I I I 1 6 JUIL References: AEJE/CNWU/R731 OOOlM-IAPI CLASSIFICATION SHEET. Rockspring Property Investment Managers Ltd Project Parinor

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1 CLASSIFICATION SHEET This document relates to the following request: 16 July 2010 References: AEJE/CNWU/R731 OOOlM-IAPI Rockspring Property Investment Managers Ltd Project Parinor LuxCo 1 S.a r.i. Lux Co 2 S.a r.i. Tax number: incorporation in progress Tax number: incorporation in progress I. Key topics: Back- t~back, PPL~'ransparcncy - French SCI 2. Name of the advisor: PwC 3. Corporate group's name, or fund sponsor: Rockspring 4. Name of the eroject: Paiinor 5. Amount intended to be invested: a~proximately EUR 330 million BUREAU D'IMPOSITION ~or. R 6. Date of receipt: ENTRFE 1 6 JUIL I I I I I

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3 For the attention of Mr Marius Kohl Administration des Contributions Directes Bureau d'imposition Societes VI 18, rue du Fort Wedell L-2982 Luxembourg PricewatcrhouseCoopcrs Socictc a rcsponsabilite limitec 400, route d'esch B.P L-1014 Luxembourg Telephone -i Facsimile info@lu.pwc.com 16 July 2010 References: AEJE/CNWU/R 731 OOOlM-IAPI Rockspring Property Investment Managers Ltd Project Parinor LuxCo 1 S.a r.l. - Tax number: incorporation in progress LuxCo 2 S.a r.1. - Tax number: incorporation in progress Dear Mr Kohl, In our capacity of tax consultant acting for the above-mentioned client, please find below the tax treatment applicable to the transactions foreseen/implemented by our client. This letter seeks to confinn the conclusions reached during our today meeting, and will serve as a basis for the preparation of the tax returns of the Luxembourg companies involved. A A.I Facts and structures Holding structure Rockspring Property Investment Managers Ltd ("Rockspring") is a UK property investment management firm with over 20 years of practical experience and with funds under management of over EUR 5.6 billion in 12 European countries. 2 Rockspring has advised and assisted the National Pension Service of Korea (NPS) to acquire possibly up to 75% of a shopping center located in the surrounding of Paris city, Parinor ("French Properties"), via a two tier Luxembourg holding company structure. 3 The French Properties are currently held by Hammerson, which may eventually retain 25% of ownership following a transfer of shares or a share buy-back at the level of the French structure. Cabinet de revision agree Expert-comptable (autorisation gouv.,me mentale ) R.C.S. Luxembourg B Capita l social EUR TV A LU (1)

4 4 NPS will establish an English limited partnership (ELP) in which Rockspring will act as general partner. ELP then will incorporate LuxCo 1 S.a r.1 (hereafter "LuxCo 1 ") which in turn will hold 100% of Lux Co 2 S.a r.l (hereafter "Lux Co 2"). 5 LuxCo 2 will set up a double tier French SCI structure, which will acquire and hold the French Properties for a total amount of approximately EUR 330 million. A.2 Financing structure 6 In order to finance its French acquisitions, NPS (through ELP) will use a double tier Luxembourg structure with two mirror PPL financing facilities. 7 ELP will finance LuxCo I via the "Top PPL". LuxCo I subsequently will on-lend these funds under the "Bottom PPL" to LuxCo 2. 8 Funds received by LuxCo 2 under "Bottom PPL" will be then used to provide equity and to grant the shareholder loans to the French SCis. 9 The total PPL financing granted to LuxCo I and then onlent to LuxCo 2 will amount to EUR 330 million which will be split to equity (60%) and debt (40%) accordingly. 10 For your convenience, you will find in Appendix 1 a structure chart showing the holding and financing structure of the planned investments. B Applicable tax regime B.1 Tax residency 11 LuxCo I and LuxCo 2 will have their statutory scats in Luxembourg. Moreover, LuxCo I and LuxCo 2 will have their places of central administration in Luxembourg given that their shareholders' meetings and their board meetings will regularly and physically be held in Luxembourg, that the main management decisions will be effectively taken in Luxembourg and that their accountings and archives will be kept in Luxembourg. 12 Consequently, LuxCo 1 and LuxCo 2 will be considered to be Luxembourg tax resident within the meaning of article 159 of the Luxembourg Income Tax Law (UTL) and within the meaning of the double tax treaties concluded by Luxembourg. Luxembourg tax residency certificates will therefore be delivered by the Luxembourg tax authorities upon request. 13 We will provide you with a copy of the Articles of Incorporation of LuxCo 1 and LuxCo 2 upon request. (2)

5 B.2 Profit Participating Loans 14 Top PPL and Bottom PPL will be qualified as debt for both net wealth tax purposes and income taxes purposes, and interest thereon (including fixed and variable interests) will be fully tax deductible, subject to article 45 (2) or article 166 (5) of the LITL. 15 Furthermore, interest payments under the PPLs will not be subject to any dividend withholding tax, i.e. none of the provisions of article 146 (I) LITL will be applicable (please sec our technical tax analysis in Appendix 2). B.3 Debt-to-Equity ratio at the level of LuxCo 1 and LuxCo 2 16 LuxCo I and LuxCo 2 will be in an overall connected funding position with respect to the investments in the French SCls and to the shareholders' loans granted to the French SCis financed by Top PPL and Bottom PPL, as these investments will be economically linked to the PPLs financing. As a consequence, all the financing activities of Lux Co l and Lux Co 2 will fall outside the calculation of the 85: 15 debtto-equity ratio and no interest thereon will be reclassified as a deemed dividend from a tax point of view (detailed technical tax analysis please cf. Appendix 3). B.4 Taxable margin 17 Considering the amounts of the PPL financing (circa EUR 330 million) involved and the risk profile of the financing activities (i.e. intra-group lending involving little risk) flowing through Luxembourg, the taxable profit reali:i::cd by LuxCo 1 in relation to its financial activities will be considered as appropriate and acceptable with respect to transfer pricing policy and articles 56 and 164 (3) LITL insofar as it represents at least a % (i.e. 3/32%) net taxable margin per annum of the aggregate outstanding amount of the PPL financing. 18 In the event where the profit, as computed pursuant to standard tax rules, would be lower than the % margin (i.e., the "minimum taxable spread"), it would be re-valued up to the minimum taxable spread. On the contrary, should it be higher, this higher amount would be subject to tax. 19 The margin to be left at the level of LuxCo 1 may be revised in the future in the event a substantial increase of the financing flowing through LuxCo I occurs. No further margin will be left by the other Luxembourg companies. B.5 Luxembourg tax treatment of the SCls 20 Under Luxembourg domestic tax law, no specific provisions exist to determine whether an entity established under foreign laws should be treated as a partnership or a corporation for Luxembourg tax purposes. In order to assess the Luxembourg tax treatment of French SCis, their characteristics have to be compared to the characteristics of similar entities governed by Luxembourg law. (3)

6 21 According to recent case law 1, French SCis should be assimilated to Luxembourg Socictes Civiles. French SCls should therefore be considered as tax transparent from a Luxembourg tax point of view. 22 In principle, where a Luxembourg company holds an investment in tax transparent entities, such Luxembourg company is required to prepare a "tax balance sheet" and a "tax profit & loss account", whereby the assets and liabilities, income and expenses of the transparent entities are attributed to the Luxembourg company, according to the "percentage of participation" of the Luxembourg company in such entities. The "tax profit and loss account" is usually prepared to ensure that all profits generated at the level of the transparent entities are attributed to and taxed (if not exempted) in the hands of the Luxembourg company holding the investment, regardless of whether or not such profit has been formally distributed to the Luxembourg entity. 23 In the case at hands, the articles of association of the French SCis will contain a "statutory interest clause". According to that clause, statutory interest will be paid to the partners at the end of each quarter and will be equal to the amount of cash available at the level of the SCls (after payment of all third-party account payable), in proportion to the number of shares each partner holds at the end of each quarter. The amount of this statutory interest distribution can be freely decided by the managers or "partners" in the SCls, but is subject to certain limits. 24 It means that, economically speaking, the SCis should not keep any accumulated positive result as they will transfer the cash available (higher than the profit) to their partners on a regular basis but in any case before the annual closing date, regardless of the accounting situation of the SCis. 25 All amounts paid by the SCis to the LuxCo 2 as statutory interest will be booked as income at the level of Lux Co 2 and, thus, will be taken into account when computing the variable interest due by the LuxCo 2 under Bottom PPL. In the case at hand, LuxCo 2 will be financed by a regular "PPL" and will not be required to prepare a tax profit and loss account as its accounting profits should correspond to its tax profits. B.6 Net Wealth Tax 26 As mentioned, the SCis should be considered transparent for Luxembourg tax purposes. Thus, the LuxCo 2 should be considered to hold, directly, all assets and liabilities held by the SCis (i.e. including the French real estate assets). 27 According to Article 20 (1) of the double tax treaty concluded between Luxembourg France, real estate assets located in France should not be subject to net wealth tax in I Affairc C.SA v. Bureau d'imposition-socictcs 2 ( ), Jugcmcnt du Tribunal Administratif du Grand-Duchc de Luxembourg le ; Affaire Soparcs v. Bureau d'imposition-socictcs 2 (n 20307), Jugcment en appcl de la Cour Administrative du Grand Duchc de Luxembourg, I 0/0 l/2006 (4)

7 Luxembourg. Consequently, the French Real Estate would be excluded from the net wealth tax basis of LuxCo In addition to that, since the PPLs are economically linked to the immovable property investments made by the Lux Co 2 through the SCis, any revaluation of the French immovable properties will immediately trigger, for the purpose of Luxembourg net wealth tax computations, a corresponding revaluation of the PPL amounts. We remain at your disposal should you need any further information and would like to thank you for the attention that you will give to our letter. Yours sincerely, Partner J/?~p-~ Isabella Pandolfini Senior Manager Appendices Appendix 1: Structure chart Appendix 2: Tax analysis - Profit Participating Loans Appendix 3: Debt-to-Equity ratio This tax agreement is based on the facts as presented to Pricewaterho11seCoopers Sari as at the date the advice was given. 1'he agreement is dependent on specific/acts and circumsrances and may not be appropriare to another party than the one for which it was prepared. 771is tax agreement was prepared with only the interes/s of Rockspring Property Investment Managers Ud in mind. and was no/ planned or carried out in comemplation of any use by any other party. Pricewa1erl1011seCoopers Sari. its parlners. employees and or agenls. neilher owe nor accep1 any duty of care or any responsibility lo any other parly. whether in contract or in tori (including without limitation. negligence or breach of stat11101y duty) however arising, and shall not be liable in respect of any loss. damage or expense of whatever no/i/re which is caused to any other party. (5)

8 Appendix 1 Simplified structure chart NPS Rocksp1ing (GP) ELP Top PPL 330M LuxCo I Bottom PPL 330M LuxCo 2 Loans (60%) 195 M French SCI Equity (40%) 135 M 25% c.a. 110 M Hammerson French SCI... French Properties (6)

9 Appendix 2 Tax analysis - Profit Participating Loans A Principal terms of the PPLs Top PPL and Bottom PPL will have, inter alia, the following terms and conditions: The whole amount of financing to be provided under the PPLs should amount to EUR 330 million. Both PPLs will be EUR denominated. 2 PP Ls will bear two types of interest as described below: Top PPL will carry a mandatory fixed interest of 1 % on the aggregate outstanding balance of the PPL principal; Bottom PPL will carry a mandatory fixed interest of % on the aggregate outstanding balance of the PPL principal; and A variable interest being an amount equal to one hundred per ccntum (100.00%) of the higher of (i) the Adjusted Profits of the Borrower deriving from the Investment or (ii) cash available at the level of the Borrower (the "Variable Interest") and generated from the Borrower's assets (including distributions, interest or proceeds from the Investment). 3 The final repayment date of the PPLs (along with any accrued but unpaid interest) will be not more than 50 years after the date that the first drawing on the PPLs occurs. The PPLs will however be repayable pro-rata immediately on full or partial disposal of the assets financed by the PP Ls. 4 The lenders are not entitled by virtue of the PPLs to any voting rights in the borrowers. 5 The lenders arc not entitled to participate in any surplus profits upon liquidation. 6 The Top PPL will have recourse limited to the aggregate proceeds derived from the Bottom PPL. B Tax regime applicable to PPLs 8.1 Tax classification as debt 7 The key criteria for characterizing an instrument as a participation rather than as a debt are: entitlement to the ongoing profit (including the profit reserves); and entitlement to the liquidation proceeds. (7)

10 8 Further, according to the commentaries to the LITL 2, where a profit participating instrument bears a minimum fixed interest rate, accrued even if the company is in a loss position, and provided the principal amount of the loan is repayable before the reimbursement of the company's share capital, the profit participating instrument should be treated as a debt for Luxembourg tax purposes. 9 In the case at hand, the PP Ls will have the following characteristics: the fixed interest will accrue without taking into consideration if the borrowers are in a profit or in a loss position and the PPLs will rank senior to the share capital of the borrowers, the PPLs variable interest will be dependent on the income realized before Luxembourg tax and variable interest (and not profit after tax) and after deduction of current losses and losses brought forward, and the PPL holders do not have any right in the liquidation proceeds of the borrowers. I 0 Consequently, both PP Ls (i.e. Top PPL and Bottom PPL) will be qualified as debt for both net wealth tax purposes and corporate income tax purposes, and the tax treatment applicable to all interests paid under the PPLs (including the variable interest) will be the same as apply to fixed interest debt. B.3 Payment of interest free of dividend withholding tax Article 146 (1) 3 LITL 11 Article 146 (1) 3 LITL provides for the application of a withholding tax upon payment of interest arising from participating bonds or other similar securities. Interest payment may be subject to a 15% withholding tax on this ground if the following conditions are met: the loan is structured in the form of a bond or other similar security; and aside from the fixed interest, a supplementary interest varying according to the amount of distributed profits is paid, unless the supplementary interest is linked to a corresponding decrease in the fixed interest. 12 On the contrary, interest payments related to participating loans arc not subject to a specific withholding tax. 13 In the present case, the debt instruments arc structured as profit participating loans (and not as a profit participating bonds), and the variable interest does not depend on distributed profits. 1 co111111cnu1rics included in "Project de Loi No 571" ( 1955) on the fonncr ntticlc 114 LITL (now article 97 LITL) on income from participation (8)

11 Article 146 (1) 2 LITL 14 Article 146 (1) 2 LITL provides for the application of a withholding tax upon payment of a participating return to a silent partner within the meaning of article 97 ( 1) 2 LITL (i.e. "Stille Gesellschafi", "bailleur de fonds" or "silent partnership"). 15 In the case at hand, there is no intention to create such partnership as there is no "ajfectio societatis" between the PPLs holders and the borrowers, and no intention to establish a company in the sense of article 1832 of the civil Law Code. 16 Based on the above, no dividend withholding tax will be due on any interest paid under the PP Ls (be it either on the ground of article 146 (1) 3 LITL or of article 146 (I) 2 LITL). B.4 Deductibility of the remuneration paid to PPLs holders 17 Article 164 (2) LITL provides for the non deductibility of interest paid under participating bonds or other similar securities. 18 In the present case, the debt instruments are structured as profit participating loans (and not as a profit participating bond or as a security). Consequently, all the interest paid on both PPLs will in principle be tax deductible in accordance with article 45 (1) LITL, unless article 45 (2) LITL or article 166 (5) LITL is applicable. 19 Furthermore, as long as LuxCo 1 will realise at least a % margin per annum of the aggregate outstanding amount of the Top PPL, no interest under the PPLs will be considered as a deemed dividend from a tax point of view. (9)

12 Appendix 3 Debt to equity ratio 20 According to Luxembourg practice, a debt to equity ratio of 85: 15 needs to be respected by a company investing in pruticipations. However, this ratio does not need to be met for companies involved in finru1cing activities. 21 LuxCo 1 is in a pure borrow-to-onlcnd position with respect to the PPL flowing through the company. 22 In the case at hand, the overall investments made by LuxCo 2 in the French SCis will be regarded as connected with the PPLs financing. This is economically speaking clearly the case: if the underlying investment made do well, Lux Co 2 will pay out a very significant element of its income as variable interest on the Bottom PPL, and if the investment docs badly, only fixed interest has to be paid on the Bottom PPL. 23 LuxCo l and LuxCo 2 will therefore, from an economic point of view, be in a connected position between Top PPL and Bottom PPL and all the investments financed with the funds received under Top PPL and Bottom PPL. 24 As a consequence, the entire financing activities of LuxCo 1 and LuxCo 2 will fall outside the calculation of the 85: 15 debt-to-equity ratio. Hence none of the interest paid by LuxCo l and LuxCo 2 on Top PPL and Bottom PPL will be re-characterized as a deemed dividend from a tax point of view. As a result, all the interest paid by LuxCo 1 and LuxCo 2 on Top PPL and Bottom PPL will be fully deductible for corporate tax purposes and will not be subject to any dividend withholding tax. (10)

13 Rockspring Property Investment Managers Ltd MEETING MR. KOHL 16JULY 2010 Ref summary: AEJE/CNWU/R I M-IAPT To BE DISCUSSED, SIGNED AND RECOVERED Rockspring is advising the National Pension Service of Korea (NPS) to invest in 75% of French immovable properties via French SCis. They expect to repatriate the investment return by a double tier PPL structure. A net minimum taxable spread of % will be left by means of the interest accrued on PP Ls. PP Ls will be regarded as debt instrument for all Luxembourg tax purposes and the interests will thus be fully tax deductible. Furthermore, French SCis should be considered as tax transparent for Luxembourg tax purposes. LuxCo holds an investment in a double tier French SCI structure and will not be required to prepare a "tax profit and loss account" as the articles of association of the French SCis contain a "statutory interest clause". Finally, net assets comprising French immovable property held by LuxCo should not subject to net wealth tax in Luxembourg.

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15 LE GOUVER N EMENT DU GRAND DUCHE DE LUXE MBOURG Administration des contributions directes Bureau d'imposition Societes 6 For the attention of Alexandre Jaumotte PricewaterhouseCoope rs 400, route d'esch B.P L-1014 Luxembourg Companie involved : Lux Co 1 S.a r.1.1. Tax Number: incorporation in progress Companie involved: Lux Co 2 S.a r.i. Tax Number: incorporation in progress 16 July 2010 Dear Sir, Further to your letter dated 16 July 2010 and AEJE/CNWU/R M-IAPI relating to the transactions that the group ROCKSPRING would like to conduct, I find the contents of said letter to be in compliance with current tax legislation and administrative practice. It is understood that my above confirmation may only be used within the framework of the transactions contemplated by the above-mentioned letter and that the principles described in your letter shall not apply ipso facto to other situations. 18, rue du Fort Wedell Tel.: (352) Adresse postale Site Internet Luxembourg Fax: (352) L-2982 Luxembourg

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