TR STOR REIC Company Presentation June 2020
1 Contents
Company Overview 04
Portfolio Overview 16
Financial Results 21
Corporate Governance 26
Appendix 31
2 Section A Company Overview
3 Company Overview At a Glance
Business Overview #63 €271mn Properties Trastor REIC is the first real estate investment company to be established in Investment Value (1) Greece under law 2778/99 and it is listed on the Athens Stock Exchange
The Company invests in high quality and high yielding assets with creditworthy tenants and through active asset management delivers attractive returns to its €14.8mn 5.5% shareholders Annualized Rental Annualized (2) (2) Experienced and qualified management team with deep understanding of the Income GRY local market, proven sourcing, execution, and value creation track record
The Company maintains high corporate governance standards: international BoD, clear risk, internal audit and compliance frameworks, effective control 84% 5.6 years functions, strong oversight from the BOD and its Committees OCC by area WALT
Shareholders Strategy Trastor REIC is seeking to capitalize on the unique 3.1% investment opportunities in the Greek real estate market created by the macro-economic environment, liquidity constraints, and the ensuing WRED LLC deleveraging of the Greek banking sector 44.8% 52.1% Piraeus Bank Free Float Trastor aims to deliver superior shareholder returns and become the leading REIC in Greece
4 (1) Based on FV as of 30.06.2020 (2) June rent per lease multiplied by 12; assuming 84% occupancy Company Overview Key Milestones
H1 2020 2019 Trastor completed a Rights Trastor completed a Rights Issue raising €37.2mn Issue in August raising €22.8mn Enhanced its portfolio with 5 new acquisitions Enhanced its portfolio with 13 new acquisitions and the acquisition of 4 companies 2015 (owners of 4 assets) PB’s shareholding increases to 2016 91.67% through a debt to Värde Partners equity swap and following a acquired a 33.8% of 2018 mandatory public offer (Sept the Company from PB Trastor enhanced its 2015). The Bank assumed the portfolio with 13 new managementof the company acquisitions 2008 - 2014 Pasal Development, a Greek Real Estate firm, assumes 2017 the management of Trastor Trastor completed a Rights Issue raising €20.2mn and Värde Partners’ stake increased to 56.0%. Värde 1999-2008 assumed control Founded by Piraeus Bank (“PB”) under the name “Piraeus REIC” and in 2003 was granted a license to operate as a REIC by Hellenic Capital Market Commission. In 2005 became the first REIC to be listed on Athens Stock Exchange.
5 Company Overview Investment Values
Since 2017 the Company has completed 41 acquisition transactions and sold 2 assets
As of 30.06.2020 the Company owns 63 assets providing a total Portfolio FV of €271mn Trastor’s new management positioned the Company for sustainable growth 271.0
71.3 200.7
84.8 85.5
(€’mn) 113.3 79.5 33.7 34.3 34.4 60.1 Investment Values Investment 19.9 21.5 23.1 22.7
60.1 59.6 58.0 58.6 57.2
(1) (1) (1) (1) (2) 2016 2017 2018 2019 2020 24 properties 32 properties 43 properties 58 properties 63 properties
Legacy Assets 2017 2018 2019 2020
6 (1) Valuation by the independent statutory valuer as of 31 December of each year (2) Valuation as of 30.06.2020 Company Overview Strategic Pillars
Investment Focus S o u r c e s
▪ Acquire core and value-added ▪ Leveraging the team’s local assets at attractive valuations knowledge ▪ Collaborating with credible and ▪ Utilizing relationships to We create investment reputable tenants to support originate deals opportunities by applying their current business and ▪ Auctions and foreclosures expansion plans our local knowledge and ▪ Consensual surrenders and ▪ Repositioning of real estate debt-for-asset swaps in tapping into our extensive assets to optimize value collaboration with creditor banking and business ▪ Driving operational and scale banks partner relationships to efficiencies to increase cash flow ▪ Cooperation with NPL service originate deals ▪ Building a balanced and platforms diversified portfolio
Asset Classes O u r P e o p l e Trastor’s Executive team consists ▪ Prime Location of Class A and of professionals with investment, B+ Offices asset management, banking, and private equity backgrounds and ▪ High Street Retail exceeds 100 years of professional ▪ Mixed Use experience with long-term ▪ Logistics experience in the Greek real estate market
7 Company Overview Acquisitions (2017 - Η1 2020)
Number of Asset Acquisitions Money Deployed (1) (€mn)
17 13 €190.5 mn Total Investments (2017- H1 2020) 8 75.0 66.5 5 30.1 18.9
2017 2018 2019 H1 2020 2017 2018 2019 H1 2020
GAV Evolution Acquisitions by Asset Type
(€mn) 2%
7%
18%
271.0 200.7 73% 113.3 79.5
2017 2018 2019 H1 2020 Office Retail Mixed Use Logistics Parking
8 (1) Net Acquisition Cost Company Overview Portfolio Overview
Geographical Breakdown
# 63 €271mn 2 3 (1) 15% Properties Investment Value 24.5%
8% 14 By GAV by revenue #63 €271mn €14.8mn 6.1% €14.8mn €18mn 6.9% Rental Income with Rental Income with 61.8% 38 (2) 2% 84% OCC (2) 100% OCC 5.2% 68.9% 6
1.6% years 5.6 years 2.9 Athens Athens CBD Rest of Greece Thessaloniki Crete WALT WALT to break clause Asset Type Breakdown
16% 17.7% 1.5% 1.7% 1.2% 2.2% 1.9% 1.2% 1.7% Vacancy rate Financial Vacancy 2.3% 1 rate (2) 3 2 10.9% 3 13.9% 5.5% GRY 6.6% GRY 21 Rental Income Rental Income By GAV by revenue 10 with 84% OCC with 100% OCC #63 19.1% €271mn €14.8mn 59.6% 63.8% 19.1% NOI 5% 8 179k sqm Rental Income GLA with 84% OCC 15
Office Retail Mixed Use Gas Station Bank Branch Logistics Parking Land Plots 9 (1) Based on fair values as of 30.06.2020 (2) Annualized rent calculated as monthly rent per lease agreement multiplied by 12 and assuming 84% occupancy Company Overview Key Portfolio Metrics - by revenue Bank Offices Retail Branches % % % 21.3 59.6% 19.1 2.2 Piraeus Bank 28.4% Inditex 20.9% GAV 56mn GAV 172.9mn AVAX SA 22.8% Ermenegildo Zegna 8.7% Annualized Income 3.2mn Annualized Income 8.8mn Bristol Myers Squibb 4.7% Kalogirou 6.6% OCC 98% OCC 78.8% Cosmote 4.2% Imanoglou 6.2% P&G 4.1% Yamamay 6% GLA 26k (14.5%) GLA 100.4k (56.1%)
Katouni, Thessaloniki 18% Logistics 36.3% Mesogeion 515, Ag. Paraskevi 17.9% Gas Stations 44.1% GAV 12.6mn Ag. Konstantinou 47, Maroussi 13.3% Parking 19.6% GAV 29.5mn Kifisias 278, Chalandri 10.7% Land Plots 0% Annualized Income 778.9k Annualized Income 2.1mn Iasonos & Kartali Volos 8.8% OCC 84.3% OCC 100% GLA 31.4k (17.6%) GLA 21.1k (11.8%) Other Mixed Use % 13.9% 5.3 10 Company Overview Office Overview
Key Metrics Geographical Breakdown
#21 €172.9mn Properties Investment Value (1) by GAV by revenue # offices
€8.8mn €11.7mn 1.5% 1 Rental Income with Rental Income with 17.4% 3 (2) (2) 78.8% OCC 100% OCC 31.1% #21 €172.9mn €8.8mn 21.2% 25% Financial Vacancy Vacancy ) rate (2 67.4% 17 82.6% 5.1% GRY 6.8% GRY Rental Income with Rental Income with 78.8% OCC 100% OCC Athens Athens Athens Athens CBD Athens CBD Athens CBD 100.4k Rest of Greece Rest of Greece sqm GLA
TOP 5 tenants
11 (1) Based on fair values as of 30.06.2020 (2) Annualized rent calculated as monthly rent per lease agreement multiplied by 12 Company Overview Retail Overview
Key Metrics Geographical Breakdown
#18 €56mn Properties Investment Value (1) by GAV by revenue # retails (+Bank branches)
mn €3.3mn 1 €3.2 17.4% 16.7% 1 Rental Income Rental Income with 94.8% OCC (2) with 100% OCC (2) 2 36.4% 36.6% €56mn €3.2mn #18 5.2% 2% 17.1% 16.7% Vacancy Financial Vacancy 3 11 rate (2) 6.8% 8.3% 5.6% GRY 5.8% GRY 22.4% 21.8% Rental Income Rental Income with 94.8% OCC with 100% OCC Athens Athens Athens Athens CBD Athens CBD Athens CBD Crete Crete Crete 26k sqm Rest of Greece Rest of Greece Rest of Greece GLA Thessaloniki Thessaloniki Thessaloniki
TOP 5 tenants
12 (1) Based on fair values as of 30.06.2020 (2) Annualized rent calculated as monthly rent per lease agreement multiplied by 12 Company Overview Mixed Use Overview
Key Metrics Geographical Breakdown
#8 € mn 29.5 by GAV by revenue # assets Properties Investment Value (1)
14.6% 1 €2.1mn 0% 18.4% Rental Income Vacancy 1 with 100% OCC (2) 9.3% €29.5mn €2.1mn #8 18.7% 0% 7% GRY 63.0% Financial Vacancy Rental Income 76.1% 6 rate (2) with 100% OCC
Athens 21.1k Athens Athens Rest of Greece sqm Rest of Greece Rest of Greece GLA Thessaloniki Thessaloniki Thessaloniki
13 (1) Based on fair values as of 30.06.2020 (2) Annualized rent calculated as monthly rent per lease agreement multiplied by 12 Company Overview
Tenant Overview
st 1 23.1%
2nd 15% rd 3 4.6% th 4 4.3% th 5 3.2% th 6 2.8%
Diversified portfolio driven by a strong tenant base
14 www.youtube.com/powerupwithpowerpoint Section B Portfolio Overview
15 Portfolio Overview Landmark Properties Gravias & Granikou, 16, Amarousiou Halandriou, Maroussi Maroussi GAV: 12,768,000 GAV: 28,162,000 Anchor tenant: ENEL GREEN Anchor tenant: AVAX S.A. POWER Grade A office building complex Grade A office building complex located in one of the most located in one of the most established office markets established office markets
80, Michalakopoulou, 47, Agiou Konstantinou, Athens Maroussi
GAV: 27,861,000 GAV: 6,377,000 Prime location close to the city’s CBD, where business activities is Anchor tenant: COSMOTE S.A. concentrated Prime located building in one of the most established office markets
94, Vassilisis Sofias Av., Fillelinon & Othonos, Athens Athens
GAV: 20,467,000 GAV: 5,442,000 Anchor tenant: Piraeus Bank Anchor tenant: SFS
Prime location close to the city’s Listed building located at the CBD, where business activities is most prime and sought corner concentrated of Athens CBD
16 Portfolio Overview High Quality CRE Assets - Offices
Prime office portfolio
Michalakopoulou, Athens Paradisos Amarousiou, Maroussi NRG Head Offices, Marousi Mesogeion Ave. Office Building Vrilissia, Athens
Paradisos Amarousiou, Maroussi Marousi Office Building Marousi Office Building Marousi Office Building Piraeus Bank HQs, Athens
Presence of HQ quality single tenant buildings
17 Portfolio Overview High Quality CRE Assets - Retail
Urban retail stores at the best commercial locations with established, affluent catchment areas
Ermou, Athens Kosmopolis Centre, Komotini Alimou Retail, Alimos Voukourestiou, Athens Jewelry store, CBD
Grigoriou Labraki Street, Glyfada Panagitsas, Kifisia Kifisias Avenue Chalandri Kifissias Avenue Chalandri Tsimiski, Thessaloniki
Presence of HQ quality single tenant buildings
18 Portfolio Overview High Quality CRE Assets - Logistics
Prime Logistics portfolio
Melissia, Aspropyrgos, Αttica Magoula, Aspropyrgos, Αttica
19 Section C Financial Results
20 Financial Results Profit & Loss (2015 – LTM 2020)
Profit/Loss
13,768 13,947 Trastor under new Management returns to profitability
2,738
in in thousands)
€ ( 3
(3,620)
(9,380)
2015 2016 2017 2018 2019 LTM 2020*
21 *Η2 2019 plus H1, 2020 as published Financial Results Income Statement (2016 - 2019)
LTM (€’000) 2016 2017 2018 2019 H1, 2020 * Rental Income 3,944 4,169 5,578 9,620 11,366 Invoiced Maintenance & Common Charges 145 257 231 699 780 Property Expenses (1,226) (1,337) (1,899) (2,902) (3,734) Personnel expenses (154) (974) (1,434) (1,649) (1,831) Other Expenses (445) (1,255) (1,205) (2,131) (2,050) 0 45 6 64 349 783 Total expenses (1,780) (3,560) (4,474) (6,332) (6,832)
Adj. EBITDA 2,310 866 1,335 4,175 5,060 % Adj. EBITDA margin 58.6% 20.8% 23.9% 43.4% 44.5% Discounting of Receivables Fair Value Adjustments (2,469) 269 3,255 13,840 13,494
EBITDA (3,058) 855 4,477 17,752 18,722 % EBITDA margin -77.5% 20.5% 80.3% 184.5% 164.7%
Finance Expenses (220) (212) (959) (3,198) (4,361)
Other Items (28) (39) (27) (173) (186) PBT (3,306) 604 3,490 14,381 14,176
Tax (316) (602) (753) (613) (229) Profit/Loss (3,622) 3 2,738 13,768 13,947
NOI 2,863 3,192 4,235 7,534 8,561 % NOI margin 72.6% 76.6% 75.9% 78.3% 75.3%
Adj. Profit / (Loss) After Tax 1,773 52 (377) 177 724
22 *Η2 2019 plus H1, 2020 as published Financial Results Revenue, NOI, EBITDA & Net Profit (H1, 2016 – H1, 2020)
Rental Revenue NOI
(€mn) 4.00 3.50 3.00 2.50 5.68 2.00 3.51 3.94 1.50 2.48 2.57 1.00 1.94 1.93 1.54 0.50 1.21 1.19 - Actual Actual Actual Actual Actual Actual Actual Actual Actual Actual H1, 2016 H1, 2017 H1, 2018 H1, 2019 H1, 2020 H1, 2016 H1, 2017 H1, 2018 H1, 2019 H1, 2020 EBITDA Net Profit
(€mn) Net Profit Margin 4.00 100.0% 3.00 65.2% 48.3% 50.0% 2.00 5.34 4.37 -0.1% 2.57 2.75 0.0% 1.00 -11.9%
0.39 0.42 - -50.0% (0.00) (0.31) (1.00) Actual Actual Actual Actual Actual (2.50) (1.00) -100.0% H1,(2.30) 2016 H1, 2017 H1, 2018 H1, 2019 H1, 2020 (2.00) (2.00) -128.8% (3.00) -150.0% (3.00) Actual Actual Actual Actual Actual H1, 2016 H1, 2017 H1, 2018 H1, 2019 H1, 2020
23 Financial Results Revenue, NOI, EBITDA & Net Profit (2016 – LTM H1, 2020)
Rental Revenue NOI
(€mn) (€mn) 12.00 10.00
10.00 8.00
8.00 6.00 8.56 4.00 7.53 6.00 11.37 9.62 2.00 4.24 4.00 2.86 3.19 5.58 - 2.00 3.94 4.17 2016 2017 2018 2019 LTM H1, 2020 * 2016 2017 2018 2019 LTM H1, 2020 *
EBITDA Net Profit
(€mn) 20.00 Net Profit Margin 16.00 143.1% 122.7% 200.0% 14.00 15.00 150.0% 12.00 10.00 100.0% 49.1% 10.00 8.00 18.72 13.77 13.95 50.0% 17.75 6.00 0.1% 4.00 0.0% 5.00 2.00 0.00 2.74 - -50.0% 4.48 (2.00) (3.62) 0.86 -100.0% - (4.00) -91.8% (3.06)2016 2017 2018 2019 LTM (6.00) -150.0% H1, 2020 * 2016 2017 2018 2019 LTM (5.00) H1, 2020 *
24 Financial Results Balance Sheet, Cash Flow & Investment Properties (2016 – H1, 2020)
Balance Sheet Investment Properties
Balance Sheet 2016 2017 2018 2019 H1,2020 (€mn)
Investment Properties 60,054 79,497 113,251 200,706 271,008 54.8% 320 47.3% Other non current assets 280 169 200 221 247 50% 271.0 IFRS 16 Buildings & Cars 0 0 0 415 345 29.3% 270 13.5 ST Receivables 396 551 434 4,967 1,738 30% Restricted Cash (DSRA & 220 8.8% 6.4% 200.7 Tenants Sec. Deposits) 0 0 0 4,188 8,620 95.6 10% 13.8 Available Cash 4,889 5,762 3,587 9,253 31,791 170 -10% Total Assets 65,619 85,978 117,471 219,750 313,750 75.1 113.3 120 Equity 59,504 79,607 82,645 119,055 158,778 3.3 -30% 79.5 30.1 Equity (Convertible) 0 0 0 3,000 0 60.1 163.6 70 18.9 -50% Loans 5,282 5,061 33,216 94,912 148,646 113.3 79.5 63.1 60.1 Loan Issue Cost 0 0 -500 -735 -927 20 -70% IFRS 16 Liabilities 0 0 0 425 358 -2.5 Other LT Liabilities 227 395 814 1,305 3,360 -30 2016 2017 2018 2019 H1,2020 -90% Cash FlowST Payables 607 915 1,296 1,787 3,535 Total Equity and Liabilities 65,619 85,978 117,471 219,750 313,750 Existing Assets New Investments Fair value adj Capex & Transaction Cost Cash Flow 2016 2017 2018 2019 LTM LTV H1, 2020 * Operating Activities 1,734 193 614 286 2,284 Investment Activities 571 -19,195 -30,560 -64,236 -70,424 Financing Activities -280 19,875 27,771 73,806 102,993
25 Section D Corporate Governance
26 Corporate Governance Corporate Governance Standards
Strong Corporate Governance Committees
▪ Experienced Board of Directors with proven real estate, finance, and Audit Committee banking experience ▪ Monitors and evaluates the Company’s internal control and risk ▪ Majority of non-executive directors, two of which are independent management systems
▪ Audit Committee, Investment Committee, and Remuneration & ▪ Supervises the Internal Auditor, the Risk Officer, and the Compliance Nomination Committee support the BoD Officer ▪ ▪ Corporate Governance Code, Internal Regulation Code, Internal Processes Examines the interim and annual financial results of the Company and the work of the Company’s auditor
Investment Committee
▪ Reviews, analyzes, and approves new investment recommendations BoD Responsibilities (and divestments) made by management ▪ Trastor’s Board of Directors and management put emphasis on strong ▪ Recommends new investments to the Board of Directors corporate governance and internal procedures ▪ Approves commercial terms for new leases and major changes to ▪ Board of Directors currently, elected by the General Assembly comprising existing ones eight members ▪ Monitors the Company's business plan implementation ▪ BoD’s role is to ensure the Company adheres to high corporate governance Remuneration & Nominations Committee standards, it set and monitors corporate strategy, and provides entrepreneurial leadership and support to management ▪ Designs, monitors, and reviews the Company’s remuneration policy
▪ The BoD ensures fair and equitable treatment of all shareholders ▪ Assesses BoD members and recommends new candidates to the AGM of shareholders
▪ Appraises key management and recommends new appointments
27 Corporate Governance Organizational Chart
Board of Directors
Investment Committee
Remuneration & Nomination Corporate Secretary Committee
Audit Committee Chief Executive Officer Internal Audit Services
Risk Management Legal Compliance
Finance Investment Management Asset & Portfolio Management
Accounting Portfolio Management
Investor Relations Technical Management
28 Corporate Governance Board of Directors
Lambros Papadopoulos Tassos Kazinos Anthony Iannazzo George Kormas Chairman, Non-Executive Member Vice Chairman, CEO, Executive Member Non-Executive Member Non-Executive Member
▪ 25 years of experience - Joined Trastor in ▪ 23 years professional experience in the ▪ Managing Director of Värde - Joined ▪ General Manager and an Executive 2017 UK, USA, India and Greece - Joined Trastor in 2016 Committee member of Piraeus Bank. CEO ▪ Worked for Ernst & Young and Citigroup Trastor in 2015 ▪ Qualifications: B.A. in Political Science, St. of Piraeus Real Estate S.A. as well as of (London) ▪ Qualifications: MBA, Harvard Business John’s University (Minnesota) J.D. from PICAR S.A. both real estate subsidiaries of ▪ Qualifications: B.A.(Hons). Accounting School, BSc (Economics), London School Harvard Law School Piraeus Bank. - Joined Trastor in with Computing, University of Kent of Economics ▪ Prior to joining Värde, Tony was an December 2018 ▪ Member of the Institute of Chartered ▪ Worked for Argo Capital Management, associate at Lazard ▪ Qualifications: Bc in Economics and MSc Accountants in England and Wales since for Albert Abela Corporation, for Arts ▪ Prior to Lazard, he practiced securities in Business Administration, Banking and 1996. Chairman of Cyprus Asset Alliance and for Bain & Company and M&A law at Skadden, Arps, Slate, Finance, from the Justus-Liebig- Management Company. Meagher & Flom LLP Universitat Gieben (JLU) in Germany
Hugo Moreira George Tingis Jeremy Greenhalgh Howard Prince-Wright Non-Executive Member Non-Executive Member Independent Non-Executive Member Independent Non-Executive Member
▪ Managing Director at Värde, responsible ▪ Board member, Audit, Investment & ▪ 35 years of experience - Joined Trastor in ▪ Advisor to Aberdeen Standard for real estate investments in Portugal. RemCo Committee member- Joined 2017 Investments and Non-Executive director - Joined Trastor in December 2018 Trastor in 2017 ▪ Qualifications: MBA, Harvard Business of Hellenic Petroleum Finance PLC ▪ Qualifications: B.S. in Business ▪ Qualifications: BSc Land Management, School, MA Natural Sciences, Cambridge ▪ Was Group Audit Director for Pepsi Int. Administration from Portuguese Catholic Reading University, MSc Economics & ▪ 24 years in corporate finance in London and Diageo, CFO for Saxo and Antenna University and MSc in Financial Finance, University of York, MBA, London and New York for UBS, Goldman Sachs Group, Non-Executive director of Derivatives from London Guildhall Business School and Hambros Bank and 20 years as an Eurobank University ▪ MRICS, Royal Institution of Chartered Independent consultant ▪ Member of the Institute of Chartered ▪ CFA Surveyors Accountants in England and Wales
29 Corporate Governance Management Team
➢ Trastor’s management team consists of professionals with investment, asset management, banking, and Tassos Kazinos Pandelis Dimopoulos private equity backgrounds and long-term Chief Executive Officer Chief Financial Officer experience in the Greek real estate market: ▪ 24 years professional experience in the ▪ 25 years professional experience in UK, USA, India and Greece - Joined the Greece, UK, Egypt and Middle - Deep understanding of local market Trastor in 2015 East - Joined Trastor in 2020 ▪ Worked for Argo Capital Management, ▪ Worked for Marfin Group, served as - Active hands-on management served as an Executive Board Member Head of Investment Banking and - Partner network of the Albert Abela Corporation, a CFO of HYgeia Group, worked for - Strong track record private foodservice management Arthur Andersen in Audit & Business company and hotel group with $ 1.4 Advisory and for Archirodon Group - International academic and professional billion in sales and worked for Arts as Regional Financial Manager background Alliance and for Bain ▪ Qualifications: MBA, Stirling ▪ Qualifications: MBA, Harvard Business University of United Kingdom, BSc School, BSc (Economics), London (Economics), Athens University ➢ Trastor’s team consist of 19 full time employees School of Economics
George Filopoulos George Theodoropoulos Dimitris Polychronopoulos Investment Manager Asset & Portfolio Manager Head of Legal ▪ 17 years experience - ▪ 15 years of experience ▪ 18 years’ experience - Joined Trastor in 2015 ▪ Joined Trastor in 2015 Joined Trastor in 2017 ▪ Worked for Piraeus Bank, ▪ Worked for Piraeus Bank, ▪ Worked as head of Legal in and Cushman Wakefield Marfin Group and Virgin companies in the telecoms, ▪ Qualifications: Group (UK) travel & tourism and real ▪ Executive Certificates, ▪ Diploma in Property estate sector Harvard GSD, Valuation, ▪ LLM (University of ▪ MSc Real Estate Economics ▪ BSc (Hons) Management & Warwick), & Finance, London School Systems, Cass Business ▪ Law (Dimokrition of Economics, School University), ▪ BSc Economics, Panteion ▪ Taxation Diploma (AUEB) University
30 Section E Appendix
31 Appendix Regulatory Framework
TRASTOR, as all REICs in Greece, is governed by the provisions of articles 21-31 of Law 2778/1999 “Real Estate Mutual Funds - Real Estate Investment Companies and other provisions”, as amended, as well as the provisions of Company Law 4548/2018, as amended and in force, and also by the provisions of Law 4209/2019, as amended and in force. The objective of the Company is the conduct of investments and more specifically the acquisition and management of real estate, pursuant to article 22 of Law 2778/1999, as in force each time. The Company is supervised by the Hellenic Capital Market Commission which granted it operating license No. 5/266/14.03.2003. The institutional framework is supplemented by the stock market legislation, which applies to all listed companies - as all REICs must be listed within a certain time period - and by provisions of the Capital Markets Commission.
As per Greek Law, a REIC can invest, exclusively, in the following:
▪ At least 80% of its total assets in real estate and in rights, shares or units in commercial or industrial property, or in residential property up to 25% of its total investments, or in plots where commercial/industrial/or residential buildings will be constructed 1
▪ Ownership of at lease 80% of the shares of subsidiaries
▪ The total investment value of real estate assets that the REIC does not hold the 100% of the ownership cannot exceed the 20% of the total FMV of its investment properties
▪ The value of each asset cannot exceed the 25% of the total FMV of its investment properties at the time of acquisition
▪ The total investment value of residential real estate cannot exceed the 25% of the FMV of the investment properties
▪ Own used asset cannot exceed the 10% of the assets
▪ Investments in countries beyond Greece or EE, are permitted but cannot exceed the 20% of the total assets
▪ Minimum holding period of each investment is 1 year otherwise penalties may arise. It is noted that residential properties and land is excluded from this restriction
▪ Transaction involving shareholders with over 5% of REIC shares are limited to 10% of the value of the investment portfolio in each financial year
32 1 where the request for construction permit/license has to be submitted within five years from acquisition). Real estate, as well as rights or shares in real estate, at least 80% of their assets Appendix Regulatory Framework
License from Hellenic Capital Market Compulsory listing on ASE (plus Minimum Share Capital: Commission (HCMC) & compliance parallel listing elsewhere if desired) with corporate governance € 25 mn. (funds or contribution within 2 years from REIC status provisions (as applicable to listed of RE assets) licensing + 2-year extension possible companies)
Should invest only in qualifying RE Main Compulsory profit distribution: >/= Leverage:
Transfer of properties (or shares of RE-owning companies) Obligation for valuation of Total RE properties compulsory to be allowed following 12 months Investments every 6 months by an insured at least under the minimum from acquisition (not applying independent appraiser & audit by provision insurance terms to residential & projects under certified accountants development)
Corporate Income Tax: Investments and liquid assets taxed at 0.10% * (ECB rate + 1%). Real Estate Transfer Tax: Exempt Tax Regime Land Registry Duties: Reduced Capital Gains Tax: Exempt
33 Disclaimer
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TRASTOR has based its estimates on future projections, management targets, estimates, at relevant persons and must not be acted on or proceedings. analysis which it has worked out with due care and prospects or returns, if any. Furthermore, TRASTOR relied on by persons who are not relevant persons. accuracy. TRASTOR is not responsible for any will not accept any liability, responsibility or Any investment or investment activity to which this The material contained herein (including the monetary loss afflicted by any person or entity who obligation (whether direct or indirect, in contract, presentation relates is available only to relevant supplementary oral information and explanations), acts or refrains from acting as a result of material tort or otherwise) in relation to these matters .The persons and will be engaged in only with relevant is not intended to provide the sole basis for in this presentation. provision of this presentation: (i) does not place persons. Any person considering any action: (i) may evaluations, should not be viewed as or considered TRASTOR under any obligation to provide any not rely on this presentation in determining any as a recommendation with respect to, any Some of the statements included in this further information or to update this presentation course of action in relation to the companies or transaction or any other matter and does not presentation (inclusive of oral remarks and or any additional information or to correct any otherwise; and (ii) must seek its own independent constitute an offer to sell or a solicitation of an explanations) may constitute forward-looking inaccuracies in any such information which may financial, legal tax and accounting advice. TRASTOR offer to buy any security, commodity or instrument statements. These forward-looking statements are become apparent; and (ii) does not place TRASTOR disclaims any liability which may be based on this or related derivative, nor does it constitute an offer not a guarantee of future performance and involve under any obligation to review the financial presentation or any other written or oral or commitment to lend, syndicate or arrange a risks and uncertainties, and there are certain condition or affairs of the relevant companies or information provided in connection therewith and financing, underwrite or purchase or act as an important factors that could cause actual results to advise the recipient in respect of any information any errors therein and/or omissions therefrom. agent or advisor or in any other capacity with differ, possibly materially, from expectations or about the companies. Past performance does not respect to any transaction, or to commit capital, or estimates reflected in such forward-looking guarantee or predict future performance. In to participate in any trading strategies, and does statements, including without limitation: general providing services TRASTOR and other companies of not constitute legal, regulatory , accounting or tax economic, market and political conditions, including the group, may confront cases of conflict of interest advice. Expressions of opinion are those of the performance of financial markets, interest rate in relation to the information presented herein.
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