CpiFim — Audit Report / Information 2009

Apr 6, 2010

PRICEWATERHOUSECOOPERS

HRT

REVISION

PricewaterhouseCoopers
Société à responsabilité limitée
Réviseur d'entreprises
400, route d'Esch
B.P. 1443
L-1014 Luxembourg
Telephone +352 494848-1
Facsimile +352 494848-2900
www.pwc.com/lu
info@lu.pwc.com
R.C.S. Luxembourg B 65 477 - TVA L117564447

23, Val Fleuri
L-1526 Luxembourg

Report of the independent auditors

To the Shareholders of
Orco Property Group S.A.

Report on the annual accounts

We have audited the accompanying annual accounts of Orco Property Group S.A. (the "Company"), which comprise the balance sheet as at December 31, 2009 and the profit and loss account for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Board of Directors' responsibility for the annual accounts

The Board of Directors is responsible for the preparation and fair presentation of these annual accounts in accordance with Luxembourg legal and regulatory requirements relating to the preparation of the annual accounts. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of annual accounts that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor's responsibility

Our responsibility is to express an opinion on these annual accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing as adopted by the "Institut des Réviseurs d'Entreprises". Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the annual accounts are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual accounts. The procedures selected depend on the Auditor's judgment, including the assessment of the risks of material misstatement of the annual accounts, whether due to fraud or error. In making those risk assessments, the Auditor considers internal control relevant to the entity's preparation and fair presentation of the annual accounts 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.

(1)

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PRICEWATERHOUSECOOPERS

HRT REVISION

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 annual accounts.

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

Opinion

In our opinion, these accompanying annual accounts give a true and fair view of the financial position of Orco Property Group S.A. as of December 31, 2009, and of the results of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation of the annual accounts.

Emphasis of matter

Without qualifying our opinion, we draw attention to Note 2.1 to the annual accounts which indicates that the Company has substantial outstanding debts service obligation and capital requirements. The Company has experienced significant losses during the year ended December 31, 2009 and the operations of the Company have been significantly affected, and will continue to be affected for the foreseeable future, by the volatility in real estate market. The going concern of the Company is also dependent on the approval by the “Tribunal de Commerce de Paris” of the “Plan de Sauvegarde” and on the success of the financial restructuring of the Company proposed by the management. These conditions, 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 “Plan de Sauvegarde” is not approved by the “Tribunal de Commerce de Paris” or that the financial restructuring of the Company is not successful, Orco Property Group S.A.’s ability to continue as a going concern would not be assured. The annual accounts would have to be prepared on a break-up basis of accounting having impacts on the valuation and on the classification of assets and liabilities, the amounts of which cannot be measured at present.

Report on other legal and regulatory requirements

The annual management report, which is the responsibility of the Board of Directors, is in accordance with the annual accounts.

PricewaterhouseCoopers S.à r.l.
Réviseur d’entreprises
Represented by

Luxembourg, April 2, 2010

H.R.T. RÉVISION S.A.
Réviseur d’entreprises
Represented by