the Company than disclosed in the Company's Prospectus • Plzen Plaza in the Czech Republic opened with 100% occupancy • Dual listing on the Warsaw Stock Exchange ('WSE'), to allow higher liquidity and fulfil local investors' demand; Plaza is the first property company with a dual listing on both the London Main Board and the WSE • Acquisition of four developments in Romania: Timisoara (Gross Lettable Area ('GLA') of 41,000 sqm shopping and entertainment with 30,000sqm of office space), Miercurea Ciuc (GLA of 14,000 sqm), Iasi (41,000 sqm of shopping space and 30,000 sqm of office space) and Slatina (GLA of 21,000 sqm) • Joint venture partnership created with BAS Development ('BAS') to develop seven residential and office projects in three of Romania's largest cities: Bucharest, Brasov and Ploiesti • Additional development project acquired in Poland in the city of Torun for shopping and entertainment centre development with GLA of c. 45,000 sqm • Purchase of land for an additional housing development in the Roztoky suburb of Prague in the Czech Republic • Second and third mixed-use joint venture development projects acquired in India in the Kharadi district of Pune and in Trivandrum, the capital city of the State of Kerala, with a combined Gross Built Area ('GBA') of approximately 420,000 sqm • Presence firmly secured in Serbia winning a tender process run by the Government of Serbia for the development of a new shopping, entertainment and business centre in Belgrade with a GBA of 90,000 sqm, and purchasing two additional plots in Belgrade and Kragujevac with a combined GLA of 65,000 sqm • First project acquired in Shumen, Bulgaria with a GLA of 18,000 sqm • A stake of 35% acquired in Uj Udvar shopping Centre in Budapest, Hungary (GLA 16,000 sqm), for renovation and future sale. Key highlights since the period end: • Gross proceeds raised of New Israeli Shekels ('NIS') 713.5 million (approximately €137 million) from the issue of unsecured non-convertible series B notes (series B notes) in Israel in February 2008 and their registration for trade on the Tel Aviv Stock Exchange (TASE), along with the registration of Series A notes • Acquisition of a new project in Poland in the city of Kielce (GLA 40,000 sqm) • Two further projects acquired in Romania, in Honedoara (GLA 20,000 sqm) and in Targu Mures (GLA 30,000 sqm). Plaza's sixth and seventh projects in Romania will both be developed into western-style shopping centres. Commenting on the results, Mordechay Zisser, Chairman of Plaza Centers, said: 'Plaza has become a significant force over the last twelve years in its established markets in Central and Eastern Europe. We are now reaping the benefit of this experience as we expand into new countries such as India, Serbia, Bulgaria, Slovakia, Ukraine and Russia. We continue to drive our acquisitions programme as shown by the three projects acquired since the year end and have built an exciting pipeline of assets, which we expect to bring to fruition during 2008 and in the following years. 'As a result of our disposals we are delighted to be in a position to announce our first dividend payment, expected to be €0.14 per share, payable in June. We continue to make excellent progress with our core strategy of offering western-style shopping and entertainment facilities to a growing middle class and an increasingly affluent consumer base and look forward to the future with considerable excitement and confidence.' Ran Shtarkman, the Company's President and CEO, added: 'Despite the global economic slowdown, we continue to see strong demand for our high quality shopping and entertainment centres, from both tenants and investors. This has ensured that we have successfully been able to progress our business model and drive to expand our international presence. 'With current cash balances of circa. €400 million, we see exciting opportunities for Plaza to expand its portfolio and to take part in attractive new investments in real estate, broadly unaffected by conditions in the current credit markets. 'Our diversification into India also creates the opportunity for Plaza to continue to expand and enjoy high rates of return as demonstrated in the past. A middle class population of over 250 million can support such expansion and returns for many years. 'We also continue to examine other future emerging market opportunities, which we consider to offer strong potential consumer demand for Plaza's development projects. We are confident that the Company will achieve its goal to complete at least four to five developments each year and, thereby, deliver strong income and capital growth for our shareholders. We look forward to continued progress in 2008.' For further details please contact: Plaza Mordechay Zisser, Chairman +972 3 6086000 Ran Shtarkman, President and CEO +36 1 462 7221 Roy Linden, CFO +36 1 462 7105 Financial Dynamics Stephanie Highett/Laurence Jones +44 20 7831 3113 Notes to Editors Plaza Centers N.V. (www.plazacenters.com) is a leading emerging markets developer of shopping and entertainment centres. It focuses on constructing new centres and, where there is significant redevelopment potential, redeveloping existing centres in both capital cities and important regional centres. The Company is dual listed on the Main Board of the London Stock Exchange and, as of 19 October 2007, the Warsaw Stock Exchange (LSE:'PLAZ', WSE: 'PLZ/PLAZACNTR'). Plaza Centers N.V. is an indirect subsidiary of Elbit Imaging Ltd. ('EI'), an Israeli public company whose shares are traded on both the Tel Aviv Stock Exchange in Israel and the NASDAQ Global Market in the United States. Plaza Centers is a member of the Europe Israel Group of companies which is controlled by its founder, Mr Mordechay Zisser. It has been active in real estate development in emerging markets for over 12 years. CHAIRMAN'S STATEMENT We are delighted to report excellent progress across all Plaza's operations in the year ended 31 December 2007 and in the period since the Company's year end. During this time, we have not only consolidated our strong position in our established markets, but also secured sites in new locations such as Serbia and Bulgaria, and entering a new continent with our investments in India. All the countries share demographic and socio-economic changes which support our business rationale for entering these promising markets. In many senses, Plaza has achieved some major milestones in the period since 1 January 2007: • We extended our portfolio of projects to 30; • We have continued successfully to source exciting new opportunities across all our target markets; • Through the sale and completion of assets - most notably Arena Plaza - we achieved a profit before tax of €227 million; • Through a period of challenging conditions in the financial markets, we have raised substantial support through the bond market in Israel in two over-subscribed offerings; • The strength of the Company's performance and financial position has enabled us to meet our strategic promise to pay our first dividend to shareholders - subject to their approval - expected in June 2008; and • In the last quarter of the year, we achieved a dual listing of our shares on the Warsaw Stock Exchange, thereby cementing our presence in Poland. Results We ended 2007 with gross revenues of €510 million and a net profit of €227 million, resulting mainly from the sales of Arena Plaza in Budapest, Hungary, the Rybnik, Sosnowiec and Lublin Plazas in Poland and the Duna Plaza offices in Budapest, Hungary. The resulting rise in basic and diluted EPS was 190% to €0.78 and €0.77, respectively. In this era where many companies present profits which result mainly from accounting revaluations, the Group has maintained its policy of not revaluing its inventory of real estate under construction. The result is that our profits are derived from pure cash gains that constitute real value to shareholders. During the year, we invested heavily in existing assets under construction as well as continuing to acquire sites to build a substantial future pipeline. Our total investment in real estate inventories under construction ('trading properties') at year end 2007 amounted to €298 million and we expect to present significant revenues out of these inventories in 2009 and onwards. Plaza has a current cash position of €400 million as at today's date, arising mainly from the gross proceeds of approximately €137 million from the recent bond issue in Israel and the receipt of €265 million from the sale of Arena Plaza, net of investments in current projects and new pipeline projects. It is gratifying that, in the face of tightening conditions in the world's financial markets, the Company continues to be very strongly placed to develop out its existing portfolio of projects and acquire new sites, thereby ensuring its ability to create and deliver value to its shareholders. NAV The Company's portfolio as at December 31, 2007 was valued by King Sturge LLP and their summary valuation is shown below. The Company saw a significant increase in the value of some of its assets, especially in regard to the Arena Plaza in Budapest which was valued at €333 million at IPO and was sold to aAIM for circa €381 million. The three shopping and entertainment centres sold in Poland were also handed over at a price higher than their value estimated at IPO. All shopping malls were 100% let on opening, resulting in a higher closing consideration paid to the Company than disclosed in the Company's Prospectus and a combined total market value for the three properties of €129.1 million (Plaza's share), an increase of €26.6 million compared to the estimated value at the time of the Company's IPO. In addition, nine new assets were acquired and valued post the prior valuation which was done as at June 30, 2007 and by December 31, 2007, which resulted in a substantial increase in the Company's Net Asset Value. The Company's NAV was calculated as follows: Use EUR (Thousand) Market value of land and projects by King Sturge LLP (1) 802,530 Assets minus liabilities as at December 31, 2007 (2) 260,058 Total 1,062,588 (1) per valuation attached below (2) excluding book value of assets which were valued by King Sturge LLP The resulting NAV per share is £2.68 (30 June 2007: £2.37), a 41% increase compared to the IPO value and a 13% increase compared to 30 June 2007. Strategic direction The Company has been active in emerging markets in the CEE since 1996, when it pioneered and opened the first western-style shopping and entertainment centre in the CEE in Hungary and began to implement its vision of offering western-style shopping and entertainment facilities to a growing middle class and an increasingly affluent consumer base. The strategy set out in the Company's Admission Document remains unchanged. We aim to: • develop four to five modern western-style shopping and entertainment centres per year in the capital and regional cities of selected countries, primarily in CEE (focusing on the medium term in Poland, Czech Republic, Romania, Serbia, Bulgaria, Slovakia and Greece) and mixed use developments in Ukraine, Russia and India for the medium and long term; • acquire operating shopping centres that show significant redevelopment potential (either as individual assets or as portfolios) for refurbishment and subsequent re-sale; • pre-sell, where prevailing market and economic conditions are favourable, the centres prior to, or after, commencement of construction or redevelopment; and • where the opportunity exists in CEE and India, extend its developments beyond shopping and entertainment centres by leveraging its strengths and drawing upon the experience and skills of the Company's executive management team and the Europe Israel Group to participate in residential, hotel, offices and other development schemes where such developments form part of integrated large scale business and leisure developments. Examples include Dream Island, with 350,000 sqm GBA which will be developed as a major hotel, recreation facilities, casino, business and leisure complex and is located on the southern end of Obuda Island in the Danube River in central Budapest. Unlike the rest of the world, which has several substantial gambling led leisure and entertainment resorts such as Las Vegas and Macau, Europe still lacks these types of destinations, mainly due to bureaucratic issues which prevent permits being granted. Our Dream Island development is in a prime location in the middle of Continental Europe, which over 350 million people can access within two hours flying time. During 2008, we are tendering for the casino permits from the Hungarian state for the development. As soon as those are received, we will proceed with our development in a highly focused manner and will thereby create a leading resort which will have a high impact throughout Continental Europe. Apart from this, our next priority is the Casa Radio mixed use project which comprises a total of 360,000 sqm GBA in Bucharest's city centre and will include one of the largest and most prestigious shopping centres in the CEE. We look forward with confidence to building upon our proven and successful business model to expand the Company's activities both within the CEE region and in new territories such as India and thereby driving income and capital growth on behalf of our shareholders. Key events Since its Admission to the LSE in November 2006, Plaza has invested all of the gross proceeds from its IPO, totalling £166 million, through the acquisition of 19 projects and from capital expenditure on the construction and delivery of our existing schemes. In October, Plaza shares were listed in Poland, becoming the first property company to achieve a dual listing on the Main Board of the London Stock Exchange and The Warsaw Stock Exchange. This dual listing is aimed to generate increased liquidity in the shares, and to enable the growing investor appetite both in Poland and the wider CEE region, to invest in the Company through a local stock exchange. Earlier in the year, Maalot, The Israeli affiliate of Standard & Poor's Rating Services, approved a rating of 'A+/positive', for Plaza to raise new debt up to the amount of US$400 million. This enabled the company to raise €53.3 million, via the private issuance of unsecured non-convertible Notes to institutional investors in Israel. Since the year end, the Company has raised a further €137 million, via a public offering of Notes to Israeli investors. This raising of debt, in increasingly uncertain credit markets shows the confidence from investors in our ability to deliver on our goals, and provides us with substantial additional financial flexibility and firepower to continue with our acquisition and development programme. Plaza today, equipped with high cash balances and ability to raise additional debt, is extremely well positioned in these times of liquidity shortage in the financial markets in Europe. We forecast that the current financial crises will present significant opportunities to acquire real estates assets in attractive terms, and Plaza is highly positioned to enjoy such opportunities. Portfolio progress The Company is currently engaged in 30 assets and projects under development located across the Central and Eastern European region and in India. The location of the assets under development, as well as office buildings, is summarised as follows: Number of assets Location Under development Offices Romania 7 1 Poland 5 - Czech Republic 5 (*) 1 Hungary 4 1 Serbia 3 - India 3 - Greece 1 - Latvia 1 - Bulgaria 1 - Total 30 3 (*) including Pilzen which was completed and is pre-sold to Klepierre, handover is anticipated soon. The Company invested a total of €152 million in 13 acquisitions and joint ventures during the year. These were a shopping & entertainment development scheme in Torun in Poland; two joint venture projects in India; an existing shopping centre in Budapest, Hungary which shows significant redevelopment potential for refurbishment and subsequent sale; a residential project in Roztoky in the Czech Republic; and the acquisition of four sites in Romania at Timisoara, Miercurea Ciuc, Slatina and Iasi for shopping and retail-led mixed use developments. In addition, Plaza has penetrated into two new countries, Serbia and Bulgaria with four new developments. The Serbian projects include two in Belgrade (totalling GLA of 130,000 sqm) and one in Kragujevac (24,500 sqm), while the Bulgarian project comprising GLA of 18,000 sqm is located in Shumen. In addition, the Company created the Plaza-BAS joint venture with 50.1% stake to construct residential units and office space in Romania, currently the venture holds stakes in seven developments in three major cities in Romania. Subsequent to the year end, we have acquired additional three plots for shopping & entertainment developments: one in Kielce, Poland and two in Romania- in Honedoara and in Targu Mures. We are extremely enthusiastic about our entry into the dynamic Indian market with three large-scale retail led mixed used developments, and we expect to continue to significantly expand our portfolio there over the next coming years. In general, the scale of our developments in India is larger than that in the CEE, due to the country's enormous population. In India, there are approximately 250 million middle class people and it is our belief that this serves as a sound base for many years of Plaza operating profitably in that emerging market. In addition, in a busy period of disposals, Plaza has undertaken a number of significant transactions. The most important of these was the sale of Arena Plaza in Budapest, the largest shopping centre in Hungary and amongst the largest in Central and Eastern Europe, to Active Asset Investment Management Plc ('aAIM'). The transaction price amounted to €381 million compared to the estimated value at the time of the Company's London IPO of €333 million. In addition, we have sold our 50% stake in Lublin Plaza, as well as our stakes in Rybnik Plaza and Sosnowiec Plaza in Poland to Klepierre SA. All three were 100% let on opening in 2007 and had a market value of €129.1 million (Plaza's share) compared to the estimated value of approximately €102.5 million at the time of the Company's IPO. Since November 2006, Plaza has utilised 100% of the IPO proceeds for its active acquisitions programme and the ongoing delivery and completion of its development schemes. During 2007, Plaza invested gross sums as follows: Use EUR (m) Finance of current developments 265 Acquisition of pipeline projects in the CEE 130 Expansion of operations in India 30 Total 425 Dividend Policy The basis of the Company's stated dividend policy is to reflect the long-term earnings and cash flow potential of the Group, taking into account the Group's capital requirements, while at the same time maintaining an appropriate level of dividend cover. In Plaza's Interim Results announcement in September 2007, the Directors outlined their intention to make distributions based on the annual net profits of the Group starting with the 2007 financial year. In light of the Company's strong performance, owing to the highly profitable disposal of assets, the Board of Directors will seek shareholders' approval at the annual general meeting on 27 May, 2008 for a maiden dividend of €57 million, representing circa £0.14 per share. If approved, the first dividend is expected to be paid in June 2008, with an ex dividend date of May 28, 2008 for shareholders on the register at May 30, 2008. Outlook Plaza has become a significant force over the last twelve years in our established markets in Central and Eastern Europe, where we were the first company to develop western style shopping and entertainment centres. We are now reaping the benefit of this experience as we expand into new countries such as India, Serbia, Bulgaria, Slovakia, Ukraine and Russia and are delighted to be reporting excellent profits for the year to 31 December 2007. Although the Company's exact financial performance will vary, according to our development cycle which is on average between two to four years per project, we are pleased with the current diversity and timescale of our pipeline. We also continue to drive our acquisitions programme, as shown by the three projects acquired since the year end, and have built an exciting pipeline of assets, which we expect to bring to fruition during 2008 and in the following years. The diversification of our portfolio into India places Plaza in a strong position to maintain its rapid growth over the past years. Our activity in both the CEE and India establishes Plaza, in my opinion, as having one of the most compelling development portfolios of any European property company. As a result of our disposals we are delighted to be in a position to announce our first dividend payment, expected to be £0.14 per share, payable in June. On an ongoing basis, we expect to continue our completion programme which we anticipate, in line with our stated goals, which we anticipate will result in strong income and capital growth for our shareholders. We look forward to the future with considerable excitement and confidence. Mordechay Zisser Chairman 27 March 2008 CHIEF EXECUTIVE'S REVIEW Over the last year Plaza has maintained its exemplary track record and delivered strong returns for its shareholders. In line with our strategy for the year, we have opened five shopping and entertainment centres; three in Poland, one in Hungary and one in the Czech Republic, all of which were 100% occupied upon opening. We also successfully sold our landmark Arena Plaza scheme in Budapest at a fantastic 5.9% gross yield and totalling circa. €381 million, €48 million more than the project's value at our Admission, reflecting the highest volume transaction and circa 20% of all real estate transactions done in Hungary in 2007. For 2007 we are presenting record profits of circa 227 million, resulting mainly from pure cash gains from our exits, with no accounting (IFRS) revaluation gains. Our understanding of local markets and the requirements and aspirations of potential tenants and visitors is key to our success. Plaza as a brand continues to grow in repute and plays a major role in our ability to source opportunities and work closely with local authorities and communities. Through applying these same principles and our business model consistently, we have been able to achieve considerable international expansion, not least in the months since our IPO in London in November 2006. 2007 and the period since the year end have been highly active for Plaza across all areas of its business. Particular highlights include: • Completion of developments: successful openings of Rybnik, Sosnowiec and Lublin shopping and entertainment centres in Poland, Arena Plaza in Hungary and Plzen Plaza in the Czech Republic, all 100% let upon opening; • Exits: Handover of the interests in the above mentioned Polish centres to Klepierre and the sale of Arena Plaza at terms more favourable than those reflected in our Prospectus; • Acquisition of pipeline: 16 new developments acquired (19 since IPO) including first acquisitions in Serbia and Bulgaria; • Local presence: further expanded with commencement of operations in Ukraine and Russia; • Investments: Total gross investment in current projects and new pipeline in 2007 of €425 million; • Financial strength and flexibility: High cash balances and an A+/ positive rating granted by the Israeli affiliate of Standard & Poor's for the raising of up to $400 million notes at favourable interest rates, followed by an updated rating of Aa3 by the Israeli affiliate of Moody's. Approximately €53 million was raised in July 2007 and an additional €137 million was raised in February 2008. Current cash balances stand at circa €400 million; • Stock Exchange listing: Achieving dual listing on the main market of the Warsaw Stock Exchange ('WSE'). Plaza is the first property company to achieve a dual listing on both the London Main Board and the WSE. Plaza's shares were the best performing real estate company on the London main market during 2007, recording an 18% increase and outperforming all real estate indices (EPRA Global, Europe, UK). To date, Plaza has been involved in the development of 30 schemes in nine countries, of which seven are located in Romania, five in Poland, five in the Czech Republic (including Pilzen Plaza which was completed and will be handed over soon to Klepierre), four in Hungary, three in Serbia, three in India, one in Latvia, one in Greece and one in Bulgaria. In addition, Plaza holds three additional office buildings in Budapest, Prague and Bucharest. The projects are at various stages of the development cycle, from the purchase of land through to the planning and completion of construction. In addition, Plaza is negotiating to purchase sites for the development of several additional schemes throughout the CEE region and India. The Company's current assets and pipeline projects are summarised in the table below: Asset/Project Location Nature of asset Planned size Plaza ownership Status sqm (GLA) % 1 Arena Plaza Budapest, Hungary Mixed use shopping and 32,500 (for 100 Under planning extension office scheme rent and sale) 2 Dream Island Budapest, Hungary Major business and 350,000 (GBA) 30 initial leisure resort (for rent and excavation (Obuda) sale) works commenced completion scheduled for 2012 3 David House Budapest, Hungary Headquarters/Office 2,000 100 Operational 4 Duna Plaza Budapest, Hungary Shopping and 15,000 Dev. Under planning extension entertainment scheme rights 5 Uj Udvar Budapest, Hungary Shopping and 16,000 35 Under planning entertainment scheme 6 Suwalki Plaza Suwalki, Poland Shopping and 20,000 100 Under planning entertainment scheme 7 Lodz Lodz, Poland Residential, retail 130,000 100 Under planning and offices 8 Zgorzelec Plaza Zgorzelec, Poland Shopping and 15,000 100 Construction entertainment scheme will start in 2008; completion scheduled for 2009 / 2010 9 Torun Plaza Torun, Poland Shopping and 45,000 100 Planning and entertainment scheme permits phase 10 Kielce Plaza Kielce, Poland Shopping and 40,000 100 Under planning entertainment scheme 11 Plzen Plaza Plzen, Czech Rep. Shopping and 20,000 100 Completed, entertainment scheme pre-sold to Klepierre 12-13 Prague 3 Prague, Czech Rep. Office, for future use 61,600 100 Currently for residential (residential operational as for sale) an office building, Re-zoning for residential use has been received 14 Opava Plaza Opava, Czech Rep. Shopping and 14,000 100 Construction entertainment scheme will start in late 2008; completion scheduled for 2010 15 Liberec Plaza Liberec, Czech Rep. Shopping and 17,000 100 Construction entertainment scheme started in 2007; completion scheduled for 2008 16 Roztoky Prague, Czech Rep. Residential units 14,000 100 Construction will start in 2008; completion scheduled for 2009 / 2010 17 Casa Radio Bucharest, Romania Mixed-use shopping and 360,000 (GBA) 75 Construction leisure plus commenced in residential/office 2007; scheme completion scheduled during 2010-2012 18 Timisoara Plaza Timisoara, Romania Shopping entertainment 71,000 100 Under planning and office scheme 19 Miercurea Ciuc Miercurea Ciuc, Shopping and 14,000 100 Construction Plaza Romania entertainment scheme started in 2007; completion scheduled for 2009 20 Iasi Plaza Iasi, Romania Shopping, 71,000 100 Under planning entertainment and office scheme 21 Slatina Slatina, Romania Shopping and 21,000 100 Under planning entertainment scheme 22 Honedoara Plaza Honedoara, Romania Shopping and 20,000 100 Under planning entertainment scheme 23 Targu Mures Plaza Targu Mures, Shopping and 30,000 100 Under planning Romania entertainment scheme 24 Palazzo Ducale Bucharest office 700 100 Operational 25 Belgrade Plaza Belgrade, Serbia Shopping, office and 90,000 90 Under planning Hotel scheme (GBA) 26 Sport Star Plaza Belgrade, Serbia Shopping and 40,000 97.5 Under planning entertainment scheme 27 Kragujevac Plaza Kragujevac,Serbia Shopping and 24,500 95 Under planning entertainment scheme 28 Shumen Plaza Shumen, Bulgaria Shopping and 18,000 100 Under planning entertainment scheme 29 Riga Plaza Riga, Latvia Shopping and 49,000 50 Construction entertainment scheme started in 2007; completion scheduled for 2009 30 Helios Plaza Athens, Greece Shopping and 35,000 100 Under planning entertainment or and permits office scheme stage 31 Koregaon Park Pune, India Shopping, 107,500 (GBA) 50 Construction entertainment and Started in office scheme 2007, expected completion in 2009 - 2010 32 Kharadi Pune, India Shopping, 225,000 (GBA) 50 Under planning entertainment, office and apart-hotel scheme 33 Trivandrum Kerala, India Shopping, 195,000 (GBA) 50 Under planning entertainment, office and apart-hotel scheme Details of these activities by country are as follows: Hungary During 1996-2004, Plaza built, managed and eventually sold 16 shopping centres throughout Hungary. During 2007, Plaza continued to develop and completed the Arena Plaza, its landmark shopping centre scheme in central Budapest, comprising approximately 66,000 sqm GLA, making it one of the biggest in CEE. The mall was pre-sold to aAIM in August 2007. The mall was opened to the public in November 2007 with 100% occupancy on opening and has been successfully handed over to aAim. In addition, Plaza holds a 30% stake in Dream Island, a prestigious development on the Obuda Island in central Budapest, with a land area of 320,000 sqm, which is intended to be developed as a major resort area including hotels, recreation facilities, a casino and a business and leisure complex with a development budget of over €1.2 billion and 350,000 sqm GBA. Preliminary design and excavation works are already underway. Two further projects are in feasibility and planning stages, namely the extension of the Duna Plaza and the Arena Plaza, both of which are located in central Budapest. In accordance with its strategy to acquire operating shopping centres that show significant redevelopment potential for refurbishment and subsequent sale, in September 2007, the Company bought a 35% stake in the Uj Udvar shopping centre in Budapest, Hungary. The Group continues to own its office building in Budapest, David House on Andrassy Boulevard. Poland Between 2001 and 2005, Plaza built, managed and, in 2005, sold four shopping centres located across Poland. In 2007, the Company completed the construction of three shopping centres in Rybnik (approximately 18,000 sqm GLA), Sosnowiec (approximately 13,000 sqm GLA) and Lublin (50% held, approximately 26,000 sqm GLA). All three were 100% let upon opening and have all been handed over to Klepierre on better terms than those mentioned in our Prospectus. In addition, Plaza continued the feasibility and planning of its developments scheme in Lodz (designated for residential use) and Suwalki (designated for retail use), as well as an acquisition of an additional plot of land for a planned shopping centre in Torun (comprising approximately 45,000 sqm of GLA) and in Zgorzelec (comprising approximately 15,000 sqm of GLA). Since the year end, Plaza has acquired another development in the city of Kielce (comprising approximately 40,000 sqm of GLA) Czech Republic Construction of the Plzen Plaza (approximately 20,000 sqm GLA) commenced in 2006 and was completed in Q4 2007. Plaza has purchased 39,000 sqm of private land in Roztoky, a town close to Prague, which includes a valid planning permit for 81 family homes. It is intended to commence construction in 2008. The Company continues to own an income-yielding office building in Prague which is being re-zoned for a scheme of 61,600 sqm of residential units. Romania In November 2006, Plaza acquired a 75% interest in a company which has entered into a public-private partnership agreement with the Government of Romania to develop the approximately US$1 billion budget Casa Radio (Dambovica) scheme in Bucharest, the largest development plot available in the city centre. The Romanian Government will remain a 15% partner in the scheme. The development of Casa Radio comprises approximately 360,000 sqm of GBA, including a 120,000 sqm GLA shopping mall and leisure centre (one of the largest in Europe), residential units, offices, hotel, casino, hypermarket and convention and a conference hall. The Group continued its rapid expansion in Romania, with the purchase of four strategically important sites in 2007 and two more in 2008. It has acquired a plot in Timisoara for the development of a mixed use project comprising approximately 41,000 sqm GLA of shopping space and 30,000 sqm GLA of office space; a plot in Iasi for the development of a mixed use project providing approximately 41,000 sqm GLA and 30,000 sqm of office space; a site in Miercurea Ciuc which will be developed into a shopping centre with approximately 14,000 sqm of GLA; a site of 20,000 sqm and another site in Slatina for the development of a shopping and entertainment centre of GLA 21,000 sqm. In addition, Plaza has a 50.1% stake in the Plaza-BAS joint venture. Currently the joint company holds seven projects in Bucharest, Brasov and Ploiest with a budget of €290.4 million and expected sales value of €410.6 million: Fountain Park Acacia Carino Tower Green Poiana Brasov Primavera Tower Pinetree Total Park Land Glade Location Bucharest Ploiest Ploieast Ploieast Brasov Brasov Brasov - Plaza-Bas 25% 50% 50% 50% 50% 50% 50% - Share Nature Residential Residential Offices Residential Residential Offices Residential - Size (sqm) 18,000 30,000 9,600 24,000 130,000 10,000 35,000 256,600 Budget (MEUR) 17.7 27.4 18.4 20.7 155 17.6 33.6 290.4 Sales value 19.9 34.1 29.1 27.7 236 22 41.8 410.6 (MEUR) Any additional value above book value of the Plaza-BAS venture assets has not been included in the NAV and was not valued by King Sturge. In light of this, we believe they offer a future potential uplift in value for shareholders. Since the year end, Plaza has acquired its sixth and seventh developments in Honedoara (comprising approximately 20,000 sqm of GLA) and Targu Mures (comprising approximately 30,000 sqm of GLA). Latvia Construction works started in March 2007 on the Riga Plaza project comprising approximately 49,000 sqm of GLA in Riga, Latvia (a 50% holding). The scheme is located on the western bank of the river Daugava by the Sala Bridge and Plaza expects this project to be completed during 2009. Serbia Serbia is one of the Eastern European nations where Plaza sees strong potential for future investment opportunities. During 2007, Plaza successfully established its presence in Serbia with the acquisition of three new plots. The first of these was a state-owned plot and building in Belgrade, Serbia, which Plaza secured in a competitive tender. The building was formerly occupied by the federal ministry of internal affairs in the former Yugoslavia, and is located in the centre of Belgrade in a neighbourhood of government offices and foreign embassies. Plaza believes that the Belgrade market offers particular potential, with a catchment area of approximately 2.5 million people. Additionally, as Belgrade has not to date benefited from institutional grade investment in retail or commercial real estate, this development will have particular significance in terms of providing a new commercial and cultural destination for both domestic and international visitors. Plaza has partnered a local Serbian developer for the project who will be entitled to participate in up to 10% of the project, subject to certain conditions, with project management handled solely by Plaza. The development will comprise a shopping gallery, offices and hotel totalling circa 90,000 sqm of GBA. In December 2007, the Company won a second competitive public auction announced by the Government of Serbia for the development of a new shopping and entertainment centre with a total GLA of approximately 40,000 sqm in Belgrade, Serbia. The site is located on one of the main roads leading into the centre of Belgrade. The site also has the potential for additional residential and office development as part of the shopping and entertainment centre. An additional development in Serbia is located in Kragujevac, a city of 180,000 inhabitants. Kragujevac is the administrative centre of the Sumadija district and the fourth largest city in Serbia. The planned shopping and entertainment centre will comprise approximately 24,500 sqm GLA and will include a cinema complex, fashion retailers, a food court, restaurants and parking places for approximately 900 cars. Greece Plaza owns a 15,000 sqm plot of land centrally located in Piraeus Avenue, Athens. Plaza is currently working on securing building permits for the construction of a shopping centre, or alternatively an office complex, totalling approximately 35,000 sqm of GLA. Russia and Ukraine New country directors have been appointed to these countries to focus on possible investments and to gain deeper understanding of the local market. Negotiations are currently underway to purchase plots in the major cities of these countries. India As outlined in its Prospectus, Plaza has identified strong potential in India and, during the reporting period, acquired two development projects in 50-50 Joint Venture in the Kharadi district of Pune, totalling approximately 225,000 sqm of GBA and in Trivandrum, the capital city of the State of Kerala, of approximately 195,000 sqm GBA. Both projects are for mixed use development (shopping centre, offices, hotel and serviced apartments), with Kharadi featuring 120,000 sqm of shopping space, office space of approximately 81,000 sqm and 24,000 sqm of serviced apartments. The project in Trivandrum will provide shopping space of some 67,000 sqm, an office complex of 90,500 sqm and 37,500 sqm of serviced apartments. Prospects Despite the global economic slowdown, we continue to see strong demand for our high quality shopping and entertainment centres, from both tenants and investors. This has ensured that we have successfully been able to progress our business model and drive to expand our international presence. With current cash balances of circa. €400 million, we see exciting opportunities for Plaza to expand its portfolio and to take part in attractive new investments in real estate, broadly unaffected by conditions in the current credit markets. Our diversification into India also creates the opportunity for Plaza to continue to expand and enjoy high rates of return as demonstrated in the past. A middle class population of over 250 million can support such expansion and returns for many years. We also continue to examine other future emerging market opportunities, which we consider to offer strong potential consumer demand for Plaza's development projects. We are confident that the Company will achieve its goal to complete at least four to five developments each year and, thereby, deliver strong income and capital growth for our shareholders. We look forward to continued progress in 2008. Ran Shtarkman President and CEO 27 March 2008 FINANCIAL REVIEW Results The 2007 financial statements reflects the completion of five shopping and entertainment centres, the realization of four shopping and entertainment centres and one office building, as well as substantial investment in current projects and in new pipeline of additional 13 projects acquired during the year. In line with the Group's commercial decision to focus its business more on the development and sale of shopping and entertainment centres, the Group is classifying its current projects under development as trading properties rather than investment properties. Accordingly, revenues from the sale of trading properties are presented at gross amounts. The Group is not revaluating its trading properties and therefore profits from these assets represent actual cash-based profits due to realizations. Revenues for the year ended 31 December 2007 increased to €510 million (2006: €74 million), mainly due to the sale of Arena Plaza in Budapest, Rybnik Plaza, Sosnowiec Plaza and Lublin Plaza in Poland. Gains from the sale of investment property decreased to €2.1 million (2006: €13.7 million), mainly due to the policy of the Group to classify properties as trading properties. The gain in 2007 represents the net result from the sale of the Duna Plaza Offices in Budapest, while the 2006 gain was mainly from the Poznan Plaza price adjustment. The cost of operations is attributable to the cost of projects sold mentioned above (Arena, Rybnik, Sosnowiec and Lublin) which were classified as trading properties (inventories). Administrative expenses increased to €23 million (2006: €8 million), mainly due to an increase in the Company's volume of activities, including moving into new markets, and to non-cash share-based payments (€7.6 million) (2006: €1.2 million) which were not in place for most of 2006 (most options were granted at the IPO date, in late October 2006). In addition, the options are amortized in the profit and loss statement using the conservative graded vesting method as required by IFRS. Using this method, the majority of the expense (approximately 60%) is recognized during the first year of vesting, i.e most of the expenses for the options granted at IPO are reflected in the 2007 financials statements. Additional reasons for the increase of the administrative expenses are the costs for the registration of the company's shares in the Polish Stock Exchange (circa €800,000) and the costs of the openings of the five shopping and entertainment centres which were opened to the public in 2007 (approximately €2.5 million). These costs are included as administrative expenses under IFRS and are not part of the construction of the relevant asset. Net finance was positive in 2007 at €9.3 million (2006: €0.6 million) due to higher cash balances and more favourable lending terms achieved. Tax expenses continue to remain very low at €90,000 (2006: €1.6 million), reflecting less than 1% (2006: 11%) of profits before tax and resulting from the Group's favourable tax structure. Profit for the period amounted to €227 million in 2007, above market expectations, compared to €14.7 million in 2006 and again reflects the sale of five assets as mentioned above in comparison with the one asset sold in 2006 (Novo Plaza in Prague). Basic and diluted earnings per share for 2007 were €0.78 and €0.77, respectively (2006: both €0.27). The increase is not proportional to the increase in Profits, as the public share offering that took place only in late 2006 when the number of outstanding shares was increased significantly. Balance sheet and cash flow The balance sheet as at 31 December 2007 showed current assets of €721 million compared to current assets of €414 million at the end of 2006. This rise primarily results from Plaza's realization of five assets and investment in our substantial pipeline of development projects. The cash position of cash and short term deposits decreased to €93 million (2006: €219 million), mainly due to acquiring 13 pipeline projects during the period and completion of construction of current projects, net of receipts from the five trading properties and one investment property sold. As of today and following the collection of the Arena sale proceeds and the Notes issuance affected in February 2008, the Company has cash balances of approximately €400 million. Investment properties decreased to €13 million (2006: €26.6 million), due to the sale of Duna Plaza Offices. Currently only the Prague 3 logistic building is classified as an investment property. Total bank borrowings (long and short term) decreased to €6 million (2006: €57 million) reflecting the repayment of the loans used to construct the five trading properties subsequent their sale. Long term debentures reflects bonds issued in July 2007 in Israel, hedged to the EUR and bear an effective interest rate of Euribor+1.69%. Trade payables and other liabilities increased to €19 million and €52 million, respectively (2006: €16 million and €3 million, respectively), due to the increase in the volume of construction activities. Related Party balances are presented gross (both in the assets and in the liabilities sections of the balance sheet) as the balances are with different Plaza group subsidiaries and therefore netting was not possible under IFRS. However, the net balance of the Plaza Group with its controlling shareholders is approximately €5.4 million (liability), from which €1.9 million is due to a provision in respect of project management fees charged by the Control Centers group, relating to project supervision services granted in respect of the extensive development of projects within the Group. In addition, the balance also includes re-charge of expenses paid on behalf of Plaza by its parent company, mainly in India. In conclusion, Plaza's balance sheet reflects significant strength. Our increasing balance of inventories under construction will result in successful yield in the near future and will generate substantial revenues in the upcoming years. Plaza has proven to be able to generate substantial profits, which arise from actual cash realization of assets and not from revaluations. Our high level of liquid balances, supported by the ability to raise additional Notes and bank financing, will enable us to bring the current portfolio into fruition and to expand our portfolio with additional exciting developments in current and future additional markets and to generate substantial added value to our shareholders. Roy Linden Chief Financial Officer 27 March 2008 Valuation Summary by King Sturge LLP as at December 31, 2007 (in EUR) Country Project name Market Value upon Market Value upon Market Value of the land and Market Value completion 31 December, completion 30 June, 2007 project 31 December, 2007 of the land 2007 and project 30 June, 2007 Hungary Arena Plaza - 382,600,000 - 300,000,000 Arena Plaza 71,500,000 71,300,000 28,000,000 27,000,000 extension Dream Island 462,100,000 462,100,000 81,200,000 81,160,000 David House 5,320,000 5,275,000 5,320,000 5,275,000 Duna Plaza 49,600,000 47,100,000 25,000,000 25,000,000 extension Uj Udvar 7,800,000 - 4,113,000 - Shopping Center Poland Torun Plaza 132,100,000 89,150,000 18,700,000 18,000,000 Suwalki Plaza 57,500,000 60,900,000 11,500,000 11,300,000 Lodz Plaza 251,000,000 128,105,000 21,400,000 16,500,000 Zgorzelec 41,800,000 41,800,000 6,000,000 6,500,000 Plaza Lublin Plaza - 39,000,000 - 39,000,000 Czech Plzen Plaza 60,382,000 61,800,000 60,382,000 29,010,000 Republic Prague 3 116,500,000 116,575,000 25,475,000 24,600,000 Opava Plaza 43,800,000 41,600,000 14,100,000 11,900,000 Liberec Plaza 78,600,000 63,500,000 51,860,000 25,330,000 Roztoky 23,806,000 - 3,910,000 - Romania Miercurea Ciuc 41,300,000 19,200,000 4,800,000 4,400,000 Plaza Timisoara 227,100,000 104,600,000 30,100,000 24,000,000 Plaza Casa Radio 761,000,000 646,900,000 191,300,000 164,000,000 Plaza Iasi Plaza 239,600,000 - 35,200,000 - Slatina Plaza 53,300,000 - 5,500,000 - Palazzo Ducale 2,600,000 - 2,600,000 - Latvia Riga Plaza 79,000,000 75,000,000 25,250,000 23,000,000 Greece Helios Plaza 105,860,000 95,625,000 30,220,000 30,210,000 India Koregaon Park 40,000,000 51,650,000 12,500,000 12,750,000 Kharadi Plaza 60,000,000 76,600,000 16,700,000 17,000,000 Trivandrum 43,400,000 78,900,000 10,600,000 10,650,000 Plaza Bulgaria Plaza Shumen 52,500,000 - 12,700,000 - Serbia Belgrade Plaze 147,800,000 - 33,600,000 - Sport Star 180,300,000 - 25,200,000 - Plaza Kragujevac 99,000,000 - 9,300,000 - Plaza TOTAL 3,534,568,000 2,757,380,000 802,530,000 906,585,000 Notes • Torun and Zgorzelec are owned by third party, non Plaza Centers related companies, albeit with preliminary purchase or pre-agreements in place. Our valuations reflect the potential value of the projects if available for development today. • Plaza Centers has a 50% interest in the Riga Plaza shopping centre development. • Plaza Centers has a 35% interest in the Uj Udvar Shopping Centre development • All values of land and project assume full planning consent for the proposed use. • Plaza Centers has a 50% interest in Koreagon Park, Kharadi Plaza and Trivandrum Plaza. • Plaza Centers has a 30% share in Dream Island. • Plaza Centers has a 75% share of Casa Radio. • All the figures reflect Plaza share. Consolidated Income Statements For the year ended December 31, 2007 2006 Note € '000 € '000 Revenues 12 507,843 60,219 Gain from the sale of investment property, net 13 2,071 13,715 Changes in fair value of investment property - 257 509,914 74,191 Cost of operations 14 268,730 50,034 Gross profit 241,184 24,157 Administrative expenses 15 23,117 8,173 Operating profit 218,067 15,984 Finance income 12,407 4,000 Finance expenses (3,060) (3,336) Finance income, net 16 9,347 664 Other income 85 287 Other expenses (423) (457) Share in loss of associate (19) (150) Profit before tax 227,057 16,328 Income tax expenses 17 90 1,608 Profit for the year 226,967 14,720 Basic earnings per share (in EURO) 11 0.78 0.27 Diluted earnings per share (in EURO) 11 0.77 0.27 Consolidated Balance Sheets December 31, 2007 2006 Note € '000 € '000 ASSETS Current assets Cash and cash equivalents 2 66,381 212,683 Restricted bank deposits 25,155 616 Short-term deposits 1,033 6,154 Trade accounts receivables, net 262,595 5,342 Other accounts receivable and prepayments 3 48,102 29,222 Other debtors and related parties 4 19,525 - Trading properties 5 298,339 159,961 721,130 413,978 Non Current assets Investment in associate 1,129 1,148 Derivative 2,228 - Long-term balances and deposits 1,987 2,257 Other debtors and related parties 4 - 22,027 Property, plant and equipment 16,465 7,550 Investment property 6 12,970 26,654 Restricted bank deposits 5,302 350 Other non-current assets - 933 40,081 60,919 Total assets 761,211 474,897 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Interest bearing loans from banks 7 409 51,201 Trade payables 19,432 15,703 Other liabilities 23,103 3,088 Amounts due to related parties 8 786 17,771 Other Liabilities 8 51,950 2,418 95,680 90,181 Non-current liabilities Interest bearing loans from banks 7 5,461 5,875 Long term debentures at fair value through profit or loss 9 53,821 - Amounts due to related parties 8 1,871 8,474 Other long term liabilities 355 1,551 Deferred tax liabilities 552 4,139 62,060 20,039 Share capital 2,924 2,923 Translation reserve (1,727) (1,895) Other reserves 13,498 1,840 Share premium 248,860 248,860 Retained earnings 339,916 112,949 Shareholders' equity 10 603,471 364,677 Total shareholders' equity and liabilities 761,211 474,897 Consolidated Cash Flow Statements For the year ended December 31, 2007 2006 € '000 € '000 Cash flows from operating activities Profit for the year 226,967 14,720 Adjustments necessary to reflect cash flows used in operating activities: Depreciation 907 773 Change in fair value of investment property - (257) (52,358) - Finance income, net (2,983) (595) Loss on sale of property plant and equipment 40 18 Company's share in loss of associate 19 150 Gain on sale of investment property subsidiaries (2,071) (13,630) Gain on sale of trading property subsidiaries (235,499) (7,008) Income tax expenses 83 1,009 Increase in trade accounts receivable (5,807) (786) Increase in other accounts receivable (18,816) (6,087) Change in restricted cash for projects to be acquired (24,540) (19,401) Increase in trading properties (302,996) (92,201) Purchase of trading property companies (see appendix A, note 18) (16,244) 1 Increase in trade accounts payable 38,822 14,241 Increase in other liabilities 20,423 3,187 Net proceeds from selling of trading property subsidiaries (see appendix B, Note 63,718 6,016 18) Share based payment 7,644 1,186 Net cash used in operating activities (302,691) (98,664) Cash from investing activities Purchase and development of investment property (2006 - other assets) (9,880) (1,422) Proceeds from sale of plant, property and equipment 19 167 Investment in associate - (115) Short term deposits, net (5,121) 2,393 Long term deposits decreased 152 1,047 Long term deposits increased (5,582) (2,374) Net proceeds from disposal of other subsidiaries (see appendix B, Note 18) 11,526 17,297 Long term loans granted to partners in Joint controlled company - (21) Net cash from (used in) investing activities (8,886) 16,972 Cash from financing activities Short term loans from banks, net 124,747 21,001 Issuance of ordinary shares, net - 234,501 Debentures raised 53,003 - Long term loans repaid to banks (7,115) (8,604) Loans granted from (repaid to) related parties (5,349) 778 Net cash from financing activities 165,286 247,676 Increase in cash and cash equivalents during the year (146,302) 165,984 Cash and cash equivalents at the beginning of the year 212,683 46,699 Cash and cash equivalents at the end of the year 66,381 212,683 Selective Notes to the consolidated financial information: NOTE 1 - Basis of Accounting and Presentation of Financial Information The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') and its interpretations adopted by the European Union ('EU'). The auditors have reported on those accounts; their report was (i) unqualified, (ii) did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their reports. A full set of the consolidated Financial Statements will follow. The financial information contained in this announcement does not constitute Dutch statutory accounts which will be submitted in due course. NOTE 2 - CASH AND CASH EQUIVALENTS Interest rate as of December 31, December 31, 2007 2007 2006 € '000 € '000 Bank deposits - in EUR Mainly 4.89%, and EONIA 61,917 209,292 - 0.02% Bank deposits - in Hungarian Forints 5.2% 143 2,782 Bank deposits - in Polish Zlotys 4%-4.4% 1,586 416 Bank deposits - in Czech Crowns 1%-1.6% 1,174 64 Bank current accounts - in U.S.Dollar 4% 263 129 Bank deposits - in other currencies 0%-5.1% 1,298 110 Balance at 31 December 66,381 212,683 NOTE 3 - OTHER ACCOUNTS RECEIVABLE AND PREPAYMENTS December 31, 2007 2006 € '000 € '000 Advance in respect of plot purchase (*) 36,340 19,401 Advance to suppliers 4,984 - Prepaid expenses 230 1,314 VAT authorities 5,848 7,561 Partners in companies under joint venture 117 199 Accrued interest receivable 199 - Companies in the EMI Group and other related parties - 168 Others 384 579 Balance at 31 December 48,102 29,222 (*) 2007 - Mainly advance payment for a purchase of plots of land in Serbia - EUR 19.8 million and Romania EUR 13 million. 2006 - Advance payment for a purchase of plot of land in Bucharest in the amount of EUR 19.4 million. NOTE 4 - OTHER DEBTORS AND RELATED PARTIES December 31, 2007 2006 € '000 € '000 Short term Debtor balances with: Related party - EI 19,310 - Companies in the EI Group and other related parties 215 - Balance at 31 December 19,525 - Long term Debtor balances with: Related party - EI - 18,226 Partners in companies under joint venture - 3,801 Balance at 31 December - 22,027 The above EI mentioned balances are linked to the EUR and bears interest of three months Libor plus a margin of 1.65%), with no scheduled repayment date. For EI and EUL loans in credit, refer to note 8. NOTE 5 - TRADING PROPERTIES December 31, 2007 2006 € '000 € '000 Balance at 1 January 159,961 104,717 Additions during the period 395,670 98,819 Trading property sold (257,292) (43,575) Balance at 31 December 298,339 159,961 As of the balance sheet date, The Company has trading properties in Hungary, Poland, Romania, Czech Republic, Serbia, Latvia, Greece, Bulgaria and India. NOTE 6 - INVESTMENT PROPERTY December 31, 2007 2006 € '000 € '000 Balance at 1 January 26,654 26,354 Additions - 43 Fair value adjustments (13,684) 257 Balance at 31 December 12,970 26,654 Investment property at year end comprises from logistic center leased to third parties. Generally leases contain an initial period of 5 to 10 years. Subsequent renewals are negotiated with the lessee. The contracts are denominated in, or linked, to the EUR. NOTE 7 - INTEREST BEARING LOANS FROM BANKS Interest rate December 31, December 31, Maturity date 2007 2006 2007 € '000 € '000 € '000 Current maturities of long term loans In PLN - 3,361 N/A In EUR 409 47,840 EURIBOR + 1.75% Total 409 51,201 Long term Credit In EUR 2015 5,461 5,875 EURIBOR + 1.75% 5,461 5,875 Total loans from banks 5,870 57,076 Effective interest rate on the loan as of December 31, 2007, and December 31, 2006 is 6.3% p.a and 5.5% p.a respectively. Below is the repayment schedule of outstanding bank loans for each period: December 31, 2007 2006 € '000 € '000 First year - Current Maturity 409 51,201 Second year 409 459 Third year 409 459 Fourth year 409 459 Fifth year 409 459 Sixth year and thereafter 3,825 4,039 Total long term 5,461 5,875 Total 5,870 57,076 NOTE 8 - LOANS AND AMOUNTS DUE TO RELATED PARTIES AND OTHERS December 31, 2007 2006 Currency € '000 € '000 Short term EI Group- ultimate parent Company - charges EUR 5,309 7,655 Other related parties (2) Mainly Indian Rupee - 1,202 Other related parties (3) 1,985 - Director of EI 762 - EUL (parent Company) (1) EUR 15,047 8,914 EI Group- ultimate parent Company - charges 23,103 17,771 Other related parties (2) EUR 786 2,418 Total 23,889 20,189 Long term EUL- parent Company (4) EUR 1,871 7,975 Other related parties (3) EUR - 499 1,871 8,474 (1) The loans received from Elbit Ultrasound B.V. (the main shareholder) ('EUL'), bear interest at 3 months USD Libor (or 3 months EURIBOR) plus a margin of between 1.5% and 2.0% (effective interest rate as of December 31, 2007, and December 31, 2006 is 6.5% p.a and 5.7% p.a respectively). Loans are financing trading properties of the Group. (2) Other related parties in the short term in 2006 include the liability to the Company's Indian partner in the joint venture company in India. (3) Other related parties in the long term included in 2006 liability to the Control Centres group, a group of companies which provides project management services, controlled by the ultimate parent company controlling shareholder. The balances were reclassified to short term in 2007, as they relate to trading property construction activity. (4) The loans received from Elbit Ultrasound B.V. (the main shareholder) ('EUL'), bear an interest of 3 month USD Libor (or 3 months EURIBOR) plus a margin of between 1.5% and 2.0% (effective interest rate as of December 31, 2007, and December 31, 2006 is 6.5% p.a and 5.7% p.a respectively). Loans are expected to be repaid in the long term, as EUL has declared its intention not to demand earlier repayment. OTHER LIABILITIES December 31, 2007 2006 Short term € '000 € '000 Obligation in respect of plot purchase (1) 38,163 - Income in advance - short term (2) EUR 1,914 269 Accrued expenses and commissions (3) EUR 6,923 1,689 Accrued bank interest EUR 44 195 Government institutions and fees HUF, PLN, CZK 508 490 Salaries and related expenses (4) EUR, HUF, PLN, CZK, USD 3,123 336 Partner in joint controlled company 1,170 - Other HUF, PLN, CZK 105 109 Total 51,950 3,088 NOTE 9 - LONG TERM DEBENTURES AT FAIR VALUE THROUGH PROFIT OR LOSS On 5 July 2007, the Company agreed with Israeli institutional investors to issue an aggregate principal amount of NIS 305 million (approximately EUR 53.0 million) Par Value of series one of unsecured non-convertible debentures to institutional investors in Israel. The debentures are rated by Standard & Poor's Maalot Ltd. ('Maalot') - at a local rating of A+/Positive. The debentures are repayable in eight equal annual instalments, on December 31 of each of the years 2010 to 2017, inclusive. The debentures bear an annual interest rate of 4.5%. Interest is payable semi-annually in arrears on December 31 and July 1 of each of the years 2007 to 2017 (the first instalment to be effected on 31 December 2007 and the last instalment to be effected on December 31, 2017). The debentures are linked to the increase in the Israeli Consumer Price Index. As the Company's functional currency is the Euro, the Company has hedged the future expected payments in NIS (principal and interest) to correlate with the Euro using a Cross currency interest rate swap. The debentures will be repaid by the Company, inter alia, at the option of the trustee or the holders of the debentures if the Company delays the publication of its financial reports for more than 60 days from the dates provided by applicable law or if the debentures cease to be rated for a period of more than 60 days. The debentures were listed for trade on the Institutional Retzef System, which is a trading system for institutional investors in Israel. The Company may also, in its sole discretion register the debentures for trade on the TASE. So long as the Debentures were not registered for trade on the TASE, the Company has undertaken (i) to pay an additional interest at an annual rate of 0.5% (namely 5%) until a prospectus is published for the registration of the debentures for trade on the TASE; (ii) to pay an additional interest rate at an annual rate of 0.25% in the event the rating of the debentures decreases to (BBB+) rating on a local scale by Maalot or an equivalent rating by another Rating Company and (iii) to repay the debentures at the option of the trustee or the holders of the debentures if made a special resolution on their general meeting upon the occurrence of each of the following events: (A) Should the rating of the debentures in Israel decrease below the BBB+ investment level rating of Maalot - or other equivalent rating by another rating company; (B) if the Company is required to repay another series of debentures issued by the Company; or (C) if the holdings of EI, the indirect parent of the Company, fall below 25% of the Company's issued and outstanding share capital. Such undertakings would be terminated upon the registration for trade of the debentures on the TASE. Following the balance sheet date the Company registered the debentures for trade on the TASE in February 2008 NOTE 10 - EQUITY December 31, 2007 2006 Remarks Number of shares Authorised: Ordinary shares of par value EUR 0.01 each See (1) below 1,000,000,000 1,000,000,000 Issued and fully paid: At the beginning of the period 292,346,087 1,815,120 Options exercised to shares 57,700 - Issued for forgiveness of loan to parent Company See (2) below - 2,684,880 Issued for forgiveness of loan to parent Company See (2) below - 195,500,000 Issued for cash to the Public See (2) below - 92,346,087 At the end of the period 292,403,787 292,346,087 1) The number of shares authorized as of 31.12.05 was 40 (of 453.8 EUR par value). In September 2006 the authorized share capital was revised as follows: a) 40 shares of EUR 453.8 were subdivided into 1,815,120 shares of 0.01 EUR. b) The authorized share capital was increased to 1 milliard shares of 0.01 EUR. 2) In the course of the last quarter of 2006 the following share capital increases occurred: a) 2,684,880 shares of EUR 0.01 were issued to Elbit Ultrasound B.V, the parent company of the Company, on October 2006, upon the change of the Company from B.V status to N.V status. The capital increase was effected in exchange for the forgiveness of a loan, and the shares were issued at no share premium. b) 195.5 million Shares of EUR 0.01 were issued to Elbit Ultrasound B.V in October 2006, in order to create a share capital structure which will allow the Company to initiate the IPO. The capital increase was effected through the contribution of loans, and the shares were issued with a share premium of approximately EUR 15.3 million. c) 92,346,087 shares of EUR 0.01 were issued to the Public, in October and November 2006 (including the 'Green Shoe' option exercised), as a result of the IPO which took place in the London Stock Exchange ('LSE') (see also note 30). The share premium recorded in the flotation (net of IPO costs) was EUR 233.6 million. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Company's residual assets. 3) In the course of the last quarter of 2007, 303,471 vested options were exercised into 57,700 shares of EUR 0.01. Capital reserve due to share option plan Capital reserve created as a result of the Employee Share Option Plan which was introduced in October 2006 (see also note 22) was recorded and totalled EUR 13,679 as of December 31, 2007 (2006 - EUR 2,021). Translation reserve The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations. NOTE 11 - EARNINGS PER SHARE Profit attributable to ordinary shareholders December 31, 2007 2006 € '000 € '000 Profit for the year 226,907 14,720 Profit attributable to ordinary shareholders 226,907 14,720 Weighted average number of ordinary shares In thousands of shares with a EUR 0.01 par value December 31, 2007 2006 Issued ordinary shares at 1 January 292,346 1,815 Effect of shares issued in October 6th, 2006 - 633 Effect of shares issued in October 24th, 2006 - 36,422 Effect of shares issued in November 1st, 2006 - 14,090 Effect of shares issued in November 24th, 2006 - 672 Share base payment - exercise of options 9 Weighted average number of ordinary shares at 31 December 292,355 53,632 The calculation of diluted earnings per share at 31 December 2007 was based on profit attributable to ordinary shareholders of EUR 226,967 thousand and a weighted average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares of EUR 1,129 thousands. In 2006 the diluted earning per share is the same as basic earnings per share since options or securities had no dilutive effect. NOTE 12 - REVENUES For the year ended December 31, 2007 2006 € '000 € '000 Revenue from selling trading properties (*) 495,565 51,276 Rental income from tenants 2,153 3,766 Management fees 1,395 284 Operation of entertainment centres 6,608 3,980 Other 2,122 913 Total 507,843 60,219 (*)Revenue from selling trading properties consist of asset value of commercial centres, as determined between the company and the buyer of the property. In 2007 the revenue includes the agreed asset value of the following shopping centers: Arena Plaza Hungary - 365,541, Rybnik and Sosnowiec Plaza in Poland - 89,323, Lublin Plaza in Poland - 38,994, and Novo shopping center in Prague, the Czech Republic (additional proceeds) - 1,707. In 2006 - Includes mainly EUR 50.3 million revenues from selling Novo shopping centre in Prague. NOTE 13 - GAIN FROM SALE OF INVESTMENT PROPERTY In 2007, the gain recorded was mainly from the sale of Duna Plaza offices investment property. In 2006, the gain from the sale of investment property, as reflected in the consolidated income statement (EUR 13.7 million) is comprised mainly of the following: • Part of the proceeds in the amount of EUR 5.4 million was subject to obtaining utilities licenses by the Company in respect of the sold centres and accordingly has been deferred for recognition in the financial statement for the year ended December 31, 2005. Within the framework of a settlement agreement signed between the Company and Klepierre on November 16, 2006 it was agreed that the Company shall be unconditionally and irrecoverably released from its obligations to obtain such utilities licenses and that Klepierre will assume full and sole responsibility for the obtaining of these utilities permits. Accordingly the Company recorded in these financial statements an additional gain of EUR 5.4 million. • Furthermore, the Company and Klepierre agreed to conclude a final purchase price adjustment in respect of the sold centres in accordance with the provisions set forth in the sale agreement and accordingly the Company recorded in these financial statements an additional gain of EUR 8.2 million which is mainly due to the Poznan shopping centre on account of the price adjustment, based on the updated gross rentals. NOTE 14 - COST OF OPERATIONS For the year ended December 31, 2007 2006 € '000 € '000 Direct expenses: Cost of sold trading properties (*) 258,510 44,804 Salaries and related expenses 1,216 736 Initiation costs 786 244 Municipality taxes 24 8 Property taxes 206 195 Property operations and maintenance 5,909 2,968 266,651 48,955 Other operating expenses 1,538 915 268,189 49,870 Depreciation and amortization 541 164 268,730 50,034 (*)Costs of sold trading properties include the cost of purchasing and building the trading properties which were sold in 2007, consist mainly of cost of selling of the following trading properties: Arena Plaza Hungary - 161,818, Rybnik and Sosnowiec Plaza in Poland - 66,270, Lublin Plaza in Poland - 29,908, others - 514. 2006 - Includes mainly cost of asset from selling the Asset in Prague (Novo shopping center - see also note 34) - EUR 43.9 million. NOTE 15 - ADMINISTRATIVE EXPENSES For the year ended December 31, 2007 2006 € '000 € '000 Selling and marketing expenses Advertising and marketing 2,649 889 Salaries and relating expenses 761 757 Doubtful debts 18 4 Amortization of deferred charges 5 1 3,433 1,651 General and administrative expenses Salaries and related expenses (*) 12,167 2,661 Depreciation and amortization 366 260 Management fees 500 706 Professional services 4,206 1,611 Travelling 1,071 591 Offices 508 281 Others 866 412 19,684 6,522 Total 23,117 8,173 Selling and marketing (1) As a result of opening five new shopping and entertainment centers in 2007 (comparing one opened in 2006), these costs significantly increased. General and administrative (2) Including non-cash expenses due to the share option plan in the amount of EUR 7.6 million (2006- EUR 1.2 million) see also note 25 for more details on share based payments. Main increase is attributable to the high volume of activities of the Company due to its listing in the London stock exchange, and expanding the Company's activity into new countries. Also attributable to expenses in respect of registration of the Company's shares for trade in Warsaw - approximately EUR 0.8 million NOTE 16 - FINANCE INCOME (EXPENSES) For the year ended December 31, 2007 2006 € '000 € '000 Interest received on bank deposits and loans to 7,552 2,595 related parties Changes in fair value of derivative 2,228 - Foreign exchange gains - related parties 1,101 1,405 Other interest income - mainly from receivables 1,526 - arising from sale of shopping centers Total finance income 12,407 4,000 Interest expenses on bank loans and debentures (6,216) (3,542) Interest on loans from related parties (642) (1,133) Changes in fair value of debentures (818) - Foreign exchange losses (105) - Other finance expenses (972) (508) (8,753) (5,183) Less- Finance expenses capitalized to properties under 5,693 1,847 development Total finance expenses (3,060) (3,336) Total 9,347 664 NOTE 17 - INCOME TAXES For the year ended December 31, 2007 2006 € '000 € '000 Current tax 106 170 Deferred tax (16) 1,009 Prior year's taxes - 429 Total 90 1,608 The main tax laws imposed on the Group companies in their countries of residence: a. The Netherlands a. Companies resident in the Netherlands are subject to corporate income tax at the general rate of 29.6% for the fiscal year of 2006. Commencing 2007 the general corporate income tax rate has been reduced to 25.5%. Under the amended rules effective January 1 2007 tax losses may be carried forward and set of against income of the immediately preceding tax year and the 9 subsequent tax years. Transitional rules apply for tax losses on account of tax years up through 2002 which may be carried forward and set of against income up through 2011. b. Under the participation exemption rules, income including dividends and capital gains derived by Netherlands companies in respect of qualifying investments in the nominal paid up share capital of resident or non resident investee companies, are exempt from Netherlands corporate income tax provided the conditions as set under these rules have been satisfied. The participation exemption rules and more particularly the statutory conditions thereunder have been amended with effect of January 1, 2007. Such amended conditions require, among others, a minimum percentage ownership interest in the investee company and require the investee company to satisfy either of, or both the newly introduced 'assets' - test and the amended 'subject to tax' - test. c. Dividend distributions from a Netherlands company to a Dutch corporate shareholders holding at least 25% of the shares of such Netherlands company is subject to withholding tax at a rate of 5% provided certain compliance related formalities have been satisfied. In other situations, dividend distributions to shareholders are subject to withholding tax at a rate of 15%. b. Hungary The corporate income tax rate imposed on the income of the subsidiaries incorporated in Hungary is 16%. Commencing 2007, capital gains are exempted from corporate income tax provided that certain criteria are fulfilled. A special solidarity tax is levied on companies as from September 1, 2006, being 4% of the modified accounting profit as determined by law. Dividends, interest, royalty paid out to companies are not subject to withholding tax. Losses in the first three years of operation can be carried forward without limitation. Losses incurred until 2004 can be carried forward for the period of five years, subject to certain limitations. Losses incurred in 2005 and thereafter, may be carried forward indefinitely, subject to certain limitations. c. Czech Republic Corporate income tax rate imposed on the income of the subsidiaries incorporated in the Czech Republic (including capital gains) in 2007 is 24% which will gradually decrease from 21% in 2008 to 19% in 2010. Tax losses can be carried forward up to seven years to offset future taxable income. Dividends paid out of net income are subject to a withholding tax of 15%, subject to the relevant double taxation treaty. The Czech Republic exempts domestic dividends paid to EU parent companies that hold a participation of 20% or more for at least two years. d. Poland The corporate tax applicable to income of Polish subsidiaries (including capital gains) is 19%. Dividends paid out of these profits are subject to an additional (final) tax rate of 19%, subject to the relevant double taxation treaty. Distribution of dividend of Polish subsidiary to Dutch parent company, holding at least 15% (commencing 2009 - 10%) of shares for a period of at least 2 years, is exempt from withholding tax. Losses may be offset against taxable income over a 5 year period, subject to a maximum annual utilization of up to 50% of the accumulated loss from each particular tax year. e. Romania Corporate income tax rate for resident companies and non-resident entities with a permanent establishment in Romania is 16% (including capital gains). Dividends paid to resident and non-resident corporations are subject to a final withholding tax of 16%, unless lower double taxation treaty rates apply. Losses may be offset against taxable income for a period of five years from the incurrence year-end. f. Latvia The corporate income tax rate imposed on the income of the subsidiaries incorporated in Latvia (including capital gains) is currently 15% (2006 - 15%). Tax losses can be carried forward and be offset against taxable income of the five years following the accounting year in which they were incurred. Dividends paid out of net income to non-resident are subject to a withholding tax of 10%, subject to the relevant double taxation treaty or 0 % tax could be applied if the recipient is resident in another EU country or resident in country included in European Economic region. g. Greece The corporate income tax rate imposed on the income of the subsidiary incorporated in Greece (including capital gains) is currently 25% (2006- 29%,). Tax losses can be carried forward and offset against taxable income of the five years following the accounting year in which they were incurred. h. India The corporate income tax applicable to the income of Indian subsidiaries is 33.99%. Minimum alternate tax (MAT) of 11.33% is applying to the book profits (i.e. profits shown in the financial statements), if the company's corporate tax liability is less than 10% of it's book profits. The paid amount will be credited if the company has taxable profits in the following five years. Capital gains on sale of fixed assets and real estate assets are taxed at the rate of 22.66% provided that they were held at least 36 month immediately preceding the date of the transfer or 33.99% if they were held for not more than 36 month. Dividends paid out of the profits are subject to Dividend Distribution Tax at the rate of 16.99%. .There is no withholding tax on dividends distributed by Indian company. Losses can be offset against taxable income for a period of eight years from the incurrence year's end. i. Cyprus The taxation of companies incorporated in Cyprus is based on tax residence and all companies are taxed at the rate of 10%. A special levy of 10% is imposed on interest received and deemed interest income in certain cases. Dividend income and profits from the sale of shares and other titles of companies are tax exempt. There is no withholding tax on payments of dividends to non-resident shareholders or shareholders that are companies resident in Cyprus. Payments of dividend to shareholders that are physical persons resident in Cyprus are subject to a 15% withholding tax. Companies, which do not distribute 70% of their profits after tax, as defined by the relevant tax law within two years after the end of the relevant tax year, will be deemed to have distributed as dividends 70% of these profits. A special levy at 15% will be payable on such deemed dividends to the extent that the shareholders (companies and individuals) are Cyprus tax residents. The amount of deemed distribution is reduced by any actual dividends paid out of the profits of the relevant year during the following two years. This special levy is payable for the account of the shareholders. j. Serbia Corporate income tax ('CIT') rate applicable to income of Serbian subsidiaries is 10%. Losses stated in the tax balance (i.e. losses adjusted according to the CIT Law rules) may be carried forward for the period of ten years and offset against taxable income from the tax balance. Withholding tax at the rate of 20% is due on the payment by residents companies to non-resident companies of dividends and share in the profit of a legal entity, and on royalties, interest, capital gains and proceeds from leasing real estate. Withholding tax may be reduced if such possibility is provided by the respective double taxation avoidance treaty . k. Bulgaria Corporate income tax rate for resident companies and non-resident entities with a permanent establishment in Bulgaria is 10% (including capital gains). Dividends paid to resident individuals and non-resident corporations and individuals are subject to a final withholding tax of 5%, unless lower double taxation treaty rates apply. Such final tax is not levied on dividends payable to EU-member entity, provided that certain criteria are met. Losses may be offset against taxable income for a period of five years from the incurrence year-end. NOTE 18 - CASH FLOW APPENDICES For the year For the year ended ended December December 31, 31, 2007 2006 € '000 € '000 Appendix A - Acquisition of subsidiaries Cash and cash equivalents of subsidiaries acquired 14 - Short term deposits (12,021) 22 Trade receivables and other receivables 98 5 Trading property 53,848 6,786 Trade payables (176) - Related parties - (6,814) Other accounts payable (25,506) - Less- Cash and cash equivalents of subsidiaries acquired (14) Acquisitions of subsidiaries, net of cash held 16,243 (1) Appendix B - Disposal of Subsidiaries Cash and cash equivalents of subsidiaries disposed 28,693 463 Short term deposits 3,130 - Trade receivables (251,426) 365 Other receivables 51,005 (145) Trading properties 257,292 43,575 Investment properties 13,684 - Long term balances and deposits 748 1,401 Interest bearing loan from banks (168,838) (31,293) Trade payables (54,700) (1,631) Other accounts payables (11,942) 216 Related parties 2,251 - Deferred taxes and long term balances (4,167) (10,013) Foreign currency translation adjustment 637 115 Net identifiable assets and liabilities disposed (133,633) 3,053 Cash from sale of subsidiaries 103,937 23,776 Less- Cash and cash equivalents of subsidiaries disposed (28,693) (463) 75,244 23,313 Non cash activities Forgiveness of loans in consideration for issuance of ordinary shares - 17,264 (see note 23(b)) Suppliers and creditors for trading properties 34,020 - Share based options capitalized to trading properties 4,806 835 Interest paid 5,338 2,867 Interest received 6,468 1,857 Income taxes paid 11 13 END This information is provided by RNS The company news service from the London Stock Exchange
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