March 26th, 2010

Romanian Farm Project

Table of contents 1. 2. 3. 4. 5. 6. 7. 8. General description of the opportunities Subvention programs for Agriculture General production plan & planning assumptions A typical multiple master farm Overall Investment plan: Buildings, production facilities and mechanical park Financial projections standardized business year General investment risk and SWOT Analysis Management Team

March 26th, 2010 Page 2

Why Agriculture ?
Growing world population of currently 6.0 billion with annual growth rate of about 80 m leads to a total of about 8.0 billion people till 2020 (+33%)* Sustaining increase in demand for alimentary products and meat is driving demand for corn, wheat & rapeseed as well as for sun flowers and perennial vegetables. Surface for arable land is limited and under pressure from surging use for urbanisation needs. Crop volumes remain on stable level while demand is increasing because of growing population and higher qualities requested (bio & ecological products) Climate change is threatening crop yield in less competitive regions due to longer drought periods and lack of irrigation or too low rainfall levels Price development for farmland is steadily increasing e.g. prices for farmland in Germany as per ha increased from 2004 to 2008 by 25 % while in CEE Countries price index during the same period was up + 120 %*

* Source of data: OECD , Ernst & Young, Goldman Sachs March 26th, 2010 Page 3

Why Romania ?
Because its reliability and legal security as a full NATO and EU - Member State, with H.E. Dacian Ciolos, EU Commissioner for Agriculture Because a fertile organic soil and balanced climate with above average rain fall levels Because of its strategic geographical position as frontier state to fast growing markets in Middle East & Asia and efficient water ways and harbour facilities Because its high attractive incentives for investors in Agriculture and comprehensive governmental support especially from ANCA and APIA Its unlimited transferable financial funds and low taxation rates Because of qualified management and experienced work force in high volume agricultural production
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Romanias Strategic Location Close to the Middle East & Asia

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... why Romania ?

Purchase power of EUR has steadily increased 2007 : 1 = ca. 3.30 RON 2008 : 1 = ca. 3.90 RON Jan. 2009 : 1 = ca. 4.25 RON March 2010 : 1 = ca. 4.00 RON Foreign direct investments 2008 : + 60 % to previous year Unemployment rate January 2010 : 5.1 % Main natural resources :
- Hydro energy : installed capacity 380,000 MW - Gas & Oil reserves at Black Sea fields - Geothermal energy reserves

General economic condition :

State budget deficit 2009 : 6.2 % of GDP Balance of payments deficit per YE 2008 : 40 % of GDP compared to Poland 52 % , Hungary 93 % , Italy 120 % , Greece 140 %, and Germany 30 %, USA 90 % GDP 270 Billion USD (per capita : 11,200) Cost advantage Romania 2008 : Averaged salary per hour (private industry sector ): 2.21 EUR / Germany 20,20 EUR

Price Inflation

Agriculture industry : Biggest wheat & cereal producer within the EU

2008 : 9.1 % 2009 : 4.0 % Euro introduction : 2013 (Euro as currency anchor in place)
Source: European Commission

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Investment Case - General Introduction

Mission statements Targeting the establishment of a high quality farm of market important size based on principles of sustainability with focus on national & export markets, producing and using only the best seeds and raw materials from natural resources of healthy ecological origin. Introduction of environmentally sound technologies and methodologies - using biological nitrogen (from field crops) - bio degradable pesticides ( in small quantities) - insecticides that protect bees and small companion animals Assuring bio-diversity and best possible reduction of energetic consumption Fair trade and close collaboration by resource sharing with the neighboring smaller farmers, usage of modern facilities and machines to provide access to international markets and trading platforms.

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Availability & Price Indications (1)

Areas of top interest: Southern Romania the Baragan and NorthWest of Constanta Braila County Superior land quality (Chernozem or Black Soil) fully irrigated at 1.800 USD/ha (1 EURO = 1,36 USD) 4 x below averaged European price levels. But testing of soil quality is key for selection: PH-value, salinity, organic content, soil structure, mineralization, etc. The Region called the Baragan and Olt county is now since centuries famous as the Granary or Bread Basket of Europe. Is located in the south of Bucharest where Danube is crossing Romania and flowing into the Black Sea at Constanta the second largest city of Romania with the most modern and biggest Black Sea harbor. The county capital Calarasi which hosts an Agricultural University is situated 25 km in the south of the highway close to the river Danube with efficient harbor facilities for agricultural products and water way connection to Constanta.
(Note: already existing higher demand on farmland is about to push prices on arable land. Big investors from Scandinavia, Italy and France have entered the market and own already > 450.000 ha).

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 Other Opportunities (2)

Areas of interest: Dolj county Good quality at very attractive prices (about 1.700 2,250.- USD/ha) farm land along the North side of Danube River Significant state owned domains create an attractive acquisition and consolidation potential Most attractive areas in the south of Craiova. There starts a fertile belt over 80 km from Balleati parallel in West East direction to the Danube. Good and relatively low priced farm land (1.400 1,700 USD/ha) between Caracal and Cobabia (lower Olt River Bassin) with irrigation from dams along the river Olt.

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 Other Opportunities (3)

Areas of interest: Teleorman County and Giurgiu Good quality of land especially along the Calmatzui Valley between Turnu Magurele and Alexandria and along the Danube River to Giurgiu. Irrigation from the Danube Excellent consolidation opportunities because of low population density but competition from Interagro, Ion Niculae and Asirom The county capital Calarasi is situated 25 km in the south of the highway directly at the Danube with efficient harbor facilities for agricultural products and water way connection to Constanta.

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Available farmland totals to more than 1.000 km or 100.000 ha

Areas of interest: Botosani County (North-East) Superior land quality (Chernozem Soil) with rain fall level at 750 mm along the Ukranian border and further down the Prut River (Border to Moldavia) The remote location and the low demographic density have kept price levels low mostly at less than 1,700.- USD/ ha County Capital is Botosani (Railway connection) about 40 km away in East direction from Suceava where the next Regional Airport is situated Because of low competition for farm land the county offers sufficient field force and consolidation opportunities for farm land of 10,000 ha and more

March 26th, 2010 Page 11

Public Subsidies for Agricultural Investments

The Romanian Government has put in accordance with the European Commission a top priority on the modernization of farms and the use of best practice strategies for the production of agricultural goods and crop energies. The main goal of the European and Romanian authorities is to motivate investors to participate in its program that offers various attractive subventions : - 40 % or up to 1,200,000 USD/project on financial leasing/acquisition of constructions, equipments and machine park, utilities, etc. - Annual General Subvention of actually 150.- USD /ha (= 1,500,000.- USD/ 10,000 ha) to be increased to 220.- USD/ha as per 2013 (1 EUR = 1.36 USD) - Subsidized price for agro-fuel (Diesel) of 0.21 EUR/ Liter Investment subsidies are limited to 800,000 EUR or 1,088,000 USD per project. A special structure is needed to obtain the full 40% incentive on all investments

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The General Production Plan & Planning Assumptions Well Suited Farm Size The South-East of Romania, also known as the Baragan , is generally seen as the biggest, most fertile agricultural area in Romania and may be even in Europe Very rich in water supplies, with a fertile black humus topsoil called Chernozem, a lot of sun and a temperate continental climate, the absolutely flat land in this region is best suited for wheat, corn, soy beans and sunflower production, but also for leguminous plants or perennial vegetables. About 10,000 ha farmland is seen as a well suited size for a master unit and should be divided into 10 agricultural sub production units*. In principal such a master farm can be seen as a core investment with the opportunity to grow up to 5 times by consolidating other farms in the surrounding.
* an optimized size of a working unit is about 1,000 ha
March 26th, 2010 Page 13

Assumptions for a typical Master Farm of 10,000 ha (100.000 acre) Investment Overview & General Production Plan
INVESTMENTS AND COST CALCULATIONS 1. 2. 3. 4. 5. 6. Farmland 10,000 ha (for Rent or Acquisition) 900,000 USD Annual lease rate Farm buildings & constructions 3,000,000 USD Gross investment Mechanical park 11,636,000 USD Gross investment Management / field force salaries p.a. 1,625,500 USD prior to bonuses Production inputs & irrigation 6.733.200 USD incl. social security Taxes 16 % on EBT

LAND ACQUISITION or LEASEHOLD 10.000 ha of best fertile class A agricultural land with irrigation system Purchase price : about ~ 1.800 USD/ha x 10,000 = 18.0 m USD (13.0 m EUR) Recommended option: long term natural lease contract at 625 kg of wheat /ha /year
(0.625 t x 10,000 ha =
6,250 t at average price of 144.- USD /t )

Annual Lease Rate = ~ 900,000 USD / year or 5 % of fictive purchase price

March 26th, 2010 Page 14

The Master Farm Typical Unit

Farm Road

Field

Cemented Technological Platform

Main Entrace

Headquarter of the Farm (Farmers Apartment and offices,

Field

Interiorroad

Interior Court Yard

Fieldexit

Store House for Materials

field force quarters)

Weigher 60m 3 Storage Silo with surrounding fence

National Road

Equipment and Machines + Mechanical Workshop

150m

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Investment Plan : 1. Investments In Buildings & Facilities

Farm facilities and constructions Construction/Renovation of buildings, water supply system, electric water pumps for irrigation system and electric power supply, farm roads, etc. Calculated gross investment of 300,000 USD for each farm unit of about 1,000 ha ( 10 x 300 = 3,000,000 USD) Minus European Union subventions at a total amount of 40 % equals to 1,200,000 USD Total net investment for necessary renovations/ modernization and farm constructions of about 1,800,000 USD

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Investment Plan : 2. Machinery & Transportation (list prices)

No. NameofEquipment Crt. 1. CLAASLEXION570 CEBISCombines 2. Cornandsunflowerharvestingequipment CLAAS CONSPEEDLINEAR 3. TractorCLAAS AXION850CSI4wheeldrive230260HP 4. CombinationforseedingLEMKEN RUBIN9/500KUA+SolitairKA DS 5. ReversibleploughLEMKENEuroDiamant10 6+1L100 6. BigCombinatorywithdisksRubin9/500KUA 7. SeederofcornandsunflowerAMAZONEED 602KPROFI 12rows 8. SeederofcornandsunflowerAMAZONEED 602KPROFI 8rows 9. BigCombinatorywithclawsdisksSmaragd9/500KUA 10. HighdepthploughGASPARDOARTIGLIO2505 11. Agricolatransporttrailerwith3axesOL/DDK240OEHLER de24to. 12. Agricolatransporttrailerwith2axesOL/DDK120OEHLER de12to. 13. TelescopicChargerCLAAS SCORPION7030 14. TractorCLAAS AXION330CL 90CP 4WD 15. FrontalchargerMAILLEUXMXT10 16. Manualguidancesatellitesystem AgrosystemCOPILOTTS 17. FertilizerdistributorAMAZONEUG3000Nova 18m 18. HerbicidetrailedmashineAMAZONEUG3000Nova 18m 19. FertilizerdistributorAMAZONE ZGB5500 Special 20. BallotedpressCLAAS ROLLANT350RC (chopperforrotundballots) 21. CompanyCarsSUV Total M.U Pcs. Pet,perpice Totalprice Totalprice Totalprice (withoutVAT) (withoutVAT)1 (withoutVAT)1 (withoutVAT)1 EURO EURO Dollar RON 12 240.820 2.889.840 3.930.182 11.559.360 45.928 112.640 111.000 41.296 48.840 84.585 49.570 41.850 12.600 34.950 20.440 81.633 41.279 14.235 2.500 6.634 42.265 32.700 25.759 22.580 551.136 1.126.400 333.000 412.960 244.200 338.340 297.420 209.250 50.400 349.500 204.400 163.266 619.185 14.235 25.000 53.072 211.325 163.500 51.518 248.380 8.556.327 749.545 1.531.904 452.880 561.626 332.112 460.142 404.491 284.580 68.544 475.320 277.984 222.042 842.092 19.360 34.000 72.178 287.402 222.360 70.064 337.797 11.636.605 2.204.544 4.505.600 1.332.000 1.651.840 976.800 1.353.360 1.189.680 837.000 201.600 1.398.000 817.600 653.064 2.476.740 56.940 100.000 212.288 845.300 654.000 206.072 993.520 34.225.308

Pcs. Pcs. Pcs. Pcs. Pcs. Pcs. Pcs. Pcs. Pcs. Pcs. Pcs. Pcs. Pcs. Pcs. Pcs. Pcs. Pcs. Pcs. Pcs. Pcs. Pcs.

12 10 3 10 5 4 6 5 4 10 10 2 15 1 10 8 5 5 2 11 150

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3. Investment plan summary : Investments In Property, Constructions & Machine Park

Summary - Investment in construction site to be acquired - Gross Investments in renovation and constructions (entitled amount for subvention 40 % ) - Gross Investments in machine park, etc. Total investment for a modernized 10.000 ha Farm - minus investment subsidies 40 % of 14,636.Total net investments (at lease hold) are calculated at USD 200,000 3,000,000 11,636,000 14,836,000 5,854,400 8,901,600

Total net funds necessary for establishing a 10.000 ha farm ~ 9,0 m USD

(Assumption: long term lease contract / private ownership per 10.000 ha about 18.0 m + 9,0 m = 27,0 m USD)

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Impressions From Baragan

Sunnflower Field

Corn prior to harvest

Vegetable Field in Spring March 26th, 2010 Page 19

Harvested Corn

Production Plan: Allocation and breakdown of production

Allocation of production* on 10,000 ha farmland: Wheat Rapeseed Corn Sunflower TOTAL* 15% 5% 50% 30% 100 % on a surface of 1,500 ha on a surface of 500 ha on a surface of 5,000 ha on a surface of 3,000 ha TOTAL SURFACE of 10,000 ha

* Long term practice for best crop results and productivity of field force. The distribution of the agricultural crops is necessary in order to assure by crop rotation, a good natural productivity of the soil.

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Assumptions : Total headcount, organization and salaries

Board of Directors - Bernhard Knorr - Thomas H. Knorr - N.N.

Total Headcount 112

Farm Operations Company 1 CEO Michael Mihailache 1 COO Ion Anuta 3 1 Assistant

Administration Departm. 1 Economic Director 3 Accountants 2 Assistants

10 Working Units 1 Head of Unit 4 Field Force

Mechanics Departm. 1 Head of Mechanics 4 Engineers 25 20 Operators

Seeds + Fertilizer Depart. 1 Head of Departm. 1 Head Warehouse 12 10 Workers

Irrigation Departm. 1 Head of Departm. 1 Engineer 12 10 Workers

Commercial Departm. 1 Head of Sales 1 Sales Warehouse 4 2 Workers

50

Total Salary (prior to bonuses) 1,625,200 USD/year* *including taxes and social security March 26th, 2010 Page 21

P & L Statement for a Standardized Business Year in TUSD

(3rd year after inception)

Revenue from 10,000 ha farmland Annual lease rate (about 5 % of estimated land price) Costs of seeds, fertilizer & irrigation Gross profit Salaries, incl. taxes & social security Operating exp., machine works, supplies Other general expenses Operating Income Depreciation machinery & buildings EBIT-B (Earnings before interest, tax & bonus) Management Bonuses EBIT Earnings before interest & taxes 16 % Income Tax EBT and Subsidies + General agricultural subsidy 170 USD/ha

20,455 900 6,733 12,737 1,625 3,553 454 7,105 703 6,402 1.000 5,402 864 4,538 1,700

EAT incl. subsidies

Returns = 30,5 % of revenue and 23 % ROI

6,238

March 26th, 2010 Page 22

Impressions From Baragan

Wheat

Wheat Field after harvest

Barley Field
March 26th, 2010 Page 23

General Investment Risk

There is in general no option between acquisition or leasehold of the farm land against about 10% of the production output or alternatively against 5 % of estimated land price. An option to acquire the leased farmland whenever it is for sale ( pre-emption right) is not seen as standard. The construction sites for the farm buildings have to be acquired in any case. The price is assumed with 200,000 USD. Including the construction costs total investment is at about 3,000,000 USD minus subvention of 1,200,000 USD. Remaining at risk 1,800,000 USD. The net investment in machinery is about 6.284,000 USD after 10 % discount on list prices and 40 % subsidies. In the worst case a safe investment because the existing second hand market offers prices of about 50% of new machines for ones less than three years used. Conclusion: Operating risks seem to be very limited especially in conjunction with an experienced farm management

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SWOT Analysis (Strengths, Weaknesses, Opportunities, Threats)

Strength : Strength : Strength : High fertility of the soil supported by irrigation system Connectivity to main markets (roads, harbours, water ways) Predictability of revenues by long term contracts with key accounts possible Timing of acquisition process with uncertainties No guarantee to obtain property on leasehold basis in case of acquisition about 18,0 m USD expected as add-on invest Management has to hire > 100 people

Weakness : Weakness : Weakness :

Opportunity : Opportunity of lease-hold minimizes capital at risk Opportunity : Strong Governmental support and reasonable subventions Threat : Threat : Market Prices for production, seeds and fertilizers are floating Full investment subvention on total investment requires special structuring and shareholder design

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International Investment Management

KIMED Group is ready to take full responsibility together with its local affiliate Nefertari s.r.l. and the farm management team to acquire the land for the investor and to evaluate and assort the farm operator/ farm management and to take a role as non-executive director Management Team namely Bernhard Knorr (58), former PWC Manager and at last CFO of Birkart Globistics AG (3,200 employees), Eng. agric. John Anuta (42), impressive professional background as large scale farm GM, and Dr. (cand.) Eng. agric. Bogdan Oancea (31) are ready to take a role as Executive Directors on the Board of the operating farm company. ANCA the National Agency for Agricultural Consultancy has approved the here presented investment case as valid and accurate in its numbers and conclusions General Proviso : This presentation was worked out in due diligence in order to grant maximum reliability on all subjects here described and on all conclusions made. A guarantee on the assumed prices, costs and forecasted results is excluded.

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Management Fees & Commissions 1.Commitment Fee :

A commitment & structuring fee of 250,000 USD will be payable with closing of an cooperation agreement. The fee includes the detailed 10 year business plan, inception of the Romanian investment company and performing overall project management to identify and pre-negotiate suitable land as well as management or farm operator. 2. Management Success Fee : With the successful closing of each purchase or lease agreement a fee of 5% from the transaction value ( in case of a lease contract transaction value is 12 times annual lease rate ) will be payable. From the 3rd year of operation a management bonus of 15 % of EBIT is expected as already included in the standardized earnings model. Risk Sharing Model (as option): KIMED is ready to share investment risk with investment fund investors by a significant shareholding with obligation to invest in cash.

3.

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International Project Management Company KIMED Investments & Management AG Fockensteinweg No. 7 D 83707 Bad Wiessee / Germany with its affiliate Nefertari SRL, Bucharest Contact : Thomas H. Knorr, Chartered Economist & MBA Bernhard F. Knorr, Chartered Public Accountant (PwC) Phone : +49 8022 857 463 or +40 727 868 620 Fax : +49 8022 857 464 or +40 311 061 450 Mobile : +49 172 711 3666 or +43 699 170 890 10 E-mail : knorr@kimed.eu Place of jurisdiction : Lower court of Munich Company register : Munich HRB 136 338 VAT Identification UID : 215 274 007 Website : www.kimed.eu

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MINISTRY OF AGRICULTURE AND RURAL DEVELOPMENT NATIONAL AGENCY FOR AGRICULTURAL CONSULTANCY

ANCA
al Cunoasterii

Str. Doamnei nr.17-19 Bucureti, sector 3 Tel: +40-21-312.46.20 Fax:+40-21- 312.46.43 E-mail:agentiaagricola@rdslink.ro www.consultantaagricola.ro

Bucharest, March 25, 2010

Investment Case Agricultural Production on 10.000 ha Farmland Review Confirmation

The National Agency for Agricultural Consultancy from Romania subordinated to the Romanian Ministry of Agriculture herewith confirms that through his specialists ANCA has elaborated a Study (Investment Case) regarding Organizational and financial previsions for agricultural production on 10.000 hectare farmland in collaboration with KIMED and its affiliate Ramses II GmbH. The figures and conclusions reported in this Study are based on the real average conditions provided by Romanias agriculture and cereal production capabilities and capacities. Provision is made that presented specifications, figures and results may alter from case to case according to the specific location, natural and climate conditions. Study Team Manager Mr. Ion ANUA, Director of Agricultural Consultancy County Office in OLT County, has a remarkable professional background as a large scale farm manager. Elaboration of this study was provided based on Accreditation Letter signed by ANCAs General Manager Mr. tefan MANTEA on February 11, 2010 with purpose to attract Foreign Direct Investments (FDI), for the Romanian Agricultural Sector. In anticipation of strengthening of the economic, cultural and scientific relations between warmly welcomed Foreign Direct Investors, I honestly hope that the activities of KIMED Group will be of value in our mutual interest. ANCA Manager of Associative Forms and Professional Training Dr. Ing. Mihail MIHALACHE