Due Diligence Services Integrated business and property valuations that identify technical, structural and environmental risks.

TÜV SÜD Industrie Service GmbH

Plant Engineering – Structural Engineering – Environmental Engineering – Property Valuation Valuations performed within the scope of corporate and property transactions frequently neglect risks related to production, technology, existing buildings, rental agreements, issues regulated in the building code and the market situation at national level. TÜV SÜD’s due diligence services turn the spotlight on all of the above aspects. Entrust your due diligence projects to a partner that offers an integrated approach. Choose expertise, experience and independence: TÜV SÜD.

TÜV SÜD offers due diligence services for:  Mergers & acquisitions  Corporate transactions  Property acquisitions and sales  REIT consulting  Amalgamations  Company acquisitions and sales  Transfers of undertakings  Takeovers  Outsourcing/insourcing  Business partnerships  Spin-outs/spin-offs  Inheritance issues  Insolvencies Our expertise:  Real Estate Due Diligence  Environmental Due Diligence  Technical Due Diligence  Property Valuation

Independent. Expert. Experienced.

Investment control. Realistic assessment of risks and opportunities – TÜV SÜD. Investors planning to put their money in real estate, companies or industrial facilities want to know whether their investments will pay off in future. Review of the economic and legal situation is as important as in-depth assessment of technical and technological performance. TÜV SÜD’s due diligence services offer the opportunity of integrated company and property valuations which also consider technical, structural and environmental risks. Whatever your due diligence problem, we offer comprehensive, expert and integrated solutions. Starting from your requirements, we build a focus team comprising multidisciplinary experts that provide you with profitable support. TÜV SÜD’s due diligence services are based on our comprehensive interdisciplinary knowledge, detailed process know-how and long-standing experience in testing, inspection and verification.

You receive reliable expert reports ensuring maximum predictability for investments, planning and use. As a priority, we always apply a customised and integrated approach to your situation. This ensures impartial valuation while still providing full data utilisation, maximum time efficiency and absolute transparency. Impartiality and the right professional qualifications are crucial criteria for reliable information. Particularly when contracting out due diligence projects, you should prioritise your partner’s expertise and independence – after all, opportunities and risks must be assessed realistically. Benefit from our special expertise in the following sectors:  Real Estate Due Diligence  Technical Due Diligence  Environmental Due Diligence  Property Valuation and entrust your due diligence projects to a reliable, impartial, expert and experienced partner: TÜV SÜD.

Aspects of TÜV SÜD Technical Due Diligence  State of repair of plants and systems  Life assessment  Life cycle costs  Maintenance programmes  CAPEX, OPEX and cash-flow estimates  EPC and OM contracts  Determination of market value, fair value and insured value  Feasibility studies  Risk rating  Validation of production capacities  Process validation of systems and equipment  Third-party inspections

Being aware of the details. And the whole process.

Assessing industrial plants and installations: Technical Due Diligence. Plant Engineering Business Unit Within the scope of Technical Due Diligence, we determine the value and future viability of a technical installation, industrial plant or company. Our engineers and experts assess the efficiency and competitiveness of systems, organisation and production, including their framework conditions. Weaknesses are revealed. Risks are identified. Opportunities are examined. And you benefit. While examining aspects of plant and structural engineering, we always keep the overall system in view. We note what investments will become due and when, and whether plants and machinery or operational and business equipment correspond to the state of the art and to their values shown in the balance sheet. We determine the time, fair, residual and insured value of your plants and support you in M&A transactions and activities.

To provide individual solutions to your issues, we apply efficient tools and comprehensive technical know-how. When examining complex processes, we always look at all the technical details involved. Thanks to our long-standing experience and intensive participation in the development of technical directives and standards, our experts are deeply familiar with stateof-the-art technologies. Rely on maximum investment security. Place your Technical Due Diligence in the hands of a strategic partner offering perfect support.

Aspects of TÜV SÜD Real Estate Due Diligence  Building fabric and state of repair  Usability  Stability  Compliance with legal requirements while considering ‘grandfathering’ provisions and the protection of buildings listed as historic  Thermal and acoustic insulation and moisture protection  Fire safety  Maintenance backlog and needs  Reasonable operational costs  Risk of loss of rent, modernisation risk  Potential to increase rental income  Competition and demand situation  Commercial risks and opportunities  National and international valuation procedures (Red Book, Art. 194 BauGB)  Land valuation  etc.

Understanding markets. Assessing profitability correctly.

Land and property valuation: Real Estate Due Diligence. Structural Engineering Business Unit Defects in or damage to buildings may contribute significantly to loss of rent, high operating costs, subsequent investments and thus, ultimately, significant loss of income. Social and economic change, future use and legal regulations are further factors considerably influencing the value of land and real property. We have further optimised our Real Estate Due Diligence services by adding the technical know-how of K&S Haustechnik GmbH (a company of the TÜV SÜD Group) to our team of experts from TÜV SÜD ImmoWert GmbH. Within the scope of our due diligence services, we provide sustainable valuation of residential, commercial, hotel and leisure and other specialised properties. TÜV SÜD Real Estate Due Diligence identifies and describes the risks and opportunities involved in your property. TÜV SÜD Real Estate Due Diligence covers commercial

analyses and the assessment of location and market factors. It takes into account the legal situation, general and special lease agreements and the results of building and contamination surveys, and quantifies them in a due diligence report. Valuation is carried out in line with the framework conditions set forth in German law and international valuation standards. To prepare expert reports, we evaluate all the essential information, including existing maintenance and servicing contracts and rental agreements. We assess buildings, building fabric and the state of repair with respect to durability and usability, and analyse site contamination from previous use, pollutants in building materials plus all electrical, building services and other systems. Defects and risks are revealed and the general structural condition of a building is evaluated. As your impartial, expert and quality-focused partner, we operate independently of any external influences.

Aspects of TÜV SÜD Environmental Due Diligence  Licences and permits  Environmental history of the property (use, products, incidents)  Soil and groundwater contamination  Buildings and indoor pollutants (e.g. asbestos, PCBs)  Costs of decontamination, demolition and disposal  Airborne pollutants, odours and noise  Energy and resource consumption  Potable and industrial water quality  Waste water systems and treatment  Waste disposal  Radioactive emissions (e.g. radon)  Climate protection, CO emissions trading 2  EU chemicals legislation (REACH)  EU environmental liability directive  Equator Principles

Detecting existing contamination. Minimising consequential costs. Achieving legal compliance.

Identifying and assessing environmental risks: Environmental Due Diligence. Environmental Services Business Unit The valuation of any property and any business requires early assessment and integrated analysis of existing contaminations in soil or building materials, indoor pollutants and numerous other environmental factors. Environmental risks that are identified too late and unsolved liability issues represent high financial risks and may cause considerable consequential costs. You can benefit by entrusting your Environmental Due Diligence to a partner with an excellent reputation in environmental engineering: TÜV SÜD. Generally, our Environmental Due Diligence services are based on environmental legislation applicable at the relevant location. In Germany alone, we are familiar with just under 10,000 legal regulations, and check for compliance with them.

We also take into account the environmental and social standards of the ”Equator Principles“, a set of 15 international guidelines applicable to bank investments or project financing above EUR 50 million. Starting with an inspection of the site including adjacent sites, our environmental engineering experts narrow down environmentally sensitive areas and roughly estimate the risk potential. Subsequent assessments addressing production processes, existing pollution and contamination, air and water, hazardous materials and waste management provide further insight. As there is some interaction between the many different areas, our experts always adopt an integrated approach to all factors. When it comes to Environmental Due Diligence, rely on the outstanding expertise of our engineers and experts.

Choose an expert partner for your due diligence projects – TÜV SÜD. Identify risks and assess them correctly Valuations performed within the scope of corporate and property transactions or investments frequently neglect relevant risks related to existing buildings, technology or environmental quality. Any resulting misinterpretation may lead to considerably higher investment risks or even failed investments. In the future, more restrictive environmental laws, increasing energy costs and aspects of sustainability will also increasingly affect investments, remaining service life and income value. Assessment of environmentally relevant factors and factors related to environmental law for the purpose of sustainability and future investment needs thus requires a high level of technical expertise on the assessor’s part Play it safe. Build on a solid foundation – TÜV SÜD. Benefit from multidisciplinary know-how. Our interdisciplinary expert teams combine expertise in business and real estate, technical know-how, and familiarity and experience with national and international

standards and regulations. Firmly grounded in this integrated expertise, we provide reliable valuation reports and cost-efficient solutions to ensure the success of your investment. Our customised due diligence services increase the predictability of your investments, planning and future use, enhance compliance with legal requirements and thus improve your protection from liability. Delegate your due diligence projects to an international best-in-class partner – TÜV SÜD. Your partner for safe and secure investment decisions – TÜV SÜD. Over 20,000 employees. More than 800 locations in all continents of the world. Revenues of EUR 1,990 million in 2013. Our success builds on 150 years of experience and tradition throughout all areas of engineering. Assign your due diligence projects to a strong and trusted partner with outstanding multidisciplinary engineering knowhow – TÜV SÜD.

Your benefits: Benefit from safe and secure investments. TÜV SÜD due diligence services ensure correct purchase prices, definite value added, long-term returns and clearly quantified guarantees and discounts. 1

experts, eliminating circuitous communication channels or awkward interfaces. TÜV SÜD is your single point of contact. Benefit from services customised to your needs. TÜV SÜD has highly qualified employees who are experts in multiple disciplines and can thus work with you to supply due diligence solutions tailored to your needs. Your requirements are our basis for action. 6

2 Benefit from greater certainty in planning and use. Our experts identify weaknesses at an early stage, thus avoiding expensive reworking and delays. 3 Benefit from reliable data and strengthen your position in negotiations. We assess each project independently and with absolute expertise, ensuring you obtain unfiltered information.

Benefit from feasible suggestions addressing decontamination, modernisation and optimisation. As the assessment of companies and processes is part of our daily business, we develop useful, feasible and costeffective solutions on your behalf. 4

Benefit from services from a single source. All services are provided by TÜV SÜD engineers and 5

Benefit from legal compliance and liability protection. In Germany alone, we are familiar with almost 10,000 legal regulations and consider them in our work – this helps to answer liability issues and identify risks and prevents fines or possible prosecution under criminal law. 7

8 Benefit from an internationally accepted partner. With over 20,000 employees in more than 800 locations, TÜV SÜD is the partner of choice for your due diligence projects.

Contact us. We will be happy to advise you in more detail. www.tuev-sued.de/is

TÜV SÜD Centre of Competence Due Diligence Services – your partners: The Centre of Competence Due Diligence Services of TÜV SÜD Industrie Service GmbH provides engineering and testing services to owners, investors and prospective purchasers of companies, properties, infrastructure facilities and plants. Our service portfolio spans the entire life cycle of your property. Our interdisciplinary approach and the in-depth know-how of our 4,300 staff from the fields of plant engineering, structural engineering and environmental engineering enable us to solve even the most complex multidisciplinary problems. We are an independent and experienced expert organisation, providing consulting services on all issues related to safety, reliability and cost-effectiveness – worldwide. Our internal partner and specialist in the real-estate industry, TÜV SÜD ImmoWert GmbH, focuses on the valuation of complex residential, commercial, management, hotel and leisure and specialised properties on behalf of banks, insurance companies, commercial enterprises, investors and municipalities. Within the scope of an investment decision, the valuation reports of TÜV SÜD ImmoWert GmbH include all key parameters obtained from the preliminary assessments of construction defects and existing contamination carried out by TÜV SÜD experts, quantify them and document them, taking into account all findings gained during the assessment and presenting not only industry rankings and potential rental income, but also the issues regulated in building codes. This enables specific statements to be made about the long-term performance of investments.

Technical Due Diligence TÜV SÜD Industrie Service GmbH Plant Engineering Business Unit [email protected] Telephone: +49 (0)89 5791-1579

Real Estate Due Diligence TÜV SÜD Industrie Service GmbH Structural Engineering Business Unit [email protected] Telephone: +49 (0)89 5791-2540

Environmental Due Diligence TÜV SÜD Industrie Service GmbH Environmental Services Business Unit [email protected] Telephone: +49 (0)89 5791-1762

Property Valuation TÜV SÜD ImmoWert GmbH [email protected] Telephone: +49 (0)89 5791-2405

TÜV SÜD Industrie Service GmbH TÜV SÜD ImmoWert GmbH Westendstr. 199 80686 Munich/Germany Tel.: +49 (0)89 5791-0 Fax: +49 (0)89 5791-1289 [email protected]

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We have international representation. Our Centre of Competence Due Diligence Services is your gateway to the entire expertise of TÜV SÜD. Call your TÜV SÜD representative straight away.