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Warsaw, September 11th, 2018 H1 2018 RESULTS 1

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Page 1: H1 2018 RESULTSinwestor.capitalpark.pl/wp-content/uploads/2018/09/... · The execution of credit facility of EUR 10m with Getin Noble Bank (multifunctional loan) in June 2018. The

Warsaw, September 11th, 2018

H1 2018 RESULTS

1

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2

AGENDA

Q2 2018 business overview

H2 2018 financial overview

Investment Portfolio

> Completed investment projects

> Projects in progress

> Closed-end Investment funds

> Joint venture projects

Financial results for H1 2018

> Profit and loss

> Balance sheet

> Cash flow

ArtN

Dictionary

About Capital Park Group

Disclaimer

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Q2 2018 OVERVIEW

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4

▪ The opening of the Hampton By Hilton Old Town Gdańsk on June 14th 2018.

▪ The issue of EUR 7m bonds and the redemption of 44 mPLN series E-F

bonds.

▪ The execution of credit facility of EUR 10m with Getin Noble Bank

(multifunctional loan) in June 2018. The loan was utilised on July 13, 2018.

Q2 2018 BUSINESS OVERVIEW

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5

H1 2018 FINANCIAL OVERVIEW

▪ Growing and secured rental income and FFO.

▪ Lower cost of debt and continuation of decrease in interest expense.

▪ Growing property value and net asset value (NAV).

▪ Safe debt maturity profile and stable cash position.

▪ Positive impact of FX change rate movement on financial results;

Jun 30, 2018: 4.3616 vs. Dec 31, 2017: 4.1709.

Rental income: PLN 70m

+ 17% vs. H1 2017

FFO: PLN 28m+ 60% vs. H1 2017

Net debt to assets: 46.0%

vs. 45% as of Dec 2017

Portfolio value: PLN 2.3bn

(consolidated with fullmethod)

Av. cost of debt: 3.03%

vs. 4.30% as of Dec 2016

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83% 86%

7%

0%

20%

40%

60%

80%

100%

31/12/2017 28/08/2018

decisions/LOI

occupancy

+3%

92% 96%

3%

0%

20%

40%

60%

80%

100%

31/12/2017 28/08/2018

decisions/LOI

occupancy

92% 95%

4%

0%

20%

40%

60%

80%

100%

31/12/2017 28/08/2018

decisions/LOI

occupancy75%

88%

7%

60%

70%

80%

90%

100%

31/12/2017 28/08/2018

decisions/LOI

occupancy

LETTING PROGRESS

6

93% Occupancy in completed

investment projectsvs 88% as of Aug 30, 2017

17,922 m2

new area leased in 2018*

* Reffers to EurocentrumOffice Complex, Royal

Wilanów and ArtN

+4%

+3%

+13%

EUROCENTRUM DELTA

EUROCENTRUM ALFA EUROCENTRUM BETA & GAMMA

ROYAL WILANÓW

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INVESTMENT PORTFOLIO

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8

PORTFOLIO OVERVIEW

Eurocentrum Alpha

Type Office

Occupancy 88%

Valuation EUR 26m

Eurocentrum Beta, Gamma

Type Office

Occupancy 95%

Valuation EUR 112m

Eurocentrum Delta

Type Office

Occupancy 86%

Valuation EUR 71m

Royal Wilanów

Type Mixed Use

Occupancy 97%

Valuation EUR 102m

ArtN

Type Mixed Use

Occupancy 24% (Pre-Let)

Valuation EUR 84m

Vis à Vis Przyczółkowa

Type Mixed Use

Occupancy 74%

Valuation EUR 5m

Galeria Zaspa

Type Retail

Occupancy 93%

Valuation EUR 15m

Hampton by Hilton Old Town Gdańsk

Type Hotel

Occupancy 100%

Valuation EUR 15m

ETC Swarzędz

Type Retail

Occupancy 88%

Valuation EUR 36m

Crowne

Type Mixed Use

Occupancy 33% (Pre-Let)

Valuation EUR 11m

Vis à Vis Lódź

Type Retail

Occupancy 99%

Valuation EUR 9m

Investment assets Development assets

Warszawa

Łódź

Swarzedz

Gdańsk

Poznań

Rezydencje Pałacowa II

Type HouseOccupancy Sold: 10,

booked: 2

Valuation EUR 6m

Joint venture assets

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EUROCENTRUM BETA, GAMMA, Warsaw

EUROCENTRUM DELTA, Warsaw

EUROCENTRUM ALFA, Warsaw

GLA: 43,182 sqm

Completion date – June 2014

Yield1: 6.30%

Book value: PLN 488m (EUR 112m)

Occupancy: 95%

WAULT: 3.4 years

Top tenants: Unilever, Randstad, Coty, Comarch, Pelion, Group One

GLA: 27,135 sqm

Completion date – February 2016

Yield1: 6.30%

Book value: PLN 308m (EUR 71m)

Occupancy: 86%

WAULT: 5.7 years

Top tenants: Polskie Sieci Elektroenergetyczne, Centralny Ośrodek Informatyki, SAGE

COMPLETED INVESTMENT PROJECTS

9

GLA: 14,319 sqm

Acquisition date – March 2007 (Completion date –2002)

Yield1: 7.75%

Book value: PLN 116m (EUR 26m)

Occupancy: 88%

WAULT: 3.4 years

Top tenants: Provident Polska, IPF Polska, QUMAK, GIDT

EUROCENTRUM OFFICE COMPLEX, GLA: 84.636 sqm

➢ Yield: 6.48%

➢ Book value: PLN 912m

➢ Occupancy: 91%

➢ WAULT: 4.1 years

1 Core yield used in valuation process.

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ROYAL WILANÓW, Warsaw

GALERIA ZASPA, Gdańsk

VIS À VIS ŁÓDŹ, Łódź

COMPLETED INVESTMENT PROJECTS

10

GLA: 36,923 sqm

Completion date – August 2015

Yield1: 6.5%

Book value: PLN 443m (EUR 102m)

Occupancy: 97%

WAULT: 4.6 years

Top tenants: Sygnity S.A., ERBUD, BoehringerIngelheim, Artis, Medicover

GLA: 8,683 sqm

Completion date – April 2016

Yield1: 7.50%

Book value: PLN 65m (EUR 15m)

Occupancy: 93%

WAULT: 5.1 years

Top tenants: Intermarche, Rossmann, EURO RTVAGD, Calypso, Pepco, KIK, ZooKarina, TextilMarket, DOZ Pharmacy, Dominos Pizza, YES,MAC

GLA: 5,711 sqm

Completion date – December 2014

Yield1: 8.0%

Book value: PLN 37m (EUR 9m)

Occupancy: 99%

WAULT: 4.7 years

Top tenants: Intermarche, Fit Fabric, Rossmann, Pepco, Blue Medica Clinic

1 Core yield used in valuation process.

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INVESTMENT PROJECTS COMPLETED IN Q2 2018

11

HAMPTON BY HILTON OLD TOWN GDAŃSK

GLA: 7,000 sqm (174 hotel rooms)

Completion date: June 2018

Yield1: 8.50%

Book value: PLN 64m (EUR 15m)

Occupancy: 100%

WAULT: 17.5 years

Capex to be paid after H1 2018: PLN 2m

Top tenants: VHM (hotel operator – Hampton by Hilton), Kos Delicatessen,

Manufaktura Nalewki, Pan Cake

1 Yield in accordance with the preliminary CP Gdańsk sp. z o.o. share purchase agreement.

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PROJECTS IN PROGRESS

ARTN, Warsaw

CROWNE, Warsaw

GLA: 67,351 sqm (office: 40,405 sqm, retail: 26,946 sqm)

Completion date: 4Q 2020

Yield1: 5.38%

Planned capex after H1 2018: PLN 730m

Book value: PLN 366m (EUR 84m)

Current prelease: 24% (office: 5%, retail: 51%)

Top tenants: OH Kino, Food Hall operator, BioBazar, Piotr i Paweł, SuperPharm, Car

Spa, L'Oreal Professionel, Weranda, Etno Cafe, Soul Food 12

GLA: 28,220 sqm (217 hotel rooms and 390 apartments)

Planned start of construction: 1Q 2019

Yield1: 6,72%

Book value: PLN 48m (EUR 11m)

Current prelease: 33%

Top tenants: VHM (hotel operator - Holiday Inn)

1 Core yield used in valuation process.

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13

CLOSED-END INVESTMENT FUNDS

Real Estate Income Assets FIZAN, GLA: 15,010 m2

Number of properties - 39

Established – June 2013

Yield: 7.49%

Book Value: PLN 182m (EUR 42m)

Occupancy: 93%

NAV: PLN 14.0m

Group’s ownership: 18%

Fund Management Company: Mount TFI

Real Estate Income Assets II FIZAN, GLA: 15,550 m2

Number of properties - 8

Established – December 2016

Yield: 7.36%

Book Value: PLN 151m (EUR 35m)

Occupancy: 96%

NAV: PLN 9.7m

Group’s ownership: 15%

Fund Management Company: Mount TFI

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JOINT VENTURE PROJECTS

ETC SWARZĘDZ, Swarzędz

VIS À VIS PRZYCZÓŁKOWA, Warsaw

REZYDENCJE PAŁACOWA II, Warsaw

GLA: 20,104 sqm

Completion date – October 2017

Yield: 7.15%

Book value: PLN 158m (EUR 36m)

Occupancy: 88%

WAULT: 4.5

Group’s interest: 60%

Top tenants: Intermarche, Reserved, EURO RTV AGD, CCC, Deichmann, KIK, Empik, Smyk, MartesSport, Kids OK, Dealz, Pepco, Sinsay, Home&You

14

GLA: 4,210 sqm

Completion date – 3Q 2018

Yield: 7.25%

Book value: PLN 23m (EUR 5m)

Current prelease: 74%

Planned capex after H1 2018: PLN 12m (EUR 4m)

Group’s interest: 64%

Top tenants: Villa Nova Dental Clinic, RTV EURO AGD, COSMEDICA, Max Burgers, HEBE, Decathlon

GLA: 5,760

Completion date – 3Q 2018

Book value: PLN 28m (EUR 6m)

24 homes

Sold: 10, booked: 2

Group’s interest: 64%

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FINANCIAL RESULTS FOR H1 2018

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▪ Net Operating Income (NOI) of PLN 52m (H1 2017: PLN 44m); +17.2% vs. H1 2017 as a result of new agreements signed

and increase of area taken over by tenants.

▪ As 87% of contracted rental income expire after 2020 the Group has secured long-term cash flow.

▪ Weighted average unexpired lease term (WAULT), excluding closed-end funds – 5.1 years.

GROWING RENTAL INCOME AND SECURED LONG-TERM CASH FLOW

RENTAL INCOME / NOImPLN

16

30 3033 32

35 35

22 22

25 2426 26

74%74%

75%74%

73%74%

67%

69%

71%

73%

75%

77%

79%

81%

83%

85%

0

5

10

15

20

25

30

35

40

2017Q1 2017Q2 2017Q3 2017Q4 2018Q1 2018Q2

Rental income Net operating income Margin

LONG-TERM LEASES

0%

5%

8%

18%

23%

13%

33%

2018 2019 2020 2021 2022 2023 > 2023

*Excluding closed-end funds

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▪ FX rate: 4.3616 (Jun 30, 2018) vs. 4.1709 (Dec 31, 2017)

▪ + PLN 25m - total net fx change impact on P&L in H1 2018

▪ + PLN 96m - non-cash revaluation of property value

resulting from exchange rate differences

EXCHANGE RATE DIFFERENCE IMPACT ON P&L

FX CHANGES IMPACT ON P&L IN H1 2018

PLN m

17

4.21984.2265

4.3091

4.1709

4.2085

4.3616

4,0500

4,1000

4,1500

4,2000

4,2500

4,3000

4,3500

4,4000

Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018 Q2 2018

EXCHANGE RATE FOR THE END OF REPORTING PERIOD

FX CHANGES NET IMPACT ON P&L

-27

-68

25

-80

-60

-40

-20

0

20

40

H1 2017 2017 H1 2018

PLN m

96 -56

-18

6 25

-1

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▪ Average cost of debt: 3.03% vs. 4.30% (Dec 31,

2016)

▪ PLN 10m yearly savings due to change of

currency structure of bonds from PLN to EUR and

refinancing of the Royal Wilanów and

Eurocentrum Office Complex bank loans.

LOWER COST OF DEBT AND CONTINUATION OF DECREASE IN INTEREST EXPENSE

18*Excluded the impact of measurement of financial liabilities at amortised cost, in accordance with IFRS 9.

INTERESTS & COST OF DEBTPLN m

2.87%expected average cost of

debt after refinance of the remaining PLN-bonds

26

23

21 21 204.50%

4.30%

3.29%3.15%

3.03%

1,5%

2,0%

2,5%

3,0%

3,5%

4,0%

4,5%

5,0%

5,5%

6,0%

0

5

10

15

20

25

30

H1 2016 H2 2016 H1 2017 H2 2017 H1 2018

Total interest Average cost of debt

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Consolidated statement of profit or loss and other comprehensive income (mPLN)

6M 2018 12M 2017 6M 2017

Rental income 70,3 125,8 60,0 Direct property operating expenses (18,5) (32,7) (15,8)

Net operating profit 51,8 93,1 44,2 Income from property management 1,3 1,5 0,4 Loss on disposal of investment property – 0,2 –Other income – – 0,2 Cost of SPV operations (2,6) (6,3) (3,3) Administrative expenses (3,8) (11,4) (5,8) Renovation and repair of property (0,2) (0,8) (0,3) Cost of incentive scheme measurement (1,3) (1,7) (1,4) Gain/(loss) on property revaluation 104,9 (84,7) (91,4) Receivable write-off costs (1,0) (3,6) (2,3) Share in net profit/(loss) ofequity-accounted entities

0,5 8,7 2,2

Other costs – –Operating profit/(loss) 149,6 (5,0) (57,5)

Interest income 1,3 2,2 1,5 Interest expense (19,1) (40,1) (19,8) Loss on measurement of financial liabilities (51,9) 46,7 37,2

Profit/(loss) before tax 79,8 3,8 (38,6) Corporate income tax (20,7) (13,6) 6,2

Net profit/(loss) 59,2 (9,7) (32,4) Exchange differences on translating foreign operations

(0,3) 7,7 7,8

Total comprehensive income 58,9 (2,0) (24,6)

19

PROFIT AND LOSS ACCOUNT

The observed increase in rental income (+17% y/y) resulting from new lease agreements

Non-cash revaluation of property value resulting mainly from exchange rate differences

Mainly the effect of exchange rate differences on revaluation of liabilities in EUR (investment loans) and change in revaluation of derivatives securing construction loans.

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ArtN, PLN 30m

Hampton By Hilton Old Town Gdańsk, PLN 14m

EC Delta, PLN 4m

Crowne, PLN 3m

EC Beta & Gamma, PLN 2m

EC Alfa, PLN 2m

▪ Capex of PLN 55m (H1 2017: PLN 87m) paid mainly in ArtNand Hampton by Hilton Old Town Gdańsk

GROWING PORTFOLIO VALUE

CAPEXINVESTMENT PROPERTY MOVEMENT

mPLN

20

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966 9841 066

879 882 937

9.08 9.179.93

8.27 8.21

8.73

7,00

7,50

8,00

8,50

9,00

9,50

10,00

10,50

0

200

400

600

800

1000

1200

30/06/2017 31/12/2017 30/06/2018

NAV (mln PLN) before restatement NAV (mln PLN)

NAV/share diluted (PLN) before restatement NAV/share diluted (PLN)

21

GROWING NET ASSET VALLUE

NAV/SHARE diluted [EUR] NAV/SHARE diluted [PLN]

▪ The Management Board of the Capital Park SA Group, taking into

account the possibility of changing the strategy in relation to the

Group’s investment properties, decided to recognise deferred tax

liability between the fair value and tax value of those properties in

the consolidated statements. According to reporting standards, the

historic financial data was restated as a base for comparison.

Impact of deferred tax on properties H1 2018

DTL on properties (132)

DTA on properties 3

total impact on equity (129)

retained earnings (103)

profit of 2018 (26)

229 236 244

208 211 215

2.13

2.212.28

1.981.99

2.02

1,80

1,90

2,00

2,10

2,20

2,30

2,40

2,50

0

50

100

150

200

250

300

30/06/2017 31/12/2017 30/06/2018

NAV (mEUR) before restatment NAV (mEUR)

NAV/share diluted (EUR) before restatement NAV/share diluted (EUR)

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22

EPRA NAV

NAV & EPRA NAV [EUR] as of H1 2018 NAV & EPRA NAV [PLN] as of H1 2018

▪ European Public Real Estate Association (EPRA) established global leading real estate index to provide stakeholders with the most relevant

information on the fair value of the assets and liabilities within an ongoing real estate investment company with a long-term investment

strategy.

▪ The objective of the EPRA NAV measure is to highlight the fair value of net assets on an ongoing, long-term basis. Assets and liabilities that

are not expected to crystallise in normal circumstances such as deferred taxes on property valuation and the fair value of financial derivatives

surpluses are therefore excluded. It also adjusts the number of shares for the potential dilution of shares issuable under employee share

schemes.

1 066

937

1052

9.93

8.73

9.80

7,50

8,00

8,50

9,00

9,50

10,00

10,50

11,00

0

200

400

600

800

1 000

1 200

NAV beforerestatment

NAV EPRA NAV

244

215

241

2.28

2.02

2.25

1,50

1,70

1,90

2,10

2,30

2,50

2,70

2,90

0

50

100

150

200

250

300

NAV beforerestatment

NAV EPRA NAV

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37 34138

74

792

622 15

168

31

0

100

200

300

400

500

600

700

800

900

31.12.2018 31.12.2019 31.12.2020 31.12.2021 31.12.2022 >31.12.2022

mln

PLN

Bank loans Bonds

Eurocentrum – PLN 461mFIZ II – PLN 78mRoyal Wilanów – PLN 234m Warsaw, Belgradzka – PLN 15m

23

SAFE DEBT MATURITY

46%Net debt/total assets

DEBT MATURITYmPLN

FIZ I – PLN 99m

Vis à Vis Łódź – PLN 20mHampton by Hilton OldTown Gdańsk – PLN 37m

Galeria ZaspaPLN 37m

Series J-M bonds

Multifunctional loan(Getin) PLN 22m

99%Debt in EUR

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24

STABLE CASH POSITION

CASH MOVEMENTS IN H1 2018

CASH FLOW

mPLN

193

133

47

3015 -55

-44

-18 -34

-3 0

0

50

100

150

200

250

300

350

Cash 31 Dec2017

Cash fromoperating

activity

Bonds seriesN issue

Bank loansutilisation

Capex Bondsrepayment

Interestsexpense

Creditrepayments

FIZ I & FIZ IIdividendpayment

Other Cash 30 Jun2018

▪ Change in cash and cash equivalents vs H1 2017 resultsmainly from repayment of PLN-bonds (PLN 44m) and multifunctional bank loan (EUR 2.5m).

▪ Increase in cash flow from operating activities (+34% vs. H1 2017) results from new agreements signed.

Cash flows H1 2018 H1 2017

Cash at the beginning of the period 193 157

operating CF 47 35

investment CF (55) (34)

financial CF (53) 17

Cash at the end of the period 133 175

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Balance Sheet (mPLN) 30/06/2018 31/12/2017 30/06/2017

Long-Term Assets 2.414,8 2.248,6 2.167,9 Real estate properties 2.333,6 2.174,4 2.100,1 Deferred tax assets 32,8 26,7 27,2 Other non-current investments 44,3 42,7 34,7 Other financial assets 1,7 2,6 3,8 Other assets 2,4 2,2 2,1

Current Assets 170,2 227,2 211,1 Inventory – – –Other receivables 18,5 14,6 17,5 Tarde receivables 12,3 11,9 12,7 Other current investments 6,6 7,4 6,3 Cash 132,7 193,3 174,5

Balance Sheet (mPLN) 30/06/2018 31/12/2017 30/06/2017

Capital and Reserves, including: 1.053,5 996,5 979,8 Share Capital 106,6 106,5 106,4 Receivable equity contribution 797,7 858,3 858,3 Profit (loss) of the year 54,1 -14,1 (20,1) Non-controlling interests 116,3 114,9 100,6

Long-Term Liabilities 1.437,2 1.314,7 1.177,3Bank borrowings and other financial liabilities 1.084,3 1.014,8 994,7 Bonds liabilities 177,5 156,2 85,0 Other long term liabilities 19,0 11,4 0,0 Provision for deferred tax 156,3 132,3 97,5

Current Liabilities 94,2 164,6 221,6 Bank borrowings and other financial liabilities 47,7 83,2 66,5 Bonds liabilities 25,2 53,6 123,1 Other liabilities and provisions 21,3 27,8 32,0

Total equity 2.584,9 2.475,9 2.378,8Net debt 1.196,8 1.110,1 1.094,9 Net debt/(Capital and reserves) 1,14 1,11 1,12 Net debt/Total assets 46% 45% 46%

25

BALANCE SHEET

Decrease in cash due to: repayment of PLN 44m of bonds, EUR 2.5m of Getin loan, capex paid on ArtN.

As of 30 June 2018 the owners of 82% of REIA FIZAN and 85% in REIA II FIZAN

Investments in jointly controlled entities (ETC Swarzędz, Vis à Vis Pałacowa, Rezydencje Pałacowa II)

Mainly the increase in the balance of Hampton by Hilton Old Town Gdańsk construction loan.

Decrease in balance of current bonds as of 30 June 2018 due to repayment of PLN 44m bonds in 2018. Decrease in 2017 due to repayment of PLN 109m of bonds.

Increase in H1 2018 refers mainly to property revaluation (+ PLN 105m) and capex paid in ArtN and Hampton by Hilton Old Town Gdańsk (+ PLN 55m).

Deferred tax provision in respect of differences between the caryingamounts and tax bases of those properties

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ArtN

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Timeline

Q4 2017

Start of

construction

Q1 2018

• Transport of some historical

machinery.

• Demolition of non-historical buildings.

• 520 press building – cut at the time of

widening Prosta street.

• Support to secure existing buildings.

• Start of diaphragm walls construction

(specialist foundations).

Q2 2018

Entry of the

Lead Contractor

Q4 2018

Diaphragm

walls

completed

Q3 2019

Level „0”

completed

Q4 2019

Shell and core of

building A and B

Q2 2020

Roofed shell of

buildings A and B

Q4 2020

Completion

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ARTN DEVELOPMENT UPDATE

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DICTIONARY

► GLA – Gross Leasable Area

► WAULT – Weighted Average Unexpired Lease Term

► CAPEX – Capital expenditure

► NOI – Net Operating Income,

► FFO – Funds From Operations,

► NAV – Net Asset Value

► EPRA NAV – Net Asset Value calculated in accordance with European Public Real Estate Association’s metodology

(http://www.epra.com/). The net assets on the balance sheet excludes the effects of hedges, debt adjustments

associated with the hedges and deferred taxation. It also adjusts the share in issue for the potential dilution of

shares issuable under employee share schemes.

► NCI – Non-controlling Interest

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ABOUT CAPITAL PARK GROUP

▪ 15 years of real estate experience on the Polish market.

▪ Listed on the Warsaw Stock Exchange since Dec 2013.

▪ Property investor, developer and manager with a strong reputation.

▪ The Group manages a portfolio of properties with a total area of 304,000 m2 and a

market value of PLN 2.5bn, of which 77% properties are located in Warsaw.

▪ High quality investment assets, comprising Eurocentrum and Royal Wilanów, 93%

leased out, with WAULT of five years.

▪ Experienced and reputable management team, with the knowledge and passion to

implement and manage innovative investment projects, supported by an in-house

team of 74 professionals.

▪ Originator of the unique Office Plus concept.

EUR 1bnof bank financing

(closed financing agreements)

304k sqmmanaged p

ortfolio area

66 projectsunder management

across Poland

74 professionals

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DISCLAIMER

▪ Not for general release, publication or distribution in the United States, Australia, Canada or Japan.▪ By attending the presentation you agree to be bound by the following limitations:▪ This presentation (the “Presentation”) has been prepared by Capital Park S.A. (the “Company”) and is for the exclusive use of the persons to whom it is addressed and their advisers. This Presentation may not be

reproduced, redistributed or passed on, in part or in whole, to any other person. In particular, neither this document nor any copy hereof may be taken, transmitted or distributed, directly or indirectly, into the United States (as defined in Rule 902 of Regulation S under the US Securities Act of 1933, as amended (the “Securities Act”)). The shares or other securities of the Company have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States, and, subject to certain exemptions, may not be offered or sold in the United States unless registered under the Securities Act and applicable state law, if any, or pursuant to an exemption from, or in a transaction not subject to, such registration. The Company does not intend to register its shares or any of its securities under the Securities Act or to conduct any offering of its shares or its securities in the United States. The distribution of this document in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the laws of any other jurisdiction. By accepting this document, you agree to be bound by the foregoing limitations.

▪ The Presentation does not constitute or form part of, and should not be construed as, an offer, solicitation or invitation to subscribe for, underwrite or otherwise acquire any securities of the Company, nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of the Company, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. To the extent permitted under the applicable provisions of law, no representation, warranty or undertaking, expressed or implied, is made as to, and no reliance may be or should be placed by any person not invited to this Presentation for any purposes whatsoever on the information contained in this document or any other material discussed at this Presentation, or on its completeness, accuracy or fairness. The information in this document and any other material discussed at this Presentation is subject to change.

▪ By its acceptance hereof, each recipient agrees that neither it nor its agents, representatives, advisers, directors or employees will copy, reproduce or distribute to others this Presentation, in whole or in part, and that it will keep confidential information about the receipt of this Presentation and all information contained herein not already in the public domain. In particular, this Presentation shall not be used for any other commercial purpose or for the purpose of competing with the business of the Company. Any responsibility or liability for any information included in this Presentation is hereby expressly denied.

▪ In all cases, interested parties should conduct their own investigation and analysis of the Company, its business, prospects, operational results, financial condition and the information contained in this Presentation, and are recommended to seek their own financial, legal and other professional advice. Nothing in this Presentation constitutes investment advice and any information contained herein is not based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.

▪ The issuance of this Presentation shall not be taken as any form of commitment to proceed with any transaction. Moreover, recipients will not initiate or engage in any contact with any employee of the Company or any person who has a business relationship with the Company.

▪ This Presentation is not a prospectus, offering memorandum or promotional campaign material which would need to be reviewed or approved by a relevant authority and does not constitute or form any part of an offer, solicitation or invitation to subscribe for, underwrite or otherwise acquire any securities of the Company, or the assets or business described herein in any jurisdiction, and shall not form the basis of any contract.

▪ This Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which the Company operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts sometimes identified by the words “believes,” “expects,” “predicts,” “intends,” “projects,” “plans,” “estimates,” “aims,” “foresees,” “anticipates,” “targets” and similar expressions. The forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third-party sources, are solely opinions and forecasts which are uncertain and subject to risks. Actual events may differ significantly from any anticipated development due to a number of factors, including, without limitation, changes in general economic conditions, in particular economic conditions in Poland, changes affecting interest rate levels, changes in competition levels, changes in laws and regulations, environmental damage, the potential impact of legal proceedings and actions, and the Company’s ability to achieve operational synergies from past or future acquisitions. The Company does not guarantee that the assumptions underlying the forward-looking statements in this Presentation are free from errors, nor does it accept any responsibility for the future accuracy of the opinions expressed in this Presentation or any obligation to update the statements in this Presentation to reflect subsequent events. The forward-looking statements in this Presentation are made only as of the date hereof. Neither the delivery of this Presentation nor any further discussions of the Company with any of the recipients hereof shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. Consequently, the Company does not undertake any obligation to review, update or confirm analysts' expectations or estimates, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of the Presentation.

▪ The distribution of this Presentation does not constitute the making available of information to promote the purchase or acquisition of securities or an inducement of their purchase or acquisition within the meaning of Article 53 section 1 of Polish Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, as amended, and does not constitute a promotional campaign within the meaning of Article 53 section 2 of such Act.

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