BELLEVUE SITE PROJECT

BELLEVUE SITE PROJECT IN LJUBLJANA, SLOVENIA FIRST CALL TENDER AND BIDDING DOCUMENTS INVITATION LETTER FOR INTERESTED INVESTORS/BUYERS By Kingdom Inve...
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BELLEVUE SITE PROJECT IN LJUBLJANA, SLOVENIA FIRST CALL TENDER AND BIDDING DOCUMENTS INVITATION LETTER FOR INTERESTED INVESTORS/BUYERS By Kingdom Investment Group, Amman, Jordan

LJUBLJANA, OCTOBER 5TH 2013

THE TENDER AND BIDDING LJUBLJANA, SLOVENIA

DOCUMENTATION FOR

BELLEVUE

SITE PROJECT IN

I. The Selller’s and Owner’s (SPV) – subject of sale presentation Bellevue Investicije, podjetje za razvoj in upravljanje d.o.o. (English translation of the name of the company: Bellevue Investment, company for development and management LLC), a limited liability company registered under laws and regulations of Republic of Slovenia a full member of EU and EMU, with registered seat in Zaloška cesta 159, 1000 Ljubljana, Slovenia (VAT ID no.: SI20290012, Company registration no.: 3547990000, in further text referred to as “The Owner” or “The SPV Company”, is the sole owner of the real estate of Hotel Bellevue site complex in Ljubljana. The Owner was registered on 20/05/2009 as a new SPV company with only purpose to develope and operate the Bellevue site complex investment project in Ljubljana, Slovenia. The Owner and its operation was not involved with any other activity then the acquisition and development of the Belelvue site complex investment project. The balance sheets and income statements for last three years of operation of the SPV company is presented in the appendix to this document. 100% shares of the SPV company are owned by the Kingdom Investment Group (KIG) Company, a limited liability company, with seat in Amman in Kingdom of Jordan registered under registration number 30421 at the Companies Control Department at Ministry of Industry and Trade of Kingdom of Jordan. Kingdom Investment Group (KIG) is the Seller of the shares of the SPV company.

II. The city of Ljubljana – location of Bellevue site – facts and figures

Ljubljana is not only the Capital of Slovenia but the political, scientific, business, financial and cultural centre of Slovenia and the Slovenian nation. With just over 280,000 residents, is at the same time Slovenia's biggest city and its most important commercial centre. Those that live in Slovenia's capital and its numerous visitors say that Ljubljana is a city tailor-made for well being of people who live there and their visitors. It is strictly forbidden to copy or distribute this material without consent of the owner and author!

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Slovenia is a small and picturesque country and lies in the heart of Europe, where the Alps and the Pannonian plains meet the Mediterranean and the Karst. Ljubljana is situated exactly in the middle of this small and picturesque country. When in Ljubljana in Slovenia, all of its many attractions are in the palm of your hand. It is just 210 km to the Slovenian border from Vienna, 230 km from Budapest, 430 km from Milan and 190 km from Venice. Ljubljana lies in a basin between the Karst and the Alps, some 298 m above sea level. As said, with its 280,000 inhabitants, it is one of the smaller European capitals yet it is big enough to encompass everything expected of a capital city while being small enough to allow people to retain their individuality. In Ljubljana one shall feel a mixture of Slavic charm and sincerity, as well as Mediterranean temperament and a touch of Nordic reserve. It is possible to enjoy the flair of the city with its traditional architecture, museums, archaeological sites, monuments, many theatres and one of the oldest philharmonic orchestras in the world. The city's increasingly vibrant commercial and trading life and rapid growth of foreign diplomatic representatives give it an ever greater cosmopolitan touch. Ljubljana offers a wide variety of cafes, pubs, bars and restaurants. Relief from the hustle and bustle of life in the capital can be found in the many parks and woodland areas which in some places extend almost right into the city center. One of traditionally such locations is as well Bellevue site. How to get to Ljubljana: By Air: Jože Pučnik Airport ( http://www.lju-airport.si/eng ), 25 km from the center of Ljubljana, has good connections with other European airports like Vienna, Munich, Frankfurt, London etc. Transport from the airport to the main bus station in the center of Ljubljana is provided by many bus transfers, taxi services and special transport services. There is a possibility as well to fly to the Airport Trieste, Italy and Airport Graz or Klagenfurt Austria. By Rail: Ljubljana has good railway links with all large European cities. The railway station is located in the center of Ljubljana, not far from the Bellvue site. By Bus: the bus station is located in the center of the city, not far from the Bellevue site. By Car: travelling by car can be the most convenient way to reach Slovenia from neighbouring countries. Ljubljana is a fast and stable developing tourist and business destination In recent years as well as in last year 2012 Ljubljana tourism development set several new records. The number of overnights rose in year 2012 by 6.1% in comparison with the previous year. The number of overnights in December 2012 was up by 4.6%. According to data from Ljubljana Tourism Center, in 2012 Ljubljana recorded a grand total of 839,348 overnights, 6.1% up on 2011, which saw 790,748 overnights. (source: Tourist information Center of Ljubljana=TIC). In December 2012 there was a total of 50,197 overnights in Ljubljana, a rise of 4.6% over December 2011. (source: TIC). Ljubljana Tourist Information Centres were also well visited in December, counting 16,037 visitors, an impressive 43% more than in the same period in 2011 (2011: 11,235). Of these, 4,831 were local people, 13% up (2011: 4,279) and 11,206 were foreigners (2011: 6,956), which itself is 61% more visitors than in the same period in 2011. In total in 2012, TIC was visited by 278,972 people, an increase of 3% year on year 2011. The New Year celebrations attracted a total of 4,300 overnight visitors to Ljubljana. Occupancy It is strictly forbidden to copy or distribute this material without consent of the owner and author!

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rates were at approximately 80% of Ljubljana’s total capacity, or 99.2% as monitored by TIC, a rise on New Year last year of 16.2%.

Main existing hotel & City area appart. facilities in Ljubljana (rooms)

Metropolitan area No. of properties No. of properties (rooms) - city area metropolitan area

5 star hotel

173

-

-

-

4 star hotel

1235

170

12

5

3 star hotel

803

183

9

6

Budget and B&B

155

124

14

12

Hostel

152

-

12

-

Apartment

70

-

18*

Indicative rack rate prices of accomodation in Ljubljana 2012

Single room

Double room

5 star hotel

200

240

4 star hotel

98-250

125-280

3 star hotel

63-110

75-160

Budget

39-64

35-77

Hostel

15-43

31-63

Number of realized overnights in Ljubljana by years 2001 – 2011

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III.

Facts on the Republic of Slovenia and its economic environment

Short History: The Slovene lands were part of the Austro-Hungarian Empire until the latter's dissolution at the end of World War I. In 1918, the Slovenes joined the Serbs and Croats in forming a new multinational state, which was later named Kingdom of Yugoslavia in 1929. After World War II, Slovenia became a republic of the renewed Socialist Yugoslavia. Dissatisfied with the exercise of power by the other republics and wanting to change from the socialist system to democratic system and marekt economy, the Slovenes succeeded in establishing their independence in 1991. Historical ties to Western Europe, a strong economy, and a stable democracy have assisted in Slovenia's transformation to a modern state. Slovenia acceded to both NATO and the EU in the spring of 2004; it joined the eurozone (EMU) in 2007. It is also the smallest non-island state having a single and unique official language. Area and borders: Total: 20,273 sq km, Size rank in comparison to the world: 154th, Land: 20,151 sq km,, Water: 122 sq km, Total borders: 1,086 km, Border countries: Austria 330 km, Croatia 455 km, Hungary 102 km, Italy 199 km, Coastline 46.7 km.

Climate and Terrain: Mediterranean climate on the coast, continental climate with mild to hot summers and cold winters in the plateaus and valleys to the east. Short coastal strip on the Adriatic, an alpine mountain region adjacent to Italy and Austria, mixed mountains and valleys with numerous rivers to the east.

Natural resources and land use: ignite coal, lead, zinc, building stone, hydropower, immense forests coverage. Arable land: 8.53%, Permanent crops: 1.43%, Other: 90.04% (2005). It is strictly forbidden to copy or distribute this material without consent of the owner and author!

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People and population: Population: 1,996,617 (July 2011 est.), Population rank in comparison to the world: 145, Age structure: 0-14 years: 13.4% (male 138,604/female 130,337), 15-64 years: 69.8% (male 703,374/female 692,640), 65 years and over: 16.8% (male 132,069/female 203,068) (2011 est.), Median age: total: 42.4 years, male: 40.7 years, female: 44.1 years (2011 est.), Birth rate: 8.76 births/1,000 population (2011 est.), Urban population: 50% of total population (2010), Rate of urbanization: 0.2% annual rate of change (2010-15 est.), Life expectancy information in Slovenia: 77.48 years, Ethnic groups: Slovene 83.1%, Serb 2%, Croat 1.8%, Bosniak 1.1%, other or unspecified 12% (2002 census), Religions: Catholic 57.8%, Muslim 2.4%, Orthodox 2.3%, other Christian 0.9%, unaffiliated 3.5%, other or unspecified 23%, none 10.1% (2002 census). Language: Slovenian 91.1%, Serbo-Croatian 4.5%, other or unspecified 4.4% (2002 census). Literacy: 99.7%. Government Type: parliamentary democracy Economic overview: Slovenia became the first 2004 European Union entrant to adopt the euro (on 1 January 2007) and has experienced one of the most stable political and economic transitions in Central and Southeastern Europe. With the highest per capita GDP in Central Europe, Slovenia has excellent infrastructure, a well-educated work force, and a strategic location between the Balkans and Western Europe. Privatization has lagged since 2002, and the economy has one of highest levels of state control in the EU. Structural reforms to improve the business environment have allowed for somewhat greater foreign participation in Slovenia's economy and have helped to lower unemployment. In March 2004, Slovenia became the first transition country to graduate from borrower status to donor partner at the World Bank. In December 2007, Slovenia was invited to begin the accession process for joining the OECD. Despite its economic success, foreign direct investment (FDI) in Slovenia has lagged behind the region average which is the reason the government wants to enhance and promote foreign investment in Slovenia with its direct and indirect measures. Furthermore, the government is introducing more liberal and flexible labor market to promote investment and new jobs creation in Slovenian economy. In 2009, the world recession caused the economy to contract slightly, although growth resumed in 2010. GDP and economy facts: $58.56 billion (2011 est.). Country rank comparison to the world: 89. $57.92 billion (2010 est.). $57.12 billion (2009 est.). GDP Growth: 1.1% (2011 est.), 1.4% (2010 est.). GDP per capita: $29,100 (2011 est.) country comparison to the world: 46. $28,600 (2010 est.), $28,300 (2009 est.). GDP shares by industries: ₋ Agriculture: 2.5% ₋ Industry: 6.9% ₋ Services: 90.5% (2011 est.) Unemployment rate: 11.8% (2011 est.), Country comparison to the world: 124, 10.7% (2010 est.), Budget: Revenues: $21.3 billion, Expenditures: $23.52 billion (2011 est.), Public debt: 45.5% of GDP (2011 est.), Country comparison to the world: 58, 38.8% of GDP (2010 est.) , Inflation: 1.9% (2011 est.), Country comparison to the world: 18, 1.8% (2010 est.) Agricultural products: potatoes, hops, wheat, sugar beets, corn, grapes, cattle, sheep, poultry Industries: ferrous metallurgy and aluminum products, lead and zinc smelting; electronics (including military electronics), trucks, automobiles, electric power equipment, wood products, textiles, chemicals, machine tools. Export commodities: Manufactured goods, machinery and transport equipment, chemicals, food. Main Export partner countries: Germany 19.2%, Italy 12.5%, Austria 7.4%, France 6.8%, Croatia 6.4%, Hungary 4.4% (2009) Main import partner countries: Germany 16.2%, Italy 15.5%, Austria 10.6%, France 4.8%, Croatia 4.6%, China 4.1% (2009). Average monthly salary: 980.52 euros net of all deductions in September 2011 (national statistics office Stat)

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Facts and trends on Slovenia as tourist destination

Slovenian tourism registered record results in 2011. In the previous year, more tourists visited Slovenia than in 2008, the best year so far. The accommodation facilities registered 3,217,966 arrivals of tourists and 9,388,095 overnight stays. The total number of tourists increased by 7% while the number of overnight stays increased by 5%. In 2011, Slovenia recorded 9% more visits of foreign tourists in comparison with the previous year. The average stay period lasted 3 days. In 2011, 118,817 beds were available to tourists in all tourist accommodation facilities; 22.6% of all tourist beds were available to tourists in hotels, where 5,811,531 or 62% of all overnight stays were recorded. In 2011, hotels were occupied for an average of 39%, recording 6% more overnight stays in comparison with 2010 (SORS). Among the tourist overnight stays, more than half (58%) were foreign overnight stays, which is 9% more than in 2010. The majority of these overnight stays was contributed by tourists from Italy (18%), followed by tourists from Austria (12%) and Germany (12%). Overnight stays in spa municipalities remained the highest in 2011 with 33% of tourist overnight stays. These were followed by mountain municipalities with 24% of overnight stays (2,220,000 overnight stays) and coastal municipalities with 22% of overnight stays (2,105,392 overnight stays), where a 6% increase of overnight stays was recorded. Due to more visits by foreign guests, Ljubljana generated a higher number of overnight stays in 2011, recording 8% more overnight stays is comparison with 2010. The biggest increase of overnight stays of domestic (+5%) and foreign tourists (+15%) was recorded in 2011 in town municipalities (including Ljubljana). Domestic tourists generated almost half of overnight stays in spa municipalities (47% domestic tourists or 1,848,971) in 2011; foreign tourists, on the other hand, stayed primarily in mountain municipalities (28% foreign tourists or 1,514,859).

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IV.

The Bellevue site real estate complex - introductory presentation

Bellevue site complex, in possession and ownership of the SPV company, is situated in the centre of Ljubljana, capital of Slovenia, on the hill within the central Tivoli park of the city, overlooking Ljubljana from the most attractive viewpoint and being at the walking distance from the centre of the city. This is why the site is called Bellevue (=nice view) already since the 19th century. Since then it was always one of the most established hotels, restaurants and walking destinations of the inhabitants of Ljubljana and foreign visitors. The tradition of the place, most beautiful views of Ljubljana and surroundings, natural ambiance of Tivoli park around it and just a short walk to the cultural centre of Ljubljana ... makes Bellevue site one pof the most attractive locations in Ljubljana and Slovenia for development of touristic, residential and business developments or mixed use development.

Hotel Bellevue is located at the eastern edge of the protected Park Tivoli, approximately one kilometre north-west of Ljubljana City centre. It is located at the foot of Šišenski Hrib in Tivoli, 300 meters from Hala Tivoli and about the same distance from Celovška Cesta. It sits thirty metres above the average level of the city, offering wide, unobstructed views across the city towards the Alps. The Bellevue site includes the cultural and historical attraction of old building of the Hotel Bellevue and eight (8) land cadastral plots listed in the table below. The old building of Hotel Bellevue is protected by the cultural heritage protection regulations in Slovenia and the city of Ljubljana (”Listed Building”) The Client wants to sell the complete complex of the Bellevue site in total surface of 13.209 m2 including all the existing buildings on the land plots and urban developed status of the land parcels It is strictly forbidden to copy or distribute this material without consent of the owner and author!

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as defined by the regulations of the city of Ljubljana in time of sale, all positioned on the land plots as indicated in the table below (in further text referred to as: Bellevue site).

Above: The Tivoli park surrounding the Bellevue site

Above: the central protected building of Hotel Bellevue

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V. The Bellevue site and its future development conditions and plans detail presentation 1. Position on the map(s) – micro accessibility and positioning

The position of the Bellevue site on the edge of Tivoli Park and center of the Ljubljana city

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2. Orto-photo presentation (macro, micro)

The location of the Bellevu site in Tivoli park in center of Ljubljana, near the Tivoli sports hall

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3. Historic background of the site, building(s) and architectural heritage of LJubljana The property of the former Bellevue Hotel was proclaimed as the cultural monument (Landmark) in the year of 2007. The building was built in 1909 and belongs to a group of Central European architecture. It was built in a characteristic group of buildings with its highest point as a central feature, and horizontally built adjacent parts. The building belongs to the Central European version of Art Deco, “Secession”, with the mix of “Schweizer House” style. The window ornamentation is typical as well as endings of the corner features along with the outside wooden parts of the roof structure. The building also prides itself with the original wrought iron railing that is located on the main interior staircase, on the outside balconies, and on the main outdoor terrace with built-in etched glass lanterns and flower pots. Of special importance are also both adjacent wooden pavilions. The first owner of the building was the wine merchant from Siska, Alojzij Zajec, who wanted to name the building with the following name: “To the view of the Siska Hill”, but the name Bellevue prevailed. In the year of 1912 the new owner became Johan Friedl, who sold the building in the year of 1928 to the family Sterk, who owned the building until 1953, when it was nationalized. Because of the artistic, architectural, historical value and landscape value the building belongs to the very important link in the 20th century architecture because of its exceptional natural ambiance with the adjacent wooden pavilions and auxiliary building. The building with its exposed position on the “Hill of Siska” presents a visual dominant of the area and along with the name “Bellevue” contributes to the identity of the larger area. Despite the appearance of large buildings, especially at the city’s edge, Ljubljana’s historic centre remains intact. There, Baroque and Art Nouveau styles mix. The city is strongly influenced by the Austrian fashion in the style of Graz and Salzburg. The old city is made up of two districts. One includes Ljubljana town hall and the principal architectural works, and the other, the neighbourhood of the Chevaliers de la Croix, features the Ursuline church, the Philharmonic Society Building and the Cankar house. After the 1511 earthquake, Ljubljana was rebuilt in a Baroque style following the model of a Renaissance town. After the 1895 earthquake, the image of Ljubljana started to change rapidly with the help of the urban planners Camillo Sitte and Max Fabiani - the first echoes of the new Secessionist style appeared. The architecture of the early 20th century was influenced by the Vienna Secession and its special variant of modern art, accentuating more rational and geometric forms. Art Nouveau influenced interiors, fabrics and paintings.

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Jože Plečnik, the Slovenian born architect studied under the famous architect Otto Wagner from 1894 to 1897 in Secessionist Vienna. He combined elements of the Secession with the Modern. His teachings emphasized both classical principles of architecture as well as folk art traditions, and these influences blended together to inspire future artists.

4. Excerpt from the cadastral plan of the City with showing all the borders of the site and exact plots and surfaces of the site

_____ red line showing the border of the Bellevue site property land plots in total surface of 13.209 m2

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5. Urban zoning of the Bellevue site

Presenation of the zoning of the Bellevue site in the general and detail urban plan of Ljubljana (orange colour showing possible building above ground) showing the buildings A, B, C and D and pavilions (E).

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Presenation of the zoning of the Bellevue site in the general and detail urban plan of Ljubljana (orange colour showing possible building below ground,level -1)

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Presenation of the zoning of the Bellevue site in the general and detail urban plan of Ljubljana (orange colour showing possible building levels, below and above ground in sections) Bellevue site possible future development is based on the existing urban zoning in the general urban plan of Ljubljana and Detail Urban Plan of the influential area of the Bellevue site (OBČINSKI PODROBNI PROSTORSKI NAČRT ZA DEL OBMOČJA UREJANJA ŠR 1/2 - BELLEVUE IN DEL OBMOČJA UREJANJA ŠR 1/5 - TIVOLI - ŠIŠENSKI HRIB). The main characteristics of the possible future Bellevue site development volumes are the following: Footprint maximum surfaces:  Maximum allowed dimension of the basement is defined by the construction border in level below ground as shown in zoning plan  Outer footprint dimension of the ground floor of building A (excluding the covered terrace): 77,60 x 40,55 m,  Outer footprint dimension of the ground floor of building B above ground floor: 21,45 x 24,70 m,  Outer footprint dimension of the ground floor of building C above ground floor: 43,00 x 15,60 m, It is strictly forbidden to copy or distribute this material without consent of the owner and author!

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Entrance part of the building C, representing the connection link between the old and new part of the building has to be 5,50 m wide. Heights/levels of the buildings:  The levels allowed for each of the buildings are: o Existing building A: Ground floor + 3 floors + loft o Planned building B: Ground floor + 4 floors o Planned building C: Ground floor + 4 floors o Planned building D: Ground floor + loft o Pavilions E and F: Ground floor o Maximum height above ground level: 18,40 m o The basement is allowed in three levels under ground Allowed construction capacity of the site: o Gross Floor Area above ground: max. 8.500 m2 o Gross Floor Area below ground (basement): max. 5.000 m2 o Construction Index (inside P2): max. 2,5 

6. Cultural heritage protection and solutions for the listed building of Hotel Bellevue The conservation plan of the listed (protected) building »A« was drafted by the National conservation Institute of Slovenia in Ljubljana and approved by the Public Agency for Protection of Cultural Heritage of Slovenia, Organisational Unit Ljubljana, Tržaška 4, 1000 Ljubljana (abbreviation used in original Slovenian language: ZVKDS OE Ljubljana). All the protected elements of the listed building were recorded by the professional institution »The conservation institute of Slovenia in Ljubljana« and owner is in disposal of the electronic and paper record. This »conservation plan« is ready to be a constitual part of the future building permit for reconstruction or construction of the new buildings of the Bellevue site development. The Ministry of Culture inspection and Agency for Protection of Cultural Heritage of Slovenia are of the opinion that the listed building can be as well demolished if the same building with protected details as recorded in the conservation plan must are re-built. However, much more appropriate on their opinionwould be, if construction static and physics allows it, the solution to keep the main walls of the listed building and reconstruct it and as well all the details according to the records of the conservation plan. This is why the existing owner has performed the basic protection works and built a new contemporary roof on the listed building in summer 2012, to protect the main walls of the listed building from total collapse. The decision of the final investor and/or developer and the final construction static and physics experts will be whether to demolish the existing listed building and re-built the copy of it or to preserve the main construction elemements and re-construct it with all the details. Existing conservation plan enables this to the developer. The investor will obtain the detailed conservation plan, which is attached to this document.

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7. Possible plan for future development of the Bellevue site Based on the existing urban zoning plan, excellent location and traditions, Bellevue site can be developed to one of the most attractive, unique, upscale and prestigious hospitality and residential destinations in Ljubljana and Slovenia.  Perfect location for development of a niche product boutique up-scale quality hotel with banqueting and meetings & individualized spa specialisation facility  additional serviced residential apartments and  business premises all in the centre of the city of Ljubljana, yet in the quite green park area of the capital of Slovenia, within the main Tivoli city Park on land plots in total surface of 13.209,00 m2  The urbanistic plan allows the construction of approx. 13.500 m2 GFA buildings (all floor levels in all phases).

One of the conceptual designs for the renovation of the 1st phase of the Hotel Bellevue and extension of development, as allowed by the urban plans of the City of Ljubljana and Ministry of Culture of Republic of Slovenia.

Boutique 5* Hotel

Banqueting & Meetings

Luxury boutique Spa

Rezidential app.

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2.Phase 1.Phase

One of the conceptual designs for the renovation of the 1st and 2nd phase of the Hotel Bellevue development, as allowed by the urban plans of the City of Ljubljana and Ministry of Culture of Republic of Slovenia. Both phase could be developed as well simoultaneously.

Above: Development plan of the Bellevue site (access)

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The traffic access plan for the new development of the Bellevue site

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A suggestion of possible floor plan in 2nd level of the buildings in future plan

A suggestion of possible floor plan in ground floor of the buildings in future plan

Individual investor/developer can make its own final decision on which activities and up to which extent shall be developed on the site according to the urban zoning plan. The above presented idea and concept is only one possibility of the mixed used development of the site within the possibilities of the urban plans. The local planning authorities of the City of Ljubljana and as well the national authorities of the Ministry of Culture of Republic of Slovenia involved in the planning process have offered full support and showed administrative efficiency in development of the site so far.

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VI. Legal, financial and development documents of the Bellevue site and the SPV company obtained by the bidders in due diligence process The bidders are, upon signing the NDA and sending the expressionof interest letter, receiving the following documents attached to this bidding documentation: o The excerpt from the register court of the company Mawared Ljubljana, nepremičninska družba d.o.o. (SPV company), showing the legal presentation of the owner of the site o Approved (formally stamped and signed) excerpt for the land registry court showing the ownership of the site, free of any mortgages and/or liens o Approved (formally stamped and signed) Excerpt from the cadastral plan showing the zoning of the site o The general urban plan of Ljubljana and detail urban plan of the Bellevue site showing the allowed development and construction of the site o The record of the details and conservation plan of the listed building (A) of the Bellevue site protected by the Cultural Heritage Institution act o The conceptual analysis and development plan of the Bellevue site (drafted by Urban Exchange Architects from London in 2010) as one option for the development of the site – obtained in .pdf form o Confirmed balance sheets and income statements for years 2010, 2011 and 2012 for the SPV company o Statement of the tax office of the Ministry of Finance of Republic of Slovenia that the SPV company has no outstanding debts to the state of Slovenia o The guarantee statement of the Seller as sole owner of the SPV company that the SPV company has no outstanding debts to any other creditor, legal entity or individual person

VII. Legal documents in bidding process obtained by the bidders o Draft of the Letter of expression of interest for purchase of the shares of the SPV company, to be sent by bidders in the first phase of the bidding procedure (as attachment to the invitation letter) o Draft of the Non Disclosure Agreement (NDA) for bidders to be signed in the beginning of second phase of the bidding procedure (as attachment to the bidding documentation) o Draft of the minimum elements of the binding offer to be signed and sent by the bidders at the end of the second phase of the bidding procedure (as attachment to the bidding documentation) o Draft of the Sale and Purchase Agreement proposed to the bidders to be signed in the last third phase of the bidding procedure (sent only to the bidders producing their binding offers)

Information on behalf of the Seller Kingdom Investment Group Co drafted by: Hosting Zahod & Vzhod Svetovanje d.o.o. Peter Vesenjak

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