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Azrieli Group LTD Report Q2/2012 Dated 30Th June 2012

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Azrieli Group LTD Report Q2/2012 Dated 30Th June 2012 Azrieli Group LTD Report Q2/2012 Dated 30th June 2012 Part A Board Report Part B Update of the Description of the Corporation's Business Part C Consolidated Financial Reports Dated June 30th 2012 Part D Effectiveness of the internal control over the financial reporting and disclosure PART A BOARD REPORT June 30, 2012 CONVENIENCE TRANSLATION FROM HEBREW Important Notice Set out below for your convenience is a convenience translation into English of the quarterly report for Q2/2012 and the financial statements annexed thereto (the “Report”) of Azrieli Group Limited. Please note that this document should not be regarded as a substitute for reading the original Hebrew version of the Report in full. This document is a convenience translation into English of the Hebrew language Report, and the financial statements annexed thereto, of Azrieli Group Limited (The “Company”) (the “Report”). The binding version of the Report for all purposes is the original Hebrew version filed by the Company with the Israel Securities Authority through the MAGNA website (www.magna.isa.gov.il). Nothing in this translation constitutes a representation of any kind in connection with the Report nor should it be regarded as a source of interpretation of the Report. In any event of contradiction or inconsistency between this translation and the Hebrew version of the Report, the Hebrew version shall prevail. This translation was not carried out by the Company, nor checked by it, and accordingly, the Company does not undertake that the translation fully, correctly or accurately reflects the Report and its contents. The full and legal version of the Report, in Hebrew, was released by the Company on August 23, 2012 and may be inspected on the MAGNA website. The translation of the financial statements annexed to the Report (the “Financial Statements”) was not carried out by Brightman, Almagor, Zohar and Co., Accountants (the “Company’s Auditors”), and was not checked by the Company’s Auditors, and accordingly, they do not undertake that the translation of the Financial Statements fully, correctly or accurately reflects their contents, and the Company’s Auditors’ report on the financial statements relates solely to the Hebrew language Financial Statements of the Company. The full and legal version of the Financial Statements was released by the Company as part of the Report on August 23, 2012 and may be viewed on the MAGNA website. A-1 Azrieli Group Ltd. Board of Directors’ Report on the State of the Company's Affairs for the six and three months ended June 30, 2012 The board of directors of Azrieli Group Ltd. hereby respectfully submits the Board of Directors’ Report for the six months and three months ended June 30, 2012 (the "Report Period", and the “Quarter”, respectively), pursuant to the Securities Regulations (Periodic and Immediate Reports), 5730-1970 (the “Regulations”). The review that shall be presented below is limited in its scope and refers to events and changes that occurred in the state of the Company's affairs during the Report Period, whose effect is material, and should be inspected together with the Description of the Corporation's Business chapter in the periodic report dated December 31, 2011, the financial statements and the Board of Directors’ Report on the State of the Company's Affairs for the year ended on the same date (the "Periodic Report for 2011") and the update to the Corporation's Business chapter and the financial statements for March 31, 2012. Azrieli Group Ltd. (the "Company"; the Company jointly with all of the corporations held thereby, directly and/or indirectly, will be referred to below as the "Group" or "Azrieli Group"), engages both itself and through companies held thereby mainly in the income-producing property in Israel segment, while most of the Group's business operation is in the retail centers and malls in Israel segment and in the office and other space for lease in Israel segment. In addition, the Company has income-producing property overseas, and mainly office space for lease in the USA. Also, the Company engages, through its holding in Granite Hacarmel Investments Ltd. ("Granite") in another operating segment, which includes the energy, paint, water and environmental quality segments. The Company also holds minor holdings in financial corporations. Azrieli Group's business has developed, inter alia, on the basis of the extensive knowledge and experience that it has accumulated for many years in the income- producing property industry in Israel, while using the experience and expertise of the controlling shareholder, Mr. David Azrieli, who founded and established the Company from the beginning of its activity. The Company's management acknowledges the importance of transparency to the investors, the shareholders, the bond holders and analysts and sees all of these as its partners. Therefore, the Company had decided to adopt a policy according to which in the Company's Board of Directors' Report disclosure shall be made regarding a summary of extended standalone financial statements – i.e. – a summary of the Company's statements presented according to the IFRS A-2 standards, except for the Company's investment in Granite which is presented on the basis of the book value instead of the consolidation of its statements with the Company's statements (the other investments are presented with no change from the statement presented according to the IFRS standards). The Company's management believes that this Report adds a lot of information which helps in understanding the large contribution of the real estate activity to the total profit of the Company, while neutralizing material sections of the consolidated financial statements, deriving from the consolidation of Granite, such as clients, inventory, sales and more. The expanded standalone statement is attached hereto as Annex E. This annex is not audited or reviewed by the Company’s auditors. The Company included, in the emphases below, the main provisions hereof. With respect to forward-looking information, including in connection with the progress of the projects under construction, see Sections 1.1.3 and 1.12 below. A-3 Main emphases for the Quarter and for the Report Period ended on June 30, 2012 Profit in the Report Period The profit, net of special effects in the Report Period, rose by approx. 22%, compared with the profit in the same period last year. For further details see Section 1.10 of the Report. The reported net profit in the Report Period is approx. NIS 397 million, compared with net profit of approx. NIS 569 million in the same period last year. Approx. 13% additional NOI approx. NIS 537 million in the Report growth in the NOI in the Period, compared with the sum of approx. NIS Report Period and in the 474 million in the same period last year. Approx. Quarter NIS 269 million in the Quarter, compared with approx. NIS 239 million in the same period last year. Approx. 3% growth in the In the Report Period, the same property NOI in the same property NOI, in the retail centers and malls and in Israel segment retail centers and malls in amounted to approx. NIS 329 million, compared Israel segment with approx. NIS 318 million in the same period last year. Approx. 5% growth in the In the Report Period, the same property NOI in same property NOI in the the office and other space for lease in Israel office and other space for segment amounted to approx. NIS 138 million, lease in Israel segment compared with approx. NIS 132 million in the same period last year. Approx. 20% growth in the In the Report Period, the same property NOI in the same property NOI in the Income-Producing Property in the USA income-producing property segment amounted to approx. NIS 12 million, in the USA segment compared with approx. NIS 10 million in the same period last year. (Average) occupancy rate The occupancy rate in the income-producing remained very high property in Israel owned by the Group as of June 30, 2012 is close to 100%. Approx. 15% growth in the The FFO in the Quarter amounted to approx. NIS FFO attributed to the 180 million, compared with approx. NIS 157 income-producing property million in the same period last year. For details segment see Section 1.1.7. A-4 Approx. 11.6% FFO yield Relative to the Company’s value on TASE in attributed to the income- proximity to this Report Release Date (August 16, producing property 2012). For the calculation see Section 1.1.7. segment Approx. 7.7% weighted cap In the financial statements as of June 30, 2012. rate deriving from the For the calculation see Section 1.1.6. income-producing property Decline in the value of the In the Report Period, a decline was recorded in the holdings in Bank Leumi value of the holdings which reduced approx. NIS shares 86 million after tax from the comprehensive income. Acquisition of office In January 2012 the Company expanded the buildings in Houston, income-producing property in the USA segment Texas, USA and acquired 100% of the rights in an office building in Texas of a total area of approx. 32 thousand sqm. For details see Section 1.1.1. Continued business • The Group invested, in the Report Period, approx. initiation and development NIS 560 million in the acquisition of new properties and in the development of existing properties. The data appearing in the Board of Director’s Report are based on the consolidated financial statements as of June 30, 2012. The financial data and the business results of the Company are affected by financial data and business results of the companies held thereby.
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