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Q-Park / Ernst & Young

Brief SOBI aan Fitch Ratings inzake € 300 mln lening Q-Park

20 jul 2009

Fitch Ratings
Structured Finance Group
Att: Mr Saavan Gatfield, Associate Director
101 Finsbury Pavement
London EC2A 1RS 

July 20th, 2009

Dear Mr Gatfield,

With this letter, we would like to draw your attention to Quality Parking 2007,
a €300m credit-linked note structured on the basis of a loan to Q-Park NV, which has been rated AAA by both Fitch Ratings and Standard & Poor's and bought by qualifying investors in April 2007.

SOBI (www.sobi.nl) is a Dutch foundation dedicated to transparency in financial reporting. We find it important to make you and other stakeholders aware that SOBI has filed a formal disciplinary complaint with the Disciplinary Board of  NIVRA, the Royal Netherlands Institute of Registered Accountants (www.nivra.nl), against the auditor of Q-Park NV (Ernst & Young, Mr J.G.K. van der Zanden) regarding the unqualified opinion of the company's financial statements 2007. Attached please find an English translation of the disciplinary complaint concerning Q-Park's annual report 2007 (3 pages) and the English translation of the reaction on the defense by Ernst & Young.

One of the key points in the disciplinary complaint is that in its financial reporting, Q-Park presents car parking facilities it does not own but leases from other landlords (a significant part of its portfolio) as investment real estate, which it subsequently seems not to depreciate in its P&L, as a result of which, in our view, the company's net profit and direct return may possibly overstate its recurring like-for-like cash generating potential arising from core operational activities, as well as its equity.

In addition to our formal disciplinary complaint, we have asked Professor Tjeu Blommaert PhD, one of the leading accounting experts in The Netherlands, to evaluate the cash generating potential of Q-Park NV, based on its publicly available financial reports for the period 1998-2008. The CFROI analysis seems to indicate that Q-Park NV may have produced an average cashflow return on investment of 3% or less over the entire 11-year period 1998-2008, which should presumably be significantly below the company's WACC, as well as below the company's cost of debt.

Given the importance the financial markets increasingly attach to credit ratings of synthetic and other complex financial fixed-income instruments, we would like to request if your AAA credit rating of Quality Parking 2007 from April 2007 must be understood as still valid in the current financial environment.

Kind regards,

Pieter Lakeman,    
Chairman SOBI