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Düsseldorf, Deutschland
«Hellenic Development Beteiligungs AG»
- Germany 14 February 2014 -
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915
1.4 «ELLINON POLITEIA»
Metropolitan - Residential Park
Innovative development project in Greece: Total financing 35 billion euros, (insurance,
yield and investors’ participation in profits), architectural design (non competitive
architectural model in global market), guaranteed viability with economic result (the
economic exploitation is defined as value, combined with the goodwill of the global
cultural heritage and the location of the project), minimum planned gross revenues of 66
billion euros including 3% of social reciprocal benefits (1,980 billion euros) in favor of
vulnerable social vulnerable groups.
The project is covered by the European Union Law
Representation:
MZS Rechtsanwälte & Engel Heckmann & Partner
www.mzs-law.com www.engel-heckmann.de
Düsseldorf, Deutschland
- Germany 14 February 2014 -
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915
2
Contents
1. Preface of Project “Ellinon Politeia”........................................................................................................... 3
2. Proposal “Ellinon Politeia”......................................................................................................................... 5
2.1 Project size..........................................................................................................................................................6
2.2 A few words about the project.............................................................................................................................7
3. Actuarial Study - Risk coverage.................................................................................................................. 9
4. Innovation of financing............................................................................................................................. 11
5. Beneficiaries............................................................................................................................................. 13
6. Warrant Bond Terms............................................................................................................................... 15
6.1 Investor Guarantee: Warrant Bonds.................................................................................................................15
6.2 Entry Fee: Warrant Bonds ................................................................................................................................15
7. Project “Ellinon Politeia” Securitization................................................................................................... 16
7.1 G.HDBONDS (Senior Debt Instruments): HDBABS: Asset-Backed Security..................................................16
of Nominal Value....................................................................................................................................................16
7.2 Investor Profits..................................................................................................................................................18
7.2.1 HDBONDS: Coupon Interest.....................................................................................................................18
7.2.2 S.C.C.: Secured Commission Coupon “Ellinon Politeia”.........................................................................19
7.2.3 Capital Gains Security, freely transferable ................................................................................................20
8. Sales - Schedule........................................................................................................................................ 23
9. Financing Data......................................................................................................................................... 23
10. Architectural design data........................................................................................................................ 24
11. S.R.B. “Ellinon Politeia”- Social Reciprocal Benefit................................................................................ 25
12. Legal Duties............................................................................................................................................ 26
13. Copyright - Intangible Assets.................................................................................................................. 26
14. Conclusion.............................................................................................................................................. 26
Principles of Aristotle about Logic and Value ........................................................................................................26
- Germany 14 February 2014 -
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915
3
1. Preface of Project “Ellinon Politeia”
The project is covered by European regulation No 670/2012, which was published in Official Journal
L 204/1 of 31/07/2012 European Strategy for EUROPE 2020
http://ec.europa.eu/economy_finance/financial_operations/investment/europe_2020/
The “Ellinon Politeia” proposal constitutes the exit strategy from the Greek economic crisis for all the
parties involved . The opportunity is therefore given today, through Greece, the Greek Sovereign Debt
and the Greek (state) properties that are available for sale – development as aq lever of growth, to create
an independent primary financial result, within the global economic environment, according to English –
International Law that ensures it.
The primary economic result will work at the same time in favor of vulnerable social groups, through the
social corporate reciprocal benefit that has been connected with the project’s final economic result.
Our innovation is that investors will be secured through the issue of specialized corporate titles (bonds)
and with defined collateral for each bond (each bond is really secured with a piece of Greek land).
The main issuance of the bond loan, apart from the interest coupon, comes along with three types of
investor participation coupons in the total economic commercial result of the project’s profit.
By virtue of the memorandum signed with the Troika in September of 2011, all Greek (state) property
was transferred as guarantee – collateral to creditors of the Greek State – holders of the Greek Sovereign
Debt, through the newly established Hellenic Republic Asset Development Fund (FUND), with the
purpose to manage, sell and dispose of it through the above Fund in order to pay off beneficiaries of the
Greek Sovereign Debt. However, because of the lack of any national cadastral or other data and because
of its management by several Greek legal entities up to that time, the Greek state property was never
officially recorded, and therefore its value was never estimated!!!
According to a statement by the Greek managers, in autumn of year 2011, the expected - according to
them – benefit from the future sale of the above property (more than 80,000 properties including beaches
and ports) was only 25 billion euros, without any scientific data, criteria or any estimates from the
European real estate market. This kind of estimate is only comparable with prices in cases of war,
biblical disasters e.t.c.!
We consider that the management methods to date of the Greek property by the Fund, especially
concerning its sale, call for an independent audit and a detailed examination of conflicts of interest. The
basic pursuit of the Fund should have been exclusively the maximizing of its assets, aiming to serve in the
best possible manner the Greek State’s interests and the interests of Germany, who is the guarantor of
Greece’s loans, and the best yield for the lenders from the Fund’s procedures (less expenses).
In contrast to the current liquidation method, which provides small value and yield to the lenders, the
guarantor and the Greek State, the “Ellinon Politeia” proposal by Hellenic Development Beteiligungs AG
constitutes a strategic business plan, based on the real commercial value of Greek property.
The financing option for the project is pursuant to the legal framework of the loan contract
(memorandum), through securitization of the commercial development of the property, aiming to pay off
a fair amount of the Greek Sovereign Debt.
- Germany 14 February 2014 -
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915
4
On the one hand, both natural as well as legal persons – managers of private funds of the markets avoid
the investment risk of virtual economy, by investing in security that is secured with primary and real
produced economic product and by achieving guaranteed interest yield to their capital, at the same time
participating in the project’s profits, while they operate to the benefit of the general public and not
speculatively. On the other hand, all the involved bodies (credit institutions, funds) that are currently
managing the Greek Sovereign Debt will have a directly positive economic result.
All the above are legally covered by the legal framework of the loan contract (signed memorandum),
namely the English and not the Greek law, although the property is located in Greece, and beyond the
insurance offered to creditors, at the same time it operated also in favor of the investor – manager of the
specific property (Hellenic Development Beteiligungs AG).
Finally, the English and International Law, that covers the global economy, has the opportunity to operate
in the global economic environment towards the general public interest, not only for the Greek people, but
also for the rest of the countries – creditors of the Greek Sovereign Debt, and especially the German
people, who have guaranteed for the total amount of the debt towards all the rest third creditors.
(Eurozone States, IMF also a representative of countries etc).
For The Company
1. Evangelos D. Goutos - CEO
2. Lawyer Gustav Meyer zu Schwabedissen - Capital markets law, Mezzanine financing, Corporate Law
3. Dr. Marius Kuschka - Certified lawyer for Company and Commercial Law
4. Lawyer Dr. Barbara Dörner - Capital markets law, Corporate law
5. Mr. Stephan Brune - Certified Accountant and Tax Consultant
6. Sarantis Niadis - Chairman of Supervisory Board
7. Tzanos Emmanuel - Financial Advisor and Member of Supervisory Board
- Germany 14 February 2014 -
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915
5
2. Proposal “Ellinon Politeia”
STRATEGIC BUSINESS PLANNING
European Development Project in property owned by HRADF
FORMER INTERNATIONAL AIRPORT AT HELLINIKON, GREECE
LAND OF 6.250.000 SQ.M. APPROXIMATELY
Project financing Metropolitan - Theme - Residential Park “Ellinon Politeia”
“Hellenic Development Beteiligungs AG” as the current owner of the copyright of the proposal for the
Metropolitan - Theme - Residential Park “Ellinon Politeia” project, which was submitted on 11/10/2011
by a Greek S.A. company to the Hellenic Republic Assets Development Fund (HRADF) in Greece,
submits a modified proposal with first recipient the Federal Government of Germany, which is competent
in this matter as guarantor of the Greek Sovereign debt.
The submission of the proposal to HRADF received protocol numbers 055 to 061.
The European Investment Bank in response to this proposal in 2012, had notified to the then Greek
company that there was no legislative framework to support the proposal.
Furthermore, the European Central Bank had stated in a notification that the proposal will be forwarded to
the competent team of the Troika.
For the project’s financing - implementation, the type of the covered financing will be 3,300,000
(German type) corporate bonds, of total par value 66.0 billion Euros.
Our proposal immediately writes-off a large part of the Greek Sovereign debt of 21.8 billion Euros; this
price concerns and secures the purchase of land use for 100 years, the construction - building of the
above mentioned project of 13.2 billion Euros with financing from the securitization of the buildable
surface of 3.300.000 sq.m. to be built on this property which is mentioned in our proposal.
In the framework of corporate governance and with regard to the current necessity of corporate social
responsibility (a main purpose for us since our establishment as a company), we find it necessary to
primarily refer to the social contributory benefit resulting from it: Social Contributory Benefit S.C.B., to
which we will refer in detail below and it will be 3% of gross sales for the project. We will also refer to
the innovation of the financial planning, the synergies that arise through this proposal and secondary to an
analysis for the time being of the architectural model of the “Ellinon Politeia” project as it has no
competition today in the international property market.
- Germany 14 February 2014 -
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915
6
2.1 Project size
The “Ellinon Politeia” proposal concerns the development - reconstruction - exploitation of use of land
with a total surface of 6.250.000 sq.m. approximately, three times larger than Monaco (the Principality of
Monaco is 1,980 acres ).
Property location in Google maps:
- Germany 14 February 2014 -
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915
7
2.2 A few words about the project
Theme - Residential Park “Ellinon Politeia”
The Largest Development Project Globally
A Society Ready to Revive the Golden Age
Elliniko Airport, a «Gold» Neighborhood…
… The global neighborhood of Ellinon Politeia
The Ellinon Politeia* project, is a residential model of revival of the architectural aesthetic of the
5th century B.C., proposing the development of the land of the former Airport of Hellinikon in
Greece. A small futuristic society inspired from the «Golden Age» of Pericles, a time of power and
glory of the city - states of Athens, Sparta and Delos. The urban planning of Ellinon Politeia is
based on the architecture of the 5th century B.C. and its social structure on social morality,
philosophy and the general mentality of the ancient Greek society of city - states. Even as a
preliminary study, it is expected to become one of the greatest projects of urban redesign in
Europe. This ecological and residential model promises to become a beacon for the recovery, and
by extension the growth of Greece, on an economic and social level.
Ellinon Politeia, kicks off a new development chapter in Greek society a time of economic growth
and social prosperity!
Surrounded by a large theme park, a central green lung, an ornament for the city and for Greece,
host interactive events which will mirror everyday life of the ancient Greeks (athletics, family,
work, entertainment e.t.c).
- Germany 14 February 2014 -
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915
8
Ellinon Politeia has strong values:
● Aims at the common good and the general benefit of Greece and the European Union in
general.
● It is a revolution in Architectural design and reconstruction, as well as in the creation of
new innovative construction products because the whole project is included in the “green
cities” (eco city).
● While observing as a company the basic principle of transparency, the global community
will have the opportunity to contribute in the process of creative ideas and monitor at all
times the designs, the structure and -finally- the implementation of the specific project. It
openly invites all research teams of the world, from Universities and Scientific Institutions,
depending on each one’s specialty to participate in order to contribute to the development
of the Ellinon Politeia project.
● It invites –on equal terms- all interested citizens from all over the world who want to live in
“Ellinon Politeia”, to be residents of an ideal social model, regardless of social and economic
origin.
● It will reinforce tourism and increase the global interest for the Greek culture.
● The project will create thousands of jobs, from various professional sectors, not only during
its implementation, but also during its operation as “Ellinon Politeia”.
● The first net benefit for the creditors of Greece (holders of Greek Sovereign debt) and for
the Greek community is the direct write-off of the public debt which is expected to
overcome the amount of 21.8 billion euro.
● It is a challenge for us, as a German company to cooperate with companies that possess the
know how - experience in specialized projects, in order to achieve in Greece the maximum
expected financial results, through the cycle of global economy, in the country which
created democracy and the location where European history was born (Europa: After her
death, she was honored as a goddess with the name Ellotis.).
- Germany 14 February 2014 -
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915
9
3. Actuarial Study - Risk coverage
Minimum Gross Revenues of the “Ellinon Politeia”:project : 66 billion Euros
The minimum predetermined selling price per square meter, based on our own residential development
model and after an investigation we carried out based on current data, we deem and define as
predetermined selling amount starting from 20.000 Euros/ sq.m. only for the structured residential
surface. The price of 20.000 Euros/ sq.m. as the minimum selling price is deemed from our investigation
to date in the international market as reasonable, fair and true. The 53% of the sale of the total structured
surface with the predetermined price per square meter results in the amortization of the entire project -
bond loan.
The expected gross revenues of the project “Ellinon Politeia” will be at least: 3.300.000 sq.m. * 20.000
Euros = 66 billion Euros (without calculating the additional revenues (assets of the entire project), from
all the remaining uses and the exploitation of all assets as the operation of the thematic park e.t.c.), based
on the structured square meters of the total project and with the same selling price for commercial spaces
which will result by the commercial uses.
At this stage, the total cost of the bonds’ interest of 1.4 billion Euros annually has not been calculated as a
total for the entire project financing for the 6 years, i.e. 8.4 billion Euros, which are deducted from the net
profits of 31.1 billion Euros, as the terms of the bond issuance cannot be analyzed by our company at this
stage.
All the risks are covered in the par value of the bond with deviation of the budget with regard to the
project construction, as well as any charge on the project as the budget of construction also includes the
operational costs of the company.
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb
Table 1: Indicative price table from the international market between 20.000
sq.m. for residential use.
- Germany 14 February 2014 -
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165
Indicative price table from the international market between 20.000
sq.m. for residential use.
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
: (+30) 27540 52165- F: (+49) 211 3112 9915
10
Indicative price table from the international market between 20.000 € to 118.000 € /
- Germany 14 February 2014 -
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915
11
4. Innovation of financing
An advantage for the financing of the project is for us, as a company in Germany, the Greek legal
financial framework of the property, L.3986/2011 (signed memorandum), that covers all properties
belonging to HRADF. The financing of the development of these properties is feasible through the
issuance of a bond loan with the property under development as collateral.
The financing is accompanies by a complete actuarial study of the property’s commercial operation with
all the individual parameters to the final residential - commercial development of the property and the
price that results as value for the creditors of the Greek Sovereign Debt is a multiple of all evaluations so
far.
This is achieved through the securitization of the “Ellinon Politeia” project, alongside with a complete
business strategic plan of the commercial exploitation of the property through business corporate bonds
(German type) and taking advantage as security - collateral of the financing the issuance ability, that is
provided for under Law 3986/2011 for the specific property (special purpose bond loan issuance - spv),
thus achieving the maximum economical result at the transfer of the land’s use for 100 years.
The specific type of financing motivates the investors of the bond loan, as for the first time, in addition to
a yearly fixed interest of yield on the invested capital, they participate in the profits of the project.
The actuarial study of the commercial exploitation of the project combined with investors incentive -
participation in the profits of the project, will achieve in Short Term and Long Term Credit Rating, the
maximum tier of credit rating, from External Credit Assessment Institutions (E.C.A.I.), since there is no
comparable covered title today in the markets, with particular and predefined lien on square meter, of
property’s commercial exploitation where the price is determined by an actuarial study.
The coverage of the bond loan and its securitization in the predefined par value of the bonds is specific
and determined for the investor, on a right in rem of construction on a specific property based on law for
commercial exploitation. The particular ability of bond issuance for financing a project on a property, for
the particular property, results from the international contract in English law that the Greek Government
signed with Troika and the law voted by the Greek State (L.3986) in July 2011.
- Germany 14 February 2014 -
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915
12
Greece: Securitization Example
In Greece, the Greek Ministry of Finance attamted the securitization of claims in future community
funds, but the request was rejected by the European Bank.
An example of private initiative in securitization is the construction of metro line 4 in Athens directly
through fund raising from the securitization of the company’s future claims from the profits of tolls in
Attiki Odos.
G.HDBONDS: It is a security title (Senior Debt Instruments), secured on square meter, of which the
copyright (use of security for all the commercial uses that concern the transactions of intangible assets or
rights in rem) we own according to German and International law as of 6/10/2011, through our proposal –
project named “Ellinon Politeia” concerning the development of property in Greece.
- Germany 14 February 2014 -
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915
13
5. Beneficiaries
Beneficiary of revenues (of Greek Sovereign debt) : European Financial Stability Facility (EFSF)
headquartered in Luxemburg established in 2010 with KfW Bankengruppe as a contracting party acting in
the public interest, according to the benefit and guarantee of the Federal Government of Germany, the
guarantor of Greek Sovereign debt.
At 14/03/2012 the main contract of financial facilitation was signed between the Greek Republic, as
beneficiary –member-state, and the European Financial Stability Facility (EFSF).
Guarantor of the contract between the Greek Republic and the European Financial Stability Facility
(EFSF) is the Hellenic Financial Stability Fund (HFSF) which is based in Greece.
Applicable Law - Contract - English Law
Competent law court: Great Duchy of Luxembourg
- Germany 14 February 2014 -
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915
14
Table 2: Holders of Greek Sovereign debt
Greece - Property Manager today : HRADF Greek special purpose company - fund (German type
fund), legal person governed by private law, Greek managers and Troika observers)
Legal framework of Greek government properties: L. 3986/2011 (memorandum with English
contract, European development funding framework and fast track development procedures on specific
properties)
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1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915
15
Economic benefits to creditors of Greek Sovereign debt
- 21.8 billion Euros for European Financial Stability Facility
- 13.2 billion Euros maximum construction cost for project’s development (numerous jobs) with price
divergence + / - 7 % until the completion of the studies (complete construction’s plans, implementation
designs)
- 66 billion Euros minimum project’s revenues
6. Warrant Bond Terms
Raising 35 billion Euros in Warrants Bonds, equal to 53% of the par value of the main asset-backed
“Ellinon Politeia” bond loan of 66 billion Euros, with maximum fund commitment period up to three
years and minimum one year, from the opening of buying rights through credit institutions (trustees
Germany - financial institutions).
6.1 Investor Guarantee: Warrant Bonds
The net capital from trustees - financial institutions is returned to the investor, in case that within the time
period from opening the sale to the public of the Warrants Bonds, the particular property is either
transferred elsewhere or the fund is not raised for the purchase of the property or for several terms and
conditions to be included in the prospectus of the issuer of the Warrant Bonds.
6.2 Entry Fee: Warrant Bonds
3.8% (agio), 2% for banks and 1,8% for the issuer company of the Warrant Bonds.
(from the profits of 1.8% the company covers the preliminary studies of the project)
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This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915
16
7. Project “Ellinon Politeia” Securitization
7.1 G.HDBONDS (Senior Debt Instruments): HDBABS: Asset-Backed Security
of Nominal Value
HDBABS: It is a security title (Senior Debt Instruments), secured with a square meter, of which we own
the copyright (intangible asset), according to German and international law as of 6/10/2011.
The issuance’s value of the par value of the “Ellinon Politeia” bond loan, 66 billion Euros asset-backed
bond securities, is ensured through a sale actuarial study with the minimum price of the buildable square
meters of the project.
The specific type will work, as a security, in the bond loan. Together with an actuarial study for a project
it can achieve in Short Term and Long Term Credit Granting - Rating, the maximum tier of credit rating,
by External Credit Assessment Institutions (E.C.A.I.).
The above type works in conjunction with the European Directive for strategic development No.
670/2012, which was published in the Official Journal L204/1 on 31/07/2012 European Strategic of
EUROPE 2020.
As the example in the following table
An illustrative project example
The following is an illustrative and simplified example of how the Europe 2020 Project Bond initiative
could function at the level of the project and capital market investors.
A transport project, such as a section of railway network, is planned by a group of companies (sponsors)
and tendered by public authorities. The sponsors create a project company to raise the financing,
construct and operate the railway network for a period agreed with the public authorities. The sponsors
provide own funds to the project company in the form of equity and shareholder loans. The remaining
financing is raised by the project company in the form of debt, traditionally in the form of a bank loan.
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1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
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17
Instead of using traditional bank lending, the project company could raise the senior debt through project
bond issues. Capital market investors would buy the bonds if an investment grade credit rating,
preferably at least A-, could be achieved.
In the pilot phase of the Europe 2020 Project Bond initiative, the EIB would provide a loan or guarantee
(EIB facility) to the project company in order to raise the likelihood of timely repayment of principal and
interest to bond holders during the lifetime of the bonds (therefore reducing the risk of such bonds and,
consequently, increasing their credit rating).
The facility could cover all project-related risks affecting the cash flow generation from the start of the
operating period, as well as any funding shortfall during the construction period.
It would be sized project by project as a percentage of total bond funding subject to a cap, for instance
20% of the overall senior debt and could take the form of a credit line which could be drawn upon either
to service senior bonds or to meet funding shortfalls during the construction phase.
http://ec.europa.eu/economy_finance/financial_operations/investment/europe_2020/project_example_en.
htm
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This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915
18
Once drawn upon, the EIB facility would take the form of subordinated debt. This debt would be
reimbursed by the project company over time from the cash resources available after senior debt service,
but prior to payments to equity and related financing (shareholder loans, other subordinated loans).
Finally, the project company benefiting from the EIB credit enhancement would have to pay a fee to the
EIB which would be determined in accordance with EIB's standard remuneration policy.
Note: in the context of financing our company, a series of corporated bonds will be issued to currencies
out of euro zone equivalent to euro.
7.2 Investor Profits
7.2.1 HDBONDS: Coupon Interest
The series at it’s par value of 20.000€ will have an annual coupon interest of a value of 426€
Each numbered asset-backed “Ellinon Politeia” bond will have an annual interest rate of 4% for six years
in the net equity of 53% of the investor (i.e. at the investment’s capital of 10,660€ per bond).
The interest rate is not final and can be modified up to the issuance of the warrant bonds
- Germany 14 February 2014 -
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915
19
7.2.2 S.C.C.: Secured Commission Coupon “Ellinon Politeia”
EL 1.1 & EL 1.2 Two types of secured commission coupons 3% and 5% of the bonds, freely transferable
Holders of “Ellinon Politeia” bonds will be entitled, depending on the number of bonds they hold, to an
additional secured commission coupon of a value 600 Euros or 1,000 Euros on the predefined selling
price of the residences - business properties (20.000€/sq.m.), in case they want to buy a property in the
future.
These coupons refer to specific square meters which correspond to bonds that investors possess, as the
same discount rate will apply even if the price has increased above the predefined selling price.
The 5% coupon will be available for series owners, corresponding to all the square meters of a specific
construction of a residence or business property. For example, 300 bonds equal to 300 square meters of
residence in the project.
As appears in the table below, the main issuance of the “Ellinon Politeia” bond loan will match per
residential subset of the project and per use, residential or commercial, of each property.
Secured Commission Coupon (S.C.C.) “Ellinon Politeia” with the same numbering as the bonds of the
main issuance of the bond loan, numbered and matched per Residential Subset. For example: Sparta 1 - 3
is equal to 3 sq.m. at a specific property from the design, with S.P.B. coupon of a par value
600€*3=1.800€ for residential use and commercial uses at the premium of the issuance, with bonds series
per Residential Subset of the project, where the numbering of each series matches specific square meters
in the project.
These coupons can be freely negotiated since the nominal value, written on them, is a minimum of 600
Euros in the first series and 1,000 Euros in the second.
- Germany 14 February 2014 -
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915
20
7.2.3 Capital Gains Security, freely transferable
Coupon Asset Profit C.A.P.: “Ellinon Politeia”
Each asset-backed bond of par value 20,000€/sq.m. will be accompanied as a capital gains security by the
parallel issuance and equivalent with the 3,300,000 bonds of the main “Ellinon Politeia” issuance.
These securities are issued as capital gains securities under the name Coupon Asset Profit (C.A.P.) and
will participate with 10%, only when the price achieved excees the par value of the main issuance, at a
price per square meter exceeding 20,000€/sq.m. It will operate as coupon asset profit (C.A.P.) during the
sale of residential and commercial properties, in the case of achieving a selling price per square meter
exceeding the 20,000€ of the par value of the bond and always at the minimum price of 23.000€/sq.m.
Example
When a property - residence of the project is sold at 23,000€/sq.m., at 3,000 Euros over the par value of
the “Ellinon Politeia” bonds, the bond owner that possesses the Coupon Asset Profit (C.A.P.) “Ellinon
Politeia” has a benefit of 2.300€ per coupon (Coupon Asset Profit C.A.P.) that he possesses.
The Coupon Asset Profit (C.A.P.) “Ellinon Politeia” is delivered to the investor when he acquires a
HDBONDS bond or bonds at the stage of the main issuance, and it also matches the bond numbering
and is freely transferable at a freely negotiable price.
Example: Coupon Asset Profit (C.A.P.)
The specific bond series of the main HDBONDS issuance concerns an investor in property with
commercial use in a particular commercial property under construction and the coupon asset profit
(C.A.P.).
GHDBONDS/DELOS/BANK(3)/Sq.m.(150)/building(3) from total 7
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb
Table 3: Metropolitan – Theme –
Indicative example of bond premium of par value 20,000 Euros.
The financial center of the entire settlement and themc park will be the island of Delos with the facilities
planned by the study, for serving residence owners .
According to our Company’s thoughts to date at
will be put up for sale, through an international competition, within the island of Delos, to be used by
credit institutions to serve visitors and the residential group in general.
The minimum selling price for commercial use, for us as a company, is 100,000
construction cost
Profit Yield: coupon asset profit (C.A.P.) 10.000 Euros
- Germany 14 February 2014 -
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165
– Residential Park “Ellinon Politeia”
of bond premium of par value 20,000 Euros.
The financial center of the entire settlement and themc park will be the island of Delos with the facilities
planned by the study, for serving residence owners .
According to our Company’s thoughts to date at the preliminary study stage, 7 -
will be put up for sale, through an international competition, within the island of Delos, to be used by
credit institutions to serve visitors and the residential group in general.
rice for commercial use, for us as a company, is 100,000
coupon asset profit (C.A.P.) 10.000 Euros
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
: (+30) 27540 52165- F: (+49) 211 3112 9915
21
The financial center of the entire settlement and themc park will be the island of Delos with the facilities
- 10 buildings maximum
will be put up for sale, through an international competition, within the island of Delos, to be used by
rice for commercial use, for us as a company, is 100,000 € including the
- Germany 14 February 2014 -
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915
22
Note
The series of main bonds will be freely negotiated solely OTC.
Only secured commission coupons (S.C.C) or coupons asset profit (C.A.P.) can be listed, as securities, in
money markets.
Table 3: Corporate bond initiative “Ellinon Politeia”
- Germany 14 February 2014 -
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915
23
8. Sales - Schedule
Having long experience in sales, the project, as far as it concerns the commercial exploitation (sales) will
be gradually sold, at a rate of no more than 8% through open international online competitions and with a
schedule where the demand will exceed the offer.
The marketing budget is estimated at 300 million Euros and it is included in the planned construction cost
As a company, we already have a network of more than 2000 brokers and professionals, with presence in
more than 17 countries and there is research on the feasible selling price of the properties to be
developed, with 20.000€/sq.m. as the minimum price.
Sales
Incentives for managers and market investors with the main issuance of the “Ellinon Politeia” bond loan.
6% - 8% commission to fund and family account managers at a selling price of bond series - property to
their customers, at more than 23.000€ each bond, with a commitment on our part for sales scheduling
with regard to the project.
For the creation of the project, the legislative cover from Greek State is necessary, which will ensure
residence permit to all foreign investors (non-EU.), according to the standards of other European
countries for investments above 2 million Euros.
9. Financing Data
Today, with the process of warrant bonds and guaranteed return of 100% of the principal to investors by
financial institutions - custodians, if our proposal is not successful, due to unforeseeable events, we are
confident that our proposal will be a positive contribution in favour of the investors in this unstable
economic environment, as the investor is also secured with coverage by a particular property in Greece,
which he acquires through this investment. It is also beneficial for the German public interest (German
State) as the guarantor of the Greek sovereign debt, the member-states of the eurozone and in general all
international creditors of Greek debt, today.
Of the rights attributable to our company, the issuer of the corporate bonds, we are confident that in this
initial stage we can achieve through partnerships at least the 70% of the construction designs, since we
have not received to date any financing as a company.
The time estimated for the final presentation is one year, without the implementation designs of the
project, from the start of the warrant bond procedure.
- Germany 14 February 2014 -
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915
24
Assets arising on Greek debt from this project for other properties that belong and are managed from
HRADF..
The corporate bond loan HDBONDS ‘’Ellinon Politeia’’ (Project bond initiative 66.0 billion Euros),
Pfandbriefe German type, as a coverage can also function as overcollateralization for other development
projects of HRADF, being a financing developmental pillar, as at this stage any additional assets of the
project have not been estimated (management of the theme park, etc).
10. Architectural design data
The following is for information only for the guidance and in collaboration with the designers -managers,
partners of the ”Ellinon Politeia” project, to complete the final designs of the whole project.
The designers will not create inside the project copies of the most popular tourist areas - monuments, e.g.
Delphi, Acropolis etc. that are currently in operation and attract visitors.
The project will complement the already existing ancient sites.
The theme park will include all the activities related to the daily life of the Ancient Greeks.
The layout and especially the settlements will be on elevated artificial hills that will be constructed
without the cost of excavation, as the property area is flat and includes runways with NATO standards.
● The following will be created on this plot:
a. Residential Facilities
Revival, through the modern technology at our possession, of the architectural aesthetic, as it had
been developed in Greek antiquity during the 5th century BC, the ”Golden” Era of the
omnipotence of the city - states of Athens and Sparta and the island of Delos, as the heart of
economic and cultural system of that time.
b. Theme Park
Development of buildings that will house theme park activities and sports of ancient Greece,
educational institutions which will attract prospective buyers, e.g. primary school in the
educational standards of the Spartans etc.
● The financial center of the ”Ellinon Politeia” project is the island of Delos.
The seven city-states, which will be linked together in the same way as in antiquity, will be
created throughout the area. We purposefully insist on the time period of 5th century BC when
Athens and Sparta were flourishing.
- Germany 14 February 2014 -
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915
25
● The entire ”Ellinon Politeia" project will have uniformity but also architectural peculiarities per
city-state to be created, e.g., in Sparta the houses will be frugal-simple, different from the houses
in Athens or Corinth.
● Access by car will not be allowed anywhere; it will be covered underground for residents and fpr
the supply of commercial properties etc.
● The transfer inside the settlements will take place by means of the corresponding period.
● Theme Park: there will be topics such as pedagogical academies, olive oil, wine production
methods, etc, as they were in ancient times.
● The financial center will be Ancient Delos, where all the banks etc. can be located.
● The creation of hotels - casinos will be forbidden. Residences may be rented however only during
periods when they are not used by their owners. (companies like AMAN resorts, only for VIPs
customers, can buy houses and rent them)
● Construction of aqueducts, as in antiquity, for the supply of water irrigation of the project.
● A key feature will be that all signs inside the project will be in the ancient Greek language.
● The challenge for specialized companies is the lighting design of the whole project.
● Cooperation with the Historical and Archaeological Academic Community during the final
design and estimate of the wages, costs, studies etc, the Total Budget is 450 million Euros.
11. S.R.B. “Ellinon Politeia”- Social Reciprocal Benefit
Corporate social responsibility - Corporate governance
a) 3% S.R.B.: The amount, defined on the gross net turnover, with 3% on the price of commercial
exploitation per square meter of the project “ELLINON POLITEIA” is at minimum 1,980 billion Euros.
The amount of 1,980 billion Euros results from commercial exploitation of the commercial and residential
residences and the 3% concerns as well with the total buildable area of 3,300,000 sq.m., defined as a
percentage of the achieved final price per sq.m...
b) Payment - Management of the total amount shall be made through an institution based in Germany
and in particular in Düsseldorf, for purposes of public benefit and will be used to support social
vulnerable social groups, through donations in Germany and Greece.
c) A Donations assessing committee (provision and term in company’s charter) will be established with
nine members, which shall not be entitled to a fee (unsalaried) and it will consist of personalities of
known prestige and value.
The assessing committee won’t be related with the management of the institution’s money but will be the
central instrument of control and will be responsible to decide on the use of the money after evaluating
requests.
The entire pooled capital (minimum 1,980 billion Euros) will be disposed in Germany and Greece, in a
proportion of ⅔ for Greece, the area of project’s development, and ⅓ for Germany.
Through a specific website on the internet there will be open access for monitoring the flow of the funds
and their management for all users of the internet.
- Germany 14 February 2014 -
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915
26
Note: the charter of the institution will include the terms and conditions according to German law for the
assurance of the purpose (donations, scholarships, sponsorships e.t.c)
Competent legal company: Engel Heckmann & Partner, headquarters Düsseldorf of Germany
Social Corporate Governance Manager: Dr. Marily Mexi*
12. Legal Duties
All of the above are not binding and no claim or demand may be raised against our company, because at
this stage they can be changed - modified by unknown factors, force majeure or upon the integration -
refinement of all studies of the above project.
With regard to the entire proposal as a proposal or any liability arising from this as a study of the project
proposal, German courts shall be solely competent (Applicable German Law).
13. Copyright - Intangible Assets
Any copying of the whole or part or use of the data from this study of the project proposal ‘’Ellinon
Politeia’’ without the approval of Hellenic Development Beteiligungs AG is a violation of our
intellectual property rights, in accordance with the German and International Law. Otherwise, the
company may appeal to any applicable state law at its discretion, within or outside the EU, in order to
safeguard its intangible assets - copyright.
14. Conclusion
Principles of Aristotle about Logic and Value
Aristotle’s principles on logic are not currently implemented in the globalized economy, because
Principles of Logic or Logical Principles, are the fundamental principles on which the good human
mental acts are based and are governed by them and which (Principles), in the same way as
mathematical axioms, do not require proof.
Particularly today, Greece, with goodwill that has never been evaluated, presents the specificity that it
provides too much power to its creditors, as particularly privileged and secured with collateral. The
English law (with which the Greek Sovereign Debt is secured through the Greek state property) operates
conversely for the borrower and covers the prospective investors of the innovative financing type of the
project “ELLINON POLITEIA”, as the whole project’s financing is in accordance with the legislative
development framework (English law) covering legislatively the Greek state assets which are under
divestment.
The English - International law gives the possibility, to partnerships that are in the chart of economy, to
converge the two lines, the one of the capitalist market economy with the second line of the economy of
society (the two lines have currently 90 degrees of deviation from their beginning which is the primary
economy), resulting in the social reciprocal benefit of each project for the general public.
The project’s economic model is comprehensible by the society, using the definition of the real economic
Value (Proof, analysis & value synthesis)! as it is proven according to the Artistotle’s principles on
Logic.
- Germany 14 February 2014 -
This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law.
1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland
Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915
27
It is a fact that there can be no solution for the Greek Sovereign Debt while having unilateral criteria
(those of the markets), since it is designed and analyzed without logic and it is certainly doomed
deterministically, already with all the negative and destructive effects for Greece, which is a state with a
closed economy since it was established (a threat to the global economy and by extension to the other
European countries.
By applying modern corporate governance practices, aiming in a development project on property in
Greece, by applying Aristotle’s principles, the debt crisis of a State borrower operates in favor of both
the State and its creditors.
For The Company
Evangelos D. Goutos - CEO at Hellenic Development Beteiligungs AG
MZS Rechtsanwälte, Banking & Capital Markets Law: www.mzs-law.com
Lawyer Gustav Meyer zu Schwabedissen - Capital markets law,Mezzanine financing,Corporate Law
Engel Heckmann & Partner Rechtsanwälte, Commercial Law: www.engel-heckmann.de
Dr. Marius Kuschka - Certified lawyer for Company and Commercial Law
Stümpges & Partner GBR, Tax Advisory: www.stuempges.de
Mr. Stephan Brune - Certified Accountant and Tax Consultant
Dr. Marily Mexi* - Social Corporate Governance Manager
Mrs. Katerina Hasapi - Lawyer
Tecnical Advisor - Mr. Mpalampanis George, Mpalampanis S.A.
*Dr. Marily Mexi joined HDB AG’s team on 15 May, 2014

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EURO GOLD TAKEOVER EURODEBT 20122262 ISO 20022 Ellinon politeia metropolitan_-_residen

  • 1. Düsseldorf, Deutschland «Hellenic Development Beteiligungs AG» - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 1.4 «ELLINON POLITEIA» Metropolitan - Residential Park Innovative development project in Greece: Total financing 35 billion euros, (insurance, yield and investors’ participation in profits), architectural design (non competitive architectural model in global market), guaranteed viability with economic result (the economic exploitation is defined as value, combined with the goodwill of the global cultural heritage and the location of the project), minimum planned gross revenues of 66 billion euros including 3% of social reciprocal benefits (1,980 billion euros) in favor of vulnerable social vulnerable groups. The project is covered by the European Union Law Representation: MZS Rechtsanwälte & Engel Heckmann & Partner www.mzs-law.com www.engel-heckmann.de Düsseldorf, Deutschland
  • 2. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 2 Contents 1. Preface of Project “Ellinon Politeia”........................................................................................................... 3 2. Proposal “Ellinon Politeia”......................................................................................................................... 5 2.1 Project size..........................................................................................................................................................6 2.2 A few words about the project.............................................................................................................................7 3. Actuarial Study - Risk coverage.................................................................................................................. 9 4. Innovation of financing............................................................................................................................. 11 5. Beneficiaries............................................................................................................................................. 13 6. Warrant Bond Terms............................................................................................................................... 15 6.1 Investor Guarantee: Warrant Bonds.................................................................................................................15 6.2 Entry Fee: Warrant Bonds ................................................................................................................................15 7. Project “Ellinon Politeia” Securitization................................................................................................... 16 7.1 G.HDBONDS (Senior Debt Instruments): HDBABS: Asset-Backed Security..................................................16 of Nominal Value....................................................................................................................................................16 7.2 Investor Profits..................................................................................................................................................18 7.2.1 HDBONDS: Coupon Interest.....................................................................................................................18 7.2.2 S.C.C.: Secured Commission Coupon “Ellinon Politeia”.........................................................................19 7.2.3 Capital Gains Security, freely transferable ................................................................................................20 8. Sales - Schedule........................................................................................................................................ 23 9. Financing Data......................................................................................................................................... 23 10. Architectural design data........................................................................................................................ 24 11. S.R.B. “Ellinon Politeia”- Social Reciprocal Benefit................................................................................ 25 12. Legal Duties............................................................................................................................................ 26 13. Copyright - Intangible Assets.................................................................................................................. 26 14. Conclusion.............................................................................................................................................. 26 Principles of Aristotle about Logic and Value ........................................................................................................26
  • 3. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 3 1. Preface of Project “Ellinon Politeia” The project is covered by European regulation No 670/2012, which was published in Official Journal L 204/1 of 31/07/2012 European Strategy for EUROPE 2020 http://ec.europa.eu/economy_finance/financial_operations/investment/europe_2020/ The “Ellinon Politeia” proposal constitutes the exit strategy from the Greek economic crisis for all the parties involved . The opportunity is therefore given today, through Greece, the Greek Sovereign Debt and the Greek (state) properties that are available for sale – development as aq lever of growth, to create an independent primary financial result, within the global economic environment, according to English – International Law that ensures it. The primary economic result will work at the same time in favor of vulnerable social groups, through the social corporate reciprocal benefit that has been connected with the project’s final economic result. Our innovation is that investors will be secured through the issue of specialized corporate titles (bonds) and with defined collateral for each bond (each bond is really secured with a piece of Greek land). The main issuance of the bond loan, apart from the interest coupon, comes along with three types of investor participation coupons in the total economic commercial result of the project’s profit. By virtue of the memorandum signed with the Troika in September of 2011, all Greek (state) property was transferred as guarantee – collateral to creditors of the Greek State – holders of the Greek Sovereign Debt, through the newly established Hellenic Republic Asset Development Fund (FUND), with the purpose to manage, sell and dispose of it through the above Fund in order to pay off beneficiaries of the Greek Sovereign Debt. However, because of the lack of any national cadastral or other data and because of its management by several Greek legal entities up to that time, the Greek state property was never officially recorded, and therefore its value was never estimated!!! According to a statement by the Greek managers, in autumn of year 2011, the expected - according to them – benefit from the future sale of the above property (more than 80,000 properties including beaches and ports) was only 25 billion euros, without any scientific data, criteria or any estimates from the European real estate market. This kind of estimate is only comparable with prices in cases of war, biblical disasters e.t.c.! We consider that the management methods to date of the Greek property by the Fund, especially concerning its sale, call for an independent audit and a detailed examination of conflicts of interest. The basic pursuit of the Fund should have been exclusively the maximizing of its assets, aiming to serve in the best possible manner the Greek State’s interests and the interests of Germany, who is the guarantor of Greece’s loans, and the best yield for the lenders from the Fund’s procedures (less expenses). In contrast to the current liquidation method, which provides small value and yield to the lenders, the guarantor and the Greek State, the “Ellinon Politeia” proposal by Hellenic Development Beteiligungs AG constitutes a strategic business plan, based on the real commercial value of Greek property. The financing option for the project is pursuant to the legal framework of the loan contract (memorandum), through securitization of the commercial development of the property, aiming to pay off a fair amount of the Greek Sovereign Debt.
  • 4. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 4 On the one hand, both natural as well as legal persons – managers of private funds of the markets avoid the investment risk of virtual economy, by investing in security that is secured with primary and real produced economic product and by achieving guaranteed interest yield to their capital, at the same time participating in the project’s profits, while they operate to the benefit of the general public and not speculatively. On the other hand, all the involved bodies (credit institutions, funds) that are currently managing the Greek Sovereign Debt will have a directly positive economic result. All the above are legally covered by the legal framework of the loan contract (signed memorandum), namely the English and not the Greek law, although the property is located in Greece, and beyond the insurance offered to creditors, at the same time it operated also in favor of the investor – manager of the specific property (Hellenic Development Beteiligungs AG). Finally, the English and International Law, that covers the global economy, has the opportunity to operate in the global economic environment towards the general public interest, not only for the Greek people, but also for the rest of the countries – creditors of the Greek Sovereign Debt, and especially the German people, who have guaranteed for the total amount of the debt towards all the rest third creditors. (Eurozone States, IMF also a representative of countries etc). For The Company 1. Evangelos D. Goutos - CEO 2. Lawyer Gustav Meyer zu Schwabedissen - Capital markets law, Mezzanine financing, Corporate Law 3. Dr. Marius Kuschka - Certified lawyer for Company and Commercial Law 4. Lawyer Dr. Barbara Dörner - Capital markets law, Corporate law 5. Mr. Stephan Brune - Certified Accountant and Tax Consultant 6. Sarantis Niadis - Chairman of Supervisory Board 7. Tzanos Emmanuel - Financial Advisor and Member of Supervisory Board
  • 5. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 5 2. Proposal “Ellinon Politeia” STRATEGIC BUSINESS PLANNING European Development Project in property owned by HRADF FORMER INTERNATIONAL AIRPORT AT HELLINIKON, GREECE LAND OF 6.250.000 SQ.M. APPROXIMATELY Project financing Metropolitan - Theme - Residential Park “Ellinon Politeia” “Hellenic Development Beteiligungs AG” as the current owner of the copyright of the proposal for the Metropolitan - Theme - Residential Park “Ellinon Politeia” project, which was submitted on 11/10/2011 by a Greek S.A. company to the Hellenic Republic Assets Development Fund (HRADF) in Greece, submits a modified proposal with first recipient the Federal Government of Germany, which is competent in this matter as guarantor of the Greek Sovereign debt. The submission of the proposal to HRADF received protocol numbers 055 to 061. The European Investment Bank in response to this proposal in 2012, had notified to the then Greek company that there was no legislative framework to support the proposal. Furthermore, the European Central Bank had stated in a notification that the proposal will be forwarded to the competent team of the Troika. For the project’s financing - implementation, the type of the covered financing will be 3,300,000 (German type) corporate bonds, of total par value 66.0 billion Euros. Our proposal immediately writes-off a large part of the Greek Sovereign debt of 21.8 billion Euros; this price concerns and secures the purchase of land use for 100 years, the construction - building of the above mentioned project of 13.2 billion Euros with financing from the securitization of the buildable surface of 3.300.000 sq.m. to be built on this property which is mentioned in our proposal. In the framework of corporate governance and with regard to the current necessity of corporate social responsibility (a main purpose for us since our establishment as a company), we find it necessary to primarily refer to the social contributory benefit resulting from it: Social Contributory Benefit S.C.B., to which we will refer in detail below and it will be 3% of gross sales for the project. We will also refer to the innovation of the financial planning, the synergies that arise through this proposal and secondary to an analysis for the time being of the architectural model of the “Ellinon Politeia” project as it has no competition today in the international property market.
  • 6. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 6 2.1 Project size The “Ellinon Politeia” proposal concerns the development - reconstruction - exploitation of use of land with a total surface of 6.250.000 sq.m. approximately, three times larger than Monaco (the Principality of Monaco is 1,980 acres ). Property location in Google maps:
  • 7. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 7 2.2 A few words about the project Theme - Residential Park “Ellinon Politeia” The Largest Development Project Globally A Society Ready to Revive the Golden Age Elliniko Airport, a «Gold» Neighborhood… … The global neighborhood of Ellinon Politeia The Ellinon Politeia* project, is a residential model of revival of the architectural aesthetic of the 5th century B.C., proposing the development of the land of the former Airport of Hellinikon in Greece. A small futuristic society inspired from the «Golden Age» of Pericles, a time of power and glory of the city - states of Athens, Sparta and Delos. The urban planning of Ellinon Politeia is based on the architecture of the 5th century B.C. and its social structure on social morality, philosophy and the general mentality of the ancient Greek society of city - states. Even as a preliminary study, it is expected to become one of the greatest projects of urban redesign in Europe. This ecological and residential model promises to become a beacon for the recovery, and by extension the growth of Greece, on an economic and social level. Ellinon Politeia, kicks off a new development chapter in Greek society a time of economic growth and social prosperity! Surrounded by a large theme park, a central green lung, an ornament for the city and for Greece, host interactive events which will mirror everyday life of the ancient Greeks (athletics, family, work, entertainment e.t.c).
  • 8. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 8 Ellinon Politeia has strong values: ● Aims at the common good and the general benefit of Greece and the European Union in general. ● It is a revolution in Architectural design and reconstruction, as well as in the creation of new innovative construction products because the whole project is included in the “green cities” (eco city). ● While observing as a company the basic principle of transparency, the global community will have the opportunity to contribute in the process of creative ideas and monitor at all times the designs, the structure and -finally- the implementation of the specific project. It openly invites all research teams of the world, from Universities and Scientific Institutions, depending on each one’s specialty to participate in order to contribute to the development of the Ellinon Politeia project. ● It invites –on equal terms- all interested citizens from all over the world who want to live in “Ellinon Politeia”, to be residents of an ideal social model, regardless of social and economic origin. ● It will reinforce tourism and increase the global interest for the Greek culture. ● The project will create thousands of jobs, from various professional sectors, not only during its implementation, but also during its operation as “Ellinon Politeia”. ● The first net benefit for the creditors of Greece (holders of Greek Sovereign debt) and for the Greek community is the direct write-off of the public debt which is expected to overcome the amount of 21.8 billion euro. ● It is a challenge for us, as a German company to cooperate with companies that possess the know how - experience in specialized projects, in order to achieve in Greece the maximum expected financial results, through the cycle of global economy, in the country which created democracy and the location where European history was born (Europa: After her death, she was honored as a goddess with the name Ellotis.).
  • 9. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 9 3. Actuarial Study - Risk coverage Minimum Gross Revenues of the “Ellinon Politeia”:project : 66 billion Euros The minimum predetermined selling price per square meter, based on our own residential development model and after an investigation we carried out based on current data, we deem and define as predetermined selling amount starting from 20.000 Euros/ sq.m. only for the structured residential surface. The price of 20.000 Euros/ sq.m. as the minimum selling price is deemed from our investigation to date in the international market as reasonable, fair and true. The 53% of the sale of the total structured surface with the predetermined price per square meter results in the amortization of the entire project - bond loan. The expected gross revenues of the project “Ellinon Politeia” will be at least: 3.300.000 sq.m. * 20.000 Euros = 66 billion Euros (without calculating the additional revenues (assets of the entire project), from all the remaining uses and the exploitation of all assets as the operation of the thematic park e.t.c.), based on the structured square meters of the total project and with the same selling price for commercial spaces which will result by the commercial uses. At this stage, the total cost of the bonds’ interest of 1.4 billion Euros annually has not been calculated as a total for the entire project financing for the 6 years, i.e. 8.4 billion Euros, which are deducted from the net profits of 31.1 billion Euros, as the terms of the bond issuance cannot be analyzed by our company at this stage. All the risks are covered in the par value of the bond with deviation of the budget with regard to the project construction, as well as any charge on the project as the budget of construction also includes the operational costs of the company.
  • 10. This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb Table 1: Indicative price table from the international market between 20.000 sq.m. for residential use. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165 Indicative price table from the international market between 20.000 sq.m. for residential use. This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. : (+30) 27540 52165- F: (+49) 211 3112 9915 10 Indicative price table from the international market between 20.000 € to 118.000 € /
  • 11. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 11 4. Innovation of financing An advantage for the financing of the project is for us, as a company in Germany, the Greek legal financial framework of the property, L.3986/2011 (signed memorandum), that covers all properties belonging to HRADF. The financing of the development of these properties is feasible through the issuance of a bond loan with the property under development as collateral. The financing is accompanies by a complete actuarial study of the property’s commercial operation with all the individual parameters to the final residential - commercial development of the property and the price that results as value for the creditors of the Greek Sovereign Debt is a multiple of all evaluations so far. This is achieved through the securitization of the “Ellinon Politeia” project, alongside with a complete business strategic plan of the commercial exploitation of the property through business corporate bonds (German type) and taking advantage as security - collateral of the financing the issuance ability, that is provided for under Law 3986/2011 for the specific property (special purpose bond loan issuance - spv), thus achieving the maximum economical result at the transfer of the land’s use for 100 years. The specific type of financing motivates the investors of the bond loan, as for the first time, in addition to a yearly fixed interest of yield on the invested capital, they participate in the profits of the project. The actuarial study of the commercial exploitation of the project combined with investors incentive - participation in the profits of the project, will achieve in Short Term and Long Term Credit Rating, the maximum tier of credit rating, from External Credit Assessment Institutions (E.C.A.I.), since there is no comparable covered title today in the markets, with particular and predefined lien on square meter, of property’s commercial exploitation where the price is determined by an actuarial study. The coverage of the bond loan and its securitization in the predefined par value of the bonds is specific and determined for the investor, on a right in rem of construction on a specific property based on law for commercial exploitation. The particular ability of bond issuance for financing a project on a property, for the particular property, results from the international contract in English law that the Greek Government signed with Troika and the law voted by the Greek State (L.3986) in July 2011.
  • 12. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 12 Greece: Securitization Example In Greece, the Greek Ministry of Finance attamted the securitization of claims in future community funds, but the request was rejected by the European Bank. An example of private initiative in securitization is the construction of metro line 4 in Athens directly through fund raising from the securitization of the company’s future claims from the profits of tolls in Attiki Odos. G.HDBONDS: It is a security title (Senior Debt Instruments), secured on square meter, of which the copyright (use of security for all the commercial uses that concern the transactions of intangible assets or rights in rem) we own according to German and International law as of 6/10/2011, through our proposal – project named “Ellinon Politeia” concerning the development of property in Greece.
  • 13. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 13 5. Beneficiaries Beneficiary of revenues (of Greek Sovereign debt) : European Financial Stability Facility (EFSF) headquartered in Luxemburg established in 2010 with KfW Bankengruppe as a contracting party acting in the public interest, according to the benefit and guarantee of the Federal Government of Germany, the guarantor of Greek Sovereign debt. At 14/03/2012 the main contract of financial facilitation was signed between the Greek Republic, as beneficiary –member-state, and the European Financial Stability Facility (EFSF). Guarantor of the contract between the Greek Republic and the European Financial Stability Facility (EFSF) is the Hellenic Financial Stability Fund (HFSF) which is based in Greece. Applicable Law - Contract - English Law Competent law court: Great Duchy of Luxembourg
  • 14. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 14 Table 2: Holders of Greek Sovereign debt Greece - Property Manager today : HRADF Greek special purpose company - fund (German type fund), legal person governed by private law, Greek managers and Troika observers) Legal framework of Greek government properties: L. 3986/2011 (memorandum with English contract, European development funding framework and fast track development procedures on specific properties)
  • 15. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 15 Economic benefits to creditors of Greek Sovereign debt - 21.8 billion Euros for European Financial Stability Facility - 13.2 billion Euros maximum construction cost for project’s development (numerous jobs) with price divergence + / - 7 % until the completion of the studies (complete construction’s plans, implementation designs) - 66 billion Euros minimum project’s revenues 6. Warrant Bond Terms Raising 35 billion Euros in Warrants Bonds, equal to 53% of the par value of the main asset-backed “Ellinon Politeia” bond loan of 66 billion Euros, with maximum fund commitment period up to three years and minimum one year, from the opening of buying rights through credit institutions (trustees Germany - financial institutions). 6.1 Investor Guarantee: Warrant Bonds The net capital from trustees - financial institutions is returned to the investor, in case that within the time period from opening the sale to the public of the Warrants Bonds, the particular property is either transferred elsewhere or the fund is not raised for the purchase of the property or for several terms and conditions to be included in the prospectus of the issuer of the Warrant Bonds. 6.2 Entry Fee: Warrant Bonds 3.8% (agio), 2% for banks and 1,8% for the issuer company of the Warrant Bonds. (from the profits of 1.8% the company covers the preliminary studies of the project)
  • 16. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 16 7. Project “Ellinon Politeia” Securitization 7.1 G.HDBONDS (Senior Debt Instruments): HDBABS: Asset-Backed Security of Nominal Value HDBABS: It is a security title (Senior Debt Instruments), secured with a square meter, of which we own the copyright (intangible asset), according to German and international law as of 6/10/2011. The issuance’s value of the par value of the “Ellinon Politeia” bond loan, 66 billion Euros asset-backed bond securities, is ensured through a sale actuarial study with the minimum price of the buildable square meters of the project. The specific type will work, as a security, in the bond loan. Together with an actuarial study for a project it can achieve in Short Term and Long Term Credit Granting - Rating, the maximum tier of credit rating, by External Credit Assessment Institutions (E.C.A.I.). The above type works in conjunction with the European Directive for strategic development No. 670/2012, which was published in the Official Journal L204/1 on 31/07/2012 European Strategic of EUROPE 2020. As the example in the following table An illustrative project example The following is an illustrative and simplified example of how the Europe 2020 Project Bond initiative could function at the level of the project and capital market investors. A transport project, such as a section of railway network, is planned by a group of companies (sponsors) and tendered by public authorities. The sponsors create a project company to raise the financing, construct and operate the railway network for a period agreed with the public authorities. The sponsors provide own funds to the project company in the form of equity and shareholder loans. The remaining financing is raised by the project company in the form of debt, traditionally in the form of a bank loan.
  • 17. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 17 Instead of using traditional bank lending, the project company could raise the senior debt through project bond issues. Capital market investors would buy the bonds if an investment grade credit rating, preferably at least A-, could be achieved. In the pilot phase of the Europe 2020 Project Bond initiative, the EIB would provide a loan or guarantee (EIB facility) to the project company in order to raise the likelihood of timely repayment of principal and interest to bond holders during the lifetime of the bonds (therefore reducing the risk of such bonds and, consequently, increasing their credit rating). The facility could cover all project-related risks affecting the cash flow generation from the start of the operating period, as well as any funding shortfall during the construction period. It would be sized project by project as a percentage of total bond funding subject to a cap, for instance 20% of the overall senior debt and could take the form of a credit line which could be drawn upon either to service senior bonds or to meet funding shortfalls during the construction phase. http://ec.europa.eu/economy_finance/financial_operations/investment/europe_2020/project_example_en. htm
  • 18. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 18 Once drawn upon, the EIB facility would take the form of subordinated debt. This debt would be reimbursed by the project company over time from the cash resources available after senior debt service, but prior to payments to equity and related financing (shareholder loans, other subordinated loans). Finally, the project company benefiting from the EIB credit enhancement would have to pay a fee to the EIB which would be determined in accordance with EIB's standard remuneration policy. Note: in the context of financing our company, a series of corporated bonds will be issued to currencies out of euro zone equivalent to euro. 7.2 Investor Profits 7.2.1 HDBONDS: Coupon Interest The series at it’s par value of 20.000€ will have an annual coupon interest of a value of 426€ Each numbered asset-backed “Ellinon Politeia” bond will have an annual interest rate of 4% for six years in the net equity of 53% of the investor (i.e. at the investment’s capital of 10,660€ per bond). The interest rate is not final and can be modified up to the issuance of the warrant bonds
  • 19. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 19 7.2.2 S.C.C.: Secured Commission Coupon “Ellinon Politeia” EL 1.1 & EL 1.2 Two types of secured commission coupons 3% and 5% of the bonds, freely transferable Holders of “Ellinon Politeia” bonds will be entitled, depending on the number of bonds they hold, to an additional secured commission coupon of a value 600 Euros or 1,000 Euros on the predefined selling price of the residences - business properties (20.000€/sq.m.), in case they want to buy a property in the future. These coupons refer to specific square meters which correspond to bonds that investors possess, as the same discount rate will apply even if the price has increased above the predefined selling price. The 5% coupon will be available for series owners, corresponding to all the square meters of a specific construction of a residence or business property. For example, 300 bonds equal to 300 square meters of residence in the project. As appears in the table below, the main issuance of the “Ellinon Politeia” bond loan will match per residential subset of the project and per use, residential or commercial, of each property. Secured Commission Coupon (S.C.C.) “Ellinon Politeia” with the same numbering as the bonds of the main issuance of the bond loan, numbered and matched per Residential Subset. For example: Sparta 1 - 3 is equal to 3 sq.m. at a specific property from the design, with S.P.B. coupon of a par value 600€*3=1.800€ for residential use and commercial uses at the premium of the issuance, with bonds series per Residential Subset of the project, where the numbering of each series matches specific square meters in the project. These coupons can be freely negotiated since the nominal value, written on them, is a minimum of 600 Euros in the first series and 1,000 Euros in the second.
  • 20. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 20 7.2.3 Capital Gains Security, freely transferable Coupon Asset Profit C.A.P.: “Ellinon Politeia” Each asset-backed bond of par value 20,000€/sq.m. will be accompanied as a capital gains security by the parallel issuance and equivalent with the 3,300,000 bonds of the main “Ellinon Politeia” issuance. These securities are issued as capital gains securities under the name Coupon Asset Profit (C.A.P.) and will participate with 10%, only when the price achieved excees the par value of the main issuance, at a price per square meter exceeding 20,000€/sq.m. It will operate as coupon asset profit (C.A.P.) during the sale of residential and commercial properties, in the case of achieving a selling price per square meter exceeding the 20,000€ of the par value of the bond and always at the minimum price of 23.000€/sq.m. Example When a property - residence of the project is sold at 23,000€/sq.m., at 3,000 Euros over the par value of the “Ellinon Politeia” bonds, the bond owner that possesses the Coupon Asset Profit (C.A.P.) “Ellinon Politeia” has a benefit of 2.300€ per coupon (Coupon Asset Profit C.A.P.) that he possesses. The Coupon Asset Profit (C.A.P.) “Ellinon Politeia” is delivered to the investor when he acquires a HDBONDS bond or bonds at the stage of the main issuance, and it also matches the bond numbering and is freely transferable at a freely negotiable price. Example: Coupon Asset Profit (C.A.P.) The specific bond series of the main HDBONDS issuance concerns an investor in property with commercial use in a particular commercial property under construction and the coupon asset profit (C.A.P.). GHDBONDS/DELOS/BANK(3)/Sq.m.(150)/building(3) from total 7
  • 21. This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb Table 3: Metropolitan – Theme – Indicative example of bond premium of par value 20,000 Euros. The financial center of the entire settlement and themc park will be the island of Delos with the facilities planned by the study, for serving residence owners . According to our Company’s thoughts to date at will be put up for sale, through an international competition, within the island of Delos, to be used by credit institutions to serve visitors and the residential group in general. The minimum selling price for commercial use, for us as a company, is 100,000 construction cost Profit Yield: coupon asset profit (C.A.P.) 10.000 Euros - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165 – Residential Park “Ellinon Politeia” of bond premium of par value 20,000 Euros. The financial center of the entire settlement and themc park will be the island of Delos with the facilities planned by the study, for serving residence owners . According to our Company’s thoughts to date at the preliminary study stage, 7 - will be put up for sale, through an international competition, within the island of Delos, to be used by credit institutions to serve visitors and the residential group in general. rice for commercial use, for us as a company, is 100,000 coupon asset profit (C.A.P.) 10.000 Euros This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. : (+30) 27540 52165- F: (+49) 211 3112 9915 21 The financial center of the entire settlement and themc park will be the island of Delos with the facilities - 10 buildings maximum will be put up for sale, through an international competition, within the island of Delos, to be used by rice for commercial use, for us as a company, is 100,000 € including the
  • 22. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 22 Note The series of main bonds will be freely negotiated solely OTC. Only secured commission coupons (S.C.C) or coupons asset profit (C.A.P.) can be listed, as securities, in money markets. Table 3: Corporate bond initiative “Ellinon Politeia”
  • 23. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 23 8. Sales - Schedule Having long experience in sales, the project, as far as it concerns the commercial exploitation (sales) will be gradually sold, at a rate of no more than 8% through open international online competitions and with a schedule where the demand will exceed the offer. The marketing budget is estimated at 300 million Euros and it is included in the planned construction cost As a company, we already have a network of more than 2000 brokers and professionals, with presence in more than 17 countries and there is research on the feasible selling price of the properties to be developed, with 20.000€/sq.m. as the minimum price. Sales Incentives for managers and market investors with the main issuance of the “Ellinon Politeia” bond loan. 6% - 8% commission to fund and family account managers at a selling price of bond series - property to their customers, at more than 23.000€ each bond, with a commitment on our part for sales scheduling with regard to the project. For the creation of the project, the legislative cover from Greek State is necessary, which will ensure residence permit to all foreign investors (non-EU.), according to the standards of other European countries for investments above 2 million Euros. 9. Financing Data Today, with the process of warrant bonds and guaranteed return of 100% of the principal to investors by financial institutions - custodians, if our proposal is not successful, due to unforeseeable events, we are confident that our proposal will be a positive contribution in favour of the investors in this unstable economic environment, as the investor is also secured with coverage by a particular property in Greece, which he acquires through this investment. It is also beneficial for the German public interest (German State) as the guarantor of the Greek sovereign debt, the member-states of the eurozone and in general all international creditors of Greek debt, today. Of the rights attributable to our company, the issuer of the corporate bonds, we are confident that in this initial stage we can achieve through partnerships at least the 70% of the construction designs, since we have not received to date any financing as a company. The time estimated for the final presentation is one year, without the implementation designs of the project, from the start of the warrant bond procedure.
  • 24. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 24 Assets arising on Greek debt from this project for other properties that belong and are managed from HRADF.. The corporate bond loan HDBONDS ‘’Ellinon Politeia’’ (Project bond initiative 66.0 billion Euros), Pfandbriefe German type, as a coverage can also function as overcollateralization for other development projects of HRADF, being a financing developmental pillar, as at this stage any additional assets of the project have not been estimated (management of the theme park, etc). 10. Architectural design data The following is for information only for the guidance and in collaboration with the designers -managers, partners of the ”Ellinon Politeia” project, to complete the final designs of the whole project. The designers will not create inside the project copies of the most popular tourist areas - monuments, e.g. Delphi, Acropolis etc. that are currently in operation and attract visitors. The project will complement the already existing ancient sites. The theme park will include all the activities related to the daily life of the Ancient Greeks. The layout and especially the settlements will be on elevated artificial hills that will be constructed without the cost of excavation, as the property area is flat and includes runways with NATO standards. ● The following will be created on this plot: a. Residential Facilities Revival, through the modern technology at our possession, of the architectural aesthetic, as it had been developed in Greek antiquity during the 5th century BC, the ”Golden” Era of the omnipotence of the city - states of Athens and Sparta and the island of Delos, as the heart of economic and cultural system of that time. b. Theme Park Development of buildings that will house theme park activities and sports of ancient Greece, educational institutions which will attract prospective buyers, e.g. primary school in the educational standards of the Spartans etc. ● The financial center of the ”Ellinon Politeia” project is the island of Delos. The seven city-states, which will be linked together in the same way as in antiquity, will be created throughout the area. We purposefully insist on the time period of 5th century BC when Athens and Sparta were flourishing.
  • 25. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 25 ● The entire ”Ellinon Politeia" project will have uniformity but also architectural peculiarities per city-state to be created, e.g., in Sparta the houses will be frugal-simple, different from the houses in Athens or Corinth. ● Access by car will not be allowed anywhere; it will be covered underground for residents and fpr the supply of commercial properties etc. ● The transfer inside the settlements will take place by means of the corresponding period. ● Theme Park: there will be topics such as pedagogical academies, olive oil, wine production methods, etc, as they were in ancient times. ● The financial center will be Ancient Delos, where all the banks etc. can be located. ● The creation of hotels - casinos will be forbidden. Residences may be rented however only during periods when they are not used by their owners. (companies like AMAN resorts, only for VIPs customers, can buy houses and rent them) ● Construction of aqueducts, as in antiquity, for the supply of water irrigation of the project. ● A key feature will be that all signs inside the project will be in the ancient Greek language. ● The challenge for specialized companies is the lighting design of the whole project. ● Cooperation with the Historical and Archaeological Academic Community during the final design and estimate of the wages, costs, studies etc, the Total Budget is 450 million Euros. 11. S.R.B. “Ellinon Politeia”- Social Reciprocal Benefit Corporate social responsibility - Corporate governance a) 3% S.R.B.: The amount, defined on the gross net turnover, with 3% on the price of commercial exploitation per square meter of the project “ELLINON POLITEIA” is at minimum 1,980 billion Euros. The amount of 1,980 billion Euros results from commercial exploitation of the commercial and residential residences and the 3% concerns as well with the total buildable area of 3,300,000 sq.m., defined as a percentage of the achieved final price per sq.m... b) Payment - Management of the total amount shall be made through an institution based in Germany and in particular in Düsseldorf, for purposes of public benefit and will be used to support social vulnerable social groups, through donations in Germany and Greece. c) A Donations assessing committee (provision and term in company’s charter) will be established with nine members, which shall not be entitled to a fee (unsalaried) and it will consist of personalities of known prestige and value. The assessing committee won’t be related with the management of the institution’s money but will be the central instrument of control and will be responsible to decide on the use of the money after evaluating requests. The entire pooled capital (minimum 1,980 billion Euros) will be disposed in Germany and Greece, in a proportion of ⅔ for Greece, the area of project’s development, and ⅓ for Germany. Through a specific website on the internet there will be open access for monitoring the flow of the funds and their management for all users of the internet.
  • 26. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 26 Note: the charter of the institution will include the terms and conditions according to German law for the assurance of the purpose (donations, scholarships, sponsorships e.t.c) Competent legal company: Engel Heckmann & Partner, headquarters Düsseldorf of Germany Social Corporate Governance Manager: Dr. Marily Mexi* 12. Legal Duties All of the above are not binding and no claim or demand may be raised against our company, because at this stage they can be changed - modified by unknown factors, force majeure or upon the integration - refinement of all studies of the above project. With regard to the entire proposal as a proposal or any liability arising from this as a study of the project proposal, German courts shall be solely competent (Applicable German Law). 13. Copyright - Intangible Assets Any copying of the whole or part or use of the data from this study of the project proposal ‘’Ellinon Politeia’’ without the approval of Hellenic Development Beteiligungs AG is a violation of our intellectual property rights, in accordance with the German and International Law. Otherwise, the company may appeal to any applicable state law at its discretion, within or outside the EU, in order to safeguard its intangible assets - copyright. 14. Conclusion Principles of Aristotle about Logic and Value Aristotle’s principles on logic are not currently implemented in the globalized economy, because Principles of Logic or Logical Principles, are the fundamental principles on which the good human mental acts are based and are governed by them and which (Principles), in the same way as mathematical axioms, do not require proof. Particularly today, Greece, with goodwill that has never been evaluated, presents the specificity that it provides too much power to its creditors, as particularly privileged and secured with collateral. The English law (with which the Greek Sovereign Debt is secured through the Greek state property) operates conversely for the borrower and covers the prospective investors of the innovative financing type of the project “ELLINON POLITEIA”, as the whole project’s financing is in accordance with the legislative development framework (English law) covering legislatively the Greek state assets which are under divestment. The English - International law gives the possibility, to partnerships that are in the chart of economy, to converge the two lines, the one of the capitalist market economy with the second line of the economy of society (the two lines have currently 90 degrees of deviation from their beginning which is the primary economy), resulting in the social reciprocal benefit of each project for the general public. The project’s economic model is comprehensible by the society, using the definition of the real economic Value (Proof, analysis & value synthesis)! as it is proven according to the Artistotle’s principles on Logic.
  • 27. - Germany 14 February 2014 - This document is copyright of Hellenic Development Beteiligungs AG, according to German and International Law. 1. OG, Hüttenstrasse 3 40215 Düsseldorf, Deutschland Email: info@hdb-ag.de - Website: www.hdb-ag.de – T(de): (+49) 211 8763 7520 – T(gr) : (+30) 27540 52165- F: (+49) 211 3112 9915 27 It is a fact that there can be no solution for the Greek Sovereign Debt while having unilateral criteria (those of the markets), since it is designed and analyzed without logic and it is certainly doomed deterministically, already with all the negative and destructive effects for Greece, which is a state with a closed economy since it was established (a threat to the global economy and by extension to the other European countries. By applying modern corporate governance practices, aiming in a development project on property in Greece, by applying Aristotle’s principles, the debt crisis of a State borrower operates in favor of both the State and its creditors. For The Company Evangelos D. Goutos - CEO at Hellenic Development Beteiligungs AG MZS Rechtsanwälte, Banking & Capital Markets Law: www.mzs-law.com Lawyer Gustav Meyer zu Schwabedissen - Capital markets law,Mezzanine financing,Corporate Law Engel Heckmann & Partner Rechtsanwälte, Commercial Law: www.engel-heckmann.de Dr. Marius Kuschka - Certified lawyer for Company and Commercial Law Stümpges & Partner GBR, Tax Advisory: www.stuempges.de Mr. Stephan Brune - Certified Accountant and Tax Consultant Dr. Marily Mexi* - Social Corporate Governance Manager Mrs. Katerina Hasapi - Lawyer Tecnical Advisor - Mr. Mpalampanis George, Mpalampanis S.A. *Dr. Marily Mexi joined HDB AG’s team on 15 May, 2014