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Report and Valuation for NETANEL GROUP ROM SRL Land plots SOS VITAN BARZESTI NR. 9, SECTOR 4, BUCURESTI 18 March 2008 Private and Confidential DTZ Echinox Floreasca II Business Center 40-44 Banu Antonache Street, 3rd Floor Sector 1, Bucharest, Romania, Report No.: CV.2008.0216 CONTENTS PAGE 1.0 Executive Summary 2.0 Terms of Instruction, Confidentiality & Disclosure 2.1 Our Appointment 2.2 Inspection 2.3 Compliance with Appraisal and Valuation Standards 2.4 Status of Valuer & Conflicts of Interest 2.5 Basis of Valuation 2.6 Confidentiality & Disclosure 3.0 The Subject Property 3.1 Location and Situation 3.2 Description 3.3 Environmental Matters and Deleterious Materials 3.4 Planning 3.5 Highest and Best Use 3.6 Local Property Taxes 3.7 Tenure 3.8 Tenancy 3.9 Market Commentary 3.9.1. Market Overview 3.9.2. Specific Market 4.0 Specific Comments & Valuation Approach 5.0 Valuation 5.1 Reconciliation of Values 5.2 Certificate of Value APPENDICES I. Location Map II. Plans III. Site Photographs IV. Ownership Documentation V. Valuation Calculations VI. Definition of Market Value, Qualifications & Terms of Engagement SC NETANEL GROUP ROM SRL Land plots – Sos Vitan – Barzesti, nr. 9, sector 4, Bucuresti 18 March 2008 1.0 Executive Summary Address of subject property Sos. Vitan – Barzesti, nr. 9, sector 4, Bucuresti Cadastre number / Cadastral Book 9005/7 in CF 54977– plot 1 9005/8 in CF 54978 – plot 2 Owner SC NATANEL GROUP ROM SRL Inspection date 21 January 2008 Effective valuation date 31 December 2007 Property rights appraised Fee Simple Estate Total land area 500 sq m – plot 1 14,375 sq m – plot 2 14,875 sq m – total land plot Total improvements footprint Total improvements built area Final estimate of market value 11,900,000 Euro 3 of 13 SC NETANEL GROUP ROM SRL Land plots – Sos Vitan – Barzesti, nr. 9, sector 4, Bucuresti 18 March 2008 2.0 TERMS OF INSTRUCTION, CONFIDENTIALITY AND DISCLOSURE PROPERTY: 2.1 LAND PLOTS – SOS VITAN BARZESTI NR 9, SECTOR 4, BUCURESTI OUR APPOINTMENT It is our understanding that our report and valuation is required for accounting purposes. We agree this valuation will be included in the annual report of Netanel Group Ltd. In accordance with your instructions, we have valued the freehold interest in the above property, as at 31 December 2007, for the stated purpose. The present valuation report has been requested by Mrs. Yael Perry, Director within Netanel Group Ltd. 2.2 INSPECTION The property was inspected by DTZ Echinox representative on 21 January 2008. 2.3 COMPLIANCE WITH APPRAISAL AND VALUATION STANDARDS We have not fully complied with the RICS Appraisal and Valuation Standards, 5th Edition, (the ‘Red Book’) for the following reasons: 1) Regarding the title of the property, we have relied only on the information provided by the Client 2) Regarding the planning status of the property, we have relied only on the information provided by the Client 3) Regarding the environmental status of the property, we have relied only on the information provided by the Client In all other respects we have tried to value the property in accordance with the appropriate sections of the Practice Statements (‘PS’) contained within the Red Book and adopted the definition of Market Value (Appendix VI). 2.4 STATUS OF VALUER AND CONFLICTS OF INTEREST We confirm that we have undertaken the valuation acting as an External Valuer, qualified for the purpose of the valuation. We further confirm that we have had no previous recent involvement with the property or parties to the transaction and do not therefore consider that any conflict arises in preparing the advice requested. 4 of 13 SC NETANEL GROUP ROM SRL Land plots – Sos Vitan – Barzesti, nr. 9, sector 4, Bucuresti 18 March 2008 2.5 BASIS OF VALUATION We have undertaken our valuation on the basis of Market Value. We have set out the definition of this basis of valuation in Appendix VI. Our valuation is subject to our standard Valuation Terms, Conditions and Assumptions, which are included in Appendix VI. In the event that any of our assumptions prove to be incorrect then our valuation should be reviewed. 2.6 CONFIDENTIALITY AND DISCLOSURE The contents of this Report and Appendices are confidential to the party to whom they are addressed, for the specific purpose to which they refer and are for their use only. Consequently, and in accordance with current practice, no responsibility is accepted to any other party in respect of the whole or any part of their contents. We agree this valuation will be included in the annual report of Netanel Group Ltd. 2.7 THE TEAM The team is headed by Bogdan Sergentu, a certified valuer with 7 years experience in valuation field, member of ANEVAR (National Association of the Romanian Valuers). He is supported by Alina Constantin, a certified valuer with 2 years experience in valuation field, member of ANEVAR (National Association of the Romanian Valuers). Yours faithfully, Bogdan Sergentu (ANEVAR member) Head of Valuation Department Alina Constantin (ANEVAR member) Valuer For and on behalf of DTZ ECHINOX CONSULTING SRL 5 of 13 SC NETANEL GROUP ROM SRL Land plots – Sos Vitan – Barzesti, nr. 9, sector 4, Bucuresti 18 March 2008 3.0 THE SUBJECT PROPERTY • ADDRESS : SOS VITAN BARZESTI NR. 9, SECTOR 4, BUCURESTI • CADASTRAL NUMBER / CADASTRAL BOOK: - 9005/7 IN CF 53922/8 – PLOT 1 - 9005/8 IN CF 53922/9 – PLOT 2 3.1 LOCATION AND SITUATION The subject property is located in the South - East part of Bucharest city, between Vitan and Berceni district, on the East side of Sos. Vitan – Barzesti, circa 1 km South of Vitan bridge. The subject property is circa 400 m set back from Sos Vitan - Barzesti, the access being made through an unpaved road that leads from Vulturului street to East, towards the subject site. Vultului street is an asphalted street that runs from Sos. Vitan Barzesti to North. The neighbourhood is mixed. Along Sos Vitan – Brazesti there are commercial units (Rin Grand Hotel, Praktiker, Autovit), Sf. Ioan Hospital, National Institute of Metrology and National Institute of the Forensic Medicine. Along the adjacent streets there are old houses, new villas and undeveloped plots of land. On the North side of the subject property there are Vitan – Barzesti greenhouses. The public transportation is served by two bus lines which have stations on Sos. Vitan – Barzesti 3.2 DESCRIPTION 3.2.1 The site The subject property represents two adjoining land plots. They formed together a semicircle shaped site with a frontage to an unpaved road of circa 17 m and a site area of 14,875 sq m. The access is made through an unpaved road that leads from Vulturului street to East, towards the subject site. The only utility present on the site is electricity. 3.2.2 Improvement(s) There are no improvements on the site. 6 of 13 SC NETANEL GROUP ROM SRL Land plots – Sos Vitan – Barzesti, nr. 9, sector 4, Bucuresti 18 March 2008 3.2.3 Schedule of areas plot address cadastral no cadastral book size (sq m) 1 Sos Vitan Barzesti no 9, sector 4, Bucuresti 9005/7 53922/8 500 2 Sos Vitan Barzesti no 9, sector 4, Bucuresti 9005/8 53922/9 14,375 TOTAL 14,875 For plans - see Appendix II 3.2.4 Condition Not applicable, as there are no improvements on the site. 3.3 ENVIRONMENTAL MATTERS AND DELETERIOUS MATERIALS We have based our valuation on the conclusion of the following documents provided by the Client: analysis bulletins (“bulletin de analiza”) no 356, 357, 358, 359, 358, 360, 361, 362, 363, 364, 365, 366, 367, 368, 369, 370, 371, 372, 373, 374, 375, 376, 377, 378, 379, 380, 381, 382, 383, 384, 385, 386, 387, 388, 389, 390, 391, 392, 393, 394, 395, 396, 397, 398, 399, 400, 401, 402, 403 and we have assumed that there are no deleterious materials or site contamination. 3.4 INVESTIGATIONS RELATED TO SUBSOIL We have based our valuation on the Utility Survey issued for the land plot located in Bucuresti, intr. Vulturilor, nr. 6, sector 4 of 19,500 sq m which includes the subject property and on the public networks map of the subject area, and we have assumed that there are no underground water pipes and sewerage present on the site. 3.5 PLANNING According General Urbanism Plan of Bucharest the property is located in M3 area, with the following indicators: “POT” = 60%, “CUT” = 2.5 See Appendix IV 3.6 HIGHEST AND BEST USE The features of the property and the location indicate that the highest and the best use is residential. 3.7 LOCAL PROPERTY TAXES We have not taken into account the impact of property taxes on any sale transaction. 3.8 TENURE According to the legal documentation that we have been provided by the Client, the subject property is owned by SC NATANEL GROUP ROM SRL, which bought the 7 of 13 SC NETANEL GROUP ROM SRL Land plots – Sos Vitan – Barzesti, nr. 9, sector 4, Bucuresti 18 March 2008 plots from LAZAR NICOLAE and LAZAR ELENA at the price of 1,710,625 Euro (See Appendix IV) 3.9 TENANCY We have not been provided with any lease contracts regarding the subject property. (See Appendix IV) 3.10 MARKET COMMENTARY 3.10.1 Market Overview The country has been reforming and restructuring its economy and administration during the past few years with the view to join the EU in 2007. As a part of this process, the government has been working on building institutions as well as design and implement public policies that would fundamentally transform Romania’s economy and society. Despite robust economic growth over the past five years, important challenges remain. Additional structural reforms are crucial for building a competitive market economy capable of withstanding the pressures of EU integration. Moreover, poverty persists in the country, with over 15 percent of the population living below the poverty line. Twothirds of Romania's poor live in rural areas despite the country's substantial potential in agriculture, forestry, and fishery. Romania's transition, which started in 1990, was more difficult than that of the other CEE countries in many respects. By the late 1980s, Romania’s economy was on the verge of collapse after 40 years of rigid central planning that emphasized self-reliance, an excessive focus on heavy industry, and large, inefficient infrastructure projects. Since 2000, the government has implemented macroeconomic policies which are supportive of growth. A disciplined fiscal policy, which complemented a tight monetary policy and was augmented by strong advances in structural reforms, led to improved financial discipline in the enterprise sector and has placed public finances and the financial system on much firmer footing. These improvements resulted in robust GDP growth for five consecutive years. In addition, inflation and interest rates declined steadily, the fiscal deficit was brought under control, foreign exchange reserves increased to historic highs, and external debt was held to comfortable levels. Export growth remained vigorous, fuelled by private investment and the initial competitive depreciation of the lei currency. The competitiveness of the enterprise sector was boosted by productivity gains. Romania joined the European Union (EU) on January 1 2007 despite serious misgivings among many old member states about the country’s institutional and administrative preparedness. Romania has one of the fastest-growing economies in the EU, buoyed by brisk household credit growth. Real GDP growth reached 7% in 2006, after having grown by an average of 6% in 2004-05. 8 of 13 SC NETANEL GROUP ROM SRL Land plots – Sos Vitan – Barzesti, nr. 9, sector 4, Bucuresti 18 March 2008 Private consumption surged by nearly 12% last year, on a par with Russia and among the strongest growth rates in Europe. While there are some signs of overheating average private sector credit growth increased by 35% annually in 2003-06 - bank credit as a percentage of GDP is still significantly lower than in the advanced central European markets. Romania was the third-largest recipient of foreign direct investment in Central and East Europe last year, receiving nearly $10bn. The economy is set to benefit from further inflows in the next two years, with roughly one-third of the €32bn in EU structural and cohesion funds in 2007-13 due to be disbursed in the next two years. Partly as a result of voracious private consumption, Romania’s current account deficit has ballooned, rising from 6% in 2003 to 12% in 2006 - one of the highest in the region. The National Bank of Romania (NBR) is attempting to redress the country’s external imbalances by cooling the economy through interest rate hikes. This has helped reduce Romania’s inflation rate to 5% at the end of 2006. Romania’s main challenge - particularly in view of concerns about corruption - is to lay the institutional, legal and administrative groundwork for ongoing capital flows to be deployed efficiently in order to boost the country’s growth rate and improve competitiveness. Romania is now a visible and attractive destination for international investors as a result of better sovereign ratings and improved access to international capital markets. Table 1. Macroeconomic overview of Romania 2003 2004 2005 2006 Population (million) 21.7 21.7 21.7 21.6 Unemployment Rate (%) 7.4 6.3 5.9 5.4 Nominal GDP (US$ bn) in current prices 59.5 75.5 98.6 98.3 GDP Growth (% y-o-y) 5.2 8.4 4.1 7.8 GDP per capita (US$) 2742 3479 4563 - Industrial Production Index (IPI, %) 3.1 5.3 2 5.4 CPI (%) 15.3 11.9 9 6.6 4.11 3.96 3.62 - 17 618 22 155 -5.8 26.7 25 022 32 310 -4 24.2 27 625 37 253 -8.7 24.9 30 300 46 200 -9 30 Foreign Exchange Rate (Local Currency/€) Exports (US$ m) Imports (US$ m) Current Account (% of GDP) Foreign Debt (% of GDP) Source: www.securities.com As Romania strives to alleviate poverty and to meet its EU integration commitments, it faces a number of challenges, such as the following: 9 of 13 SC NETANEL GROUP ROM SRL Land plots – Sos Vitan – Barzesti, nr. 9, sector 4, Bucuresti 18 March 2008 • Accelerating structural reforms, including completing the privatization agenda, improving the business climate by eliminating administrative barriers, and implementing a transparent, predictable and efficient tax system. These reforms are aimed at enhancing revenue collection in order to co-finance the absorption of the EU Structural and Cohesion Funds. • Reforming public institutions and improving governance. This can be achieved through supportive legal and regulatory framework and development of a merit-based civil service. • Reforming the legislative process and the judiciary. It is essential to streamline existing legislation and develop an effective system to pass new laws. The judicial process also needs to be improved through greater speed and efficiency in the courts. • Reforming the pension system. The system faces significant challenges deriving from the aging of the population, the demographic structure, and poor revenue collection performance. Further reforms are needed to ensure medium and long term financial sustainability and higher pensions. • Developing rural areas and reducing poverty. The agricultural sector reforms are essential to reduce the country’s high levels of poverty. Although Romania has fertile agricultural land, vast tracts of forest and a rich network of rivers, its rural areas suffer from inadequate infrastructure and inefficient production. Access to education and social services in these areas must be also improved. • Reforming the energy sector. The restructuring should continue mainly in the generation sector. The privatization of electricity generation companies has been delayed, affecting the sector efficiency and the competitiveness of the power sector within the European market. Recent trends The drought and extremely hot days during this summer that have affected more than 40% of Romania had clear impact on the agriculture and the economy as a whole. Recent floods will challenge the government in achieving a 5.7% real GDP growth by the end of the year. The economic growth registered in the second quarter this year slowed down compared to the first quarter, when the National Statistics office measured a 6% GDP growth. The 5.6% GDP growth of the second quarter of this year is the lowest in the last 18 months, respectively since the last quarter of 2005 when the floods affected the economy. Even so, the previous high deficit of the budget is expected to improve, reaching 2.8% of GDP for the whole year and 2.5% for 2008. The engine of the growth of the economy is this year fuelled by growing incomes, the construction market and more flexible loaning products for the population, as well as a better policy of the government in tax collection. The stock of loans increased by 40% in national currency while in euros it is 62% y/y – the highest rate in recent years. The central bank has concerns about growing incomes and has repeatedly urged the government to help the disinflation and the macroeconomic stability in general by 10 of 13 SC NETANEL GROUP ROM SRL Land plots – Sos Vitan – Barzesti, nr. 9, sector 4, Bucuresti 18 March 2008 enforcing tighter budget policy. Currently, the inflation rate is at 3.8%, under the estimations of the National Bank. This has lead to a 0.5% decrease of the interest rate down to 7.0%. Chart 1. Key economic indicators in Romania Source: DTZ Research; www.securities.com There is pressure from the EU to increasing the VAT rate (currently at 19%) or the flat tax (now at 16%) in order to support the social measures like increasing the pension budget – one measure typically for a year prior to elections. This would affect the spending power and increasing consumption coming from the population. The unemployment rate fell to 4 percent in June, its lowest level since 1991. Romania is struggling to plug a growing shortage of workers, mainly in the construction sector, as more than one in 10 Romanians have left the country since the fall of communism in 1989, seeking better wages abroad. Economists estimate thousands of workers will be needed, particularly after EU cash starts coming Romania's way, boosting the number of infrastructure projects. 3.10.2 Specific Market Following the powerful economic boost in the past few years, the land market has experienced a significant development in all sectors: residential, office, industrial and retail. Following the recent developments in the market, the land values suffered a high increase. The asking price is mainly determined by the planning permit that could be or have already been granted for the subject site and thus, the possible built area has an important contribution in the price. 11 of 13 SC NETANEL GROUP ROM SRL Land plots – Sos Vitan – Barzesti, nr. 9, sector 4, Bucuresti 18 March 2008 The pricing of land plots is relatively erratic and increases in asking prices can be seen on a monthly basis. In many cases, once an interest is logged with the seller, it is not uncommon to experience an increase in the asking price based on the interest shown. There is strong interest in land plots from international investors who are seeking to land bank or acquire land for development. This is coupled with a large number of Romanian investors buying large plots of land for similar reasons. Due to the undeveloped land registration system in Romania, the legal title of many sites can be unclear and may require clarification. The restitution process is underway and for certain sites the ownership is in a stage of transition to be transferred to the former owner from the state. 4.0 SPECIFIC COMMENTS AND VALUATION APPROACH In order to estimate the Market Value for the subject property we have used the Market Comparison Approach. The Market Comparison Approach The subject property is of a type that is transacted in the market and there are several sales transactions providing comparable evidence, as the market is very much based on transactions in the market place between a willing buyer and a willing seller. We have carried out a grid analysis of the available comparable properties and this is attached as Appendix V. We have been able to establish brief details of most of these transactions, which we have analyzed for the sales comparison on an overall price per sq m basis. Location, size, position, access, date of sale, frontage/shape and utilities were the analyzed factors. All the comparable properties are strong in terms of location. Having regard to the above comparable data, we have adjusted the values according to the following criteria: • Dimension of the plot (sq m) • Transaction type (asking/transaction) • Date of Sale • Location • Access • Frontage/shape • Utilities 12 of 13 SC NETANEL GROUP ROM SRL Land plots – Sos Vitan – Barzesti, nr. 9, sector 4, Bucuresti 18 March 2008 5.0 VALUATION 5.1 Reconciliation of Values The property is of a type that is transacted in the market and there are several sales transactions providing comparable evidence. We have used the Sales Comparison Approach, which we believe to be the most accurate method for valuing such a property on the Romanian market. 5.2 Certificate of Value We are of the opinion that the Market Value of the freehold interest in the above Property, as at 31 December 2007, subject to the assumptions and comments in this Report and the Appendices is in the order of: € 11,900,000 (Eleven Million and Nine Hundred Euros) 13 of 13