Due Diligence BOA VISTA CAPE VERDE

Due Diligence BOA VISTA CAPE VERDE

Photograph from a front line villa at MELIÃ Tortuga Beach, an established Cape Verde resort developed by The Resort Group. Contents 4 Foreign Investor Certificate 5 Joint Order for Development Approval 7 Joint Order for Status of Tourism Utility 8 Public Deed of Purchase and Sale Certificate for Land 10 Hotel Management Agreement with Meliá Hotels International Delivering peace of mind for property owners The Resort Group takes a fully focused, detailed and strict approach to the due diligence process. That means all the necessary licenses, permits and permissions are in place in addition to full land ownership and an excellent working relationship with local government and authorities. All of which means that when you buy a property through The Resort Group, you ll be making a great investment, but you ll also be buying into something that s harder to put a value on... peace of mind. The following set of documents provide proof of the correct authorisation, approval and land ownership is in place for our development of White Sands Hotel & Spa, as well as a Hotel Management Agreement with Meliá Hotels International. In addition to this Due Diligence Brochure, The Resort Group also has a full Due Diligence Report, which offers more detail about the Group, our Resorts, track record and financial stability. To view this report go to www.theresortgroupplc.com/trg-dd-report.pdf 2 Due Diligence whitesandshotelandspa.com 3

Foreign Investor Certificate Joint Order for Development Approval REPUBLIC OF CAPE VERDE Ministry of Finance and Planning Office of the Minister FOREIGN INVESTOR CERTIFICATE No. 01/1E/2012 NAME: THE RESORT GROUP PLC REGISTRY: United Kingdom MAIN OFFICE: United Kingdom FOREIGN INVESTMENT TRANSACTION: Construction of a five-star hotel, with 835 rooms and various support facilities, including a beach club, wedding pavilion, conference rooms, kids club and theme restaurants. INVESTMENT BENEFICIARY COMPANY: WHITE SANDS BEACH HOTEL Sociedade Unipessoal, S.A. DEADLINE FOR START OF ECONOMIC ACTIVITY: 18 months from the issue date of this certificate REGISTRY: Under the terms of article 12 of Regulatory Decree 1/94 of 03 January, the sponsor must register the investment under this proposal at the appropriate offices of the Bank of Cape Verde (Banco de Cabo Verde) within 30 days of the investment transaction s performance. This document certifies that the entity identified above is duly authorized to perform the foreign investment, under the terms of Law no. 89/IV/93 of 13 December, and in compliance with request no. 001/2012, and is entitled to all of the rights, guarantees and incentives under said law. All public entities to whom this certificate is presented are requested to handle the issues brought by its owner with all due speed and diligence, in accordance with applicable legal and regulatory provisions. Issued in the city of Praia on 09 May 2012 JOINT ORDER Approves the Melia White Sands Hotel & SPA Detailed Development Project, abbreviated POD White Sands, located in the sub-zone of Porto de Santa Mónica, ZDTI 1 of Santa Mónica. Whereas, as the managing entity of the ZDTIs of Boa Vista and Maio Islands, the Boa Vista and Maio Island Tourism Development Society (SDTIBM) is specifically responsible for approving Detailed Development Projects (PODs) in close collaboration with the central territorial planning office; Whereas, under the terms of article 15 (5) of Law no. 75/VII/2010 of 23 August, which establishes the legal scheme for the declaration and operation of Special Tourism Zones, the POD s approval depends on the approval of the Tourism Development Plan (POT) and, in this specific case, the POT of the ZDTI of Santa Mónica, which occurred under Ministerial Order no. 21/2009 of 08 June, as amended by Ministerial Order no. 25/2012 of 08 June; In view of the fulfillment of the legal requirements for the approval of the Melia White Sands Hotel & SPA Detailed Development Project, abbreviated POD White Sands, as laid out in article 17 (1) and (2) of Law no. 75/VII/2010, and in view of the approval of the respective environmental impact study; And finally, whereas the tourism development plans (POT and POD) have the nature of an administrative regulation, and their binding provisions must be observed by the management, by those managed and by tourism developers; Therefore: 1 ZDTI, or Full Tourism Development Zone, is a classification of Special Tourism Zone, as established by Cape Verde s Legislative Decree no. 02/93 of 01 February. ZDTIs are areas having outstanding geographic conditions and landscapes particularly suited to tourism. (Minister of Finance and Planning) 4 whitesandshotelandspa.com whitesandshotelandspa.com 5

Joint Order for Development Approval - cont d Joint Order for Status of Tourism Utility JOINT ORDER Under the provisions of article 17 (4) of Law no. 75/VII/2010 of 23 August, we hereby rule the following: 1. The Melia White Sands Hotel & SPA Detailed Development Project, abbreviated POD White Sands, located on lot POD.CSM.06 in the sub-zone of Porto de Santa Mónica, ZDTI of Santa Mónica, whose regulations are published as an attachment to this order and are an integral part hereto, is hereby approved; 2. The deadlines for the completion of work, construction and tree planting shall be those stated in the POD White Sands Regulations approved by the SDTIBM General Assembly; 3. The original documents comprising the POD White Sands referred to in article 3 of the respective regulations shall be kept at the SDTIBM s main office; 4. This order shall enter into force on the day following that of its publication. Praia, 22 November 2012 WHEREAS: STATUS OF TOURISM UTILITY The company WHITE SANDS BEACH HOTEL & SPA, S.A. has requested the status of tourism utility for a new installation 1 for the tourism development of the same name, to be installed in Santa Mónica, Boa Vista Island, Cape Verde; As it involves: - A project with an estimated investment of 117,802,000 (one hundred and seventeen million, eight hundred and two thousand euros) which will create 529 direct job positions; - A project aimed at promoting the tourism business, which will help increase the country s accommodation capacity and enhance the quality of service; - A project that is in line with the national policy laid out for the tourism sector, with regard to the type and level of services. (The Minister of Tourism, Industry and Energy) (The Minister of Environment, Housing and Territorial Planning) WE HAVE DECIDED TO GRANT THE STATUS OF TOURISM UTILITY FOR A NEW INSTALLATION to the WHITE SANDS BEACH HOTEL & SPA tourism development under the terms of article 5 of Law no. 55/VI/2005 of 10 January. (The Minister of Tourism, Industry and Energy) (The Minister of Finance and Planning) City of Praia, 11 April 2012 1 Tourism utility for a new installation (utilidade turística de instalção) is one of several tourism utility statuses under article 2 of Cape Verde s Law no. 55/VI/2005 of 10 January 2005, in this case applicable to new tourism developments or establishments. 6 whitesandshotelandspa.com whitesandshotelandspa.com 7

Public Deed of Purchase and Sale Certificate for Land Public Deed of Purchase and Sale Certificate for Land - cont d REGIONAL SECOND CLASS NOTARY'S OFFICE - BOA VISTA Av. 4 de Julho - C.P. 38 - Sal- Rei - Boa Vista NOTARY: JACILENE ROMI FORTES LOPES REGIONAL SECOND CLASS NOTARY'S OFFICE - BOA VISTA Av. 4 de Julho - C.P. 38 - Sal- Rei - Boa Vista NOTARY: JACILENE ROMI FORTES LOPES CERTIFICATE Signatory, Assistant, Adriano Jorge Noro, of Regional Second Class Notary's Office, Boa Vista CERTIFIES SALE AND PURCHASE DEED Issued on 30th October 2012, on page 08/12 of volume no. 09 SIGNATORY PARTIES: Boa Vista and Maio Islands Tourism Development Corporation White Sands Beach Hotel & SPA, Sole Proprietorship, SA ONE - That the photocopy appended to this certificate accurately represents the original. TWO - That the contents entered onto page 08/12 of the volume for various deeds, number 9 were drawn from this Deed Office. THREE - That it occupies 05 pages that bear the stamp of this Office, all pages being numbered and initialled by myself. Charges: Notary Fees - $ 600 Seal - $ 200 Sal- Rei, 30th October of Two Thousand and Twelve TOTAL - $ 800 Confirmed. Registered under no. 169/2012 Throughout this document the $ symbol represents the Cape Verdean escudo currency 8 whitesandshotelandspa.com whitesandshotelandspa.com 9

Hotel Management Agreement with Meliá Hotels International Photograph from a 2 bed apartment balcony overlooking the main resort pool at MELIÃ Tortuga Beach. Tortuga is the first Cape Verde development by The Resort Group and has been operational since May 2011. 10 whitesandshotelandspa.com

A D e v e l o p m e n t B y t h e r e s o r t G r o u p P L C The Resort Group Plc, 23 Ocean Village Promenade, Gibraltar www.theresortgroupplc.com