SecurAsset S.A. Société Anonyme 2-8, avenue Charles de Gaulle L-1653 Luxembourg R.C.S. Luxembourg - B

Transcription

1 Société Anonyme Annual Accounts for the period from January 23, 2009 to December 31, 2009

2 Table of Contents Page Annual Accounts Combined Balance Sheet as at December 31, Combined Profit and Loss Account 3 for the period from January 23, 2009 to December 31, 2009 Notes to the Annual Accounts Management Report 50 Transparency Statement 51 Independent Auditors Report Page 1

3 Combined Balance Sheet as at December 31, 2009 ASSETS Notes FIXED ASSETS Financial assets Securities held as fixed assets 5 35,016, Other loans 6 18,749, Total Return Swaps 7 19,696, CURRENT ASSETS Debtors 8 36, Cash at bank 9 73,107, TOTAL ASSETS 146,606, LIABILITIES CAPITAL AND RESERVES Subscribed capital 3 31, Loss for the financial period -15, , CREDITORS Non-convertible Bonds Becoming due and payable after more than one year ,104, Other creditors Becoming due and payable within one year 485, TOTAL LIABILITIES 146,606, The accompanying notes form an integral part of these Annual Accounts Page 2

4 Combined Profit and Loss Account for the period from January 23, 2009 until December 31, 2009 Notes EXPENSES Other operating charges 11 1,771, Value adjustments in respect of financial assets 2 7,789, Realized loss 287, Equalisation provision 2 29, TOTAL EXPENSES 9,877, Other operating income 12 2,524, Other interest receivable and similar income Equalisation provision 2 6,960, Revaluations in respect of financial assets 376, Loss for the financial period 15, TOTAL INCOME 9,877, The accompanying notes form an integral part of these Annual Accounts Page 3

5 Balance Sheet for the General Compartment as at December 31, 2009 ASSETS Notes CURRENT ASSETS Cash at bank 6 16, TOTAL ASSETS 16, LIABILITIES CAPITAL AND RESERVES Subscribed capital 3 31, Loss for the financial period -15, , CREDITORS Other creditors, including tax and social security Becoming due and payable within one year TOTAL LIABILITIES 16, Page 4

6 Profit and Loss Account for the General Compartment for the period from January 23, 2009 until December 31, 2009 Notes EXPENSES Other operating charges 10 54, TOTAL EXPENSES 54, INCOME Other operating income 11 39, Loss for the financial period 15, Page 5

7 Balance Sheet for the Compartment as at December 31, 2009 ASSETS Notes FIXED ASSETS Financial assets Total Return Swap 7 889, CURRENT ASSETS Cash at bank 9 21,253, TOTAL ASSETS 22,143, LIABILITIES CREDITORS Non-convertible Bonds Becoming due and payable after more than one year 10 22,143, TOTAL LIABILITIES 22,143, Page 6

8 Profit and Loss Account for the Compartment for the period from February 27, 2009 until December 31, 2009 Notes EXPENSES Other operating charges 11 32, Value adjustments in respect of financial assets 2 1,926, TOTAL EXPENSES 1,958, INCOME Other operating income , TOTAL INCOME 1,958, Page 7

9 Balance Sheet for the Compartment as at December 31, 2009 ASSETS Notes FIXED ASSETS Financial assets Total Return Swap 7 148, CURRENT ASSETS Cash at bank 9 2,485, TOTAL ASSETS 2,634, LIABILITIES CREDITORS Non-convertible Bonds Becoming due and payable after more than one year 10 2,634, TOTAL LIABILITIES 2,634, Page 8

10 Profit and Loss Account for the Compartment for the period from March 27, 2009 until December 31, 2009 Notes EXPENSES Other operating charges 11 43, Value adjustments in respect of financial assets 2 343, TOTAL EXPENSES 386, INCOME Other operating income 12 29, TOTAL INCOME 386, Page 9

11 Balance Sheet for the Compartment as at December 31, 2009 ASSETS Notes FIXED ASSETS Financial assets Total Return Swap 7 775, CURRENT ASSETS Cash at bank 9 5,680, TOTAL ASSETS 6,456, LIABILITIES CREDITORS Non-convertible Bonds Becoming due and payable after more than one year 10 6,456, TOTAL LIABILITIES 6,456, Page 10

12 Profit and Loss Account for the Compartment for the period from March 27, 2009 until December 31, 2009 Notes EXPENSES Other operating charges 11 39, Value adjustments in respect of financial assets 2 398, TOTAL EXPENSES 438, INCOME Other operating income 12 59, TOTAL INCOME 438, Page 11

13 Balance Sheet for the Compartment as at December 31, 2009 ASSETS Notes FIXED ASSETS Financial assets Securities held as fixed assets 5 15,099, Total Return Swap 7 4,088, CASH AT BANK Cash at bank TOTAL ASSETS 19,189, LIABILITIES CREDITORS Non-convertible Bonds 19,189, Becoming due and payable after more than one year 10 TOTAL LIABILITIES 19,189, Page 12

14 Profit and Loss Account for the Compartment for the period from April 29, 2009 until December 31, 2009 Notes EXPENSES Other operating charges 11 64, Realised loss 287, Equalisation provision 2 29, TOTAL EXPENSES 381, INCOME Other interest receivable and similar income Revaluations in respect of financial assets 2 376, TOTAL INCOME 381, Page 13

15 Balance Sheet for the Compartment as at December 31, 2009 ASSETS Notes FIXED ASSETS Financial assets Total Return Swap 7 93, CURRENT ASSETS Debtors Cash at bank 9 3,676, TOTAL ASSETS 3,770, LIABILITIES CREDITORS Non-convertible Bonds 3,770, Becoming due and payable after more than one year 10 Other creditors Becoming due and payable within one year TOTAL LIABILITIES 3,770, Page 14

16 Profit and Loss Account for the Compartment for the period from April 29, 2009 until December 31, 2009 Notes EXPENSES Other operating charges 11 40, Value adjustments in respect of financial assets 2 527, TOTAL EXPENSES 567, INCOME Other operating income 12 72, TOTAL INCOME 567, Page 15

17 Balance Sheet for the Compartment as at December 31, 2009 ASSETS Notes FIXED ASSETS Financial assets Total Return Swap 7 365, CURRENT ASSETS Cash at bank 9 4,039, TOTAL ASSETS 4,404, CREDITORS Non-convertible Bonds Becoming due and payable after more than one year 10 4,404, TOTAL LIABILITIES 4,404, Page 16

18 Profit and Loss Account for the Compartment for the period from April 29, 2009 until December 31, 2009 Notes EXPENSES Other operating charges 11 41, Value adjustments in respect of financial assets 2 442, TOTAL EXPENSES 483, INCOME Other operating income 12 19, TOTAL INCOME 483, Page 17

19 Balance Sheet for the Compartment as at December 31, 2009 ASSETS Notes FIXED ASSETS Financial assets Securities held as fixed assets 5 1,683, Total Return Swap 7 39, CURRENT ASSETS Debtors 8 1, TOTAL ASSETS 1,724, LIABILITIES CREDITORS Non-convertible Bonds Becoming due and payable after more than one year 10 1,722, Other Creditors Becoming due and payable within one year 1, TOTAL LIABILITIES 1,724, Page 18

20 Profit and Loss Account for the Compartment for the period from April 28, 2009 until December 31, 2009 Notes EXPENSES Other operating charges , Value adjustments in respect of financial assets 2 200, TOTAL EXPENSES 825, INCOME Other operating income , TOTAL INCOME 825, Page 19

21 Balance Sheet for the Compartment as at December 31, 2009 ASSETS Notes FIXED ASSETS Financial assets Total Return Swap 7 295, CURRENT ASSETS Debtors Cash at Bank 9 2,583, TOTAL ASSETS 2,879, LIABILITIES CREDITORS Non-convertible Bonds Becoming due and payable after more than one year 10 2,879, Other creditors Becoming due and payable within one year TOTAL LIABILITIES 2,879, Page 20

22 Profit and Loss Account for the Compartment for the period from April 28, 2009 until December 31, 2009 Notes EXPENSES Other operating charges 11 39, Value adjustments in respect of financial assets 2 216, TOTAL EXPENSES 256, INCOME Other operating income 12 1, TOTAL INCOME 256, Page 21

23 Balance Sheet for the Compartment as at December 31, 2009 ASSETS Notes FIXED ASSETS Financial assets Securities held as fixed assets 5 7,887, Total Return Swap 7 1,645, CURRENT ASSETS Debtors TOTAL ASSETS 9,533, CREDITORS Non-convertible Bonds Becoming due and payable after more than one year 10 9,533, Other creditors Becoming due and payable within one year TOTAL LIABILITIES 9,533, Page 22

24 Profit and Loss Account for the Compartment for the period from May 11, 2009 until December 31, 2009 Notes EXPENSES Other operating charges 11 60, Value adjustments in respect of financial assets 2 340, TOTAL EXPENSES 400, INCOME Other operating income , TOTAL INCOME 400, Page 23

25 Balance Sheet for the Compartment as at December 31, 2009 ASSETS Notes FIXED ASSETS Financial assets Total Return Swap 7 648, CURRENT ASSETS Debtors 8 3, Cash at bank 9 9,180, TOTAL ASSETS 9,832, LIABILITIES CREDITORS Non-convertible Bonds Becoming due and payable after more than one year 10 9,828, Other creditors Becoming due and payable after more than one year 3, TOTAL LIABILITIES 9,832, Page 24

26 Profit and Loss Account for the Compartment for the period from May 11, 2009 until December 31, 2009 Notes EXPENSES Other operating charges 11 27, Value adjustments in respect of financial assets 2 404, TOTAL EXPENSES 432, INCOME Other operating income , TOTAL INCOME 432, Page 25

27 Balance Sheet for the Compartment as at December 31, 2009 ASSETS Notes FIXED ASSETS Financial assets Securities held as fixed assets 5 10,345, Total Return Swap 7 2,362, CURRENT ASSETS Cash at Bank TOTAL ASSETS 12,708, CREDITORS Non-convertible Bonds Becoming due and payable after more than one year 10 12,707, Creditors Becoming due and payable within one year TOTAL LIABILITIES 12,708, Page 26

28 Profit and Loss Account for the Compartment for the period from May 11, 2009 until December 31, 2009 Notes EXPENSES Other operating charges 11 58, Value adjustments in respect of financial assets 2 291, TOTAL EXPENSES 350, INCOME Other operating income 12 21, TOTAL INCOME 350, Page 27

29 Balance Sheet for the Compartment as at December 31, 2009 ASSETS Notes FIXED ASSETS Other loans 6 18,749, CURRENT ASSETS Debtors 8 25, TOTAL ASSETS 18,774, LIABILITIES CREDITORS Non-convertible Bonds Becoming due and payable after more than one year 10 18,301, Creditors Becoming due and payable within one year 473, TOTAL LIABILITIES 18,774, Page 28

30 Profit and Loss Account for the Compartment for the period from May 11, 2009 until December 31, 2009 Notes EXPENSES Other operating charges , Value adjustments in respect of financial assets 2 895, TOTAL EXPENSES 1,056, INCOME Other operating income , TOTAL INCOME 1,056, Page 29

31 Balance Sheet for the Compartment as at December 31, 2009 ASSETS Notes FIXED ASSETS Financial Assets Total Return Swap 7 3,464, TOTAL ASSETS 3,464, LIABILITIES CREDITORS Becoming due and payable after more than one year 10 3,464, TOTAL LIABILITIES 3,464, Page 30

32 Profit and Loss Account for the Compartment for the period from May 11, 2009 until December 31, 2009 Notes EXPENSES Other operating charges , Value adjustments in respect of financial assets 2 651, TOTAL EXPENSES 838, INCOME Equalisation provision 2 838, TOTAL INCOME 838, Page 31

33 Balance Sheet for the Compartment as at December 31, 2009 ASSETS Notes FIXED ASSETS Financial assets Total Return Swap 7 537, CURRENT ASSETS Debtors 8 2, Cash at Bank 9 8,981, TOTAL ASSETS 9,520, LIABILITIES CREDITORS Non-convertible Bonds Becoming due and payable after more than one year 10 9,518, Creditors Becoming due and payable within one year 2, TOTAL LIABILITIES 9,520, Page 32

34 Profit and Loss Account for the Compartment for the period from May 11, 2009 until December 31, 2009 Notes EXPENSES Other operating charges 11 25, Value adjustment in respect of financial assets 2 509, TOTAL EXPENSES 534, INCOME Other operating income 12 85, TOTAL INCOME 534, Page 33

35 Balance Sheet for the Compartment as at December 31, 2009 ASSETS Notes FIXED ASSETS Financial assets Total Return Swap 7 759, CURRENT ASSETS Debtors 8 3, Cash at Bank 9 9,276, TOTAL ASSETS 10,039, LIABILITIES CREDITORS Non-convertible Bonds Becoming due and payable after more than one year 10 10,036, Creditors Becoming due and payable within one year 3, TOTAL LIABILITIES 10,039, Page 34

36 Profit and Loss Account for the Compartment for the period from August 19, 2009 until December 31, 2009 Notes EXPENSES Other operating charges 11 26, Value adjustments in respect of financial assets 2 334, TOTAL EXPENSES 361, INCOME Other operating income 12 34, TOTAL INCOME 361, Page 35

37 Balance Sheet for the Compartment as at December 31, 2009 ASSETS Notes FIXED ASSETS Financial Assets Total Return Swap 7 657, CURRENT ASSETS Debtors Cash at Bank 9 5,932, TOTAL ASSETS 6,589, LIABILITIES CREDITORS Non-convertible Bonds Becoming due and payable after more than one year 10 6,589, Creditors Becoming due and payable within one year TOTAL LIABILITIES 6,589, Page 36

38 Profit and Loss Account for the Compartment for the period from August 19, 2009 until December 31, 2009 Notes EXPENSES Other operating charges 11 37, Value adjustments in respect of financial assets 2 306, TOTAL EXPENSES 344, INCOME Other operating income TOTAL INCOME 344, Page 37

39 Balance Sheet for the Compartment as at December 31, 2009 ASSETS Notes FIXED ASSETS Financial Assets Total Return Swap 7 2,923, CURRENT ASSETS Cash at Bank TOTAL ASSETS 2,923, LIABILITIES CREDITORS Non-convertible Bonds Becoming due and payable after more than one year 10 2,923, TOTAL LIABILITIES 2,923, Page 38

40 Profit and Loss Account for the Compartment for the period from August 19, 2009 until December 31, 2009 Notes EXPENSES Other operating charges , TOTAL EXPENSES 207, INCOME Other interest receivable and similar income 0.02 Equalisation provision 2 207, TOTAL INCOME 207, Page 39

41 Notes to the 2009 Accounts 1. GENERAL SecurAsset S.A. (the "Company") is a Limited Liability Company incorporated under the laws of Luxembourg on January 23, The Company shall have as its business purpose the Securitisation, within the meaning of the Law of March 22, 2004 on securisations, which shall apply to the Company, of risks associated to any kind of asset. The Company may issue securities of any nature and in any currency and, to the largest extent permitted by the Securitisation Law, pledge, mortgage or charge or otherwise create security interests in and over its assets, property and rights to secure its obligations. The Company may enter into any agreement and perform any action necessary or useful for the purpose of carrying out transactions permitted by the Securitisation Law, including, without limitation, disposing of its assets in accordance with the relevant agreements. The Company may only carry out the above activities if and to the extent that they are compatible with the Securitisation Law. The registered office of the Company is established at in. The financial year of the company starts on first of January and ends on December 31 each year. The first accounting year starts in January 23, 2009 and ends on December 31, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES General The Annual Accounts comply with Luxembourg legal and regulatory requirements as well as with generally accepted accounting principles in Luxembourg. The Annual Accounts have been prepared in conformity with the law dated December 19, Financial assets and liabilities Financial assets are valued at market values (indicative model prices received from BNP Paribas Arbitrage SNC) to reflect the correlation with issued securities which are measured at repayable amounts of the Notes issued. The corresponding value adjustments are disclosed in the position "Value adjustments in respect of financial assets" and "Revaluation in respect of financial assets" in case of positive variations. Current debtors Value adjustments Value adjustments are deducted directly from the related asset. Foreign currency translation Other assets and liabilities are translated separately on the basis of the exchange rates effective at the balance sheet date. The realised and unrealised exchange results are recorded in the Profit and Loss Account. Transactions expressed in currencies other than are translated into at the exchange rate effective at the time of the transaction. Creditors Debts are recorded at their amount repayable. The amount repayable is reduced if it is probable that cash flows resulting out of the assets will not be sufficient to repay the complete debt. In such a case the Company has decreased the amount payable and recognised a gain in the position "Equalisation provision" in the Profit and Loss Account. The amount repayable is increased if it is probable that cash flows resulting out of these assets will repay more that the complete debt. In such a case the Company has increased the amount payable and recognised a loss in the position "Equalisation Provision" in the Profit and Loss Account. Equalisation Provision Gains and losses during the year as a result from sales, default, market value changes or cost may cause value adjustments on the notes issued. Such value changes will be born by the note holders in inverse order of the priority of payments. Consequently, a provision for value diminution will be made and deducted from/added to the amount repayable of the notes issued and booked in the Profit and Loss Account as "Equalisation provision". 3. SUBSCRIBED CAPITAL The fully paid subscribed capital of 31,000 is represented by 3,100 shares with a nominal value of Legal reserve Under Luxembourg law, 5% of the net profit of the year must be allocated to a legal reserve until such reserve equals 10% of the issued share capital. This reserve is not available for dividend distribution. 4. TAXES The Company is liable for all taxes applicable to Luxembourg Limited Liability Company. Page 40

42 Notes to the 2009 Accounts 5. SECURITIES HELD AS FIXED ASSETS Compartment Bond 14,944, Value adjustment 155, ,099, Compartment HUF Bond 428,282, ,582, Value adjustment 27,168, , ,450, ,683, Compartment Bond 7,696, Value adjustment 190, ,887, Compartment Bond 10,324, Value adjustment 21, TOTAL 35,016, Page 41

43 Notes to the 2009 Accounts 6. OTHER LOANS Compartment REPO Agreement 19,645, Value adjustment -895, ,749, TOTAL 18,749, Page 42

44 Notes to the 2009 Accounts 7. TOTAL RETURN SWAPS Compartment PLN Swap 11,552, ,815, Value adjustment -7,903, ,926, ,649, , Compartment PLN Swap 2,018, , Value adjustment -1,407, , , , Compartment PLN Swap 4,817, ,174, Value adjustment -1,634, , ,182, , Compartment Swap 3,867, Value adjustment 221, Compartment PLN Swap 2,545, , Value adjustment -2,162, , , , Compartment PLN Swap 3,313, , Value adjustment -1,815, , ,497, , Compartment HUF Swap 65,078, , Value adjustment -54,278, , ,800, , Compartment PLN Swap 1,780, , Value adjustment -566, , ,213, , Compartment Swap 1,985, Value adjustment -340, ,645, Compartment PLN Swap 4,319, ,052, Value adjustment -1,659, , ,660, , Page 43

45 Notes to the 2009 Accounts 7. TOTAL RETURN SWAPS (continue) Compartment Swap 2,654, Value adjustment -291, ,362, Compartment Swap 16,888, ,116, Value adjustment -2,673, , ,214, ,464, Compartment PLN Swap 4,293, ,046, Value adjustment -2,088, , ,204, , Compartment PLN Swap 4,489, ,094, Value adjustment -1,372, , Compartment PLN Swap 3,773, , Value adjustment -1,076, , ,696, , Compartment PLN Swap 11,993, ,923, ,993, ,923, TOTAL 19,696, DEBTORS The amounts booked under debtors are relating to the invoices issued by SecurAsset S.A. to BNP Paribas Arbitrage SNC under the Disbursement Undertaking dated February 6, 2009 and amended and restartet on March 3, 2009 and the Exclusivity Deed dated February 12, 2009 and amended and restarted on March 3, Page 44

46 Notes to the 2009 Accounts 9. CASH AT BANK General Compartment BNP Paribas current account 16, , Compartment PLN Callable long term deposit 84,860, ,684, Value adjustment 2,337, , ,198, ,253, Compartment PLN Callable long term deposit 10,093, ,460, Value adjustment 105, , ,198, ,485, Compartment PLN Callable long term deposit 23,063, ,621, Value adjustment 240, , ,304, ,680, Compartment BNP Paribas current account Compartment PLN Callable long term deposit 14,798, ,606, Value adjustment 286, , ,085, ,676, Compartment PLN Callable long term deposit 16,494, ,020, Value adjustment 76, , ,571, ,039, Compartment PLN BNP Paribas current account 2, Callable long term deposit 10,920, ,661, Value adjustment -322, , ,600, ,583, Compartment PLN BNP Paribas current account 1, Callable long term deposit 37,018, ,023, Value adjustment 644, , ,665, ,180, Compartment BNP Paribas current account Page 45

47 Notes to the 2009 Accounts 9. CASH AT BANK (continue) Compartment PLN BNP Paribas current account 1, Callable long term deposit 36,505, ,897, Value adjustment 339, , ,846, ,981, Compartment PLN Callable long term deposit 37,932, ,245, Value adjustment 126, , ,059, ,276, Compartment PLN Callable long term deposit 24,521, ,976, Value adjustment -182, , ,338, ,932, Compartment PLN BNP Paribas current account TOTAL 73,107, Page 46

48 Notes to the 2009 Accounts 10. NON-CONVERTIBLE BONDS Compartment PLN Class A Notes 96,543, ,531, Equalisation provision -5,696, ,388, ,847, ,143, Compartment PLN Class A Notes 12,271, ,991, Equalisation provision -1,461, , ,809, ,634, Compartment PLN Class A Notes 28,040, ,834, Equalisation provision -1,553, , ,487, ,456, Compartment Class A Notes 19,160, Equalisation provision 29, Compartment PLN Class A Notes 17,500, ,265, Equalisation provision -2,031, , ,468, ,770, Compartment PLN Class A Notes 19,972, ,868, Equalisation provision -1,903, , ,068, ,404, Compartment HUF Class A Notes 500,000, ,847, Equalisation provision 44,550, , ,550, ,722, Compartment PLN Class A Notes 12,858, ,134, Equalisation provision -1,044, , ,814, ,879, Compartment Class A Notes 9,743, Equalisation provision -209, ,533, Compartment PLN Class A Notes 41,434, ,099, Equalisation provision -1,110, , ,324, ,828, SUBTOTAL 82,563, Page 47

49 Notes to the 2009 Accounts 10. NON-CONVERTIBLE BONDS (continue) Compartment Class A Notes 13,037, Equalisation provision -329, ,707, Compartment Class A Notes 18,824, Equalisation provision -522, ,301, Compartment PLN Class A Notes 17,653, ,302, Equalisation provision -3,438, , ,214, ,464, Compartment PLN Class A Notes 40,893, ,967, Equalisation provision -1,843, , Compartment PLN Class A Notes 42,519, ,363, Equalisation provision -1,343, , ,175, ,036, Compartment PLN Class A Notes 28,445, ,933, Equalisation provision -1,410, , ,034, ,589, Compartment PLN Class A Notes 12,843, ,130, Equalisation provision -849, , ,993, ,923, TOTAL 146,104, Page 48

50 Notes to the 2009 Accounts 11. OTHER OPERATING CHARGES This balance sheet item consists mainly out of the invoices paid during the flow of funds for each compartment. Main amounts are: - Cash Manager fees - Trustee fees - Listing fees (if applicable) - Maintenance fees - Audit fees 12. OTHER OPERATING INCOME This balance sheet item consists out of the income received under the Disbursement Undertaking and the Exclusivity Deed from BNP Paribas Arbitrage SNC, see Note 8. In addition this item includes market-to-market value changes (gains) on assets. 13. SWAP Each Swap Agreement will be entered into in order to allow the Issuer to exchange certain cashflows received by, or to the order of, the Issuer in respect of the Compartment Assets (if any), any Deposit Agreement, any Repurchase Agreement and/or the proceeds of the issue of the relevant Series of Notes or from any other assets of the Issuer relating to that Series of Notes for amounts needed by the Issuer to meet its obligations under the Notes for that Series and any related transactions. The market value of the Swaps is presented in the Balance Sheet due to a better true and fair view in connection with the amount repayable on the Notes. 14. STAFF In 2009 the Company employed no staff. Page 49

51 R.C.S. Luxembourg B (the "Company") Annual Report for the period ended December 31, 2009 The Directors of the Company (each a "Director", collectively the "Board") are pleased to present the annual Financial Statements and Report of the Company for the period from January 23, 2009 to December 31, Overview of Activities The state of business of the Company at the closing of the financial period is adequately presented in the Balance Sheet and the Profit and Loss Account, published herewith. The course of business of the Company has been as the Board expected. The Company has no branches, does no research and developments and has no own shares acquired. Future Developments The Board does not anticipate any major changes during the second half of the current financial period and expects to continue with its activities. Two additional compartment have become active since December 31, 2009, three compartments are currently in the course of preparation. During the year 2010 further compartments will be created. Post Balance Sheet Events No material matters or circumstances have arisen since the end of the financial period which have significantly affected or may significantly affect the operations of the Company, the results of those operations or the business of the Company. Luxembourg, February 2, 2010 The Directors, Severine Canova Director Richard van't Hof Director Hille-Paul Schut Director Page 50

52 R.C.S. Luxembourg B (the "Company") Statement of the Board of Directors to annual Financial Statements 2009 This statement is issued by Severine Canova, Richard van't Hof and Hille-Paul Schut (each a Director of the Company, together the Directors or the Board) pursuant to article 3 (2) c of the law of 11 January 2008 on transparency requirements for issuers of securities. The Board hereby certifies that, to the best of its knowledge, the Financial Statements for the period from January 23, 2009 to December 31, 2009 prepared in accordance with the applicable set of accounting standards give a true and fair view of the assets, liabilities, financial position and profit or loss of the issuer taken as a whole and that the Annual Report includes a fair review of the development and performance of the business and the position of the Company taken as a whole, together with a description of the principal risks and uncertainties that they face. Luxembourg, February 2, 2010 The Directors, Severine Canova Director Richard van't Hof Director Hille-Paul Schut Director Page 51

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