NET HOLDING CORPORATE PRESENTATION
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NET HOLDING
CORPORATE
PRESENTATION
1
Disclaimer
This presentation contains forward-looking statements about Net Holding A.S. and their respective
subsidiaries and businesses. These include, without limitation, those concerning the strategy of an
integrated group, future growth potential of markets and products, profitability in specific areas, the future
product portfolio, development of and competition in economies and markets of the Group.
These forward looking statements involve known and unknown risks, uncertainties and other factors, many
of which are outside of Net Holding’s control, are difficult to predict and may cause actual results to differ
significantly from any future results expressed or implied in the forward-looking statements on this
presentation.
While Net Holding believes that the assumptions made and the expectations reflected on this presentation
are reasonable, no assurance can be given that such assumptions or expectations will prove to have been
correct and no guarantee of whatsoever nature is assumed in this respect. The uncertainties include, inter
alia, the risk of a change in general economic conditions and government and regulatory actions. These
known, unknown and uncertain factors are not exhaustive, and other factors, whether known, unknown or
unpredictable, could cause the Group’s actual results or ratings to differ materially from those assumed
hereinafter. Net Holding A.S. undertakes no obligation to update or revise the forward-looking statements
on this presentation whether as a result of new information, future events or otherwise.
2
Table of Contents
• The World of Merit International Page 4
• Net Holding Financial Highlights Page 15
• Core Business Activities Page 23
• Merit Hotels-Casinos & Revenue Generation Page 26
• Branding & Marketing Page 33
3
4
5
Gaming Leader in Northern Cyprus and Eastern Europe
• Uniquely Positioned to offer world class gaming experience within a
maximum of 4-hours flight time from Russian speaking countries, Middle
East, Europe, Africa and Scandinavian countries.
• Our dominant position in N. Cyprus enables us to pursue global growth
opportunities in the neighborhood of our region. Merit opened 5 new
casinos in Montenegro and Croatia and plans to add 8 more casinos in
Eastern Europe in the next two years.
• Significant real estate base; Book value of hotel&casinos at 1,6 bn TL and
book value of investment property at 531 mn TL in Turkey, Northern Cyprus
and Azerbaijan, except Bodrum Land.
• Exclusive Joint Venture Agreement with Scientific Games in 26 neighbouring
countries to develop acquire and operate Lottery concessions.
• Net Holding founded in 1981 and listed on Borsa Istanbul (BIST) since 1989
with the ticker symbol “NTHOL”. The combined avg. daily trading volume of
Net Group companies (NTHOL – 0.5 mn $ / NTTUR - 2.2 mn $) was more than
2.7 mn $ in 2017.
6Milestones: The Path to Growth
From single casino on 2000 to 10 casinos on 2017
International
Expansion (2011-
2016)
▪ 2013 Opening of Merit Royal
Hotel & Casino
Transformation ▪ 2013 Re-opening of Park
Years (2000-2010) under Merit brand
▪ 2014 Antalya Duty Free sold
Early Years (1990- to Nuance for USD150 mn
1999) ▪ 2014 Bid and won Turkish
National Lottery Tender
Beginnings (1974- ▪ 2006 Bodrum Milas Project together with JV partner SG.
Agreement ▪ 2014 Opening of Merit Royal
1990) ▪ 2007 Acquisition of Antalya Premium Hotel
▪ 1994 Total 21 Casinos in Turkey Duty Free license with Nuance ▪ 2016 Market entry to
▪ 1996 Acquisition of Merit group Montenegro with opening of
Crystal Cove in TRNC ▪ 2008 Opening of Merit Lefkosa casino in Podgorica
▪ 1996 Casinos outlawed in ▪ 2009 First Texas Holdem Poker ▪ 2016 Opening of Merit Casino
▪ 1974 Net Turizm founded by
Turkey Tournament Royal Splendid and Avala in
Mr. Besim Tibuk
▪ 1981 Net Holding established ▪ 1998 Opening of Merit Cyprus ▪ 2010 Acquisition of Merit Esprit Budva
Garden and Merit Crystal Cove Hotel ▪ 2016 Opening of 2016 Market
▪ 1985 First Casino opened in
entry to Croatia with opening
Turkey
of Merit Casino Grand Lav in
▪ 1989 NTHOL listed on Istanbul
Split
Stock Exchange
▪ 2016 Opening of Merit Casino
▪ 1990 Net Turizm listed
Libertas in Dubrovnik
7Casino Performance: EBITDA & Sales *
80 CASINO EBITDA (mn $)
70
60
50
40
30
74
20 32 52
45 51
10
0
2013 2014 2015 2016 2017 E
CASINO SALES (mn $)
200
180
160
140
120
100
80 179
132 134
60 90 138
40
20
0
2013 2014 2015 2016 2017 E
* These tables are taken from independent auditors’ report in EBITDA breakdown page by TL and converted to $ with,
end of year CBRT fx rates.
82017 EBITDA GUIDANCE
$68
9Merit: Operational Statistics
Total Visits to Merit Properties (mn people) Occupancy and ADR
350 64%
2 300 62%
300.0 308
250 60%
1.5 267
200 247 58%
1 150 56%
1.1 1.5
100 54%
0.5 0.8
50 52%
0 0 50%
2014 2015 2016 $ 2013 2014 2015 2016
Revenue Distribution By Currency (2016) Visitors Nationality (2016)
10Disciplined Execution of Our Expansion Strategy
• Merit is clear regional leader in integrated casino resort development and management and is well
positioned to bring its expertise and business model to selected countries in Eastern Europe.
• 5 new casinos opened in 2016 in Montenegro and Croatia with 386 slot machines and 79 tables.
• 8 new casinos planned in 2017 and 2018. When completed, the expansion to increase our gaming
capacity to more than 1,500 machines and 200 live tables in Eastern Europe.
• Capital efficient asset-light expansion model with an average investment of 3 mn € per point.
Geographic Areas of Future Development Interest for Merit
Macedonia Bulgaria Ukraine
Bosnia Serbia Slovenia
11Corporate Action
• NET Holding made an application to merge NTTUR
and NTHOL via a share swap on February 8th, 2017.
CMB approved the merger on July 21th, 2017 .
• Independent valuation conducted by KPMG
determined the ratio to be 0.97861.
• The merger to result in elimination of cross-holding
pattern that existed since 1989 through NTTUR &
NTHOL merger and 1,064 mn TL outside interests.
• Restructuring of entire Net Group into regional
gaming operator focused on casinos, sports betting
and lottery management.
• Simplification of participants through mergers and
wind ups. This elimination will solidify minority
rights and application of corporate governance
compliance.
12Ownership Structure (Pre-Merger)
Net Holding Shareholder Structure
Foreign Institutional Investors 148,984,000 44.00%
Net Group (Treasury Shares) 77,878,000 23.00%
Tibuk Family 57,562,000 17.00%
Free Float 54,176,000 16.00%
Total 338,600,000 100.00%
13Ownership Structure (Post-Merger)
Net Holding Shareholder Structure
Foreign Institutional Investors 242,917,754 43.08%
Net Group (Treasury Shares) 81,310,910 14.42%
Tibuk Family 145,931,092 25.88%
Free Float 93,716,181 16.62%
Total 563,875,937 100.00%
14NET HOLDING
FINANCIAL HIGHLIGHTS
15Financial Overview
mn TL 1HF17 1HF16 Chg. FY 2016 FY 2015 Chg.
Revenues 242.8 184.4 32% 478.6 403.1 19%
EBITDA 48.1 36.2 33% 143.7 83.9 71%
OPERATING PROFIT 5.6 0.2 n.m. 68.5 30.5 124%
Investment Income (Net) 1.6 2.2 -29% 4.2 124.8 -97%
Interest (Expense)/ Revenue* -16.3 -15.6 4% -31.7 -30.5 4%
Foreign Exchange (Loss)/Profit -17.9 0.6 n.m. -8.0 -2.3 248%
Other Financial Commissions -1.0 -0.5 92% -2.6 -4.0 -35%
Profit Before Tax -28.6 -13.5 112% 28.5 124.6 -77%
Tax 10.1 4.0 152% -32.8 -27.2 21%
Net Profit -19.9 -10.4 91% -4.3 97.4 n.m.
Minorities -3.2 4.8 n.m. 19.9 31.3 -37%
Attributable profit -16.7 -15.2 10% 24.2 66.1 n.m.
*-12 mn TL non-cash impact: The impact of depreciation of TL on foreign currency debt stock.
-4.3 mn TL is cash impact.
16Summarized Segmental Review
mn TL 1HF17 1HF16 Chg. FY 2016 FY 2015 Chg.
EBITDA
N. Cyprus 62.2 46.1 34.9% 180.7 147.4 22.6%
Merit Crystal Cove 12.4 9.2 34.8% 32.1 28.0 14.6%
Merit Lefkosa 4.3 3.1 38.7% 41.7 30.9 35.0%
Merit Royal 32.8 24.3 35.0% 65.2 57.6 13.2%
Merit Cyprus Gardens 0.8 0.6 33.3% 8.1 4.7 72.5%
Merit Park 11.9 8.9 33.7% 33.6 26.2 28.2%
Eastern Europe -1.7 0.3 n.m. 1.0 0.0 n.m.
Others 1.6 -0.1 n.m. 1.0 -0.8 n.m.
Holding -13.0 -7.9 64.6% -32.3 -52.6 -38.6%
Consolidation adj. -1.0 -2.2 -54.5% -6.8 -10.1 -33.2%
Consolidated EBITDA 48.1 36.2 32.9% 143.7 83.9 71.3%
17Cash Flow
mn TL 1HF17 1HF16 Chg. FY2016 FY2015 Chg.
Reported EBITDA 48.1 36.2 11.9 143.8 83.9 59.9
Working Capital -15.2 -7.1 -8.1 -5.1 -18.1 13.0
Cash Flow generated by operations 32.9 29.1 3.8 138.7 65.8 72.9
Net interest expenses -34.3 -12.3 -21.9 -21.0 -16.9 -4.1
Taxes paid -14.9 -12.0 -2.9 -11.3 -19.1 7.8
Operating Cash Flow -16.2 4.8 -21.0 106.3 29.8 76.5
Capital Expenditure (net) -56.6 -90.2 33.6 -239.9 -103.5 -136.4
Cash Flow before financing activities -72.8 -85.4 12.6 -133.6 -72.7 -60.9
Net borrowings 26.5 1.0 25.5 98.6 -275.2 373.8
Share sale (buybacks) 1.8 28.3 -26.5 31.2 200.1 -168.9
Net increase (decrease) in cash -44.6 -56.1 11.6 -3.8 -147.8 144.0
18Debt Structure
mn TL 1HF17 1HF16 Chg. FY2016 FY2015 Chg.
Nature of Facility
TL Bank Debt (secured) 28.4 15.2 13.2 13.4 16.7 -3.3
Debt Short Term 20.7 3.7 17.0 3.7 3.7 0.0
Debt Long Term 7.7 11.5 -3.8 9.7 13.0 -3.3
Fx Bank Debt (secured) 406.2 90.9 315.3 290.2 83.5 206.7
Debt Short Term 74.3 44.9 29.4 65.2 44.3 20.9
Debt Long Term 331.9 46.0 285.9 225.0 39.2 185.8
Capital Market Debts 150.0 350.0 -200.0 250.0 350.0 -100.0
Bond Short Term 50.0 300.0 -250.0 100.0 200.0 -100.0
Bond Long Term 100.0 50.0 50.0 150.0 150.0 0.0
Accrued interest 3.1 4.7 -1.6 4.5 4.8 -0.3
Total Outstanding Debt 587.7 460.8 126.9 558.1 455.0 103.1
Less Available Cash 434.9 427.1 -44.5 479.4 483.2 -3.8
Net Debt 152.8 33.7 74.1 78.7 -28.2 106.9
• 69% of the total debt stock is in FX, 31% in local currency for 1HF17.
• Average maturity of bank loans is 3.4 years.
• Financial Lease Liability for 2016FY is 16.8 mn TL.
• JC assigned «A» rating in 2016 and upgraded outlook from stable to positive. The 4th upgrade since Japan Credit
Rating Agency (JCR) started rating Net Holding.
• As of 30 June 2017 the average effective interest rates of USD, EUR and TRY bank borrowings are 5.53%, 4.64% and
%13,54 (31 December 2016: USD – 6.56%, EUR – 4.84% , GBP – 4.09% TRY- 13.53%)
19Capital Expenditures / Expectations in Casinos
40
35 3 3
30 5 5
3 Net Holding Expectation
25
5
20 3
3 3
23 23 5
15 5 5
12
3
10 3
7 7
3 3
5
5 5 5 5 5 5
0
mn € 2014 2015 2016 2017 2018 2019
Maintenance Eastern Europe Merit Royal RoB MCC expansion Others
* RoB: Renovations on Buildings.
** These capital expenditures are only in casinos for maintenance purposes. 2021
Business Activities
Core Activities Other Activities
Gaming Real Estate Development
Merit Casinos 35,000 m2 gaming space in 5 -11.7 mn m2 of land in Turkey, 2.5 mn m2 in
Casinos in Northern Cyprus and Eastern Europe. Northern Cyprus & 0.3mn m2 of land in Baku,
40% of gaming market in N. Cyprus. Casino Azerbaijan.
operator with 4,390 slot machines & 486 live -All real estate will be revalued in 2017 with
game tables. (including Skopje & Svilengrad) Only expectations of value increases especially for
company to operate as a casino chain in Northern Cyprus.
Northern Cyprus. -Bodrum Land of 10 mn m2 not included in
revaluation and does NOT show on B/S; appraised at
Merit Poker Exclusive JV with Bwin, own brands 620 mn $ in 2013.
Lebanese Poker Tour(LPT), Russian Poker Tour
(RPT), Merit Mediterranean Poker Cup (MMC),
Merit Poker Winter Fest, Merit Poker Fall Open,
Merit World Cup of Poker, Merit Poker Summer
Open, Merit Poker Spring Open, Merit Poker
Festival.
Hotel Management Lottery
Merit International Hotels & Resorts - New privatization schedule will be determined by
-Only company to operate as a hotel chain in Sovereign Wealth Fund administration. We expect
Northern Cyprus. that, tender will have down payment base on
management fee.
-Mostly 5-Star Casino Hotels with 4,305 beds in
Northern Cyprus, 36% of 5-Star bed capacity. -We are following the opportunities closely in our
region.
22Gaming Business Update
• BULGARIA
Svilengrad – Casino is under construction, the only 5-star
hotel in the area. Operations in Svilengrad – just 2,5
hours driving distance from Istanbul – will start by the
end of 2017.
• MACEDONIA
Skopje – Merit Marriott Hotel – Casino is expected to be
open in the end of 2017.
23Lottery Business Update
• Exclusive Joint Venture Agreement with Scientific
Games covering 26 countries surrounded by Turkey,
additionally with IGT, starting strategic partnership.
TURKEY
• New privatization structure and schedule will be
determined by Sovereign Wealth Fund administration.
• We are in talks for managing a lottery company in the
Eastern Europe countries.
2425
Casino Data in Northern Cyprus Merit Royal & P. Merit Crystal Cove Merit Lefkosa Merit Park Merit Cyprus Gardens Slots: 894 Slots: 635 Slots: 1,233 Slots: 544 Slots: 194 Table Games: 60 Table Games: 50 Table Games: 40 Table Games: 45 Table Games: 20 Hotel Rooms:243 Hotel Rooms:277 Hotel Rooms:125 Hotel Rooms:285 Hotel Rooms: 90 Merit Poker Tables: 116 EBITDA 2016: 9.1 mn $ EBITDA 2016: 11.9 mn $ EBITDA 2016: 9.6 mn $ EBITDA 2016: 2.3 mn $ EBITDA 2016: 18.6 mn $ 26
Casino Data in Eastern Europe
Merit Avala Merit Royal Splendid Merit Montenegro Merit Libertas Merit Grand Lav
Slots: 123 Slots:70 Slots: 70 Slots: 114 Slots: 123
Table Games: 23 Table Games:15 Table Games: 11 Table Games: 14 Table Games: 16
Merit Skopje * Merit Svilengrad *
Slots: 170 Slots: 220
Table Games: 36 Table Games: 40
Merit Casino Skopje and Merit Casino Svilengrad will be opened in end of 2017.
27Casino Revenue Generation -2016
Total Casino Distribution
Slots 100%
25% 90%
80% 39%
70% 57%
71% 70%
60% 83%
50%
40%
30% 61%
20% 43%
29% 30%
10% 17%
0%
Live Games
Merit Royal Merit Park Merit Lefkosa Merit Cyprus Merit Crystal
75% Garden Cove
Slots Live Games
28Revenue Distribution by Live Games in 2016
Total Casino Distribution
Baccarat 4% 100%
10% 13% 8% 12%
90% 22%
Roulette 53% 7%
80%
Poker 27% 70% 22% 38%
44% 27% 52%
60%
50%
40%
30% 61%
51% 50%
20% 43% 40%
10%
0%
Blackjack Merit Royal Merit Park Merit Lefkosa Merit Cyprus Merit Crystal
Garden Cove
16%
Roulette Blackjack Baccarat Poker
29Peer Casino Operators vs. Net Holding
Data Net Holding Las Vegas Sands Wynn Resorts MGM China Wynn Macau Melco Philip. Bloomberry Philip.
VIP Tables 42 318 171 162 178 108 188
GGR (mn $) 0.72 9.00 17.81 6.85 14.68 2.64 2.23
Mass Table 444 2,340 620 252 425 165 204
GGR (mn $) 0.21 2.40 7.80 Poker; 3.89 3.78 1.00 1.07
22% Roulette;
Revenues (mn $) 137 13,320 6,491 1,920 4,589 614 769
51%
Ebitda (mn $) 52 4,306 1,505 534 950 133 215
Ebitda Margin 38% 32% 23% 28% 21% 22% 28%
Blackjack;
37%
30Peer Casino Operators vs. Net Holding (EV/EBITDA)*
16.0x EV/EBITDA 2017
14.0x
14.0x
12.1x
12.0x 11.4x
10.0x
7.7x
8.0x
6.1x
6.0x
4.0x
2.0x
0.0x
Net Holding Poker;Macau Casinos Philippines Eastern Europe
Las Vegas
Casinos22% Roulette;Casinos
Casinos
51%
EV/EBITDA 2018 & Margins
16.0x 40%
12.1x 13.5x 13.7x
14.0x 35%
11.4x
12.0x 34% 10.3x 30%
EBITDA Margin 34% 9.1x
10.0x on the right scale 28%
Blackjack; 25%
25% 36%
8.0x 37% 31% 20%
6.0x 5.2x 15%
4.0x 10%
2.0x 38% 5%
0.0x 0%
Net Holding Las Vegas Wynn Resorts MGM China Wynn Macau Melco Bloomberry
Sands Corp Ltd Holdings Ltd Ltd Philippines Resorts
* All calculations have been done according to 2.70 TL Nthol price.
3132
PLAYER CLUB CARD
• Merit Casinos has an active base of
more than 700,000 members registered
Player Club Card (1,000 people)
to their Player Loyalty Program & Net Holding Expectation
1,200 1,100
Tracking System at four different levels;
Sapphire, Silver, Gold and Platinum.
1,000 900
• Valued members of Merit Casinos’ Player
800 700
Loyalty program have enjoyed the
distribution of over 30 mn$ of 578
600
promotional tickets during 2012-2016
396
period, on top and above of all regular 400 274
winnings from slot machines. These
promotional tickets are not redeemable 200 128
56
as cash but only used for playing at slot
machines. 0
2012 2013 2014 2015 2016 2017 2018 2019 33Mega Jackpot
• Merit Casinos offer to its slot machine players a unique experience by its
Mega Progressive Jackpot system, linking with Wide Area Progressive all of
its 4,000 slot machines at its 10 casinos.
• In the 29-casino Northern Cyprus gaming market, Merit is the only casino to
offer a 0.5 mn $ plus Mega Progressive Jackpot plus sub-tier additional
jackpots at its casinos thus creating a clear uncontested competitive edge on
the island & in the region.
• Since the inception of the Mega Progressive Jackpot in 2012, Merit has paid
out a total of over 13 mn $ in various jackpots to their qualified slot machine
players on top and above of regular slot machine winnings.
34A New Brand in Gaming: Merit Poker
• Leading Texas Hold’em Poker Tournament Operator «Merit Poker» has exclusive JV
with Bwin while developing its own brands; Lebanese Poker Tour (LPT), Russian Poker
Tour (RPT) and Mediterranean Poker Cup (MPC).
• Merit Poker has been founded by Merit Casinos in 2008 and specializes in Texas
Hold’em Tournaments & cash games.
• During 2008-2015 period, Merit Poker has successfully organized 57 international
tournaments and 841 satellite tournaments in Northern Cyprus with 35,074 players
from 87 different countries actively listed.
• Merit Poker has distributed a total of 50 mn $ in total tournament prizes to players.
• Merit Poker owns & operates the following Texas Hold’em Tournament brands; Merit
Mediterranean Cup (MMC), Lebanese Poker Tour (LPT), Russian Poker Tour (RPT), Merit
Poker Winter Fest, Merit Poker Fall Open, Merit World Cup of Poker, Merit Poker
Summer Open, Merit Poker Spring Open, Merit Poker Festival.
35Newest Tournaments: Roulette and Backgammon
• Tournaments which have organized in the Merit Casinos attracted more attention
than expected, as a result, turned into an activity that all guests eagerly track its
annual timetable eagerly.
• For the first time, the Merit Open International Backgammon Tournament was
held in 2013. Being grew with an increasing interest year over year, with 500
people from 40 countries it became the biggest international modern
backgammon tournament in the world in 2016. This large organization, which is a
partnership of Worldwide Backgammon Federation and Casino Merit Park, has
won a prestigious place in the world backgammon society. The hotel reservations
become filled 6 months in advance as the tournament is taking place in the first
week of November.
• Roulette tournaments for the first time launched in 2014 with the ‘’Roulette Park’’
brand. It have won the favor of all casino guests, as well. The roulette
tournaments which are held every year in January, February and March with high
award ceremonies try combine the enthusiasm of the competition with
entertainment. Casino Merit Park's tournaments are continuing with new ideas
added.
36Merit Brand Combines with Technology
3738
JCR, Japan Credit Rating Agency
Corporate Credit Rating - Annual Review
Strengths
• Sustained operational volume and earnings growth throughout
FY2015 and the 1H2016 despite the downturn in the tourism industry
across Turkey.
• Established market-leading position in the TRNC luxury hotel and
chance games industry under the Merit brand.
• Low levels of financial leverage and high share of equity in the funding
of Company operations setting a suitable base for further expansion.
• Absence of foreign currency risk along with the high share of tangible
assets and real estate portfolio creating a wealth effect and
contributing to asset quality.
• Future strategies relating to regional expansion in the chance games
industry along with plans regarding National Lottery privatization.
• Expected contribution of the merger between Net Holding and Net
Turizm to productivity, transparency and compliance with Corporate
Governance Practices.
*Assigned by Japan Credit Rating Agency, JCR on October 7, 2016
• Japan Credit Rating Agency assigned «A» rating in 2016 and upgraded outlook from stable to positive.
• Our 4th upgrade since Japan Credit Rating Agency (JCR) started rating Net Holding.
• Net Holding successfully issued 750 mn TL Corporate Bond between 2013-2017.
• NTHOL Corporate Bonds are one of the most liquid non-banking corporate bonds.
3940
Land & Buildings
Number of Book Value
Properties Properties mn $
Istanbul 22 30.6
Other locations in Turkey 52 23.0
TRNC 61 477.0
Azerbaijan 2 0.7
Total 137 531.2
41Bodrum Land
300 mn $ of monetization opportunity – NOT even on balance sheet.
1,000 hectares (10 mn of land running along just behind the town of Gulluk on the Mediterranean coast; 5
minutes drive from Bodrum International Airport, 30 minutes from the town of Bodrum. Topography lends itself
well to villas as it will allow each property to feel relatively secluded with uninterrupted views. The Project includes
an iconic grand resort hotel, spa retreats up on the hills, world class conference facilities, golf club at International
PGA standarts, polo club mainly geared to affluent international tourists.
Current zonning plan is “Tourism” with 30% buildable-to-land area ratio, allowing 3 mn m2 of buildable space.
Savills, has produced a report in 2011 with 16% buildable to land area ratio (max. allowed in 2011), accordingly;
Stage 1: 3, 304 residential keys and 141 hotel rooms for the golf hotel, 382 for the grand resort hotel and 132
rooms for the spa hotel. Stage 2: Adding 545 hotel rooms and another 3,304 residential keys. The property is under
a revenue sharing agreement with a local developer since 2007 that entitles NTHOL to 19% of the revenues of the
Project, with a deadline to finish construction until June 2013, which has elapsed. Due to the type of the contract,
the title of the property has been passed to developer & the asset (plus attached revenue sharing deal) can not yet
be seen in NTHOL accounts.
Three routes of monetization remain available per established judiciary practice & agreement between parties;
a) Developer exercises his call option & buys out Net Holding’s shares in this project at 300 mn $
b) Developer sells to 3rd party with Net Holding’s consent, 60% of proceeds goes to Net Group.
c) Developer defaults on contract, Net Holding gets back the land to its B/S at new market value without any
compensation to developer.
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