CpiFim

Audit Report / Information • Apr 21, 2011

23, Val Fleuri L-1526 Luxembourg

Audit report

To the Shareholders of Orco Property Group S.A.

Report on the stand alone financial statements

We have audited the accompanying stand alone financial statements of Orco Property Group S.A. (the "Company"), which comprise the balance sheet as at 31 December 2010, the statement of comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory information.

Board of Directors' responsibility for the stand alone financial statements

The Board of Directors is responsible for the preparation and fair presentation of these stand alone financial statements in accordance with International Financial Reporting Standards as adopted by the European Union, and for such internal control as the Board of Directors determines is necessary to enable the preparation of stand alone financial statements that are free from material misstatement, whether due to fraud or error.

Responsibility of the "Réviseur d'entreprises agréé"

Our responsibility is to express an opinion on these stand alone financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing as adopted for Luxembourg by the "Commission de Surveillance du Secteur Financier". Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the stand alone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the stand alone financial statements. The procedures selected depend on the judgment of the "Réviseur d'entreprises agréé" including the assessment of the risks of material misstatement of the stand alone financial statements, whether due to fraud or error. In making those risk assessments, the "Réviseur d'entreprises agréé" considers internal control relevant to the entity's preparation and fair presentation of the stand alone financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the stand alone financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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PricewaterhouseCoopers S.à r.l., 400 Route d'Esch, B.P. 1443, L-1014 Luxembourg Т: +352 494848 1, F: +352 494848 2900, www.pwc.lu

Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale n°00123693) R.C.S. Luxembourg B 65 477 - Capital social EUR 516 950 - TVA LU17564447

Opinion

In our opinion, the stand alone financial statements give a true and fair view of the financial position of Orco Property Group S.A. as of 31 December 2010, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 2.1 to the stand alone financial statements which indicates that, as at 31 December 2010, the Company still has substantial outstanding debt service obligations and capital requirements. The implementation of the "Plan de Sauvegarde" referred to in Note 2.1 is based on a business plan prepared by Management that assumes among other things operational achievements and successful restructuring of some subsidiaries' activities. Furthermore, as discussed in Note 2.1, some bondholders have filed third party opposition with the "Tribunal de Commerce de Paris" against the judgment approving the "Plan de Sauvergarde". Finally, as discussed in Note 2.1, some subsidiaries held by the Company require funding to continue as a going concern. These matters referred to above, along with other matters as set forth in Note 2.1, indicate the existence of a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern.

In the event that the matters referred to above would not be resolved satisfactorily, the stand alone financial statements would have to be prepared on a break-up basis of accounting with impacts on the valuation, the classification of assets and liabilities and the disclosures, the effects of which cannot be estimated at present.

Report on other legal and regulatory requirements

The management report, which is the responsibility of the Board of Directors, is consistent with the stand alone financial statements.

Luxembourg, 15 April 2011

PricewaterhouseCoopers S.à r.l. Represented by

Marc Minet

H.R.T. Révision S.A. Represented by

Donis