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CLAVE, Sociedad Calificadora de Riesgo, C.A. Contacts: Otto Rivero (0212) 905.6383 Risk Assessment Report. Summary page / Descriptive Report. Caracas, March 2012. F.V.I. Fondo de Valores Inmobiliarios, S.A.C.A. Type of Title Unsecured Obligations Emission Nº 2012-I Amount Denomination Bs.500,000,000.00 Bolivars Period Between 1 and 5 Years Emission approved by Special Shareholders Assembly held on April 8, 2011. Category Sub-Category Date of Report March 26,2012 A A3 Most Recent Finance. Report At 12/31/11 (Not audited) Next Revision In six (6) months Definition of Category A: “Corresponds to instruments with a very good capacity of capital and interest payment, in the terms and period specified at the time of the emission. This capacity is not seen as significantly affected due to possible changes in the issuer, the economic sector where it operates and in the economy as a whole”. Definition of Sub Category A3: “It is about instruments that offer a low risk to the investor. They have a suitable capacity of payment, of capital and interest, in the agreed terms and period specified. According to the qualifier, only in extreme cases, such as possible changes in the emitting institution, the economic sector to which he belongs or in the performance of the economy in general, could slightly increase the risk of the instrument under consideration”. (Illegible Signature) Otto Rivero For the qualifying Junta : (Illegible Signature) Sarino Russo (Illegible Signature) Cesar Mendoza Basis of the qualification: ● The perspective of growth of the environment where the Issuer operates is limited. As of the fourth trimester of 2010 the initial recessive cycle that started during the second quarter of 2009 is reverted. During 2012 the expansion of the public expenditures associated to electoral surroundings, will favor private consumption, and the economic growth of the country, which would favor the recurring activities of the Issuer in the short term. ● The operational margin calculated, on the basis of the recurring activities of the Issuer (renting, services and parking lots) maintains quite solid levels, staying around 35,6% in the FY11 (37.7% in the first trimester of the FY12). When including the non recurring operations, this margin is located in 32,8% in FY11 (42.6% in the first trimester of the FY12). The operating margin has benefited from the reorganization of the operations in Venezuela, after concluding all the works of importance undertaken. ● In FY11, the net back-to-back, financial debt was reduced by 13.8% in real terms (expressed in constant bolivars of December 2011) when passing from Bs. 1.452, 9 million on 09/30/10, to Bs. 1,251.9 on 09/30/11. During the first trimester of the FY12, the previously mentioned debt increases 4.9% in real terms. The financial load has benefited from the beginning of the FY08 with the reduction of interest prevailing in the market. ● In FY11 the net cover of interests was lowered to 1,88x (2,97x in the FY1O) as a consequence of a fall of the recurring income and a smaller volume of real estate sales. During the first trimester of the FY12 the cover recovers up to 2,86x (1,94x in the first trimester of the FY11), favored by the larger income generated by the sale of buildings and a smaller financial load in real terms, as a result of the recent emission of debt in the capitals market, in favorable conditions. The expected income growth due to rentals derived from the incorporation of new rent generating assets and the optimization of the cost of the debt, will contribute to the support of the interests cover. ● During the first trimester of FY12 the greater generation of cash flow associated to sale of real estate favored the recovery of the liquidity indicators. The cash balances, cash equivalents and temporary investments maintained by FVI to 31/12/11 for a total of Bs. 665.2 million; cover 1,65X of the short term financial debt. It is expected that the income generated by the disincorporation of assets in the offices segment continue favoring the short term cash flow of the company and the levels of liquidity of the Issuer. ● Soon after the present emission of unsecured obligations, the Issuer will conclude a process of disincorporation of assets in the offices business as part of the strategy of concentration in the commercial centers business. The funds originating from these disinvestments will be dedicated to the reduction of the financial debt, taking into account that the macroeconomic perspective is not favorable for a robust growth of the renting income of the commercial premises, which could compensate the rent income that is sacrificed in the process. ● Recently FVI concluded the Tolon II project of housing and commerce. This project is the last important work undertaken by the Issuer in Venezuela and consists of 5,500 m2 of commercial area and 11,870 m2 of residential area. The Issuer is negotiating the partial sale of the commercial business of Tolon II, that will represent an important source of short term resources, favoring as well, a greater generation of rent income. At the same time, FVI is negotiating the acquisition of a new commercial center in the interior of the country that would allow extending the portfolio of rent generating assets to the Issuer. PROCESSING AND SOURCES OF THE INFORMATION. The analyzed results of the three first months of the present fiscal year which end on the 31 of December of 2011 correspond to not audited financial statements, whereas the results analyzed to the closing of fiscal years 2011, 2010, 2009, 2008 and 2007 finalized on September 30, correspond to the audited financial statements of the Issuer, adjusted to the effects of inflation by means of the General Level of Prices method. The auditors are KPMG Alcaraz Cabrera Vázquez. The information of the economic activity and the sector, in which the Issuer operates, comes from financial institutions and specialized consulting companies. INFLUENCES FROM THE SECTOR AND THE contracts of renting of the commercial ECONOMY. premises include a fixed component and a variable one (based on sales). The terms DESCRIPTION OF THE BUSINESS. oscillate between 3 and 5 years. FONDO DE VALORES INMOBILIARIOS, The profitable net area of investments in S.A.C.A. (FVI) is a financial and real estate offices to the 31/12/11 is detailed next: company dedicated to invest, promote and Rental Area (M2) and Occupation (%) to manage the rent of spaces in Total Rented Occupation Office Buildings commercial, entertainment and offices 3,867 3,867 100 San Ignacio Center premises. The areas of business of the FVI 3M 4,289 4,289 100 are: 1) Renting of own buildings: HP 3,401 3,401 100 1,867 1,867 100 commercial premises, offices, and deposits; Provincial A and B 1,811 665 37 2) Administration of parking spaces in Mene Grande 804 0 0 commercial centers and office buildings; 3) IASA 16,038 14,089 88 Total Services of intermediation and real estate administration, rent of advertising spaces in commercial centers; 4) Sale of buildings It´s worth emphasizing that FVI must assume the costs of condominium of the developed or acquired by the FVI. vacated buildings. The office rent contracts Income in Thousands of Constant Bs at December 2011 Kind of Business FY11 FY10 FY09 FY08 are in fixed rates, in bolivars, adjusted to 235,523 257,045 257,507 233,078 the Consumer´s price index. FVI maintains a Rents 24,062 28,441 37,512 40,257 Parking Lots strategy of disinvestment in the offices 50,257 43,789 56,601 60,716 Services 309,843 329,275 351,620 334,051 segment, process that will be concluded in Subt. Recur. Income 267,570 616,970 257,186 232,847, Sale of Real Estate the next 3 years and which includes the sale 577,413 946,245 608,806 566,898 Total Income of CSI, 3M, HP, Mene Grande and Provincial Source: Audited Financial Statements Towers; with the intention of focusing in The FVI concentrates in two subsidiaries the High End Commercial Centers business, the handling and development of their where FVI has participation (Tolon I and II, main types of building. In Inmuebles y San Ignacio and Paseo El Hatillo-La Valores Caracas (INVACA) it concentrates Lagunita). the offer of commercial centers. The offer FVI has culminated three important works of buildings destined to office is recently. First, in El Rosal urbanization of concentrated In Latinamerican Office Caracas is the Galipan Enterprise Center. Properties. As of 31/12/11, the profitable This project developed by LOP, consists of net area of the investments in commercial 43,000 m2 of offices. The building is 100% centers is detailed next: sold. The second is the development of INVACA – Rental Area (M2) and Occupation (%) offices at Paseo El Hatillo-La Lagunita, Total Rented Occupation Commercial Centers which complements the commercial center, Area 23,846 23,047 97 and Tolon has a construction area of 18,304 17,164 94 Paseo El Hatillo LL approximately 6,000 mts2, 100% sold. The 8,043 7,523 94 San Ignacio Center 50,143 47,760 95 third work is the housing and commerce Total The average percentage occupation of the project Tolon II, developed by INVACA commercial centers has stayed stable with through its 100% owned branch, Carotal Corporation; which consists of a 5,500 m2 respect to the closing of FY1O (98%). The Commercial area and a residential area of 11,870 m2. 100% of the residential area has been sold and the commercial area is at present being negotiated with interested parties. The project was concluded during the Fourth trimester of 2010. SITUATION OF THE ECONOMY AND THE SECTOR Average price of oil Venezuelan Basket US$/Barrel 2011 101.06 2010 71.9 2009 57.0 2008 86.8 After reaching a historical maximum of US$ 130/barrel in July 2008, the price of the Venezuelan basket of crude fell to US$ 32 in December of the same year, product of the global economic crisis that untied the bankruptcy of the USA global company of financial services, Lehman Brothers. The steep fall of the prices of petroleum and the later exhaustion of the accumulated resources by the Venezuelan Government, triggered the recessive phase of the local economy as of the second trimester of 2009. Real Sector of the Economy-Consumption & Inflation 2011 2010 2009 2008 Real Variation % Total GDP 4.2 -1.5 -3.2 5.3 Oil GDP 0.6 0.1 -7.4 2.9 Non Oil GDP 4.5 -1.6 -1.7 5.7 Construction GDP 4.8 -7.0 -0.2 10.5 Private Consum. 4.0 -1.9 -2.9 6.3 Variation CPI 27.6 27.2 -25.1 30.9 The sustained recovery of petroleum prices in 2010, that allowed, together with the official exchange rate devaluation, at the beginning of the year, to increase public expenditures significantly, was insufficient to reverse the contractive tendency during the three first trimesters of the year. The lower productivity of the nationalized companies, was joined by the electrical rationing, that in general affected commerce and industry, plus the closing of the permutation parallel dollar market with the consequent delays in the provision of raw materials and imported goods. The strong increase of the oil prices in 2011 together with the new devaluation of the official exchange rate at the beginning of the year, again allowed to the Government an important increase in the public expenditures. The expansion of the economy was maintained throughout 2011, although the difficulties maintaining public expenditures to invigorate the economy, still persist, coupled with the low investment of the private sector and the difficulties for obtaining raw materials for industrial production. The fall of the real GDP in 2009 and 2010 was closely related to the fall of the aggregate internal demand, whose main component is private consumption, which has constituted the fundamental motor of the economic growth. In 2011, with the increase in government expenditures, population occupied in the public sector grew significantly as well as the real wages, which had decreased during the last three years. Equal behavior was registered in the private sector and in this way; consumption has recovered in the present year. Average Interest* Rate (%) Active 90 Days Term Spread 2011 17.45 14.73 2.72 2010 17.93 14.79 3.14 2009 20.31 15.58 4.73 2008 22.77 16.55 6.22 In 2008 the BCV took measures to control consumption, and therefore the inflation, increasing the passive interest rates to a minimum of 13% and the active ones to a maximum of 33%. Besides the reductions applied to the maximum active rate on the part of the BCV in April of 2009 (32%) and June of 2009 (29%), the little credit demand, characteristic of the recessive cycles, contributed to the reduction of the active interest rates and “spread” in 2009 and 2010. The tendency has continued in 2011 when the credit portfolio of the banks has grown timidly in response to the recovery of the economic activity. In January of 2010 the devaluation of the Bolivar and the adoption of a type of dual change, was announced by the National Executive, setting down a first level in Bs. 2.60 per US dollar, destined to the transactions considered of high-priority (familiar remittances, students, foods, health, sports, others), public imports and payment of external debt, and a second level in Bs. 4.30 per dollar, called “oil dollar”, which includes to the rest of the economic sectors. In May of 2010 the Government closed the “permutation” market and in the following month of June, the BCV implemented a System of Transactions with Titles in Foreign Currencies (SITME), through which the juridical persons can acquire up to a monthly maximum of US$ 350,000 for the importation of goods and services, and the natural persons for familiar remittances, studies abroad, consumptions during trips abroad and other concepts. The type of implicit change average of this mechanism is of Bs. 5.30 per dollar. In force starting on January 1º of 2011, the Executive announced the unification of the type of dual change for currencies administered by CADIVI at the level of Bs. 4.30 per dollar. For the period 2012 -2013, a positive performance in world-wide economic growth, (even though threats of recession by the crisis of the European debt and the possible deceleration of the economic growth of China do exist) with the consequent strengthening of the oil demand, is expected. That, together with the restrictions in supply, will maintain the high level of oil prices that is observed at the moment. With the high fiscal expenditures expected for 2012, due to it being electoral year, a growth of around 4% is expected. For the short and medium term, it is expected that recovery of the private consumption will be maintained, although the inflationary pressures will continue, which combined with the weakness of the labor market could affect the potential of this growth negatively. On the other hand, the prices of office spaces have undergone an important increase during the last five years, due to the increased demand that took place with the increase of the economic activity and the low inventories. This demand has gone mainly towards rent, since the present tendency of the companies is not to immobilize capital in nonproductive assets. The supply of offices as much for rent as for sale has not increased significantly due to the little investment in new construction projects by the private sector, which have been discouraged by the high inflation, price control of rents, high local interest rates, and overvaluation of the exchange rate, among others. Finally, the purchase on the part of the Venezuelan State of the main cement producing companies of the country during 2009, and the steel products manufacturers in 2008 and 2010, as well as the regulation of the main construction raw materials has additionally limited the growth of the supply and delayed the execution of ongoing projects. The number of transaction of commercial premises in the metropolitan area of Caracas has presented a cyclical behavior, with a tendency to fall; therefore the prices of commercial premises have undergone an important increase. It is worthwhile to emphasize that the decrease in the number of operations in the segment of commercial premises in the last years has been determined by the reorientation of the commercial centers to the renting market. The Ministry of the Popular Power for Public Works and Housing, emitted Resolution N° 110, published in Official Gazette N° 39,197 dated June 11 o of 2009, according to which the collection of quotas, or percentages, based on the Consumer Prices Index (IPC) in real estate projects is prohibited and, it can be presumed, will impact negatively in the activities of the construction sector. Additionally, the expropriations of real estate projects undertaken by the Government and then intensified in 2010 will have an adverse effect in the number of companies that are dedicated to this activity. POSITION OF THE COMPANY IN THE SECTOR The Commercial Centers where the FVI has participation (Tolon I and II, San Ignacio and Paseo El Hatillo-La Lagunita) serve mainly the population segments with the greater spending power. That is the reason why they were less affected by the recessive cycle of the economy. During 2011 the number of visits to the main commercial centers of FVI increased by 9.3% and the increase in sales in bolivars of the renters was 34.5%; greater than the inflation of 27.60%. Comm. Center Tolon Paseo El Hatillo San Ignacio INVACA – Number of Visits 2011 2010 7,201,513 6,663,634 5,229,468 4,848,295 10,017,615 9,031,096 Variation 8.1% 7.9% 10.9% INVACA – Sales by Premises (Thousands of Bs) Commercial Center 2011 2010 Variation 701,702 544,148 29.0% Tolon 363,506 255,663 42.2% Paseo El Hatillo 104,702 64,029 63.4% San Ignacio FVI has exported its “know how” through agreements of strategic alliances in the development and operation of “High End” Commercial Centers for the Caribbean Region, having closed agreements in the Dominican Republic and the Island of Saint Maarten. The office spaces currently managed by FVI are located mainly in the Chacao Municipality. The rented spaces are distributed between the energy sector, services and technology. ANALYSIS OF THE FINANCIAL STATEMENTS. The numbers mentioned next correspond to the financial statements adjusted by inflation, expressed in constant bolivars of December 31 of 2011. PROFITABILITY. Indexes (%) Gross margin* Operating margin* Operating margin Net margin ROE ROA Dic 11 59.4 37.7 42.6 15.2 9.9 4.0 Sep 11 Sep 10 Sep 09 60.0 35.6 32.8 8.9 3.1 1.2 62.1 40.0 33.1 8.1 4.7 1.6 64.7 39.5 50.2 13.6 5.0 1.3 (*)Recurring operations; does not include income and costs due to Real Estate and Investments sold. After the income from recurring operations of the Issuer (renting, parking and services) grew continuously in constant bolivars during ten consecutive fiscal years, in FYIO and FY11 these incomes have diminished to an average rate of 6% per annum. In the first trimester of FYI2, the reduction has been of 7.4% with respect to the same quarter of the previous exercise. The aging of the existing commercial centers, the disinvestments in the services segment (franchises and entertainment) and, more recently, in parking and office spaces, have contributed to such behavior. During FY08 the non-recurring Income maintained an increasing tendency, product of the disinvestment process initiated by FVI in the offices segment since FY07, in order to concentrate in the of commercial centers business. During that exercise offices in Towers CSI, Roygar and Regelfall are sold, whose income represented 41.00% of total Income. During FY09 office spaces in Towers HP, 3M, CSI, and Provincial are sold. During FY1O office spaces in Towers CSI and HP, were sold as well as delivery of projects executed for sale such as Galipan Center and PEHLL take place. During FY11 the sales in Galipan center, PEHLL, CSI and HP continued. It is estimated that during the term of the Unsecured Obligations, the disinvestment plan of office spaces will generate cash surpluses which will be applied partially to the reduction of the financial debt. The operating margin calculated with base in the recurring operations of the Issuer has diminished, as a result of the reduction of recurring income since FYIO. Although the reduction of these incomes has been reflected in a decrease of all the yield indicators, nevertheless they continue being widely positive. DEBT. Indexes (%) Liability/Patrimony Liability/Assets Current Cash/Liabi Debt Finac/Liabilities Net F.D./Income Dic 11 Sep 11 Sep 10 Sep 09 1.35 0.54 0.28 1.38 0.55 0.39 1.85 0.62 0.32 2.61 0.70 0.29 0.75 0.95 0.74 2.52 0.74 1.76 0.75 3.07 Between FY04 and FY08 the Issuer had a continuous increment of its levels of leverage measured through the Liabilities/Patrimony relation, which was the result from the indebtedness with which investment in securities and the development of real estate projects were financed. At the closing of FY09 the net financial debt fell by 20.0%, favored by the cancellation of short term loans . In FYIO the net back-to-back financial debt was increased 42.3% in nominal terms when passing from Bs. 762.4 million at 09/30/09, to Bs. 1.084.8 million at 09/30/10. The increase was of 11.2% in real terms. In FY11 the amount of debt shown above, was increased 20.8% in nominal terms when passing to Bs. 1.062.9 million at 30/09/11, showing a reduction of 3.8% in real terms. During the first trimester of FYI2 the net back-to-back financial debt raises 2% in nominal terms to be located in Bs. 1.083.8 million, equivalent to a reduction in real terms of 3.9%. The financial load has benefited since FY08 with the reduction of the prevailing interest rates in the market. Financial Debt (Thousands of Constant Bs) Balance Entries Dic 11 Sep 11 Sep 10 Sep 09 Bank Loans 358 137 298 281 Current Portion 0 47 27 325 Fin. Obligs. PC 46 471 375 339 Financial Debt PC 403 655 700 946 L.T. Loans 262 205 366 751 Fin. Obligs L.T. 1,057 839 1,192 1,529 Financial Debt LT 1,319 1,044 1,557 2,280 Total Finan. Debt 1,723 1,698 2,258 3,226 Cash and equiv. 224 127 279 79 Temporary Inv. 441 117 311 1,280 Net Finan. Debt 1,058 1,455 1,667 1,867 The financial debt of the Issuer in real terms has been reduced in significant terms at the closing of FY11, showing a slight increase at 12/31/11. The funds originating from the emission will be used to partially restructure the debts due in years 2012 and 2013. SOLVENCY AND LIQUIDITY. Indexes (%) Interest Cover Adjusted Cover* Liquidity Acid Test Cash &Temp Inv/Finan Debt Dic 11 Sep 11 Sep 10 Sep 09 2.86 0.81 1.73 1.42 1.88 1.29 1.04 0.52 2.97 1.49 1.11 0.85 2.83 1.45 1.49 1.47 1.65 0.37 0.84 1.44 During the first trimester of FY12 the greater generation of associated cash flow on real estate sales favored the recovery of the liquidity indicators. The balances in cash, temporary equivalents of cash and investments maintained by FVI at 12/31/11, for a total of Bs 665,2 million, cover 1.65X of the short term financial debt. It is expected that the income generated by the disincorporation of assets in the offices segment will continue favoring the cash flow of the company and the levels of liquidity of the Issuer. The expansion process of the company by means of the incorporation of new assets (Tolon Commercial Center, San Ignacio Center, C.C. Paseo El Hatillo-La Lagunita), demanded substantial investments, in its majority originating from financial loans and unsecured general obligations. The main productive assets in terms of income generating capacity, property of the FVI, maintain high levels of occupation. In FY11 the net cover of interests lowered to 1,88x (2,97x in FYIO) product of a fall of recurring income and a smaller volume of buildings sales. During the first trimester of FYl2 the cover is recuperated to 2,86x (1, 94x in the first trimester of FY11), favored by the greater income generated by the sale of buildings and a smaller financial load in real terms, resulting from the recent emission of debt in the capitals market in favorable conditions. Until FY11 the recurring operations (renting, services and parking) managed to cover the totality of net financial interests. During the first trimester of FYl2 this cover declines due to a reduction of the income from interests, as a result of an accounting reclassification of income from interests. The growth of income expected from renting, product of the incorporation of new rent generating assets and the optimization of the cost of the debt will contribute to the support of the interests cover. The funds originating from disinvestments in the offices segment will be dedicated to the reduction of financial debt, taking into account that the macroeconomic perspectives are not favorable for a robust growth of income from renting of commercial premises that could compensate the recurrent income that is sacrificed in the process. EFFICIENCY. Indexes (times) Sales/Tot Asset Sales/Fixed Assets Dic 11 Sep 11 Sep 10 Sep 09 0.26 0.81 0.14 0.40 0.19 0.63 0.10 0.36 The dynamism of the real estate activity has favored the maintenance of high levels of occupation in the buildings property of FVI. The composition of the real estate portfolio (offices for the corporate segment, especially multinational oil companies and banks, as well as premises in “High End” commercial centers), combined with the disinvestment process of buildings pertaining to the offices segment, has favored the behavior of this indicator (See Description of the Business). SENSITIVITY BEFORE CHANGES IN ECONOMIC POLICY. As a result of the exchange control established in the country as of January of 2003, the FVI management initiated a process of cancellation of liabilities in foreign currency. In this sense part of this debt was recognized by the foreign exchange administrative office (CADIVI), as well as the conversion into bolivars of another part and cancellation of liabilities by means of the application of its own resources in foreign currency. Historically, the Issuer has maintained a net active position in foreign currency. On the other hand, the Issuer maintains investments in portfolios denominated in bolivars whose valuation fluctuates mainly according to the exchange rate of the Bolivar, mainly against the American dollar. This scheme of investment combined with the active position in foreign currency, allows it to obtain positive results in cases of devaluation of the type of official exchange rate. In the horizon of the obligations object of the present qualification, the cover of interests projected by the FVI Management is adequate. Nevertheless, it could be jeopardized as a consequence of a greater fall of private consumption as a result of poor performance of the economic activity, with the consequent impact on the variable component of the renting canons. Another risk associated with the flow of income of the Issuer, constitutes a probable loss of value of the assets, which could affect the income derived from the disinvestment program in the offices segment advanced by the Issuer. The totality of the present debt of FVI is denominated in Bolivars. An increase of 50 percentage points in the average active interest rates would reduce the cover of interests projected by FVI to levels still considered comfortable. EXPANSION and GROWTH. In accordance with its present business strategy, the FVI is in a process of disinvestment in the offices segment, a process that will extend during the next 3 years and that includes the sale of CSI, 3M, HP, Menegrande and Provincial office buildings, and that will constitute an important source of income for the Issuer. The efforts of the Issuer are concentrated in the commercial centers business. At the moment, FVI has concluded the Tolon project of housing and commerce, developed by INVACA through their 100% owned affiliate, CarutaI Corporation. This project is the last important work undertaken by FVI in Venezuela and consists of 5,500 m2 of commercial area and 11,870 m2 of residential area. GUARANTEES AND DEFENSES. The Unsecured General Obligations N° 2012-1, object of the present qualification, will not have any type of guarantee or defense with respect to the payment of interests and capital that will grant the investor any additional protection different from the solvency of the Issuer. ADMINISTRATION AND PROPERTY. Fondo de Valores Inmobiliarios was founded on March 1992, by Luis Emilio Velutini and a group of investors related to some Venezuelan financial institutions, dedicating itself in one first stage to the investment, development and administration of a portfolio of real estate assets, specifically in the commercial premises and offices, under the figure of long term leases. In the middle of 1996 a private shares offer for US$ 56 million was placed and the Argentine company Inversiones y Representaciones, S.A. (IRSA), is also incorporated as a shareholder, which later sells its participation in 2001 after a program of reorganization of their operations. During 1997, the company issued a public offer of class B shares, equivalent to US$ 100 million and in January of 1998, managed to complete the ADR'S program Level I. During 2002 the subscription of shares on the part of the EIP company with a capital contribution of more than Bs. 51.0 million. EIP is a part of Equity Group Investment, formed by a group of companies dedicated to the handling of investments in the real estate market of the United States of America and other regions, with combined assets of more than US$ 38,000 million. IMPACT OF THE EMISSION. The shareholders of the company at 12-31-11 are: The funds from the placement of General Shareholder % Participation Unsecured Obligations N° 2012-1 by an Class “A” Shareholders amount of Bs. 500.000.000, 00 and term of up Venezuela Invest Ltd 12.13 to 5 years, will be used to reprogram Others 1.06 maturities of financial debt of the Issuer in Total Class “A” 13.19 years 2012 and 2013. Class “B” Shareholders Bank of New York (ADR) Caja Venezolana de Valores Others Total Class “B” Total 71.87 2.36 12.57 86.81 100.00 The current Board of directors of FVI is composed by the following members: Name Luis Emilio Velutini U. Luis Emilio Velutini U. Horacio J. Velutini Sosa Luis Garcia Montoya Luis Delgado Lugo Carlos Acosta Pedro Lopez Luis Carlos Serra Carmona Alvar Nelson Ortiz Tulio Guillermo Chacon Luis Andres Guerrero Rosales Jose Vicente Melo Lopez Armando Capriles Capriles Office President Principal Directors Substitute Directors WARNING: The present Opinion does not imply recommendation to buy, to sell or to maintain the securities described, nor implies a guarantee of payment of the title, but an evaluation on the probability that opportunely the capital of the same and their yields will be cancelled.