Valuation Report PO-25/2018 A portfolio of real estate assets in Russia (St Petersburg, Moscow, Yekaterinburg) and Germany (Leipzig, Landshut, Munich) Prepared on behalf of LSR Group OJSC Date of issue: March 12, 2019 Contact details LSR Group OJSC, 15-H, liter Б, 36, Kazanskaya St, St Petersburg, 190031, Russia Lyudmila Fradina, Tel. +7 812 3856106, [email protected] Knight Frank Saint-Petersburg AO, Liter A, 3B, Mayakovskogo St., St Petersburg, 191025, Russia Svetlana Shalaeva, Tel. +7 812 3632222, [email protected] Valuation report │ A portfolio of real estate assets in St. Petersburg and Leningradskaya Oblast', Moscow and Moskovskaya Oblast’, Yekaterinburg, Russia and Leipzig, Landshut and Munich, Germany │ KF Ref: PO-25/2018 │ Prepared on behalf of LSR Group OJSC │ Date of issue: March 12, 2019 Page 1 Executive summary The executive summary below is to be used in conjunction with the valuation report to which it forms part and, is subject to the assumptions, caveats and bases of valuation stated herein. It should not be read in isolation. Location The Properties within the Portfolio of real estate assets to be valued are located in St. Petersburg and Leningradskaya Oblast', Moscow, Yekaterinburg, Russia and in Munich, Leipzig and Landshut, Germany. Description The Subject Property is represented by vacant, partly or completely developed land plots intended for residential and commercial development and commercial office buildings with related land plots. Areas ● Buildings – see the Schedule of Properties below ● Land plots – see the Schedule of Properties below Tenure ● Buildings – see the Schedule of Properties below ● Land plots – see the Schedule of Properties below Tenancies As of the valuation date from the data provided by the Client, the office properties are partially occupied by the short-term leaseholders according to the lease agreements. Valuation ● Commercial Properties. We’ve analysed both the office real estate market of St. considerations Petersburg and Moscow in general and the competitive environment of the Projects particularly to determine the market rental, vacancy and capitalization rates and OPEX for the Properties. We used this information to compare it with the data provided by the Client and to calculate the market rents after the lease expires if the current rent does not correspond to the market. Furthermore we’ve analysed the supply of the similar properties for sale. Thus the value was determined by reference to observable prices. ● Residential Properties. We’ve analysed both the residential real estate market of St. Petersburg and Leningradskaya Oblast’, Moscow, Yekaterinburg in general and the competitive environment of the Projects particularly to determine market prices, sales pace per quarter, price growth due to the inflation and project completion and construction costs. We used this information to compare it with the data provided by the Client and to calculate the market sales prices if the current prices do not correspond to the market. We assumed that sale prices information provided by the Client refers to the current average prices for the appropriate unit (apartment (per unit), Valuation report │ A portfolio of real estate assets in St. Petersburg and Leningradskaya Oblast', Moscow and Moskovskaya Oblast’, Yekaterinburg, Russia and Leipzig, Landshut and Munich, Germany │ KF Ref: PO-25/2018 │ Prepared on behalf of LSR Group OJSC │ Date of issue: March 12, 2019 Page 2 office or retail space (per sqm) or parking lot (per unit)) as if the property was commissioned at the valuation date. ● We used CPI forecast of Ministry of Economic Development of Russian Federation to index the construction costs. ● Residential Properties. We’ve analysed average residential prices dynamics by classes and extrapolated it on indexing the income from sales. ● We have taken into account the changes in Russian development legislation enforced since July 01, 2018 by using within our calculations of DCF models the financial leverage (project financing by a bank) and deponing of sales income till the completion of construction (funding on escrow accounts). The new scheme of development projects financing at the valuation date is mostly not applied in the market (only to single projects). So there is no statistics on its influence to the market and the results of its using in compare with previous situation. Also there is no accurate data on the criterias excluding projects them from obligatory transfer to the new rules of financing. But as it announces by official government speakers and experts the main criterias might be the stage of completion and the amount of sold areas. In light of the above we have applied the project financing scheme to the development projects from the portfolio those are at the beginning stages of construction and without previous sales or with a small share of sold areas. ● We have interviewed market participants (in particular development companies comparable to the Client) to determine the parametres of project financing offered by banks at the valuation date. As a result we have assumed the ratio of equity and loan as 20%/80% respectively, an average basic credit interest of 11% and a special credit interest of 5% applying when cumulative income from sales cover cumulative loan. ● All the general comments set out in this report refer to all the Properties within the portfolio if only special assumption is not provided. ● All considerations, assumptions and market commentaries regarding the properties located in Germany are attached in Appendix 6 “Valuation of properties located in Germany”. ● To the Tax Code of Russian Federation residential development performed by contractors is not subject to VAT excluding commercial and parking construction in case of charging VAT from selling prices. Thus VAT paid on construction and other development costs can be offset only proportionally to the costs incurred in non- residential construction. Commercial properties are subject to VAT in full (long-term leasehold of the land plot) or in respect of the price apportioned to the building (freehold of the land plot) if only the owner’s company is not using Simplified Tax System. Thus we have assumed that all development costs and prices provided by the Client include VAT (where applicable). In our value calculations we applied cash flows including VAT. ● More detailed valuation considerations for the particular Properties within the portfolio are expressed in the description placed in the attachments to the report. Valuation report │ A portfolio of real estate assets in St. Petersburg and Leningradskaya Oblast', Moscow and Moskovskaya Oblast’, Yekaterinburg, Russia and Leipzig, Landshut and Munich, Germany │ KF Ref: PO-25/2018 │ Prepared on behalf of LSR Group OJSC │ Date of issue: March 12, 2019 Page 3 Valuation date December 31, 2018 Market Value, 185,560,939,000 (One Hundred Eighty Five Billion Five Hundred Sixty Million Nine rounded Hundred Thirty Nine Thousand) RUB. Key assumptions ● The Subject Property is represented by vacant, partly or completely developed land plots intended for residential (residential premises) and commercial (apartments) development (hereinafter referred to as Residential Properties) and by commercial office buildings with related land plots (hereinafter referred to as Commercial Properties). It is assumed that the buildings under construction will be completed in accordance with the identified plans and specification provided by the Client. ● We have been provided with the Properties’ title information by the Client. Nevertheless we have not been provided with all the ownership certificates and land long-term lease agreements to verify it. Thus, in our valuation, we have assumed a good and marketable freehold (to the land plots and buildings) or long-term leasehold (to the land plots) title and that all documentation is satisfactorily drawn. ● Several legal entities are the owners of the Properties within the portfolio. The Client has informed us that all these legal entities belong to LSR Group OJSC. Thus we assume that 100% ownership of LSR Group OJSC is to be valued. ● To the title documents provided by the Client, part of the Properties is either the shared ownership or leasehold. For a shared ownership we assume it is the share of freehold tenure of the Client in all the properties to be assessed. For leasehold property we assume it is freehold tenure of the improvements and leasehold of the land to be assessed. ● We assume that all the utilities (heating, cold and hot water, electricity, sewerage / drainage and telecommunications) are available to the Property at the site borders. ● We assume that public and social (including school) facilities for the future development are sufficient. ● We have adopted the Developer’s estimate of project costs (project budget) within our assessment. ● Development project costs provided by the Client consist of already incurred and estimated outstanding costs. Since we provide our opinion on the value as of the valuation date, in our calculations we have adopted only estimated outstanding costs. ● Residential Properties. Sales proceeds provided by the Client consist of anticipated income from already sold but unpaid units and estimated income from the unsold units. In our DCF calculations we have adopted only income estimated from the unsold units. We assumed that a hypothetic potential purchaser of the Property would normally be entitled to all the Property rights including claim rights