Brmalls 3 q11_eng

Investor Presentation
February 2012

Largest and Best Company in the Sector
Growth Drivers
•Acquisitions
•Organic Growth
•Developments
Financials and Operational Highlights
2

Overview

BRMALLS is the only shopping mall company in Brazil with NATIONWIDE PRESENCE and
targeting ALL INCOME SEGMENTS

► Highlights
• Largest mall company in Brazil

• 45 regional malls

• Total GLA: 1,433.5 tsqm

• Owned GLA: 798.2 tsqm

• 42 managed or leased malls1

• Over 8,000 tenants and largest landlord in Brazil

• 6 malls under development (242,904 sqm in total GLA)

• 7 expansions announced (77,709 sqm in total GLA)

• Total sales in 2011: R$ 16.1 billion

• 360 million people visited our malls in 2011
BR MALLS’ presence
Note:
1. Considers also greenfield projects

3

2011 Highlights

► 2011 Highlights

• R$1.4 billion invested in the acquisitions of Jardim Sul, Catuaí, Paralela and the add-
on acquisitions of Piracicaba, Curitiba and Crystal.

• R$437.1 million* invested in expansions and greenfield projects.

• Two greenfield openings (Via Brasil and Mooca Plaza Shopping).

• Mooca Plaza Shopping, was the largest mall opening in Brazil in 2011.

• With the Mooca Plaza Shopping opening we reached a total of 45 malls.

• Two expansions opened (Tamboré and Campo Grande).

• Became the largest mall company in the state of São Paulo.

• R$1.1 billion raised in two offerings (Perpetual Bond and Follow-On).

• 1st Mall Company to enter the Ibovespa, IBrX-50 and ICO2 indexes.

• In 2011 our shares increased 7.0% vs -18.1% of Ibovespa.
Note:
* Up to 3Q11.

4

Outlook for 2012

► Outlook for 2012

• Three greenfield mall openings (Estãção BH, São Bernardo and Londrina Norte)
adding a total of 71.1 thousand m² of owned GLA, an increase of 8.9%.

• Two expansions to be open (Shopping Recife and Center Shopping Uberlândia)
adding 4.3 thousand m² of owned GLA, na increase of 0.5%.

• SSS and SSR shall increase in line with 2011 where they increased by 8.9% and
13.6%, respectively.

• Fragmented market still offers opportunity for consolidation.

Note:
* invested up to 3Q11.

5

Overview

Growth Drivers
•Acquisitions
•Organic Growth
•Developments
6


BR MALLS is THE LARGEST shopping mall company in Latin America

Market Cap (R$ mm)¹ 9M11 Total GLA (in sqm)
1,355,391
8,626

5,985
551,759 494,906
468,841
2,506
1,750

9M11 EBITDA (R$ mm) 9M11 # of Malls
476,555
43

321,550

164,097 15
134,395 13 13

Note:
1 Market Cap on September 30 , 2011

7


THE FASTEST GROWING company in the sector with more than twice the average of our
competitors

GLA CAGR 2006 - 2010 Net Revenues CAGR 2006 - 2010

49.9% 58.8%
57.2%

24.0%
24.3% 21.5%
12.4% 10.3%

AFFO/Share CAGR (2006-2010) EBITDA CAGR (2006-2010)

54.8%
65.4%

15.1% 25.8% 24.6%
5.5%

8


BR MALLS became THE MOST EFFICIENT player in the sector

9M11 NOI Margin¹ 9M11 Rent/m² Growth
90.0% 18.3%
88.4%
86.0%

10.0%
75.7%
6.2%
5.3%

9M11 EBITDA Margin 9M11 NOI/m² Growth

80.5% 23.1%
72.8% 72.0%
17.7%
61.6% 14.8%
9.8%

Note:
1 Reported NOI and EBITDA margin

9


BR Malls has consistently DELIVERED MORE VALUE to its shareholders

FFO / share

FFOPS (R$ cents/share)
700.0

600.0

500.0

400.0

300.0

200.0

100.0

-
1Q07
2Q07
3Q07
4Q07
1Q08
2Q08
3Q08
4Q08
1Q09
2Q09
3Q09
4Q09
1Q10
2Q10
3Q10
4Q10
1Q11
2Q11
3Q11
BRMalls Multiplan Iguatemi

10


BRMALLS stock has presented the BEST PERFORMANCE in the sector

Performance since event

Event Date BRML3 IGTA3 MULT3 ALSC3 Ibovespa

Iguatemi IPO 6-Feb-07 N/A 17.4% N/A N/A 39.1%

BRMALLS IPO 3-Apr-07 161.9% 28.2% N/A N/A 36.3%

Multiplan IPO 26-Jul-07 80.7% 29.3% 65.2% N/A 17.0%

Gen. Shop. IPO 26-Jul-07 82.8% 29.3% 65.9% N/A 17.0%

BRMALLS Follow-on 18-Oct-07 64.9% 40.8% 59.9% N/A (0.3%)

BRMALLS Follow-on 1-Jul-09 171.3% 114.3% 100.3% N/A 22.4%

Multiplan Follow-on 24-Sep-09 100.9% 49.2% 46.9% N/A 5.0%

Iguatemi Follow-on 22-Oct-09 100.4% 41.1% 39.6% N/A (4.6%)

Aliansce IPO 27-Jan-10 101.9% 38.4% 32.2% 73.5% (3.1%)

Sonae IPO 2-Feb-11 40.3% 9.5% 27.9% 19.8% (5.4%)

BRMALLS Follow-on 10-May-11 20.3% (2.4%) 14.6% 11.9% (2.8%)

Font: Bloomberg (February 8th 2011)

11


BRMALLS has consistently outperformed Ibovespa, MSCI Brazil and IMOB Index

Price change in Local Currency (%)

136.3%
120.5% 60.8% 7.0%

82.7%

1.0% 3.8%
-18.1%
-24.7%
BRMALLS IBOVESPA MSCI BRMALLS IBOVESPA MSCI BRMALLS IBOVESPA MSCI
BRAZIL BRAZIL BRAZIL

2009 2010 2011

12


BR MALLS is the company in the sector with the HIGHEST CORPORATE
GOVERNANCE STANDARDS and free-float
Average Daily Traded Volume (R$ mm)¹ Corporate Governance

Full corporation

7.2 x the average
ADTV of peers No shareholders’ agreement and only one
46.7 class of share

Highly committed top management team
9.3
6.2 4.0

BRMALLS Multiplan Iguatemi Aliansce Key employees alignment via stock option
program

Source: Bloomberg – September 30, 2011
Note: Considers last 30 days

13

Outstanding performance in a RESILIENT BUSINESS protected against inflation

Same Store Sales

Quarterly Growth (%)
Annual Growth (%) 16.2% 16.6%
14.1% 13.2% 11.8%
11.0%
9.0% 10.6% 8.9% 8.8% 8.7% 10.0% 8.3% 8.8%
7.0% 6.4% 5.1%
3.5%

2007 2008 2009 2010 2011 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11

Same Store Rent (%) IGP-M (%)

Same Store Rent

Quarterly Growth (%)
Annual Growth (%)
13.6%
13.4% 12.3% 14.2% 14.3% 15.2%
11.2% 10.5% 12.0%
9.3% 9.9% 8.8% 8.6% 10.1% 10.1% 9.7%
6.5% 8.0%

2007 2008 2009 2010 2011 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11

14

Overview

•Organic Growth
•Developments
15

Growth Drivers: Acquisition
Since 2007, BR MALLS acquired stakes in 36 different malls with a total CAPEX of
R$4.3 billion

Acquisition CAPEX
Acquired Malls 36 R$ mm

4,775
Acquired Add-on1 30 1,369

1,301

232
Total CAPEX 366
4.8 1,507
(R$ billion)

Equity Raised in 2007 2008 2009 2010 2011 Total
2.4
Offerings (R$ billion)
Average

NOI from Acquired Entry
9.0% 8.5% 11.6% 9.9% 9.5% 9.1%
CAP Rate
Assets - 2011 0.6
(R$ billion) IRR 12.3% 14.4% 14.2% 13.9% 13.4% 13.3%

Note: Revised IRR 14.7% 17.7% 17.5% 17.0% N.A. 16.1%
1 Considers add-ons on the same malls
16


Unique turnaround track record
NOI of Acquisitions since 2006 (R$ mm)
Actual / Projected NOI 23.0%
Projected
23.3%
21.4% 297.2 Actual
23.2%
225.6 241.6
163.1 183.1 298.3
134.2 242.1

2008 2009 2010 9M11
Case Studies of Major Acquisitions (NOI Evolution – R$ mm)
Plaza Niterói Shopping Estação Campinas Shopping
65.4 Shopping Tamboré
+61.1%
40.6 +57.9% +95.1% +119.4%
34.0
21.0 12.2 23.8
13.3 15.5

2007 2010 2007 2010 2007
2008 2010 2007 2010
Acquisition Price Acquisition Price Acquisition Price Acquisition Price
R$550.7 mm R$108.8 mm R$155.0 mm (R$138mm NPV) R$221.5 mm

17

We still see a great opportunity for acquisitions in Brazil. With the recent offering, we
expect to increase our acquisition capability in approximately R$1.5 billion
Market Share – Ownership of Brazilian Shopping Malls
Acquisition Opportunities
Total GLA - Brazil Main Targets
(in million of m²)
9.4

3.0%
17.0%
77.8% 6.0%
78.0% 79.0% 78.6%
77.8%
86.6%

2.1
4.5%
21.0% 5.7%
22.0% 21.4% 22.2%
13.4% 11.9%

2006 2007 2008 2009 2010 2010 Pension Plans Top 8 competitors BR MALLS
BRMALLS Outros
Others

Others Main Targets
Iguatemi
Multiplan
# of Malls 75

BRMALLS NOI (R$ billion) 1.8

Capex (R$ billion)1 18.0
Note:
1. Assumes a cap rate of 10%
18

Overview

•Acquisitions

•Developments
19

Growth Drivers: Organic Growth
Excellent performance in current Malls
Same Store Sales Occupancy Cost Occupancy rate (%) Leasing Spread –
Growth (%) (% of sales) Renewal contracts (%)

14.1%
9.8% 98.3% 27.9%
9.4% 9.7%
10.6% 9.3% 10.1% 97.1% 97.3% 23.1%
9.0% 95.8% 97.6%
7.0% 8.9%
13.7% 13.3%

1.0%

2007 2008 2009 2010 2007 2008 2007
2011 2009 2010 2007 2008 2008 2009
2011 2009 2010 2010 2011
2011

Same Mall NOI (R$ mm) +23.2%
+19.1%
477.0 562,133
400.5 456,170
+18.8%
+25.4%
335.4
282.4
281.9
224.9

2008 2009
2007 2009 2010 2010
2008 2011
20

Overview

•Acquisitions
•Organic Growth

21

Growth Drivers: Developments

Solid development track record with the largest pipeline of greenfields and expansions

Total GLA (in ‘000 sqm)

Already developed (Total GLA) 208.5 Pipeline (Total GLA) 319.8 Increase of
22% in Total
Already developed (Owned GLA) 115.2 Pipeline (Owned GLA) 184.4 GLA and 23%
in Owned GLA
194.6 528.3

65.0
145.3

125.2 129.6

12.7

91.7 112.5

20.5 383.1
65.1 71.2
18.8
28.2 46.3
23.5 28.2
23.5
2008 2009 2010 2011 2012 2013 onwards TOTAL

Expansions Greenfield

Capex 2,064.8
135.7 67.2 361.3 437.1 502.6 561.0
(R$ mm)

22

Overview
Growth Drivers
•Acquisitions
•Organic Growth
•Developments

23

Financial Highlights

Net Revenues (R$ ‘000) Gross Revenues Breakdown (3Q’11)

597,833
Growth Gross Revenues Breakdown 3Q11
546,437 67.3%
CAGR
1.0%
56.5% 0.4% 55.8%
4.3% 72.1%

392,583 8.1%

360,495
318,999 14.0%
7.1%
9.3%

207,039
Rent Minimum Rent

Parking Mall & Merchandising
91,059 Services Rendered Variable Rent

Key Money

Others

Transfer Fee
2006 2007 2008 2009 2010 9M10 9M11

24

Financial Highlights (Cont’d)

NOI (R$ ‘000) NOI/m² (R$ ‘000)

CAGR Growth
CAGR Growth 17.4%
65.7% 22.8%
60.2%
97
530,844 89

485,821 79
76

66
362,074
320,323 55
287,632

171,631

73,861

2006 2007 2008 2009 2010 9M10 9M11 2007 2008 2009 2010 9M10 9M11

25

Financial Highlights (Cont’d)

FFO (R$ ‘000) EBITDA (R$ ‘000)

Growth
CAGR 62.8%
65.3% 476,555

Growth 431,157
CAGR
9.5%
63.7%
285,043
319,378
235,485 292,749
232,954 215,102
240,273

139,201
140,560

78,815
57,728
39,696

2006 2007 2008 2009 2010 9M10 9M11 2006 2007 2008 2009 2010 9M10 9M11

26

Capital Structure

3Q11

Cash R$765.9 million
Debt Indexes (% of the total)
Average Yield 102.1%
IPCA
12.1%
Gross Debt R$2.8 billion

Average Debt Duration 13.8 years
USD
Average Debt Cost IGP-M + 6.92%
TR
Net Debt R$2.1 billion 55.0%
IGP-M
5.3%
Net Debt / EBITDA 2.96x CDI TJLP
0.5% 0.4%

Net Debt / EBITDA
1.88x
(excluding Perps)

Debt Amortization Schedule (R$ million)
853

259 270 262 262

171 165 156
135
107
89 76
40

2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Notes: onwards
1. Coupon hedge (5 years) of perpetual bond through a simple cash flow swap, exchanging our position from USD+9.75% to 109.3% of CDI for 3 years and 100.3% of CDI for 2 last years
2. Assumes payment of perpetual bond on 2023

27

Income Class Pyramid Evolution
A Secular Trend
Population Distribution by Income Class (millions of people)

Growth Growth
+7m +11m

13 20 31

66 95 113
Growth Growth
+29m +18m
96 73 59

2003 2009 2014

A & B Class C Class D & E Class

► A Class: over R$9,050
► B Class: R$6,941 – R$9,050
► C Class: R$1,610 – R$6,941
► D Class: R$1,008 – R$1,610
► E Class: under R$1,008

Source: Political Sciences Center at FGV-Rio

29

Labor Market

Employment conditions continue to improve

Source: IBGE/Goldman Sachs

30

Credit Market

Total Debt –to-Income Ratio in Brazil (%)

Source: Brazilian Central Bank

31

Credit Market

Total Credit Growth (%)

Source: Bloomberg and Brazilian Central Bank

32

Credit Market
Interest Rate and Spread (p.p.)

Default Rate (%)
8.4% 8.3%
8.1% 8.1% 8.0%
7.7% 7.5%
7.2% 7.0%
6.8% 6.8%
6.5% 6.3% 6.4% 6.4%
6.2% 6.0% 6.0%
5.8% 5.9% 5.8% 5.8% 5.8% 5.9% 5.7% 5.7% 5.8% 6.0% 6.1%
5.5% 5.5% 5.3% 5.1%
5.1% 5.1% 5.0% 4.9% 5.1% 5.1%
4.8% 4.7% 4.7% 4.7% 4.8%
4.5% 4.6% 4.7% 4.7% Total Def
Individual Def Rate

3.8% 3.9% 4.0% 4.0% 3.9% 3.8% 3.8% 3.7% 3.6% 3.6% 3.7% 3.6% 3.6% 3.6% 3.8% 3.8% Corporate Def Rate
3.5% 3.5% 3.6% 3.5% 3.6% 3.6% 3.7% 3.7%

Jul-09 Sep-09 Nov-09 Jan-10 Mar-10 May-10 Jul-10 Sep-10 Nov-10 Jan-11 Mar-11 May-11
Source: Brazilian Central Bank

33

Credit Market

Central Bank Target Interest Rate (%)

Source: Bacen/Goldman Sachs

34

Shopping Mall
A Safe Harbor
Sales Performance in the Shopping Mall Sector from 1995
87.0
Average Inflation (1995-2010): 6.5%
Average GDP Growth (1995-2010): 3.0%
71.0
Sales CAGR (1995-2010): 15.5% 64.6
58.0
50.0
45.5
41.6
36.0
32.0
26.0
23.0
16.0 18.0
12.0 14.0
10.0

1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

Mexican Crisis (1994) & Russian Crisis (1998) & 2002 Crisis – Lula Subprime Crisis
Asian Crisis (1997) Real Depreciation (1999) Election (2008 and on)

► Avg. GDP Growth (95-97): 3.3% ► Avg. GDP Growth (98-00): 1.5% ► Avg. GDP Growth (03-05): 3.3% ► Avg. GDP Growth (08-09): 2.4%
► Avg. Inflation (95-97): 12.4% ► Avg. Inflation (98-00): 5.5% ► Avg. Inflation (03-05): 7.5% ► Avg. Inflation (08-09): 5.1%
► Avg. Interest Rate (95-97): 34.5% ► Avg. Interest Rate (98-00): 21.3% ► Avg. Interest Rate (03-05): 17.4% ► Avg. Interest Rate (08-09):11.2%
► Sales Growth CAGR (95-97): 18.3% ► Sales Growth CAGR (98-00): 20% ► Sales Growth CAGR (03-05): 12% ► Sales Growth (08-09): 9.9%

Source: IPEA Data and ABRASCE

35

Shopping Mall Industry

Brazilian Mall industry offers strong potential for growth and expansion

GLA per 1,000 inhabitants (m²) % of Retail Sales in Shopping Malls (2010)

66.0%
2,180

51.0% 50.0%

1,290
28.0%

18.0%

81 49

USA Canada Mexico Brazil Canada USA Mexico France Brazil

Source: ICSC 2010 Source: ICSC / ABRASCE

36

Brazilian Mall Industry

Growth of Brazil´s shopping mall industry to continue

Million of sqm
Source: Bacen/Goldman Sachs

37

Spread over BR Gov´t Bond

Mall Companies: FFO yield x real rates

Source: Bloomberg, Goldman Sachs estimates

38

Recent Acquisition – Shopping Jardim Sul

With an expected stablizied NOI of R$50.1 million, Shopping Jardim Sul will become one of the
largest NOI contributors for BRMALLS and was our 10th mall in the state of São Paulo
TRANSACTION OVERVIEW

BRMALLS acquired 100% ownership interest in Shopping
DEAL Jardim Sul, of which 60% were by HoldCo and 40% by Rubi
SUMMARY Real Estate Investment Fund, which we currently hold 100%
of the shares.

INVESTMENT The price paid for the mall was R$460 million

R$37.9 million of NOI (including service revenues) to
NOI
BRMALLS in 2012 and a stabilized NOI of R$50.1 million.

Nominal entry cap rate (2012) of 8.2% and a stabilized real Shopping Jardim Sul:
RETURN cap rate of 10.9%. The IRR of the acquisition was 11.5%, real
and unleveraged.
•Total GLA (m²): 30,800
BRMALLS intends to distribute shares of the real estate • Owned GLA (m²): 30,800
REAL ESTATE investment fund to retail investors in the near future raising, • Ownership Interest: 100.0%
FUND through the service revenues resulting from this transaction, • Number of Stores: 190
the IRR above 12.5%, real and unleveraged.
• Parking Spaces: 1,350
• Investment: R$460 million
MULTI-USE BRMALLS acquired two plots of land next to the mall with a • NOI BRMALLS 1st year: R$37.9 million
POTENTIAL total area of 14.3 thousand m² for R$ 30 million.
• NOI BRMALLS Stab.: R$50.1 million
• IRR (real and unleveraged): 11.5% 39

Recently Opened Greenfield

Mall Information:

• Landbank (m²): 112,000
• Total GLA (m²): 41,964
• Owned GLA (m²): 25,178
• Leasing Status: 100.0%
• Expected Opening: 4Q11
• Stabilized NOI: R$35.6 million
• IRR (real and unleveraged): 16.1%

Regional Information:

• Population: 750 thousand
• Consumption potential:
R$1.5 billion per year

40

Greenfield Under Development

Mall Information:

• Total GLA (m²): 37,051
• Owned GLA (m²): 22,230
• Construction Status: 70.1%


• Population: 2.4 million

41


Mall Information:

• Total GLA (m²): 42,885
• Owned GLA (m²): 25,731
• Construction Status: 26.0%


42


Mall Information:

• Total GLA (m²): 32,601
• Owned GLA (m²): 22,820



43


Mall Information:

• Total GLA (m²): 30,000
• Owned GLA (m²): 20,370


R$1 billion per year

44


Mall Information:

• Total GLA (m²): 64,238
• Owned GLA (m²): 32,119



45


Mall Information:

• Total GLA (m²): 35,320
• Owned GLA (m²): 24,724



46

Leasing Scale – Partnership Case Study

2011
Total Le Lis Total Le Lis
% Piracicaba
Stores (3Q11) Stores - BRMalls Independência
ABC
65 16 24%
Crystal

Catuaí Maringa

Catuaí Londrina
Store added through the acquisition of malls
Jardim Sul

Store added through new lease 2010 Mooca

Granja Vianna Granja Vianna
2009 Uberlândia Uberlândia

2008 Caxias do Sul Caxias do Sul Caxias do Sul

C. Grande C. Grande C. Grande C. Grande

2007 Amazonas Amazonas Amazonas Amazonas

2006 Fashion Mall Fashion Mall Fashion Mall Fashion Mall Fashion Mall

Recife Recife Recife Recife Recife Recife

Villa Lobos Villa Lobos Villa Lobos Villa Lobos Villa Lobos Villa Lobos

47

IR Contacts

Leandro Bousquet – CFO and IRO
Phone: 55 21 3138-9997
E-mail: leandro.bousquet@brmalls.com.br

Derek Tang – Coordinator
Phone: 55 21 3138-9914
E-mail: derek.tang@brmalls.com.br

Eduardo Siqueira
Phone: 55 21 3138-9980
E-mail: eduardo.siqueira@brmalls.com.br

Juliana Lamberts
Phone: 55 21 3138-9939
E-mail: juliana.lamberts@brmalls.com.br

48

Disclaimer
The material that follows is a presentation of general background information about BR Malls Participações S.A. and its consolidated
subsidiaries (“BR Malls" or the "Company") as of the date of the presentation. It is information in summary form and does not purport to be
complete and is not intended to be relied upon as advice to potential investors. You should consult the offering memorandum for complete
information about the transaction and base your investment decision on such offering memorandum.

No representations or warranties, express or implied, are made as to, and no reliance should be placed on, the accuracy, fairness or
completeness of the information presented or contained in this presentation. Neither the Company nor any of its affiliates, advisers or
representatives, accepts any responsibility whatsoever for any loss or damage arising from any information presented or contained in this
presentation. The information presented or contained in this presentation is current as of the date hereof and is subject to change without notice
and its accuracy is not guaranteed. Neither the Company nor any of its affiliates, advisers or representatives make any undertaking to update
any such information subsequent to the date hereof. This presentation should not be construed as legal, tax, investment or other advice.

Certain data in this presentation was obtained from various external data sources, and the Company has not verified such data with
independent sources. Accordingly, the Company makes no representations as to the accuracy or completeness of that data, and such data
involves risks and uncertainties and is subject to change based on various factors.

This presentation is strictly confidential and may not be disclosed to any other person.

This presentation contains forward-looking statements. Such statements are not statements of historical facts, and reflect the beliefs and
expectations of BR Malls’ management. The words "anticipates", "wishes", "expects", "estimates", "intends", "forecasts", "plans", "predicts",
"projects", "targets" and similar words are intended to identify these statements. Although the Company believes that expectations and
assumptions reflected in the forward-looking statements are reasonable based on information currently available to the Company's
management, the Company cannot guarantee future results or events. You are cautioned not to rely on forward-looking statements as actual
results could differ materially from those expressed or implied in the forward-looking statements.

Securities may not be offered or sold in the United States unless they are registered or exempt from registration under the U.S. Securities Act of
1933, as amended (the “Securities Act”). Any offering of securities to be made will be made solely by means of an offering circular. This
presentation does not constitute an offer, or invitation, or solicitation of an offer, to subscribe for or purchase any securities, and neither any part
of this presentation nor any information or statement contained therein shall form the basis of or be relied upon in connection with any contract
or commitment whatsoever. Any decision to purchase securities in any offering of securities of the Company should be made solely on the basis
of the information contained in the offering document which may be published or distributed in due course in connection with any offering of
securities of the Company, if any. This presentation is being made only to investors that, by means of their attendance at this presentation,
represent to the underwriters and the agents that they are “Qualified Institutional Buyers” as that term is defined in the Securities Act.

49

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