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Adg dgar ar In Inve vest stmen ents ts an and Dev d Devel elopmen opment In Inves vestor tor Pr Presentati esentation on Mar arch ch 2015 1 Forwar Fo rward-Looking Looking Info nformation rmation The information


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SLIDE 1

In Inves vestor tor Pr Presentati esentation

  • n

Mar arch ch 2015

1

Adg dgar ar In Inve vest stmen ents ts an and Dev d Devel elopmen

  • pment
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SLIDE 2

Fo Forwar rward-Looking Looking Info nformation rmation

2

 The information included in this presentation is information based on information included in the Company’s December 31 2014 yearly report as published in the MAGNA as well as on prior presentations and reports published by the Company and cannot replace study of the Company reports in question. In addition, the presentation includes data and information presented in a manner and/or edited and/or presented at a different cross-section than the data included in the reports in question, or such that can be calculated from the data included in the Company’s reports.  The report does not constitute an offer to purchase Company securities or an invitation to accept such offers and was intended solely to provide information to investors and its contents do not constitute advice, recommendation, opinion or proposals regarding the feasibility of investment, and cannot replace judgment, independent examination and personal advice in accordance with each investor’s personal information. The Company is not responsible for the completeness and/or precision of the information, and shall bear no responsibility for any damages and/or losses that may be caused as a result of use of the information.  This presentation features forward-looking information, as defined in the Securities Law, 1968. Such information includes, among

  • ther things, forecasts, goals, assessments and estimates made by Adgar Investments and Development Ltd. (“the Company”)

referring to future events or matters, the realization of which is not certain and is not under the Company's control and which are known to the Company as of the publication of this presentation. By its nature, forward-looking information is subject to the risk of it not being realized and such information is uncertain.  Realization of the forward-looking information shall be influenced by risk factors that characterize the Company's activity as well as developments in the economic environment in which the Company is active and in outside elements that may influence the Company’s activity.  Therefore, readers of this presentation are hereby warned that the Company's actual future results and achievements may be materially different from those presented in the forward-looking information presented in this presentation.  Furthermore, forward-looking forecasts and estimates are based on data and knowledge in the Company’s possession upon publication of the presentation and the Company is not required to make any update or change any such forecast and/or estimate so that they reflect events or circumstances applying after the presentation date.  To be clear, the Company is under no responsibility to update the information included in the presentation.

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SLIDE 3

 The real

l estate ate arm of the e Zur r Shamir mir Holdi dings ngs Group up.

 31

31 assets ets in majo jor r city y centers ters – Toronto,

  • nto, Tel Aviv,

v, Warsaw, aw, Antwer werp. p.

 283

283,000 000 m², , mainl nly y offices. ces.

 abou

  • ut 300

300 tenan nants. ts.

 Deben

benture ture rating ing – A3

3
slide-4
SLIDE 4

The Company’s Strategy

Th The Re Real al Estate tate Level vel Th The Financi ancial al Level el

  • Location
  • Betterment potential;
  • Building quality
  • Cost per m²
  • Significant yield gap over

cost of finance

  • Financial flexibility

The Ad Admi ministr nistrative ative Level vel

  • Professional management staff
  • Local management
  • Critical mass in each country
4
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SLIDE 5 5 1) All partnerships are held at a rate of 100% and hold most Canadian assets at 50%

Zur Shamir Holdings Ltd.

Direct Insurance Financial Investments Ltd. Adgar Investments and Developments Ltd.

Adgar International Holdings Ltd.

Additional Canadian Partnerships (1) Migdal Additional Belgian Companies Polish Companies
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SLIDE 6

 Real

l estate tate with th a value ue of 3.3 bill llio ion n NIS.

 Equi

uity to balan ance ce sheet eet ratio tio (less ss cash) sh) of 27 27%. %.

 Loan

an to value ue ratio io (LTV) ) of 46 46%. %.

 Total

al net financial ancial debt bt to investm vestment ent prop

  • perty

erty and d real l estat ate e under der construction nstruction ratio io of 64 64%. %.

 NOI for 2014

4 – 173 173 milli lion

  • n NIS (afte

fter selling ing an additional ditional 25 25% in Cana nada da and nd inve vestme tment nt in pro rope perti ties es that at have ve yet to create eate thei eir r full ll yield). ld).

6
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SLIDE 7

Geograp graphic hic Br Breakdown kdown by Rent nt for 1-12/14 12/14

7

Belgium 10% Israel 26% Poland 34% Canada 30%

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SLIDE 8 8

Sa Sale le of Pr Properties perties in in at at Bo Book

  • k Val

alue an and Hig igher her

May 2012 – sale of 25% of the rights to most properties in Canadian in return for a gross sum

  • f $99 million Canadian. Real

alization ation of ca capita tal gai ains to the e sum of 92 million

  • n NIS.

Migdal has a 19.39% investment in the Company’s activity in Poland.

January 2014 – completion of the agreement to sell an additional 25% of most of the properties in Canada in return for a gross total of $110 million Canadian. Realization of ca capita tal gai ains to the sum of 109 million

  • n NIS.

Pr Proje jects cts under der deve velop lopment ment

APW - 78%

78% signed leases, the property was purchased in June 2013 24% leased.

Adga gar r 360 – 49 49% % signed leases (an additional 5% in negotiations), a project expected to be

completed at q2 2015.

2 Fras aser er - 50% a project expected to be completed by the end of 2015.

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SLIDE 9 9

Countr untry Nu Numb mber er of Building ldings Building lding areas eas (Thous

  • usands

ds of Meters ters)

Occupancy cupancy Rate te As of Decembe cember 31 2014 14 Book

  • k Value

lue of Prope

  • pertie

ties

(Million

  • ns of NIS)

Isra rael el 6 61 94% 701 Cana nada da 15 86 95% 916 Poland and 6 107 89% (1) 1,122 Belgiu ium 4 29 86% 226 Total tal 31 283 2,965 (2)

Cas ash-Gene Generating ating Prop

  • pertie

erties s – December cember 31 1 2014 14

1) Without APW, the occupancy rate in Poland is 97%. 2) Not including investment property under construction and construction rights.

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SLIDE 10

0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% Over 5% State of Israel 5% - 3% 3% - 2% 2% - 1% Under 1%

10

Israeli Govern- ment

  • Belgian Govern-

ment Offices

  • Polish

Government Offices

  • Bank of Montreal
  • Link 4
  • Thomas Cook-

Canada

  • IDI Insurance
  • Pfizer
  • CIBC
  • Symantec
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SLIDE 11

NO NOI De I Deve velopme

  • pment

nt (in Millions

ns of NIS) S)

11

105 124 146 167 173 171 174 (* 190 192 (* 173 205 235

50 100 150 200

2005 2006 2007 2008 2009 2010 2011 2012 *) 2013 2014 2015 Forecast **)

Expected NOI

*) After selling ng 25 25% of

  • f most

st of

  • f the prope

pert rties in in Cana nada da in in May 2012 and an an additio tiona nal 25 25% in in Janu nuary ry 2014. **) After occupyi cupying ng the APW Project ct and d the Adgar r 360 project ct (on the basi sis of exist sting ng prope perties, ties, ass ssum umpti ption

  • ns regardi

ding ng contr ntrac act t renewal al and exchang hange rates s as of Decemb mber r 31 2014). ). On the matte ter r of forwar ard-look

  • oking

ng infor

  • rmati

mation

  • n see Slide

de 2

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SLIDE 12

FF

FFO O (in

n Millions ions of NIS)

12

Yearly FFO rate on the Basis of Q4/2016 Yearly FFO rate on the Basis of Q4/2015 2014 2013 FFO as defined by the authority 30.2 28.4 Real FFO (*) 70 52 33.7 50.7

*) *) On On th the bas basis of

  • f exist

sting rental ntal contr contrac act (i (in th the event nt of

  • f th

the di disc scon

  • nti

tinu nuati ation

  • n of
  • f a re

rental ntal ag agre reement, nt, renewal al was as assume sumed with th no no ch chang ange in in terms) rms) and and occ ccup upati ation

  • n assumpti

sumption

  • ns re

regardi arding ng pr proj

  • jects

cts un under der developm

  • pment
  • nt. Withou

Without th the inf nflue uenc nce of

  • f addi

additio tional nal pos possi sible ble cha changes, s, suc such as as cha chang nges in in exchan change rat ates and and chan changes in in finan inanci cing expenses ses foll

  • llow
  • wing

ing chan changes in in int interest st rates ates. Furth Furthermo rmore re, do does no not incl clud ude addi additio tional nal FFO FFO fr from

  • m th

the pu purch rchase se of

  • f ne

new pr prop

  • pert

rties (a (as well as as a decre creas ase in in th the event nt of

  • f th

the sale sale of

  • f pr

prop

  • pert

rties) s); on

  • n th

the matt matter of

  • f fo

forward ard-look

  • oking

ng inf nfor

  • rmati

mation

  • n se

see Slide de 2

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SLIDE 13

Sharehol reholder der Capi pital tal Develo elopm pment ent (in

n Millio ions ns of NIS) S)

13

686 745 836 849 828 876

8 30 30 35 35 20 20 30 30

500 650 800 950 2009 2010 2011 2012 2013 2014

Equity Attributed to Shareholders Dividend Distribution

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SLIDE 14

Equity ity to Ba Balan ance ce Sh Shee eet Rat atio (Less Cas

ash)

14

21.8% 24.0% 24.8% 27.4% 26.3% 27.0% 28.1% 29.0% 20% 22% 24% 26% 28% 30% 2009 2010 2011 2012 2013 2014

Ratio of Capital to Balance Sheet (Less Cash) Ratio of Capital to Balance Sheet (Less Cash) Attribution of Migdal Loan to Capital

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SLIDE 15

Financ ancial ial Flexi exibili bility ty

15

58% 55% 51% 48% 45% 46% 40% 45% 50% 55% 60% 65% 2009 2010 2011 2012 2013 2014

Fi Finan ancial cial Debt bt to Inv nvest estme ment nt Rat atio io – LTV *) *)

*) Bank debt against pledged assets.

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SLIDE 16

Princi

ncipal pal Data a – December ember 2014 4 Statemen tements (Millions

ions of NIS) S)

Decem ember er 31 2012 Decem ember er 31 2013 Decem ember er 31 2014 Data a as of 182 309 445 Cash and securities 3,001 3,182 3,270 Investment property and real estate under construction 3,281 3,612 3,862 Total tal assets ts 426 556 601 Current liabilities 2,006 2,189 2,339 Other long-term liabilities 849 849 867 867 922 922 Equity ty 849 849 828 828 876 876 Equity attributed to shareholders 1-12/2 /2012 1-12/2 /2013 1-12/2 /2014 Data a for r the Perio riod 197.2 199.6 182.1 Revenues from rental of properties 190.5 191.8 172.6 NOI 158.3 160.3 139.6 EBITDA 70.8 97.9 75.4 Net profit 70.8 81.7 68.2 Net profit attributable to shareholders

16
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SLIDE 17

Pr Prin incipal cipal Ass Asset ets

17
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SLIDE 18

Is Isra rael el

18

Adga gar r Tower, er, Peta tach Tikv kva Area ea: : 26 26,000 000 m² (Compa pany shar are – 50 50%) %) The value of the Company’s share of the property as as of Dece cember er 31 2014 – 165 165 million

  • n NIS

Occ ccupa pancy rat ate e in property perty as as of Decem ember ber 31 31 2014 2014 – 99 99%

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SLIDE 19 19

25 25,000 000 m² val alue e as as of Decem ember r 31 2014: : 399 399 million

  • n NIS

Mai ain tenant t - the e Govern vernment t of Israe ael - Ministry try

  • f Educati

cation

  • n

Occ ccupa pancy rat ate e in property perty as as of Decem ember ber 31 31 2014 2014 – 95 95%

Has ashlosha hlosha St Street Tel Aviv

Pla lann nned ed proj

  • jec

ect t Proj

  • ject

ct under er cons nstru ructi tion

Under der co constructi truction

  • n :21

21,00 000 0 m² on the existing stru ructu cture re (Adga dgar 360 360) Planned ed proj

  • jec

ect t – co constru tructi tion

  • n of 16

16,000 000 m²

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SLIDE 20 20
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SLIDE 21

Toronto, Canada

21
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SLIDE 22

War arsaw saw (M (Mokotow)

  • kotow) – Polan
  • land
22
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SLIDE 23

War arsaw saw, , Pol

  • land

and

23
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SLIDE 24

An Antwer werp, p, Bel elgium gium

24
slide-25
SLIDE 25

Pr Project ects s Current rently y Underw rway ay – Israel ael

25
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SLIDE 26 26

Adgar/YH 161 Liberty Adgar 159/173 Dufferin Adgar/YH

42 Fraser

7-15 Fraser/ 30 Fraser Adgar /YH 2 Fraser Canada Bread Site

slide-27
SLIDE 27

Pr Proj

  • jects

ects Cu Current rently ly Un Unde derw rway ay – Ca Canada ada

27
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SLIDE 28

Summary of Projects Currently Underway

28

Country Project Name Under signed leases As of December 31 2014 Property Book Value December 31 2014 (Millions of NIS) Expected Completion Cost, Fully Finished (Millions of NIS) Completion Date Expected Added NOI Fully Occupied (In Millions of NIS) Israel Added floors Adgar 360, Tel Aviv 49% *) 214.1 71 Q2 2015 Some 25 Canada Fraser 2

  • **)

25.8 Some 25 Q3 2015 4 Total tal 239.9 .9 96 96 29 29

*) An additional 5% in advanced negotiations **) As of today, 50%

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SLIDE 29

Pl Planned anned Pr Proje

  • jects

cts

29

33 33 Ef’al, Peta tach Tikva kva

Building g C Hashlosh sha a Stre reet et Tel Aviv

The lot has 20 20,000 00 m² of constr tructio ion rights; the Company y is acting to increase the construc uctio ion n rights to 40 40,000 00 m² The Company y has construc uctio ion n rights to construct 17,000 m² of

  • ffi

fices

Lan and Adjac acent ent to ABC-II II Building, g, Poland and

The optio ion of

  • penin

ning a d data center on land near the ABC-II II Build ldin ing with an a area of 7,000 0 m² is being consid idered.

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SLIDE 30 30

Adga gar r Par ark k West est Poland d Bu Buildi ding g D

The Company y is workin ing to receiv ive a buildin ing permit it for the construc uctio ion n of an addit ition ional l 8,000 m² building. The Company y is acting to increased sed revenue from m the existin ing buildin ing and convert some of the construc uctio ion n rights from m offi fices to residentia tial

30 Fras aser r 7-15 & Can anada da

The Company y is workin ing to receiv ive a buildin ing permit it for the construc uctio ion n of an addit ition ional l 5,000 m² buildin ing. g.

Adga gar r Par ark k West est Poland d Bu Buildi ding g A

Pl Planned anned Pr Proje

  • jects

cts

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SLIDE 31 31

350 Bu Burnhamth mthorpe

  • rpe

Can anada ada

The Company y is workin ing to receiv ive rights to construct t 15 15,000 00 m² of offi fices. s.

120 120 Bl Bloor

  • r - Can

anada da Adjacen ent t Lan and

The e Compan mpany y is work rking g to receive eive constru struct ction righ ghts s for r a residenti ential al building g or

  • ffice

ce space ce on land near ar the Bloor r 120 120 Building g in Toro ronto to, , Canada ada.

Can anada ada - Liberty erty

The Company y is workin ing to receiv ive rights to construct t 30 30,000 00 m² of offi fices. s.

Pl Planned anned Pr Proje

  • jects

cts

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SLIDE 32 32
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SLIDE 33

Tha Thank Yo nk You

33