ADMINOND TRADING & INVESTMENTS LIMITED REPORT AND CONSOLIDATED FINANCIAL STATEMENTS. For the year ended 31 December 2011

ADMINOND TRADING & INVESTMENTS LIMITED REPORT AND CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011 ADMINOND TRADING & INVESTMEN...
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ADMINOND TRADING & INVESTMENTS LIMITED REPORT AND CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

ADMINOND TRADING & INVESTMENTS LIMITED REPORT AND CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

CONTENTS

Page Officers and Professional Advisors Board of Directors' Report Independent Auditors' report

1 2&4 5-6

Consolidated statement of comprehensive income

7

Consolidated statement of financial position

8

Consolidated statement of changes in equity

9 - 10

Consolidated statement of cash flows Notes to the consolidated financial statements

11 13 - 41

1 ADMINOND TRADING & INVESTMENTS LIMITED OFFICERS AND PROFESSIONAL ADVISORS

Board of Directors

Nicolas Treppides KKLAW MANAGERS LIMITED Appointed on 21 December 2011

Secretary

Trea Secretarial Limited

Independent Auditors

KPMG Limited Chartered Accountants and Registered Auditors P.O.Box 40075 6300 Larnaca Cyprus

Bankers

Bank of Cyprus Public Company Ltd Marfin Popular Bank Public Co Ltd Bank Hapoalim (Schweiz) AG Landesbank Berlin AG Deutsche Kreditbank AG

Registered Office

Kafkasou 9, 6th floor, 2112 Nicosia Cyprus

Registration number

176494

2 ADMINOND TRADING & INVESTMENTS LIMITED BOARD OF DIRECTORS' REPORT

The Board of Directors of Adminond Trading & Investments Limited (the ''Company'') presents to the members its Annual Report together with the audited consolidated financial statements of the Company and its subsidiary companies (together referred to a the ''Group'') for the year ended 31 December 2011. PRINCIPAL ACTIVITIES The principal activity of the Group is to invest in European real estate. FINANCIAL RESULTS The Group's financial results for the year ended 31 December 2011 are set out on page 7 of the consolidated financial statements. The profit for the year attributable to equity holders of the Company amounted to €58.644 thousand (2010: €20.228 thousand). The proceeds from sale of investment properties during the year were €56.400 thousand (2010: NIL) The net cash from operating activities resulted in €18.090 (2010: €7.161). EXAMINATION OF THE DEVELOPMENT, POSITION AND PERFORMANCE OF THE ACTIVITIES OF THE GROUP The current financial position as presented in the financial statements is considered satisfactory. REVENUE The Group's revenue for the year ended 31 December 2011 was €26.402 thousand (2010: €10.404 thousand). DIVIDENDS On 31 October 2011 the Company in General Meeting declared the payment of a final dividend of €11.131 thousand (2010: €NIL thousand). MAIN RISKS AND UNCERTAINTIES The main risks and uncertainties faced by the Group and the steps taken to manage these risks, are described in note 25 of the consolidated financial statements. FUTURE DEVELOPMENTS The Board of Directors does not expect major changes in the principal activities of the Group in the foreseeable future. SHARE CAPITAL There were no changes in the share capital of the Company during the year.

3 ADMINOND TRADING & INVESTMENTS LIMITED BOARD OF DIRECTORS' REPORT (continued)

BOARD OF DIRECTORS The members of the Group's Board of Directors as at 31 December 2011 and at the date of this report are presented on page 1. KKLAW MANAGERS LIMITED was appointed as director on 21 December 2011 In accordance with the Company's Articles of Association all directors presently members of the Board continue in office. There were no significant changes in the assignment of responsibilities of the Board of Directors. EVENTS AFTER THE REPORTING PERIOD The events that occured after the reporting period are described below and in note 28 of the consolidated financial statements. On January 2012, the Group sold 124 residential units from the Residential Solingen I Grundstucks GmbH portfolio. The agreed purchasing price amounted to € 5.4 M. The company paid back the respective bank loan of € 3.37 M. On January 2012, the Group acquired a residential portfolio in Bonn. The agreed purchasing cost amounted to € 4.5 M. The property consists of 135 units and the acquisition was not financed by a bank loan. On January 2012, the Group acquired a residential portfolio in Velbert. The agreed purchasing cost amounted to € 23 M. The property consists of 762 units and the acquisition was partly financed by a bank loan of € 20 M. On April 2012, the Group acquired 50% of a residential portfolio in Essen and Monchengladbach. The agreed purchasing cost amounted to € 4 M (50%). The property consists of 208 units (100%) and the acquisition was partly financed by a bank loan of € 2.9 M (50%). On April 2012, the Group acquired 50% of a residential portfolio in Duisburg. The agreed purchasing cost amounted to € 13 M (50%). The property consists of 821 units (100%) and the acquisition was partly financed by a bank loan of € 10.25 M (50%). RELATED PARTY TRANSACTIONS Disclosed in note 24 of the consolidated financial statements.

5

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF Adminond Trading & Investments Limited Report on the consolidated financial statements We have audited the accompanying consolidated financial statements of Adminond Trading & Investments Limited (the ''Company'') and its subsidiaries ('the Group') on pages 7 to 41, which comprise the consolidated statement of financial position as at 31 December 2011, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. Board of Directors' responsibility for the consolidated financial statements The Board of Directors is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113. , and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors' responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

7 ADMINOND TRADING & INVESTMENTS LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the year ended 31 December 2011

Note

2010 €'000

26.402

10.404

Capital gains and property revaluation Staff costs Maintainance and refurbishment Property operating expenses Other expenses Operating profit

74.339 (1.151) (1.886) (10.867) (2.462) 84.375

20.792 (361) (722) (6.269) (315) 23.529

Net interest result Other financials result Net finance expenses

5

(5.747) (8.125) (13.872)

(2.160) 221 (1.939)

Profit before tax Deffered and current tax expenses

6

70.503 (11.859)

21.590 (1.362)

58.644

20.228

Revenue

Profit for the year Other comprehensive income

4

2011 €'000

-

-

Total comprehensive income for the year

58.644

20.228

Attributable to: Shareholders of the Company Non-controlling interests

58.662 (18)

19.213 1.015

Profit for the year

58.644

20.228

The notes on pages 13 to 41 are an integral part of these consolidated financial statements.

9 ADMINOND TRADING & INVESTMENTS LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 31 December 2011

Attributable to equity holders of the Company Retained Share capital Hedge reserve Other reserve earnings Note €'000 €'000 €'000 €'000 Balance at 1 January 2010 Total comprehensive income for the year Adjustments due to acquisitions and disposals of subsidiaries Balance at 31 December 2010

2 -

(132) -

2

22 (110)

The notes on pages 13 to 41 are an integral part of these consolidated financial statements.

15.000 15.000

Total €'000

Non-controlli ng interests Total equity €'000 €'000

6.687

21.557

1.582

23.139

19.213

19.213

1.015

20.228

160 26.060

182 40.952

(152) 2.445

30 43.397

10 ADMINOND TRADING & INVESTMENTS LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 31 December 2011

Attributable to equity holders of the Company Retained Share capital Hedge reserve Other reserve earnings Note €'000 €'000 €'000 €'000

Balance at 1 January 2011 Total comprehensive income for the year Dividends Adjustments due to acquisitions and disposals of subsidiaries Balance at 31 December 2011

2

7

(110)

-

-

-

(45) (155)

2

15.000 15.000

Total €'000

Non-controlli ng interests Total equity €'000 €'000

26.060

40.952

2.445

43.397

58.662 (11.131)

58.662 (11.131)

(18) -

58.644 (11.131)

(448) 73.143

(493) 87.990

(1.688) 739

(2.181) 88.729

Companies which do not distribute 70% of their profits after tax, as defined by the Special Contribution for the Defence of the Republic Law, during the two years after the end of the year of assessment to which the profits refer, will be deemed to have distributed this amount as dividend. Special contribution for defence at 15% will be payable on such deemed dividend to the extent that the shareholders (individuals and companies) at the end of the period of two years from the end of the year of assessment to which the profits refer are Cyprus tax residents. The amount of this deemed dividend distribution is reduced by any actual dividend paid out of the profits of the relevant year at any time. This special contribution for defence is paid by the company for the account of the shareholders.

The notes on pages 13 to 41 are an integral part of these consolidated financial statements.

11 ADMINOND TRADING & INVESTMENTS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 31 December 2011

2011 €'000 Cash flows from operating activities Profit for the year Adjustments for: Depreciation of property, plant and equipment Amortisation of goodwill Amortisation of computer software Fair value gains on investment property Other financials result Interest expense, net Tax expense Cash flows from operations before working capital changes Decrease/(increase) in inventories Increase in trade and other receivables Decrease/(increase) in financial assets at fair value through profit or loss Increase in derivative financial instruments Increase in trade and other payables Increase in provisions Cash flows from operations Tax paid Net cash flows from operating activities

58.644

2010 €'000

20.228

5 8 1 (71.165) 8.125 5.747 11.859 13.224 115 (5.770) 269 8.432 1.616 1.577 19.463 (1.373) 18.090

3 1 (20.792) 1.939 1.362 2.741 (115) (3.282) (20) 145 7.518 156 7.143 (203) 6.940

-

Cash flows from investing activities Payment for purchase of intangible assets Payment for purchase of property, plant and equipment Payment for purchase of investment property Payment for purchase of investments in investments in equity-accounted investees Loans granted Proceeds from sale of investment properties Interest received Net cash flows used in investing activities

(30) (52) (66.938)

(33) (103.241)

(2.397) (110) 56.400 (13.127)

(273) 1.873 (101.674)

Cash flows from financing activities Repayment of loans from related companies Repayment of loans from shareholders Proceeds from borrowings - net Proceeds from loans from shareholders Interest paid Dividends paid Other financials result Net cash flows (used in)/from financing activities

(766) (10.008) 29.585 (5.747) (11.131) (8.125) (6.192)

(200) 84.188 22.774 (3.812) 102.950

The notes on pages 13 to 41 are an integral part of these consolidated financial statements.

12 ADMINOND TRADING & INVESTMENTS LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 31 December 2011

2011 €'000

Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year

2010 €'000

(1.229) 8.887

8.216 (* 671

7.658

(* 8.887

(* The Company reclassified amount of Euro 819 thousands from cash and cash equivalents to tenancy deposits that record in the trade and other receivables.

The notes on pages 13 to 41 are an integral part of these consolidated financial statements.

13 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

1.

INCORPORATION AND PRINCIPAL ACTIVITIES Adminond Trading & Investments Limited (the ''Company'') was incorporated in Cyprus on 10 May 2006 as a private limited liability company under the Cyprus Companies Law, Cap. 113. Its Registered Office is at Kafkasou 9, 6th floor, 2112 Nicosia, Cyprus. The consolidated financial statements for the year ended 31 December 2011 consist of the financial statements of the Company and its subsidiaries. (which together are referred to as ''the Group'') The principal activity of the Group is to invest in European real estate.

2.

BASIS OF PREPARATION (a) Statement of compliance The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap.113. (b) Basis of measurement The consolidated financial statements have been prepared under the historical cost convention, except in the case of land, buildings and equipment, leases, and investments, which are shown at their fair value. (c) Adoption of new and revised International Financial Reporting Standards and Interpretations During the current year the Group adopted all the new and revised International Financial Reporting Standards (IFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 January 2011 . This adoption did not have a material effect on the accounting policies of the Group At the date of approval of these financial statements, standards and interpretations were issued by the International Accounting Standards Board which were not yet effective. Some of them were adopted by the European Union and others not yet. The Board of Directors expects that the adoption of these accounting standards in future periods will not have a material effect on the consolidated financial statements of the Group (d) Use of estimates and judgements The preparation of financial statements in accordance with IFRSs requires from Management the exercise of judgment, to make estimates and assumptions that influence the application of accounting principles and the related amounts of assets and liabilities, income and expenses. The estimates and underlying assumptions are based on historical experience and various other factors that are deemed to be reasonable based on knowledge available at that time. Actual results may deviate from such estimates. The estimates and underlying assumptions are revised on a continuous basis. Revisions in accounting estimates are recognised in the period during which the estimate is revised, if the estimate affects only that period, or in the period of the revision and future periods, if the revision affects the present as well as future periods. In particular, information about significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements are described below:

14 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

2.

BASIS OF PREPARATION (continued) (d) Use of estimates and judgements (continued) •

Provision for bad and doubtful debts The Group reviews its trade and other receivables for evidence of their recoverability. Such evidence includes the customer's payment record and the customer's overall financial position. If indications of irrecoverability exist, the recoverable amount is estimated and a respective provision for bad and doubtful debts is made. The amount of the provision is charged through the profit or loss. The review of credit risk is continuous and the methodology and assumptions used for estimating the provision are reviewed regularly and adjusted accordingly.



Income taxes Significant judgement is required in determining the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.



Fair value of investment property The Group uses external valuation reports issued by independent professionally qualified valuers to determine the fair value of its investment properties. The fair value of the investment property has been estimated based on the fair value of the particular investment properties held.



Impairment of investments in associates The Group periodically evaluates the recoverability of investments in associates whenever indicators of impairment are present. Indicators of impairment include such items as declines in revenues, earnings or cash flows or material adverse changes in the economic or political stability of a particular country, which may indicate that the carrying amount of an asset is not recoverable. If facts and circumstances indicate that investment in associates may be impaired, the estimated future undiscounted cash flows associated with these subsidiaries/associates would be compared to their carrying amounts to determine if a write-down to fair value is necessary.



Impairment of available-for-sale financial assets The Group follows the guidance of IAS 39 in determining when an investment is other-than-temporarily impaired. This determination requires significant judgement. In making this judgement, the Group evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost and the financial health and near-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flow.

15 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

2.

BASIS OF PREPARATION (continued) (d) Use of estimates and judgements (continued) •

Impairment of intangible asset Intangible assets are initially recorded at acquisition cost and are amortized on a straight line basis over their useful economic life. Intangible assets that are acquired through a business combination are initially recorded at fair value at the date of acquisition. Intangible assets with indefinite useful life are reviewed for impairment at least once per year. The impairment test is performed using the discounted cash flows expected to be generated through the use of the intangible assets, using a discount rate that reflects the current market estimations and the risks associated with the asset. When it is impractical to estimate the recoverable amount of an asset, the Group estimates the recoverable amount of the cash generating unit in which the asset belongs to.



Impairment of goodwill Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units of the Group on which the goodwill has been allocated. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the cash-generating units using a suitable discount rate in order to calculate present value.

(e) Functional and presentation currency The financial statements are presented in Euro (€'000) which is the functional currency of the Group. 3.

SIGNIFICANT ACCOUNTING POLICIES The following accounting policies have been applied consistently for all the years presented in these consolidated financial statements and in stating the financial position of the Group. The accounting policies have been consistently applied by all companies of the Group. Basis of consolidation

The Group consolidated financial statements comprise the financial statements of the parent company Adminond Trading & Investments Limited and the financial statements of the subsidiaries stated in note14. Subsidiaries are entities controlled by the Group. Control exists where the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the date that control commences until the date control ceases. Intra-group balances, and any unrealised income and expenses arising from intra-group transactions are eliminated in preparing consolidated financial statements. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group.

16 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

3.

SIGNIFICANT ACCOUNTING POLICIES (continued) Basis of consolidation (continued) Changes in the Group's ownership interests in existing subsidiaries Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company. When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. When assets of the subsidiary are carried at revalued amounts or fair values and the related cumulative gain or loss has been recognised in other comprehensive income and accumulated in equity, the amounts previously recognised in other comprehensive income and accumulated in equity are accounted for as if the Company had directly disposed of the relevant assets (i.e. reclassified to profit or loss or transferred directly to retained earnings as specified by applicable IFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IAS 39 Financial Instruments: Recognition and Measurement or, when applicable, the cost on initial recognition of an investment in an associate or a jointly controlled entity. Business combinations Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in profit or loss as incurred. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that: •

deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively;



liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 Share-based Payment at the acquisition date; and



assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

17 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

3.

SIGNIFICANT ACCOUNTING POLICIES (continued) Business combinations (continued) Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain. Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests' proportionate share of the recognised amounts of the acquiree's identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another IFRS. When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IAS 39, or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognised in profit or loss. When a business combination is achieved in stages, the Group's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date (i.e. the date when the Group obtains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of.

18 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

3.

SIGNIFICANT ACCOUNTING POLICIES (continued) Business combinations (continued) If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date. Business combinations that took place prior to 1 January 2010 were accounted for in accordance with the previous version of IFRS 3. Investments in associates An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The results and assets and liabilities of associates are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. Under the equity method, an investment in an associate is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group's share of the profit or loss and other comprehensive income of the associate. When the Group's share of losses of an associate exceeds the Group's interest in that associate (which includes any long-term interests that, in substance, form part of the Group's net investment in the associate), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate. Any excess of the cost of acquisition over the the Group's share of the net fair value of the identifiable assets, liabilities and contingent liabilities of an associate recognised at the date of acquisition is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the the Group's share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognised immediately in profit or loss. The requirements of IAS 39 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group’s investment in an associate. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 Impairment of Assets as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs to sell) with its carrying amount, Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases. When a group entity transacts with its associate, profits and losses resulting from the transactions with the associate are recognised in the Groups consolidated financial statements only to the extent of interests in the associate that are not related to the Group.

19 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

3.

SIGNIFICANT ACCOUNTING POLICIES (continued) Revenue recognition Revenue comprises the invoiced amount for the sale of services net of Value Added Tax, rebates and discounts. Revenues earned by the Group are recognised on the following bases: •

Rendering of services Sales of services are recognised in the accounting period in which the services are rendered by reference to completion of the specific transaction assessed on the basis of the actual service provided as a proportion of the total services to be provided.



Income from investments in securities Dividend from investments in securities is recognised when the right to receive payment is established. Withheld taxes are transferred to profit or loss. Interest from investments in securities is recognised on an accruals basis. Profits or losses from the sale of investments in securities represent the difference between the net proceeds and the carrying amount of the investments sold and is transferred to profit or loss. The difference between the fair value of investments at fair value through profit or loss as at 31 December 2011 and the mid cost price represents unrealised gains and losses and is included in profit or loss in the period in which it arises. Unrealised gains and losses arising from changes in the fair value of available-for-sale financial assets are recognised in equity. When available-for-sale financial assets are sold or impaired, the accumulated fair value adjustments are included in profit or loss as fair value gains or losses on investments, taking into account any amounts charged or credited to profit or loss in previous periods.



Changes in balance of operating cost receivables The position reflects the change in the operating cost receivables that consists of accumulated recoverable property operating expenses recharged on the tenants. The operating cost receivables are paid off on an annual basis by the respective prepayments received for operating costs.



Other operating income Other income is used to represent income from activities other than rental operations, such as profit from release of provisions, tax repayments, commissions, cancelled debts and others.



Rental income Rental income is recognised on an accruals basis in accordance with the substance of the relevant agreements.

Net interest result Net interest result comprises interest income and expenses recognized on an accrual basis, using the effective interest method. The results originate from loans granted by related parties and credit institutions. Other financials result Other financials result contains changes in fair value of derivative financial instruments, borrowing costs such as loan brokerage fees and refinance consultancy premiums, bank transaction fees, etc.

20 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

3.

SIGNIFICANT ACCOUNTING POLICIES (continued) Tax Income tax expense represents the sum of the tax currently payable and deferred tax. Tax liabilities and assets for the current and prior periods are measured at the amount expected to be paid to or recovered from the taxation authorities, using the tax rates and laws that have been enacted, or substantively enacted, by the reporting date. Current tax includes any adjustments to tax payable in respect of previous periods. Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Currently enacted tax rates are used in the determination of deferred tax. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Property taxes German property taxation includes taxes on the holding of real estate property and construction. Dividends Dividend distribution to the Group's shareholders is recognised in the Group's financial statements in the year in which they are approved by the Group's shareholders. Property, plant and equipment Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Depreciation is recognised in profit or loss on the straight-line method over the useful lives of each part of an item of property, plant and equipment. The annual depreciation rates used for the current and comparative periods are as follows:

Furniture, fixtures and office equipment

% 10-50

Depreciation methods, useful lives and residual values are reassessed at the reporting date. Where the carrying amount of an asset is greater than its estimated recoverable amount, the asset is written down immediately to its recoverable amount. Expenditure for repairs and maintenance of property, plant and equipment is charged to profit or loss of the year in which it is incurred. The cost of major renovations and other subsequent expenditure are included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the

21 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

3.

SIGNIFICANT ACCOUNTING POLICIES (continued) Property, plant and equipment (continued) sales proceeds and the carrying amount of the asset and is recognised in profit or loss. Investment properties Investment property, principally comprising residential and office buildings, is held for long-term rental yields and/or for capital appreciation. Investment property is carried at fair value, representing open market value determined by external valuers. Changes in fair values are recorded in profit or loss and are included in other operating income. Property that is being constructed or developed for future use as investment property is treated as owner occupied until construction or development is completed at which time the property becomes investment property. Such property is carried at cost which includes transaction costs. An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the continued use of the asset. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in which the property is derecognised. Intangible assets (i)

Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired undertaking at the date of acquisition. Goodwill on acquisition of subsidiaries is included in ''intangible assets''. Goodwill on acquisitions of associates is included in 'investments in associates'. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an undertaking include the carrying amount of goodwill relating to the undertaking sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing. Any excess of the interest in the net fair value of acquiree's identifiable assets, liabilities and contingent liabilities over cost is recognised immediately in proit or loss.

22 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

3.

SIGNIFICANT ACCOUNTING POLICIES (continued) (ii) Computer software Costs that are directly associated with identifiable and unique computer software products controlled by the Group and that will probably generate economic benefits exceeding costs beyond one year are recognised as intangible assets. Subsequently computer software is carried at cost less any accumulated amortisation and any accumulated impairment losses. Expenditure which enhances or extends the performance of computer software programs beyond their original specifications is recognised as a capital improvement and added to the original cost of the computer software. Costs associated with maintenance of computer software programs are recognised as an expense when incurred. Computer software costs are amortised using the straight-line method over their useful lives, not exceeding a period of three years. Amortisation commences when the computer software is available for use and is included within administrative expenses. An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised. Financial assets and liabilities Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument. (i)

Trade receivables Trade receivables are initially measured at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. The allowance recognised is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition.

(ii) Prepayments Payments received in advance on development contracts for which no revenue has been recognised yet, are recorded as prepayments from clients as at the reporting date and carried under liabilities. Prepayments received for operating costs Prepayments received comprise payments received from tenants for the operating cost of the property. Prepaid expenses Expenses prepaid by the company which are e.g. recognized throughout a period or prepayments of the company for services that remained incomplete as of the statement’s date. Tenancy Deposits Tenancy deposits are paid to ensure the apartment is returned in good condition. The tenancy deposits can also be used as loss of rent occurs.

23 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

3.

SIGNIFICANT ACCOUNTING POLICIES (continued) Financial assets and liabilities (continued) (iii) Investments The Group classifies its investments in equity and debt securities in the following categories: financial assets at fair value through profit or loss, held-to-maturity investments and available for-sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of investments at initial recognition. •

Available-for-sale financial assets Investments intended to be held for an indefinite period of time, which may be sold in response to needs for liquidity or changes in interest rates, are classified as available-for-sale; these are included in non-current assets unless management has the express intention of holding the investment for less than 12 months from the reporting date or unless they will need to be sold to raise operating capital, in which case they are included in current assets. Regular way purchases and sales of investments are recognised on trade-date which is the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Investments are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are carried at amortised cost using the effective interest method. Realised and unrealised gains and losses arising from changes in the fair value of financial assets at fair value through profit or loss are included in profit or loss in the period in which they arise. Unrealised gains and losses arising from changes in the fair value of available-for-sale financial assets are recognised in other comprehensive income and then in equity. When available-for-sale financial assets are sold or impaired, the accumulated fair value adjustments are included in profit or loss. The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm's length transactions, reference to other instruments that are substantially the same and discounted cash flow analysis, making maximum use of market inputs and relying as little as possible on entity specific inputs. Equity investments for which fair values cannot be measured reliably are recognised at cost less impairment. The Group assesses at each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity securities classified as available for sale, a significant or prolonged decline in the fair value of the security below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for available-for-sale financial assets the cumulative loss which is measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss, is removed from equity and recognised in the profit or loss.

24 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

3.

SIGNIFICANT ACCOUNTING POLICIES (continued) Financial assets and liabilities (continued) (iii) Investments (continued) For financial assets measured at amortised cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. In respect of available for sale equity securities, impairment losses previously recognised in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognised in other comprehensive income and accumulated under the heading of investments revaluation reserve. In respect of available for sale debt securities, impairment losses are subsequently reversed through profit or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss. (iv) Cash and cash equivalents For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise cash at bank and in hand. (v) Borrowings Borrowings are recorded initially at the proceeds received, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method. (vi) Trade payables Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method. Derecognition of financial assets and liabilities Financial assets A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when: • the rights to receive cash flows from the asset have expired; • the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a 'pass through' arrangement; or • the Group has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

25 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

3.

SIGNIFICANT ACCOUNTING POLICIES (continued) Derecognition of financial assets and liabilities (continued) Financial liabilities A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss. Impairment of assets Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Offsetting financial instruments Financial assets and financial liabilities are offset and the net amount reported in the consolidated statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. This is not generally the case with master netting agreements, and the related assets and liabilities are presented gross in the consolidated statement of financial position. Inventories Inventories are stated at the lower of cost and net realisable value. The cost is determined using the weighted average method. Net realisable value is the estimated selling price in the ordinary course of business, less the costs to completion and selling expenses. Share capital Ordinary shares are classified as equity. Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Group expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. Non-current liabilities Non-current liabilities represent amounts that are due more than twelve months from the reporting date.

26 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

3.

SIGNIFICANT ACCOUNTING POLICIES (continued) Property operating expenses This item includes operating costs that can be recharged to the tenants and direct management costs of the properties. Maintenance and refurbishment Maintenance expenses for the upkeep of the property in its current condition, as well as expenditure for repairs are charged to the income statement. Refurbishment that takes place subsequent to an extern valuation, thus missing to reflect its additional value, will also be stated in this account. Comparatives Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current year.

4.

REVENUE 2011 €'000 Net Rent Property operating income Other income

2010 €'000

16.169 8.729 1.504

7.706 2.654 44

26.402

10.404

Property operating income consists of reimbursed property operating costs amounted to €4,009 and changes in balance of operating cost receivables amounted to €4,720.

27 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

5.

NET INTEREST AND OTHER FINANCIALS RESULT 2011 €'000

Interest expense Loan interest Group interest

2010 €'000

4.407 1.340

1.748 412

5.747

2.160

Other financials result is analysed as follows: 2011 €'000 Derivative financial instruments Others

6.

2010 €'000

6.494 1.631

(211) -

8.125

(211)

TAX EXPENSE

Note Current income taxes Property taxes Deferred taxes Total tax for the year

21

2011 €'000

2010 €'000

306 1.067 10.486

83 203 1.076

11.859

1.362

The German subsidiaries are subject to taxation under the laws of Germany. Income taxes are calculated using a federal corporate tax of 15,0 % for 31 December 2011, plus an annual solidarity surcharge of 5,5 % on the amount of federal corporate taxes payable. (Aggregated tax rate: 15,825%). The corporation tax rate for Cyprus companies is 10%. Under certain conditions interest income may be subject to defence contribution at the rate of 10%. In such cases this interest will be exempt from corporation tax. In certain cases, dividends received from abroad may be subject to special contribution to the defence fund at the rate of 15%.

28 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

7.

DIVIDENDS 2011 €'000 Final dividend paid

2010 €'000

11.131 11.131

-

On 31 October 2011 the Company in General Meeting declared the payment of a final dividend of €11.131 thousand (2010: €NIL thousand). Dividends are subject to a deduction of special contribution to the defence fund at the rate of 15% for individual shareholders that are resident in Cyprus. 8.

EQUIPMENT Furniture, fixtures and office equipment €'000

Total

€'000

Cost Balance at 1 January 2010 Balance at 31 December 2010

18 18

18 18

Balance at 1 January 2011 Additions Balance at 31 December 2011

18 52 70

18 52 70

Depreciation Balance at 1 January 2010 Depreciation for the year Balance at 31 December 2010

10 3 13

10 3 13

Balance at 1 January 2011 Depreciation for the year Balance at 31 December 2011

13 5 18

13 5 18

Carrying amounts Balance at 31 December 2011 Balance at 31 December 2010

52 5

52 5

29 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

9.

INTANGIBLE ASSETS Computer software €'000

Goodwill €'000 Cost Balance at 1 January 2010 Additions Balance at 31 December 2010

12 33 45

Balance at 1 January 2011 Additions Balance at 31 December 2011 Amortisation Balance at 1 January 2010 Amortisation for the year Balance at 31 December 2010

Total €'000

6

18 33 51

45 28 73

6 2 8

51 30 81

-

3 1 4

3 1 4

8 8

4 1 5

4 9 13

Carrying amounts Balance at 31 December 2011

65

3

68

Balance at 31 December 2010

45

2

47

Balance at 1 January 2011 Amortisation for the year Balance at 31 December 2011

6 -

Computer software comprises of 5 software programs 10.

INVESTMENT PROPERTY 2011 €'000

2010 €'000

Balance at 1 January Additions Disposals Transfer to available for sale investment property Fair value adjustment

181.813 66.938 (56.400) (5.400) 71.165

57.780 103.241 20.792

Balance at 31 December

258.116

181.813

Investment properties are stated at fair value, which has been determined based on external valuation reports performed by independent professionally qualified valuers as of 31 December 2011.

30 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

11.

INVESTMENTS IN SUBSIDIARIES

The details of the subsidiaries included in the consolidated financial statements of the Group are as follows: Name

Country of incorporation

Residential Project Monchengladback Grundstucks GmbH Pahlia Limited

Germany Cyprus

Carmiside Investments Limited

Cyprus

Berardi Investments Limited

Cyprus

Holzmindener Strabe Tempelhofer WegGrundstcks GmbH Nimessa Investments Limited

Germany Cyprus

Aistair Investments Limited

Cyprus

Brexton Holdings Limited

Cyprus

Melonrock Investments Limited

Cyprus

Townleyhall Investments Limited

Cyprus

Quinnell Investments Limited

Cyprus

Adva Investments Limited

Cyprus

Neroway Holdings Limited

Cyprus

Melbonaco Investments Limited

Cyprus

Awdess 1.Grundstucks GmbH

Germany

Jade 660. GmbH

Germany

AGG Auguste–Victoria–Allee Grundstucks Germany GmbH Residential Braunschweig I Grundstucks Germany GmbH Residential Braunschweig II Grundstucks Germany GmbH

Principal activities

Investing in real estate properties Holding of investments Holding of investments Holding of investments Investing in real estate properties Holding of investments Holding of investments Holding of investments Holding of investments Holding of investments Holding of investments Holding of investments Holding of investments Holding of investments Investing in real estate properties Investing in real estate properties Investing in real estate properties Investing in real estate properties Investing in real estate properties

2011 Holding %

2010 Holding %

94

94

100

100

100

100

100

100

0

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

94

50

94

50

0

100

100

100

100

100

31 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011 11.

INVESTMENTS IN SUBSIDIARIES (continued) Residential Braunschweig III Grundstucks Germany GmbH Residential Bielefeld I Grundstucks GmbH Germany Residential Bielefeld II Grundstucks GmbH Germany Residential Dortmund I Grundstucks GmbH Residential Erkrath I Grundstucks GmbH

Germany Germany

Residential Erkrath II Grundstucks GmbH

Germany

Residential Hurth Grundstucks GmbH

Germany

Residential Koln Grundstucks GmbH

Germany

SGG Scharnweberstrabe Grundstucks GmbH Jade 992 GmbH

Germany Germany

Residential Dortmund II Grundstucks Germany GmbH Residential Solingen I Grundstucks GmbH Germany Residential Solingen II Grundstucks GmbH Germany RGG Rohrdamm Grundstucks GmbH

Germany

Mindoza Investments Limited

Cyprus

Mansanu Investments Limited

Cyprus

Sedoy Investments Limited

Cyprus

Romeliaco Investments Limited

Cyprus

Brencere Invetsments Limited

Cyprus

Residential Bremerhaven Grundstucks GmbH Residential Hagen Grundstucks GmbH

Germany Germany

Residential Wuppertal Grundstucks GmbH Germany Residential Dortmund III Grundstucks GmbH Terra – Heimbau Zwei Ltd & Co KG

Germany Germany

Investing in real estate properties Investing in real estate properties Investing in real estate properties Investing in real estate properties Investing in real estate properties Investing in real estate properties Investing in real estate properties Investing in real estate properties Investing in real estate properties Investing in real estate properties Investing in real estate properties Investing in real estate properties Investing in real estate properties Investing in real estate properties Holding of Investments Holding of Investments Holding of Investments Holding of Investments Holding of Investments Investing in real estate properties Investing in real estate properties Investing in real estate properties Investing in real estate properties Investing in real estate properties

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100 0

100

100

100

100

100

100

100

100

100

100

100

100

-

100

-

100

-

100

-

100

-

100

-

100

-

100

-

100

-

50

-

32 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011 11.

INVESTMENTS IN SUBSIDIARIES (continued) Terra – Heimbau 407 Ltd & Co KG

Germany

Residential Velbert Grundstucks GmbH

Germany

Residential Lunen Grundstucks GmbH

Germany

Residential Essen I Grundstucks GmbH

Germany

Residential Essen II Grundstucks GmbH

Germany

Residential Duisburg Grundstucks GmbH

Germany

Residential Project Munchen-gladbach II Grundstucks GmbH Residential Dortmund IV Grundstucks GmbH

Germany Germany

Investing in real estate properties Investing in real estate properties Investing in real estate properties Investing in real estate properties Investing in real estate properties Investing in real estate properties Investing in real estate properties Investing in real estate properties

50

-

100

-

100

-

100

-

100

-

100

-

100

-

100

-

33 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

12.

INVESTMENTS IN EQUITY-ACCOUNTED INVESTEES 2011 €'000

2010 €'000

Balance at 1 January Additions

2.397

-

Balance at 31 December

2.397

-

2011 Holding %

2010 Holding %

The details of the investments are as follows: Name

Country of incorporation

Terra Heimbau Zwei Ltd & Co KG

Germany

Terra Heimbau 407 Ltd & Co KG

Germany

Principal activities

Investing in real estate properties Investing in real estate properties

50

0

50

0

34 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

13.

AVAILABLE-FOR-SALE INVESTMENT PROPERTY 2011 €'000 Balance at 1 January

2010 €'000 -

-

Transfer from investment property

5.400

-

Balance at 31 December

5.400

-

Available-for-sale investment properties are classified as current assets, since they are expected to be realised within twelve months from the reporting date . 14.

DERIVATIVE FINANCIAL LIABILITIES Interest rate swaps 2011 €'000 Liabilities Non-current portion

2010 €'000

8.823

391

8.823

391

The Group uses interest rate swaps to manage its exposure to interest rate movements on its bank borrowings (as required by the lending banks) by swapping a proportion of the borrowing from floating rates to fixed rates. The calculation of the fair value of swaps is based on discounted cash flows of future anticipated interest payments on the swap agreements in place compared with the discounted cash flows of anticipated interest payments at market swap interest rates at the reporting date. The interest rate swap is designated and effective as cash flow hedge and the fair value thereof has been deferred in equity. 15.

INVENTORIES 2011 €'000 Fuel

2010 €'000 -

115

-

115

Work in progress represents the amount of recoverable cost that was not charged yet to the tenants.

35 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

16.

TRADE AND OTHER RECEIVABLES 2011 €'000 Operating costs receivables Receivables from related companies Rent and other receivables Tenancy deposits Prepayments

Current portion

2010 €'000

8.875 374 2.423 1.449 131

5.929 116 500 (* 819 118

13.252

(* 7.482

13.252

7.482

13.252

7.482

The fair values of trade and other receivables due within one year approximate to their carrying amounts as presented above. The exposure of the Group to credit risk and impairment losses in relation to trade and other receivables is reported in note 25 of the consolidated financial statements. 17.

DERIVATIVE FINANCIAL ASSETS 2011 €'000 Balance at 1 January Additions Disposals Balance at 31 December

2010 €'000

269 (269)

249 20 -

-

269

The financial assets at fair value through profit or loss are marketable securities and are valued at market value at the close of business on 31 December by reference to Stock Exchange quoted bid prices. Financial assets at fair value through profit or loss are classified as current assets because they are expected to be realised within twelve months from the reporting date. In the cash flow statement, financial assets at fair value through profit or loss are presented within the section on operating activities as part of changes in working capital. In the consolidated statement of comprehensive income, changes in fair values of financial assets at fair value through profit or loss are recorded in operating income. The exposure of the Group to market risk in relation to financial assets is reported in note 25 of the consolidated financial statements.

36 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

18.

CASH AND CASH EQUIVALENTS Cash balances are analysed as follows: 2011 €'000 Cash at bank and in hand

2010 €'000

7.658

8.887

7.658

(* 8.887

The exposure of the Group to credit risk and impairment losses in relation to cash and cash equivalents is reported in note 25 of the consolidated financial statements. 19.

SHARE CAPITAL 2011 Number of shares

20.

2011

2010 Number of shares

€'000

2010 €'000

Authorised Ordinary shares of €1,71 each

1.000

2

1.000

2

Issued and fully paid Balance at 1 January

1.000

2

1.000

2

Balance at 31 December

1.000

2

1.000

2

LOANS AND BORROWINGS 2011 €'000

2010 €'000

Long term liabilities Bank loans

138.149

110.129

Short term liabilities Bank loans

2.599

1.034

The exposure of the Group to interest rate risk in relation to financial instruments is reported in note 25 of the consolidated financial statements.

37 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

21.

DEFERRED TAX Deferred tax liability 2011 €'000

2010 €'000

Balance at 1 January Revaluation of land and buildings Debit in profit or loss

3.189 (57) 10.486

1.835 278 1.076

Balance at 31 December

13.618

3.189

Deferred tax assets Deferred taxation asset arises as follows: 2011 €'000 Temporary tax differences

2010 €'000 725

527

725

527

Deferred tax is calculated in full on all temporary differences under the liability method using the applicable tax rates (Note 6). Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. German property taxation includes taxes on the holding of real estate property and construction. 22.

PROVISIONS Provisions €'000

Balance at 1 January 2010 Utilised during the

41 296

Balance at 31 December 2010

337

Balance at 1 January 2011 Utilised during the year

337 1.577

Balance at 31 December 2011

1.914

38 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

23.

TRADE AND OTHER PAYABLES 2011 €'000 Trade payables and other payables Prepayments received for operating costs Tenancy deposits Deferred income Payables to related companies

2010 €'000

2.772 9.996 1.600 473 372

4.978 5.068 923 87 105

15.213

11.161

The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above. The exposure of the Group to liquidity risk in relation to financial instruments is reported in note 25 of the consolidated financial statements. 24.

RELATED PARTY TRANSACTIONS The transactions and balances with related parties are as follows: (i) Receivables from related companies (Note 16) 2011 €'000 Name Other related companies

Nature of transactions Trade

2010 €'000 374

116

374

116

(ii) Loans to associated undertakings 2011 €'000 Other related companies

2010 €'000 479

369

479

369

(iii) Payables to related companies (Note 23) 2011 €'000 Name Other related companies

Nature of transactions Trade

2010 €'000 372

105

372

105

39 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

24.

RELATED PARTY TRANSACTIONS (continued) (iv) Loans from associate undertakings 2011 €'000 Other related companies

2010 €'000 309

1.075

309

1.075

(v) Loan from shareholders 2011 €'000 Loans from shareholders

2010 €'000

18.793

28.801

18.793

28.801

The loans from shareholders were provided with an interest rate of 5,65% - 8% and they are repayable within the years 2012 to 2015. 25.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT Financial risk factors The Group is exposed to the following risks from its use of financial instruments: • Credit risk • Liquidity risk • Market risk • Operational risk • Other risks The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. (i)

Credit risk Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the reporting date. The Group has no significant concentration of credit risk. The Group has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history and monitors on a continuous basis the ageing profile of its receivables. Cash balances are held with high credit quality financial institutions and the Group has policies to limit the amount of credit exposure to any financial institution.

40 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

25.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued) (i)

Credit risk (continued) Trade and other receivables The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables. The main components of this allowance are a specific loss component that relates to individually significant exposures and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified.

(ii) Liquidity risk Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Group has procedures with the object of minimising such losses such as maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities. (iii) Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company's income or the value of its holdings of financial instruments. Interest rate risk Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group's management monitors the interest rate fluctuations on a continuous basis and acts accordingly. (iv) Operational risk Operational risk is the risk that derives from the deficiencies relating to the Group's information technology and control systems as well as the risk of human error and natural disasters. The Group's systems are evaluated, maintained and upgraded continuously. (v) Other risks The general economic environment prevailing in Cyprus and internationally may affect the Group's operations to a great extent. Economic conditions such as inflation, unemployment, and development of the gross domestic product are directly linked to the economic course of every country and any variation in these and the economic environment in general may create chain reactions in all areas hence affecting the Group. Capital management The Group manages its capital to ensure that it will be able to continue as a going concern while increasing the return to shareholders through the strive to improve the debt equity ratio. The Group's overall strategy remains unchanged from last year.

41 ADMINOND TRADING & INVESTMENTS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 31 December 2011

26.

FAIR VALUES The fair values of the Group's financial assets and liabilities approximate their carrying amounts at the reporting date.

The fair value of financial instruments traded in active markets, such as publicly traded trading and available-for-sale financial assets is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the Group is the current bid price. The appropriate quoted market price for financial liabilities is the current ask price. 27.

CONTINGENT LIABILITIES The Group had no contingent liabilities as at 31 December 2011.

28.

EVENTS AFTER THE REPORTING PERIOD There were no material events after the reporting period except as described here below: On January 2012, the Group sold 124 residential units from the Residential Solingen I Grundstucks GmbH portfolio. The agreed purchasing price amounted to € 5.4 M. The company paid back the respective bank loan of € 3.37 M. On January 2012, the Group acquired a residential portfolio in Bonn. The agreed purchasing cost amounted to € 4.5 M. The property consists of 135 units and the acquisition was not financed by a bank loan. On January 2012, the Group acquired a residential portfolio in Velbert. The agreed purchasing cost amounted to € 23 M. The property consists of 762 units and the acquisition was partly financed by a bank loan of € 20 M. On April 2012, the Group acquired 50% of a residential portfolio in Essen and Monchengladbach. The agreed purchasing cost amounted to € 4 M (50%). The property consists of 208 units (100%) and the acquisition was partly financed by a bank loan of € 2.9 M (50%). On April 2012, the Group acquired 50% of a residential portfolio in Duisburg. The agreed purchasing cost amounted to € 13 M (50%). The property consists of 821 units (100%) and the acquisition was partly financed by a bank loan of € 10.25 M (50%).

On 16 May 2012 the Board of Directors of Adminond Trading & Investments Limited authorised these financial statements for issue.

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