RCS Luxembourg B183512 Share Capital

GL Europe Summit S.à r.l.

25A, Boulevard Royal

L-2449 Luxembourg

R.C.S. Luxembourg B183512

Share Capital : GBP 12,000

Annual Accounts

For the year ended 31 December 2014



Management Report for the year ended 31 December 2014

The Board of Managersare pleasedto presentitsmanagementreport andaccountsof the Company for the yearended 31 December 2014.

Principal Activities

The principal activities of the Company are the holding and financing of group companiesand investment in

properties.

Results and Appropriation

The resultsof theCompany for theperiod is setout in the profit and lossaccountof theCompany.

Capital

The Company was incorporated in Luxembourg on 9 December 2013 with subscribed share capital of GBP

12,000divided into 12,000shareswith a par value of GBP 1 each.

Future Developments

The Managementdoes not anticipate any major changes during the coming financial year and expects tocontinue with its activities.

Financial risk and capital management

The Company is exposed to a variety of financial risks, which include credit risk, market risk (primarily

foreign exchangerisk and interestrate risk) and liquidity risk. Managementis responsiblefor themanagement

of financial risks. Their objective is to minimize adverse impacton the Company’s financial performancedueto theunpredictability of financial markets.

Post Balance Sheet Events

No matters or circumstances of importance have arisen since the end of the financial year which have

significantly affectedor may significantly affect the operationsof the Company, the resultsof thoseoperationsor theaffairs of theCompany.

Page 1


R.C.S. Luxembourg 8183512

Management Report for the year ended 31 December 2014

Luxembourg

The ManagersI9 June BOIS

mm:liichordStabinsky‘

Page 2

Audit report

To the Board of Managers ofGL Europe Summit S.à r.l.

Report on the annual accounts

We haveauditedthe accompanyingannual accountsof GL Europe Summit S.à r.l., which comprisethebalancesheetasat 31 December2014, the profit and lossaccountfor theyear ended31 December2014and a summary of significant accounting policies and other explanatory information.

Board of Managers’ responsibility for the annual accounts

Board of Managers is responsible for the preparation and fair presentation of these annual accounts inaccordancewith Luxembourg legal and regulatory requirements relating to the preparation of theannual accounts, and for such internal control as the Board of Managersdetermines is necessarytoenable the preparation of annual accounts that are free from material misstatement, whether due tofraud or error.

Responsibility of the “Réviseur d’entreprisesagréé”

Our responsibility is to expressan opinion on theseannual accountsbasedon our audit. We conductedour audit in accordancewith International Standardson Auditing as adoptedfor Luxembourgby the“Commission de Surveillance du Secteur Financier”. Those standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance about whether theannual accounts are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosuresin the annualaccounts.The proceduresselecteddependon thejudgment of the “Réviseur d’entreprisesagréé”, including the assessment of the risks of material misstatement of the annual accounts, whetherdue to fraud or error. In making those risk assessments,the “Réviseur d’entreprisesagréé” considersinternal control relevant to the entity’s preparation and fair presentation of the annual accounts inorder to designaudit proceduresthat are appropriate in the circumstances,but not for the purposeofexpressing an opinion on the effectiveness of the entity’s internal control. An audit also includesevaluating the appropriateness of accounting policies used and the reasonablenessof accountingestimatesmadeby the Board of Managers,aswell as evaluatingthe overall presentationof the annualaccounts.

Webelievethat the audit evidencewe haveobtainedis sufficientand appropriate to provide a basisforour audit opinion.

Pricewaterh0useCoopers,Sociétécoopérative, 2 rue Gerhard Mercator, B.P. 1443, L-1014 LuxembourgT: +352 494848 1, F: +352 494848 2900, www.pwc.lu

Cabinetde révision agréé. Expert-comptable (autorisation gouvernementalen°10028256)R.C.S. Luxembourg B 65 477 - TVA LU25482518

pwc

Opinion

In our opinion, the annual accounts give a true and fair view of the financial position ofGL Europe Summit S.à r.l. as of 31 December2014, and of the results of its operationsfor the yearended 31 December 2014 in accordance with Luxembourg legal and regulatory requirements relating tothe preparation of the annual accounts.

Other matter

The 2013 correspondingfigures presentedin the 31 December2014 annual accountsof the Companyhave not been audited.

Report on other legal and regulatory requirements

The managementreport, which is the responsibility of the Board of Managers, is consistentwith theannual accounts.

Pricewaterhousecoopers,Sociétécoopérative Luxembourg, 19 J une2015Represented by

Kenneth Kai Siong Iek

ASSETS

Formation expenses

Fixed assets

Tangible fixed assetsFinancial fixed assets

Total fixed assets

Current assets

Cash at bank

Debtors

Total current assets

TOTAL ASSETS

LIABILITIES AND EQUITY

SHAREHOLDER'S EQUITY

Subscribedcapital

Share premium reserve

Profit or lossbrought forward

Loss for theyear/period

Total equity

LIABILITIES

Subordinated debts

Non subordinated debts

Provisions for taxation

Total liabilities



Balance Sheet

Notes

TOTAL LIABILITIES AND EQUITY

Page 5

As at As at

31 December 31 December

2014 2013

GBP GBP

454,278 -

23‚928,624 -

1 -

23,928,625 -

302,917 12,000

698,350 -

1,001,267 12,000

25,384,170 12,000

12,000 12,000

4,899,684 -

(2,682) -

(693,821) (2,682)

4,215,181 9,318

5,409,298 -

15,757,009 -

2,682 2,682

21,168,989 2,682

25,384,170 12,000


R.C.S. Luxembourg Bl83512

Profit and Loss Account

Notes

INCOME

Gross profit 13

Other interest and other financial income

CHARGES

Interest and other financial charges 14

Value adjustmentson formationexpensesand

on tangible and intangible fixed assets 15

Other operatingcharges 16

Loss before taxation

Income tax

Loss for the year/period

Page 6

Year ended Period ended

31 December 31 December

2014 2013

GBP GBP

822,647 -

580 -

823,227 —

(807,727) -

(524,701) -

(182,020) -

(691,221) -

(2,600) (2,682)

(693,821) (2,682)

1.

E"



Notes to the Annual Accounts for the year ended 31 December 2014

General

GL Europe SummitS.à r.l. (the "Company") is a “société à responsabilitélimitée” incorporatedunder the

laws of Luxembourgon 9 December2013 for an unlimitedperiod. The registeredoffice of the Companyis located at 25A, Boulevard Royal, L-2449 Luxembourg.

The Company's financial year startson lst January and endson 31st December of eachyear. As at 31

December2014, theCompanywaswholly ownedby GL Europe REl Bondco Holdings S.à r.l.

Basedon the criteria defined by Luxembourg Law, the Company is exempt from the obligation to draw

up consolidatedaccountsand a consolidatedmanagementreport for the year ended31 December 2014.

Therefore, in accordancewith the legal provisions, these annual accounts were presentedon a non-

consolidatedbasisfor theapproval of the shareholders.

The Company is included in the consolidatedaccountsof GL Europe RE Holdings S.à r.l. ("GLEU REHoldings") forming the largestbody of undertakingsof which the Company forms a part as an indirect

subsidiary undertaking. The consolidatedaccountsof GLEU RE Holdings are available at its registeredoffice at 25A, Boulevard Royal, L-2449 Luxembourg.

ln addition, the Company is included in the consolidatedaccountsof GL Europe REl Bondco Holdings

S.à r.l. ("GLEU Bondco") fonning the smallest body of undertakings included in the body of

undertakingsreferred to in the above-mentionedparagraphof which the Company forms part as a direct

subsidiary undertaking. The consolidated accounts of GLEU Bondco are available at its registeredoffice at 25A, Boulevard Royal, L-2449 Luxembourg.

The principal activitiesof the Companyare the holding and financingof group companiesandinvestmentin properties.

Summary of significant accounting policies

The principal accountingpolicies applied in the preparationof theseaccountsare set out below. Thesepolicies havebeenconsistentlyapplied unlessotherwisestated.

. Basis of preparation

The annual accounts have been prepared in accordance with Luxembourg legal and regulatoryrequirementsunder the historical cost convention. Accounting policies and valuation rules are, besides

theone laid down by the law, determinedandapplied by the Board of Managers.

The preparation of annual accounts requires the use of certain critical accounting estimates. It also

requires the Board of Managers to exercise its judgement in the process of applying the accounting

policies.Changesin assumptionsmayhavea significantimpactontheannualaccountsin theperiodinwhich the assumptionschanged.Managementbelieves that the underlying assumptionsare appropriate

andthat the annualaccountstherefore presentthe financial position andresults fairly.

The Companymakesestimatesandassumptionsthat affect the reported amountsof assetsand liabilities

in the next financial year. Estimates and judgements are continually evaluated and are based on

historical experience and other factors, including expectationsof fiiture events that are believed to bereasonable under the circumstances.

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b. Fixed assets

(i) Tangible fixed assetsare statedat cost less accumulateddepreciationand accumulatedimpairment

losses. The property is depreciatedon a straight-line basis over its estimateduseful life of 33 years.Land is not depreciatedas it is deemedto have an infinite life. At the end of each calendar year, the

Board of Managers determines in good faith the estimatedrecoverable value of the asset. Where the

carrying amount of an asset is greater than its estimated recoverable amount, it is written down

immediately to its recoverable amount. These value adjustmentsare not continued if the reasons for

which they were made have ceasedto apply. Gains and losseson disposal of tangible fixed assetsare

determinedby referenceto their carrying amountsand recorded in theprofit and lossaccount.

(ii) Shares in affiliated undertakingsare valued at acquisition cost. Where the carrying amountof the

shares in affiliated undertakings is greater than its estimatedrecoverable amount, it is written down

immediately to its recoverable amount. These value adjustmentsare not continued if the reasons forwhich they were made have ceased to apply.

c. Foreign exchange transactions and translation

The Companymaintains its booksand records in british pound sterling (“GBP”). Incomeand expensesdenominatedin currenciesother thanGBP are translatedat the exchangerate effective at the dateof thetransaction. Current assets and liabilities denominated in currencies other than GBP are translated at the

rate of exchangeprevailing at the balance-sheetdate. Foreign exchangegainsand lossesare recorded in

theprofit and lossaccount.

Non-current assetsexpressedin currenciesother thanGBP are translatedinto GBP at the exchangerateeffective at the time of transaction.At the balancesheetdate, theseassetsremain translatedat historical

exchangerates.

d. Accounts receivable

Accounts receivable are recorded at nominal values less provisions for doubtful debts, if any.

Recoverability of receivables relating to rental income are assessedon a tenant by tenant basis

throughoutthe year. Receivables are subject to value adjustmentswhere their recovery is compromised.These value adjustmentsare not continued if the reasons for which they were made have ceasedto

apply-

e. Cash and cash equivalents

Cash includes cash on hand and cash with banks. Cash equivalents are short-term, highly liquid

investmentsthatare readily convertible to knownamountsof cash.

f. Long-term debts

Long-termdebtsrepresentliabilitiesundertakenfrom banksand financial institutionto financethepurchaseof real estateinvestmentpropertiesandare initially recognizedat historicalcostwithinnon-current liabilities. lt is comprisedof Ioanswith a maturity dateof greater than 12 monthsafter the year

end date. When the amountrepayable is greater than the amountrecorded, the difference is recorded in

theprofit and loss.

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R.C.S. Luxembourg B1835l2


. Taxation

The Company and its subsidiary are subject to taxation in the countries in which they operate. Current

taxation is provided for at theapplicable current rateson the respectivetaxable profits.

Significant judgement is required in detemiining the total provision for income taxes. Where the final

tax outcome is different from the amountsthat were initially recorded such differences will impact theincome tax provision in the year in which the determination is made.

. Deferred income tax

Deferred income tax liabilities are provided in full, on temporary differences arising between the tax

basesof assetsand liabilities, and their canying amountsin the accounts.Deferred incometax assetsand

liabilities are determinedusing tax ratesand laws that have beenenactedor substantiallyenactedby the

balancesheetdate and are expectedto apply when the deferred incometax liability is settled. Deferred

incometax assetsare not recognizedunlesstheir recovery is settled.

'. Provisions and expense accruals

A provision is recognizedwhen the Company hasa presentobligation (legal or constructive) as a result

of a past event and it is probable that an outflow of resourcesembodying economic benefits will be

required to settle the obligation and a reliable estimatecan be made of the amountof the obligation.Provisions are reviewed at eachbalancesheetdateandadjustedto reflect the current bestestimate.

'. Deferred income

Deferred incomerepresentsrental income invoiced in advanceto tenantsas at the balancesheetdatebut

which relatesto future subsequentyears.

. Revenue recognition - rental income

The Company leases its property to tenants under agreementsclassified as operating leases. Rental

incometogetherwith any related rental incentives representsrents chargedto tenantsand is recognizedon a straight line basis over the term of the lease.

. Expense recognition

Expensesare accountedfor on an accrual basisand are chargedto the profit and loss. Those incurred in

the acquisition of an investment are capitalized as part of the cost of acquisition of the investment.

Expensesarising on the disposalof investmentsare deductedfrom the disposalproceeds.

. Interest on debt

Intereston debtexpenserelatesto the interestpaid andpayableon debt.

. Contingencies

Contingenciesare not recognized in the accounts.They are disclosedunlessthe possibility and outflow

of resourcesembodyingeconomicbenefitsis remote.A contingentassetis not recognizedin theaccountsbut disclosedwhen an inflow of economicbenefits is probable.

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R.C.S. Luxembourg Bl835l2


3. Subscribed capital

The fully paid subscribedcapital of GBP 12,000is representedby 12,000shareswith a par value of GBP 1each.

4. Taxation

The Company is subjectto all taxesapplicable to Luxembourgcommercialcompanies.

5. Formation expenses 2014 2013

Capitalized loan issuanceexpenses

At beginningof year/period - -

Capital expenditureincurred during the year/period 485,579 -

At endof year/period 485,579 -

Accumulated Amortization

At beginningof year/period - -

Amortization during the year/period 31,301 -

At endof year/period 31,30] -

Net book value at endof year/period 454,278 -

The capitalized loan issuanceexpensesrepresent the transaction costs that are directly attributable to the

SterlingTermFacility(Note12) andwill beamortizedoverthetenureof theFacility.

6. Tangible fixed assets 2014 2013

The movementsof theproperty during theyear/periodare asfollows:

Gross bookvalue atbeginningof year/period - -

Purchaseduring theyear/period 24,000,000 -

Capital expenditureincurred during theyear/period 422,024 -

Gross book value at endof year/period 24,422,024 -

Accumulateddepreciationand impairmentat beginningof year/period - -

Depreciationduring theyear/period 493,400 -

Accumulateddepreciationand impainnentat endof year/period 493,400 -

Net book value at beginningof year/period - -

Net bookvalue at endof year/period 23,928,624 -

This property is knownas The Summit,address100 EasternBoulevard, Leicester,LE2 7JD, UnitedKingdom.

As at 31 December2014, thispropertywasappraisedby an externalvaluerat approximatelyGBP 25.38million. The Boardof Managersbelievesthattheestimatedrecoverableamountof thispropertyis higherthanthe carrying value, therefore no impairmentchargewas recognizedasat 31 December2014.

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R.C.S. Luxembourg B1835l2


7. Financial fixed assets 2014 2013

Investments in subsidiary

Countg; % owned

GL Europe Summit UK Limited United Kingdom 100% 1 -

8. Cash at bank 2014 2013

Cashat bankdenominatedin GBP - generalaccount 300,275 12,000

Cashat bankdenominatedin GBP - pledgedaccounts(Note 12) 2,642 -

302,917 12,000

At 31 December2014, the cashbalanceswere held at The Royal Bank of Scotland.

9. Debtors 2014 2013

Becoming due and payable within one year:

(i) Amountsowed by affiliated undertakings

(a) Due from GL Europe Summit UK Limited

Rental receivable 235,537 -

(b) Due to GL Europe Summit UK Limited

Current accountbalance (1) -

(c) Due to GL Europe RegentsCourt S.à r.l.

Current accountbalance (1 1,3 52) -

Net amountsowed by affiliated undertakings 224,184 -

(ii) Other receivables

(a) Other 36,000 -

Total other receivables 36,000 -

Total debtorsbecomingdue andpayablewithin oneyear 260,184 -

Becoming due and pavable after more than one year:

(i) Interestreserveaccount 438,166 -

The interestreserveaccountrepresentstheamountheldby theLenderundertheSterlingTermFacility(Note 12) in bare trust for the benefit of the Company. The Lender is authorized by the Company towithdraw from the interestreserve accountto cover any shortfall in relation to interestpaymentsor feesdue from theCompanyto the Lender.

Total debtorsbecomingdueandpayableafter more thanoneyear 438,166 -

Total debtors 698,350 -

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l0.

ll.

12.

GL Europe Summit S.à r.l.R.C.S. Luxembourg Bl83512


Shareholder's equity

The movementsin shareholder'sequity are as follows:Subscribed Share Revenue Total

capital premium reserve Equity

At incorporationon 9 December2013 12,000 - - 12,000

Loss for theperiod - - (2,682) (2,682)

Movementsduring the period - - - -At 31 December2013 12,000 - (2,682) 9,318

At 1 January 2014 12,000 - (2,682) 9,318

Loss for the year - - (693,821) (693,821)

Movementsduring theyear - 4,899,684 - 4,899,684At 31 December 2014 12,000 4,899,684 (696,503) 4,215,181

Under Luxembourg law, 5% of the net profit of the year must be allocated to a legal reserve until such

reserve equals 10% of the issuedsharecapital. This reserve is not available for dividend distribution. Therehas been no allocation to legal reserve.

Subordinated debts 2014

Balances with intermediate holding company - GL Europe RE1 Holdings S.à r.l.Becoming due and Davable within one year:

2013

Interestpayableonjunior and senior loans 209,367

Current account balance 64,245

273,612

Becoming due and pavable afler more than one vear:

Junior loan 5,135,686

Senior loan -

5,135,686

Total subordinated debts 5,409,298

The junior loan is unsecured,bearsa fixed interestof 12% per annumandmaturesin 2016. The senior loanwas unsecured, bore a fixed interest rate of 3.5% per annumand was fully repaid during the year ended31

2013

December 2014.

Non subordinated debts 2014

Becoming due and payable within one vear:

Interestpayableon Sterling Term Facility 43,936

Accrual andotherpayables 46,90890,844

Becoming due and payable after more than one vear:

Sterling Term Facility 15,666,165

Total non subordinated debts 15,757,009

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12.

13.

14.

15.

16.

17.

18.




Non subordinated debts (continued)

On 29 August 2014, the Company entered into an approximately GBP 15.67 million Sterling Term FacilityAgreement (the "Facility") with a financial institution which was fully drawdown during the year. The

Facility bears interestat 1.45% above 3-Month London InterbankOffered Rate ("LIBOR") and repayableon

the fifth anniversaryof the drawdown date. The Facility is securedby way of a debentureover the assetsand

undertakingsof the Company including a legal mortgageon the Company'sproperty (Note 6), an assignment

of rental proceeds from the property, the insuranceson the property and a first ranking pledge over theCompany's bank accounts (Note 8).

Gross profit 2014 2013

Rental income from subsidiary 822,647 -

Interest and other financial charges 2014 2013

Interestonjunior/senior loans (694,264) -

Intereston Sterling Tenn Facility (106,240) -

Bank charges (7,223) -(807,727) -

Value adjustments on formation expenses

and on tangible and intangible fixed assets 2014 2013

Depreciationof property (493,400) -

Amortization of capitalized loan issuanceexpenses (31,301) -

(524,701) -

Other operating charges 2014 2013

Legal andprofessional fees (165,028) -

Accounting andaudit fees (16,992) -

Other operatingexpenses - -

(182,020) -

Off balance sheet items

There are no off balance sheet items as at 31 December 2014 and 2013.

Subsequent events

No matters or circumstancesof importance have arisen since the end of the financial year which have

significantly affected or may significantly affect the operations of the Company, the results of thoseoperationsor the affairs of theCompany.

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RCS Luxembourg B183512 Share Capital

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