Impact Developer & Contractor S.A.

Audit Report / Information • May 30, 2012

Report of the Independent Auditor

To:

The Shareholders and Administrative Board of IMPACT DEVELOPER & CONTRACTOR Group

1. We have audited the attached consolidated financial statements of Impact Developer & Contractor SA We have audited the attached consolidated balance sheet as of 31 December and its subsidiated income statement, the consolidated statement of changes in equity, and the consolidated statement of cash flows for the year closing on that als well as a synthesis of consolidated statement of cash nows for the year closing on that the resplants of the respectioned financial statements refer to:

	- thousands euro - 31 December 2011
Total shareholders' equity	92.468
	2.267
Net turnover Net result-loss	(11,482)

Management responsibility for financial statements

2 The Company's Management is responsible for the presentation of these This Company's Management is responsible for the proparation's l'enorting Standards. This financial statements in accordance with the hitemation internal ropel col relevant to the responsibility includes: designing, ifriplements has free from material misstatements,
preparation and fair presentation of financial statements accounting policies; and maki preparation and fair presentation of interiority the are nooners and most of the making accounting estimates that are reasonable in the circumstances.

The responsibility of the auditor

1. Our responsibility is to express an opinion on these financial statements based on our audit. Except for 3. Our responsibility is to express an opinion on these macilitirit orcocidance with the international the issues presented in paragraph 5, 6 and 7, we condictive requirements and plan
   Standards on Auditing (ISA). Those standards require the comply with ethernents and plan Standards on Auditing ((SA). Those Standards requre that wo one financial statements are from material misstatements.

4.An audit involves performing procedures to obtain audited informent and disclosures in the assessment 4. An audit involves performing procedures to obtain adoltor's judgment, including the assessment
financial statements. The procedures selected depend including to france of financial statements. The procedures selected uspend statements, whort be roue to fraud or error. In making
of the risks of material misstatement of the financial statement t of the risks of material misstatent of the manch relevant the entity's preparation and fair these risk assessments, the auditor considers intential control it are appropriate in the are appropriate in the entity's int presentation of the financial statemis in one to occasing an the entity internal circumstances, but not for the purpose of expressment ancounting policies used and the control. An audit also includes evaluating the appropriateness of assessment, as well as evaluating the overall

A Member of RSM International Authorised by The Romanian Body of Charlered Accounting arcuming arcuming. A Member of Rom internetialize Romanian Chamber of Tax Aldrison to provide accounting, audionaling, audio id The Romanian Chamber of Australia and The pittal: 112,000 LEI VAT no. R06057138 Reg. No.: J49/W34039994

presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient presentation of ot provide a basis for our opinion.

1. As the company didn't establish the net realizable value through valuation reports issued by independent 5.As the company didn't establish the net realizable value moder 31, 2011, woe have not been
   evaluators for all inventories presented in financial statements as of December a evaluators for all inventories presented in financial statements as or in 2000 keuro) are novel able to ensure ourselves that inventores (tinished goods presented at minimum between cost and net realisable value. Consequently we cambe and on the results of such valuations.

2. As of December 31, 2011 The Group presents in the consolidated financial statements work and
   est in the second in tetal emount of 4,473 keuro representing investments in D 6. As of December 31, 2011 The Group presents in the Colisoned Milanount of Child Store (PUZ,
   services in progress in total anount of 4,473 keur representing investments in D services in progress in total anount of 4,473 keuro representing in Municipality Cluj for recouping the
   roads, water and electricity networks etc). The group has a dispute w roads, water and electicity neworks etch. The group has a dispute will indinely and we have not been able and been able invested amount in this project. Ve cannot estimate the mentioned asset. Consequently, we cannot express
   to ensure ourselves about the investion of the mentioned asset. Cons to ensure ourselves about the inventories and nor on the possible effect on company s performance of
   any opinion on the inventories and nor on the possible effect on compary any opinion on the valuation of the inventores and not on the financial statements for the the results of such evaluations. The previous year audit opinion issued on the management of inventories valuation.
   period ended December 31, 2010, expressed an emphasis of m

3. For the legal litigations presented in Note 25 ("Contingent Liabilities", paragraph B2) to the financial 7. For the legal litigations presented in Note 25 ( Contingent Labinson) lawyers, or we received.
   statements, either we have not received confirmation from the company li statements, either we have not received confirmation friend of the absence of this confirmations but without an estimate of the result of each respective might armed company's position and financial performance.

Opinion

1. In our opinion, with the exception of the effects of adjustments that might have been asoertained as 8. In our opinion, with the exception of the ensure ourselves as to the issues mentions of only in paragraphs 5, 6
   being necessary if we had been able a tue a tue a tue and f beng necessary if we had been able to ensure ourselves as to the ssub-simulation in position
   and 7, the consolidated financial statements give a tue and fair view of the cons and 7, the consolidated financial statements give a tife on info on into on into of the mater 31, 2011 and of the mational of IMPACT DEVELOPER & CONTRACTOR SA and its subschanes as or Docomber with hternational
   results of the group's operations and its cash flow for the notes in the notes to results of the group's operations and its cash flow for the year their ended in the notes to the consolidated financial statements.

Noteworthy issues

1. Without qualifying our opinion, we draw attention to the following issues:

a. As a result of the financial crisis and of the global economic downturn, the Romanian real estate As a result of the financial crisis and of the golder compared to previous with regard to the market was subject to a significant fall in 2011 compared to provide promo manifest in the case
individual value of transactions as well as their volume. This cremanifest in individual value of transactions as well as their volume. This trend also boannel and contraction in the

A Member of RSM International Authorised by The Romanian Body of Chartered Accountants (CECCAR) A Member of RSM International Rudion'sed by the Romanian of Tax Advisors to provide accual
d The Romanian Chamber of Auditors and The Romanian (13) NAT no. RO6057138 Req. No ed The Romanian Chamber of Auditors and The Romanian Chamber of 133 %015.
tax and business consulting services. Share Capital: 12,000 LEI VAT no. RO6057138 Reg. No. : J40/1

and presented in Note 23 ("Other legal and economic information") to the financial statements drawn and presented in Note 23 ("Other legal and economic information") (o the manufactures of the market of the months the months the up as of December 31, 2011 and estate market.

• be In the audit report on the financial statements drawn up on 31 December 2010, we tid not express.
  The local is a situan and to the acreeritude of the calculation of the ta In the audit report on the financial statements of the tax liability due to the libelity due to the local
  any opinion with regard to the correctitude of the calculation of th any opinion with regard to the correctitude of the calculation of the tax many tom the debts accuing from the measure budgets with regard to the property tax (buildings and land), the ville of 1 a tax inspections were
  local taxes and their possible impact on the profit and loss account. In 2 local taxes and their posible impact on the scope of establishing the aforemioned local taxes
  carried by the local authorities, with the scope of establishing the paid by the carried out by the local authorities, with the scope of establishing the discussions and and
• c. As presented in Note 22 ("Subsequent events"), in March 2012, at the Public Ministry.
  Contract Tribunal's Court desided that goods belonging to Impact Developer and Co As presented in Note 22 ("Subsequent events"), in March 2012, at the Foquoos and Contractor S.A.
  a Bucharest Tribunal's Court decided that goods belonging to Impact Developed a Bucharest Tribunal's Court decided that goods belonging to himpack Developments of the Areasons Agency).
  up to the sum of 16,823,946 lei to be sequested at the A.N.A.F. (in up to the sum of 16,823,946 lei to be sequestered at the Art. An (misharest, 350 Teisani Street,
  disposal. The sequester has as object 2 pieces of land located in Bucharest, District 1 in a total area of 52,234 sq.
• d. As laid out in Note 24, the paragraph titled "Shares owned in affiliated entitles", in December 2011 As laid out in Note 24, the paragraph titled "Shares owned in Bipact 1995 S.R.L. in anount, as par
  the Impact management decided to sell 36 shares owned in Bipact hosed from the Impact management decided to sell 36 shares owned in Bipact 1900 er relation of the lines.
  value, of 900 lei. As a result of this transaction, the Impact holdings in Bipa 4.83%.
• e. As laid out in Note 24 at the paragraph titled "Shares owned in affiliated entities and Note 40
  Andrew Andress of Super of Super with a par value o As laid out in Note 24 at the paragraph Infed Shares owned Mr. ("Inventories"), Impact owns shares with a par value of 539 keuro (42 million in the mail from the mail from
  2002 S.A., the Greenfield 2 Business Support Centre, a project of 2002 S.A., the developer of the Greentleld 2 Business Support Ourling and has executed
  the European Development Fund via the Regional Operational Programme and has executed the European Development Fund Vie Regional Operational Program. 2010 the Management
  investments (work in progress) with a value of 724 keuro. Althou investments (work in progress) with a Value or 724 Rente Authority accepted the Greenfield 2 Business Support on the conformity of the technical be finalised through signing of a financing contract, atter evented the some in 2012. Millennium
  plans and a visit to the Management Authority the rejected the project in 201 plans and a visit to the site, the Management Authority the rejected no port the case, it will take legal action
  Consult Invest 2002 S.A. has appealed this decision and, upon Consult Invest 2002 S.A. has appealed this decision and, upon and
• f. A As presented within the Note 24, Investimob was merged in 2011 into Rot Apact. Along this merger, As presented within the Note 24, Investimob, got a 42% ofRot-Apact. In December 2011, Intop sold
  Intop Construction, initial owner of Investimob, got a 42% ofRot-Apact. In D Intop Construction, initial owner of Investimob, got a 42 % off.or Apact . In Loonsequently, Investimob was not included in consolidation process.
• g. In connection with commercial transactions undertaken with related parties, we should draw
  the states that for fresh that according to the Romanian Tax Legislation, the pr In connection with commercial transactions undertaken with Tolated Parties, and Process utilized in these
  attention to the fact that, according to the Romanian Tax Legislatio transactions must be at arm's length principle.

A Member of RSM International Authorised by The Remanian Body of Chartered Accountants (CECCAR) A Member of RSM International Additors and The Romanian Chamber of Tax Abvisors in provide accounting. And nd The Romanian Chamber of Auditors and The Romanan Charles Charles Charles, No.: J40/H3340/7994
tax and business consulting services. Share Capital: 12,000 LEI VAT no. R06

10.The present auditor's report was prepared with a view to its use by the company and its shareholders
and the many of the of Oberated data, according to the provisions of 10.The present auditor's report was prepared with a view is use on an a mail one of the more of the more of the more of the gathered in General Meeting of Shareholders, according to the provincity on can other the company
the fullest extent permitted by law, we do not accept or assume libility to the fullest extent permitted by law, we do not accept of alsolity to this report or for the opinions we have formed.
or the company's members as a body, for our audit work, f

RSM Scot SRL CAFR member (no. 322/31.05.2001)

18 May 2012 Bucharest

A 1974 M

RSM SCO S.R.L. 2 ARADI

A Member of RSM International Authorised by The Romanian Body of Charlered Accountants (CECCAR) 2 nd The Romanian Chamber of Auditors and The Romanan Chamber of 6. RO6057138 Reg. No.: JA0/H34021994
tax and business consulting services. Share Capital: 12,000 LEI VAT no.