SHOPPING MALL SKALA MINSK,

BELARUS

|INVESTMENT GROUP

BUSINESS PROPOSAL

PRESENTATION

About the CompanyGroup of companies "Rapa" invests constructing shopping malls, office and business centers in Belarus and Russia.

Our company has extensive experience working with multinational companies.From 1995 to 1999 Group of companies Rapa has been working as the official distributor of such well-known companies as Wrigley, Nestle, Unilever.

The successful experience of extensive international collaboration our company implants as the developer.

About the CompanyThe group includes the following companies:The retail chain of hypermarkets under the brand GREENThe retail DIY hypermarkets chain (construction materials), under the brand HAUSMASTERin April 2013 enters into force the exclusive franchise of INTERSPORT, it is the base the sporting goods retail operator will operate Engineering Company (services related to the design, supervision and control over the construction)The consulting company (services by the technology of large shopping malls construction)The Child Park "Dino" in Minsk (children's entertainment)

Our projectsThe following major facilities are constructed and put into operation in the Republic of Belarus :

The shopping mall "Gallery" in Soligorsk The hypermarket «GREEN» in Soligorsk The children's amusement park "Dino" in Minsk.

The following major facilities are being constructed: The shopping mall “SKALA" in Minsk The shopping and entertainment mall "GREEN" in Vitebsk

A number of shopping centers in the capital city, regional and district towns is In the stage of construction, design or land lots allocation :

The hypermarket HAUSMASTER in Soligorsk, Shopping malls GREEN in Polotsk, Slutsk, Pinsk, Bobruisk,

Lida.

Our achievementsOur company works for more than 17 years. During this time we have managed to become one of the largest Belarusian investment companies. We have extensive experience with many complex projects in Belarus and Russia.

The first hypermarket GREEN was opened in Soligorsk - the capital of Belarus miners. Open Joint Stock Company "Belaruskali" - one of the largest in the world and the largest in the CIS producer and supplier of potash fertilizers, it is located in Soligorsk.

Therefore Soligorsk district is the leader among the Belarus districts concerning the average wage. According to the latest data from the National Statistical Committee of the Republic of Belarus the average monthly salary in the first half of 2012 amounted to $ 679.

Our development programme

Plans for developing the shopping malls chain in the Republic of BelarusThe company plans to commission and put into operation in the Republic of Belarus more than 15 hypermarkets and shopping malls by the end of 2015. Four of shopping malls will be built in Minsk. The gross area of each one will vary from 10,000 m2 to 120,000 m2 .Our key decisionOur group of companies will handle the grossery retail hypermarket chain and DIY hypermarket chain personally.The shopping malls will be managed by the company’s private management as well.

Target offer

We express our keen interest to cooperate with your company and offer placement of your shops in all our shopping malls.

As the pilot project we can offer placement of your shop in the shopping mall “SKALA" in Minsk which started operating in end of 2013. The very shopping mall area is 43,000 m2.

Competitive environmentThe commercial real estate market in Minsk has extremely low vacancy rate, not only in shopping malls and street retail of the city center, but also on less busy streets.

The factor of under-use of the shopping malls is less than 2%.The is no free space in the most successful shopping malls, and waiting lists of potential tenants are made.

Major Minsk shopping malls(according to the National Statistical Committee of 1 - Q3 2012)

shopping malls with a total area of 5000 m2 with a single management are analyzed .

Main indicators of the shopping malls in Minsk  №

characteristics

Total area, thousand

m2

Leasable area, thousand m2

1 The total supply of existing facilities 270,4 103,1

2 Commissioned in III quarter 2012 45,9 23,3

3 The total area of shopping malls under construction, claimed to be commissionedin 2012-2014.

850

Major Minsk shopping mallsOther indicators of the shopping malls in Minsk

The total retail space commissioned in III quarter was approximately 59.5 thousand square meters, including 45.9 thousand square meters in shopping malls with a total area of more than 5 thousand square meters/with a single management.

These malls are relatively small and are categorized as the district and neighborhood shopping malls. For the current moment, provision of Minsk residents with the quality retail space rates to 54.6 square meters per 1000 people.

№ characteristics value

1 The vacancy rate 1,9 %

2 Mall’s attendance on weekdays, 1,2 – 33,3, ths. / day

3 Mall’s attendance on weekends 1,5 – 37,6, ths. / day

4 Provision of Minsk residents with retail space

54,6, square. m/1000 people

Major Minsk shopping mallsMinsk shopping malls, commissioned in III

quarter 2012 г.

It is important to note that the vacancy rate in shopping malls in Minsk in August 2012 fell to 0.8%, and only with the opening of the shopping malls “ALL” and "Nemigoff" increased to 1.9%.

Current trend is this - in the most liquid shopping malls of Minsk there is no vacant space available and waiting lists are compiled.

Title Address Total area, thousand m2

Leasable area, thousand m2

Commercial opening

mall "Nemigoff" str. Nemiga 3 33523,0 12765 08.09.2012

All “ ALL “ Dolginovsky tract, 178

12339,5 10500 05.09.2012

Major Minsk shopping mallsFor 2012-2014. the following shopping malls under construction are claimed to be commissioned (by Minsk districts)

№ District Shopping mall

Frunzenskiy

RAPAckala

ProStore

Green City

Pervomaiskiy

Amadeus

Magnit Minska

Korona Uruch’e

Tsentral’ny

Zamok

Arena City

Preston Plaza

Oktyabr’skiy Galileo

Major Minsk shopping mallsPicture 1. Minsk shopping malls

Minsk shopping malls Attendance Diagramm 1.

Minsk shopping malls attendance, ths. / day

Competitive advantage of the shopping mall SKALA

Unique Placementsof the shopping mall SKALALocation of the shopping mall SKALA has great potential: the shopping mall SKALA is located at the entrance into the Frunze district of Minsk from the city center. The Frunze district is the largest one in the north-west part of Minsk. Over one million people live there at present. 44% housing in Minsk is commissioned in the Frunze district.It is planned to build two million square meters of housing in the nearest future in the Frunze district.

Unique Placementsof the shopping mall SKALAPritytskogo Street is one of the main streets

of Minsk (the shopping mall SKALA’s address: crossroads n of streets Pritytskogo andGlebko).

Pritytskogo Street is one of the longest highways, directed from east to west of Minsk. The second metro line is laid along the Pritytskog street. The very street ends out of town towards Lithuania and Poland.

The very important factor is that In the Frunze district of Minsk mostly young families reside, the vast majority of apartments are purchased for their own means.

Unique Potential of the district, where the shopping mall SKALA locatesMost residents of the district is the youth - the active part of the society - the middle class (middle managers or private entrepreneurs, the average income of households - one thousand USD per person).Purchasing power of the Frunze district inhabitants is almost the maximal one in Minsk.Buying activity also reaches a maximum (the consumer demand for young families predominates).

SKALA location on the on the Minsk map Our shopping mall is located the direction of travel from the Minsk center into the largest bedroom community.

ТЦ «Скала» (РАПА I инвестиционная группа))

SKALA’s Smart concept Brilliant Unique Features of the shopping mall SCALA is the complex concept of the mall, including internal filling, appearance, engineering and technical solutions and the subsequent management of the shopping mall.

Besides the shopping mall SCALA only the shopping mall Corona provides the complex mall’s concept, in other malls there is no concept, and, as a rule, no grocery hypermarket as an anchor tenant.

Most Minsk malls are being build with the equity method, which makes it almost impossible to manage smartly the running malls after commissioning.

Investgroupe RAPA invests, maintains construction and manages all its malls (including the shopping mall SCALA) itself.

SKALA’s Internal filling The shopping mall SKALA will have at least two anchor tenants: retail chain of hypermarkets under the brand GREEN and the sports hypermarket INTERSPORT. Both tenants express advanced world trend and start operating in Belarus for the first time. In addition, we are negotiating with the following brandholders:BENETTON, GUESS, CALVIN KLEIN, TommyHILFIGER, DEICHMANN, VERO MODA, CALZEDONIA and other. These brands attract visit shopping malls’ visitors.

SKALA’s anchor tenants

The first anchor tenant is the grocery hypermarket (own brand) GREEN presents the very actual idea of increasing the proportion of healthy foods in Belarusians’ shopping cart .

The GREEN retail grocery hypermarket chain’s strategy and its fundamental difference includes maximal rejection of products containing synthetic additives and the emphasis on selling products that contain only organic additives, without which it is impossible to imagine the modern technology of production and storage of certain products.

SKALA’s anchor tenantsThe second anchor tenant is the sport hypermarket INTERSPORT

INTERSPORT will be the first full scale sporting goods hypermarket in Belarus with a large service center.

The retail chain includes more than 5,300 Intersport stores in 39 countries. Belarus will be the fortieth country, the first store will be opened in the shopping mall SKALA.

Belarusians are sports nation in a nation-wide scale. At the same time, till now there was neither full scale sports hypermarkets in Belarus. For the first time in Belarus the world's largest network of sporting goods stores will be involved.

SKALA’s perfect architectureThe building of the shopping mall SCALA is performed with the highest class of architectural, engineering and planning solutions, the project was developed by the "Vilnius architecture studio", the author of "Acropolis" in Kaunas.

SKALA’s layoutSCALA fits into a complex landscape where the drop altitude rents to 7.5 meters. From the Glebki street the shopping center is a 3-stored one, and from the Pritytskogo street it is 2-stored.

The building of the shopping mall SKALA is highly original. In order to realize the architect's design and simulate the rocky slope the front designs were made by special technology in factories in Lithuania and Finland according to the special order. Space indicators:

Gross area 43000 м2Parking area 15000 м2Hypermarket area 9500 м2 Trade area and other 18500 м2

SKALA’s PARKINGParkingParking lot will accommodate 700 cars and is built so that each of its three levels matches the mall’s level. This arrangement has increased the cost of the parking construction due to increased floor heights up to 4.5 meters of parking compared to the standard - 1.8 m. The total cost of the parking construction exceeded 7.5 mnl. Euro. However, this solution has provided extra comfort to the mall’s visitors.

SKALA’s PARKING

Parking is equipped with a permanent supply and exhaust ventilation to dilute and remove harmful gas emission.

For to reduce the noise from the work of the ventilation systems, the attenuation device are used.

SKALA’s transport accessibility Shopping center is facing. Parking will be secured.The floors height allows to put comfortably on a covered park cars of any size. In addition is the possibility of a direct passage to the right level with each level of the shopping center parking lot.Visitors who come to the shopping center by public transport or on foot will be comfortable as well. The main sidewalk from the bus stop and from the subway exit to the mall’s main entrance from Pritytskogo street has recreation areas with the original landscape.

SKALA’s advanced engineering Super modern ventilation systemParameters of mall’s indoor air are performed in accordance with European standards. Therefore the scheme is applied ventilation with recirculation. The use of roof air conditioning units can adjust the amount of the fresh air supply, depending on the concentration of CO2 in the catchment area and, accordingly, the amount of recirculated air. At night, in the mode of air-heating roof installations operate in recirculation mode.

Said system will provide a constant supply of fresh air, as a result many hours of stay in the shopping center will not bring its guests fatigue . It excluds "the effect of the plane" when, after a stay in the room for 3-4 hours a person begins to feel the lack of clean air and depression.

SKALA’s advanced engineering

Energy efficiency in buildings

Air handling units operate on the principle of air recovery (when the exhaust air gives off heat supply), allowing efficient use of secondary energy resources. The building will be highly energy efficient.

SKALA’s technological solutions Moving between floors provided by walkways.

SKALA’s services sectorSKALA’s services sector will be decorated with the food court "Green Continent«

The mall’s visitors will have a choice between

European, Italian and

Asian cuisine.

Demand for SKALA’s retail space For the current moment, the operators of Retail in Belarus and Russia are showing great interest towards the shopping mall SKALA.A number of premises have up to 13 requests for lease, while the average rental rate is EUR 60 per m2.

And yet, our invest group uses a selective approach to the tenants selection aiming to create a harmonious, dynamic shopping mall.

SKALA’s Philosophy and Mission SKALA’s opening in Minsk would be a good alternative to shopping in the nearby EU countries - Lithuania and Poland.

Many Belarusians practice driving to the nearest EU countries for shopping. In particular Belarusian buyers are interested in fashion and accessories. The presence of your stores in our mall ROCK will cause great consumer demand.

SKALA’s Philosophy and MissionTravel for long distances for shopping has a large number of disadvantages:

queue at borderstrain does not allow to bring great purchasesAny trip costs at lest $ 100 per person.

Into the shopping mall SKALA the global brands will be involved and the European policy of sales and discounts will be borrowed.

The purpose of the SKALA’s construction is to establish in Minsk the first European shopping mall, where the global trends will be subjected as well as complied comfortable shopping and purchases of the highest quality.

Cooperation Placement in the shopping mall SKALADetailed negotiations can take place at a convenient time for you.

Additional information can be provided on request.

Kontakts:

Republic of Belarus, 220113, Str. Literaturnaya, 12

+375 (17) 262-51-00

+375 (17) 217-85-47

http://rapa.by

mail@rapa.by