POLAND RETAIL DESTINATIONS 2009 Edition

Includes „Selected General Legal Aspects of the Real Estate Business” prepared by Hogan & Hartson.

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POLAND RETAIL DESTINATIONS 2009 Edition

DISCLAIMER 2009 CB Richard Ellis Information herein has been obtained from sources believed reliable. While we do not doubt its accuracy, we have not verified it and make no guarantee, warranty or representation about it. It is your responsibility to independently confirm its accuracy and completeness. Any projections, opinions, assumptions or estimates used are for example only and do not represent the current or future performance of the market. This information is designed exclusively for use by CB Richard Ellis clients, and cannot be reproduced without prior written permission of CB Richard Ellis.

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DISCLAIMER 2009 CB RICHARD ELLIS Information herein has been obtained from sources believed reliable. While we do not doubt its accuracy, we have not verified it and make no guarantee, warranty or representation about it. It is your responsibility to independently confirm its accuracy and completeness. Any projections, opinions, assumptions or estimates used are for example only and do not represent the current or future performence of the market. This information is designed exclusively for use by CB Richard Ellis clients, and cannot be reproduced without prior written permission of CB Richard Ellis.

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CONTENTS

CONTENTS

Retail in Poland Upper Silesia Warsaw Krakow Lodz Tri-City Wroclaw Poznan Szczecin Retail Investment Market Practice and Definitions

6 8 10 12 14 16 18 20 22 24 25

HOGAN & HARTSON Selected General Legal Aspects of the Real Estate Business

© 2009 CB Richard Ellis Limited

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RETAIL IN POLAND

RETAIL IN POLAND GENERAL OVERVIEW

SHOPPING CENTRE STOCK IN POLAND 450 400

9 000 8 000

5 000

350 300 250

4 000

200

7 000 6 000

3 000

150 100

2 000

2010*

2009

2007

2008

2005

2006

2003

2004

0

2009*

1 000

50 0

Shopping Centre Space (’000 sq m) GLA Number of Projects

SHOPPING CENTRE STOCK IN MAJOR CITIES (‘000 sq m)

Thanks to an excellent central northern location, Poland is well predisposed to be one of Europe’s key business regions. The Polish economy remains poised for further growth, but it relies heavily on the Western European economies as markets for both its exports and for investment and financing. As a consequence, Poland’s economy can be viewed as very vulnerable and if the economic climate in Western Europe continues to deteriorate the situation may prove to be very challenging for Poland.

RETAIL STOCK The Polish retail market has witnessed a significant growth in modern retail stock for the past 16 years. The first shopping centres were opened in Poland in 1993 in Warsaw and since then the market has been continuously growing in terms of quantity, quality, dimension and location within the country. In the second half of 2008, however, the retail market in Poland for the first time started to experience a serious slowdown. The Polish banks tightened loan conditions and as a result some development companies began to revise their plans and postponed or even cancelled their developments. In terms of the amount of retail stock completed, 2008 did not differ greatly from previous years, as there was as much as approximately 640,000 sq m of new shopping centre space delivered to the market. The biggest shopping centres were built in cities such as Koszalin, Bydgoszcz, Opole, Bialystok and Dabrowa Gornicza.

Szczecin Krakow Lodz TriCity Poznan Wroclaw Upper Silesia Warsaw 0 Existing

200 400 600 800 1000 12001400 1600

Under Construction

Planned till 2010

SHOPPING CENTRE DENSITY IN MAJOR CITIES (sq m per 1,000 inhabitants) 1000 800 600 400 200

Krakow

Upper Silesia

Lodz

Szczecin

Warsaw

Tri - City

Poznan

Wroclaw

0

Today, in Poland overall there is approx. 7 million sq m of GLA located in 306 shopping centres, out of which 6.5 million sq m is located in 286 traditional shopping centres and 0.5 million sq m in 19 specialized shopping centres (13 retail parks and 6 factory outlets). With a population of over 38 million inhabitants this means that there is approximately 190 sq m of shopping centre space for every 1,000 residents (including specialized shopping centres), and 170 sq m of shopping centre space excluding the aforementioned retail schemes. Out of the total 7 million sq m of modern shopping centre space in Poland around 63% of the space is located in Poland’s 8 key cities and regions. The largest amount of modern shopping centre space is still located in Warsaw (1.28 million sq m) and also in the Upper Silesia Agglomeration (0.8 million sq m). The highest ratio of shopping centre space per 1,000 residents, however, is now in Poznan (900 sq m) and Wroclaw (800 sq m), while the lowest is still in Upper Silesia (370 sq m) and Krakow (450 sq m).

© 2009 CB Richard Ellis Limited

SHOPPING CENTRE STOCK IN DIFFERENT SIZED CITIES (%)

RETAIL STOCK cont. Currently, there is more than 1 million sq m of shopping centre space under construction with further 0.3 million sq m in specialized shopping centres, to be completed by the end of 2010.

100 80 60

Most active developers and investors that are currently expanding on the Polish retail market are the following: Atrium European Real Estate, Caelum Development, GTC, Helical, IKEA, Keen Property Partners, Key Invest, Liebrecht&Wood, Mayland RE, Parkridge, Plaza Centers and Rank Progress.

40 20 0 2004

2006

8 Major Cities

2008

2009* 2010*

Medium - Sized Cities

Small - Sized Cities

The majority of retail activity is still focused on the medium (100-400,000 inhabitants) and smaller sized cities (below 100,000 inhabitants). At the moment in these cities there is approx. 2.6 million sq m of existing shopping centre stock with approx. 900,000 sq m under construction. Owing to the changing economic situation, the demand for retail space in Poland has started to decline, but remains stable in the prime locations. Most of the retailers are analysing locations more precisely and are paying more consideration to the profitability of their investments. Some of them have limited their expansion plans, but others have decided to take advantage of the growing vacancy rate and the lowering rents and are opting for prime pitch space in order to secure better locations for their businesses.

QUICK STATS POLAND PROGNOSIS FOR 2009 SUPPLY DEMAND VACANCY RENTS

The retail market in Poland has very good and solid foundations and the business conditions in Poland remain much more favourable in comparison to other countries. The years 2009 and 2010 will be similar to previous years in terms of the shopping centre supply. The shopping centres that are currently being built and planned for opening before the end of 2010 will bring approx. 1.4 million sq m of additional stock.

YIELDS

PRIME SHOPPING CENTRE RENTS IN Q1 2009 (EUR/SQ M/MONTH) Other Cities Lodz

RETAIL RENTS Throughout 2008 retail rents achieved a stable growth, which started to slow down in the last quarter of the year. Prime rents for the best units in the best locations currently reach EUR 65 – 80 /sq m/month in Warsaw and EUR 40 – 55 /sq m/month in other major cities.

Szczecin Poznan Wroclaw Krakow Upper Silesia Tri-City Warsaw 0

20

40

60

80

As a result of all retail rents usually being quoted in the EUR currency and the fact that the PLN is losing its strength, most retailers are currently suffering from a 40% increase in rental payments. The companies which have weak financial situation reduce the number of their locations by closing down the shops where the turnover is low or the rent is too high. Unfavourable financial conditions will probably make 2009 the year of the tenant and not the year of the landlord. Therefore, it is expected that there will be an increase in tenants’ expectations in terms of incentives, capital contributions towards shop fitting and rent free periods.

© 2009 CB Richard Ellis Limited

RETAIL IN POLAND

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UPPER SILESIA UPPER SILESIA

GENERAL OVERVIEW The Upper Silesia Conurbation is an agglomeration of several neighbouring and closely interlinked towns including Katowice, Gliwice, Zabrze, Bytom, Chorzow, Sosnowiec, Ruda Slaska, Dabrowa Gornicza, Myslowice, Czeladz, Bedzin, Swietochlowice, Siemianowice, Piekary Slaskie, Jaworzno, Knurow, Tychy and Mikolow. In these cities there are around 2.2 million residents. Furthermore, the region is characterized by a high level of industrialization and investment activity, as well as benefiting from an excellent road infrastructure which makes travelling between the towns relatively easy and time efficient.

RETAIL STOCK

SILESIA CITY CENTER KATOWICE

Within this area there are currently 33 modern shopping centres in operation, offering approximately 815,000 sq m of modern retail stock. The most popular shopping centres are Silesia City Centre developed by TriGranit in Katowice in 2005 and Pogoria developed by Mayland RE in Dabrowa Gornicza in 2008. Specialized shopping centres are at an early stage of development in Upper Silesia with only one retail park – Rawa in Katowice and one outlet centre Fashion House in Sosnowiec, which was extended by a third phase in Q1 2009. In 2008 there was almost 49,000 sq m added to the market by the opening of the Mayland RE project in Dabrowa Gornicza and the extension of M1 in Czeladz as well as the second phase of Fashion House in Sosnowiec. High street retailing in Katowice is located along 3-go Maja and Stawowa Streets, which are partially occupied by national and international fashion retailers, partially by banks and financial services and partially by local traders. The condition of this retail area may be soon improved as the city has plans to revitalise the city centre.

3-GO MAJA STREET KATOWICE

With the current shopping centre density ratio of 370 sq m per 1,000 inhabitants, the region seems to be underdeveloped in retail terms. Silesia, however, has a very large investment potential and is very likely to witness the development of a number of new projects in the next few years. Already the situation is changing as there are three projects under way. Parkridge Retail is developing Focus Mall in the centre of Gliwice, whereas Helical is developing Retail Park outside the city limits – in Sosnica. Braaten+Pedersen Plus Partners is just about to start construction of the Agora shopping centre in Bytom.

FASHION HOUSE SOSNOWIEC

RETAIL RENTS The rental rates for prime units are currently at the level of EUR 40 – 50 /sq m/month. Rents for units in retail parks range from EUR 9 – 12 /sq m/month. The high street retail rents also reach high levels (EUR 35 – 45 /sq m/month).

© 2009 CB Richard Ellis Limited

„SILESIA HAS A

VERY LARGE POTENTIAL AND IS VERY LIKELY TO WITNESS THE DEVELOPMENT OF A NUMBER OF NEW PROJECTS.„

SHOPPING CENTRE STOCK EVOLUTION IN UPPER SILESIA

0

0

2009F

10

2008

30

2006

20

2007

60

2004

30

2005

90

2003

40

Annulal Supply (’000 sq m) No of Shopping Centres

QUICK STATS UPPER SILESIA PROGNOSIS FOR 2009

DEMAND VACANCY RENTS YIELDS

© 2009 CB Richard Ellis Limited

EXISTING No 1 2

Project Silesia City Center Katowice M1 Czeladz

GLA (sq m)

Opening Date

65,000

2005

58,500

1997

3

3 Stawy Katowice

48,000

1999

4

Forum Gliwice

46,000

2007

5

M1 Zabrze

42,000

1999

6

Arena Gliwice

37,000

2006

7

Auchan Sosnowiec

36,500

1999

8

Plejada Sosonowiec

33,000

2001

9

Rawa Retail Park Katowice

33,000

2000

10

Pogoria Dabrowa Gornicza

30,000

2008

1

Focus Mall Gliwice

65,000

2010

2

Agora Bytom

27,000

2010

PLANNED

120

SUPPLY

SELECTED RETAIL SCHEMES IN UPPER SILESIA

UPPER SILESIA

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10

WARSAW GENERAL OVERVIEW WARSAW

Despite the national economic slowdown, Warsaw is still attractive in terms of retail investment, as it provides one of the highest incomes per capita and also one of the lowest unemployment rates. Even though the city is perceived as a market being close to saturation, there are still some parts of Warsaw which lack modern and good quality shopping centres such as the northern areas or south – eastern districts.

RETAIL STOCK In Warsaw there are currently 39 shopping centres offering approximately 1.28 million sq m. This gives a shopping centre density at the level of 750 sq m per 1,000 inhabitants. The average size of a traditional shopping centre in Warsaw is 33,000 sq m, and 10 projects exceed 50,000 sq m. Arkadia shopping centre, which opened in 2004 and provides 103,000 sq m of GLA is one of the largest shopping centres in Poland. ZLOTE TARASY

In terms of typology, Warsaw is still the most developed retail market in Poland. Beside shopping centres, the city is the location for all of the possible retail formats: specialized shopping centres (factory outlets and retail parks), retail warehouse stores, hypermarkets and supermarkets. High street retailing in Warsaw has recently undergone significant changes. The Three Crosses Square has upgraded its image and became home to exclusive upmarket brands such as Emporio Armani, Burberry, Ermenegildo Zegna, Max&co, Lilla Moda, Church’s, J.M. Weston and many others. Krakowskie Przedmiescie and Nowy Swiat on the other hand have adopted social functions.

ARKADIA

In the first half of 2008 there was only one DIY store, Brico Depot (7,700 sq m), opened in Warsaw. In the second half of the year one shopping centre was completed – Galeria Rembielinska (13,000 sq m) and one retail park was extended - Targowek Retail Park (18,400 sq m). Currently, only one department store is under active construction - Wolf Bracka and one shopping centre is being extended (KEN Centre). There are also a couple of planned investments, such as Auchan in Lomianki, the Headland project in Piaseczno, Forum Wilanow or the IGI project in Legionowo.

RETAIL RENTS FASHION HOUSE PIASECZNO

The prime rents for units of approximately 100 sq m in shopping centres currently reach the level of EUR 65 - 80 /sq m/month. Rents for units in retail parks, range between EUR 10 - 12 /sq m/month. Prime high street rents are at the level of EUR 60 - 80 /sq m/month.

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THE CITY IS PERCEIVED AS CLOSE TO SATURATION, THERE ARE STILL SOME PARTS OF WARSAW WHICH LACK MODERN AND GOOD QUALITY SHOPPING„ CENTRES.

EXISTING

SHOPPING CENTRE STOCK EVOLUTION IN WARSAW 180

40

160

35

140

30

120

25

100

20

80

15

60

2009F

2007

2005

2008

0

2006

5

0

2003

10

20 2004

40

Annulal Supply ( ’000 sq m) No of Shopping Centres

QUICK STATS WARSAW PROGNOSIS FOR 2009 SUPPLY DEMAND VACANCY RENTS YIELDS

© 2009 CB Richard Ellis Limited

SELECTED RETAIL SCHEMES IN WARSAW No

Project

No

Project

1

Arkadia

11

Reduta

2

Wola Park

12

Promenada

3

Centrum Janki

13

CH Wilenska

4

Targowek Retail Park

14

Sadyba Best Mall

5

Zlote Tarasy

15

King Cross

6

Centrum Krakowska

16

Klif

7

Galeria Mokotow

17

Fashion House Piaseczno

8

Blue City

18

Factory Outlet Center

9

Janki Retail Park

19

Galeria Rembielinska

10

Targowek Centre

20

Centrum Skorosze

WARSAW

„EVEN THOUGH

12

KRAKOW GENERAL OVERVIEW KRAKOW

Krakow is the leading city when it comes to size in southern Poland and is the second largest overall. There are more then 750,000 people residing within the Krakow limits. Krakow also plays a major role in the provision of some important functions and services, including administration, culture, education, economic, tourism as well as other support services. Krakow is a key sightseeing destination in Poland and each year attracts millions of international tourists.

RETAIL STOCK In Krakow, the shopping centre stock is estimated at approximately 340,000 sq m, located within 10 shopping centres. This means that for every 1,000 residents there is 450 sq m of shopping centre space. The dominating projects are those providing from 25,000 sq m to 30,000 sq m. The greatest amount of retail space added to the market in Krakow was in 2001 when 73,000 sq m of new shopping centre space was created. GALERIA KAZIMIERZ

Currently, Galeria Krakowska is the largest shopping centre in Krakow, which provides 57,000 sq m of retail space with 270 shops. Other large shopping centres include: Zakopianka (52,600 sq m), M1 Krakow (42,500 sq m), Galeria Kazimierz (36,000 sq m) and Krakow Plaza (31,000 sq m).

GALERIA KRAKOWSKA

Retail space on the main streets is traditionally concentrated around the old town. Florianska and Grodzka Streets are considered to be the best high street shopping locations in the city with a natural high pedestrian flow. These are the main arteries connecting the Main Railway Station with the Main Square and further on with the Wawel Castle. Many retail brands choose this area as a location for their stores, including the following: Max Mara, Hexeline, United Colors of Benetton, Krakowski Kredens, Orsay, etc. Demand for retail space in Krakow remains quite strong, which results in significant investor interest in the city. Currently, under construction there is one large shopping centre Bonarka (91,000 sq m) by TriGranit and one retail park Futura Park (31,000 sq m) by Neinver. Apollo Rida has also decided to invest in Krakow and is currently extending its M1 shopping centre by 8,000 sq m. There is also one more large project in the pipeline: Serenada planned by Mayland RE.

RETAIL RENTS KROKUS

Prime retail rents for units of approximately 100 sq m within shopping centres amount to EUR 40 – 50 /sq m/month. Prime rents for units on the main high streets range from EUR 55 – 65 /sq m/month.

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KEY SIGHTSEEING DESTINATION IN POLAND AND EACH YEAR ATTRACTS MILLIONS OF INTERNATIONAL TOURISTS.„

SELECTED RETAIL SCHEMES IN KRAKOW EXISTING No

Project

1

Galeria Krakowska

57,000

2006

2

Zakopianka

53,000

1998

3

M1 Krakow

42,500

2001

4

Galeria Kazimierz

36,000

2005

5

Krakow Plaza

31,000

2001

Carrefour

30,500

2002

7

Krokus

27,100

1997

8

Tesco

25,500

1997

9

Tesco

25,300

2000

Solvay Park

14,500

2007

1

Bonarka

91,000

2009

2

Futura Park

31,000

2010

PLANNED

60

6

40

4

20

2

0

0

2005

2008

8

2009F

80

2007

10

2006

100

2003

12

2004

120

Annulal Supply ( ’000 sq m) No of Shopping Centres

QUICK STATS KRAKOW PROGNOSIS FOR 2009 SUPPLY DEMAND VACANCY RENTS YIELDS

© 2009 CB Richard Ellis Limited

Opening Date

6

10 SHOPPING CENTRE STOCK EVOLUTION IN KRAKOW

GLA (sq m)

KRAKOW

„KRAKOW IS A

14

LODZ GENERAL OVERVIEW

LODZ

Lodz, which is located in the centre of Poland, is the third largest city in the country (more than 750,000 residents). Largely as a result of the Lodz Special Economic Zone (LSEZ) the city attracts foreign investors. The city boasts a highly educated and knowledgeable workforce as well as offering low labour costs.

RETAIL STOCK In Lodz there are 11 modern retail centres in operation totalling approximately 370,000 sq m in size. For every 1,000 residents there is 490 sq m of modern retail space.

PIOTRKOWSKA STREET

Till the end of 2006 Lodz was to a large extent dominated by first generation shopping centres anchored by hypermarkets and lacking strong entertainment elements. The situation changed with the opening of Manufaktura (approximately 110,000 sq m GLA) - the largest shopping centre in Poland. Manufaktura was the first shopping centre in Lodz with an extensive leisure element and a very high quality tenant mix. Since it’s opening the centre has taken the lead and maintains the dominant position not only in the city but in the whole region. The main high street in Lodz – Piotrkowska Street - is probably the most well known high street in Poland. The street is in close proximity to the two best shopping centres in the city - Manufaktura and Galeria Lodzka. Piotrkowska unfortunately is now more and more often being occupied by banks and services, instead of up market brand boutiques.

GALERIA LODZKA

In 2008 there was not much new retail space delivered in Lodz and only ECE Projectmanagement decided to take advantage of the success of its centre Galeria Lodzka and extended its offer. The new phase was opened in the Q1 2008 and hosts two big fashion stores: Peek&Cloppenburg and Hennes&Mauritz. On a 35 ha site located at the edge of town Inter Ikea Centre is developing the long awaited first retail park in the city - Port Lodz. Beside an Ikea store, the complex will comprise of a DIY store and a shopping centre. In total the whole complex will bring an additional 100,000 sq m GLA to the stock. The Ikea store is planned for opening in 2009 with the rest of the complex scheduled for 2010. Other major developments in the forthcoming years will be Fabryka Biznesu and Auchan shopping centres both at a very early stage of planning. .

MANUFAKTURA

RETAIL RENTS Prime retail rents for units of approximately 100 sq m within shopping centres range between EUR 35 - 40 /sq m/month. Prime rents on Piotrkowska Street are rather low and stand at EUR 30 /sq m/month..

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RESULT OF THE LODZ SPECIAL ECONOMIC ZONE THE CITY ATTRACTS LARGE NUMBER OF FOREIGN„ INVESTORS.

SELECTED RETAIL SCHEMES IN LODZ EXISTING No

Project

GLA (sq m)

Opening Date

1

Manufaktura

109,500

2006

2

Galeria Lodzka

45,000

2002

3

M1 Lodz

37,800

1999

4

Tulipan

33,000

1999

32,000

2000

5

SHOPPING CENTRE STOCK EVOLUTION IN LODZ

40

4

20

2

0

0

2005

2009F

6

2007

60

2008

8

2006

80

2003

10

2004

100

Annulal Supply ( ’000 sq m)

SUPPLY DEMAND VACANCY RENTS YIELDS

© 2009 CB Richard Ellis Limited

Tesco

26,000

2000

7

Tesco

24,000

1999

8

Carrefour

20,000

1997

9

Carrefour

17,000

1999

10

Carrefour

13,000

2000

Port Lodz

100,000

2010

1 12

QUICK STATS LODZ PROGNOSIS FOR 2009

6

PLANNED

120

No of Shopping Centres

Pasaz Lodzki

LODZ

„LARGELY AS A

16

TRI-CITY GENERAL OVERVIEW TRI - CITY

The Tri-City region is the largest city area in northern Poland and is formed by three inter-connected cities: Gdansk, Gdynia and Sopot. The population of this area is close to 750,000 residents. It is one of the most important industrial, educational and cultural regions in the country. Its proximity to the Baltic Sea makes this region also a popular tourist destination.

RETAIL STOCK Currently, the total shopping centre stock in Tri-City amounts to approximately 470,000 sq m and is represented by 19 modern shopping centres. Out of this number two schemes are specialized centres: one retail park - the Ikea anchored Matarnia and one outlet centre - Fashion House, both located in Gdansk. For every 1,000 residents there is 630 sq m of modern retail space.

GDANSK - OLD TOWN

The high street retailing is not very well developed in Gdansk, as it is mainly represented by Dluga Street (in the Old Town), which is dominated by banks and service units or tourists oriented shops. In Gdynia, Swietojanska Street appears more retail oriented as it is home to many luxury stores with national and international fashion retailers such as Escada, Laurel, Vero Moda, Carry, St.Emile. The demand for retail space in Tri-City remains at a stable level and enables the introduction of new retail projects to the three cities. Already in 2009 there have been two openings: one new shopping centre in Gdansk – Galeria Przymorze (anchored by E.Leclerc) and one shopping centre was extended (Klif in Gdynia).

GALERIA BALTYCKA GDANSK

Currently, there is only one shopping centre under construction – Centrum Haffnera in Sopot and one retail park – Morski Park Handlowy in Gdansk. Another retail scheme planned in Gdansk is Rental Park in Szadolki district. Beside new projects one existing retail scheme is currently being extended (Fashion House in Gdansk), and additionally one more is planned for extension (Wzgorze in Gdynia). The largest of the planned investments is the development of Young City (Mlode Miasto) on Gdansk Shipyard. As soon as TK Development finishes construction of the project, it will be sold to Baltic Property Trust.

RETAIL RENTS FASHION HOUSE GDANSK

The rental levels for prime units in Tri-City in modern shopping centres are at the level of EUR 45 – 55 /sq m/month. High street rents are higher and reach between EUR 50 – 60 /sq m/month. Rents for units in retail parks range from EUR 10 – 12 /sq m/month.

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ONE OF THE MOST IMPORTANT INDUSTRIAL, EDUCATIONAL AND CULTURAL REGIONS IN THE COUNTRY.„

SELECTED RETAIL SCHEMES IN TRI-CITY EXISTING No

Project

1

Matarnia Retail Park Gdansk

GLA (sq m)

Opening Date

69,000

1998

2

Auchan Gdansk

43,100

1998

3

Osowa Gdansk

39,100

1998

39,000

2007

31,000

2002

23,500

2009

4 5 6

Galeria Baltycka Gdansk Morena Gdansk Galeria Przymorze Gdansk

7

Manhattan Gdansk

22,200

2004

8

Alfa Centrum Gdansk

21,000

2002

9

Klif Gdynia

30,700

1996

10

Wzgorze Gdynia

20,700

2001

PLANNED

SHOPPING CENTRE STOCK EVOLUTION IN TRI-CITY

12

20

8

10

4

0

0

2005

2009F

30

2007

16

2008

20

40

2006

50

2003

24

2004

60

Annulal Supply ( ’000 sq m) No of Shopping Centres

QUICK STATS TRI-CITY PROGNOSIS FOR 2009 SUPPLY DEMAND VACANCY RENTS YIELDS

© 2009 CB Richard Ellis Limited

1

Centrum Haffnera Sopot

10,000

2009

2

Gdanski Retail Park

50,000

2010

TRI-CITY TRI - CITY

„TRI-CITY IS

18

WROCLAW GENERAL OVERVIEW WROCLAW

Wroclaw is the capital city of the Dolnoslaskie Voivodship and is the fourth largest city in Poland. The city is home to around 640,000 residents. Wroclaw is a very attractive place for Polish and foreign investors with long term plans. The diversity of the Wroclaw economy makes the city immune to market fluctuations.

RETAIL STOCK In Wroclaw there are 17 modern shopping centres providing approximately 500,000 sq m of retail space. For every 1,000 residents there is 800 sq m of shopping centre space (including retail parks and factory outlets). In terms of density, Wroclaw takes the second position among the major Polish cities, just behind Poznan and ahead of Warsaw.

WROCLAW - OLD TOWN

Apart from the shopping centres there are the full range of possible retail formats present in Wroclaw. A strong retail destination in Wroclaw is still the south of the city with the popular „Bielany Hub” including Bielany Retail Park anchored by Ikea, Castorama store and Auchan shopping centre with Leroy Merlin. The traditional high street in Wroclaw is Swidnicka Street, the location for two well-known department stores (Renoma and Solpol), as well as many boutiques with up-market brands such as: Zara, Rosenthal, Vero Moda, Bata, H&M and Tatuum. Wroclaw’s Old Town is mainly home to restaurants and cafes as well as service points such as banks, stores with mobile accessories and art galleries.

GALERIA DOMINIKANSKA

The last two years have been very active for Wroclaw in retail terms. 2007 was a record year for the development of shopping centres in Wroclaw, when there were three shopping and leisure centres completed: Pasaz Grunwaldzki, Arkady Wroclawskie and Magnolia Park. In 2008 there were three more openings: Marino Shopping Centre (19,000 sq m GLA) redeveloped by Gant Development, Helical’s Retail Park Mlyn (10,000 sq m GLA) and Neinver’s Futura Park (30,000 sq m GLA). The latest entrant to the market is Renoma, which is an old department store renovated by Centrum Development&Investments, that opened in the Q2 2009. Due to the large development potential Wroclaw remains a focus of retail interest; Mayland RE, Clairmont Global and Apsys are among the companies interested in entering Wroclaw’s market in the immediate future.

ARKADY WROCLAWSKIE

RETAIL RENTS Prime shopping centre rents for units of approximately 100 sq m are at the level of EUR 40 – 50 /sq m/month. Rents for units of 1,000 sq m in retail parks, range from EUR 9 – 11 /sq m/month. The rental level for high street units ranges from EUR 35 – 45 /sq m/month. © 2009 CB Richard Ellis Limited

19

A VERY ATTRACTIVE PLACE FOR FOREIGN INVESTORS WITH LONG TERM PLANS. THE DIVERSITY OF THE WROCLAW ECONOMY MAKES THE CITY IMMUNE TO MARKET FLUCTUATIONS.„

SHOPPING CENTRE STOCK EVOLUTION IN WROCLAW 20 18 16 14

160 140 120

12 10 8

100 80 60 20

6 4 2

0

0 2009F

2008

2006

2007

2005

2003

2004

40

Annulal Supply ( ’000 sq m)

QUICK STATS WROCLAW PROGNOSIS FOR 2009 SUPPLY DEMAND VACANCY RENTS YIELDS

© 2009 CB Richard Ellis Limited

EXISTING No

Project

GLA (sq m)

Opening Date

1

Magnolia Park

74,000

2007

2

Auchan Bielany

56,000

2003

3

Pasaz Grunwaldzki

50,000

2007

4

Korona

46,100

1999

5

Bielany Retail Park

44,200

1996

6

Arkady Wroclawskie

32,000

2007

7

Renoma

31,000

2009

8

Borek

27,000

1999

9

Galeria Dominikanska

24,000

2001

10

Marino

19,000

2008

1

Idylla

50,000

2012

2

Wyspa

45,000

2010

PLANNED

180

No of Shopping Centres

SELECTED RETAIL SCHEMES IN WROCLAW WROCLAW

„WROCLAW IS

20

POZNAN GENERAL OVERVIEW POZNAN

Poznan is one of the two largest cities located in western Poland and ranks fifth in size overall. Within the city limits there are about 560,000 residents. The whole Poznan region is renowned for its good overall economic performance. It is a very important trade and exhibition node in Poland and attracts investors from all over the world.

RETAIL STOCK To date, in Poznan, modern retail provision has reached 500,000 sq m of GLA in 16 shopping centres. Out of this number as many as 7 projects exceed 40,000 sq m. The shopping centre density ratio is the highest in Poland and after the opening of Galeria Malta it reached 900 sq m per 1,000 residents.

GALERIA MALTA

Poznan started to invest in new retail shopping centres relatively early. The first shopping centres, however, were mainly hypermarket anchored and could not meet the high tenant demand for retail space. Only the opening of Stary Browar (47,000 sq m) in 2003 has made it possible for many international retailers to enter the market. With the largest retail and leisure offer, Stary Browar has been the unquestionable market leader since its opening. Other strong retail destinations include King Cross Marcelin (handed over in 2005) and Galeria Pestka (opened in 2008). Beside traditional shopping centres, in Poznan there are also two specialized centres - Centrum Franowo (anchored by Ikea) and Factory Outlet Centre in Lubon.

STARY BROWAR

This year another strong competitor has entered the market – Galeria Malta. Located close to the city centre at the Malta Lake, the Neinver project includes 54,000 sq m comprised of 170 shops and a multiplex cinema as well as a food court. At present there is one specialized shopping centre Bulwary Poznanskie being developed in the southern Poznan. The scheme will be an example of the first shopping village in Poland. The opening of the whole complex is scheduled for Spring 2011. Additionally, there are three more shopping centres scheduled before 2012 – Galeria MM by Galeria MM SPV, Lacina by Apsys and Galeria Metropolis by Echo Investment, which will bring an additional 150,000 sq m GLA to the market.

RETAIL RENTS KUPIEC POZNANSKI

Prime retail rents for units of approximately 100 sq m in shopping centres are currently at the level of EUR 40 – 50 /sq m/month. Rents for the best high street retail units are currently at EUR 35 – 45 /sq m/month.

© 2009 CB Richard Ellis Limited

21

POZNAN REGION IS RENOWNED FOR ITS GOOD OVERALL ECONOMIC PERFORMANCE. IT IS AN IMPORTANT TRADE AND EXIBITION NODE IN POLAND AND ATTRACTS INVESTORS FROM ALL OVER THE WORLD.„

10

40

8

30

6

20

4

10

2

0

0 2005

2009F

12

50

2008

14

60

2006

70

2007

16

2003

18

80

2004

90

Annulal Supply ( ’000 sq m)

QUICK STATS POZNAN PROGNOSIS FOR 2009 SUPPLY DEMAND VACANCY RENTS YIELDS

© 2009 CB Richard Ellis Limited

EXISTING No

Project

GLA (sq m)

Opening Date

1

Galeria Malta

54,000

2009

2

Stary Browar

47,500

2003

3

King Cross Marcelin

45,500

2005

4

Auchan Komorniki

44,500

2001

5

Galeria Pestka

42,500

2008

6

Auchan Swadzim

42,000

2000

7

M1 Poznan

41,500

1998

8

Poznan Plaza

30,500

2005

9

Centrum Franowo

30,000

1995

10

Panorama

23,500

1997

1

Bulwary Poznanskie

71,500

2011

2

Lacina

85,000

2012

PLANNED

SHOPPING CENTRE STOCK EVOLUTION IN POZNAN

No of Shopping Centres

SELECTED RETAIL SCHEMES IN POZNAN POZNAN

„THE WHOLE

22

SZCZECIN GENERAL OVERVIEW SZCZECIN

Szczecin is the largest city in the Zachodniopomorskie Voivodship and is ranked 7th in terms of population (approximately 400,000 inhabitants) in Poland. Szczecin is situated on the western border of Poland and is well renowned for its shipping port. Located in the vicinity of the Baltic Sea and the Polish – German border Szczecin ought to be taking greater advantage of its prominent location.

RETAIL STOCK In total there is only 200,000 sq m of modern retail space in Szczecin represented by 9 shopping centres. For every 1,000 residents there is 500 sq m of modern shopping centre space. There are only two projects over 30,000 sq m, namely the Galaxy Centrum (42,000 sq m) and Ster (32,000 sq m).

SZCZECIN - CITY CENTER

Operating since 2003, Galaxy Centrum still attracts the biggest number of customers, not only the local inhabitants, but also the customers from beyond the western border. Located in the city centre, the Galaxy centre offers the largest shopping gallery (30,400 sq m) in Szczecin with many renown retailers such as: H&M, Mango, Cubus, all of whom were not present on the Szczecin market before. Traditionally the high street retail is concentrated in the area of Wojska Polskiego Avenue, Wyzwolenia Avenue and Niepodleglosci Avenue. In 2008 only one shopping centre was opened – Auchan in Kolbaskowo just outside the city limits. Additionally, Stara Cegielnia was developed by Caelum Development, but this scheme provides only 3,100 sq m of rental area.

GALAXY

Due to the significant development potential and the very favourable location (close to the border with Germany), Szczecin is constantly the focus of a number of investors. Currently, there are a couple of retail projects planned for the nearest future by investors such as ECE Projectmanagement, Mayland RE, RE Project Development.

RETAIL RENTS Prime rents for a 100 sq m fashion unit in a high quality shopping centre, such as Galaxy Centrum, are up to EUR 40 – 45 /sq m/month. The rental levels for single retail units of approximately 100 sq m, located along the main shopping streets, range between EUR 15 – 30 /sq m/month in the best locations. STER

© 2009 CB Richard Ellis Limited

23

THE VICINITY OF THE BALTIC SEA AND THE POLISH – GERMAN BORDER SZCZECIN OUGHT TO BE TAKING GREATER ADVANTAGE OF ITS PROMINENT LOCATION.„

SELECTED RETAIL SCHEMES IN SZCZECIN EXISTING No

Project

GLA (sq m)

Opening Date

1

Galaxy

42,000

2003

2

Ster

32,000

1999

3

Turzyn

27,500

2001

4

Galeria Gryf

24,000

2007

5

Piast

21,000

2000

21,000

2008

6

Auchan Kolbaskowo

7

Real

14,500

1997

8

Tesco

12,000

1999

9

Kupiec

10,000

2003

1

Galeria Kaskada

42,000

2011

2

Street Mall

40,000

2012

PLANNED

SHOPPING CENTRE STOCK EVOLUTION IN SZCZECIN

20

4

10

2

0

0

2005

2009F

6

2007

30

2008

8

2006

10

40

2003

12

50

2004

60

Annulal Supply ( ’000 sq m) No of Shopping Centres

QUICK STATS SZCZECIN PROGNOSIS FOR 2009 SUPPLY DEMAND VACANCY RENTS YIELDS

© 2009 CB Richard Ellis Limited

SZCZECIN

„LOCATED IN

RETAIL INVESTMENT INVESTMENT TRANSACTIONS The weaker global conjuncture as well as the slowdown of demand caused a significant decrease in the investment volume across all sectors in Poland in 2008. Nevertheless, business conditions in Poland still remain much more favourable than in other European countries and foreign investors still consider Poland to be an opportunistic market. The total volume invested into Poland’s real estate market in 2008 amounted to EUR 1.87 billion in 51 deals. This represented a 40% decrease when comparing with 2007. The office and retail sectors were again the most popular collectively accounting for just over 87% of total investment volume, with the mixed-use and industrial sector responsible for the remainder.

RETAIL INVESTMENT VOLUME IN POLAND (EUR MILLION) 3000

The retail market in 2008, as opposed to previous years, was much less spectacular in terms of investments. The sector attracted around EUR 461 million, representing 25% of total investment volume. There were only 14 retail transactions registered in 2008.

2500 2000 1500 1000

Q1 2009

2008

2006

2007

2004

2005

0

2003

500

PRIME RETAIL YIELDS IN POLAND (%) 12 10 8

The largest significant transaction was the sale of Trzy Stawy Shopping Centre in Katowice by Union Investment for EUR 95 million in the 3rd quarter. At the beginning of the 2008 year around a 24% share in Green Holdings was purchased by GE Real Estate for over EUR 90 M; additionally a portfolio of seven shopping centres located in different cities in Poland such as Rondo in Bydgoszcz, Janki in Warsaw, Krokus in Krakow and four others was sold. Other notable deals included the sale of Turawa Retail Park in Opole, and the disposal of the Eagle Retail Portfolio and Fashion Houses in Sosnowiec and Warsaw.

6 4

2009F

2008

2007

2006

2004

0

2005

2 2003

RETAIL INVESTMENT

24

Prime retail yields have increased and are currently quoted at between 6.5% and 8.5%. Due to the rapid development of the shopping centre market in Polish cities, we can expect to see an improvement of the retail investment churn in the next few years and also more interest in other retail formats such as factory outlets and retail parks.

SIGNIFICANT RETAIL PROPERTY TRANSACTIONS IN 2008 Property

Location

Size (sq m)

Price (EUR M)

Green Holdings (24% shares)

Various

333,000

90

n/a

GE Real Estate

Turawa Retail Park

Opole

36,000

70

n/a

Standard Life

Various

50,600

51,6

7.65 - 8%

Fashion House Gdansk (Phase I)

Gdansk

9,300

30,5

6.5%

AIB Polonia

Fashion House Sosnowiec (Phase I)

Sosnowiec

7,800

28

6.5%

AIB Polonia

Lublin

7,500

27

ca.6%

Endurance Real Estate Fund

Eagle Portfolio

Centrum Orkana

Estimated Yield

Purchaser

Balmain European Retail Properties

© 2009 CB Richard Ellis Limited

25

MARKET TRANSPARENCY - The property market is relatively transparent, with historical freehold transactions registered as notarial deeds, accessible to property valuers. However, there is no public record of lease transactions.

LEASE LENGTH AND TERMS - The lease contract period is 5 to 10 years with an option to extend. Since the introduction of the EUR, most leases have been denominated in EUR, but paid in PLN. Older leases are typically denominated in US$. Rents are escalated by the European (Eurostat) or U.S.consumer price index.

RENT PAYMENT - Rent is payable monthly in advance, and is quoted exclusive of VAT. SERVICE CHARGE - There is usually no service charge liability for high street shop units. Within shopping centres, service charge payments are common and will include repairs, cleaning and security.

TENANTS’ COVENANT - Covenant strength is very important within the Polish market. A rent deposit, bank or parent company guarantee equivalent to 3-6 months’ rent, service charge, marketing costs and VAT is expected from all companies. INCENTIVES - Incentives include capital contributions toward shop fitting and rent-free periods, negotiated between the parties. Anchor tenants can expect a minimum of 3 months’ rent-free or a fit-out contribution.

DEFINITIONS OF KEY TERMS RETAIL SPACE GLA - gross lettable area in sq m refers to the area leased to tenants and includes any other construction elements.

SHOPPING GALLERY - proportion of a shopping centre which contains a series of stores adjacent to each other and all accessed via a communal walk way.

HYPERMARKET - large-scale store, free-standing or part of a shopping centre with a minimum size of 2,000 sq m and which offers a wide variety of food and household products.

SHOPPING CENTRE - a scheme that is planned, built and managed as a single entity, comprising units and ‘communal’ areas, with a minimum gross lettable area (GLA) of 5,000 sq m, usually a group of at least 10 shops and services. It usually includes a leisure element and a sizeable gallery representing over 70% of the total centre space. The hypermarket, in 1st generation shopping centres accounts for 40-50% of the whole centre, while in 2nd generation shopping centres the shopping gallery accounts for over 70% of the total area of the scheme.

RETAIL PARK - also known as a ‘power station’, is a consistently designed, planned and managed scheme that comprises mainly medium- and large-scale specialist retailers (“big box” or “power stores”).

FACTORY OUTLET - A consistently designed, planned and managed scheme with separate store units, where manufacturers and retailers sell merchandise at discount prices which, may be surplus stock, prior-season or slow selling.

DISCLAIMER 2009 CB Richard Ellis Information herein has been obtained from sources believed reliable. While we do not doubt its accuracy, we have not verified it and make no guarantee, warranty or representation about it. It is your responsibility to independently confirm its accuracy and completeness. Any projections, opinions, assumptions or estimates used are for example only and do not represent the current or future performance of the market. This information is designed exclusively for use by CB Richard Ellis clients, and cannot be reproduced without prior written permission of CB Richard Ellis.

MARKET PRACTICE

MARKET PRACTICE

26

SELECTED GENERAL LEGAL ASPECTS OF THE REAL ESTATE BUSINESS

ABOUT HOGAN & HARTSON Hogan & Hartson is one of the world's leading law firms representing real estate companies and real estate investment trusts (REITs). In Poland, the firm has been serving the business community since 1991, and has a team of Polish advocates, legal advisors, and U.S. lawyers with broad experience in large and complex transactions and projects. Consequently, the firm is able to provide its clients with the full range of commercial and litigation services, and has been involved in some of the country's largest investments. www.hhlaw.com Maciej Jamka Managing Partner Hogan & Hartson Jamka sp.k. al. Jana Pawła II 25 00-854 Warszawa +48.22.653 4204 [email protected]

© 2009 Hogan & Hartson

GENERAL TITLES TO REAL PROPERTY Ownership title (własność) provides for the broadest scope of rights to a real property in Poland. Certain properties located within cities owned by the State Treasury (Skarb Państwa) or local-municipal authorities (gminy) are subject to a perpetual usufruct (użytkowanie wieczyste ). It is similar to ownership, but limited in time (usually 99 years). Certain limitations to the scope of the right and use of a real property are imposed by the law or an agreement on its establishment. In addition to charges imposed on a property owner, a perpetual usufructuary is obliged to pay annual fees.

PERMIT FOR ACQUISITION Acquisition of an ownership or perpetual usufruct title by certain foreigners (in essence entities from outside the European Economic Area) and relating to certain properties requires a permit of the Minister of Internal Affairs and Administration (zezwolenie Ministra Spraw Wewnętrznych i Administracji ). The same applies to the acquisition of shares in companies holding such properties and controlled by such foreigners. A permit should be obtained before a real property is acquired, otherwise the acquisition will be invalid.

STRUCTURE OF ACQUISITION For a real property sale agreement to be valid, it needs to be executed in the form of a notarial deed (akt notarialny). This agreement can be preceded by the execution of a preliminary sale agreement (umowa przedwstępna). The effectiveness thereof depends on whether or not it was signed in the form of a notarial deed. If so, an authorized party may demand conclusion of the final agreement and refer to the court to effect this. If no notarial deed was signed, only damages can be claimed.

REGISTRATION SYSTEM In Poland, all basic information on the legal status (description, location, owner, encumbrances,) of a real property is contained is its land and mortgage register (księga wieczysta), which is kept by the competent court. Entries in land and mortgage register are deemed factual and accurate. This so-called “public credibility” of land and mortgage registers gives protection to third parties relying on the land and mortgage register when acquiring in good faith a property from the person disclosed in the land and mortgage register.

ZONING Zoning plans (plany zagospodarowania przestrzennego) enacted by municipal authorities specify, in particular, the designation of development of the property and location of investments. Where zoning plans have not been enacted, a zoning decision (decyzja o warunkach zabudowy) or a decision on location of public utility development (decyzja o ustaleniu lokalizacji inwestycji celu publicznego) are issued. Special legal requirements apply to the majority of areas designated for agricultural or forestry purposes.

© 2009 Hogan & Hartson

27

SELECTED LEGAL ASPECTS

SELECTED GENERAL LEGAL ASPECTS OF THE REAL ESTATE BUSINESS PREPARED BY HOGAN & HARTSON

SELECTED LEGAL ASPECTS

28

SELECTED GENERAL LEGAL ASPECTS OF THE REAL ESTATE BUSINESS PREPARED BY HOGAN & HARTSON

GENERAL COSTS AND TAXES Transactions involving the purchase of real properties are subject to certain fees and payments, such as: (a)

notarial fees, which vary depending on the value of a property being acquired. A notarial fee may not exceed PLN 10,000 under any circumstances;

and

(b)

taxes; generally, the sale of an undeveloped real property designated for development is subject to VAT (podatek od towarów i usług). The transfer of buildings is, in principle, not subject to VAT; however, there are numerous exceptions that apply in practice. Taxpayers may relinquish the VAT exemption under certain circumstances. The tax on civil law transactions (podatek od czynności cywilnoprawnych) , of which the rate is 2% of the market value of the property, will be charged instead if the VAT exemption applies.

DEVELOPMENT CONSTRUCTION PERMIT Except for limited construction works that are subject to notification to the relevant authorities, the performance of construction works requires a final construction permit decision (ostateczna decyzja o pozwoleniu na budowę). A lack thereof entitles the authority to order the demolition of a building/structures, unless a legalization procedure (procedura legalizacyjna) is allowed. A construction permit expires when, within three years of the date on which it becomes final, construction works have not yet commenced or have been suspended for more than three years. An amendment to the Construction law (Prawo budowlane) is currently being prepared. The purpose thereof is to simplify the investment process by, among other things, waiving a construction permit requirement in certain circumstances.

ENVIRONMENTAL CONDITIONS DECISION Performance of works that may have a significant impact on the environment and the so-called “Nature 2000” area is allowed after a decision on environmental conditions (decyzja o środowiskowych uwarunkowaniach) has been obtained. In certain circumstances, an investor must prepare a report on the predicted impact of its development on the environment. The issuance of a construction permit is conditional upon obtaining this decision.

© 2009 Hogan & Hartson

DEVELOPMENT ADMISSION FOR USE Generally, in order to start using the object, an investor needs to notify the relevant authorities about its completion. If the authorities have no objections to the development performed, the building may be used. For some types of buildings, an occupancy permit (pozwolenie na użytkowanie) is obligatory. In accordance with the proposed changes to the law, a different administrative procedure will apply to allow the occupation of buildings. From January 1, 2009, a certificate related to the so-called "energy characteristics" of every building being admitted for use is required.

COMMERCIAL LEASES LENGTH The maximum term of a lease for a defined period of time is 10 years and between entrepreneurs - 30 years. If after expiry of such term the lease is continued, it is regarded as concluded for an indefinite period of time. Leases entered into for an indefinite period (czas nieoznaczony) of time may be terminated by either party upon an agreed termination notice, or, in the absence of the respective contractual provision, upon statutory notice (usually three months). Leases entered into for a definite period (czas oznaczony) of time may be terminated only for reasons specified in the agreement or in law.

RENT STRUCTURE In commercial leases, 22% VAT is added to the rent. Indexation of the rent is provided in most of agreements, usually pursuant to the Eurozone CPI index. In commercial leases, a “turnover” rent is often applied and is due as a percentage of the tenant's turnover. Since January 2009, entrepreneurs may denominate obligations and effect payments also in any other currencies agreed. Before, payments (including rent) could be denominated only in the Polish currency (Polish zloty).

LEGAL FORM A lease agreement for a period longer than one year should be concluded in writing, otherwise being regarded as entered into for an indefinite period of time. The law allows the purchaser of the property that is let, to terminate the lease. In order to secure tenants against such termination, it is advisable to sign leases for a definite period of time with a so-called “certified date” (data pewna).

DISCLAIMER 2009 Hogan & Hartson The above review has the nature of information only and was not prepared to serve as grounds for business decisions in specific circumstances.

© 2009 Hogan & Hartson

29

SELECTED LEGAL ASPECTS

SELECTED GENERAL LEGAL ASPECTS OF THE REAL ESTATE BUSINESS PREPARED BY HOGAN & HARTSON

30

NOTEPAD

NOTEPAD

© 2009 CB Richard Ellis Limited

Charles Wardroper Managing Director [email protected] T +48 22 544 8007 F +48 22 544 8001

Magda Frątczak Retail Agency [email protected] T +48 22 544 8017 F +48 22 544 8001

Joanna Mroczek Research & Consultancy [email protected] T +48 22 544 8061 F +48 22 544 8001

CB Richard Ellis Polska Rondo ONZ 1 00-124 Warsaw Poland T +48 22 544 8000 F +48 22 544 8001

www.cbre.pl