Plaza Centers N.V. - Preliminary Results

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Thu Mar 27, 2008 3:01am EDT

RNS Number:8660Q
Plaza Centers N.V.
27 March 2008

27 March 2008

                               PLAZA CENTERS N.V.

            Preliminary Results for the year ended 31 December 2007

 PLAZA REPORTS RECORD PROFITS, STRONG GROWTH, THE COMPLETION AND REALIZATION OF 
           DEVELOPMENTS AND EXCELLENT PROGRESS ACROSS ITS PORTFOLIO 

               - First dividend payment of €57 million expected -

Plaza Centers N.V. ("Plaza" / "Company" / "Group"), a leading emerging markets
property developer, today announces its preliminary results for the year ended
31 December 2007.

Financial highlights:

•         Profit before tax of €227 million (2006: €14.7 million) owing to the
disposal of assets in Hungary and Poland

•         Gross revenues and gains from sale and operations of properties of
€510 million (2006: €74 million), with no revaluation gains, as per the Group's
policy

•         Basic and diluted EPS of €0.78 and €0.77 (2006: both €0.27), an
increase of c. 190%

•         Net Asset Value up 31% to €1.06 billion (IPO at October 2006: €809
million; 30 June 2007: €1.02 billion)

•         Net Asset Value per share £2.68 (at IPO: £1.90; 30 June 2007:
£2.37)

•         Estimated value of portfolio on completion of €3.5 billion (30 June
2007: €2.7 billion)

•         Increase to €298 million on balance sheet of real estate trading
properties being developed for future sale (31 December 2006: €160 million)

•         Total assets of €761 million (31 December 2006: €475 million)

•         Gross proceeds raised of New Israeli Shekels ("NIS") 305 million
(approximately €53.3 million) from an issue of unsecured non-convertible notes
(series A notes) to Israeli institutional investors in July 2007

•         Current cash position of circa €400 million; €93 million at the year
end (31 December 2006: €219 million) with working capital of €625 million (31
December 2006: €324 million)

•         First dividend payment of €57 million expected, reflecting 
£0.14 per share expected to be paid in June 2008, with ex dividend date of 
28 May 2008 and record date of 30 May, 2008.

Operational highlights in the reporting period:

•         Since November 2006, Plaza has utilised 100% of the IPO proceeds for
its active acquisitions programme and the ongoing delivery and completion of its
development schemes

•         Sale of Arena Plaza in Budapest, the largest shopping centre in
Hungary and one of the biggest in Central and Eastern Europe ("CEE"), to Active
Asset Investment Management Plc ("aAIM") for approximately €381 million.  The
centre was 100% let on opening

•         Successful opening and handover of Sosnowiec Plaza, Lublin Plaza and
Rybnik Plaza in Poland. All shopping malls were 100% let on opening, resulting
in a higher closing consideration paid to the Company than disclosed in the
Company's Prospectus

•         Plzen Plaza in the Czech Republic opened with 100% occupancy

•         Dual listing on the Warsaw Stock Exchange ("WSE"), to allow higher
liquidity and fulfil local investors' demand; Plaza is the first property
company with a dual listing on both the London Main Board and the WSE

•         Acquisition of four developments in Romania: Timisoara (Gross Lettable
Area ("GLA") of 41,000 sqm shopping and entertainment with 30,000sqm of office
space), Miercurea Ciuc (GLA of 14,000 sqm), Iasi (41,000 sqm of shopping space
and 30,000 sqm of office space) and Slatina (GLA of 21,000 sqm)

•         Joint venture partnership created with BAS Development ("BAS") to
develop seven residential and office projects in three of Romania's largest
cities: Bucharest, Brasov and Ploiesti

•         Additional development project acquired in Poland in the city of Torun
for shopping and entertainment centre development with GLA of c. 45,000 sqm

•         Purchase of land for an additional housing development in the Roztoky
suburb of Prague in the Czech Republic

•         Second and third mixed-use joint venture development projects acquired
in India in the Kharadi district of Pune and in Trivandrum, the capital city of
the State of Kerala, with a combined Gross Built Area ("GBA") of approximately
420,000 sqm

•         Presence firmly secured in Serbia winning a tender process run by the
Government of Serbia for the development of a new shopping, entertainment and
business centre in Belgrade with a GBA of 90,000 sqm, and purchasing two
additional plots in Belgrade and Kragujevac with a combined GLA of 65,000 sqm

•         First project acquired in Shumen, Bulgaria with a GLA of 18,000 sqm

•         A stake of 35% acquired in Uj Udvar shopping Centre in Budapest,
Hungary (GLA 16,000 sqm), for renovation and future sale.



Key highlights since the period end:

•         Gross proceeds raised of New Israeli Shekels ("NIS") 713.5 million
(approximately €137 million) from the issue of unsecured non-convertible series
B notes (series B notes) in Israel in February 2008 and their registration for
trade on the Tel Aviv Stock Exchange (TASE), along with the registration of
Series A notes

•         Acquisition of a new project in Poland in the city of Kielce (GLA
40,000 sqm)

•         Two further projects acquired in Romania, in Honedoara (GLA 20,000
sqm) and in Targu Mures (GLA 30,000 sqm). Plaza's sixth and seventh projects in
Romania will both be developed into western-style shopping centres.



Commenting on the results, Mordechay Zisser, Chairman of Plaza Centers, said:

"Plaza has become a significant force over the last twelve years in its
established markets in Central and Eastern Europe. We are now reaping the
benefit of this experience as we expand into new countries such as India,
Serbia, Bulgaria, Slovakia, Ukraine and Russia. We continue to drive our
acquisitions programme as shown by the three projects acquired since the year
end and have built an exciting pipeline of assets, which we expect to bring to
fruition during 2008 and in the following years.

"As a result of our disposals we are delighted to be in a position to announce
our first dividend payment, expected to be €0.14 per share, payable in June. We
continue to make excellent progress with our core strategy of offering
western-style shopping and entertainment facilities to a growing middle class
and an increasingly affluent consumer base and look forward to the future with
considerable excitement and confidence."


Ran Shtarkman, the Company's President and CEO, added:

"Despite the global economic slowdown, we continue to see strong demand for our
high quality shopping and entertainment centres, from both tenants and
investors. This has ensured that we have successfully been able to progress our
business model and drive to expand our international presence.

"With current cash balances of circa. €400 million, we see exciting
opportunities for Plaza to expand its portfolio and to take part in attractive
new investments in real estate, broadly unaffected by conditions in the current
credit markets.

"Our diversification into India also creates the opportunity for Plaza to
continue to expand and enjoy high rates of return as demonstrated in the past. A
middle class population of over 250 million can support such expansion and
returns for many years.

"We also continue to examine other future emerging market opportunities, which
we consider to offer strong potential consumer demand for Plaza's development
projects. We are confident that the Company will achieve its goal to complete at
least four to five developments each year and, thereby, deliver strong income
and capital growth for our shareholders. We look forward to continued progress
in 2008."



For further details please contact:

Plaza
Mordechay Zisser, Chairman                                       +972 3 6086000
Ran Shtarkman, President and CEO                                 +36 1 462 7221
Roy Linden, CFO                                                  +36 1 462 7105

Financial Dynamics
Stephanie Highett/Laurence Jones                                 +44 20 7831 3113



Notes to Editors

Plaza Centers N.V. (www.plazacenters.com) is a leading emerging markets
developer of shopping and entertainment centres. It focuses on constructing new
centres and, where there is significant redevelopment potential, redeveloping
existing centres in both capital cities and important regional centres. The
Company is dual listed on the Main Board of the London Stock Exchange and, as of
19 October 2007, the Warsaw Stock Exchange (LSE:"PLAZ", WSE: "PLZ/PLAZACNTR").
Plaza Centers N.V. is an indirect subsidiary of Elbit Imaging Ltd. ("EI"), an
Israeli public company whose shares are traded on both the Tel Aviv Stock
Exchange in Israel and the NASDAQ Global Market in the United States.

Plaza Centers is a member of the Europe Israel Group of companies which is
controlled by its founder, Mr Mordechay Zisser. It has been active in real
estate development in emerging markets for over 12 years.


CHAIRMAN'S STATEMENT

We are delighted to report excellent progress across all Plaza's operations in
the year ended 31 December 2007 and in the period since the Company's year end.
During this time, we have not only consolidated our strong position in our
established markets, but also secured sites in new locations such as Serbia and
Bulgaria, and entering a new continent with our investments in India.  All the
countries share demographic and socio-economic changes which support our
business rationale for entering these promising markets.

In many senses, Plaza has achieved some major milestones in the period since 1
January 2007:

•         We extended our portfolio of projects to 30;

•         We have continued successfully to source exciting new opportunities
across all our target markets;

•         Through the sale and completion of assets - most notably Arena Plaza -
we achieved a profit before tax of €227 million;

•         Through a period of challenging conditions in the financial markets,
we have raised substantial support through the bond market in Israel in two
over-subscribed offerings;

•         The strength of the Company's performance and financial position has
enabled us to meet our strategic promise to pay our first dividend to
shareholders - subject to their approval - expected in June 2008; and

•         In the last quarter of the year, we achieved a dual listing of our
shares on the Warsaw Stock Exchange, thereby cementing our presence in Poland.

Results

We ended 2007 with gross revenues of €510 million and a net profit of €227
million, resulting mainly from the sales of Arena Plaza in Budapest, Hungary,
the Rybnik, Sosnowiec and Lublin Plazas in Poland and the Duna Plaza offices in
Budapest, Hungary. The resulting rise in basic and diluted EPS was 190% to €0.78
and €0.77, respectively.

In this era where many companies present profits which result mainly from
accounting revaluations, the Group has maintained its policy of not revaluing
its inventory of real estate under construction. The result is that our profits
are derived from pure cash gains that constitute real value to shareholders.

During the year, we invested heavily in existing assets under construction as
well as continuing to acquire sites to build a substantial future pipeline. Our
total investment in real estate inventories under construction ("trading
properties") at year end 2007 amounted to €298 million and we expect to present
significant revenues out of these inventories in 2009 and onwards.

Plaza has a current cash position of €400 million as at today's date, arising
mainly from the gross proceeds of approximately €137 million from the recent
bond issue in Israel and the receipt of €265 million from the sale of Arena
Plaza, net of investments in current projects and new pipeline projects. It is
gratifying that, in the face of tightening conditions in the world's financial
markets, the Company continues to be very strongly placed to develop out its
existing portfolio of projects and acquire new sites, thereby ensuring its
ability to create and deliver value to its shareholders.

NAV

The Company's portfolio as at December 31, 2007 was valued by King Sturge LLP
and their summary valuation is shown below.

The Company saw a significant increase in the value of some of its assets,
especially in regard to the Arena Plaza in Budapest which was valued at €333
million at IPO and was sold to aAIM for circa €381 million. The three shopping
and entertainment centres sold in Poland were also handed over at a price higher
than their value estimated at IPO. All shopping malls were 100% let on opening,
resulting in a higher closing consideration paid to the Company than disclosed
in the Company's Prospectus and a combined total market value for the three
properties of €129.1 million (Plaza's share), an increase of €26.6 million
compared to the estimated value at the time of the Company's IPO. In addition,
nine new assets were acquired and valued post the prior valuation which was done
as at June 30, 2007 and by December 31, 2007, which resulted in a substantial
increase in the Company's Net Asset Value.



The Company's NAV was calculated as follows:


Use                                                                                  EUR (Thousand)
Market value of land and projects by King Sturge LLP (1)                                802,530
Assets minus liabilities as at December 31, 2007 (2)                                    260,058
Total                                                                                 1,062,588



(1)   per valuation attached below
(2)   excluding book value of assets which were valued by King Sturge LLP



The resulting NAV per share is £2.68 (30 June 2007: £2.37), a 41%
increase compared to the IPO value and a 13% increase compared to 30 June 2007.

Strategic direction

The Company has been active in emerging markets in the CEE since 1996, when it
pioneered and opened the first western-style shopping and entertainment centre
in the CEE in Hungary and began to implement its vision of offering
western-style shopping and entertainment facilities to a growing middle class
and an increasingly affluent consumer base.

The strategy set out in the Company's Admission Document remains unchanged. We
aim to:

•         develop four to five modern western-style shopping and entertainment
centres per year in the capital and regional cities of selected countries,
primarily in CEE (focusing on the medium term in Poland, Czech Republic,
Romania, Serbia, Bulgaria, Slovakia and Greece) and mixed use developments in
Ukraine, Russia and India for the medium and long term;

•         acquire operating shopping centres that show significant redevelopment
potential (either as individual assets or as portfolios) for refurbishment and
subsequent re-sale;

•         pre-sell, where prevailing market and economic conditions are
favourable, the centres prior to, or after, commencement of construction or
redevelopment; and

•         where the opportunity exists in CEE and India, extend its developments
beyond shopping and entertainment centres by leveraging its strengths and
drawing upon the experience and skills of the Company's executive management
team and the Europe Israel Group to participate in residential, hotel, offices
and other development schemes where such developments form part of integrated
large scale business and leisure developments. Examples include Dream Island,
with 350,000 sqm GBA which will be developed as a major hotel, recreation
facilities, casino, business and leisure complex and is located on the southern
end of Obuda Island in the Danube River in central Budapest.

Unlike the rest of the world, which has several substantial gambling led leisure
and entertainment resorts such as Las Vegas and Macau, Europe still lacks these
types of destinations,   mainly due to bureaucratic issues which prevent permits
being granted. Our Dream Island development is in a prime location in the middle
of Continental Europe, which over 350 million people can access within two hours
flying time. During 2008, we are tendering for the casino permits from the
Hungarian state for the development. As soon as those are received, we will
proceed with our development in a highly focused manner and will thereby create
a leading resort which will have a high impact throughout Continental Europe.

Apart from this, our next priority is the Casa Radio mixed use project which
comprises a total of 360,000 sqm GBA in Bucharest's city centre and will include
one of the largest and most prestigious shopping centres in the CEE.

We look forward with confidence to building upon our proven and successful
business model to expand the Company's activities both within the CEE region and
in new territories such as India and thereby driving income and capital growth
on behalf of our shareholders.

Key events

Since its Admission to the LSE in November 2006, Plaza has invested all of the
gross proceeds from its IPO, totalling £166 million, through the acquisition of
19 projects and from capital expenditure on the construction and delivery of our
existing schemes.

In October, Plaza shares were listed in Poland, becoming the first property
company to achieve a dual listing on the Main Board of the London Stock Exchange
and The Warsaw Stock Exchange. This dual listing is aimed to generate increased
liquidity in the shares, and to enable the growing investor appetite both in
Poland and the wider CEE region, to invest in the Company through a local stock
exchange.

Earlier in the year, Maalot, The Israeli affiliate of  Standard & Poor's Rating
Services, approved a rating of "A+/positive", for Plaza to raise new debt up to
the amount of US$400 million. This enabled the company to raise €53.3 million,
via the private issuance of unsecured non-convertible Notes to institutional
investors in Israel. Since the year end, the Company has raised a further €137
million, via a public offering of Notes to Israeli investors.

This raising of debt, in increasingly uncertain credit markets shows the
confidence from investors in our ability to deliver on our goals, and provides
us with substantial additional financial flexibility and firepower to continue
with our acquisition and development programme.

Plaza today, equipped with high cash balances and ability to raise additional
debt, is extremely well positioned in these times of liquidity shortage in the
financial markets in Europe. We forecast that the current financial crises will
present significant opportunities to acquire real estates assets in attractive
terms, and Plaza is highly positioned to enjoy such opportunities.

Portfolio progress

The Company is currently engaged in 30 assets and projects under development
located across the Central and Eastern European region and in India. The
location of the assets under development, as well as office buildings, is
summarised as follows:


                                                       Number of assets
Location                                Under development                  Offices
Romania                                         7                             1
Poland                                          5                             -
Czech Republic                                5 (*)                           1
Hungary                                         4                             1
Serbia                                          3                             -
India                                           3                             -
Greece                                          1                             -
Latvia                                          1                             -
Bulgaria                                        1                             -
Total                                          30                             3

(*) including Pilzen which was completed and is pre-sold to Klepierre, handover
is anticipated soon.

The Company invested a total of €152 million in 13 acquisitions and joint
ventures during the year. These were a shopping & entertainment development
scheme in Torun in Poland; two joint venture projects in India; an existing
shopping centre in Budapest, Hungary which shows significant redevelopment
potential for refurbishment and subsequent sale; a residential project in
Roztoky in the Czech Republic; and the acquisition of four sites in Romania at
Timisoara, Miercurea Ciuc, Slatina and Iasi for shopping and retail-led mixed
use developments. In addition, Plaza has penetrated into two new countries,
Serbia and Bulgaria with four new developments. The Serbian projects include two
in Belgrade (totalling GLA of 130,000 sqm) and one in Kragujevac (24,500 sqm),
while the Bulgarian project comprising GLA of 18,000 sqm is located in Shumen.

In addition, the Company created the Plaza-BAS joint venture with 50.1% stake to
construct residential units and office space in Romania, currently the venture
holds stakes in seven developments in three major cities in Romania.

Subsequent to the year end, we have acquired additional three plots for shopping
& entertainment developments: one in Kielce, Poland and two in Romania- in
Honedoara and in Targu Mures.

We are extremely enthusiastic about our entry into the dynamic Indian market
with three large-scale retail led mixed used developments, and we expect to
continue to significantly expand our portfolio there over the next coming years.
In general, the scale of our developments in India is larger than that in the
CEE, due to the country's enormous population. In India, there are approximately
250 million middle class people and it is our belief that this serves as a sound
base for many years of Plaza operating profitably in that emerging market.

In addition, in a busy period of disposals, Plaza has undertaken a number of
significant transactions. The most important of these was the sale of Arena
Plaza in Budapest, the largest shopping centre in Hungary and amongst the
largest in Central and Eastern Europe, to Active Asset Investment Management Plc
("aAIM"). The transaction price amounted to €381 million compared to the
estimated value at the time of the Company's London IPO of €333 million.

In addition, we have sold our 50% stake in Lublin Plaza, as well as our stakes
in Rybnik Plaza and Sosnowiec Plaza in Poland to Klepierre SA. All three were
100% let on opening in 2007 and had a market value of €129.1 million (Plaza's
share) compared to the estimated value of approximately €102.5 million at the
time of the Company's IPO.

Since November 2006, Plaza has utilised 100% of the IPO proceeds for its active
acquisitions programme and the ongoing delivery and completion of its
development schemes. During 2007, Plaza invested gross sums as follows:


Use                                                                                 EUR (m)
Finance of current developments                                                       265
Acquisition of pipeline projects in the CEE                                           130
Expansion of operations in India                                                      30
Total                                                                                 425


Dividend Policy

The basis of the Company's stated dividend policy is to reflect the long-term
earnings and cash flow potential of the Group, taking into account the Group's
capital requirements, while at the same time maintaining an appropriate level of
dividend cover.

In Plaza's Interim Results announcement in September 2007, the Directors
outlined their intention to make distributions based on the annual net profits
of the Group starting with the 2007 financial year.

In light of the Company's strong performance, owing to the highly profitable
disposal of assets, the Board of Directors will seek shareholders' approval at
the annual general meeting on 27 May, 2008 for a maiden dividend of €57 million,
representing circa £0.14 per share.

If approved, the first dividend is expected to be paid in June 2008, with an ex
dividend date of May 28, 2008 for shareholders on the register at May 30, 2008.

Outlook

Plaza has become a significant force over the last twelve years in our
established markets in Central and Eastern Europe, where we were the first
company to develop western style shopping and entertainment centres. We are now
reaping the benefit of this experience as we expand into new countries such as
India, Serbia, Bulgaria, Slovakia, Ukraine and Russia and are delighted to be
reporting excellent profits for the year to 31 December 2007.  Although the
Company's exact financial performance will vary, according to our development
cycle which is on average between two to four years per project, we are pleased
with the current diversity and timescale of our pipeline.

We also continue to drive our acquisitions programme, as shown by the three
projects acquired since the year end, and have built an exciting pipeline of
assets, which we expect to bring to fruition during 2008 and in the following
years.

The diversification of our portfolio into India places Plaza in a strong
position to maintain its rapid growth over the past years. Our activity in both
the CEE and India establishes Plaza, in my opinion, as having one of the most
compelling development portfolios of any European property company.

As a result of our disposals we are delighted to be in a position to announce
our first dividend payment, expected to be £0.14 per share, payable in June. On 
an ongoing basis, we expect to continue our completion programme which
we anticipate, in line with our stated goals, which we anticipate will result in
strong income and capital growth for our shareholders.

We look forward to the future with considerable excitement and confidence.



Mordechay Zisser
Chairman
27 March 2008




CHIEF EXECUTIVE'S REVIEW

Over the last year Plaza has maintained its exemplary track record and delivered
strong returns for its shareholders. In line with our strategy for the year, we
have opened five shopping and entertainment centres; three in Poland, one in
Hungary and one in the Czech Republic, all of which were 100% occupied upon
opening. We also successfully sold our landmark Arena Plaza scheme in Budapest
at a fantastic 5.9% gross yield and totalling circa. €381 million, €48 million
more than the project's value at our Admission, reflecting the highest volume
transaction and circa 20% of all real estate transactions done in Hungary in
2007.

For 2007 we are presenting record profits of circa 227 million, resulting mainly
from pure cash gains from our exits, with no accounting (IFRS) revaluation
gains.

Our understanding of local markets and the requirements and aspirations of
potential tenants and visitors is key to our success. Plaza as a brand continues
to grow in repute and plays a major role in our ability to source opportunities
and work closely with local authorities and communities. Through applying these
same principles and our business model consistently, we have been able to
achieve considerable international expansion, not least in the months since our
IPO in London in November 2006.

2007 and the period since the year end have been highly active for Plaza across
all areas of its business. Particular highlights include:

•         Completion of developments: successful openings of Rybnik, Sosnowiec
and Lublin shopping and entertainment centres in Poland, Arena Plaza in Hungary
and Plzen Plaza in the Czech Republic, all 100% let upon opening;

•         Exits: Handover of the interests in the above mentioned Polish centres
to Klepierre and the sale of Arena Plaza at terms more favourable than those
reflected in our Prospectus;

•         Acquisition of pipeline: 16 new developments acquired (19 since IPO)
including first acquisitions in Serbia and Bulgaria;

•         Local presence: further expanded with commencement of operations in
Ukraine and Russia;

•         Investments: Total gross investment in current projects and new
pipeline in 2007 of €425 million;

•         Financial strength and flexibility: High cash balances and an A+/
positive rating granted by the Israeli affiliate of Standard & Poor's for the
raising of up to $400 million notes at favourable interest rates, followed by an
updated rating of Aa3 by the Israeli affiliate of Moody's. Approximately €53
million was raised in July 2007 and an additional €137 million was raised in
February 2008. Current cash balances stand at circa €400 million;

•         Stock Exchange listing: Achieving dual listing on the main market of
the Warsaw Stock Exchange ("WSE"). Plaza is the first property company to
achieve a dual listing on both the London Main Board and the WSE. Plaza's shares
were the best performing real estate company on the London main market during
2007, recording an 18% increase and outperforming all real estate indices (EPRA
Global, Europe, UK).

To date, Plaza has been involved in the development of 30 schemes in nine
countries, of which seven are located in Romania, five in Poland, five in the
Czech Republic (including Pilzen Plaza which was completed and will be handed
over soon to Klepierre), four in Hungary, three in Serbia, three in India, one
in Latvia, one in Greece and one in Bulgaria. In addition, Plaza holds three
additional office buildings in Budapest, Prague and Bucharest.

The projects are at various stages of the development cycle, from the purchase
of land through to the planning and completion of construction. In addition,
Plaza is negotiating to purchase sites for the development of several additional
schemes throughout the CEE region and India.

The Company's current assets and pipeline projects are summarised in the table
below:

       Asset/Project     Location            Nature of asset        Planned size  Plaza ownership Status
                                                                    sqm (GLA)     %

1      Arena Plaza       Budapest, Hungary   Mixed use shopping and  32,500 (for        100       Under planning
       extension                             office scheme            rent and
                                                                        sale)

2      Dream Island      Budapest, Hungary   Major business and     350,000 (GBA)       30        initial
                                             leisure resort         (for rent and                 excavation
       (Obuda)                                                          sale)                     works commenced
                                                                                                  completion
                                                                                                  scheduled for
                                                                                                  2012

3      David House       Budapest, Hungary   Headquarters/Office        2,000           100       Operational

4      Duna Plaza        Budapest, Hungary   Shopping and              15,000     Dev.            Under planning
       extension                             entertainment scheme
                                                                                  rights

5      Uj Udvar          Budapest, Hungary   Shopping and              16,000           35        Under planning
                                             entertainment scheme

6      Suwalki Plaza     Suwalki, Poland     Shopping and              20,000           100       Under planning
                                             entertainment scheme

7      Lodz              Lodz, Poland        Residential, retail       130,000          100       Under planning
                                             and offices

8      Zgorzelec Plaza   Zgorzelec, Poland   Shopping and              15,000           100       Construction
                                             entertainment scheme                                 will start in
                                                                                                  2008;
                                                                                                  completion
                                                                                                  scheduled for
                                                                                                  2009 / 2010

9      Torun Plaza       Torun, Poland       Shopping and              45,000           100       Planning and
                                             entertainment scheme                                 permits phase

10     Kielce Plaza      Kielce, Poland      Shopping and              40,000           100       Under planning
                                             entertainment scheme

11     Plzen Plaza       Plzen, Czech Rep.   Shopping and              20,000           100       Completed,
                                             entertainment scheme                                 pre-sold to
                                                                                                  Klepierre

12-13  Prague 3          Prague, Czech Rep.  Office, for future use    61,600           100       Currently
                                             for residential        (residential                  operational as
                                                                      for sale)                   an office
                                                                                                  building,

                                                                                                  Re-zoning for
                                                                                                  residential use
                                                                                                  has been
                                                                                                  received

14     Opava Plaza       Opava, Czech Rep.   Shopping and              14,000           100       Construction
                                             entertainment scheme                                 will start in
                                                                                                  late 2008;
                                                                                                  completion
                                                                                                  scheduled for
                                                                                                  2010

15     Liberec Plaza     Liberec, Czech Rep. Shopping and              17,000           100       Construction
                                             entertainment scheme                                 started in
                                                                                                  2007;
                                                                                                  completion
                                                                                                  scheduled for
                                                                                                  2008

16     Roztoky           Prague, Czech Rep.  Residential units         14,000           100       Construction
                                                                                                  will start in
                                                                                                  2008;
                                                                                                  completion
                                                                                                  scheduled for
                                                                                                  2009 / 2010

17     Casa Radio        Bucharest, Romania  Mixed-use shopping and 360,000 (GBA)       75        Construction
                                             leisure plus                                         commenced in
                                             residential/office                                   2007;
                                             scheme                                               completion
                                                                                                  scheduled
                                                                                                  during
                                                                                                  2010-2012

18     Timisoara Plaza   Timisoara, Romania  Shopping entertainment    71,000           100       Under planning
                                             and office scheme

19     Miercurea Ciuc    Miercurea Ciuc,     Shopping and              14,000           100       Construction
       Plaza             Romania             entertainment scheme                                 started in
                                                                                                  2007;
                                                                                                  completion
                                                                                                  scheduled for
                                                                                                  2009

20     Iasi Plaza        Iasi, Romania       Shopping,                 71,000           100       Under planning
                                             entertainment and
                                             office scheme

21     Slatina           Slatina, Romania    Shopping and              21,000           100       Under planning
                                             entertainment scheme

22     Honedoara Plaza   Honedoara, Romania  Shopping and              20,000           100       Under planning
                                             entertainment scheme

23     Targu Mures Plaza Targu Mures,        Shopping and              30,000           100       Under planning
                         Romania             entertainment scheme

24     Palazzo Ducale    Bucharest           office                      700            100       Operational

25     Belgrade Plaza    Belgrade, Serbia    Shopping, office and      90,000           90        Under planning
                                             Hotel scheme
                                                                        (GBA)

26     Sport Star Plaza  Belgrade, Serbia    Shopping and              40,000          97.5       Under planning
                                             entertainment scheme

27     Kragujevac Plaza  Kragujevac,Serbia   Shopping and              24,500           95        Under planning
                                             entertainment scheme

28     Shumen Plaza      Shumen, Bulgaria    Shopping and              18,000           100       Under planning
                                             entertainment scheme

29     Riga Plaza        Riga, Latvia        Shopping and              49,000           50        Construction
                                             entertainment scheme                                 started in
                                                                                                  2007;
                                                                                                  completion
                                                                                                  scheduled for
                                                                                                  2009

30     Helios Plaza      Athens, Greece      Shopping and              35,000           100       Under planning
                                             entertainment or                                     and permits
                                             office scheme                                        stage

31     Koregaon Park     Pune, India         Shopping,              107,500 (GBA)       50        Construction
                                             entertainment and                                    Started in
                                             office scheme                                        2007,

                                                                                                  expected
                                                                                                  completion in
                                                                                                  2009 - 2010

32     Kharadi           Pune, India         Shopping,              225,000 (GBA)       50        Under planning
                                             entertainment, office
                                             and apart-hotel scheme

33     Trivandrum        Kerala, India       Shopping,              195,000 (GBA)       50        Under planning
                                             entertainment, office
                                             and apart-hotel scheme


Details of these activities by country are as follows:

Hungary

During 1996-2004, Plaza built, managed and eventually sold 16 shopping centres
throughout Hungary. During 2007, Plaza continued to develop and completed the
Arena Plaza, its landmark shopping centre scheme in central Budapest, comprising
approximately 66,000 sqm GLA, making it one of the biggest in CEE. The mall was
pre-sold to aAIM in August 2007. The mall was opened to the public in November
2007 with 100% occupancy on opening and has been successfully handed over to
aAim.

In addition, Plaza holds a 30% stake in Dream Island, a prestigious development
on the Obuda Island in central Budapest, with a land area of 320,000 sqm, which
is intended to be developed as a major resort area including hotels, recreation
facilities, a casino and a business and leisure complex with a development
budget of over €1.2 billion and 350,000 sqm GBA. Preliminary design and
excavation works are already underway.

Two further projects are in feasibility and planning stages, namely the
extension of the Duna Plaza and the Arena Plaza, both of which are located in
central Budapest.

In accordance with its strategy to acquire operating shopping centres that show
significant redevelopment potential for refurbishment and subsequent sale, in
September 2007, the Company bought a 35% stake in the Uj Udvar shopping centre
in Budapest, Hungary.

The Group continues to own its office building in Budapest, David House on
Andrassy Boulevard.

Poland

Between 2001 and 2005, Plaza built, managed and, in 2005, sold four shopping
centres located across Poland. In 2007, the Company completed the construction
of three shopping centres in Rybnik (approximately 18,000 sqm GLA), Sosnowiec
(approximately 13,000 sqm GLA) and Lublin (50% held, approximately 26,000 sqm
GLA). All three were 100% let upon opening and have all been handed over to
Klepierre on better terms than those mentioned in our Prospectus.

In addition, Plaza continued the feasibility and planning of its developments
scheme in Lodz (designated for residential use) and Suwalki (designated for
retail use), as well as an acquisition of an additional plot of land for a
planned shopping centre in Torun (comprising approximately 45,000 sqm of GLA)
and in Zgorzelec (comprising approximately 15,000 sqm of GLA).

Since the year end, Plaza has acquired another development in the city of Kielce
(comprising approximately 40,000 sqm of GLA)

Czech Republic

Construction of the Plzen Plaza (approximately 20,000 sqm GLA) commenced in 2006
and was completed in Q4 2007.

Plaza has purchased 39,000 sqm of private land in Roztoky, a town close to
Prague, which includes a valid planning permit for 81 family homes. It is
intended to commence construction in 2008.

The Company continues to own an income-yielding office building in Prague which
is being re-zoned for a scheme of 61,600 sqm of residential units.

Romania

In November 2006, Plaza acquired a 75% interest in a company which has entered
into a public-private partnership agreement with the Government of Romania to
develop the approximately US$1 billion budget Casa Radio (Dambovica) scheme in
Bucharest, the largest development plot available in the city centre. The
Romanian Government will remain a 15% partner in the scheme. The development of
Casa Radio comprises approximately 360,000 sqm of GBA, including a 120,000 sqm
GLA shopping mall and leisure centre (one of the largest in Europe), residential
units, offices, hotel, casino, hypermarket and convention and a conference hall.

The Group continued its rapid expansion in Romania, with the purchase of four
strategically important sites in 2007 and two more in 2008. It has acquired a
plot in Timisoara for the development of a mixed use project comprising
approximately 41,000 sqm GLA of shopping space and 30,000 sqm GLA of office
space; a plot in Iasi for the development of a mixed use project providing
approximately 41,000 sqm GLA and 30,000 sqm of office space; a site in Miercurea
Ciuc which will be developed into a shopping centre with approximately 14,000
sqm of GLA; a site of 20,000 sqm and another site in Slatina for the development
of a shopping and entertainment centre of GLA 21,000 sqm.

In addition, Plaza has a 50.1% stake in the Plaza-BAS joint venture. Currently
the joint company holds seven projects in Bucharest, Brasov and Ploiest with a
budget of €290.4 million and expected sales value of €410.6 million:

              Fountain Park    Acacia    Carino Tower     Green     Poiana Brasov Primavera Tower   Pinetree    Total
                                Park                       Land                                      Glade

Location        Bucharest     Ploiest      Ploieast      Ploieast      Brasov         Brasov         Brasov       -
Plaza-Bas          25%          50%           50%          50%           50%            50%           50%         -

Share
Nature         Residential  Residential     Offices    Residential   Residential      Offices     Residential     -
Size (sqm)       18,000        30,000        9,600        24,000       130,000        10,000         35,000    256,600
Budget (MEUR)     17.7          27.4         18.4          20.7          155           17.6           33.6      290.4
Sales value       19.9          34.1         29.1          27.7          236            22            41.8      410.6

(MEUR)

Any additional value above book value of the Plaza-BAS venture assets has not
been included in the NAV and was not valued by King Sturge.  In light of this,
we believe they offer a future potential uplift in value for shareholders.

Since the year end, Plaza has acquired its sixth and seventh developments in
Honedoara (comprising approximately 20,000 sqm of GLA) and Targu Mures
(comprising approximately 30,000 sqm of GLA).

Latvia

Construction works started in March 2007 on the Riga Plaza project comprising
approximately 49,000 sqm of GLA in Riga, Latvia (a 50% holding). The scheme is
located on the western bank of the river Daugava by the Sala Bridge and Plaza
expects this project to be completed during 2009.

Serbia

Serbia is one of the Eastern European nations where Plaza sees strong potential
for future investment opportunities.

During 2007, Plaza successfully established its presence in Serbia with the
acquisition of three new plots. The first of these was a state-owned plot and
building in Belgrade, Serbia, which Plaza secured in a competitive tender. The
building was formerly occupied by the federal ministry of internal affairs in
the former Yugoslavia, and is located in the centre of Belgrade in a
neighbourhood of government offices and foreign embassies.

Plaza believes that the Belgrade market offers particular potential, with a
catchment area of approximately 2.5 million people. Additionally, as Belgrade
has not to date benefited from institutional grade investment in retail or
commercial real estate, this development will have particular significance in
terms of providing a new commercial and cultural destination for both domestic
and international visitors.

Plaza has partnered a local Serbian developer for the project who will be
entitled to participate in up to 10% of the project, subject to certain
conditions, with project management handled solely by Plaza.

The development will comprise a shopping gallery, offices and hotel totalling
circa 90,000 sqm of GBA.

In December 2007, the Company won a second competitive public auction announced
by the Government of Serbia for the development of a new shopping and
entertainment centre with a total GLA of approximately 40,000 sqm in Belgrade,
Serbia. The site is located on one of the main roads leading into the centre of
Belgrade. The site also has the potential for additional residential and office
development as part of the shopping and entertainment centre.

An additional development in Serbia is located in Kragujevac, a city of 180,000
inhabitants. Kragujevac is the administrative centre of the Sumadija district
and the fourth largest city in Serbia. The planned shopping and entertainment
centre will comprise approximately 24,500 sqm GLA and will include a cinema
complex, fashion retailers, a food court, restaurants and parking places for
approximately 900 cars.

Greece

Plaza owns a 15,000 sqm plot of land centrally located in Piraeus Avenue,
Athens. Plaza is currently working on securing building permits for the
construction of a shopping centre, or alternatively an office complex, totalling
approximately 35,000 sqm of GLA.

Russia and Ukraine

New country directors have been appointed to these countries to focus on
possible investments and to gain deeper understanding of the local market.
Negotiations are currently underway to purchase plots in the major cities of
these countries.

India

As outlined in its Prospectus, Plaza has identified strong potential in India
and, during the reporting period, acquired two development projects in 50-50
Joint Venture in the Kharadi district of Pune, totalling approximately 225,000
sqm of GBA and in Trivandrum, the capital city of the State of Kerala, of
approximately 195,000 sqm GBA. Both projects are for mixed use development
(shopping centre, offices, hotel and serviced apartments), with Kharadi
featuring 120,000 sqm of shopping space, office space of approximately 81,000
sqm and 24,000 sqm of serviced apartments. The project in Trivandrum will
provide shopping space of some 67,000 sqm, an office complex of 90,500 sqm and
37,500 sqm of serviced apartments.

Prospects

Despite the global economic slowdown, we continue to see strong demand for our
high quality shopping and entertainment centres, from both tenants and
investors. This has ensured that we have successfully been able to progress our
business model and drive to expand our international presence.

With current cash balances of circa. €400 million, we see exciting opportunities
for Plaza to expand its portfolio and to take part in attractive new investments
in real estate, broadly unaffected by conditions in the current credit markets.

Our diversification into India also creates the opportunity for Plaza to
continue to expand and enjoy high rates of return as demonstrated in the past. A
middle class population of  over 250 million can support such expansion and
returns for many years.

We also continue to examine other future emerging market opportunities, which we
consider to offer strong potential consumer demand for Plaza's development
projects. We are confident that the Company will achieve its goal to complete at
least four to five developments each year and, thereby, deliver strong income
and capital growth for our shareholders. We look forward to continued progress
in 2008.


Ran Shtarkman
President and CEO
27 March 2008



FINANCIAL REVIEW

Results

The 2007 financial statements reflects the completion of five shopping and
entertainment centres, the realization of four shopping and entertainment
centres and one office building, as well as substantial investment in current
projects and in new pipeline of additional 13 projects acquired during the year.

In line with the Group's commercial decision to focus its business more on the
development and sale of shopping and entertainment centres, the Group is
classifying its current projects under development as trading properties rather
than investment properties. Accordingly, revenues from the sale of trading
properties are presented at gross amounts. The Group is not revaluating its
trading properties and therefore profits from these assets represent actual
cash-based profits due to realizations.

Revenues for the year ended 31 December 2007 increased to €510 million (2006:
€74 million), mainly due to the sale of Arena Plaza in Budapest, Rybnik Plaza,
Sosnowiec Plaza and Lublin Plaza in Poland.

Gains from the sale of investment property decreased to €2.1 million (2006:
€13.7 million), mainly due to the policy of the Group to classify properties as
trading properties. The gain in 2007 represents the net result from the sale of
the Duna Plaza Offices in Budapest, while the 2006 gain was mainly from the
Poznan Plaza price adjustment.

The cost of operations is attributable to the cost of projects sold mentioned
above (Arena, Rybnik, Sosnowiec and Lublin) which were classified as trading
properties (inventories).

Administrative expenses increased to €23 million (2006: €8 million), mainly due
to an increase in the Company's volume of activities, including moving into new
markets, and to non-cash share-based payments (€7.6 million) (2006: €1.2
million) which were not in place for most of 2006 (most options were granted at
the IPO date, in late October 2006). In addition, the options are amortized in
the profit and loss statement using the conservative graded vesting method as
required by IFRS. Using this method, the majority of the expense (approximately
60%) is recognized during the first year of vesting, i.e most of the expenses
for the options granted at IPO are reflected in the 2007 financials statements.

Additional reasons for the increase of the administrative expenses are the costs
for the registration of the company's shares in the Polish Stock Exchange (circa
€800,000) and the costs of the openings of the five shopping and entertainment
centres which were opened to the public in 2007 (approximately €2.5 million).
These costs are included as administrative expenses under IFRS and are not part
of the construction of the relevant asset.

Net finance was positive in 2007 at €9.3 million (2006: €0.6 million) due to
higher cash balances and more favourable lending terms achieved.

Tax expenses continue to remain very low at €90,000 (2006: €1.6 million),
reflecting less than 1% (2006: 11%) of profits before tax and resulting from the
Group's favourable tax structure.

Profit for the period amounted to €227 million in 2007, above market
expectations, compared to €14.7 million in 2006 and again reflects the sale of
five assets as mentioned above in comparison with the one asset sold in 2006
(Novo Plaza in Prague).

Basic and diluted earnings per share for 2007 were €0.78 and €0.77, respectively
(2006: both €0.27). The increase is not proportional to the increase in Profits,
as the public share offering that took place only in late 2006 when the number
of outstanding shares was increased significantly.

Balance sheet and cash flow

The balance sheet as at 31 December 2007 showed current assets of €721 million
compared to current assets of €414 million at the end of 2006. This rise
primarily results from Plaza's realization of five assets and investment in our
substantial pipeline of development projects.

The cash position of cash and short term deposits decreased to €93 million
(2006: €219 million), mainly due to acquiring 13 pipeline projects during the
period and completion of construction of current projects, net of receipts from
the five trading properties and one investment property sold. As of today and
following the collection of the Arena sale proceeds and the Notes issuance
affected in February 2008, the Company has cash balances of approximately €400
million.

Investment properties decreased to €13 million (2006: €26.6 million), due to the
sale of Duna Plaza Offices. Currently only the Prague 3 logistic building is
classified as an investment property.

Total bank borrowings (long and short term) decreased to €6 million (2006: €57
million) reflecting the repayment of the loans used to construct the five
trading properties subsequent their sale.

Long term debentures reflects bonds issued in July 2007 in Israel, hedged to the
EUR and bear an effective interest rate of Euribor+1.69%.

Trade payables and other liabilities increased to €19 million and €52 million,
respectively (2006: €16 million and €3 million, respectively), due to the
increase in the volume of construction activities.

Related Party balances are presented gross (both in the assets and in the
liabilities sections of the balance sheet) as the balances are with different
Plaza group subsidiaries and therefore netting was not possible under IFRS.
However, the net balance of the Plaza Group with its controlling shareholders is
approximately €5.4 million (liability), from which €1.9 million is due to a
provision in respect of project management fees charged by the Control Centers
group, relating to project supervision services granted in respect of the
extensive development of projects within the Group. In addition, the balance
also includes re-charge of expenses paid on behalf of Plaza by its parent
company, mainly in India.

In conclusion, Plaza's balance sheet reflects significant strength. Our
increasing balance of inventories under construction will result in successful
yield in the near future and will generate substantial revenues in the upcoming
years. Plaza has proven to be able to generate substantial profits, which arise
from actual cash realization of assets and not from revaluations. Our high level
of liquid balances, supported by the ability to raise additional Notes and bank
financing, will enable us to bring the current portfolio into fruition and to
expand our portfolio with additional exciting developments in current and future
additional markets and to generate substantial added value to our shareholders.

Roy Linden
Chief Financial Officer
27 March 2008


Valuation Summary by King Sturge LLP as at December 31, 2007 (in EUR)

Country   Project name      Market Value upon         Market Value upon      Market Value of the land and  Market Value
                         completion 31 December,   completion 30 June, 2007   project 31 December, 2007     of the land
                                   2007                                                                     and project
                                                                                                           30 June, 2007
Hungary  Arena Plaza                -                    382,600,000                      -                 300,000,000
         Arena Plaza            71,500,000                71,300,000                  28,000,000            27,000,000
         extension
         Dream Island          462,100,000               462,100,000                  81,200,000            81,160,000
         David House            5,320,000                 5,275,000                   5,320,000              5,275,000
         Duna Plaza             49,600,000                47,100,000                  25,000,000            25,000,000
         extension
         Uj Udvar               7,800,000                     -                       4,113,000                  -
         Shopping Center
Poland   Torun Plaza           132,100,000                89,150,000                  18,700,000            18,000,000
         Suwalki Plaza          57,500,000                60,900,000                  11,500,000            11,300,000
         Lodz Plaza            251,000,000               128,105,000                  21,400,000            16,500,000
         Zgorzelec              41,800,000                41,800,000                  6,000,000              6,500,000
         Plaza
         Lublin Plaza               -                     39,000,000                      -                 39,000,000
Czech    Plzen Plaza            60,382,000                61,800,000                  60,382,000            29,010,000
Republic Prague 3              116,500,000               116,575,000                  25,475,000            24,600,000
         Opava Plaza            43,800,000                41,600,000                  14,100,000            11,900,000
         Liberec Plaza          78,600,000                63,500,000                  51,860,000            25,330,000
         Roztoky                23,806,000                    -                       3,910,000                  -
Romania  Miercurea Ciuc         41,300,000                19,200,000                  4,800,000              4,400,000
         Plaza
         Timisoara             227,100,000               104,600,000                  30,100,000            24,000,000
         Plaza
         Casa Radio            761,000,000               646,900,000                 191,300,000            164,000,000
         Plaza
         Iasi Plaza            239,600,000                    -                       35,200,000                 -
         Slatina Plaza          53,300,000                    -                       5,500,000                  -
         Palazzo Ducale         2,600,000                     -                       2,600,000                  -
Latvia   Riga Plaza             79,000,000                75,000,000                  25,250,000            23,000,000
Greece   Helios Plaza          105,860,000                95,625,000                  30,220,000            30,210,000
India    Koregaon Park          40,000,000                51,650,000                  12,500,000            12,750,000
         Kharadi Plaza          60,000,000                76,600,000                  16,700,000            17,000,000
         Trivandrum             43,400,000                78,900,000                  10,600,000            10,650,000
         Plaza
Bulgaria Plaza Shumen           52,500,000                    -                       12,700,000                 -
Serbia   Belgrade Plaze        147,800,000                    -                       33,600,000                 -
             Sport Star        180,300,000                    -                       25,200,000                 -
                  Plaza
             Kragujevac         99,000,000                    -                       9,300,000                  -
                  Plaza
         TOTAL                3,534,568,000             2,757,380,000                802,530,000            906,585,000



Notes

•         Torun and Zgorzelec are owned by third party, non Plaza Centers
related companies, albeit with preliminary purchase or pre-agreements in place.
Our valuations reflect the potential value of the projects if available for
development today.

•         Plaza Centers has a 50% interest in the Riga Plaza shopping centre
development.

•         Plaza Centers has a 35% interest in the Uj Udvar Shopping Centre
development

•         All values of land and project assume full planning consent for the
proposed use.

•         Plaza Centers has a 50% interest in Koreagon Park, Kharadi Plaza and
Trivandrum Plaza.

•         Plaza Centers has a 30% share in Dream Island.

•         Plaza Centers has a 75% share of Casa Radio.

•         All the figures reflect Plaza share.



Consolidated Income Statements

                                                                                  For the year ended
                                                                                     December 31,
                                                                                2007              2006
                                                                   Note        € '000            € '000

Revenues                                                            12              507,843            60,219

Gain from the sale of investment property, net                      13                2,071            13,715

Changes in fair value of investment property                                              -               257

                                                                                    509,914            74,191

Cost of operations                                                  14              268,730            50,034

Gross profit                                                                        241,184            24,157

Administrative expenses                                             15               23,117             8,173

Operating profit                                                                    218,067            15,984

Finance income                                                                       12,407             4,000
Finance expenses                                                                    (3,060)           (3,336)
Finance income, net                                                 16                9,347               664

Other income                                                                             85               287
Other expenses                                                                        (423)             (457)

Share in loss of associate                                                             (19)             (150)


Profit before tax                                                                   227,057            16,328

Income tax expenses                                                 17                   90             1,608

Profit for the year                                                                 226,967            14,720

Basic earnings per share (in EURO)                                  11                 0.78              0.27

Diluted earnings per share (in EURO)                                11                 0.77              0.27





Consolidated Balance Sheets
                                                                                       December 31,
                                                                                   2007             2006
                                                                      Note        € '000           € '000
ASSETS

Current assets

Cash and cash equivalents                                              2               66,381          212,683
Restricted bank deposits                                                               25,155              616
Short-term deposits                                                                     1,033            6,154
Trade accounts receivables, net                                                       262,595            5,342
Other accounts receivable and prepayments                              3               48,102           29,222
Other debtors and related parties                                      4               19,525                -
Trading properties                                                     5              298,339          159,961
                                                                                      721,130          413,978

Non Current assets

Investment in associate                                                                 1,129            1,148
Derivative                                                                              2,228                -
Long-term balances and deposits                                                         1,987            2,257
Other debtors and related parties                                      4                    -           22,027
Property, plant and equipment                                                          16,465            7,550
Investment property                                                    6               12,970           26,654
Restricted bank deposits                                                                5,302              350
Other non-current assets                                                                    -              933
                                                                                       40,081           60,919

Total assets                                                                          761,211          474,897

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
Interest bearing loans from banks                                      7                  409           51,201
Trade payables                                                                         19,432           15,703
Other liabilities                                                                      23,103            3,088
Amounts due to related parties                                         8                  786           17,771
Other Liabilities                                                      8               51,950            2,418
                                                                                       95,680           90,181
Non-current liabilities
Interest bearing loans from banks                                      7                5,461            5,875
Long term debentures at fair value through profit or loss              9               53,821                -
Amounts due to related parties                                         8                1,871            8,474
Other long term liabilities                                                               355            1,551
Deferred tax liabilities                                                                  552            4,139
                                                                                       62,060           20,039

Share capital                                                                           2,924            2,923
Translation reserve                                                                   (1,727)          (1,895)
Other reserves                                                                         13,498            1,840
Share premium                                                                         248,860          248,860
Retained earnings                                                                     339,916          112,949
Shareholders' equity                                                   10             603,471          364,677

Total shareholders' equity and liabilities                                            761,211          474,897



Consolidated Cash Flow Statements


                                                                                            For the year
                                                                                         ended December 31,
                                                                                        2007          2006
                                                                                       € '000        € '000
Cash flows from operating activities
Profit for the year                                                                      226,967          14,720
Adjustments necessary to reflect cash flows used in operating activities:
Depreciation                                                                                 907             773
Change in fair value of investment property                                                    -           (257)
                                                                                        (52,358)               -
Finance income, net                                                                      (2,983)           (595)
Loss on sale of property plant and equipment                                                  40              18
Company's share in loss of associate                                                          19             150
Gain on sale of investment property subsidiaries                                         (2,071)        (13,630)
Gain on sale of trading property subsidiaries                                          (235,499)         (7,008)
Income tax expenses                                                                           83           1,009
Increase in trade accounts receivable                                                    (5,807)           (786)
Increase in other accounts receivable                                                   (18,816)         (6,087)
Change in restricted cash for projects to be acquired                                   (24,540)        (19,401)
Increase in trading properties                                                         (302,996)        (92,201)
Purchase of trading property companies (see appendix A, note 18)                        (16,244)               1
Increase in trade accounts payable                                                        38,822          14,241
Increase in other liabilities                                                             20,423           3,187
Net proceeds from selling of trading property subsidiaries (see appendix B, Note          63,718           6,016
18)
Share based payment                                                                        7,644           1,186
Net cash used in operating activities                                                  (302,691)        (98,664)

Cash from investing activities
Purchase and development of investment property (2006 - other assets)                    (9,880)         (1,422)
Proceeds from sale of plant, property and equipment                                           19             167
Investment in associate                                                                        -           (115)
Short term deposits, net                                                                 (5,121)           2,393
Long term deposits decreased                                                                 152           1,047
Long term deposits increased                                                             (5,582)         (2,374)
Net proceeds from disposal of other subsidiaries (see appendix B, Note 18)                11,526          17,297
Long term loans granted to partners in Joint controlled company                                -            (21)
Net cash from (used in) investing activities                                             (8,886)          16,972
Cash from financing activities
Short term loans from banks, net                                                         124,747          21,001
Issuance of ordinary shares, net                                                               -         234,501
Debentures raised                                                                         53,003               -
Long term loans repaid to banks                                                          (7,115)         (8,604)
Loans granted from (repaid to) related parties                                           (5,349)             778
Net cash from financing activities                                                       165,286         247,676

Increase in cash and cash equivalents during the year                                  (146,302)         165,984
Cash and cash equivalents at the beginning of the year                                   212,683          46,699
Cash and cash equivalents at the end of the year                                          66,381         212,683



Selective Notes to the consolidated financial information:

NOTE 1  -  Basis of Accounting and Presentation of Financial Information

The consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS") and its interpretations
adopted by the European Union ("EU").

The auditors have reported on those accounts; their report was (i) unqualified,
(ii) did not include references to any matters to which the auditors drew
attention by way of emphasis without qualifying their reports. A full set of the
consolidated Financial Statements will follow.

The financial information contained in this announcement does not constitute
Dutch statutory accounts which will be submitted in due course.

NOTE 2  -  CASH AND CASH EQUIVALENTS

                                                       Interest rate as of
                                                          December 31,
                                                                                    December 31,
                                                              2007               2007          2006
                                                                                € '000        € '000

Bank deposits - in EUR                               Mainly 4.89%, and EONIA        61,917       209,292
                                                             - 0.02%
Bank deposits - in Hungarian Forints                          5.2%                     143         2,782
Bank deposits - in Polish Zlotys                             4%-4.4%                 1,586           416
Bank deposits - in Czech Crowns                              1%-1.6%                 1,174            64
Bank current accounts - in U.S.Dollar                          4%                      263           129
Bank deposits - in other currencies                          0%-5.1%                 1,298           110
Balance at 31 December                                                              66,381       212,683


NOTE 3  -  OTHER ACCOUNTS RECEIVABLE AND PREPAYMENTS

                                                                                      December 31,
                                                                                   2007          2006
                                                                                  € '000        € '000

Advance in respect of plot purchase (*)                                               36,340        19,401
Advance to suppliers                                                                   4,984             -
Prepaid expenses                                                                         230         1,314
VAT authorities                                                                        5,848         7,561
Partners in companies under joint venture                                                117           199
Accrued interest receivable                                                              199             -
Companies in the EMI Group and other related parties                                       -           168
Others                                                                                   384           579
Balance at 31 December                                                                48,102        29,222


(*) 2007 - Mainly advance payment for a purchase of plots of land in Serbia -
EUR 19.8 million and Romania EUR 13 million. 2006 - Advance payment for a
purchase of plot of land in Bucharest in the amount of EUR 19.4 million.

NOTE 4  -  OTHER DEBTORS AND RELATED PARTIES


                                                                                   December 31,
                                                                               2007             2006
                                                                              € '000           € '000
Short term Debtor balances
 with:
Related party  - EI                                                                19,310                -
Companies in the EI Group and other related parties                                   215                -

Balance at 31 December                                                             19,525                -

Long term Debtor balances
 with:
Related party  - EI                                                                     -           18,226
Partners in companies under joint venture                                               -            3,801
Balance at 31 December                                                                  -           22,027


The above EI mentioned balances are linked to the EUR and bears interest of
three months Libor plus a margin of 1.65%), with no scheduled repayment date.
For EI and EUL loans in credit, refer to note 8.

NOTE 5  -  TRADING PROPERTIES

                                                                                   December 31,
                                                                               2007             2006
                                                                              € '000           € '000
Balance at 1 January                                                              159,961          104,717
Additions during the period                                                       395,670           98,819
Trading property sold                                                           (257,292)         (43,575)
Balance at 31 December                                                            298,339          159,961


As of the balance sheet date, The Company has trading properties in Hungary,
Poland, Romania, Czech Republic, Serbia, Latvia, Greece, Bulgaria and India.

NOTE 6  -  INVESTMENT PROPERTY

                                                                                     December 31,
                                                                                 2007               2006
                                                                                € '000             € '000

Balance at 1 January                                                                   26,654           26,354
Additions                                                                                   -               43
Fair value adjustments                                                               (13,684)              257
Balance at 31 December                                                                 12,970           26,654


Investment property at year end comprises from logistic center leased to third
parties.  Generally leases contain an initial period of 5 to 10 years.
Subsequent renewals are negotiated with the lessee. The contracts are
denominated in, or linked, to the EUR.

NOTE 7 - INTEREST BEARING LOANS FROM BANKS
                                                                                     Interest rate

                                                       December 31,                  December 31,
                                Maturity date       2007          2006                   2007
                                                   € '000        € '000                 € '000

Current maturities of long term loans
In PLN                                                      -         3,361                             N/A
In EUR                                                    409        47,840                 EURIBOR + 1.75%
Total                                                     409        51,201
Long term Credit

In EUR                                     2015         5,461         5,875                 EURIBOR + 1.75%
                                                        5,461         5,875

Total loans from banks                                  5,870        57,076

Effective interest rate on the loan as of December 31, 2007, and December 31,
2006 is 6.3% p.a and 5.5% p.a respectively.

Below is the repayment schedule of outstanding bank loans for each period:


                                                                       December 31,
                                                                 2007               2006
                                                                € '000             € '000

First year - Current Maturity                                            409             51,201

Second year                                                              409                459
Third year                                                               409                459
Fourth year                                                              409                459
Fifth year                                                               409                459
Sixth year and thereafter                                              3,825              4,039

Total long term                                                        5,461              5,875

Total                                                                  5,870             57,076


NOTE 8  -  LOANS AND AMOUNTS DUE TO RELATED PARTIES AND OTHERS

                                                                                   December 31,
                                                                              2007            2006
                                                        Currency             € '000          € '000
Short term
EI Group- ultimate parent Company - charges               EUR                     5,309             7,655
Other related parties (2)                         Mainly Indian Rupee                 -             1,202
Other related parties (3)                                                         1,985                 -
Director of EI                                                                      762                 -
EUL (parent Company) (1)                                  EUR                    15,047             8,914
EI Group- ultimate parent Company - charges                                      23,103            17,771
Other related parties (2)                                 EUR                       786             2,418
Total                                                                            23,889            20,189

Long term

EUL- parent Company (4)                                   EUR                     1,871             7,975
Other related parties (3)                                 EUR                         -               499
                                                                                  1,871             8,474

(1)     The loans received from Elbit Ultrasound B.V. (the main shareholder)
("EUL"), bear interest at 3 months USD Libor (or 3 months EURIBOR) plus a margin
of between 1.5% and 2.0% (effective interest rate as of December 31, 2007, and
December 31, 2006 is 6.5% p.a and 5.7% p.a respectively). Loans are financing
trading properties of the Group.

(2)     Other related parties in the short term in 2006 include the liability to
the Company's Indian partner in the joint venture company in India.

(3)     Other related parties in the long term included in 2006 liability to the
Control Centres group, a group of companies which provides project management
services, controlled by the ultimate parent company controlling shareholder. The
balances were reclassified to short term in 2007, as they relate to trading
property construction activity.

(4)     The loans received from Elbit Ultrasound B.V. (the main shareholder)
("EUL"), bear an interest of 3 month USD Libor (or 3 months EURIBOR) plus a
margin of between 1.5% and 2.0% (effective interest rate as of December 31,
2007, and December 31, 2006 is 6.5% p.a and 5.7% p.a respectively). Loans are
expected to be repaid in the long term, as EUL has declared its intention not to
demand earlier repayment.





OTHER LIABILITIES
                                                                                                      December 31,
                                                                                                    2007       2006
Short term                                                                                         € '000     € '000
Obligation in respect of plot purchase (1)                                                           38,163           -
Income in advance - short term (2)                                           EUR                      1,914         269
Accrued expenses and commissions (3)                                         EUR                      6,923       1,689
Accrued bank interest                                                        EUR                         44         195
Government institutions and fees                                        HUF, PLN, CZK                   508         490
Salaries and related expenses (4)                                  EUR, HUF, PLN, CZK, USD            3,123         336
Partner in joint controlled company                                                                   1,170           -
Other                                                                   HUF, PLN, CZK                   105         109
Total                                                                                                51,950       3,088


NOTE 9  -  LONG TERM DEBENTURES AT FAIR VALUE THROUGH PROFIT OR LOSS

On 5 July 2007, the Company agreed with Israeli institutional investors to issue
an aggregate principal amount of NIS 305 million (approximately EUR 53.0
million) Par Value of series one of unsecured non-convertible debentures to
institutional investors in Israel. The debentures are rated by Standard & Poor's
Maalot Ltd.  ("Maalot") - at a local rating of A+/Positive. The debentures are
repayable in eight equal annual instalments, on December 31 of each of the years
2010 to 2017, inclusive. The debentures bear an annual interest rate of 4.5%.
Interest is payable semi-annually in arrears on December 31 and July 1 of each
of the years 2007 to 2017 (the first instalment to be effected on 31 December
2007 and the last instalment to be effected on December 31, 2017). The
debentures are linked to the increase in the Israeli Consumer Price Index.

As the Company's functional currency is the Euro, the Company has hedged the
future expected payments in NIS (principal and interest) to correlate with the
Euro using a Cross currency interest rate swap.

The debentures will be repaid by the Company, inter alia, at the option of the
trustee or the holders of the debentures if the Company delays the publication
of its financial reports for more than 60 days from the dates provided by
applicable law or if the debentures cease to be rated for a period of more than
60 days.

The debentures were listed for trade on the Institutional Retzef System, which
is a trading system for institutional investors in Israel. The Company may also,
in its sole discretion register the debentures for trade on the TASE. So long as
the Debentures were not registered for trade on the TASE, the Company has
undertaken (i) to pay an additional interest at an annual rate of 0.5% (namely
5%) until a prospectus is published for the registration of the debentures for
trade on the TASE; (ii) to pay an additional interest rate at an annual rate of
0.25% in the event the rating of the debentures decreases to (BBB+) rating on a
local scale by Maalot or an equivalent rating by another Rating Company and
(iii) to repay the debentures at the option of the trustee or the holders of the
debentures if made a special resolution on their general meeting upon the
occurrence of each of the following events: (A) Should the rating of the
debentures in Israel decrease below the BBB+ investment level rating of Maalot -
or other equivalent rating by another rating company; (B) if the Company is
required to repay another series of debentures issued by the Company; or (C) if
the holdings of EI, the indirect parent of the Company, fall below 25% of the
Company's issued and outstanding share capital. Such undertakings would be
terminated upon the registration for trade of the debentures on the TASE.

Following the balance sheet date the Company registered the debentures for trade
on the TASE in February 2008

NOTE 10  -   EQUITY
                                                                                  December 31,
                                                                            2007                2006
                                                       Remarks                  Number of shares
Authorised:
Ordinary shares of par value EUR 0.01 each          See (1) below          1,000,000,000       1,000,000,000
Issued and fully paid:
At the beginning of the period                                               292,346,087           1,815,120
Options exercised to shares                                                       57,700                   -
Issued for forgiveness of loan to parent Company    See (2) below                      -           2,684,880
Issued for forgiveness of loan to parent Company    See (2) below                      -         195,500,000
Issued for cash to the Public                       See (2) below                      -          92,346,087
At the end of the period                                                     292,403,787         292,346,087


1)       The number of shares authorized as of 31.12.05 was 40 (of 453.8 EUR par
value). In September 2006 the authorized share capital was revised as follows:

a)       40 shares of EUR 453.8 were subdivided into 1,815,120 shares of 0.01
EUR.

b)       The authorized share capital was increased to 1 milliard shares of 0.01
EUR.

2)       In the course of the last quarter of 2006 the following share capital
increases occurred:

a)       2,684,880 shares of EUR 0.01 were issued to Elbit Ultrasound B.V, the
parent company of the Company, on October 2006, upon the change of the Company
from B.V status to N.V status. The capital increase was effected in exchange for
the forgiveness of a loan, and the shares were issued at no share premium.

b)       195.5 million Shares of EUR 0.01 were issued to Elbit Ultrasound B.V in
October 2006, in order to create a share capital structure which will allow the
Company to initiate the IPO.  The capital increase was effected through the
contribution of loans, and the shares were issued with a share premium of
approximately EUR 15.3 million.

c)       92,346,087 shares of EUR 0.01 were issued to the Public, in October and
November 2006 (including the "Green Shoe" option exercised), as a result of the
IPO which took place in the London Stock Exchange ("LSE") (see also note 30).
The share premium recorded in the flotation (net of IPO costs) was EUR 233.6
million.

The holders of ordinary shares are entitled to receive dividends as declared
from time to time and are entitled to one vote per share at meetings of the
Company. All shares rank equally with regard to the Company's residual assets.

3)    In the course of the last quarter of 2007, 303,471 vested options were
exercised into 57,700 shares of EUR 0.01.

Capital reserve due to share option plan

Capital reserve created as a result of the Employee Share Option Plan which was
introduced in October 2006 (see also note 22) was recorded and totalled EUR
13,679 as of December 31, 2007 (2006 - EUR 2,021).

Translation reserve

The translation reserve comprises all foreign exchange differences arising from
the translation of the financial statements of foreign operations.

NOTE 11  -  EARNINGS PER SHARE

Profit attributable to ordinary shareholders
                                                                                      December 31,
                                                                                   2007          2006
                                                                                  € '000        € '000

Profit for the year                                                                 226,907         14,720

Profit attributable to ordinary shareholders                                        226,907         14,720

Weighted average number of ordinary shares
In thousands of shares with a EUR 0.01 par value                                      December 31,
                                                                                   2007          2006

Issued ordinary shares at 1 January                                                 292,346          1,815
Effect of shares issued in October 6th, 2006                                              -            633
Effect of shares issued in October 24th, 2006                                             -         36,422
Effect of shares issued in November 1st, 2006                                             -         14,090
Effect of shares issued in November 24th, 2006                                            -            672
Share base payment - exercise of options                                                  9
Weighted average number of ordinary shares at 31 December                           292,355         53,632


The calculation of diluted earnings per share at 31 December 2007 was based on
profit attributable to ordinary shareholders of EUR 226,967 thousand and a
weighted average number of ordinary shares outstanding after adjustment for the
effects of all dilutive potential ordinary shares of EUR 1,129 thousands. In
2006 the diluted earning per share is the same as basic earnings per share since
options or securities had no dilutive effect.

NOTE 12  -  REVENUES


                                                                     For the year ended
                                                                        December 31,
                                                                   2007                 2006
                                                                  € '000               € '000
Revenue from selling trading properties (*)                              495,565             51,276
Rental income from tenants                                                 2,153              3,766
Management fees                                                            1,395                284
Operation of entertainment centres                                         6,608              3,980
Other                                                                      2,122                913
Total                                                                    507,843             60,219



(*)Revenue from selling trading properties consist of asset value of commercial
centres, as determined between the company and the buyer of the property.  In
2007 the revenue includes the agreed asset value of the following shopping
centers: Arena Plaza Hungary - 365,541, Rybnik and Sosnowiec Plaza in Poland -
89,323, Lublin Plaza in Poland - 38,994, and Novo shopping center in Prague, the
Czech Republic (additional proceeds) - 1,707.  In 2006 - Includes mainly EUR
50.3 million revenues from selling Novo shopping centre in Prague.

NOTE 13  -  GAIN FROM SALE OF INVESTMENT PROPERTY

In 2007, the gain recorded was mainly from the sale of Duna Plaza offices
investment property.

In 2006, the gain from the sale of investment property, as reflected in the
consolidated income statement (EUR 13.7 million) is comprised mainly of the
following:

•         Part of the proceeds in the amount of EUR 5.4 million was subject to
obtaining utilities licenses by the Company in respect of the sold centres and
accordingly has been deferred for recognition in the financial statement for the
year ended December 31, 2005. Within the framework of a settlement agreement
signed between the Company and Klepierre on November 16, 2006 it was agreed that
the Company shall be unconditionally and irrecoverably released from its
obligations to obtain such utilities licenses and that Klepierre will assume
full and sole responsibility for the obtaining of these utilities permits.
Accordingly the Company recorded in these financial statements an additional
gain of EUR 5.4 million.

•         Furthermore, the Company and Klepierre agreed to conclude a final
purchase price adjustment in respect of the sold centres in accordance with the
provisions set forth in the sale agreement and accordingly the Company recorded
in these financial statements an additional gain of EUR 8.2 million which is
mainly due to the Poznan shopping centre on account of the price adjustment,
based on the updated gross rentals.

NOTE 14  -  COST OF OPERATIONS


                                                                For the year ended
                                                                   December 31,
                                                             2007               2006
                                                            € '000             € '000

Direct expenses:
Cost of sold trading properties (*)                              258,510              44,804
Salaries and related expenses                                      1,216                 736
Initiation costs                                                     786                 244
Municipality taxes                                                    24                   8
Property taxes                                                       206                 195
Property operations and maintenance                                5,909               2,968
                                                                 266,651              48,955
Other operating expenses                                           1,538                 915
                                                                 268,189              49,870

Depreciation and amortization                                        541                 164
                                                                 268,730              50,034

(*)Costs of sold trading properties include the cost of purchasing and building
the trading properties which were sold in 2007, consist mainly of cost of
selling of the following trading properties: Arena Plaza Hungary - 161,818,
Rybnik and Sosnowiec Plaza in Poland - 66,270, Lublin Plaza in Poland - 29,908,
others - 514. 2006 - Includes mainly cost of asset from selling the Asset in
Prague (Novo shopping center - see also note 34) - EUR 43.9 million.

NOTE 15  -  ADMINISTRATIVE EXPENSES

                                                                     For the year ended
                                                                        December 31,
                                                                   2007                 2006
                                                                  € '000               € '000
Selling and marketing expenses

Advertising and marketing                                                  2,649                889
Salaries and relating expenses                                               761                757
Doubtful debts                                                                18                  4
Amortization of deferred charges                                               5                  1
                                                                           3,433              1,651

General and administrative expenses

Salaries and related expenses (*)                                         12,167              2,661
Depreciation and amortization                                                366                260
Management fees                                                              500                706
Professional services                                                      4,206              1,611
Travelling                                                                 1,071                591
Offices                                                                      508                281
Others                                                                       866                412
                                                                          19,684              6,522

Total                                                                     23,117              8,173



Selling and marketing



(1)     As a result of opening five new shopping and entertainment centers in
2007 (comparing one opened in 2006), these costs significantly increased.


General and administrative

(2)     Including non-cash expenses due to the share option plan in the amount
of EUR 7.6 million (2006- EUR 1.2 million) see also note 25 for more details on
share based payments.

Main increase is attributable to the high volume of activities of the Company
due to its listing in the London stock exchange, and expanding the Company's
activity into new countries. Also attributable to expenses in respect of
registration of the Company's shares for trade in Warsaw - approximately EUR 0.8
million

NOTE 16  -  FINANCE INCOME (EXPENSES)

                                                                 For the year ended
                                                                    December 31,
                                                             2007                2006
                                                            € '000              € '000

Interest received on bank deposits and loans to                    7,552                 2,595
related parties
Changes in fair value of derivative                                2,228                     -
Foreign exchange gains - related parties                           1,101                 1,405
Other interest income - mainly from receivables                    1,526                     -
arising from sale of shopping centers
Total finance income                                              12,407                 4,000

Interest expenses on bank loans and debentures                   (6,216)               (3,542)
Interest on loans from related parties                             (642)               (1,133)
Changes in fair value of debentures                                (818)                     -
Foreign exchange losses                                            (105)                     -
Other finance expenses                                             (972)                 (508)
                                                                 (8,753)               (5,183)
Less-
Finance expenses capitalized to properties under                   5,693                 1,847
development
Total finance expenses                                           (3,060)               (3,336)

Total                                                              9,347                   664


NOTE 17  -  INCOME TAXES

                                                                 For the year ended
                                                                    December 31,
                                                             2007                2006
                                                            € '000              € '000

Current tax                                                          106                   170
Deferred tax                                                        (16)                 1,009
Prior year's taxes                                                     -                   429
Total                                                                 90                 1,608



The main tax laws imposed on the Group companies in their countries of
residence:

a. The Netherlands

a.   Companies resident in the Netherlands are subject to corporate income tax
at the general rate of 29.6% for the fiscal year of 2006. Commencing 2007 the
general corporate income tax rate has been reduced to 25.5%. Under the amended
rules effective January 1 2007 tax losses may be carried forward and set of
against income of the immediately preceding tax year and the 9 subsequent tax
years. Transitional rules apply for tax losses on account of tax years up
through 2002 which may be carried forward and set of against income up through
2011.

b.       Under the participation exemption rules, income including dividends and
capital gains derived by Netherlands companies in respect of qualifying
investments in the nominal paid up share capital of resident or non resident
investee companies, are exempt from Netherlands corporate income tax provided
the conditions as set under these rules have been satisfied. The participation
exemption rules and more particularly the statutory conditions thereunder have
been amended with effect of January 1, 2007. Such amended conditions require,
among others, a minimum percentage ownership interest in the investee company
and require the investee company to satisfy either of, or both the newly
introduced 'assets' - test and the amended 'subject to tax' - test.

c.       Dividend distributions from a Netherlands company to a Dutch corporate
shareholders holding at least 25% of the shares of such Netherlands company is
subject to withholding tax at a rate of 5% provided certain compliance related
formalities have been satisfied. In other situations, dividend distributions to
shareholders are subject to withholding tax at a rate of 15%.

b. Hungary

The corporate income tax rate imposed on the income of the subsidiaries
incorporated in Hungary is 16%. Commencing 2007, capital gains are exempted from
corporate income tax provided that certain criteria are fulfilled. A special
solidarity tax is levied on companies as from September 1, 2006, being 4% of the
modified accounting profit as determined by law. Dividends, interest, royalty
paid out to companies are not subject to withholding tax. Losses in the first
three years of operation can be carried forward without limitation. Losses
incurred until 2004 can be carried forward for the period of five years, subject
to certain limitations. Losses incurred in 2005 and thereafter, may be carried
forward indefinitely, subject to certain limitations.

c. Czech Republic

Corporate income  tax rate imposed on the income of the subsidiaries
incorporated in the Czech Republic (including capital gains) in 2007 is 24%
which will gradually decrease from  21% in 2008 to 19% in 2010. Tax losses can
be carried forward up to seven years to offset future taxable income. Dividends
paid out of net income are subject to a withholding tax of 15%, subject to the
relevant double taxation treaty. The Czech Republic exempts domestic dividends
paid to EU parent companies that hold a participation of 20% or more for at
least two years.

d. Poland

The corporate tax applicable to income of Polish subsidiaries (including capital
gains) is 19%. Dividends paid out of these profits are subject to an additional
(final) tax rate of 19%, subject to the relevant double taxation treaty.
Distribution of dividend of Polish subsidiary to Dutch parent company, holding
at least 15% (commencing 2009 - 10%) of shares for a period of at least 2 years,
is exempt from withholding tax. Losses may be offset against taxable income over
a 5 year period, subject to a maximum annual utilization of up to 50% of the
accumulated loss from each particular tax year.

e. Romania

Corporate income tax rate for resident companies and non-resident entities with
a permanent establishment in Romania is 16% (including capital gains). Dividends
paid to resident and non-resident corporations are subject to a final
withholding tax of 16%, unless lower double taxation treaty rates apply. Losses
may be offset against taxable income for a period of five years from the
incurrence year-end.

f. Latvia

The corporate income tax rate imposed on the income of the subsidiaries
incorporated in Latvia (including capital gains) is currently 15% (2006 - 15%).
Tax losses can be carried forward and be offset against taxable income of the
five years following the accounting year in which they were incurred. Dividends
paid out of net income to non-resident are subject to a withholding tax of 10%,
subject to the relevant double taxation treaty or 0 % tax could be applied if
the recipient is resident in another EU country or resident in country included
in European Economic region.

g. Greece

The corporate income tax rate imposed on the income of the subsidiary
incorporated in Greece (including capital gains) is currently 25% (2006- 29%,).
Tax losses can be carried forward and offset against taxable income of the five
years following the accounting year in which they were incurred.

h. India

The corporate income tax applicable to the income of Indian subsidiaries is
33.99%. Minimum alternate tax (MAT) of 11.33% is applying to the book profits
(i.e. profits shown in the financial statements), if the company's corporate tax
liability is less than 10% of it's book profits. The paid amount will be
credited if the company has taxable profits in the following five years. Capital
gains on sale of fixed assets and real estate assets are taxed at the rate of
22.66% provided that they were held at least 36 month immediately preceding the
date of the transfer or 33.99% if they were held for not more than 36 month.
Dividends paid out of the profits are subject to Dividend Distribution Tax at
the rate of 16.99%. .There is no withholding tax on dividends distributed by
Indian company. Losses can be offset against taxable income for a period of
eight years from the incurrence year's end.

i. Cyprus

The taxation of companies incorporated in Cyprus is based on tax residence and
all companies are taxed at the rate of 10%. A special levy of 10% is imposed on
interest received and deemed interest income in certain cases. Dividend income
and profits from the sale of shares and other titles of companies are tax
exempt. There is no withholding tax on payments of dividends to non-resident
shareholders or shareholders that are companies resident in Cyprus. Payments of
dividend to shareholders that are physical persons resident in Cyprus are
subject to a 15% withholding tax. Companies, which do not distribute 70% of
their profits after tax, as defined by the relevant tax law within two years
after the end of the relevant tax year, will be deemed to have distributed as
dividends 70% of these profits. A special levy at 15% will be payable on such
deemed dividends to the extent that the shareholders (companies and individuals)
are Cyprus tax residents. The amount of deemed distribution is reduced by any
actual dividends paid out of the profits of the relevant year during the
following two years. This special levy is payable for the account of the
shareholders.

j. Serbia

Corporate income tax ('CIT') rate applicable to income of Serbian subsidiaries
is 10%. Losses stated in the tax balance (i.e. losses adjusted according to the
CIT Law rules) may be carried forward for the period of ten years and offset
against taxable income from the tax balance. Withholding tax at the rate of 20%
is due on the payment by residents companies to non-resident companies of
dividends and share in the profit of a legal entity, and on royalties, interest,
capital gains and proceeds from leasing real estate. Withholding tax may be
reduced if such possibility is provided by the respective double taxation
avoidance treaty .

k. Bulgaria

Corporate income tax rate for resident companies and non-resident entities with
a permanent establishment in Bulgaria is 10% (including capital gains).
Dividends paid to resident individuals and non-resident corporations and
individuals are subject to a final withholding tax of 5%, unless lower double
taxation treaty rates apply. Such final tax is not levied on dividends payable
to EU-member entity, provided that certain criteria are met. Losses may be
offset against taxable income for a period of five years from the incurrence
year-end.





NOTE 18  -  CASH FLOW APPENDICES


                                                                           For the year    For the year ended
                                                                          ended December      December 31,
                                                                                31,
                                                                               2007               2006
                                                                              € '000             € '000
Appendix A - Acquisition of subsidiaries
Cash and cash equivalents of subsidiaries acquired                                      14                   -
Short term deposits                                                               (12,021)                  22
Trade receivables and other receivables                                                 98                   5
Trading property                                                                    53,848               6,786
Trade payables                                                                       (176)                   -
Related parties                                                                          -             (6,814)
Other accounts payable                                                            (25,506)                   -
Less- Cash and cash equivalents of subsidiaries acquired                              (14)
Acquisitions of subsidiaries, net of cash held                                      16,243                 (1)

Appendix B - Disposal of Subsidiaries
Cash and cash equivalents of subsidiaries disposed                                  28,693                 463
Short term deposits                                                                  3,130                   -
Trade receivables                                                                (251,426)                 365
Other receivables                                                                   51,005               (145)
Trading properties                                                                 257,292              43,575
Investment properties                                                               13,684                   -
Long term balances and deposits                                                        748               1,401
Interest bearing loan from banks                                                 (168,838)            (31,293)
Trade payables                                                                    (54,700)             (1,631)
Other accounts payables                                                           (11,942)                 216
Related parties                                                                      2,251                   -
Deferred taxes and long term balances                                              (4,167)            (10,013)
Foreign currency translation adjustment                                                637                 115

Net identifiable assets and liabilities disposed                                 (133,633)               3,053

Cash from sale of subsidiaries                                                     103,937              23,776
Less- Cash and cash equivalents of subsidiaries disposed                          (28,693)               (463)
                                                                                    75,244              23,313
Non cash activities
Forgiveness of loans in consideration for issuance of ordinary shares                    -              17,264
(see note 23(b))
Suppliers and creditors for trading properties                                      34,020                   -
Share based options capitalized to trading properties                                4,806                 835

Interest paid                                                                        5,338               2,867
Interest received                                                                    6,468               1,857
Income taxes paid                                                                       11                  13









END


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

FR MGGZFLVGGRZM
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