Investors Presentation March, 2009 Disclaimer This document is not a prospectus. This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of the Company, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of the Company. This presentation is being supplied to you solely for your information. This presentation and its contents are confidential and may not be further copied, distributed or passed on to any other person or published or reproduced directly or indirectly, in whole or in part, by any medium or in any form for any purpose. The information contained in this presentation must be kept confidential and must not be used for any other purpose. This document and its contents are confidential and may not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose, and it is intended for distribution in the United Kingdom only to and is directed only at: (i) persons who have professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) persons falling within Article 49(2)(a) to (d) of the Order; or (iii) to those persons to whom it can otherwise lawfully be distributed (all such persons together being referred to as “relevant persons”). This document must not be acted upon by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. This presentation has been prepared by Plaza Centers N.V. (the “Company”) solely for its use at the presentation to investors to be made during March-April 2009. By attending the meeting where this presentation is made, or by reading the presentation slides, you agree to be bound by the following limitations. The information in this presentation is given in confidence and the recipients of this presentation should not base any behaviour in relation to qualifying investments or relevant products (as defined in Financial Services and Markets Act 2000 (as amended) (“FSMA”) and the Code of Market Conduct (made pursuant to FSMA) which would amount to market abuse for the purposes of FSMA on the information in this presentation until after the information has been made generally available. Nor should the recipient use the information in this presentation in any way which would constitute “market abuse”. This presentation has been prepared by, and is the sole responsibility of, the Company. The information set out herein has not been verified by the Company or any other person. No representation or warranty, express or implied, is or will be made by the Company or any of its affiliates, directors, officers or employees, or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this presentation and any reliance you place on them will be at your sole risk. Without prejudice to the foregoing, the Company, their advisors and their respective affiliates, directors, officers or employees do not and will not accept any liability whatsoever for any loss howsoever arising, directly or indirectly, from use of this presentation or its contents or otherwise arising in connection therewith. Certain statements in this presentation constitute “forward-looking statements”. These statements, which contain the words “anticipate”, “believe”, “intend”, “estimate”, “expect” and words of similar meaning, reflect the Directors’ beliefs and expectations and are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, among other factors, changing business or other market conditions and the prospects for growth anticipated by the management of the Company. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. As a result, you are cautioned not to place undue reliance on such forward-looking statements. The Company and their advisors and each of their respective members, directors, officers and employees disclaim any obligation to update the Company’s view of such risks and uncertainties or to publicly announce the result of any revision to the forward-looking statements made herein, except where it would be required to do so under applicable law. 2 The Plaza Centers Team Mordechay Zisser, Chairman Founder of the Europe Israel Group of companies and Chairman of the board of directors of Elbit Imaging Ltd. Has developed some of the most ambitious and prestigious real estate development projects in Israel (including the city of Emmanuel, the Herzlia Marina, the Ashkelon Marina, and the Sea and Sun luxury residential project in northern Tel Aviv), large scale residential projects in South Africa, hotel projects in South Africa and Western Europe shopping and entertainment centre developments in CEE and India 3 Ran Shtarkman, President & CEO CPA, MBA. Mr Shtarkman joined the Company in 2002, was appointed the Chief Financial Officer of Plaza Centers in 2004 and was promoted to the CEO position in August 2006 Prior to joining the Company, he acted as the CFO of SPL Software Ltd., the Finance and Administration Manager of the Israel representative office of Continental Airlines (a publicly traded company - NYSE) and the controller of Natour Ltd. (a publicly traded company TASE) Roy Linden, CFO Mr. Linden joined the company in November 2006 and acts as the group’s CFO Prior to joining the Company, he spent nearly 4 years at KPMG in Hungary, acting as a Manager in the real estate desk, specializing in auditing, business advisory, local and international taxation for companies operating throughout the CEE region Mr Linden also spent 3 years at Ernst and Young in Israel, as a senior member of an audit team specialized in high-tech companies Table of Contents 4 SECTION 1 Investment Case SECTION 2 Key Highlights SECTION 3 Property Portfolio SECTION 4 Conclusions APPENDIX A APPENDIX B APPENDIX C Current Projects Financial Overview Company Track Record Section 1: Investment Case Investment Highlights (1) Leading emerging markets developer of shopping and entertainment centres ... 6 13-year track record of developing shopping & entertainment centres in CEE — Plaza Centers has been active in the region since 1996 and was the first to develop western-style shopping centres in Hungary Plaza has pioneered this concept throughout the CEE whilst building a strong track record of successfully developing, letting and selling shopping and entertainment centres. The group has recently extended its area of operations beyond the CEE into India Plaza has 33 development assets and 3 office buildings which it owns, as well as a broad and constantly evolving pipeline in both CEE and India — the group has the ability to identify new growth opportunities, constantly targeting attractive returns in fast growing emerging markets, evidenced by recent portfolio additions Flexibility and ability to anticipate and adapt to market trends — Plaza is well positioned to satisfy the significant retail demand resulting from rapidly growing incomes as well as increasingly westernised tastes and habits of emerging market populations. Decisions to dispose of portfolio properties are based on an in-depth analysis of market situation Investment Highlights (2) ... with a longstanding track record in CEE, expanding portfolio and clearly identified pipeline ... 7 Highly skilled management team — extensive local and business knowledge with a proven ability to source strategic development sites and design projects that meet the demands of the local market. Many management team members have been with us for several years Extensive network — strong relationships with both leading international retailers and property investors as demonstrated by the proven ability to pre-sell projects (before or during the construction) and achieve at least 90% of pre-lettings Strong brand name — Plaza Centers has become a widely recognised brand name for successful property development in CEE which is beneficial at all stages of project execution (e.g. following portfolio sales to Klépierre, Dawnay Day and aAIM, the purchasers continue to use the “Plaza Centers” trade name under license) Thorough project evaluation — prior to each project, Plaza goes through a carefully developed, structured evaluation process involving each of the relevant disciplines (economics, engineering, marketing, etc) Successful project management — almost all projects to date finished on time and within budget Investment Highlights (3) ... listed on the Main Board of the London Stock Exchange since 2006 and on the Warsaw Stock Exchange since October 2007 8 Since foundation, the group has sold 26 assets with a gross value of €1,168m The Group owns 33 development projects and is also involved in advanced negotiations for several additional new development sites. As at 31 December 2008, the market value on completion of the projects owned was €4,162m On 1 November 2006, the Company raised c. £166m (c. €247m) from its IPO and began trading on the Main Board of the London Stock Exchange Since 19 October 2007, Plaza centers shares are also traded in the main list on the Warsaw stock exchange - first property company to achieve London-Warsaw dual lisitng Plaza Centers has acquired 24 development sites and sold 5 shopping and entertainment centres since the IPO, all 5 were 100% leased on opening Between July 2007 – May 2008, Plaza issued c. €206m of bonds on the Tel Aviv stock exchange History Developed, let and sold 26 shopping and entertainment centres in the CEE region with an aggregate gross value of €1,168m 1996 1996–2004 2004 2005 2005 2005 2006 2006 2006 2007 2007 2007 2007-2008 2008 First investment in Hungary Developed and managed a portfolio of 20 shopping and entertainment centres Sold 12 shopping and entertainment centres to Klépierre at a gross asset value of €278m (c. 9.3% net yield) Sold 4 shopping and entertainment centres to Dawnay Day at a gross asset value of €54m (c. 9.2% net yield) Sold 4 shopping and entertainment centres to Klépierre at a gross asset value of €204m (c. 8.4% net yield) Forward sold 5 shopping and entertainment centres to Klépierre Raised £166.2m from issuing 92.3m ordinary shares listed on the Main Board of the LSE Sold 1 shopping and entertainment centre to Klépierre at a gross asset value of €50m (c. 7.9% net yield) First transaction in India Sold 3 shopping and entertainment centres to Klépierre at a gross asset value of €129m (c. 7.3% gross yield) Sold 1 shopping and entertainment centre to aAIM for approx. €387m (c. 5.9% gross yield) Introduction to Exchange trading shares of plaza centers in the main market on WSE Gross proceeds raised of approximately €206m from bond issuance on the Tel Aviv stock exchange Sold 1 shopping and entertainment centre to Klépierre at a gross asset value of €61.4m (c. 7.3% net yield) As at 31 December 2008 market value on completion of the projects ownd was €4,162m (1) Healthy pipeline in the Czech Republic, Poland, Romania, Serbia, India and other countries Expanding into Indian market where expertise gained in CEE can be applied Parent company Elbit Imaging is currently active in India and will offer Plaza first refusal of sites suitable for the development of shopping and entertainment centres (1) Excluding investment in Plaza Sofia Business center which was not owned as at 31 December 2008. 9 Strategy and Objectives 10 A clear and focused strategy Develop modern, western-style shopping and entertainment centres in capital and regional cities primarily in CEE and more recently in India Acquire operating shopping centres that show significant redevelopment potential Pre-sell centres where market conditions are favourable, before or during the construction Where the opportunity exists in CEE, draw upon skills of the Elbit Imaging Group to participate in residential, hotel, offices and other development schemes Objectives Target at least 4–5 new development projects per year Target returns of at least 40%–60% on equity invested Dividend policy—fixed 25% of realised development profits up to €30m, and 20–25% of the excess thereafter, as decided by the Directors. Payable annually Ownership Structure Europe Israel 47.74% Elbit Imaging (Listed on Nasdaq and TASE) 73.69% Plaza Centers NV 11 Plaza Centers is an indirect subsidiary of Elbit Imaging Ltd., an Israeli public company whose shares are traded on both the Tel Aviv Stock Exchange (TASE) in Israel and the NASDAQ Stock Exchange in the United States The Company is a member of the Europe Israel Group of companies which is controlled by its founder, Mr Mordechay Zisser. The Europe Israel Group holds interests in a chain of 10 operational hotels in London, Amsterdam, Bucharest, Antwerp and Utrecht as well as 1 apartment hotel in Bucharest, which have been acquired and developed by the Elbit Imaging Group. The relationships between Plaza Centers and controlling shareholders will be governed by a relationship agreement which ensures transactions between the parties are carried out on an arms length basis Control Centers, a company owned by Mr Mordechay Zisser, will receive a payment of 5% of project execution costs (excluding cost of land and financing costs) for providing coordination, planning, execution and supervision of each project A Lean Management Structure Relying on Local Teams Plaza Centers Board Executive Directors Mordechay (Motti) Zisser Chairman Ran Shtarkman CEO Shimon Yitzhaki Director Marco Wichers Director Senior Management Edward Paap Director Marius Van Eibergen Santhagens Director Ran Shtarkman CEO Roy Linden CFO Uzi Eli Legal Counsel Ami Hayut Chief Engineer Uri Shetrit Chief Architect Functional Management Support Local Country Management Eli Mazor Country Director (Poland) Tal Ben Yehuda Country Director Regional Marketing Director (Europe) Czech Republic, Slovakia, Baltic States The Netherlands, Romania, Greece Yossi offir Country Director Sagiv Meger Country Director Rostislav Levinzon India Country Director Ukraine Serbia and Balkan States Daniel Belhassen Country Director Bulgaria 12 Luc Ronsmans Country Director Boris Dinaburg Country Director Russia Oversight of company strategy and all project development decisions Wide-ranging property development expertise Review and approval of business plan and budgets Active management and monitoring of development risks Experienced property development professionals with global property development expertise Responsible for sourcing development projects Development of business plans Overseeing the management of development projects Extensive local experience Cultivating connections within market to source opportunities Day-to-day management of local operations and developments Section 2: Key Highlights Key Highlights 2008 Exits: – Handover of Plzen Plaza in the Czech Republic to Klepierre – Terms more favourable than those reflected in our prospectus (up by 43% to €61.4 million) Financial strength and flexibility: 14 – High cash balances (31 December, 2008: €178 million) – The Company has been granted a ilA/Stable rating by S&P Maalot and a rating of A2/Stable by the Israeli affiliate of Moody’s Investors services – Between July 2007 and May 2008, Plaza Centers issued circa €206 million of bonds on the Tel Aviv stock exchange, bearing favourable interest rates – First dividend of €57 million (c. £0.16 per share) was paid on June 12, 2008 – Signed and secured bank loan agreements for the construction of projects in Suwalki, Poland (€42.2 million), Zgorzelec, Poland (€35.1 million) and Miercurea Ciuc, Romania (€19.9 million) – Share buyback programme initiated with Plaza acquiring 14.5 million shares at an average price of £0.53 purchased up to 15 January 2009 (9.21 million shares at 31 December 2008). Elbit Imaging Ltd., Plaza’s ultimate parent company also purchased 4.79 million shares bringing its effective shareholding to 73.69%. Key Highlights 2008 (cont.) 7 new development sites acquired in 2008 Two in Poland: – Kielce Plaza with Gross Lettable Area (“GLA”) of approximately 33,000m2 – Leszno Plaza with GLA of approximately 16,000m2 Two in Romania: – Hunedoara Plaza with GLA of approximately 13,000m2 – Targu Mures Plaza with GLA of approximately 30,000m2 Three in India : – Bangalore with Gross Built Area (“GBA”) of approximately 2,100,000m2 – Chennai with GBA of approximately 1,100,000m2 – Kochi Island with GBA of approximately 575,000m2 Total portfolio now comprises 33 assets under development in nine countries 15 Key Highlights 2008 (cont.) – Dream Island, in which Plaza now holds a 43.5% stake, won the first ever major casino licence to be awarded in Budapest, Hungary for its planned circa €1.5 billion entertainment and mixed-use development – Buyout acquisition of the 50% interest held by its joint venture partner in the Koregaon Park development in Pune, India, for a total consideration of approximately $20 million – Joint venture signed with Elbit Imaging Ltd., (“Elbit”) to develop three major mixed use projects in India, located in the cities of Bangalore, Chennai and Kochi Total portfolio now comprising 33 assets under development in nine countries 16 Key Highlights 2008 (cont.) New JV in India Plaza Centers has signed a joint venture agreement with Elbit Imaging Ltd. for the development of major mixed-use projects in India Plaza acquired a 47.5% stake in Elbit India Real Estate Holding Limited which already owns stakes of between 50% and 80% in three mixed-use projects in India, in conjunction with local Indian partners The JV voting rights will be split 50:50 between Elbit and Plaza Combined total built area - 3.8 million sqm (excluding parking) Combined budget - US$3.4 billion (JV - c. US$1.9 billion) All three projects are in the design stage, and construction is expected to start in 2010 Completion expected between 2012 - 2017 17 Key Highlights 2008 (cont.) Bangalore Mixed-use project comprised of luxury residential units (Villas and Multi-level), office complexes, a major retail facility, hotel complex, hospital, golf course, club houses and ancillary amenity facilities Joint venture project, 50% owned by the JV and 50% owned by a prominent local developer. Largest project in South India located on the eastern side of Bangalore Bangalore City population Plaza Ownership Land (sqm) 7,000,000 23.75% 1,780,000 Project Built Area Shopping Centre Offices Hotels Luxury Residential Villas GBA (excluding parking) 18 191,000 660,000 53,000 679,000 549,000 2,132,000 Key Highlights 2008 (cont.) Chennai Mixed-use project comprised of high quality residential units (in both high-rise buildings and villas), ancillary amenities such as club houses, swimming pools and sports facilities, a local retail facility and an office complex Joint venture project, 80% owned by the JV and 20% owned by a prominent local developer The property is located adjacent to the largest IT park in the area Chennai City population Plaza Ownership Land (sqm) 10,000,000 38% 546,000 Project Built Area Retail Offices Residential Villas GBA (excluding parking) 19 20,000 20,000 984,000 81,000 1,105,000 Key Highlights 2008 (cont.) Kochi Island Mixed-use project comprised of high-end residential apartment buildings, office complexes, a hotel and serviced apartments complex, retail area and a marina Joint venture project, 50% owned by the JV and 50% owned by a prominent local developer The property is located on a backwater island overlooking and a minute drive from the administrative, commercial and retail hub of the city of Kochi Kochi Island City population Plaza Ownership Land (sqm) 3,000,000 23.75% 165,000 Project Built Area Shopping centre Offices Hospitality Luxury Residential GBA (excluding parking) 20 27,000 120,000 68,000 360,000 575,000 Key Highlights 2009 Plaza acquired a 51% stake (with an option to increase to up to 75%) from a local developer in a new 75,000 sqm gross built area development of retail and office space in Sofia, Bulgaria, for a total consideration of €7.14 million (€2.78 million cash payment and the rest by debt assumption) In March 2009, Plaza and MKB Bank (a leading Hungarian commercial bank which is a subsidiary of the German Bayerische Landesbank) purchased a 27% interest in Dream Island from CP Holdings Ltd (a company controlled by Sir Bernard Schreier) for a consideration of €21.4 million (€12 million cash payment and the rest by debt assumption) Plaza and MKB as a 50:50 joint venture now hold a 87% interest in the project Liberec Plaza shopping centre opened to the public on 26 March 2009 21 Plaza Centers position in current global credit crises Due to the global crises Plaza has limited its ongoing development programme to eight projects, focusing on areas with the high market demand and where financing terms are more favourable The remaining of the projects we continue with design and permits, and will decide if to build based on availability of financing Banks continue to finance construction, though in lower ratios and higher costs: from the former DTC of 85%-100% to current 70%-85%, with margins higher by 50 bps to 100 bps Yet- we see Plaza as positioned strongly in current challenging credit conditions: – High Liquidity – Current cash balances of over €170 million – The company is conservatively geared, 47% debt / equity ratio – The group maintains good relations with the financing banks who remain supportive of companies with strong track record. During the last year Plaza has signed and secured bank loan agreements for the construction of the projects in Suwalki, Poland (€42.2 million), Zgorzelec, Poland (€35.1million) and Miercurea Ciuc, Romania (€19.9 million). – Fast phase and efficient construction management which lowers the significant impact of higher margins, in addition to being a trader-developer rather than holder of yielding assets. – Majority of projects expected to be completed in 2010 onwards, therefore no need to sell in current market conditions. 22 Section 3: Property Portfolio Portfolio Composition – by Country Currently Developing 33 Schemes in 9 Countries 1 1 7 6 1 6 4 Romania Poland India Czech Republic 3 Hungary Under Development 24 3 Serbia Offices 2 Bulgaria 1 1 Latvia Greece Portfolio Composition – by Value Project Shopping and entertainment center developments 1,127 Dream Island (value of Plaza’s 30% stake) 323 (4) 59 Casa Radio (value of Plaza’s 75% stake) 927 (5) 158 Indian mixed use projects (value of Plaza’s stake) 1,015 129 4,286,000 (GBA) Mixed use projects 387(3) 58(3) 216,000 Other projects and developments 383 44 158,000 Total as at December 31, 2008 4,162 697 6,058,500 (1) (2) (3) (4) (5) 25 Market value on Market value of the land Total GLA (m2)(2) completion (€m)1 and project (€m)(1) Value as per King Sturge valuation report as at 31 December, 2008 All figures reflect 100% Excluding Plaza Sofia Business center acquired in 2009, which was not externally valued yet Value of Plaza’s 30% stake, the additional 13.5% stake was acquired after December 31, 2008 Value of Plaza’s 75% stake 249 (4) (5) 448,500 350,000 (GBA) 600,000 (GBA) Arena Plaza – Hungary Overview Arena Plaza is one of the largest shopping and entertainment centres in CEE, with GLA of approx. 66,000m² The site is prominently located in the heart of Budapest on the Kerepesi Street in one of the most densely populated residential districts in Budapest, adjacent to one of the major roads into Budapest and close to the Keleti railway station (one of Budapest’s main international train stations with the highest footfall) Arena Plaza is also include the first IMAX cinema auditorium in Hungary Sold: aAIM - €387m Tenants mix: Tesco, Cinema City with IMAX 3D theatre and 22 other screens, Peek & Cloppenburg, Zara, Hervis (sporting clothing & equipment), Electro World, Hennes & Mauritz, C&A Project status: Completed and fully let, opened on 15 November, 2007, sold at a record 5.9% gross yield, representing circa 20% of all real estate transactions in Hungary in 2007 26 Arena Plaza, Budapest Dream Island (Obuda) – Hungary Overview: 320,000 m² plot on the southern end of the Obuda Island on the Danube River in central Budapest Plaza intends to develop the plot into a 350,000 m² business and leisure resort including 3,000 hotel rooms, 1,000 leisure apartments, a convention centre accommodating 3,500 delegates , a large scale American style casino, a 1,500 seat opera house, a 3,500 seat theatre, a marina (with an anchorage for 300 vessels), a shopping and entertainment centre, a Roman cultural museum and parking facilities for approximately 5,500 vehicles The Group has a 50% shareholding in the SPV that has a 87% interest in the consortium. The remaining members of the consortium are MKB Bank (approx. 43.5% indirect interest) and a company controlled by the managing director of the consortium (approx. 10% direct interest) and minor minorities (3% interest) The Group will provide project management services and retain leading international operators for the hotels, the casino, the convention hall and the cultural centre Debt funding for the project will be arranged by MKB Bank Project status: Modified Town Planning Scheme (KSZT) received following a referendum amongst the residents of the local district. Initial excavation and archaeological works commenced. Casino license for 20 years (+10 option) granted in May 2008. 27 Obuda, Budapest Casa Radio – Romania Overview: Plaza Centers owns 75% of the Company which will develop the Casa Radio project in central Bucharest (in partnership with the Romanian state and another third party) Casa Radio is located on the border of Sector 1 and Sector 6 in the city of Bucharest, which comprises a large area of the city centre as well as a high proportion of residential apartments The property comprises a brownfield site covering an approximate area of 101,497 m² The proposed scheme will comprise refurbishment of the existing building as well as the development of additional space annexed to the building and on adjoining land The scheme will include a shopping & entertainment centre of approximately 170,000 m², with a hypermarket of approximately 6,500 m² , a hotel of 35,000 m² (320 rooms), an apartment hotel of 18,000 m², a conference centre of 14,000 m² and 130,000 m² of offices Project status: Under Construction The centre is scheduled to open in 2013 28 Casa Radio, Bucharest Section 4: Conclusions Conclusions 13-year track record of developing shopping and entertainment centres in CEE Expanding portfolio and constantly evolving pipeline Flexibility and ability to anticipate as well as adapt to market trends Highly skilled and experienced management team Strong relationships with leading international retailers and property investors Strong brand name Thorough project evaluation process Successful project management - Exceptional track record of delivering projects on time and within budget 30 Appendix A: Current Projects Shopping & Entertainment Centres Developments Project Hungary Uj Udvar Poland Suwalki Plaza Torun Plaza Zgorzelec Plaza Kielce Plaza Leszno Plaza Czech Republic Liberec Plaza Opava Plaza Latvia Riga Plaza Greece Helios Plaza Serbia Kragujevac Plaza Sport Star Plaza Bulgaria Shumen Plaza Romania Timisoara Plaza Miercurea Ciuc Plaza Slatina Plaza Hunedoara Plaza Targu Mures Plaza City Ownership (%) GLA (m2) Market value on completion (€m)(1) Market value of the land and project (€m)(1) Expected completion Budapest 35 16,000 3.3 3.3 2011 Suwalki Torun Zgorzelec Kielce Leszno 100 100 100 100 100 20,000 44,000 13,000 33,000 16,000 56.9 111.4 30.6 87.0 1.5 7.0 14.2 3.7 6.7 1.5 2010 2011 2010 2012 2012 Liberec Opava 100 100 17,000 13,000 45.3 38.4 45.3 5.7 Completed 2012 Riga 50 49,000 64.1 51.8 Q1 2009 Athens 100 25,000 93.3 24.2 2012 Kragujevac Belgrade 100 100 24,500 45,000 101.6 170.8 12.3 18.8 2011 2012 Shumen 100 20,000 45.2 10.3 2011 Timisoara Miercurea Ciuc Slatina Hunedoara Targu Mures 100 100 100 100 100 43,000 14,000 17,000 13,000 30,000 114.5 31.3 37.5 30.0 64.7 22.8 8.1 2.7 3.5 6.6 2012 2010 2011 2011 2012 — 452,500 1,127.4 248.5 — Total (1) Value as per King Sturge valuation reports as at 31 December 2008 32 Other Properties and Developments Project Extensions Arena Plaza Extension Mixed use developments Dream Island, Obuda (3) Casa Radio (3) Iasi Plaza Koregaon Park (3) Kharadi (3) Trivandrum (3) Bangalore(3) Chennai(3) Kochi(3) Belgrade(3) Plaza Plaza Sofia Business Center Existing offices David House Palazzo Ducale Residential Prague III Roztoky Lodz Total Expected completion City Ownership (%) GLA (m ) Budapest 100 40,000 69.5 10.4 2012 Budapest Bucharest Iasi Pune Pune Trivandrum Bangalore Chennai Kochi Belgrade Sofia 43.5(2) 75 100 100 50 50 23.75 38 23.75 100 51 350,000 600,000 62,000 111,000 205,000 195,000 2,100,000 1,100,000 575,000 70,000 44,000 323(4) 927.0 134.0 70.2 56.3 47.0 466.9 269.6 105.2 183.1 —(5) 59(4) 158.7 19.0 25.6 13.8 9.5 57.9 18.9 3.0 28.2 —(5) 2012-2014 2013 2012 2011 2012 — 2012-2017 2012-2015 2012-2015 2013 2012 Budapest Bucharest 100 100 2,000 700 4.4 2.1 4.4 2.1 Completed Completed Prague Prague Lodz 100 100 100 61,600 14,000 80,000 20.0 3.4 14.8 — 2013 — — 5,610,300.0 160.0 24.4 192.0 3,034.7 448.7 — (1) Value as per King Sturge valuation reports as at 31 December 2008 (2) Indirect (the Company has a 50% shareholding in a company which has a 87% interest in the consortium which owns the project) (3) GBA (4) The value reflects 30% stake since the additional 13.5% was purchased after December 31, 2008 (5) The project was not valued since it was acquired after December 31,2008 33 Market value of the land and project (€m)(1) Market value on completion (€m)(1) 2 Projects overview - Romania Casa Radio City: Bucharest Type: Mixed use Size: 600,000 (GBA) Plaza Share: 75% Completion Date: 2013 Status: Under construction Iasi Plaza 34 City: Iasi Type: Mixed Use Size: 62,000 (GLA) Plaza Share: 100% Completion Date: 2012 Status: Planning stage Timisoara Plaza City: Timisoara Type: Shopping & entertainment centre Size: 43,000 (GLA) Plaza Share: 100% Completion Date: 2012 Status: Planning and permits stage Slatina Plaza City: Slatina Type: Shopping & entertainment centre Size: 17,000 (GLA) Plaza Share: 100% Completion Date: 2011 Status: Planning stage Projects overview - Romania Targu Mures Plaza Csiki Plaza City: Miercurea Ciuc Type: Shopping & entertainment centre Size: 14,000 (GLA) Plaza Share: 100% Completion Date: 2010 Status: Under construction Hunedoara Plaza 35 City: Hunedoara Type: Shopping & entertainment centre Size: 13,000 (GLA) Plaza Share: 100% Completion Date: 2011 Status: Planning stage City: Targu Mures Type: Shopping & entertainment centre Size: 30,000 (GLA) Plaza Share: 100% Completion Date: 2012 Status: Planning stage Projects overview - Hungary Arena Extension Dream Island City: Budapest Type: Business and leisure resort Size: 350,000 (GBA) Plaza Share: 43.5% Completion Date: 2012-2014 Status: Initial excavation and archaeological works, casino license obtained City: Budapest Type: office Size: 40,000 (GLA) Plaza Share: 100% Completion Date: 2012 Status: Planning stage Uj Udvar 36 City: Budapest Type: Shopping & entertainment centre Size: 16,000 (GLA) Plaza Share: 35% Completion Date: 2011 Status: Existing shopping centre for refurbishment Projects overview - Poland Suwalki Plaza Torun Plaza City: Torun Type: Shopping & entertainment centre Size: 44,000 (GLA) Plaza Share: 100% Completion Date: 2011 Status: Planning and permits stage Zgorzelec Plaza 37 City: Zgorzelec Type: Shopping & entertainment centre Size: 13,000 (GLA) Plaza Share: 100% Completion Date: 2010 Status: Under construction City: Suwalki Type: Shopping & entertainment centre Size: 20,000 (GLA) Plaza Share: 100% Completion Date:2010 Status: Under construction Projects overview - Poland Kielce Plaza Leszno Plaza Plaza Centers 38 City: Leszno Type: Shopping & entertainment centre Size: 16,000 (GLA) Plaza Share: 100% Completion Date: 2012 Status: Planning and permits stage City: Kielce Type: Shopping & entertainment centre Size: 33,000 (GLA) Plaza Share: 100% Completion Date: 2012 Status: Planning and permits stage Projects overview – Czech Republic Liberec Plaza 39 City: Liberec Type: Shopping & entertainment centre Size: 17,000 (GLA) Plaza Share: 100% Completion Date: 26.3.2009 Status: opened to the public Opava Plaza City: Opava Type: Shopping & entertainment centre Size: 13,000 (GLA) Plaza Share: 100% Completion Date:2012 Status: Planning stage Projects overview – Serbia Sport Star Plaza Belgrade Plaza City: Belgrade Type: Mixed use (offices, Hotel & retail) Size: 70,000 (GBA) Plaza Share: 100% Completion Date: 2013 Status: Planning and permits stage Kragujevac Plaza 40 City: Kragujevac Type: Shopping & entertainment centre Size: 24,500 (GLA) Plaza Share: 100% Completion Date: 2011 Status: Initial construction City: Belgrade Type: Shopping & entertainment centre Size: 45,000 (GLA) Plaza Share: 100% Completion Date: 2012 Status: Planning stage Projects overview – India Kharadi Koregaon Park City: Pune Type: Mixed use (Shopping, entertainment & offices) Size: 111,000 (GBA) Plaza Share: 100% Completion Date: 2011 Status: Under construction City: Pune Type: Mixed use (Shopping, entertainment & offices) Size: 205,000 (GBA) Plaza Share: 50% Completion Date: 2012 Status: Planning stage Trivandrum 41 City: Trivandrum Type: Mixed use (Shopping, entertainment, offices and apartment hotel) Size: 195,000 (GBA) Plaza Share: 50% Completion Date: TBD Status: Planning stage Projects overview – India Chennai Bangalore Plaza Centers City: Bangalore Type: Mixed use (residential, ,offices, retail, hotel, hospital and other infrastructure) Size: 2,100,000 (GBA) Plaza Share: 23.75% Completion Date: 2012-2017 Status: Planning stage City: Chennai Type: Mixed use (residential, commercial, office and retail) Size: 1,100,000 (GBA) Plaza Share: 38% Completion Date: 2012-2015 Status: Planning stage Kochi City: Kochi Type: Mixed use (residential, science park, retail, hospitality, infrastructure and marina) Size: 575,000 (GBA) Plaza Share: 23.75% Completion Date: 2012-2015 Status: Planning stage 42 Projects overview – Bulgaria Shumen Plaza 43 City: Shumen Type: Shopping & entertainment centre Size: 20,000 (GLA) Plaza Share: 100% Completion Date: 2011 Status: Planning stage Sofia Plaza Business center City: Sofia Type: Mixed use (Retail & offices) Size: 44,000 (GLA) Plaza Share: 51% Completion Date: 2012 Status: Planning stage Projects overview – Latvia & Greece Helios Plaza 44 City: Piraeus (Greece) Type: Shopping & entertainment centre Size: 25,000 (GLA) Plaza Share: 100% Completion Date: 2012 Status: Plannning and permits stage Riga Plaza City: Riga (Latvia) Type: Shopping & entertainment centre Size: 49,000 (GLA) Plaza Share: 50% Opening: 31.3.2009 Status: Completed Projects overview – Residential Projects - Czech Republic & Poland Prague 3 Roztoky City: Prague (Czech Republic) Type: Residential Size: 14,000 (GBA) Plaza Share: 100% Completion Date: 2013 Status: Planning and permits stage City: Prague (Czech Republic) Type: Residential Size: 61,600 (GBA) Plaza Share: 100% Completion Date: TBD Status: Permits to be obtained shortly, currently yielding rent Lodz Plaza Centers 45 City: Lodz (Poland) Type: Residential Size: 80,000 (GBA) Plaza Share: 100% Completion Date: TBD Status: Planning stage Projects overview – Office buildings Palazzo Ducale David House City: Budapest, Hungary Type: Office Size: 2,000 (GLA) Plaza Share: 100% Status: Operating Prague 3 46 City: Prague, Czech Republic Type: Office / warehouse Size: 44,300 (GLA) Plaza Share: 100% Status: Operating City: Bucharest, Romania Type: Office Size: 700 (GLA) Plaza Share: 100% Status: Operating Appendix B: Financial Overview Balance Sheets € '000 Non current assets Investment property under construction Investment property Other non current assts Current assets Trading properties Cash and cash equivalents Other current assets Total assets Current liabilities Short term bank loans Other current liabilities Net current assets / liabilities Non current liabilities Bank loans and bonds raised Other non-current liabilities Total liabilities Net assets Retained earnings Other reserves and equity Total equity 2006 60,919 26,654 34,265 413,978 159,961 212,683 41,334 474,897 2008 134,466 12,970 121,496 824,090 575,334 146,026 102,730 958,556 (90181) (51,201) (38,980) 323,797 (20,039) (5,875) (14,164) (110,220) 364,677 (95,680) (409) (95,271) 625,450 (62,060) (59,282) (2,778) (157,740) 603,471 (126,018) (69,415) (56,603) 698,072 (223,007) (216,417) (6,590) (349,025) 609,531 112,949 251,728 364,677 339,916 263,555 603,471 350,605 258,926 609,531 Source: Company audited accounts in accordance with IFRS, (2008 Audited) 48 2007 40,081 12,970 27,111 721,130 298,339 66,381 356,410 761,211 COMMENTS One investment property - Prague 3 logistic center in Prague Increase in 2008 due to long term structure deposits and security deposit in respect of Cross currency transaction Increase in trading properties in line with the company’s continouos investment in new countries, especially Romania, Serbia and India Cash increase mainly due to receiving of proceeds from selling Arena and raising of bonds Decrease in 2008 is mainly attributable to receiving the proceeds from the Arena transaction from aAIM New bank loans received in 2008 in respect of projects under construction in Latvia, Czech Republic and Romania Other current liabilities includes mainly trade payables, as well as provisions and liabilities due to purchase of plots 2008-Include €153 million of bonds raised in the course of 2008 Only light increase in 2008 due to dividend distribution in the amount of €57 million 2008 – slight increase due to negative translation reserve fund, attributable to operations in india Income Statements € '000 COMMENTS 2006 2007 2008 Revenues 60,219 507,843 98,613 Gain from sale of investment property (net) 13,715 2,071 - Changes in fair value of investment property 257 - - 74,191 509,914 98,613 (50,034) (268,730) (55,934) Gross profit 24,157 241,184 42,679 Administrative expenses (8,173) (23,117) (24,540) (170) (338) (2,689) Operating profit 15,814 217,729 15,450 Finance income 4,000 12,407 67,356 (3,336) (3,060) (9,268) Share in loss of associate (150) (19) (941) Profit before tax 16328 227,057 72,597 Income tax expenses (1,608) (90) (4,913) Profit for the period 14,720 226,967 67,684 2008 – includes proceeds of €61.4 due to Pilzen,Arena Plaza price adjustments – €22.3 million, Fantasy park – €10 million and Rent and other - €4.9 million. 2007 include sale of 5 shopping centers with a total revenue of €495m; rent and other - €6m; Fantasy Park rent €7m. 2006 include sale of Novo Plaza - €50m; rent - €4m; Fantasy Park - €4m 2007 – net gain from selling Duna Plaza Offices. 2006 includes sale of Poznan - €9m; electricity licenses - €4.4 As general policy, the Company does not revaluate assets it has Cost of operations Other expenses, net Finance expenses Source: Company audited accounts in accordance with IFRS, ( 2008 Audited) 49 2008- mainly due to cost of sales of Pilzen - €41 m. 2007 – mainly due to sale of 5 shopping centers - €259m 2008 – includes €6.3 million of non-cash share based payments and continouos increase in activities in 2007 – includes €7.6m of non-cash share based payments and continuing increase of activities 2008 – significant increase in both income and expenses is as follows: Income: Due to a very high cash balances, together with forex gains on value of cross currency SWAP transactions made to hedge NIS linked bonds. Expenses: Increase mainly due to bonds devaluation. 2007 – high income due to IPO and bonds cash deposited in ST deposits Taxation remains low due to the favourable tax structure (Dutch Holding company), vast majority of the amount is deffered for expenses due to the above mentioned SWAPS and bond value devaluation Financing 50 The Group seeks externally sourced bank financing (in the form of construction loans) for individual projects. The Company's debt financing for each project usually falls within the following parameters: – 80 : 20 per cent debt to equity ratio. In some instances, the Group has been successful in achieving higher debt ratios. The land acquisition costs count towards the Group’s equity contribution; – construction loans are usually taken out for a period of 2 years (investment loans, if needed, taken out for 10 to 15 years); – interest rate margins range between 1.5% to 3.0% depending on the particular project; – repayment terms will generally indicate a grace period on repayment of principal (but not interest) during, and in some instances for up to 12 months after the end of the construction period. After operations commence, repayment of principal and interest are generally effected on a quarterly basis, with a bullet payment upon loan maturity of up to 30% of the principal sum; – with few exceptions, construction loans are taken out on a strictly non-recourse basis; – security requirements vary from country to country and from bank to bank, but would in all instances include: a first mortgage on the property, a pledge on the shares held in the borrower, the subordination of shareholders loans, a charge on the borrower’s banking accounts and the assignment of the rentals in favour of the relevant Bank In those countries where the Group has established operations, it will generally establish long term financing relationships with leading banks in that country. For example, in Hungary, the majority of the Group’s projects were financed by MKB Bank and by OTP Bank. These relationships have in some instances extended beyond the borders of the relevant country, for instance, financing some Czech, Polish and Latvian projects was done with debt from Hungarian banks In those cases where the completed projects have not been pre-sold or where divestment does not take place at the commencement of operation, the Group will generally seek to re-finance the project as soon as practical after opening Appendix C: Company Track Record Summary of Sold Developments —Hungary Shopping and entertainment centres sold to Klépierre in 2004—gross asset value of €278m and average net yield of approximately 9.3% Name Alba Plaza Csepel Plaza Debrecen Plaza Duna Plaza Gyor Plaza Kanizsa Plaza Kaposvar Plaza Miskolc Plaza Nyir Plaza Szeged Plaza Szolnok Plaza Zala Plaza Total GLA (m2) 14,981 13,565 14,624 35,915 15,085 5,947 8,296 14,647 13,775 15,842 6,815 7,405 166,897 City Veszprem Pecs Szombathely Sopron Country Hungary Hungary Hungary Hungary GLA (m2) 9,155 15,356 8,235 14,128 46,874 Shopping and entertainment centre sold to aAIM in 2007 — gross asset value of approx. €387m and gross yield of approximately 5.9% Name Arena Plaza 52 Country Hungary Hungary Hungary Hungary Hungary Hungary Hungary Hungary Hungary Hungary Hungary Hungary Shopping and entertainment centres sold to Dawnay Day in 2005—gross asset value of €54.4m and average net yield of approximately 9.2% Name Balaton Plaza Pecs Plaza Savaria Plaza Sopron Plaza Total City Szekesfehervar Budapest Debrecen Budapest Gyor Nagykanizsa Kaposvar Miskolc Nyiregyhaza Szeged Szolnok Zalaegerszeg City Budapest Country Hungary GLA (m2) 66,000 Summary of Sold Developments—Poland & Czech Republic Shopping and entertainment centres sold to Klépierre in 2005—gross asset value of €204m and average net yield of approximately 8.4% Name City Country Krakow Plaza Krakow Poland 30,209 Poznan Plaza Poznan Poland 29,522 Ruda Slaska Plaza Ruda Slaska Poland 14,452 Sadyba Best Mall Plaza Warsaw Poland 24,078 Total 98,261 Shopping and entertainment centres sold to Klépierre in 2006 (Novo), in 2007 (Rybnik, Sosnowiec and 50% of Lublin) and in 2008 (Plzen)—gross asset value of €240.5m and average net yield of approximately 6.9% Name City Country GLA (m2) Rybnik Plaza Rybnik Poland 18,127 Sosnowiec Plaza Sosnowiec Poland 12,860 Lublin Plaza (1) Lublin Poland 25,738 Novo Plaza Prague Czech Republic 26,417 Plzen Plaza Plzen Czech Republic 20,000 Total (1) Klépierre had exercised the option to buy 50% in the shopping and entertainment centre held by Plaza Centers 53 GLA (m2) 103,142