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PART a BOARD REPORT June 30, 2011

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PART a BOARD REPORT June 30, 2011 PART A BOARD REPORT June 30, 2011 CONVENIENCE TRANSLATION FROM HEBREW Important Notice Set out below for your convenience is a convenience translation into English of the periodic report for Year 2011 and the financial statements annexed thereto (the “Report”) of the 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 reports annexed thereto, of the Azrieli Group Limited (The “Company”) (the “Report”). The binning 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 the event of a contradiction or inconsistency between this translation and the Hebrew version of the Report, the provisions of 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 24th, 2011 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 24th, 2011 and may be viewed on the MAGNA website. A - 2 Azrieli Group Ltd. Board of Directors’ Report on the State of the Company's Affairs for the six and three months ended June 30, 2011 The board of directors of Azrieli Group Ltd. hereby respectfully submits the board of directors’ report for the six and three months ended June 30, 2011 (the "Report Period" and the "Quarter", respectively), pursuant to the Securities Regulations (Periodic and Immediate Reports), 5730-1970. The review which shall be brought below is limited in its scope and addresses events and changes which occurred in the company’s state of affairs during the Report Period, of which affect is material, and it must be read together with the chapter of Description of the Corporation’s Business in the periodic report for December 31, 2010, the financial statements and the board report on the Company’s state of affairs for the year ending on such date, as well as the update to the Corporation's Business chapter, the board of directors' report and the financial statement for March 31, 2011. Azrieli Group Ltd. (the "Company"; the Company together with all of the corporations held by it, directly and/or indirectly, will be referred to below as the "Group" or "Azrieli Group"), engages both itself and through companies held by it, mainly in the income-producing property segment in Israel, while most of the Group's business activity is in the commercial centers and malls segment in Israel and in the office and other space for lease segment in Israel. In addition, the Company engages, through its holding in Granite HaCarmel Investments Ltd. ("Granite") in another business segment, which includes the energy, paint and building-finishing, water and environmental quality segments. The Company also holds minor holdings in financial corporations. The Company belongs, as aforesaid, to the Azrieli Group and its 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 data appearing in the board report are based on the consolidated financial statements as of June 30, 2011. The financial data and the business results of the Company are affected by financial data and business results of the companies held thereby. In some cases, details are presented which review events that occurred after the date of the financial statements and in proximity to the date of releasing the Report, with such fact indicated alongside them (the "Report Release Date") or additional details and data on the Company level only. The materiality of the information included in this Report was examined from the Company's point of view. In some of the cases additional detailed description was provided in order to give a comprehensive picture of the described topic, which is, in the Company's view, material for the purpose of this Report. The financial statements attached are prepared according to the International Financial Reporting Standards (IFRS). For further details see Note 2 to the financial statements as of June 30, 2011. The Company's management acknowledges the importance of transparency to the investors, the A - 3 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 separate financial statements – i.e. – a summary of the Company's statements presented according to the IFRS 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 stand alone statement is attached hereto as Annex E. In the following emphases the Company included the main principles of this report below. In the matter of forward looking information, and including in connection with the progress in the projects under construction, see Sections 1.1.1 and 1.1.4 below. Main emphases for the Report Period ended on June 30, 2011 Approx. NIS 388 million net profit per quarter The Company's net profit (consolidated) for the report period is NIS 388 million compared with NIS 62 million in the same period last year. A growth of approx. 526%. Approx. 9% additional growth in the NOI figures Approx. NIS 239 million in the report period compared with the sum of approx. NIS 219 million in the same period last year. A growth which derives mainly from an increase in revenues from rental fees and from the acquisition of new properties. Approx. 5% growth in same property NOI figures in the malls segment In the report period the same property NOI in the malls and commercial centers segment amounted to approx. NIS 160 million compared with approx. NIS 152 million in the same period last year. Approx. 6% growth in the same property NOI figures in the office and other space for lease segment In the report period the same property NOI in the office and other space for lease segment amounted to approx. NIS 71 million compared with approx. NIS 67 million in the same period last year. Approx. 14% growth in the figures of the FFO attributed to the income-producing property business Income producing property FFO amounted to approx. NIS 326 million in the report period compared with an income producing property FFO of approx. NIS 285 million in the same period last year. For the calculation see Section 1.1.5 of this report. Approx. 11% FFO yield attributed to the real estate business alone Relative to the Company's market cap in proximity to the date of the release of this report (Aug. 18, 2011). For the calculation, see Section 1.1.5 of this report. Approx 7.9% weighted cap rate derived from the income-producing property In the financial statements as of June 30, 2011on the basis of pro-forma NOI of NIS 1,012 million. For calculation see Section 1.1.4 of this Report.. Update of the valuations for property in Israel as of June 30, 2011 A rise in the value of investment property net of tax increased the profit during the Quarter in approx. NIS 278 million (by an independent external appraiser). New purchase, initiation and construction, and improvement of existing properties In the Report Period, the acquisition of the land in Ramla was completed, acquisition of the office towers in Houston, Texas, winning the Southern Hakirya tender, and advancing the opening of the malls under construction in Kiryat Ata and Akko to the end of August/beginning of September 2011. Occupancy rate remained very high (average) The occupancy rate as of June 30, 2011 is close to 100%. 4 1. ExplanationsU of the board for the corporation's state of affairs 1.1 GeneralU 1.1.1 Main developments during the Report Period and Thereafter TransactionsU in respect of investment property EngagementU in an agreement for the acquisition of half of the Rights in “Ir Yamim” Mall On August 15, 2011, the Company engaged in a contingent sale agreement (the “Sale Agreement”) for the acquisition of half of the rights in “Ir Yamim” Mall in Netanya (the “Mall”) from Housing & Development For Israel Ltd.
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