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RomReal Ltd.

Interim / Quarterly Report Aug 28, 2014

8160_rns_2014-08-28_266bd1f1-694f-4db1-a561-06181bf1051a.pdf

Interim / Quarterly Report

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Q2

RomReal Limited Second Quarter 2014 Report 29 August 2014

RomReal is a Company focusing in the Romanian Real Estate market. Established in 2005, it holds premium property in Constanta and Bucharest.

Highlights Second Quarter 2014

Statutory Net Asset Value (NAV)

Under IFRS, the NAV was EUR 0.5 (NOK 4.3) per share at the end of Q2 2014, a decrease of 1.4% compared to the end of Q1 2014.

Valuation

The Company has not made any changes to the land bank portfolio valuation since the 2013 year-end independent valuation carried out by Knight Frank.

Financial Results

Pre-tax result in Q2 2014 of EUR 0.04 million. Total assets at end of Q2 2014 were EUR 33.6 million compared to EUR 33.8 million at end of Q1 2014.

Plot division and sales

With a view to increase the saleability of its land bank, the Company has initiated in the last 6 months the division of one of its plots into smaller ones. During Q2 2014 the Company sold 4 such small plots with a total area of almost 2,000 sqm for a total value of EUR 160,000. Following an initial down payment, remaining due amounts shall be received in instalments.

Brasov plot disposal after Q2 2014

After the end of Q2, the Company has entered into a pre-sale agreement for the sale of its only land plot in Brasov for a price of EUR 1,050,000. The price is marginally higher than the one in the latest independent valuation performed by Knight Frank. The transaction is expected to close by 2Q 2015. The proceeds of the sale, including the already received down payment will be used to reduce the Company's bank debt.

Macro news

Romania's GDP growth slowed somewhat in the second quarter of 2014, driven by a setback in industry and export growth. According to the Budget Minister, the slowdown poses no threat to the Government's annual target of 2.8 per cent as Romania has room to boost state spending. There has been considerable fiscal adjustment since the start of the crisis, which brought the budget deficit down to 2.5 per cent of GDP in 2013. Public debt is low by regional standards at around 38 per cent of GDP. On an annual basis Romania still has one of the highest GDP growth rates in Europe.

The Government has announced the intention to adopt the euro as of 01 January 2019. The new target should be achievable provided inflation remains controlled and the Government remains committed to low fiscal deficits and moderate levels of public debt.

Key Financial Figures

EUR '000 Q2
2014
Q2
2013
YTD 2014 YTD 2013
Operating Revenue 218 106 279 191
Operating Expenses (266) (185) (487) (433)
Other operating income/ (expense),
net
(661) 739 (854) 640
Net financial income/(cost) 747 (654) 1,097 (568)
Pre-tax result 38 6 35 (170)
Result for the period 98 97 127 (170)
Total assets 33,597 34,544 33,597 34,544
Total liabilities 12,398 12,046 12,398 12,046
Total equity 21,199 22,498 21,199 22,498
Equity % 63.1% 65.1% 63.1% 65.1%
NAV per share (EUR) 0.51 0.52 0.51 0.52
Cash position 669 386 669 973

Movement in Net Asset Value

The movement in the Net Asset Value (NAV) in Q2 2014 was negative EUR 0.295 million. This shows a decrease of 1.4% compared to Q1 2014. This is mainly due to the small foreign exchange effect resulting from the translation of the financial statements into EUR, the reporting currency of the Group.

Asset base Q2
2014
Q1
2014
EUR '000 EUR/share NOK/share EUR '000 EUR/share NOK/share
Investment property 29,006 0.70 5.93 29,273 0.71 5.88
Inventories 2,563 0.06 0.52 2,561 0.06 0.51
Cash 669 0.02 0.14 827 0.02 0.17
Other
assets/(liabilities)
(11,040) (0.27) (2.26) (11,168) (0.27) (2.23)
Net asset value 21,199 21,494
NAV/Share 0.51 4.34 0.52 4.33
Change in NAV -1.4% -0.8%

The total issued number of shares at end Q2 2014 was 41,367,783.

Valuation of Properties

The Management has not made any changes to the value of the investment property as compared to the end of Q4 2013 and Q1 2014. The end of year 2013 independent valuation of the Company's Property was executed by Knight Frank Romania. The Property portfolio was evaluated in accordance with the ANEVAR Valuation Standards 2013, which include the International Valuation Standards, issued by the IVSC in 2011. The valuation also complies with the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB); and it is performed in accordance with the RICS Valuation Standards, 8th edition, as published by the Royal Institution of Chartered Surveyors (RICS) in March 2012. The Brasov plot that the Company agreed to sell during the quarter is included in the property portfolio until the transaction is closed and fully paid.

Y/E 2011 Y/E 2012 Q1 2013 Q2 2013 Q3 2013 Y/E 2013 Q1 2014 Q2 2014
Property
value
37,363 33,842 33,808 33,767 33,769 31,849 31,834 31,569
NAV 26,837 21,671 22,247 22,498 23,730 21,671 21,494 21,199
Market cap 5,335 1,520 2,864 3,300 3,977 7,623 6,426 7,479

Cash Flow

EUR '000 Q2
2014
YTD 2013
Net cash flow from operating activities (304) (412)
Net cash flow used in investing activities - (731)
Net cash flows from financing activities - 1,414
Net cash change during period (304) 271

The Cash flow from investing activities for the period ended 31 December 2013 refers to a bond acquisition the Company did with a view to place the extra liquidity and secure a safe return. The bond is BBB+ rated and carries a coupon of 4.19%. The bond is expected to be called by its issuer, Svenska Handelsbanken on 16 December 2015.

Financial Strategy

RomReal pursues a strict cost control with a view to keep expenses at the minimum level possible to maintain its subsidiaries compliant with local legal and tax requirements as well as managing the Oslo Axess compliance requirements at the Group level.

With a view to fund the activities, the Company carried out a Rights Issue in 2013 to provide the necessary working capital. RomReal presently has negative cash flow from operations and is dependent on assets disposal, and/or new equity to maintain operations. If no asset disposals materialise over the next couple of years, the Company's Board of Directors is of the opinion that the EUR 1.4 million net proceeds from this Rights Issue is only sufficient to maintain the present activity level for the next 18 months to 24 months and are not deemed sufficient to service any interests rolled up on the Alpha Bank loan on 28 November 2015. Proceeds from the recent disposals are set to improve the financial flexibility of the Group further.

Furthermore, the Company's policy is to hedge any foreign exchange differences created between the inter-Company loans and the loan taken from Alpha Bank in principal amount of EUR 11.6 million plus its accrued interest to date. This is achieved by retaining most of its cash in Euros and also by denominating all receivables in Euros. Although not reflected from an accounting perspective, practice in real estate is that transactions are denominated in EUR and payments made at the exchange rate ruling at the date of payment, hence reducing the risk of cash losses due to exchange rate movements.

Financing

Overview of the Company's debt financing

As the end of Q2 2014 the Company's consolidated interest-bearing debt amounted to EUR 12,203,000 representing principal amount of EUR 11,600,000 and interest accrued to date of EUR 603,000. This is an assets finance facility taken by the Company in December 2007 with Alpha Bank Romania. The loan had an initial term of 3 years which was prolonged for another 2 years during Q4 2010. During Q4 2012, the Company achieved an approval from Alpha Bank for a further extension of the loan for a period of 3 years until 30 Nov 2015, with a possibility afterwards for an extra 2 years subject to certain conditions. The extension of the loan bears interest at a rate of EURIBOR+3%, payable bullet on maturity. The Company has the option of extending the loan for an additional two (2) years, in subsequent periods of one (1) year, if the interest is paid in advance for each year of extension. For further extension the applicable interest rate will be Fixed Base Rate (to be provided by the Bank at the moment, by reference to 1 year swap rate) + 3.0% per annum.

As part of the extension, the security was extended to include new real estate mortgage of EUR 6,000,000.

The table below shows the interest baring debt for RomReal Ltd as at end Q1 2014 and estimated at maturity:

EUR '000 End Q2
2014
30 Nov 2015
Principal (Alpha Bank loan) 11,600 11,600
Accrued Interest 603 1,160*
Total 12,203 12,760

*Estimated based on current Euribor levels

The estimate does not take into account any down payment from the Brasov asset sale.

Market Facts – ROMANIA

A surprise GDP slowdown in the second quarter of 2014 resulted in the year-on-year growth to contract to 1.2 percent from 3.9 percent compared to the first quarter.

As reported by the minister of Finance, exports in the first half amounted to EUR 25.5 billion, up 7.6 percent compared to the same period of last year. In addition, the industrial production grew by 9.1 percent in the same interval compared to the first half of 2013 and the retail turnover volume edged up 8.6 percent. The Romanian performance is linked to the euro area's recovery which according to Eurostat unexpectedly stalled in the second quarter.

In terms of budget deficit, Romania reached only 0.2% of GDP in the first five months. A main contributor was the drop in total budgetary expenditure by 2.3% year-on-year. Expenditure on EU funded projects and public investments are significantly below last year's level by 15% and 38% respectively.

In terms of key Government decisions, some measures are expected to be implemented in the second part of the year: the tax exemption on the reinvested profit became enforceable starting July 2014. Additionally, a decrease by 5% of the social contribution quota is planned.

The Government has announced the intention to adopt the euro as of 01 January 2019. The new target should be achievable provided inflation remains controlled and the government remains committed to low fiscal deficits and moderate levels of public debt.

Real Estate market facts

It became clearer in 2014 that an evident improvement in the fundaments of real estate market was recorded in 2013. The reticent attitude of the market players has been significantly diminished, as a result of more stable market indicators, improvement of the

local and regional economic environment, as well the positive evolution of the more mature European markets.

A sign of the improvement is higher real estate transaction activity. In the first half of 2014, transactions for EUR 402.4 million were signed which is an increase of 222% compared to 2013.

Residential market:

After years of low development activity and slow absorption rate of residential units, a positive change in trend was witnessed in 2013, in particular in Bucharest and other larger cities. During 2013 the number of newly completed residential units in the Bucharest-Ilfov Region increased by 16.5%, reaching 5,275 units. Although in the Bucharest-Ilfov Region (+16.5%) and West Region (+8%) the residential development activity increased, the number of newly completed residential units calculated at the national level decreased in 2013 for the fifth consecutive year.

However, during 2013 a number of 40,071 residential units have been completed in Romania which is - 6% compared to 2012. At the national level, the most significant decrease in the number of completed residential units was recorded in the North-West Region.

A key characteristic of these properties is that they were adjusted to demand expectations in terms of prices; therefore the asking prices would usually not exceed the maximum limit stipulated by "First time buyer" program. These fluctuate between EUR 600 and EUR 700 per usable sqm for apartments located at a remote distance from the public transportation routes and go as high as EUR 850 for more central locations. The better matching of the offer to the demand is confirmed by the increased weight of apartments completed after 2008 (34%) in the total number of properties financed by the "First Home" program.

On a national level, apartment prices have more or less stabilized. In Q2 2014, according to imobiliare.ro, apartment prices fell 2.3% compared to 2Q 2013, and in Constantia, the Company's largest market, apartment prices fell 0.7%. Since 2Q, prices have continued its flat development.

Land market:

The land market did not witness significant changes in the last couple of years. It was characterised by a limited number of transactions as a result of a low interest of developers to acquire new plots. Projects initiated in 2012-2013 were developed on plots acquired during the period before economic crisis.

Demand was focused on small size plots, benefitting of certain permitting, located within areas with good accessibility in the proximity of interest points. Demand was mostly focused on plots for office and residential developments, especially on those for small scale developments.

Operational Overview

Sales of Plots

In line with one of key focuses, the Management has actively taken steps towards identifying solutions to release some of the value locked in its Land Bank. A promising start in this direction was made in late 2013 and the Company is currently focusing resources on continuing the assets divestment process with a view to release larger amounts of cash currently locked into its land bank.

As previously announced, one of the actions taken by the Company to increase the saleability of its land plots was to consider division into smaller plots. Following the completion of such division, the Company already managed to sell 4 such smaller plots during Q2 2014 for a total consideration of EUR 160,000. In total 5 such smaller plots are now sold on Tatar Peninsula.

Additionally, the Company entered a pre-sale agreement for its land plot in Brasov. The Company sold the plot for EUR 1,050,000, and it has already received a down payment of EUR 157,000. The transaction is expected to close in 2Q 2015. The selling price is marginally above the carrying amount as determined based on the 2013 year-end independent valuation carried out by Knight Frank. As part of the agreement with Alpha Bank, the proceeds will be used to reduce the outstanding bank debt. Following the Brasov pre-sale agreement, all remaining plots are solely located in Bucharest and Constanta region.

Rental Income

The main income producing asset of the Company is the Balada market in Constanta. The asset has a total letting area of 1,250 sqm which is leased out to small retail businesses. Other income producing assets of the Company include the agricultural land in Constanta, which is currently rented out to farmers.

Organisation

RomReal Ltd operates in Romania through its fully owned subsidiary S.C. Westhouse Group SRL (WHG). WHG holds an office in Constanta, Romania, and a small team of five employees, head by RomReal CEO Kay Thorkildsen. The employees mainly deal with managing the assets, accounting compliance and reporting, and sales/ marketing.

The Property Portfolio

Total size of the Company's Property Portfolio ("Land Bank") totalled 1,255,700 sqm at the end of Q2 2014.

Plot name Location Size (m2)
1 Ovidiu Lakeside Constanta North/Ovidiu 61,029
2 Badulescu plot Constanta North/Ovidiu 50,000
3 Tatar Peninsula Constanta North/Ovidiu 4,630
4 Ovidiu Town Constanta North/Ovidiu 4,641
5 Ovidiu (Oasis) Constanta North/Ovidiu 25,127
6 Centrepoint Constanta North/Ovidiu 122,350
7 Gunaydin plot Constanta North/Ovidiu 15,000
8 Balada Market Central Constanta 7,188
9 Carrefour plot Constanta 15,000
10 Morii Lake Bucharest Sector 6 11,716
11 Hospital plot Bucharest Sector 5 13,263
12 Brasov plot Central Brasov 4,127
13 Un-zoned land Constanta 865,062
14 Mamaia North plot Navodari/Mamaia 56,167
Total 1,255,700

Shareholder Information

Please see below the list of the top 20 shareholders in RomReal.

Shareholder Holding Percentage
CREDIT SUISSE SECURI (EUROPE) PRIME BROKE 11,691,024 28.26
THORKILDSEN KAY TØNNES 5,415,756 13.09
GRØNSKAG KJETIL 3,850,307 9.31
SILJAN INDUSTRIER AS 2,162,598 5.23
SEB Private Bank S.A 1,323,373 3.20
SAGA EIENDOM AS 1,223,667 2.96
CO/JONAS BJERG NTS TRUSTEES LTD 1,058,306 2.56
SPAR KAPITAL INVESTO 940,236 2.27
Carnegie Investment CLIENT ACCOUNT 851,692 2.06
THORKILDSEN INVEST A 829,478 2.01
ORAKEL AS 700,000 1.69
HOEN ANDERS MYSSEN 689,557 1.67
CLEARSTREAM BANKING 653,181 1.58
PERSSON ARILD 588,000 1.42
ENERGI INVEST A/S 556,953 1.35
Skandinaviska Enskil A/C CLIENTS ACCOUNT 508,384 1.23
KBC SECURITIES NV A/C CLIENTS NON-TREA 477,676 1.15
DANSKE BANK A/S 3887 OPERATIONS SEC. 457,998 1.11
LUNDE DANIEL PETTER 324,100 0.78

(1) This is the Top 20 Shareholder list as per 27 August 2014.

(2) The total issued number of shares issued at end Q1 2014 was 41,367,783.

(3) Thorkildsen Invest AS is a company controlled by RomReal CEO Kay Thorkildsen . Altogether RomReal CEO Kay Thorkildsen owns 15.09% of the Company.

(4) RomReal Director Arne Reinemo controls directly or indirectly SILJAN INDUSTRIER AS.

(5) The above list is the 20 largest shareholders according to the VPS print out; please note that shareholders might use different accounts and account names, adding to their total holding.

Prospects

The objective of the Company for 2014-2015 is to maintain a reasonable financial position that will allow it to sustain its operations while awaiting a possible recovery in the real estate markets following the financial crisis.

The Company targets to create value for its investors by seeking to sell individual plots from its Land Bank at attractive prices. The Management is proactively seeking to procure buyers through its network of contacts in Romania and abroad, and by dealing with incoming requests from interested parties. In case a serious offer is received for a plot, the Management will arrange a transaction process which will include organising due diligence, developing the required legal documentation, and negotiating the final price and other terms of the deal.

In addition to aiming to sell plots, the Company is seeking to add incremental value to the individual plots during the period in which they are part of the Land Bank up until a potential sale is completed. The various forms of adding value include upgrading of planning permission as well as maintenance of plot surfaces, buildings, fencing and similar. Management will also attempt to create income from the plots in its Land Bank by renting out to third parties for commercial use, structured in a way so it does not prevent or interfere with an eventual sale of the plots.

INFORMATION ON FINANCIAL CONDITION AND OPERATING RESULTS

Accounting Principles

The financial statements for the Q2 2014 report have been prepared in accordance with IAS 34 – Interim Financial Reporting. The quarterly result has been prepared in accordance with the current IFRS standards and interpretations. The accounting policies applied in the preparation of the quarterly result are consistent with the principles applied in the financial statements for the year to 31 December 2013.

Comparative data for Q1 2014 and Q1 2013

The interpretations below refer to comparable financial information for Q2 2014 and Q2 2013. They are prepared for RomReal on a consolidated basis and use consistent accounting policies and treatments.

Operating Revenue

The operating revenue during Q2 2014 was EUR 185,000 compared to a total of EUR 106,000 in Q2 2013. The income relates to the rent received on some of the land bank assets awaiting development (EUR 60,000 in Q2 2014 and EUR 97,000 in Q2 2013) and the difference to the divestment of some small plots (see Sale of Plots above). The reduction in rent is related to the incentives granted to tenants with a view to timely meet due rental payments.

Operating Expenses

Total operating expenses amounted to EUR 233,000 in Q2 2014 compared to EUR 185,000 in Q2 2013. Out of these operating expenses, the payroll costs were EUR 50,000, down compared to the level registered in Q2 2013. Adjustment for inventories not considered, the total operating expenses of the Company in Q2 2014 were around 7% lower than the ones in the same quarter of 2013. Out of the total operating expenses, the main cost items relate to general and administration costs in connection with the running of the Group.

Other operating income/ (expense), net

The other operating income/(expense) is driven mainly by the change in the value of investment property as a result of the change in the foreign currency exchange rate before translating them into the functional currency of the Group. During Q2 2014, there were no changes to the EUR value of the investment property. The net of Other Operating Income/ (Expense) in Q2 2014 amounted to a net loss of EUR 661,000, compared to a net gain of EUR 739,000 in Q2 2013.

Profit/ (loss) from operations

During Q2 2014, RomReal generated an operating loss of EUR 709,000, compared to a gain of EUR 660,000 in Q2 2013.

Financial Income and expense

The interest expense includes the expense accrued for the period with the interest in respect of the Alpha Bank loan in amount of EUR 95,000. Foreign exchange result for Q2 2014 was a gain of EUR 843,000 compared to a net foreign exchange loss of EUR 583,000 in Q2 2013. During the quarter the year the RON appreciated by 2.1% against the EUR.

The main items that generate foreign exchange differences are the inter-Company loans and the loan taken from Alpha Bank in principal amount of EUR 11.6 million plus its accrued interest to date.

The Company's policy is to hedge these effects by retaining most of its cash in Euros and also by denominating all receivables in Euros. Although not reflected from an accounting perspective, practice in real estate is that transactions are denominated in EUR and payments made at the exchange rate ruling at the date of payment, hence reducing the risk of cash losses due to exchange rate movements.

Result before tax

The result before tax in Q2 2014 was a gain of EUR 38,000 compared to a gain before tax of EUR 6,000 in Q2 2013.

Cash and cash equivalents

The Company's cash and cash equivalents position at end of Q1 2014 was EUR 669,000 compared to EUR 827,000 as at end of Q1 2014.

Following the finalisation of the rights issue in 2013, the Company decided to place part of the collected proceeds into a financial asset. The Group invested in a bond issued by Svenska Handelsbanken. The bond is issued in perpetuity but the issuer has a call option for 16 December 2015. The bond was acquired at 102.43% of par and carries a coupon of 4.19%. The bond is expected to be called by its issuer at par and the expected yield to maturity amounts to 3.01%. At the end of Q2 2014, the principal amount placed in the bond and the accrued interest totalled EUR 744,000.

Taxation

The Company is required to calculate its current income tax at a flat rate of 16%. From 2013, the companies in the Group with turnover below a EUR 65,000 threshold are subject to a 3%

tax calculated on total revenue. This is the case for 7 of the Group companies while 3 of them are subject to 16% on taxable profits.

The Company accounts for deferred tax on all movements in the fair values of its investment properties at a flat rate of 16%. Any change in the deferred tax liability or change in the deferred tax asset is reflected as an element of income tax in the profit and loss statement. The Company recognises deferred tax asset for the amount of carried forward unused tax losses to the extent that it is probable that future taxable profits will be available against which the unused tax losses can be utilised.

CONSOLIDATED INCOME STATEMENT (UNAUDITED)

Figures in thousand EUR
Q2 2014 Q2 2013 YTD 2014 YTD 2013
Rent revenue 60 97 119 182
Revenue from sale of assets 125 9 127 9
Operating revenue 185 106 246 191
Payroll expenses (50) (65) (101) (131)
Depreciation and amortization (7) (4) (2) (5)
Management fees (16) (22) (32) (38)
Inventory (write off)/reversal (35) 28 (54) 19
General and administrative expenses (125) (122) (265) (278)
Operating expenses (233) (185) (454) (433)
-
Profit/ (loss) before other operating items (48) (79) (208) (242)
Other operating income/(expense), net (661) 739 (854) 640
Profit from operations (709) 660 (1,062) 398
Interest income 1 2 2 6
Interest costs (96) (73) (191) (167)
Foreign exchange, net 843 (583) 1,287 (407)
-
Result before tax 3
8
6 3
5
(170)
Tax expense 59 91 91 38
Result of the period 9
8
9
7
127 (132)

CONSOLIDATED BALANCE SHEET (UNAUDITED)

Figures in thousand EUR

ASSETS June 30, 2014 December 31,
2013
June 30, 2013
Non-current assets
Intangible fixed assets 0 0 1
Financial assets 744 733 0
Investment properties 29,006 29,304 30,953
Property, plant and equipment 53 23 23
Deferred tax asset 237 144 180
Total non current assets 30,041 30,204 31,157
Current assets
Inventories 2,563 2,544 2,814
Other short term receivables 281 123 185
Prepayments 43 7 3
Cash and cash equivalents 669 973 386
Total current assets 3,556 3,646 3,388
TOTAL ASSETS 33,597 33,850 34,545
EQUITY AND LIABILITIES June 30, 2014 December 31,
2013
June 30, 2013
Equity
Share capital 103 103 5
Contributed surplus 87,117 87,117 85,742
Other reserves 425 425 425
Retained earnings (66,414) (63,783) (63,781)
Result of current period 127 (2,630) (132)
FX reserve (159) 439 256
Total equity 21,199 21,671 22,498
Non current liabilities
Non current debt 12,203 12,011 11,819
Deferred income tax 75 81 150
Total non current liabilities 12,278 12,092 11,969
Current Liabilities
Other payables 116 86 72
Tax payable 3 1 5
Total current liabilities 120 8
7
7
7
TOTAL EQUITY AND LIABILITIES 33,597 33,850 34,545

STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

Figures in thousand EUR

June 30, 2013 December 31,
2013
Profit for the year 127 (2,613)
Other comprehensive income
Exchange differences on translation of foreign operations (597) 351
Other comprehensive income for the year, net of tax (597) 351
Total comprehensive income for the year, net of tax (471) (2,262)

CASH FLOW STATEMENT (UNAUDITED)

Figures in thousand EUR

June 30, 2013 December 31,
2013
Net cash flow from operating activities (304) (412)
Net cash flow used in investing activities - (731)
Net cash flows from financing activities - 1,414
Net cash change during period (304) 271
Cash at beginning of period 973 702
Cash and cash equivalents at end of the period 669 973

STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

Figures in thousand EUR

June 30, 2013 December 31,
2013
Equity at the beginning of the period 21,671 22,474
Result for the period 127 (2,630)
Equity increase (0) 1,376
Other changes (599) 451
Equity at the end of the period 21,199 21,671

CONTACT INFORMATION

RomReal Limited Postal address: Richmond House, 12 Par-la-Ville Road, 5th Floor, Hamilton HM08, Bermuda Telephone: Tel- +1-441-293-6268 Fax +1-441-296-3048 | www.romreal.com

Visiting address: Mamaia Avenue, Constanța, Romania Tel: +40-241-551488 Fax: +40-241-551322

IR Harris Palaondas +40 731123037 | [email protected]

For further information on RomReal, including presentation material relating to this interim report and financial information, please visit www.romreal.com.

DISCLAIMER

The information included in this Report contains certain forward-looking statements that address activities, events or developments that RomReal Limited ("the Company") expects, projects, believes or anticipates will or may occur in the future. These statements are based on various assumptions made by the Company, which are beyond its control and are subject to certain additional risks and uncertainties. The Company is subject to a large number of risk factors including but not limited to economic and market conditions in the geographic areas and markets in which RomReal is or will be operating, counterparty risk, interest rates, access to financing, fluctuations in currency exchange rates, and changes in governmental regulations. For a further description of other relevant risk factors we refer to RomReal's Annual Report for 2012. As a result of these and other risk factors, actual events and our actual results may differ materially from those indicated in or implied by such forward-looking statements. The reservation is also made that inaccuracies or mistakes may occur in the information given above about current status of the Company or its business. Any reliance on the information above is at the risk of the reader, and RomReal disclaims any and all liability in this respect.

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