Annual Financial Statements. as of 31 December 2011

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1 1 MAN Grundstücksgesellschaft mit beschränkter Haftung Oberhausen Annual Financial Statements as of 31 December 2011 This is a translation of the German original for information purposes only. In the event of discrepancies between the German language version and any translation thereof, the German language version will prevail.

2 2 MAN Grundstücksgesellschaft mit beschränkter Haftung Contents page Income Statement 3 Balance Sheet 4 Notes 5

3 3 Income statement for the period from January 1 to December 31, 2011 Note General and administrative expenses (1) ,00-697, Other operating income (2) 109, , Other operating expenses (3) -75, , Other interest and similar income 35, , thereof from affiliated companies 35, , Interest and similar expenses (4) -125, , Net operating income -223, , Extraordinary result (5) , Net loss for the period -223, ,158, Loss assumption 233, ,158, Net retained profits

4 4 Balance sheet as of December 31, 2011 Assets Note Dec. 31, 2011 Dec. 31, 2010 Intangible assets Fixed assets (6) Trade receivables Receivables from affiliated companies 51, , Other assets 49, , Cash and cash equivalents (7) 3,800, ,939, Current assets 3,902, ,074, ,902, ,074, Equity and liabilities Note Dec. 31, 2011 Dec. 31, 2010 Subscribed capital 2,557, ,557, Equity (8) 2,557, ,557, Provisions for pensions (9) 1,275, ,302, Other provisions Provisions 1,276, ,302, Trade payables , Other liabilities (10) 69, , Liabilities 69, , ,902, ,074,416.65

5 5 MAN Grundstücksgesellschaft mit beschränkter Haftung Oberhausen Notes for the Fiscal Year January 1 to December 31, 2011

6 6 Basis of presentation MAN Grundstücksgesellschaft mbh is a small company pursuant to section 267 of the Handelsgesetzbuch (HGB German Commercial Code). The Company has its registered office in Oberhausen (Duisburg Local Court, HR B 11912). The annual financial statements of MAN Grundstücksgesellschaft mbh for the fiscal year January 1 to December 31, 2011 were prepared in accordance with the provisions of the HGB as set out in the Bilanzrechtsmodernisierungsgesetz (BilMoG German Accounting Law Reform Act). To increase the clarity of presentation, individual items have been combined in the balance sheet and in the income statement. These items are disclosed separately in the notes. The income statement is structured based on the cost of sales (function of expense) format. The object of the Company is the purchase and sale of real estate and land rights (Liegenschaften) or equivalent rights, as well as developing, renting and/or leasing and managing properties; assumption of management of properties of MAN SE and the provision of professional advice in real estate matters in relation to this affiliated company and concluding individual transactions as well as valuation of real estate; the purchase, sale and management of mining easements; the agricultural and forestry usage of real estate as well as the sale of products from property; the Company is entitled to purchase companies and to hold stakes in companies as well as to conclude joint venture, intercompany and similar agreements. The shareholder of MAN Grundstücksgesellschaft mbh is MAN SE, Munich. A domination and profit and loss transfer agreement is in place with MAN SE with registered office in Munich (Munich Local Court) HRB There is a tax consolidation group for corporation tax, trade tax and VAT purposes with MAN SE, Munich.

7 7 Accounting policies Intangible assets Acquired intangible assets are carried at cost and are amortized over their useful life of three years, using the straight-line method. Current assets Receivables and other assets are carried at their principal amounts. Cash and cash equivalents are carried at their principal amounts. Netting assets, earnings and expenses Assets which are reserved for liabilities arising from pension commitments, and which are exempted from seizure by other creditors, are measured at fair value. Earnings and expenses relating to these assets are netted against expenses arising from compounding the respective liability and are reflected under the interest results. These assets are netted against the respective underlying liability. If such netting results in an excess in liabilities, the excess is recognized under provisions. Pensions and similar liabilities Pension provisions are determined using the projected unit credit method, under which the future benefit obligations are determined on the basis of the proportionate benefit entitlements earned by the end of the reporting period and are discounted to its present cash value. Assumptions about the future development of certain parameters which affect the amount of future benefits are taken into account in the determination. The discount rate applied is the discount interest rate applicable to a remaining maturity term of 15 years as published by the German Bundesbank. Pension provisions are reduced by the fair value of plan assets which are used to cover benefit obligations (for information in this regard please refer to Netting assets, earnings and expenses ).

8 8 Other provisions, liabilities The remaining provisions reflect uncertain liabilities. When determining uncertain liabilities, all noticeable risks have to be taken into account, including future increases of prices and cost. Liabilities are carried at their redemption amount. Balance sheet and income statement disclosures (1) General and administrative expenses Wages and salaries -231, , Social security and retirement and other benefit expenses -25, , Costs of materials for the administration 89, , , , (2) Other operating income Other operating income includes income from cost allocations in the amount of 109, (previous year: 108,000.00). (3) Other operating expenses Other operating income primarily includes expenses from cost allocations in the amount of 84, (previous year: 85,543.17). Other operating income includes income from cost allocations in the amount of 1, (previous year: 1,444.64). (4) Interest and similar expenses The interest expenses in the amount of 125, (previous year: 38,859.42) mainly relate to interest from pension provisions. For further information about the interest on pension liabilities, see Netting assets, earnings and expenses. (5) Extraordinary result The previous year's extraordinary result included expenses from the first-time application of the BilMoG provisions.

9 9 (6) Changes in fixed assets Cost Cumulative depreciation, amortization and write-downs Net carrying amounts As of Additions Disposals As of As of Additions Disposals As of As of As of Jan. 1, 2011 Dec. 31, 2011 Jan. 1, 2011 Dec. 31, 2011 Dec. 31, 2011 Dec. 31, 2010 Intangible assets Concessions, industrial and similar rights and assets, and licenses in such rights and assets 166, , , , , , , , Fixed assets 166, , , ,

10 10 (7) Cash and cash equivalents Dec. 31, 2011 Dec. 31, 2010 Receivables from financial transfer with affiliated companies 3,577, ,780, Receivables from profit transfer 223, ,158, ,800, ,939, (8) Equity The share capital of MAN Grundstücksgesellschaft mbh remains unchanged at 2,557 thousand. (9) Provisions for pensions The pension plans include mainly direct defined benefit obligations. The pension schemes of the MAN group, the MAN profit-sharing and pension plan and the separate pension plan for senior managers and directors provide employer contributions that are tied to their remuneration. They can make additional provision through deferred compensation which is employersubsidized for staff subject to collective bargaining agreements. The employer and employee-funded contributions plus returns on capital market investments allow staff to accumulate plan assets during their active employment that are paid out as a lump sum or in installments on retirement, or that can be annuitized in certain cases. The risk of the investments is gradually reduced as employees get older (lifecycle concept). The performance of the plan assets is directly linked to the capital markets and is determined by a basket of indices and other suitable parameters. Former employees, pensioners, and employees with vested benefits who have left MAN Group have benefit commitments from a variety of old pension plans, most of which are designed to provide lifelong pension payments. The pension assets of MAN Grundstücksgesellschaft mbh are administered by MAN Pension Trust e.v. These assets are irrevocably protected from recourse by MAN Grundstücksgesellschaft mbh and may only be used to fund current pension benefit payments or to settle claims by employees in the event of insolvency. The valuation was based on the following parameters: Dec. 31, 2011 Dec. 31, 2010 Technical interest rate 5.14% 5.15% Future pension increases 2.00% 2.00% Future pay increases 2.75% 2.75%

11 11 For those cases where the employment relationship is terminated without entitlement to benefits, we have assumed a fluctuation probability specific to the company. The biometric principles of calculation are based on the tables 2005 G of Prof. Klaus Heubeck which were adjusted in accordance with specific past experience of MAN. Development of liability thousand Pension assets as of Jan. 1, ,398 Allocation of interest -116 Allocation of personnel expenses 43 Payments / Employee contributions 119 Pension liabilities as of Dec. 31, ,357 Change in pension assets Pension assets as of Jan. 1, ,096 Results from pension assets 13 Other changes -5 Change in value due to market valuations -23 Fair value of pension assets as of Dec. 31, ,081 Provisions for pensions -1,276 The items recognised in profit or loss from the cover assets ( -10 thousand) were combined with the allocated interest ( -116 thousand) in accordance with section 246(2) sentence 2 HGB. The result, in the amount of -126 thousand, is included in net interest income under interest from pension provisions. The fair values of the netted assets were determined on an arms-length basis. (8) Other liabilities Dec. 31, 2011 Dec. 31, 2010 Other liabilities 69, , thereof from taxes 7, , thereof relating to social security 6, , , , Of other liabilities, 66, has a remaining maturity term of less than one year (previous year: 208,142.90).

12 12 Other disclosures Company directors Wolfgang Betz, Senior Vice President MAN SE General Counsel Jochen Hanke, Senior Vice President MAN SE Accounting Oberhausen, May 14, 2012 MAN Grundstücksgesellschaft mit beschränkter Haftung Company directors Betz Hanke

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