1

This document is confidential. If you are not the intended recipientplease notify immediately, you should not copy it or use it for any

other purpose, nor disclose its contents to any other persons October 2007

www.luxmanholding.com

Group

2

The Luxman Group has been recently formed; in fact, its leading company, Luxman Spa, began operating as a financial holding company in the course of 2005.

The Group has been created to express and propagate the Italian style throughout the world. That means getting high quality and excellence, just combining entrepreneurship, managerial ability, creativity, tradition and innovation.

Since December 2005, the holding company’s core business has focused on improving its portfolio investments in those economic sectors in which its owners and managers have a specific know-how.

In addition, it has pursued a targeted and cautious diversification in sectors whose profitability makes them of particular interest.

Luxman’s core competence is primarily in high-end tourism, in which it has proven experience and expertise. Luxman itself monitors and coordinates the Group, offering support services to the management of the various activities, and also contributes to integration processes at both the image and business level. Furthermore, Luxman acts as a veritable think tank for strategies to develop the Group, its products and services.

Quality culture – Luxman’s founding and driving force – is also reflected in the Group’s internal and external ethical and social commitment.

About us

3

Group’s Companies

Luxman SpA 

IRT Srl 

100%

 

TCL SpA 

100%

 

IVER SpA 

50%

TCL Focus Entert. Ltd

 100%

TCL RE Project Management SpA  

100% 

TCL RE SpA 

100%

 

ECR SpA

 90%

4

Holding

Luxman SpA capital 1,000,000.00 euros, main office in Rome, Via Carissimi 26 

Luxman Spa is the Group’s holding company. The object of the company is to acquire, sell and manage its holdings in companies active in the tourism, real estate, financial, industrial, commercial sectors, as well as to manage services offered to the Group’s other companies. In January 2005, it began acquiring holdings traditionally held, in the past, by the reference shareholder of Luxman Spa, acting as a financial holding company focused primarily on the tourism sector, a field in which it draws on almost twenty years of experience and expertise.It is run by a Board of Directors composed of 5 directors.

Subsidiary Companies

IRT Srl, capital 10,400.00 euros, main office in Rome, Via G.B. Martini 6

IRT has been in the national and international market since 1973 and specializes in the economic sector and marketing in the fields of hospitality and territory development. It is intended for private operators and Public Administration Officers and, according to the specific needs of its customers, it offers specific counseling, carries out analyses and research, drafts business plans, identifies and develops projects for the realization and promotion of entrepreneurial activities for the entire tourism industry. IRT’s areas of intervention include, especially: the planning of strategies to implement territories and tourist areas; advising, preparing appraisals and feasibility studies during the start up as well as during the re-launching of business; assistance and services for setting up development initiatives; training and recruitment for tourist facilities. The company utilizes dynamic and advanced instruments and is able to provide the best planning for each phase of the entrepreneurial cycle and for the attainment of subsequent economic and managerial goals.IRT is run by a Board of Directors composed of 3 directors

 

Group’s Companies (follows)

5

Group’s Companies (follows)

TCL SpA, capital 103,200.00 euros, main office in Rome, Via Caccini 1 TCL works in the luxury tourist and travel sectors, and its strategy aims to create an integrated offer, which will stand out for its quality. It addresses a particularly demanding target: people who are experienced travelers and look for those details that will turn any trip into a once in a lifetime experience. At the same time, TCL offers service and management solutions for all high level facilities working in the same field. The spirit of the company is a blend of two different managerial cultures, which coexist and interact in order to create a unique wide-ranging offer. The tradition of hospitality brings the selection and the management of charming facilities, specializing in support to all operators who share these same values and characterized by excellence. And the culture of travel finds its way through the creation of all-inclusive offers, planning every trip down to the very last detail. The combination of these two approaches is the foundation of a constant evolving luxury tourism, which aims to anticipate and satisfy the market’s request. For this purpose, TCL has created special Divisions, each one of them dedicated to a specific activity.

  The Hospitality Division is responsible for the management and development of the networks identified with Charming e IHM brand names, which TCL owns, and of other kinds of tourist facilities and luxury hotels. The networks combine charming hotels located in the most fascinating sites of the world. The Hospitality Division has also started a growth path affiliating selected restaurants, shops, golf and yacht clubs, which will add to the Charming Hotels & Resorts. Participating in the network means benefiting from special support and services, as well as an interesting business development for all partners. The Division works at international level through the help of foreign collaborators and offices. Furthermore, thanks to the experience reached through the years in the hotel business, it gives assistance and technical advice in the management of independently owned hotels, which are not part of the network.

  The Travel Division is responsible for the travel sector, and has a specific Tour Operator authorization and great expertise in the MICE (meeting, incentive, congress, event) field. The strategy of this division includes the opening of Travel Bureaus, specifically agencies specialized in the organization of exclusive and personalized trips. Its goal for the future is developing a sales network in franchising and making the tour operators’ offers of charming and first-rate trips available on the web.

  The Procurement Division is the operation center for the selection of goods and services that could help the tour-operators. It offers specific advice and, thanks to centralized negotiations, it is able to obtain financial advantages presenting a very good price-quality rate and to simplify the acquisition’s procedures, saving time, as well. The Division’s field of reference provides effective synergies with TCL Hospitality Division and a wide range activity in the hotel and refreshment’s segments.

  TCL is run by a Board of Directors composed of 7 directors.

. 

6

Group’s Companies (follows)

TCL RE Project Management SpA, capital 200,000.00 euros, main office in Rome, Via Carissimi 26

TCL RE Project Management SpA, formed on March 29th 2006, but operative as a division inside TCL SpA previously, carries out the following activities. Design & Contract of interiors and outside of tourist facilities and incoming properties such as hotels, restaurants, bars and yacht and golf clubs, as well as Project Management for the designing and coordination of renovations in all the sectors connected to tourism. In order to develop preventive feasibility studies, to follow up on the building works, to optimize efficiency, to keep a constant monitoring of times and costs in the cases of renovation works, as well as of new building activities, it offers a full and centralized service and avails itself of a highly qualified staff. As for interior design procedures, TCL RE Project Management works according to the principals of quality and taste in harmony with Italian style, which marks Luxman and all its components. It is run by a Board of Directors composed of 3 directors.

TCL RE SpA, capital 150,000.00 euros, main office in Rome, Via Carissimi

26 Based on the experience TCL SpA has consolidated and on the negotiation still outstanding for the acquisition of real estate properties utilized by the hotel business, TCL RE was formed to carry out tasks of Property and Asset management. In fact, the company offers its specific advice in the conveyance, improvement and lease of real estate properties intended for the hospitality world, operating in accordance with careful assessments of the market trend and costumers’ needs. Specifically, it is responsible for: real estate purchase and management, third parties real estate management and development of projects aimed to increase profitability. In this way, TCL Real Estate interventions provide deep financial and territorial marketing analysis aimed to identify the most effective solutions, according to the different environments, with management formulas encompassing financial, legal, technical and business areas, as well as taking into account the real estate characteristics which could differ according to location, dimensions and use. It is run by a Board of Directors composed of 3 directors.

7

Group’s Companies (follows)

Focus Entertainment ltd, capital 1,000 British pounds, main office in

London Focus Entertainment ltd operates in the entertainment sector – mainly music – acting as a record label, promoting and managing artists’ images, and organizing cultural and artistic events. In particular, Focus’s mission is to discover new talents through a careful analysis of market trends and to provide subsequent managerial services to protect the artistic integrity and development. As a record label, Focus produces and economically supports the final product, handling its distribution and related agreements. Its Publishing activity also involves selecting and acquiring the copyrights of tunes considered to have great potential for success, and capitalizing on them through various activities, including creating compilations and using the tunes in advertising spots or on soundtracks. TCL Focus Entertainment acts also as a travel agency, specializing in the entertainment and event’s field. In fact, it is able to offer professional artists for various events, especially for those facilities working in the world of tourism, and qualified professionals for the arrangement of conferences, exhibitions, and demonstrations. It is run by a single Director.

ECR Spa, capital 120,000.00 euros, main office in Siena, Via di Città 43

ECR Eurocredit Riscossioni offers a set of integrated services in the field of debt collection, from the analysis of the insolvency risk to a comprehensive recovery plan, as well as the collection itself. It uses innovative instruments combined with a computerized coordination system including constant monitoring of the results. It also identifies the best ways of intervention, according to each specific need. ECR avails itself of highly specialized personnel and works throughout the nation maintaining all the different phases of the credit cycle, aimed at reaching total management. In particular, it addresses banks and financial institutions, leasing societies, companies and public administrations. Furthermore, through its Call Centre, ECR offers customer care and telemarketing services, especially organized for post-selling protection measures (or fidelity activities) and a personalized management of the Toll-Free Number.

It is run by a Board of Directors composed of 5 members.

 

8

Group’s Companies (follows)

Other non-majority Holdings

 

Iver Spa (Istituto per la Valorizzazione dell’Energia Rinnovabile, or Institute for the Improvement of Renewable Energy): plans, implements, develops and manages industrial initiatives in the energy sector regarding alternative energy sources such as wind-power plants and solar panels. The company is thus active in an innovative area with significant growth prospects, and in which considerable investments are being made.   

 

9

Objectives

Mission

 

The Luxman Group’s “mission” is to manage, acquire and sell holdings in order to gain and increase value, and to offer services to shareholding companies through the following short- and medium-term strategies:

 

1) Organizing the holding company in order to effectively monitor the holdings’ performance by preventatively and accurately predicting the economic and financial development of the Group’s companies in the short- and medium-term, and subsequently monitoring these predictions on a monthly basis.

 

2) Organizing the subsidiary companies in order to optimize the sales and production processes of the goods and services offered, increasing positive earnings and cutting unnecessary or excessive costs.

 

3) Developing or acquiring holdings in those sectors where the Group’s top management already has know-how and proven experience, and potentially expanding into new areas of activity always related to those sectors already managed.

 

4) Selling holdings that do not satisfy the aforementioned criteria in order to achieve an optimal balance between the need for rapid divestiture (useful for acquiring financial and human resources for reinvestment in sectors of interest) and the need to maximize the surplus revenue and minimize the capital loss from transfer.

 

5) Consolidating the image of the Group and its individual companies through effective and ongoing communication activities aimed at informing the main internal and external stakeholders about the Group’s development and its characteristics and specificity.

 

6) Managing human resources within the Group and its individual companies creating the economic, ethical and environmental conditions necessary for developing a sense of belonging to the Group and pride in being part of it.

 

10

Objectives (follows)

The Group’s “vision” is motivated by the desire to consolidate holdings along four main lines of activity in the tourism sector (mainly hotels, yet also encompassing restaurants, golf and yacht clubs, shops).  Another area is made of the presence in businesses that go “beyond Tourism”.

 

1. Hospitality & Travel – “Management” Area. It acquires, develops and consolidates management present in the incoming tourist sector, on its account or for third parties, directly or in franchising. It arranges and proposes individual trips, as well as initiatives in the MICE (meeting, incentive, congress, event) field.

The companies involved in this Sector are TCL and the Holding.

 

2. Procurement & Facility Management - “Supporting and side Services” Area. It offers, directly or though the help of third parties having an arrangement with it, a full range of services supporting the managerial “core”, which are addressed to a specific person and/or to a facility.

The companies involved in this Sector are TCL, IRT,TCL RE, TCL RE Project Management and the Holding.

 

3. Real Estate & Property Management - “Real Estate” Area. It purchases, develops, rents or sells real estate properties utilized by tourist activity.

The companies involved in this Sector are TCL RE and the Holding.

 

4. Design & Contract - “Tourist Real Estate Designing and Renovation” Area. It offers a full service of centralized management in designing and redevelopment works.

The companies involved in this Sector are TCL RE and TCL RE Project Management.

 

5. Diversification Management. With a point of view based on innovation and a cautious diversification, it manages the presence in sectors which are not part of its specific “core competence”, but are very interesting in the prospects of growth they offer.

11

Philosophy and values

  

The Luxman Group is run according to the following ethical principles:

 

- social and environmental sustainability of its activities,

- fairness vis-à-vis its competitors,

- veracity and clarity in its communications,

- equity and protection of its workers and collaborators,

- contribution to the pursuit of peace, harmony and solidarity between human beings, whatever the races and religions are.

Social commitment

Under current social and market scenarios, even the business world has to reassert and protect man’s central position and dignity through direct involvement.

As a result, Luxman has chosen to be actively socially responsible and to contribute concretely to implementing solidarity projects for society’s weakest members.

In fact, the Group supports the Human Life Fund (HLF) with donations that subsidize interventions aimed at sustainable development.

HLF promotes activities aimed at protecting man and the environment and encouraging better life conditions for populations living in difficult circumstances. Through its very high-level Scientific Committee, which includes Nobel Prize winners, HLF guarantees the seriousness and transparency of the organizations with which it collaborates, and suggests projects to its supporters, keeping them continually informed about the development of each phase.

Luxman’s commitment shows an entrepreneurial culture, which is sensitive to society’s values and promotes ethical conduct through the development of its own activities.  

12

  

The Group’s core competence is in the tourism sector, where it is mainly applied in the sub-sectors of hotel management and related real estate and building activities.

In fact, the President of Luxman Spa is also the Founder of TCL (2003) and, prior to that, of “The Charming Hotels” network (1987), which managed three exclusive hotels in Rome, Florence and Siena.

Its direct and proven experience in hotel management have also enabled the Group to gain strength in this same entrepreneurial sector – tourism – by indirectly participating in or supporting management through franchising or offers of full management. Particularly notable within the Group’s managerial core competence is its Top Management that is entitled to specific career prospects in the areas of both Marketing and Sales.

Today, over 100 hotels around the world are part of the “Charming Hotels and Resorts” chain, a brand managed by TCL, which is assisted by IRT in researching and expanding its market.

The Luxman Group’s core competence into the field of real estate and construction initiatives for tourism, draws on the professional competence always present in its Top Management, with its considerable store of acquired experience, enabling it to also cover the entire branch of facility management.

Core Competence