Acquisition of the Tel Aviv Premises by Belmond Ltd. GROUP A1

Advice

Max Construction

B.V.

Max Two B.V.

- Owned by Ann Holding Ltd.

- Incorporated in The Netherlands

- Finances, manages and supports Balaton Real Estate's projects together with Max Two B.V. and Max Holding B.V.

- Not to acquire Max Holding B.V. and Max Two B.V.

- We advise in favor of the purchase of Carmon Real Estate via share transfer, but:

- Inquire about the land registry and about the financial situation of Carmon Real Estate

- Or: negotiate a reasonable price for Carmon Real Estate Ltd.

- Owned by Ann Holding Ltd.

- Incorporated in The Netherlands

- Managing director: Mr Stolp

- Owns 75% of Balaton Real Estate

- Lends 37.5 mil EUR to Balaton Real Estate

Ann Holding Ltd.

- 'Mother company'

- Incorporated in Haifa, Israel

- Ms Slibbe is sole shareholder

- Managing director: Mr Stolp

Summary

of considerations

Max Holding B.V.:

- Owned by Ann Holding Ltd.

- Incorporated in the Netherlands

- With official seat in Amsterdam

- Acquisition of the premises secures central role in market

- Acquisition of Balaton Lake Castle

- Acquisition allows for expansion in the Eastern European market via joint ventures

- Uncertainty about the ownership of the premises

- Max Holding B.V. and its subsidiaries are financially risky:

- Max Two UK: liquidation

- Balaton: potentially sold

- Castle Arch: big investment

- Potential financial and legal issues with Balaton Real Estate

- Pending law suit against

Carmon Real Estate Ltd.

Owns:

Has joint ventures with:

- Axx Ltd

- Ox Ltd

- No proof of ownership for land and building

- Government owns 93% of the land; only 7% is privately owned

-"Ownership" of real estate in Israel usually means leasing rights from the ILA for 49 or 98 years.

- Facing law suit

Lends money to:

- Simeon Real Estate GmbH in the amount of 21 mil EUR / 30 mil EUR

- Balaton Real Estate: 12.5 mil EUR

Balaton Real Estate

- Max Holding B.V. owns 25%

- Seat in Hungary

- Owns Balaton Lake Castle

- Potentially sold and/or in the process of being sold

Castle Arch Real Estate L.L.C.

- Seat in California, USA

- Max Holding B.V. owns shares amounting to 1.5 mil EUR

- Start-up company

Max UK

- Poor financial situation

- Owns Max Two UK (in liquidation)

Carmon Real Estate Ltd.

- Seat in Israel

- Owns the targeted premises

Acquisition of the Tel Aviv Premises by Belmond Ltd.