MANAGEMENT BOARD REPORT ON THE OPERATIONS OF ROBYG S.A. FOR THE YEAR ENDED 31 DECEMBER 2010

Transcription

1 MANAGEMENT BOARD REPORT ON THE OPERATIONS OF ROBYG S.A. FOR THE YEAR ENDED 31 DECEMBER 2010 Warsaw, 16 March

2 1. BASIC INFORMATION ABOUT THE COMPANY ROBYG S.A., a joint stock company (the Company ) is the controlling entity of the ROBYG S.A. Capital Group (the Group ). ROBYG S.A. was established on the basis of a Notarial Deed dated 14 March The Company has been established for an indefinite period of time. According to the Articles of Association, the Company s core business activities are: 1. Holding activities (PKD Z). 2. Carrying out general construction work related to building construction (PKD A). The Company is a controlling entity of the ROBYG S.A. Capital Group (the Group ). The Group was established in April 2008 as a result of the reorganization process including contribution in kind of number of entities to the Company as well as purchase or set up of some entities by ROBYG S.A. The Group is operating primarily in the property development sector, i.e. its operations consist of construction and sales of real estate. The basic corporate information relating to ROBYG S.A. is as follows: ROBYG S.A. has its registered office in Poland, Warsaw (01 793), at ul. L. Rydygiera 15. ROBYG S.A. was established based on its articles of association on 14 March ROBYG S.A. was entered in the Register of Business Entities maintained by the District Court for the capital city of Warsaw in Warsaw, XII Commercial Department of the National Court Register, Entry No. KRS ROBYG S.A. was assigned statistical REGON number Subsidiaries of ROBYG S.A. As at 31 December 2010, the Company was the dominant entity for the following entities: Entity name Registered office (***) Business activities % held by the Company in share capital of subsidiaries as at 31 December 2010 % held by the Company in share capital of subsidiaries as at 31 December 2009 ROBYG Development Sp. z o.o. ul. Rydygiera Warsaw, Poland Real property development and sales of apartments on its own behalf % % MZM Properties Sp. z o.o. ul. Rydygiera Warsaw, Poland Holding and financing activities % % ROBYG Park Sp. z o.o. ul. Rydygiera Warsaw, Poland Real property development and sales of apartments on its own behalf % % 2

3 Entity name Registered office (***) Business activities % held by the Company in share capital of subsidiaries as at 31 December 2010 % held by the Company in share capital of subsidiaries as at 31 December 2009 ROBYG Morena Sp. z o.o. ul. Rydygiera Warsaw, Poland Real property development and sales of apartments on its own behalf % % Piekarnicza Sp. z o.o. in liquidation (*) ul. Rydygiera Warsaw, Poland Real property development and sales of apartments on its own behalf. n/a %(*) ROBYG City Apartments Sp. z o.o. ul. Rydygiera Warsaw, Poland Real property development and sales of apartments on its own behalf % % ROBYG Marina Tower Sp. z o.o. ul. Rydygiera Warsaw, Poland Real property development and sales of apartments on its own behalf % % ROBYG Wilanów II Sp. z o.o. ul. Rydygiera Warsaw, Poland Real property development and sales of apartments on its own behalf % % Jagodno Estates Sp. z o.o. ul. Rydygiera Warsaw, Poland Real property development and sales of apartments on its own behalf % % Buforowa Sp. z o.o. ul. Rydygiera Warsaw, Poland Real property development and sales of apartments on its own behalf. 100 % (**) n/a ROBYG Sp. z o.o. (previously: ROBYG Wrocław I Sp. z o.o.) ul. Rydygiera Warsaw, Poland Real property development and sales of apartments on its own behalf % % ROBYG Marketing i Sprzedaż Sp. z o. o. ul. Rydygiera Warsaw, Poland Organization of the selling process for the apartments built by the Group companies % % 3

4 Entity name (previosusly: ROBYG Wrocław II Sp. z o.o.) Registered office (***) Business activities % held by the Company in share capital of subsidiaries as at 31 December 2010 % held by the Company in share capital of subsidiaries as at 31 December 2009 ROBYG Jabłoniowa Sp. z o.o. ul. Rydygiera Warsaw, Poland Real property development and sales of apartments on its own behalf % % ROBYG Zarządzanie Sp. z o.o. ul. Rydygiera Warsaw, Poland Project management and supporting services % % ROBYG Construction Sp. z o.o. ul. Rydygiera Warsaw, Poland Construction and building services % % Source: the Company (*) indirect share through ROBYG Morena Sp. z o.o., the liquidation of Piekarnicza Sp. z o.o. in liquidation was completed on 12 January 2011, when this company was removed from the National Court Register; (**) indirect share through Jagodno Estates Sp. z o.o.; (***) the registered office of the entities included in the above table was until 31 October 2010 located in Warsaw (00 052), at ul. Świętokrzyska 18 and was moved from 1 November 2010 to ul. Rydygiera 15 in Warsaw (01 793); As at 31 December 2010 (and as at 31 December 2009), the percentage of voting rights held by the Company in the subsidiaries corresponds to the percentage held in the share capital of those entities. On 30 June 2010 the Company, through controlled entity Jagodno Estates Sp. z o.o., took control over Buforowa Sp. z o.o. The details relating to this transaction are described in the consolidated financial statements of the Group for the year ended 31 December Share capital and shareholder structure of ROBYG S.A. as at 31 December 2010 As at 31 December 2010 the shareholding structure of the share capital of the Company was as follows: Shareholder Number of series A shares Number of series B shares Number of series C shares Number of series D shares Number of all shares held by a Shareholder Nominal value of one share % of share capital Nanette Real Estate Group N.V. 1,080,000 2,125,000 43,962,604 19,195,000 66,362, PLN 33.45% LBPOL William II S.A.R.L. 1,080,000 2,125,000 43,962,604 19,195,000 66,362, PLN 33.45% ROBYG B.V. 31,037,396 31,037, PLN 15.65% LBPOL NET (LUX) S.A.R.L. 31,037,396 31,037, PLN 15.65% OFCYN Management & Financing GmbH 2,390,000 2,390, PLN 1.20% Mr Artur Ceglarz 1,200,000 1,200, PLN 0.60% Total 5,750,000 4,250, ,000,000 38,390, ,390, % 4

5 As at 31 December 2010, the shareholding structure of the share capital of the Company was changed as a result of the introduction of the Company to trading on the Warsaw Stock Exchange, as well as the issuance of new series F shares and was as follows: Shareholder Number of series A shares Number of series B shares Number of series C shares Number of series D shares Number of series E shares Number of series F shares Number of all shares held by a Shareholder Nominal value of one share (*) % of share capital (**) LBPOL William II S.A.R.L. 1,080,000 2,125,000 75,000,000 19,195,000 10,000, ,400,000 PLN % ROBYG B.V. 31,037,396 31,037,396 PLN % Nanette Real Estate Group N.V. 1,080,000 2,125,000 43,962,604 19,195,000 10,000,000 76,362,604 PLN % Other Shareholders 3,590,000 39,000,000 42,590,000 PLN % Total 5,750,000 4,250, ,000,000 38,390,000 20,000,000 39,000, ,390, % (*)The number of shares held by individual Shareholders is equal to the number of votes held by them at the Shareholders Meeting. (**)The share in the share capital is equal to the share in the total number of votes at the Shareholders Meeting. 2. STATEMENT OF THE MANAGEMENT BOARD The Management Board of the Company hereby represents that the continuity of the business operations of the Company within 12 months from the balance sheet date is not threatened. 3. INFORMATION ABOUT THE COMPANY S OPERATIONS IN General information The subject of the business of the Group is development operations related to residential projects, with the core business activity of ROBYG S.A., according to the REGON system entry, is the business of financial holdings, activities in the scope of the purchase and sale of real property on its own account, and activities related to managing and directing the business activity being conducted. In 2010, ROBYG S.A. implemented a strategy which complied with the core type of business, that is, with investment activities. In 2010, ROBYG S.A. implemented tasks related to organisational and ownership supervision over its subsidiaries, and it also organised the financing of their investment activity. The subsidiaries of ROBYG S.A. conducted activities on the development market continuing investments or preparing to start them. 3.2 The Company subsidiaries property development projects General Information Nowa Rezydencja Królowej Marysieńki The Nowa Rezydencja Królowej Marysieńki project is the Group s property development project implemented in the Wilanow district of Warsaw since 2002, on land owned by the Group and constituting part of so called Miasteczko Wilanow. The SPV implementing the Nowa Rezydencja Królowej Marysieńki project is ROBYG Development Sp. z o.o., in which the Company has a 100% of shares. 5

6 The Nowa Rezydencja Królowej Marysieńki project is situated in close proximity to the Wilanowski Palace. It is an apartment compound consisting of modern, functional five storey buildings equipped with quiet lifts and underground garages. The top storeys contain penthouses. The common areas of the buildings have been given a high standard finish, as exemplified by the use of top quality materials, marble floors and mirror surfaces. Units offered within this project are 2.9 m. high and have large windows, balconies, terraces and video door phones. Some are provided with window blinds and air conditioning. The estate is gated, guarded and monitored. The entire Nowa Rezydencja Królowej Marysieńki project envisages the construction, in nine stages, of a compound of luxury apartment buildings and several commercial units comprising, in total, about 1,322 units, with an aggregate usable area for sale totalling 113,000 sq. m. The apartments on offer under this project are residential units with an area of 35 to 158 sq. m. and penthouses with an area of 120 to 229 sq. m. Szczęśliwy Dom The Szczęśliwy Dom project was constructed in the vicinity of the Szczęśliwicki Park, which is surrounded by predominantly new residential housing. In this project, the Group erected three nine storey residential buildings with quiet lifts and underground garages. The estate is gated, guarded and monitored. Under the Szczęśliwy Dom project, the Group constructed, in three stages executed between 2005 and 2008, a total of 300 flats and four commercial units. The area of the higher standard flats offered by the Group ranges from 30 to 89 sq. m. Osiedle Zdrowa The Osiedle Zdrowa project is the Group s property development project implemented in the Wilanow district of Warsaw, on a real property owned by the Group and constituting part of the so called Miasteczko Wilanow. The SPV created for the purposes of implementing the Osiedle Zdrowa project is ROBYG Wilanów II Sp. z o. o., in which the Company holds 85% of shares, while the remaining 15% is owned by Polnord S.A. The project is located at ul. A. Branickiego and ul. Św. Urszuli Ledóchowskiej in Warsaw. The Osiedle Zdrowa project has been under implementation since 2007 and involves, according to the Group s plans, construction of five modern, functional five storey compounds of higher standard apartment houses, equipped with underground garages, large balconies, terraces and quiet lifts. The common areas of the buildings have received a high standard finish. The Osiedle Zdrowa project is lacated in the vicinity of recreational areas such as the Powsin Park and the golf courses in Wilanów. The estate is gated, guarded and monitored. The houses constructed under Stage I, IV include an internal courtyard equipped with a children s playground. The Osiedle Zdrowa project envisages the construction, in five stages, of a residential compound of higherstandard flats and several commercial units comprising in total 874 units, with a total usable area for sale of 62,000 sq. m. The surface area of the higher standard flats offered by the Group in this project ranges from 42 to 120 sq. m. City Apartments The City Apartments project is the Group s property development project implemented in the Żoliborz district of Warsaw since ROBYG City Apartments Sp. z o.o. is the SPV incorporated for the development of the City Apartments project and the Company owns 75% of its shares. The remaining 25% of the shares belong to Edmond de Rothschild 6

7 Real Estate (Eastern Europe) Participations S.à.r.l., a private equity real estate fund. The project is located in the area of ul. Rydygiera, ul. Przasnyska, and ul. Duchnicka. The City Apartments project involves developing modern functional apartment buildings with a varied architectural concept, including the combination of storeys, with quiet lifts, storage sheds for tenants, underground garages and an internal courtyard. The common areas of the buildings will receive a high standard finish. The units on offer under this project will be about 2.9 m high and have large windows and balconies. The estate will be guarded and monitored. Commercial units will face the public road and thus be accessible to the general public. The City Apartments project involves the construction, in seven stages, of a compound of luxury apartment buildings and a few commercial units comprising in total 1,272 units,, with a total usable area for sale of 98,000 sq. m. The Group offers apartments under this project with an area of 46 to 170 sq. m. Lawendowe Wzgórza The Lawendowe Wzgórza project is the Group s property development project, located in the southern Gdańsk. ROBYG Jabłoniowa Sp. z o.o is the SPV incorporated for the development of the Lawendowe Wzgórza project and the Company owns 100% of its shares. ROBYG Jabłoniowa owns the property situated at ul. Jabłoniowa in Gdańsk, with an aggregate area of 410,355 sq.m., a part of which, i.e. 136,785 sq.m., is to be used for the development of the Lawendowe Wzgórza project, while the remaining part constitutes an investment property of the Group. The Lawendowe Wzgórza project involves the construction of modern, functional buildings with a varied architecture, including standard flats, single and multi family houses and developing recreation amenities embracing the attractive natural features of the land. The estate will be further equipped with a kindergarten and a children s playground. It will boast very good transport links with the centre of Gdańsk, which is about 5 km from the estate. The Lawendowe Wzgórza project envisages constructing in 13 stages of a compound of about 1,191 standard flats and residential units in single and multi family houses (with several commercial units) with an aggregate usable area for sale of about 76,000 sq.m. Flats on offer within this development are residential units with the area of 31 to 89 sq.m. The Group takes into account a possibility of extending the Lawendowe Wzgórza project to the investment part of the property, which according to the Group s estimates should enable the construction of more than 2,500 residential units with the total usable area of more than 153,000 sq. m. The Group began the implementation of the first two stages of the project based on the current zoning plans pertaining to the entire property. On 28 May 2009, the Gdansk City Council by resolution No. XXXVI/1025/09 started preparing a local zoning plan for the spatial unit of Jasień Szadółki Wschód in the city of Gdańsk. The new local zoning plan became final and legally valid on 24 February 2011 and, in the opinion of the Group, will allow for the better use of the available space through the more diverse and dense development of the property. Słoneczna Morena Słoneczna Morena project project is the Group s property development project located in in Gdańsk in the district of Piecki Migowo, on land owned by the Group with an aggregate area of 14 hectares. The SPV established in order to implement the Słoneczna Morena project is ROBYG Morena Sp. z o.o., in which the Company holds 100% of shares. In the Słoneczna Morena project, the Group plans the construction of 7

8 architecturally varied housing estates consisting of semi detached houses, urban apartment villas, multi family houses and two high rise apartment buildings. The estates will be developed in several areas with certain joint functions and furnished with a sports and leisure centre comprising a fitness club or a spa. The Słoneczna Morena project involves the construction of a compound in 14 stages comprising 1,583 units (apartments as part of urban villas, houses, higher standard flats, apartments and commercial units) with an aggregate usable area for sale of 116,000 sq.m. The higher standard flats on offer within this development are residential units with an area of 30 to 90 sq. m., whereas apartments are residential units with an area of 35 to 120 sq.m. The planned area of a residential unit such as a semi detached house is about 168 sq.m., and of apartments as a part of urban villas from 90 to 130 sq.m. Albatross Towers The Albatross Towers project is a property development which the Group intends to construct in Gdańsk, in the Przymorze district. The SPV created in order to execute the Albatross Towers project is ROBYG Marina Tower Sp. z o.o., in which the Company holds 100% of shares. As part of the Albatross Towers project, the Group plans to construct five modern 19 storey buildings with quiet lifts and underground garages. The entire investment will be situated in the Przymorze district, about two kilometres from Gdańsk Bay. The Albatross Towers project is to be developed in five stages. A total of 720 units are to be constructed, including higher standard flats and commercial units, with a total usable area for sale of 49,000 sq.m. Flats on offer in this project are residential units with an area of 35 to 120 sq.m. Also, the Group intends to build commercial space with a total usable area of about 5,000 sq.m in the lower storeys of Stages I and II of the project. Jagodno The Jagodno project is a property development project, the completion of which is considered by the Group, however no final decision has been made yet. The project is located in Wrocław, in the Wrocław Krzyki and Wrocław Wojszyce districts. The SPV established to potentially develop the Jagodno project is Jagodno Estates Sp z o.o., in which the Company holds 100% of shares. In the case of development of the Jagodno project, the Group plans to construct in six stages 200 higherstandard flats with a total usable area of about 12,035 sq.m. and 67 terraced houses and semi detached houses with a total area of about 10,775 sq.m. Furthermore, on 30 June 2010, the Group has entered into an agreement for the purchase of shares in Buforowa Sp. z o.o., the Company s related party which owns real property in Wrocław in the area of the Jagodno project. As at 31 December 2010, the Group did not yet perform the final evaluation of the increase of the useable floor space of the Jagodno project in relation to this transaction. 8

9 The table below presents a summary of information on the Group s development projects: Project name Comp any s share SPV in charge of implement ation Location Total No. of stages Area of land designated for the project in sq. m. Planned total usable area of units in sq. m. Estimated No. of units Nowa Rezydencja Królowej Marysieńki 100% ROBYG Developme nt Sp. z o.o. Warsaw, Wilanów 9 84, ,546 1,322 Szczęśliwy Dom 100% ROBYG Park Sp. z o.o. Warsaw, Ochota 3 13,596 18, Osiedle Zdrowa 85% ROBYG Wilanów II Sp. z o.o. Warsaw, Wilanów 5 51,800 62, City Apartments 75% ROBYG City Apartments Sp. z o.o. Warsaw, Żoliborz 7 57,815 97,989 1,272 Słoneczna Morena 100% ROBYG Morena Sp. z o.o. Gdańsk, Piecki Migowo , ,131 1,583 Albatross Towers 100% ROBYG Marina Sp. z o.o. Gdańsk, Przymorz e 5 21,140 49, Lawendowe Wzgórza (*) 100% ROBYG Jabłoniowa Gdańsk, Szadółki ,785 76,333 1,191 Jagodno (**) 100% Jagodno Estates Sp. z o.o. Wrocław, Jagodno 6 54,910 22, Total , ,195 7,533 Source: the Company (*)Robyg Jabłoniowa also owns an investment real property with an area of 273,570 sq.m. which, according to the Group s estimates, allows for construction of over 2500 units with a total useable floor space of over 153,000 sq.m. (**)The Group is considering the implementation of this project, but no final decision has been reached so far. Executed stages of development projects By the date of the approval of this report, the individual SPVs implemented the following stages of the development projects indicated below: No. of contracted units in respect of which: Name of the project project stages No. of units constructed Total usable area of units constructed in sq.m. Sales revenues have been recognized Sales revenues have not been recognized Total Nowa Rezydencja Królowej Marysieńki Stages I IV, VI and IX , Szczęśliwy Dom Stages I - III , Osiedle Zdrowa Stages I and IV ,

10 No. of contracted units in respect of which: Name of the project project stages No. of units constructed Total usable area of units constructed in sq.m. Sales revenues have been recognized Sales revenues have not been recognized Total City Apartments Stage I , Lawendowe Wzgórza Stage I , Słoneczna Morena Stage Ia , TOTAL... 1, ,799 1, ,660 Source: the Company The Group s business activities in 2010 Stages of development projects completed in 2010 In 2010, the Group completed the construction of Stage VI of the Nowa Rezydencja Królowej Marysieńki project and Stage IV of the Osiedle Zdrowa project in the Wilanów district of Warsaw, and also Stage I of the Lawendowe Wzgórza project and Stage Ia of the Słoneczna Morena project in Gdańsk. The table below presents a summary of the information regarding the stages of development projects that were completed in 2010: No. of contracted units in respect of which: Name of the project project stages No. of units constructed Total usable area of units constructed in sq.m. Sales revenues have been recognized Sales revenues have not been recognized Total Nowa Rezydencja Królowej Marysieńki Stage VI , Osiedle Zdrowa Stage IV , Lawendowe Wzgórza Stage I , Słoneczna Morena Stage Ia , TOTAL , Source: the Company 10

11 Stages of property development projects under implementation As at 31 December 2010, the Group is in the process of implementing Stage V of the Osiedle Zdrowa project, the combined Stages VIII X of the Nowa Rezydencja Królowej Marysieńki project in the Wilanów district of Warsaw, Stage II of the City Apartments project in the Żoliborz District of Warsaw, as well as Stage II of the Lawendowe Wzgórza project and Stage II of the Słoneczna Morena project in Gdańsk. The table below presents a summary of the information regarding the stages of development projects that the Group began to implement in 2010: Name of the project project stages No. of units to be constructed Total usable area of units to be constructed in sq. m. No. of units for which preliminary sales agreements have been signed Start of constructio n Completion of construction Nowa Rezydencja Królowej Marysieńki Stages VIII X... Osiedle Zdrowa Stage V... City Apartments Stage II... Lawendowe Wzgórza Stage II... Słoneczna Morena Stage II , Q Q , Q Q , Q Q , Q Q , Q Q TOTAL , Source: the Company In addition, the Group continued the implementation of Stage Ib of the Słoneczna Morena project composed of urban villa apartments which was started in 2009: Name of the project project stages Słoneczna Morena Stage Ib... Source: the Company No. of units to be constructed Total usable area of units to be constructed in sq. m. No. of units for which preliminary sales agreements have been signed Start of construction Planned Completion of construction 13 1,368 3 Q Q Planned stages of the property development projects in 2011 As at 31 December 2010, the Group was preparing an architectural design for the next stage, Stage VII, of the Nowa Rezydencja Królowej Marysieńki project as well as the next stage, Stage III, of the City Apartments project. In addition, the Group had a legally valid construction permit for Stage II of the Osiedle Zdrowa project and began its pre sale; as at 31 December 2010, 3 preliminary agreements were signed. The Group had legally valid construction permits for all stages of the Lawendowe Wzgórza project that were planned to be implemented in 2011 as well as a legally valid construction permit for Stage I of the Albatross 11

12 Towers project. In February 2011, the Group submitted a construction permit application for Stage III of the Słoneczna Morena project and had a construction permit for Stage V. The table below presents a summary of the information regarding the stages of development projects that the Group plans to launch in 2011: Name of the project project stages Planned No. of units Total usable area of units in sq. m. Planned start of construction Planned completion of construction Nowa Rezydencja Królowej Marysieńki Stage VII ,512 Q Q Osiedle Zdrowa Stage II ,400 Q Q Osiedle Zdrowa Stage III ,240 Q Q City Apartments Stage III 109 7,955 Q Q Lawendowe Wzgórza Stage III 90 4,500 Q Q Lawendowe Wzgórza Stage IV 70 3,500 Q Q Lawendowe Wzgórza Stage V 70 3,500 Q Q Słoneczna Morena Stage III 74 4,391 Q Q Słoneczna Morena Stage IV 63 4,361 Q Q Słoneczna Morena Stage V 25 3,393 Q Q Albatross Towers Stage I ,038 Q Q Albatross Towers Stage II 156 9,742 Q Q TOTAL 1,358 90,532 Source: the Company Planned stages of the property development projects in 2012 The table below presents a summary of the information regarding the stages of development projects that the Group plans to launch in 2012: Name of the project project stages Planned No. of units Total usable area of units in sq. m. Planned start of construction Planned completion of construction Nowa Rezydencja Królowej Marysieńki Stage VII ,603 Q Q City Apartments Stage IV ,350 Q Q Lawendowe Wzgórza Stage VI 114 5,700 Q Q Lawendowe Wzgórza Stage VII 160 8,000 Q Q Lawendowe Wzgórza Stage VIII 160 8,000 Q Q Słoneczna Morena Stage VI ,056 Q Q

13 Name of the project project stages Planned No. of units Total usable area of units in sq. m. Planned start of construction Planned completion of construction Słoneczna Morena Stage VII 23 2,981 Q Q Albatross Towers Stage III 136 9,740 Q Q TOTAL 1,186 76,430 Source: the Company Information about markets, clients, and sources of production materials In 2010, ROBYG S.A. implemented tasks related to organisation and ownership supervision over subsidiaries and also organised financing for their investment activities. The subsidiaries of ROBYG S.A. conducted activities through the continuation of the investments or preparing to start investments on the development market. Due to the nature of its business, the Company generates sales revenues mainly from recipients in the Capital Group, that is, its subsidiaries, and is not dependent on any external recipients. 4. EVENTS MATERIALLY AFFECTING THE COMPANY S OPERATIONS AND THE FINANCING OF THE OPERATIONS IN Information about credit facility agreements concluded and terminated in the given financial year As at 31 December 2010 and as at 31 December 2009, the Company did not have any bank credit facilities. In these periods, the Company did not obtain and repay any bank credit facilities. 4.2 Information about loans obtained by the Company from related parties in 2010 Lender The date of allocation of loan or a tranche The amount of loan or a tranche in currency (in thousands) Currency The amount of loan or a tranche in thousands PLN NANETTE Real Estate Group N.V. 09/04/2010 3,884 EUR(*) 15,000 Source: the Company Manner of calculation of interest Repayment Date EUROIBOR 3M + margin 31/12/2012 (*) on 15 June 2010, the loan currency was changed to PLN, at the same time, the loan interest rate was changed to WIBOR 3M + margin 4.3 Information about loans granted by the Company to related parties in 2010 Lender The date of allocation of loan or a tranche Currency The amount of loan or a tranche in thousands PLN Manner of calculation of interest Repayment Date ROBYG Morena Sp. z o.o. 24/02/2010 PLN 100 WIBOR 3M + margin 31/12/2011 ROBYG Morena Sp. z o.o. 25/02/2010 PLN 250 WIBOR 3M + margin 31/12/2011 ROBYG Morena Sp. z o.o. 23/03/2010 PLN 300 WIBOR 3M + margin 31/12/

14 ROBYG Morena Sp. z o.o. 12/05/2010 PLN 12,725 WIBOR 3M + margin 31/12/2011 ROBYG Morena Sp. z o.o. 04/08/2010 PLN 600 WIBOR 3M + margin 31/12/2011 ROBYG Morena Sp. z o.o. 31/08/2010 PLN 5,400 WIBOR 3M + margin 31/12/2011 ROBYG Morena Sp. z o.o. 05/10/2010 PLN 25,266 fixed 30/09/2013 fixed ROBYG Morena Sp. z o.o. 18/10/2010 PLN 32,800 30/09/2013 fixed ROBYG Morena Sp. z o.o. 24/12/2010 PLN 1,934 30/09/2013 ROBYG Construction Sp. z o.o. 26/11/2010 PLN 3,000 WIBOR 3M + margin 30/06/2011 ROBYG Wilanów II Sp. z o.o. 18/11/2010 PLN 2,490 WIBOR 3M + margin 31/12/2011 ROBYG Sp. z o.o.. (previously: ROBYG Wrocław I Sp. z o.o.) 05/02/2010 PLN 10 WIBOR 3M + margin 30/06/2011 ROBYG Sp. z o.o. (previously: ROBYG Wrocław I Sp. z o.o.) 07/07/2010 PLN 10 WIBOR 3M + margin 30/06/2011 ROBYG Sp. z o.o. (previously: ROBYG Wrocław I Sp. z o.o.) 16/11/2010 PLN 50 WIBOR 3M + margin 30/06/2011 ROBYG Marketing i Sprzedaż Sp. z o.o. (previously: ROBYG Wrocław II Sp. z o.o.) 05/02/2010 PLN 10 WIBOR 3M + margin 30/06/2011 ROBYG Marketing i Sprzedaż Sp. z o.o. (previously: ROBYG Wrocław II Sp. z o.o.) 12/04/2010 PLN 100 WIBOR 3M + margin 30/06/2011 ROBYG Marketing i Sprzedaż Sp. z o.o. (previously: ROBYG Wrocław II Sp. z o.o.) 07/05/2010 PLN 100 WIBOR 3M + margin 30/06/2011 Buforowa Sp.z o.o. 05/02/2010 PLN 10 WIBOR 3M + margin 30/06/2011 Buforowa Sp.z o.o. 29/04/2010 PLN 10 WIBOR 3M + margin 30/06/2011 Buforowa Sp.z o.o. 15/06/2010 PLN 15 WIBOR 3M + margin 30/06/2011 ROBYG Development Sp. z o.o. 16/07/2010 PLN 150 WIBOR 3M + margin 31/07/2011 ROBYG Development Sp. z o.o. 10/08/2010 PLN 300 WIBOR 3M + margin 31/07/2011 ROBYG Development Sp. z o.o. 31/08/2010 PLN 8,880 WIBOR 3M + margin 31/12/2010 ROBYG Zarządzanie Sp. z o.o. 05/11/2010 PLN 5,460 fixed 31/12/2013 fixed ROBYG Jabłoniowa Sp. z o.o. 05/11/2010 PLN 50 31/12/2013 fixed ROBYG Jabłoniowa Sp. z o.o. 18/11/2010 PLN /12/

15 ROBYG Jabłoniowa Sp. z o.o. 07/12/2010 PLN 770 ROBYG Marina Tower Sp. z o.o. 16/11/2010 PLN 5,000 ROBYG Marina Tower Sp. z o.o. 07/12/2010 PLN 5,000 Source: the Company 4.4 Information about related party loan agreements terminated in 2010 The Company did not terminate any related party loan agreements which existed in Issue of debentures fixed fixed fixed 31/12/ /11/ /11/2013 As at 31 December 2010, the Company issued the following tranches of debentures, the most important conditions of which have been described below: A Series On 1 October 2010 the Company issued 600,000 of bearer A series debentures each having the nominal value of PLN 100 within the public offering. The major conditions of the issued debentures are as follows: The total nominal value of the issued debentures amounted to PLN 60,000,000. The debentures bear fixed interest rate calculated from the issue date until the date of the debentures buy out. The interests are paid quarterly. Date of the debentures buy out is 3 years from the issue date. The debentures are secured with the bail mortgage on the land which is under the perpetual usufruct of Morena Sp. z o.o., a subsidiary of the Company. The total value of the bail mortgage amounts to PLN 76,035,000. The money raised from the debentures was used for the partial repayment of the bank credit facilities granted to ROBYG Morena Sp. z o.o., a subsidiary of the Company, by Bank Zachodni WBK S.A. and for the financing of the Słoneczna Morena project carried out by ROBYG Morena Sp. z o.o. in Gdańsk. B Series On 16 October 2010 the Company issued 200,000 of bearer B series debentures each having the nominal value of PLN 100 within the public offering. The major conditions of the issued debentures are as follows: The total nominal value of the debentures shall amount to PLN 20,000,000. The debentures bear fixed interest rate calculated from the issue date until the date of the debentures buy out. The interests are paid quarterly. Date of the debentures buy out is 3 years from the issue date. The debentures are secured with the bail mortgage on the land which is under the perpetual usufruct of ROBYG Marina Tower Sp. z o.o., which is 100% subsidiary of the Company. The total value of the bail mortgage will amount to PLN 25,008,000 which is equal to the maximum value of the issue and interest. C Series On 2 December 2010 the Company issued 227,507 of bearer C series debentures each having the nominal value of PLN 100 within the public offering. The major conditions of the issued debentures are as follows: 15

16 The total nominal value of the debentures shall amount to PLN 22,751,000. The debentures bear fixed interest rate calculated from the issue date until the date of the debentures buy out. The interests are paid quarterly. Date of the debentures buy out is 3 years from the issue date. The debentures are not secured. 4.6 Guarantees and warranties granted and received in 2010 Guarantees granted As at 31 December 2010, the Company was guarantor of the liabilities of its subsidiary ROBYG Jabłoniowa Sp. z o.o. in relation to the credit facility agreement dated 29 January 2008 concluded between the above mentioned subsidiary and Nordea Bank Polska S.A. The guarantees granted by the Company included as at this date: a guarantee granted by ROBYG S.A. up to PLN 60,000,000 in regard to the investment tranche financing the Lawendowe Wzgórza project being implemented by ROBYG Jabłoniowa Sp. z o.o. As at 31 December 2010, the Company was also guarantor of the liabilities of its subsidiary ROBYG City Apartments Sp. z o.o. in relation to the credit facility agreement dated 7 December 2007 concluded between the abovementioned subsidiary and Nordea Bank Polska S.A. The guarantees granted by the Company included as at this date: a guarantee granted by ROBYG S.A. up to PLN 55,000,000 in regard to the revolving tranche financing Stage I of the project being implemented by ROBYG City Apartments Sp. z o.o., a guarantee granted by ROBYG S.A. up to PLN 10,000,000 in regard to the repayment of interest on the investment tranche financing the project being implemented by ROBYG City Apartments Sp. z o.o. Guarantees received In 2010 and also in 2009, the Company did not receive any corporate or bank guarantees. 4.7 Other material events in 2010 Initial Public Offering of the Company s shares on the Warsaw Stock Exchange One of the most significant events that took place in 2010 was the initial public offering ( IPO ) of the Company s shares on the Warsaw Stock Exchange ( WSE ). As part of the IPO, the Company issued 39,000,000 new series F bearer shares with a nominal value of PLN 0.10 each, for the issue price of PLN 2 per share. On 3 November 2010, the first listing of the rights to shares of the Company took place on the WSE. The Group plans to use the proceeds generated from the share issue for the purchase of new land for development projects, especially in Warsaw. The increase of the share capital through the issue of the series F shares was registered on 3 December 2010 by the registration court. At the same time, 218,390,000 series A through E ordinary 16

17 bearer shares were introduced to exchange trading. The structure of the share capital as at 31 December 2010 has been presented below. Ownership structure Number of votes % of votes Number of shares % of held shares LBPOL William II S.A.R.L. 107,400, ,400, Nanette Real Estate Group N.V. 76,362, ,362, ROBYG B.V. 31,037, ,037, Other 42,590, ,590, TOTAL 257,390, % 257,390, % Source: the Company Other events On 26 January 2010, an agreement was concluded between, among others, the current shareholders of LBPOL William II SARL, Nanette Real Estate Group, and ROBYG B.V. (Significant Shareholders of the Company) specifying the terms pertaining to, among others, limitations in the disposal of the shares of the Company held by one member of the Management Board of the Company as well as OFCYN Management and Financing GmbH and describing the terms for granting a purchase option pertaining to shares held by one member of the Management Board of the Company to the other shareholders of the Company. In accordance with this agreement, the parties are obliged to ensure that after the Admission, an incentive scheme is implemented in the Company for the members of the Management Board, Supervisory Board, and employees of the Companies of the Group, in accordance with which, as part of the incentive scheme, the specified members of the Management Board and the Supervisory Board, as well as select employees of the Companies of the Group will be entitled to take up a maximum of 5,710,000 issue warrants, while each issue warrant will entitle the bearer to take up one share in the conditionally increased share capital of the Company, where in regard to the specified members of the Management Board and Supervisory Board, the shares will be taken up for an issue price that reflects the value of the Company of PLN 200,000,000 while in regard to the select employees of the Companies of the Group, the shares will be taken up for an issue price of PLN 0.10 per share. The right to take up 1/3 of the Shares covered by the incentive scheme will be granted to individual entitled persons after the end of each subsequent 12 months of employment (regardless of the legal basis for the employment) in the Group after the date of the first listing of the shares on the WSE, but no earlier than after the Company offers new shares of the Company which represent at least 10% of the share capital of the Company to third parties (i.e. new investors of the Company) or the sale by the Significant Shareholders of Shares that represent in total at least 10% of the share capital of the Company. The incentive scheme will be based on the conditional capital and the issue of subscription warrants. As at 31 December 2010, the General Meeting did not adopt any resolution regarding the issue of subscription warrants and the conditional increase of the share capital. On 27 January 2010, the Extraordinary General Meeting of the Company took place, at which there was a resolutions adopted regarding, among others, seeking the admission of the shares of the Company to trading on the regulated market of the Warsaw Stock Exchange as well as regarding changes to the Company s Articles of Association, including authorising the Management Board of the Company to increase the share capital of 17

18 the Company by no more than PLN 1,983,900 through the issue of no more than 19,839,000 new shares with a nominal value of PLN 0.10 each with regard to the authorised share capital with the possibility of excluding preemptive rights of the current shareholders of the Company. On 15 March 2010, Nanette Real Estate Group N.V. and ROBYG S.A. signed a loan agreement, pursuant to which Nanette Real Estate Group N.V. became obliged to grant a loan to ROBYG S.A. in the amount of PLN 20,000,000. This loan is to be used for the financing of the project being implemented by ROBYG Jabłoniowa Sp. z o.o. The aforementioned loan was not transferred by Nanette Real Estate Group N.V. to ROBYG S.A. by the date of the approval of this report. On 25 May 2010, the amounts of the guarantees granted by the Company to related parties were changed. After the aforementioned changes, the conditions of the guarantees granted by the Company are as follows: guarantee granted by the Company up to the amount of PLN 55,000,000 in regard to the revolving tranche financing the project being implemented by the subsidiary ROBYG City Apartments Sp. z o.o., guarantee granted by the Company up to the amount of PLN 10,000,000 in regard to the investment tranche financing the project being implemented by the subsidiary ROBYG City Apartments Sp. z o.o. In June 2010, the Company partially changed the currencies of loans received from the related party LBPOL William II S.A.R.L. in the total amount of EUR 3,544,000 (principal) and the loan received from the related party Nanette Real Estate Group N.V. in the amount of EUR 3,667,000 (principal) to PLN at the exchange rate of PLN/EUR. On 15 June 2010, the General Meeting of Shareholders of the Company adopted a resolution on the increase of the share capital of the Company from PLN 19,839,000 to PLN 21,839,000, that is, by PLN 2,000,000. The nominal value of the issued shares was PLN 0.10 per share, while the issue price for the newly issued shares was PLN 2 per share. The newly issued shares were taken up and covered by the following entities in the following manner: Nanette Real Estate Group N.V. took up 10,000,000 series E shares with a total nominal value of PLN 1,000,000 for the total issue price of PLN 20,000,000, where it covered this amount by offsetting the receivables of the Company from the uncovered contribution for the increase of the capital assumed by Nanette Real Estate Group N.V. with the liability of the Company towards Nanette Real Estate Group N.V. for the loans which it received, LBPOL William II S.A.R.L. took up 10,000,000 series E shares with a total nominal value of PLN 1,000,000 for the total issue price of PLN 20,000,000, where it covered this amount by offsetting the receivables of the Company from the uncovered contribution for the increase of the capital assumed by LBPOL William II S.A.R.L. with the liability of the Company towards LBPOL William II S.A.R.L. for the loans which it received. Recognition of the dividend from the subsidiary MZM Properties Sp. z o.o. In 2010, ROBYG S.A. recognised a dividend of PLN 7,313,000 declared by its subsidiary MZM Properties Sp. z o.o. 18

19 Recognition of the advanced payment for dividend from the subsidiary ROBYG Construction Sp. z o.o. In 2010, ROBYG S.A. recognised an advanced payment for dividend of PLN 4,479,000 declared by its subsidiary ROBYG Construction Sp. z o.o. Recognition of the advanced payment for dividend from the subsidiary ROBYG Development Sp. z o.o. In 2010, ROBYG S.A. recognised an advanced payment for dividend of PLN 35,000,000 declared by its subsidiary ROBYG Development Sp. z o.o. Recognition of the dividend from the subsidiary ROBYG Wilanów II Sp. z o.o. In 2010, ROBYG S.A. recognised a dividend of PLN 4,250,000 declared by its subsidiary ROBYG Wilanów II Sp. z o.o. Liabilities under the issue of bills of exchange purchased by MZM Properties Sp. z o.o. In the period from 1 January 2010 to 31 December 2010, the Company issued bills of exchange with a nominal value of PLN 15,599,000 to MZM Properties Sp. z o.o. At the same time, in the aforementioned period, the Company redeemed bills of exchange with a value of PLN 9,055,000 (of which PLN 9,000,000 constituted the nominal value of the notes, while PLN 55,000 constituted the accrued interest). The balance sheet value of the liabilities under bills of exchange issued to MZM properties Sp. z o.o. as at 31 December 2010 was PLN 6,806000, of which PLN 6,559,000 was the nominal value of the notes, while PLN 247,000 was the accrued interest. Liabilities under the issue of bonds purchased by ROBYG Park Sp. z o.o. As at 1 January 2010, the balance of the liabilities of the Company regarding ROBYG Park Sp. z o.o. under the issue of bonds was PLN 3.827,000. In the period from 1 January 2010 to 31 December 2010, the Company did not issue any new bonds. The accrued discount on the debt notes in the aforementioned period was PLN 69,000. At the same time, in the aforementioned period, the Company redeemed bonds with a total value of PLN 3,896,000 (taking into account the discount settled in the scope of the redemption, totalling PLN 69,000 for the aforementioned period). As at 31 December 2010 tere were no liabilities from bonds issued to ROBYG Park Sp. z o.o. on the balance sheet of the Company. 4.8 Description of the use of the proceeds from the issue of securities in the period covered by the report In 2010, the Company debuted on the Warsaw Stock Exchange and conducted an initial public offering of shares, the proceeds from which the Company intends to use for the purchase of land for the implementation of new development projects. These proceeds have not been used by the date of this report. In 2010, the Company completed three issues of debentures. The proceeds from the issue of A series debentures in the amount of PLN 60,000,000 were designated for the partial repayment of the debt under bank credit facility agreements concluded by ROBYG Morena Sp. z o.o., a subsidiary of the Company, with Bank Zachodni WBK S.A., as well as for the financing of the Słoneczna Morena development project being implemented by ROBYG Morena Sp. z o.o. in Gdańsk. The proceeds from the issue of B series debentures in the amount of PLN 20,000,000 and the proceeds from the issue of C series debentures in the amount of PLN 22,751,000 were designated for the partial repayment of loans granted to the Company and the Group by the Significant Shareholders and their related parties as well as for the implementation of other development projects of the Group. 19

20 4.9 Information about significant transactions concluded by the Company or its subsidiary with related entities on terms and conditions other than market conditions The Company did not concluded transactions with related entities on terms and conditions other than market conditions. 5 THE ECONOMIC, FINANCIAL AND REVENUE SITUATION OF THE COMPANY IN 2010 Summary of the most important items from profit and loss account and balance sheet of ROBYG S.A. (all amounts in thousands PLN) As at 31 December 2010 and for the year ended 31 December 2010 As at 31 December 2009 and for the year ended 31 December 2009 Change Change (%) Non current assets 473, ,944 38,607 9 Current assets 158,956 28, , Equity 519, , , Liabilities and provisions for liabilities 112,513 80,801 31, Total assets 632, , , Sales revenues 57,633 13,211 44, Gross profit from sales 26,015 9,243 16, Other operating income 4,344 (4,344) (100) Other operting costs (3) (4) 1 (25) Finance income Finance costs (137) (23) (114) 496 Net profit 19,485 10,876 8, Source: Financial statements of ROBYG S.A. for the year ended 31 December Profit and loss account Year ended 31 December 2010 Year ended 31 December 2009 Sales of services 57,633 13,211 Sales revenues 57,633 13,211 Cost of sales (31,618) (3,968) Gross profit from sales 26,015 9,243 Other income 4,344 Selling and distribution expenses (168) (182) Administrative expenses (7,376) (2,620) Other expenses (3) (4) Profit/(Loss) from operating activities 18,468 10,781 Finance income Finance costs (137) (23) Profit before tax 19,129 11,373 Income tax 356 (497) Net profit from continuing operations 19,485 10,876 Net profit for the financial year 19,485 10,876 Other comprehensive income, net of tax TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 19,485 10,480 20

21 Source: Financial statements of ROBYG S.A. for the year ended 31 December Balance sheet ASSETS As at 31 December 2010 As at 31 December 2009 Non current assets Property, plant and equipment Intangible assets Other financial assets (non current) 472, ,677 Deferred tax asset , ,944 Current assets Trade and other receivables 11,033 1,393 Income tax receivables Other financial assets 25,529 14,982 Prepayments 216 1,054 Cash and cash equivalents 122,163 10, ,956 28,381 TOTAL ASSETS 632, ,325 EQUITY AND LIABILITIES As at 31 December 2010 As at 31 December 2009 Equity Share capital 25,739 19,839 Share premium 474, ,258 Retained earnings /(Losses not covered) 19, , ,524 Non current liabilities Interest bearing loans, debentures and other debt securities 101,109 59,308 Other liabilities 101,109 59,308 Current liabilities Trade and other payables 1,249 5,263 Current part of interest bearing loans, debentures and other debt securities 9,857 15,845 Accruals ,404 21,493 Total liabilities 112,513 80,801 TOTAL EQUITY AND LIABILITIES 632, ,325 Source: Financial statements of ROBYG S.A. for the year ended 31 December2010. Economic situation The increase in non current assets from PLN 434,944,000 at the end of 2009 to PLN 473,551,000 at the end of 2010, that is, by PLN 38,607,000 (9%) was mainly the result of the fact that in 2010, the Company continued to grant loans to subsidiaries, which it began to do in This resulted in an increase in other financial assets indicated as part of non current assets. The increase in current assets from PLN 28,381,000 at the end of 2009 to PLN 158,956,000 at the end of 2010, that is, by PLN 130,563,000 (460%) was mainly the result of an increase in the cash of the Company from PLN 21