Annual Report 1999 Annual Report 1999 2 ter, boulevard Saint-Martin 75010 PARIS - FRANCE Tel. 33 (0)1 40 40 50 50 Mailing Address: 2 ter, boulevard Saint-Martin - 75473 PARIS cedex 10 - FRANCE CALYPTUS - INCRÉA
JOINT GENERAL MEETING OF 23 MAY 2000 THE CREATION OF A MAJOR REAL ESTATE COMPANY 19 000 appartements Revalued assets of 808 million euros (FF 5.4 billion) Total area of 617,000 square metres Commercial real estate area 126,000 square metres Rental base 56 million euros (FF 368 million) Number of apartments 6,850 1996: GFC 4.2 billion euros in assets 181.8 million euros in rental revenue 1997: GFC + FONCINA Revalued assets of 1 billion euros (FF 6.9 billion) Total area 716,000 square metres Commercial real estate area 155,000 square metres Rental base 70 million euros (FF 462 million) Number of apartments 7,950 CONTENTS Six Questions For Eliane Sermondadaz Board Of Directors Management Report The Search For A Process Of Growth A Strongly Improving Performance A Very Favourable Environment Realising Growth Potential New Progress For A Balanced Portfolio 2/3 4 5/31 6/7 8/10 11/12 13/15 16/19 1998: GFC + UIF + LA FONCIERE VENDOME Revalued assets of 2.1 billion euros (FF 13.5 billion) Total area 1,100,000 square metres Commercial real estate area 270,000 square metres Rental base 136 million euros (FF 90 million) Number of apartments 11,700 Revalued assets of 4.2 billion euros (FF 27.8 billion) Total area 2,055,000 square metres Commercial real estate area 680,000 square metres Rental base 259 million euros (FF 1.7 billion) Number of apartments 19,000 A Dynamic Of Optimisation A Profile Of Excellence A Shared Ambition For Growth Strengthening Administrative And Management Bodies General View Of The Accounts The Basis For Growth 20/21 22/23 24 25/26 27/29 30/31 1999: GECINA (Ex-GFC) + SEFIMEG + IMMOBILIERE BATIBAIL PROFILE With a stock market capitalisation of more than 2 billion euros (FF 13.3 billion) and a real estate portfolio of 4.2 billion euros (FF 27.8 billion), GECINA is a first- rank European real estate company. Combining quality real estate assets with efficient services, it manages a total of 2,055,000 square metres of rental space, consisting of 19,000 apartments and nearly 680,000 square metres of offices, businesses and commercial premises, giving a rental base of 259 billion euros (FF 1.7 billion). The Gecina Group (formerly G.F.C.) has been active in the housing sector since it was founded in 1959, and broadened its field of expertise during the 1990s to include commercial real estate. It adopted a strategy of refocusing on Paris and the Paris region and of increasing the proportion of high-quality assets in its portfolio. Asset restructuring and growth accelerated as of 1997, thanks to an active policy of acquisitions, which strengthened the Group s ability to generate shareholder s value. GECINA acquired SEFIMEG through a merger in July 1999, then IMMOBILIÈRE BATIBAIL in December. The union of the three real estate companies made it possible to assemble a skill-rich Group combining real estate know-how with financial expertise; it is well placed to systematically exploit its asset potential and optimise its investments. Financial Report Consolidated Financial Statements Individual Financial Statements Resolutions General Information Property Portfolio 32/77 33/35 56/77 78/80 81/88 89/97 0 1
Eliane SIX QUESTIONS Sermondadaz FOR ELIANE SERMONDADAZ Message from the Chairman After the impressive expansion that has taken place in recent years, where does GECINA stand today? GECINA today has assets of 4.2 billion euros and a rental base of 259 million euros. More than 90% of its assets are concentrated in Paris and the surrounding area, with a strong presence in the most dynamic districts. Grouping all our teams in the new headquarters building has made it possible to achieve complete integration as of the end of 1999. Working alongside colleagues with different experiences and cultures has resulted in a particularly fertile process that is mutually enriching. Do you intend to continue moving ahead with this policy? Yes, because we have seen all the advantages size gives, such as more efficient organisation, the development of fruitful synergies, increased possibilities for arbitrage operations and greater investment capacity. Our acquisition operations have led to a strong advance in profitability indicators and in the valuation of the Group. Over the last three periods, current cash flow per share and net revalued assets per share have in fact risen by 33% and 37%, respectively. In addition, our increased size has allowed our stock to appear on the SBF 120 index and to figure among the most liquid real estate securities on the Monthly Settlement board of the Paris Stock Exchange. Finally, in spite of its new size, GECINA remains a relatively modest company compared to British real estate companies, for example. How are you thinking of pursuing your development? There are many avenues with growth potential. Our current size will enable us to continue growing in traditional areas as well as to explore new segments. So we will study any opportunities that arise with an open mind. Our net financial debt today is no more than 32% of the revalued value of our assets. This leaves us a significant margin for manoeuvre, especially since our acquisitions are not exclusively financed by debt. Eliane SERMONDADAZ Chairman and Managing Director of GECINA Apart from external growth, what avenues exist for improving GECINA s performance? There are numerous courses of action. In particular, we can seek out any sources of profitability that have still not been tapped in order to optimise the return on each asset and its valuation. We are just finishing the asset valuation plan we have been working on since January. This team project is based on a multi-criteria real estate analysis of each asset, supplemented by a financial simulation. Determining renovation standards for each type of asset will ensure long-term service provision that is cost-effective and high quality. The business plan will tell us whether we should keep a given property or divest it in the short or medium term. What is your vision for the future? What message would you like to send to your shareholders? With the real estate market undergoing a strong comeback, the outlook for GECINA is bright. In a rapidly changing international environment, the range of possibilities has broadened considerably. We are looking forward to this promising period with great interest and with the aim of positioning GECINA as a unifying force. It is disappointing to see that investors have not made the real estate division of the Paris Stock Exchange one of their favourites. But I m convinced that they will soon come to better understand the high quality of our fundamentals. Where is GECINA positioned with respect to the new economy? We are following the explosion in the new communications technologies with keen interest and are carefully studying how these can be used in our own line of business to benefit our clients. We have, for example, figured out that there is potential to create rental space by converting 14,000 square metres of maid s rooms into apartments. The Group s rental income improvement is equally significant, with rents gradually being brought up to market levels. 2 3
BOARD OF DIRECTORS * RAPPORT DE GESTION99 HONORARY CHAIRMAN ASSURANCES MUTUELLES Patricia BARBIZET Roger PAPAZ DE FRANCE Managing Director of ARTEMIS represented by Jean-Louis AIGNAN CHAIRMAN Vice-Chairman Emmanuel CUEFF AND MANAGING DIRECTOR Secretary General of ARTEMIS Eliane SERMONDADAZ AZUR VIE represented by Bruno LEGROS AUDITORS VICE-CHAIRMAN AZUR ASSURANCES Real Estate Bertrand de BARDIES AND GENERAL MANAGER Director Honorary Chairman of CARDIF Charles RUGGIERI Robert BERTAUX DIRECTORS Antoine JEANCOURT - GALIGNANI GMF VIE represented by Sophie BEUVADEN Financial Director Chairman of FRANKIM Roger PAPAZ Honorary General Manager Management Report Chairman and Managing Director of of A.G.F. Group A.G.F. Group Christian de GOURNAY SOCIÉTÉ CENTRALE PREVOIR (Prévoir Group) represented by Bertrand VOYER CAISSE D ÉPARGNE DE PARIS represented by Jean-Frédéric ARNAUD Director of Financial Management MANAGEMENT REPORT Deputy Managing Director for Investment Chairman and Managing Director of A.G.F. Group STATUTORY AUDITORS Claude RIVE F.M. Richard and Associates Bertrand LETAMENDIA Bau and Associates Real Estate Director of A.G.F. Group GPA VIE Ernst & Young Audit represented by Jean-Philippe THIERRY ASSURANCES GÉNÉRALES DE Chairman and Managing Director SUBSTITUTE AUDITORS FRANCE VIE P.C.A. Pierre CANEY and Associates represented by François THOMAZEAU Sylvain ELKAIM Deputy Managing Director of A.G.F. Group Dominique DURET-FERRARI * By decision of the Joint General Meeting of 23 May 2000. 4 5
Management Report THE SEARCH FOR A PROCESS OF GROWTH Salient Points By merging with the SEFIMEG and BATIBAIL Groups, GECINA this year confirmed its role as a major player in the trend toward concentration in the real estate sector. It is now the top French real estate company in terms of assets and stock market capitalisation. In 1999, as the real estate market experienced renewed growth, the GECINA Group boosted its own expansion with two major acquisitions: the SEFIMEG Group in June, followed by the BATIBAIL Group in December. These operations were based on asset complementarity, team suitability and consistency with strategy, and they have brought together a number of factors that will promote long-term growth in the GECINA Group s valuation and profitability. The Achievement Of Significant Size With SEFIMEG At a meeting on 21 April 1999, the Boards of Directors of the GECINA and SEFIMEG companies unanimously approved GECINA s proposed merger with SEFIMEG. This approval became definitive on 8 July 1999 at the Joint General Meeting of GECINA shareholders and at SEFIMEG s Extraordinary General Meeting, both of which approved all the resolutions relating to this operation. The exchange operations were conducted on the basis of a parity of 8 GECINA shares for 13 SEFIMEG shares, as of 12 July 1999. The merger of the GECINA and SEFIMEG companies was accompanied by the prior absorption by GECINA of SEFIMEG s parent holding companies, ARTEMIS IMMOBILER and FINANCIÈRE SEFIMEG. The purpose of merging the four companies was to optimise GECINA s financial structure. It therefore also included the buy-back of the debt contracted by ARTEMIS IMMOBLIER for an amount of 549 million euros (FF 3.6 billion). The renegotiation of better terms for this debt translates into a full-year enhancement of the current cash flow after taxes. This approach is in line with the objectives previously set by GECINA: development through acquisitions, refocusing its assets in Paris and the surrounding area, and increasing its holdings of Haussmann-style buildings. At the time of the merger, SEFIMEG held assets valued at 1.4 billion euros (FF 9.1 billion), comprising 7,200 apartments, representing an area of 479,505 square metres, and 336,610 square metres of business real estate. More than 81% of this building stock was situated in Paris and the Paris region. In 1998, SEFIMEG launched a programme to divest non-strategic buildings, located for the most part outside the Paris region, which generated a significant margin for financial manoeuvring and for the launch of a purchasing programme. Thanks to this operation, GECINA has become a company of significant size in Europe, with a rental base of 229 million euros (FF 1.5 billion) on a rental area of 1,810,000 square metres. At the same time, the asset contribution of LA FOURMI IMMOBILÈRE, a SEFIMEG 183, boulevard Pereire and 7-23, rue Faraday - Paris (17 th arrondissement) subsidiary, raised the proportion of Haussmann-style buildings in GECINA s holdings from 8% to 16%, while maintaining a balance between office and housing assets. The IMMOBILIÈRE BATIBAIL Operation: Acquisition Of Significant Assets Announced on 7 September 1999, the acquisition of IMMOBILIÈRE BATIBAIL became definitive on 16 December 1999. GECINA s shareholders, gathered for an Extraordinary General Meeting, approved this operation on the basis of three GECINA shares for seven IMMOBILÈRE BATIBAIL shares, as did IMMOBILIÈRE BATIBAIL s shareholders, who met on 15 December 1999. Prior to this approval, the IMMOBILIÈRE BATIBAIL shareholders meeting had decided on the payment of a net dividend of 3.66 euros (FF 24), paid on 16 December 1999. In 1999, IMMOBILIÈRE BATIBAIL, quoted on Second Marché compartment of the French Stock Exchange, had carried out a geographic and qualitative redeployment of its assets by acquiring the assets of LA FONCIÈRE DE L ARCADE and disposing of assets situated in Caen and Lorraine as well as non-strategic assets in Lyon. As a result of these decisions, its property portfolio was characterised by concentration in the most prestigious neighbourhoods of Paris, with a 75% proportion of Haussmann-style buildings. 49-51, rue Erlanger - Paris (16 th arrondissement) This concentration increased GECINA s real estate holdings in the 8 th, 15 th, 16 th and 17 th arrondissements by 50%, and brought its share of Haussmann-style assets to 30%. The portfolio thus represents the most significant listing in the Paris city limits, with assets of more than 2.5 billion euros (FF 16.6 billion) in the French capital. Also, adding the buildings located in Lyon resulted in the creation of a substantial property management unit of 274 million euros (FF 1.8 billion), facilitating efficiency gains and broadening GECINA s stock of rental space. A New Dynamic The economies of scale resulting from these two operations have been estimated at 8 million euros (FF 50 million) over a full year. The optimisation of the Group s size also brings increased possibilities for arbitrage, heightened investment capacity and more efficient organisation, all of which will help us to respond more quickly to market developments. Furthermore, asset quality has improved significantly, strengthening GECINA s position in the most dynamic sectors of the real estate market. 6 7
Management Report A STRONGLY IMPROVING PERFORMANCE Key Figures Summarised Consolidated Profit And Loss Account 1999 1998 In millions In millions In millions In millions of euros of FF of euros of FF Rents 182 1,193 103 672 + 77% Current operating income 106 692 60 395 + 75% Operating cash flow 125 823 68 448 + 84% Net operating income 69 452 47 309 + 46% Exceptional profits 9 56 0 3 NS Corporate income tax 28 181 0 0 NS Net profit 50 327 48 312 NS Considerable Improvement Of Performance Indicators In 1999, GECINA obtained good results from its active expansion policy and recorded, for the third consecutive year, a strong growth rate. The 1999 accounts consolidate the former UIF Group and LA FONCIÈRE VENDÔME for the first time in full-year and the former SEFIMEG Group for the second half-year only. They do not include the former BATIBAIL elements, since the Group was not part of the companies considered within consolidation until 1 January 2000. Confirmation Of The Enhancement Effect The transfer of the merged companies debt and its renegotiation at attractive conditions as well as the economies of scale already realised made it possible for GECINA to record a 1999 pre-tax current cash flow of 6.0 euros per share, a rise of 14.1%. This result is in line with the continuing growth dynamic begun in 1997, which during the last three periods has led to a 33% rise in this indicator. 109.4 (717.5) 96.8 (635) 132.8 (871) 119.2 (782) Net Revalued Assets Per Share 6.0 (39.5) 5.3 (36.6) 4.9 (31.8) 4.5 (29.5) Current Cash Flow Before Taxes Per Share The Group s business rose by 77.4%, reaching 181.8 million euros (FF 1.2 billion). In spite of an increase in operating expenses connected notably to non-recurring staff costs, the realisation of the synergies (the result of the integration of the former UIF and LA FONCIÈRE VENDÔME companies) led to a greater rise in cash flow from operating activities (+ 83.7%) than in rental income. This favourable result shows that the growth policy implemented during the last periods was well founded. Taking into consideration the acquisitions during the last two periods, the pro-forma calculations: - For 1999, without entering the BATIBAIL and SEFIMEG Groups, - For 1998, including UIF and LA FONCIÈRE VENDÔME for the twelve-month period, facilitate comparison. 96 97 98 99 - in euros - (in FF) 96 97 98 99 - in euros - (in FF) 1999 1999 Proforma 1998 Proforma 1998 In millions In millions In millions In millions In millions In millions In millions In millions of euros of FF of euros of FF of euros of FF of euros of FF Rents 182 1,193 137 839 133 871 103 672 Current operating income 106 692 82 536 77 504 60 395 Operating cash flow 125 823 98 646 93 608 68 448 The financial loss (-37 million euros/ff -240 million) includes the cost of the debt resulting from the acquisition of the SEFIMEG Group. Current income is 62 million euros (FF 452 million), an increase of 46%, and pre-tax current cash flow is up by 61%, reaching 89 million euros (FF 533 million). The change in income is rendered insignificant by two factors: the evolution of the net tax position (including deferred taxes), which rose from 0% in 1998 to 36% in 1999, and the exceptional non-recurring costs connected to restructuring the debt (14 million euros/ff 93 million). 7-7 bis, rue Saint-Gilles - Paris (3 rd arrondissement) 31, quai de Grenelle Mercure - Paris (15 th arrondissement) In the expanding real estate market, the revalued net assets per share amounted to 132.8 euros (FF 871) as of 31 December 1999. The 11.4% growth recorded in 1999 is due to a rise of more than 8% in the value of the assets of the regrouped companies (GECINA, SEFIMEG and IMMOBILIÈRE BATIBAIL) and a enhancement effect of more than 3%. This latest advance pushes the increase posted since 1996 to 37%. 8 9
Key Figures Real Estate Market Management Report A VERY FAVOURABLE ECONOMIC ENVIRONMENT Stimulated by solid economic fundamentals, the real estate markets enjoyed an exceptional year in 1999, boosting GECINA s growth. 12, rue Sylvain Vigneras - Garches 32 Revalued Assets - in billions of euros - (in billions of FF) A Strengthened Financial Structure With the take-over merger with the SEFIMEG Group followed by that with IMMOBILIÈRE BATIBAIL, the 1999 period reached exceptional levels in terms of investments, which resulted in doubling GECINA s assets. These investments gave rise to the creation of 6,775,877 GECINA shares and to an assumption of debt, creating a leverage effect of 549 million euros (FF 3.6 billion). The Group s own capital therefore rose by 60.3%, to 1.1 billion euros (FF 7 billion), while the net financial debt* was established at 1.5 billion euros (FF 9.9 billion) as of 31 December last, with debt coverage of more than 80% and an average cost of 4.3%. With a net financial debt* representing no more than 32% of its revalued assets, GECINA has a significant investment capacity, making it possible for it to exploit, where appropriate, new growth opportunities. Investment - in billions of euros - (in billions of FF) Net Financial Debt * - in billions of euros - (in billions of FF) 0.0 (0.0) 0.8 (5.4) 0.0 (0.0) 0.2 (1.1) 1.1 (6.9) 0.1 (0.7) 0.8 (5.4) 2.1 (13.5) 0.4 (2.9) 1.9 (12.7) 4.2 (27.8) 0 1.5 (9.9) 11 21 96 97 98 99 Net Financial Debt*/ Revalued Assets Ratio in % * Excluding GECINA convertibles (formerly GFC) 3.25% September 97-January 04, with a strong probability of the conversion of this loan. Entering A Positive Economic Cycle The international economic situation changed remarkably in 1999. In fact, the year began in uncertainty, given the unforeseeable final consequences of the crises in Russia, Asia and Latin America that spilled over from the preceding autumn, yet it finished with economic indicators that were once again upbeat. An upswing in growth to 3%, controlled inflation, and stronger industrial investment, leading to the creation of 350,000 market jobs, sped the pace of falling unemployment. 1999 was also the year in which the European currency was put into effect. It is in broad use by financial exchanges but much less so by private citizens (less than 1% of households). Finally, the end of the century was marked by a veritable revolution, the effects of which cannot yet be perceived: a new economy appeared, based on new communications technologies, shaking up the traditional framework of both business and consumer transactions. 16, rue de Lubeck - Paris (16 th arrondissement) Confirmation Of An Expanding Real Estate Market 1999 was an exceptional year for growth and income in all sectors of the real estate market. The favourable economic situation and outlook, as well as moderate interest rates and vigorous French and foreign demand resulted in new performance records. 96 97 98 99 10 11
Management Report REALISING GROWTH POTENTIAL Rental Activity The Housing Market New construction benefited from the Périssol tax scheme, which expired on 31 August 1999, and from zero-interest loan financing. New building starts thus reached the highest level in 10 years (317,500 units versus 294,000 in 1998). Sales reached approximately 100,000 units, 25,000 of which were in the Ile-de-France region. The last quarter saw a slowdown as a consequence of the end of the Pèrissol scheme. In fact, half of sales during the first eight months took place under this scheme. Sale prices posted increases that varied according to region, from 5 to 10%, in line with increases in land and construction costs. The private rental market continued to pick up, after the strong recovery in 1998. In Paris, where monthly costs averaged FF 94.50 per square metre, the rents for new leases increased by 2.7%, compared with 3.8% the preceding year. The Office Market Renewed economic growth stimulated an increase in rental demand. Actual demand was evaluated at 2,300,000 square metres in Ile-de-France, bringing the stock available for the year to 2,250,000 square metres, including 420,000 square metres for new office space and 1,800,000 square metres for vacated office space, or second-hand offices. Vacancy rates dropped below 5% in Paris, and to 1% in certain areas of La Défense. Increased restructuring among large companies led them to regroup, to search for more rational, modern areas larger than 5,000 square metres, while the supply of offices of this type did not keep pace with demand, particularly in Paris. This demand thus began to seek out recent offerings in the outlying areas, particularly in La Défense and the western suburbs. 9-11, rue Georges Enesco - Créteil Annual rental values increased, surpassing FF 3,000 per square metre for the best products. Rental deductions and other advantages agreed to during the crisis have almost disappeared. Current rents remain, however, below the rents seen in 1990, when they approached a level of FF 5,000 per square metre per year in the central business district. Marketing professionals estimate that rents should continue to rise in 2000, at a rate of 10 to 15%. Second-hand buildings should also benefit from this increase because of the shortfall in new buildings. The Business Market Lower unemployment and renewed consumer confidence stimulated an increase in household spending. At the same time, the major national and international brands sought to increase their sales points for both prestigious and less prestigious locations. The combination of these two factors automatically stimulated an increase in rental values. The businesses operating in various neighbourhoods, for instance, in the rue de Rennes, rose in quality. Other locations that previously had not attracted major businesses, such as the rue de Commerce or boulevard Saint-Michel, now attracted renowned brands looking for new venues. Prices consequently skyrocketed, reaching the highest levels in Europe. Rents for the best locations on the Champs-Élysées settled at around FF 50,000 per square metre per year. With turnover having burst through the level of FF 1 billion in 1999 the GECINA Group entered a new phase in its development, solidifying its key position in the rental market. An Overall Increase Of 77.4% For the third consecutive year, the GECINA Group s business grew strongly. Rental revenue reached 181.8 million euros (FF 1.2 billion), an increase of 77.4%. This performance reflected two factors: The external growth realised by the Group since 1997. GECINA s 1999 rents include, in fact, the rents from the former UIF Company and LA FONCIÈRE VENDÔME for the first time over a full year, and consolidate the rents from the former SEFIMEG Group for the second half-year. They do not include the rents from the former BATIBAIL Group, which only entered into the consolidated accounts as of 1 January 2000. The dynamics of operating and managing rental properties in a strongly expanding real estate market, which generated an increase of 4.3% for the former GECINA Group, based on the same accounting entity and not including rents from properties up for sale. Rental Income - in millions of euros - (in millions of FF) 56.1 (368) 70.3 (462) 102.5 (672) 181.8 (1,193) 96 97 98 99 166, boulevard Haussman - Paris (8 th arrondissement) A Satisfactory Advance In The Housing Sector Rental Revenue The Group s residential business grew by 68.6%, with rents of 119.6 million euros (FF 784.3 million), representing 66% of the Group s rents, versus 69% in 1998. This activity benefited from the strategy of refocusing in Paris and the Paris region and increasing the proportion of high-quality assets, within a market context of rising rental charges, despite an extremely weak rental indexing effect. Residential rental revenue based on the former GECINA Group accounting base, not including rents from properties up for sale, increased by 3.3%. Adding in the former SEFIMEG Group, the increase on a like-to-like accounting base is 4%. The rise is particularly marked in certain market sectors, for instance, reaching 9.6% for Haussmann buildings in Paris. 12 13
Management Report Building Stock Turnover Rental Activity The occupancy rate of residential units amounted to 96.6% at the end of 1999. The turnover rate of 18% is slightly below that of 1998, which results, on the one hand, from greater stability among business tenants and from the higher costs of a new rental, and on the other hand, from a qualitative improvement of the assets. 2,919 apartments were relet in 1999 from the new asset base as a whole, including 1,468 in Paris itself, 869 in the Paris region, 336 in Lyon, and 246 for the rest of the provinces. In Paris, the average price of re-renting is FF 102.40 per square metre per month for Haussmann apartments. It was FF 94.4 in the 15 th arrondissement, FF 100.7 in the 16 th and FF 98.5 in the 17 th three areas in which the Company holds a large number of buildings. At the same time, the re-rental of the building in Neuilly-sur-Seine at 6b, rue des Graviers, with an area of 4,544 square metres, was agreed on the basis of an average annual price of FF 2,566, including parking, as part of a fixed nine-year lease. This building is currently being renovated. The former headquarters of SEFIMEG, also in Neuilly-sur-Seine, at 157, avenue Charles de Gaulle, was rented for the price of FF 2,800 per square metre per year. 48, rue Montmartre - Paris (2 nd arrondissement) Gap Observed In 1999 Between The Average Rent On Reletting And The Average Rental Of Residential Assets The average time before re-renting was 62 days, including days spent on building improvements. Dynamic Business Real Estate Rental Revenue The growth of the commercial sector led to an increase of 97.4% in business real estate rent in 1999, for a total of 62.3 million euros (FF 408.5 million), representing 34% of the Group s rental revenue. Calculated on the former GECINA Group accounting base, and not including properties up for sale, the rent increase amounted to 6.5%. Adding the former SEFIMEG Group to this accounting base, the figure is 7.1%. This increase reflected not only the positive economic climate overall but also the considerable improvement in the business real estate rental market and the rise of occupancy rates to a satisfactory level. It is also the result of the firm s ambitious building restructuring programme. The increase was particularly notable in the Paris region, where rents rose 14.4%, without taking into account the three buildings purchased in 1999. Monthly rent on Monthly average reletting per square metre per square metre Paris 87.60 77.00 Haussmann buildings 102.40 76.00 1960-1975 buildings 82.00 78.00 Post 1975 buildings 85.30 78.00 From left to right: Francis FLAMAND, Technical Director, Renaud MIRICI, Marketing Director, André LAJOU, Director of Rental Management 27 73 25 Building Stock Turnover 1999 saw an improvement in the occupancy rate, to 96.4% by the end of 1999, against 95.7% at the end of 1998. This rate should continue to improve during the current period, even though it includes time spent on renovations to secure better rental conditions. 36,918 square metres of commercial area (offices, stores and business premises) were relet. In Paris, the rent on reletting is in the range of FF 1,900 to FF 3,200. Several major transactions were concluded in 1999, some of which will take effect in 2000. Particular mention should be made of the renting, after major structural work, of the building at 10, rue du Quatre- Septembre, in Paris (2 nd arrondissement), with an area of 2,338 square metres, for the price of FF 3,192 per square metre per year. Changes In The Breakdown Of Business And Residential Real Estate Activity 75 69 66 31 34 Housing - as % of rental revenue Business Real Estate - as % of rental revenue The Potential To Maximise Rental Revenues The GECINA Group has significant potential to increase its rents, based on its stronger position in the most buoyant real estate sectors, on its policy of developing its assets, and on the positive outlook for the rental market. The most typical sources of rent increases include: the full-year effect of marketing renovated buildings, the gap between the rents on reletting and rents from existing tenants, the steadily decreasing number of units subject to the 1948 rent control law, and the continued conversion of service rooms into apartments. Calculated on the new Group accounting base, the average price of residential rents, all sectors and situations combined, is currently FF 67 per square metre per month. The corresponding figure is FF 77 in Paris. As of 1999, the average residential rent on reletting cost came to FF 71.60 per square metre per month, all sectors and situations combined. Thus based on the current market, the potential for increase is very significant. The 227 apartments that are still governed by the Law of 1 September 1948 represent space of more than 15,000 square metres. Freeing up these apartments and re-renting them, after the necessary renovation work, will make possible a substantial corresponding revenue gain of at least triple the current rent. Finally, a census of Haussmann building maid s rooms identified the potential creation of space of 14,000 square metres, in addition to those that have already been converted. The exploitation of these areas will create the potential for a not insignificant additional source of rent. Paris Region 69.60 66.00 1960-1975 buildings 66.80 63.00 96 97 98 99 Post 1975 buildings 82.00 77.00 14 15
FONCIGEF, THE COMMERCIAL TRUMP Created in 1997 by the GECINA Group, FONGICEF is an affiliate that offers real estate services, specialising in rental transactions. With a staff of 15, its teams are dedicated to marketing the Group s products and are organised around 2 specialities: Commercial real estate and housing. Since its creation, FONGICEF s activity has supported GECINA s growth and has integrated the changes in its assets. It has thus played a significant role in raising occupancy rates as well as the rents generated by the properties held. In 1999, this affiliate posted an increase of 168% on its total sales figures, for a total of 2.4 million euros (FF 16 million). The fees generated by residential property rentals amounted to nearly 1.7 million euros (FF 11 million) with 1,409 leases signed. Fees from the business real estate operations reached 0.7 million euros (FF 4.5 million) with 10,000 square metres re-rented. The net result is an increase of 111.6%, to 0.5 million euros (FF 3.2 million). The current year should be marked by new growth in FONGICEF s business, in connection with the expansion of the GECINA Group asset base. The commercial trump
Real estate Portfolio Management Report NEW PROGESS FOR A BALANCED PORTFOLIO GECINA has become the real estate company with the most significant assets within the city of Paris, with holdings of nearly 40% in the prestigious 8 th, 15 th, 16 th and 17 th arrondissements. The integration of the various assets acquired during the last several years has enabled us to increase the share of business real estate and to set up a significant property management unit in Lyon, making GECINA the principal private investor in this city. The portfolio balance (types of assets, activities and locations) ensures a happy marriage of value and returns. The balanced positioning, with housing as a source of regular revenue, and business real estate more sensitive to changes in the real estate market, combines security with dynamism. 92,991 sq.m 16 th Housing: 84,367 sq.m Bur. /Com. : 8,624 sq.m Rental base: FF 102.3 m 75,113 sq.m 17 th Housing: 52,695 sq.m Bur. /Com. : 22,418 sq.m Rental base: FF 83.8 m 116,173 sq.m 8 th Housing: 61,603 sq.m Bur. /Com. : 54,570 sq.m Rental base: FF 156.8 m 245,568 sq.m 15 th Housing: 184,921 sq.m Office/Commercial: 60,647 sq.m Rental base: FF 257.5 m 9,429 sq.m 7 th Housing: 7,613 sq.m Office/Commercial: 1,816 sq.m Rental base: FF 11.9 m 46,797 sq.m 14 th Housing: 38,013 sq.m Office/Commercial: 8,784 sq.m Base locative : FF 48.5 m 24,031 sq.m 9 th Housing: 12,311 sq.m Office/Commercial: 11,720 sq.m Rental base: FF 22.9 m 6 th 36,720 sq.m 18 th Housing: 29,852 sq.m Office/Commercial: 6,868 sq.m Rental base: FF 22.6 m 30,512 sq.m 2 nd Housing: 9,336 sq.m Office/Commercial: 21,176 sq.m Rental base: FF 38.0 m 10,624 sq.m 1 st Housing: 2,839 sq.m Office/Commercial: 7,785 sq.m Rental base: FF 15.7 m 4,764 sq.m Housing: 4,235 sq.m Office/Commercial: 529 sq.m Rental base: FF 4.8 m 43,037 sq.m 19 th Housing: 39,838 sq.m Office/Commercial: 3,199 sq.m Rental base: FF 37.9 m 11,961 sq.m 10 th Housing: 1,810 sq.m Office/Commercial: 10,151 sq.m Rental base: FF 5.3 m 5,117 sq.m 3 rd Housing: 2 713 sq.m Office/Commercial: 2 464 sq.m Rental base: FF 7,1 m 11 th 4,180 sq.m Housing: 3,133 sq.m Office/Commercial: 1,047 sq.m Rental base: FF 2.6 m 12 th 45,378 sq.m Housing: 39,838 sq.m Office/Commercial: 5,540 sq.m Rental base: FF 61.4 m 5 th 814 sq.m Housing: 656 sq.m Office/Commercial: 158 sq.m Rental base: FF 1.2 m 60,094 sq.m 13 th Housing: 54,070 sq.m Office/Commercial: 6,024 sq.m Rental base: FF 56.7 m Working Assets 40,756 sq.m 20 th Housing: 39,806 sq.m Office/Commercial: 950 sq.m Rental base: FF 34.3 m Paris Total Paris Region Lyon Others 904,119 sq.m Housing: 669,649 sq.m Office/Commercial: 234,470 sq.m Rental base: FF 971.3 m 494,800 sq.m Housing: 321,000 sq.m Office/Commercial: 78,200 sq.m Rental base: FF 451.7 m 291,900 sq.m Housing: 178,200 sq.m Office/Commercial: 113,700 sq.m Rental base: FF 123.5 m 93,800 sq.m Housing: 77,200 sq.m Office/Commercial: 16,600 sq.m Rental base: FF 41.6 m Breakdown Of Working Assets, By Geographic Zone (as% of value*) Breakdown Of Working Assets, By Geographic Zone (as% of rent*) Breakdown Of Working Assets, By Type Of Asset (as % value) Breakdown Of Working Assets, By Type Of Asset (as% of rents*) Breakdown Of Working Assets, By Activity (as% of value) Breakdown Of Working Assets, By Activity (as% of rents*) Parisian Region 27% Lyon 7% Others 2% Paris 64% Parisian Region 28% Lyon 8% Others 3% Paris 61% 1960-1975 44% Miscellaneous 1% Haussmann buildings 30% Post-1975 buildings 25% 1960-1975 45% Divers 2% Haussmann buildings 25% Post-1975 buildings 28% Housing 67% Offices and commercial 33% Housing 63% Offices and commercial 37% * Assets value according to real estate audits * On a rental base of 259 million euros * Assets value according to real estate audits * On a rental base of 259 million euros * Assets value according to real estate audits (FF 1.7 billion) (FF 1.7 billion) * On a rental base of 259 million euros (FF 1.7 billion) 16 17
Management Report Real estate Portfolio Accelerating The Change In Asset Portfolio The mergers carried out in 1999 made it possible for the GECINA Group to significantly speed up changes in its assets and to constitute a harmonious ensemble of rental stock that is unique in size and quality. Growing from a total area of 1,100,000 square metres to 2,055,000 square metres, its value has in fact doubled and its composition has been considerably modified. The business real estate component rose from 25% at the end of 1998 to 33% at the end of 1999. At the same time, the importance of the Haussmann buildings grew strongly, with a current share of value of 30%, versus 10% in 1998. Finally, the re-focus on buildings in Paris and the surrounding suburbs has been practically completed, as 91% of assets today are situated in Paris (65%) and the Paris region (26%). Independently of the sales transactions involving the former SEFIMEG and BATIBAIL Groups, GECINA has continued with sales programmes begun in recent years. On the former GECINA Group accounting base, sales (chiefly sales by apartment) for the full year amounted to 31.7 million euros (FF 208 million) for 339 residential units. Within the former SEFIMEG Group accounting base, and since 1 July 1999 (the date it entered the GECINA Group accounting base), these totalled 20.9 million euros (FF 137 million) for 220 residential units. La Clairière 176, rue de Saint-Cyr - Lyon (9 th arrondissement) Parallel to these sales by lot and prior to the merger, the former SEFIMEG Group had acquired three buildings for the amount of 18.1 million euros (FF 117.5 million), taxes and charges included. These buildings, with a total area of 7,100 square metres, of which 4,900 square metres are offices, are located at: 169, boulevard Haussmann - Paris (8 th arrondissement) 10, rue Saint-Augustin - Paris (2 nd arrondissement) 55-57, avenue de Colmar - 92 Rueil-Malmaison. These assets, which generated nearly 0.7 million euros (FF 4.5 million) in consolidated rent in 1999, will produce an annual rental income of 1.5 million euros (FF 9 million). Real Estate Portfolio Estimated At 4.2 Billion Euros The GECINA Group s assets were the subject of an exhaustive expert audit at the end of the year. It was carried out by independent auditors retained during previous years by the various merged entities. This evaluation was conducted using two accepted reporting methods: comparison with the most recent values of transactions recorded for comparable real estate assets, and the capitalisation of each building s gross revenue. The rates of capitalisation retained by the experts are differentiated according to the type of asset and its location and correspond to the implicit rates recorded for market transactions at the end of the year 1999. 36, rue des Jeûneurs - Paris (2 nd arrondissement) For part of the assets, a third method was applied, consisting of the updating of cash flows. At the end of 1999, the market value of the GECINA Group s assets was estimated at 4.2 billion euros (FF 27.8 billion). This is the value exclusive of purchasing taxes estimated on the sale by lot of residential buildings and on the block sale of commercial buildings. This valuation may be considered as conservative. For example, it shows an average value per square metre in Paris of FF 22,214, FF 16,144 and FF 15,999 for, respectively, Haussmann assets, post-1975 units and units built between 1960 and 1975. The GECINA Group s net unrealised gains are estimated at 1.4 billion euros (FF 9.5 billion). The increase in value of the GECINA Group s assets before the mergers of 1999 - that is, the increase in the comparable asset base - amounted to 8%. Net revalued assets rose by 71.4%, from 1.5 billion euros (FF 9.7 billion) to 2.5 billion euros (FF 16.7 billion). As a result of the change in the number of GECINA shares in 1999, the net revalued assets per share was 132.8 euros (FF 872), representing an increase of 11.4%. State of Sales Programmes As Of 31 December 1999 GECINA SEFIMEG IMMOBILIÈRE TOTAL BATIBAIL Amount of sales 1999 In millions of euros 31.7 165.3 88.8 285.8 In millions of FF Finally, the beginning of 1999 was marked by the signature with COGEDIM of an agreement to sell, upon their future completion, the former Hachette head offices at 77-81, boulevard Saint-Germain and 24, boulevard Saint-Michel in Paris (6 th arrondissement). 208.2 1,084.3 582.2 1,874.7 Amount consolidated In millions of euros 31.7 20.9 0.0 52.6 by GECINA in 1999 In millions of FF 208.2 136.9 0.0 345.1 Assets in the process In millions of euros 59.4 210.8 30.3 300.5 of being sold In millions of FF 389.8 1,382.6 198.8 1,971.2 Capitalisation Rates Of The Evaluated Asset Base As Of 31 December 1999 Paris Parisian Region Lyon Housing Businesses Offices Haussman buildings 5.00-5.50% 7.00-10.00% 6.50-10.00% Post-1975 buildings 5.50-6.00% 7.00-10.00% 6.50-10.00% 1960-1975 buildings 6.00-7.00% 7.00-10.00% 7.00-10.00% Haussmann buildings 6.00-6.50% 6.50-10.00% 6.50-10.00% Post-1975 buildings 6.00% 7.00-10.00% 7.00-10.00% 1960-1975 buildings 6.25-7.50% 8.00-10.50% 8.50-10.50 % Haussmann buildings 6.50-8.00% 9.00-11.00% 9.50-10.50% Post-1975 buildings 9.00-10.00% 1960-1975 buildings 7.25-8.50% 9.00-11.00% 9.50-11.50% 18 19
Asset Management Management Report A DYNAMIC OF OPTIMISATION The GECINA Group, based on all of its in-house competencies, combining real estate know-how with financial expertise, pursues a systematic policy of exploiting the potential of its asset base in order to optimise the yield and value of each asset. Implementing this dynamic approach is expressed in work that is carried out in the framework of multiyear programmes and by a plan for the divestiture of less profitable assets in favour of investments with strong potential yields. Active Pursuit Of The Works Programme Renovation In 1999, renovation of the building stock in the former GECINA Group accounting base continued, in line with the multi-year plan for the renovation of apartments and offices, for the improvement of common areas and for the restructuring of buildings. This work, which increased building values, was entered as a capital investment of 12 million euros (FF 79 million). Improvements amounted to 11 million euros (FF 70 million), while restructuring came to 1 million euros (FF 9 million) and concerned mainly three buildings: The office building at 19, rue de Lisbonne in Paris (8 th arrondissement), which was converted from offices into housing, The Haussmann building at 39, rue de l Arcade in Paris (8 th arrondissement), The office building at 26, rue de Berri in Paris (8 th arrondissement), held by SCI, of which GECINA holds 50% of the capital. The former SEFIMEG Group s capital investment work amounted to 12 million euros (FF 81 million). Improvements came to 3 million euros (FF 21 million) and were almost completely allocated to LA FOURMI IMMOBILIÈRE s assets. Restructuring work totalled 9 million euros (FF 59 million). An amount of 7 million euros (FF 48 million) was invested in restructuring work on GECINA s corporate head offices at 2, boulevard Saint-Martin in Paris (10 th arrondissement) and on the building at 10, rue du Quatre-Septembre in Paris (2 nd arrondissement). Finally, studies were made for 262, boulevard Saint-Germain - Paris (7 th arrondissement) the restructuring of the building on Rue des Graviers in Neuilly-sur-Seine, as an extension of the programme that had been established for the adjoining building at 157, avenue Charles de Gaulle. In total, GECINA Group s capital investment work amounted to 24 million euros (FF 159 million), including 14 million euros (FF 92 million) for renovation and improvement work and 10.3 million euros (FF 67 million) for restructuring programmes. The expense of the work was cushioned by the reduction in VAT rates enacted the previous fall, which fell from 20.6% to 5.5%. This reduction applies to labour costs, to supplies of materials and certain equipment included in carrying out improvements, conversions, decoration and the maintenance of premises used as housing. As GECINA does not recover the VAT applied to its housing activity, the reduction of VAT rates has a very positive impact on the cost of restoring and renovating apartments. On the left, Thibault de VALENCE Strategy and Development Manager On the right, Christian RAYNAUD, Asset Manager 5 million euros (FF 36 million) for the former SEFIMEG Group s accounting base. More precisely, the period s routine maintenance expenses amounted to 4.5 million euros (FF 29 million), restoration expenses to 8.9 million euros (FF 58 million) and major repairs to 4.7 million euros (FF 31 million). Maximising The Internal Growth Potential Maintenance The merger of GECINA, SEFIMEG and In order to maintain the competitiveness of its rental IMMOBILIÈRE BATIBAIL made it possible to offer, the Group pursues a consistent programme of asset maintenance, which includes routine maintenance, major repairs (façade restoration, heating, waterproofing, etc.) and the restoring of apartments and offices (painting, plumbing, floors, etc.). Entered as expenses, this work cost 18 million euros (FF 118 million) for the GECINA Group as a whole, including 13 million euros (FF 82 million) on its former accounting base and improve asset management mechanisms and to create the role of Asset Manager. In order fully to profit from the advantages associated with the size of the assets now acquired (increased possibilities for arbitrage, reduction of work costs, accrued investment capacity, etc.), the first task was to undertake an overall strategic study of assets. Based on an in-depth multi-criteria real estate analysis, each building was assigned a qualitative rating. Using technical and commercial hypotheses, this evaluation 1999 Works Programme was completed by a financial simulation In millions In millions performed on the basis of quantitative data. of euros of FF Each building was thus the subject of a Capital investment work 24.2 159 business plan. This tool is useful in order to evaluate the financial pertinence of possible Improvement 13.9 92 real estate development strategies. In addition, Restructuring 10.3 67 it helps in carrying out sensitivity analyses using the hypotheses adopted so as to Work entered as expenses 18.1 118 measure the effects of the proposed Maintenance 4.5 29 strategic orientations on GECINA s income and cash flow profiles and thus maximise Restoration 8.9 58 the performance of net assets and cash flows Major repairs 4.7 31 per share. 20 21
THE HACHETTE OPERATION Rapport de In accordance with its desire to develop its commercial activity, the GECINA Group is continuing the project of restructuring the former Hachette head offices, developed by the former SEFIMEG Group. Located at 77-81, boulevard Saint-Germain and 24, boulevard Saint-Michael, Paris (6 th arrondissement), this property complex represents a total area of 15,000 square metres, of which 9,500 square metres are business premises and 5,500 square metres are office space. This project was launched in early 1999 by COGEDIM s signature of an agreement to sell in the future state of completion. It has since obtained the agreement of the Département Commission for Commercial Facilities, on 5 October 1999, and the building permit, on 14 February 2000. The delivery date is set for the first half-year of 2002. The commercial premises have already been rented to major national and international firms for fixed terms of 9 years, with the exception of one lot for a term of 6 years. The office areas are currently being marketed. The quality of the site and the real estate services make for a rental potential in the upper tier of the Parisian market. Total net expected rents amount to more than FF 55 million, not including the indexing clause on sales figures. The HachetteOperation This investment, which totals 107 million euros (FF 70 million), was made on the basis of an internal profitability rate prior to financial gearing of 8.5% and a net yield of nearly 8%.
Stock Market Information Management Report A PROFILE OF EXCELLENCE In 1999, GECINA stock entered the ranks of European blue-chips in the real estate sector and succeeded SEFIMEG in the SBF 120 index. A Good Stock Market Trajectory After a satisfactory year in 1998, GECINA shares continued to rise and turned in one of the biggest advances in the real estate division of the Paris Stock Exchange. The stock market has, in fact, taken full measure of the Group s strategy of growth and development. GECINA s stock moved between a low of 98.3 euros, reached on 13 April, and a high of 117.70 euros, reached on 30 July, to close 1999 at 112, representing an increase of 10.48%, which was higher than the 4.54% rise in the IEIF index of real estate companies. Like most conventional stocks, GECINA s shares marked time during the first months of 2000. The dynamism of the real estate market and GECINA s growth prospects should, however, reawaken investor interest. A Significant Size Thanks to the merger process, as of 1999 GECINA has the largest stock market capitalisation in the Parisian real estate sector and the second-largest in continental Europe. The rise in stock market capitalisation to more than 2 billion euros has been accompanied by a significant increase in GECINA shareholding. There are more than 22,400 shareholders today, including 21,800 individuals who hold about 9.2% of the capital. At the same time, the floating stock increased considerably, from 750 million euros in 1998 to 1 billion euros in 1999. A much greater number of transactions was recorded: 2,853,677 shares were exchanged during the year, for an average of 11,507 shares per session. Since the beginning of the year, the average daily amount exchanged continues to rise, making GECINA one of the most liquid real estate companies. This is reflected in stronger interest from international investors, who today represent 10.2% of the capital. Per Share Dividend Increase Of 3.9% The Repurchase Of Company Shares, A Strictly Defined Operation The Extraordinary General Meeting of 8 July 1999 reviewed the authorisation given to the Board to carry out the repurchase of Company shares under Act no. 98-546 of 2 July 1998, modifying Article 217-2 of the Act of 24 July 1996. GECINA held 156,269 of its own shares at the time of the merger with IMMOBILIÈRE BATIBAIL. These were cancelled by a decision of the Extraordinary General Meeting of 16 December 1999. At the end of the year, following new purchases, our Company held 26,014 shares of its own shares. The General Meeting of 23 May 2000 was asked to renew the authorisation given to the Board to carry out the repurchase of Company shares within the limits of a maximum purchase price of 135 euros (FF 885.54) and a minimum sale price of 75 euros (FF 491.97) and a maximum amount of 10% of the share capital as of the date of the Joint General Meeting of 23 May 2000. Changes In The Per-Share Dividend From left to right: Henri Guillemin, Deputy Managing Director - Financial Director Christophe Kullmann, Assistant Financial Director Francis Vasseur, Director of Management Control and Organisation Laurence Bousquet, Head of Communications Trends In Stock Market Prices And Capital Exchanged Capital exchanged in millions of euros 80 75 70 65 60 55 50 45 40 35 30 25 20 15 10 5 Capital Breakdown As Of 31 March 2000 Non resident shareholders 10.2% Others investors 19.2% Batipart 4.1 % Individuals 9.2% AGF 28.6% Azur - GMF 19.5% Artémis 4.9% Stock price in euros Jan-98 Feb-98 Mar-98 Apr-98 May-98 Jun-98 Jul-98 Aug-98 Sep-98 Oct-98 Nov-98 Dec-98 Jan-99 Feb-99 Mar-99 Apr-99 May-99 Jun-99 Jul-99 Aug-99 Sep-99 Oct-99 Nov-99 Dec-99 Jan-00 Feb-00 CNP 4.3% 120 117,5 115 112,5 110 107,5 105 102,5 100 97,5 95 92,5 90 87,5 85 82,5 Faithful to a policy of distribution in regular increments, the GECINA Board of Directors decided to propose to the General Meeting of 23 May 2000 that a net dividend* of 3.18 euros per share be paid, accompanied by a dividend tax credit of 1.59 euros, representing a gross dividend* per share of 4.77 euros, an increase of 3.9%. Since the number of shares to be paid had increased by 54%, the overall distribution proposed for the 1999 period rose by 62%. Changes In Share Capital In 1999 - in euros 95 96 97 98 99 Operations Number of shares Share capital As of 1 January 99 12,464,793 12,464,793,000 1 January 99 Exercise Of Stock Options 5,741 5,741,000 1 January 99 Bond Conversions 146,175 146,175,000 GECINA (formerly GFC) 3.25% Sept. 97 - Jan. 04 (1 for 1) 1 January 99 Bond Conversions 8 800 GECINA (formerly SEFIMEG) 3.75% Dec. 93 - Jan. 02 (8 for 13) 8 July 99 Take-Over Merger 4,662,737 4,662,737,000 Of The SEFIMEG Group 16 December 99 Cancellation Of Company Shares 156,269 156,269,000 16 December 99 Take-Over Merger Of 2,113,140 2,113,140,000 IMMOBILIÈRE BATIBAIL As of 31 December 99 19,236,325* 19,236,325,000 4.25 2.82 4.77* 4.46 4.59 4.34 2.90 2.97 3.06 3.18* Gross Dividend Net Dividend * Pending the approval of the Joint General Meeting of 23 May 2000. * Of which 26,014 are self-owned shares. 22 23
Human Resources Corporate Life Management Report ASHARED AMBITION FOR GROWTH STRENGTHENED ADMINISTRATION AND MANAGEMENT BODIES In order to facilitate the integration of teams from the various merged entities, GECINA s Human Resources Department established the following priorities in 1999: to promote the consolidation of the teams, to optimise organisational methods and to develop the capacity to adapt to the changes underway. The Birth Of A Group Spirit As a result of the mergers, the GECINA Group s workforce rose in 1999 to 580 people, of whom 360 are caretakers and building employees. The first phase involved the physical regrouping of the administrative teams in the new GECINA head offices at the beginning of November 1999. In the second phase, a harmonisation of statutes was undertaken in order to arrive at the signature of the new GECINA Group company agreement on 14 January 2000. This agreement made it possible to develop a new framework for the company s work by establishing uniform statutes applicable to Group entities. Finally, the Group dynamic was strengthened by a new form of work organisation aimed at making the different units efforts more consistent and effective. To this end, all the teams of the merged companies were redistributed within each Group department in order to promote an exchange of skills and knowledge of Group assets. At the same time, work procedures and methods began to be aligned. 29, avenue Franklin Roosevelt - Paris (8 th arrondissement) A Successful Transition To The 35-Hour Week On 14 January 2000, General Management and the various trade unions reached an agreement to implement the new 35-hour work week. Thorough consultation among the social partners made it possible to satisfy the legitimate desire of the Group s employees to restructure their working hours while at the same time protecting GECINA s business. Training As A Priority Objective New projects are already under way. The evolution of the real estate profession and the development of new communications technologies necessitate the ongoing acquisition of expertise. The Human Resources department co-ordinates an ambitious training programme which makes it possible to develop and perfect in-house skills. The enhanced knowledge and skills will benefit Group employees, bringing them a greater understanding of their environment and more dynamic careers. As of 31 December 1999, GECINA s Board of Directors was made up of 14 directors and 4 auditors and had a three-year mandate. It met seven times during the year to consider the merger operations and to examine GECINA s corporate and consolidated accounts. A.G.F. IART submitted the resignation of its mandate as Director. In addition, we took note of the foreseeable end of the mandate of the PRESERVATRICE FONCIÈRE TIARD company, which was absorbed by A.G.F. IART. Finally, the mandates of A.G.F. VIE and of N.S.M.D. Bank reached their expiry dates. It is proposed to the General Meeting: - To name as Director: Mr Antoine JEANCOURT-GALIGNANI Mr Bertrand LETAMENDIA - To renew the A.G.F. VIE company Director mandate. We also propose renewing the mandate of Mr Roger PAPAZ as auditor. Two special Director committees are to prepare the Board s decisions on specific questions. Charles RUGGIERI, Vice-Chairman and General Manager The Strategic Committee is composed of five members: Eliane SERMONDADAZ, Roger PAPAZ, Jean-Louis AIGNAN, Christian de GOURNAY and Bertrand LETAMENDIA. It meets regularly in order to propose and study Group development policy orientations. The Compensations Committee is composed of four members: Eliane SERMONDADAZ, Roger PAPAZ, Jean-Louis AIGNAN, and Christian de GOURNAY. This committee is especially responsible for studying the remuneration conditions of company executives. The Board of Directors meeting of 16 December 1999 confirmed Mr Charles RUGGIERI as Vice-Chairman and appointed him General Manager, replacing Mr Jacques BABONNEAU, who for personal reasons did not wish to continue in his role as of 31 January 2000. The Board of Directors thanks Mr. Jacques BABONNEAU for his contribution to the merger operations and to their operational implementation. On the right, Jean-Alain DANIEL, Secretary General On the left, Denis OUTIN, Human Resources Director 24 25
Accounting Information Management Report GENERAL VIEW OF ACCOUNTS Consolidated Management Bodies The Group s management bodies were completed by the creation of an Executive Committee. This Committee, which meets once per week, is a collective decisionmaking body responsible for executing strategic decisions and ensuring the consistency of key management decisions. Its composition reflects the diversity and complementarity of the kinds of expertise brought together in the GECINA Group. This Committee brings together those from General Management who are mainly responsible for the Group s operations and functioning. The operational departments are organised by profession (commercial, rental and technical management) based on the economies of scale associated with this structure. This Committee is composed of: Eliane SERMONDADAZ, Chairman and Managing Director, Charles RUGGIERI, Vice-Chairman and General Manager, Henri GUILLEMIN, Deputy Managing Director, Jean-Alain DANIEL, Secretary General Francis FLAMAND, Technical Director, Daniel FOUGERAS, Accounting Director, Michel GAILLARD, Regional Director in Lyon, Christophe KULLMAN, Assistant Financial Director, André LAJOU, Director of Rental Management, Renaud MIRICI, Marketing Director Denis OUTIN, Human Resources Director Christian RAYNAUD, Asset Manager Thibault de VALENCE, Strategy and Development Manager, Francis VASSEUR, Director of Management Control and Organisation. The total remuneration of these Committee members amounts to FF 10,657,000. Mr Charles Ruggieri currently holds 2.68% of GECINA s share value through his holdings in the BATIPART Company. Consolidated Accounts It being specified that the accounts of the new group as of 1 January 1999 are established on the basis of the new methodology of consolidated accounts (Article 215), making it possible to buy out the purchases of the SEFIMEG and IMMOBILIÈRE BATIBAIL companies at their book value, these include: As in 1998, the accounts of the FONCIGEF and LA FONCIÈRE VENDÔME companies, as well as the financial elements of the UIF Group and LA FONCIÈRE VENDÔME company acquired at the beginning of July 1998. As of 1 July 1999, that is, only for the second half-year, the financial elements of the SEFIMEG Group companies, including notably the accounts of LA FOURMI IMMOBILIÈRE. These financial elements were established on the basis of the consolidated accounts of ARTEMIS IMMOBLIER, which includes goodwill on consolidation of SEFIMEG of FF 2 billion entered as real estate assets. As of 31 December 1999, the financial elements of the balance sheet for the BATIBAIL Group, which include notably the accounts of the subgroup, FONCIÈRE DE LA CITÉ. The Balance Sheet The summary balance sheet below, in millions of euros and in French francs, indicates the main developments: - in millions 1999 1998 Change ASSETS FF FF FF Fixed assets 3,027 19,858 1,467 9,620 1,561 10,238 Floating assets 95 626 57 377 38 249 Equalisation accounts 11 72 5 32 6 40 TOTAL 3,134 20,556 1,529 10,029 1,605 10,527 LIABILITIES Shareholders Equity 1,075 7,049 672 4,409 402 2,640 Minority Interests 55 363 - - 55 363 Provisions for Risks and Expenses 343 2,249 222 1,459 120 790 Debts 1,659 10,882 634 4,156 1,025 726 Equalisation Accounts 2 13-5 1 8 TOTAL 3,134 20,556 1,529 10,029 1,605 10,527 51, rue de Rome - Paris (8 th arrondissement) The provisions for risks and expenses include in particular: A provision for improving the maintenance of assets within the framework of standardising the maintenance conditions for the Group s collection of buildings, for an amount of 21 million euros (FF 137.6 million) A provision made in the consolidated accounts of ARTEMIS IMMOBLIER on behalf of the LA FOURMI IMMOBILIÈRE Company in 1998 to cover a four-year plan for building decoration and outfitting. 26 27
Accounting Information Management Report Profit And Loss Account The profit and loss account show the following: Operating revenue increased by 79%, with rents rising to 181.8 million euros (FF 1,193 million) from 102.4 million euros (FF 672 million), an advance of 78%. Operating expenses rose from 74.7 million euros (FF 490 million) to 135.4 million euros (FF 888 million), an increase of 81%, basically the same as profits, including, however, a larger rise in personnel expenses due to costs connected to the restructuring of services and the signing of a profit-sharing agreement. These costs are the subject of an adjustment in provisions of 2.3 million euros (FF 15 million). Current operating income rose from 60.2 million euros (FF 395 billion) to 105.5 million euros (FF 692 million), an increase of 75%. Financial profits fell by 13.1 million euros (FF 86 million) to -36.6 million euros ( FF -240 million), reflecting the expenses related to financing the new acquisitions. Net pre-tax operating profit rose from 47.1 million euros (FF 309 million) to 68.9 million euros (FF 452 million), an increase of 46%. Exceptional income, which includes essentially the following: - capital gains from building sales rose from 13.7 million euros (FF 90 million) to 22.7 million euros (FF 149 million). - non-recurring expenses of 14.2 million euros (FF 93 million), corresponding to the cost of debt restructuring. Taxation for 1999 that amounts to 27.6 million euros (FF 181 million), corresponding to an effective tax rate of 36%. In 1998, taxation had been zero because of the use of LA FONCIÈRE VENDÔME tax deficits. In this situation, the Group share of profits rose to 49.9 million euros (FF 327 million) from 47.4 million euros (FF 311 million) in 1998. The net consolidated earnings per share is therefore 3.4 euros (FF 22.1). Calculated per share before taxes, it was 5.2 euros (FF 34.4), compared with 4.5 euros (FF 29.8) in 1998, a rise of 15%. Corporate Accounts These include the accounts of the SEFIMEG and IMMOBILIÈRE BATIBAIL companies, effective as of 1 January 1999. The Balance Sheet The balance sheet summarised below, in millions of euros and FF, shows the main developments: - in millions 1999 1998 Change ASSETS FF FF FF Fixed Assets 2,567 16,852 1,401 9,191 1,168 7,661 Floating Assets 100 654 37 242 63 412 Equalisation Accounts 5 32 5 32 - - TOTAL 2,674 17,538 1,443 9,465 1,231 8,073 LIABILITIES Shareholders Equity 968 6,347 708 4,644 260 1,703 Provisions for Risks and Expenses 145 951 117 770 28 181 Debts 1,561 10,240 618 4,051 943 6,189 TOTAL 2,674 17,538 1,443 9 465 1,231 8,073 Profit And Loss Account The profit and loss account shows the following: Operating revenue rose from 135 million euros (FF 886 million) to 211.3 million euros (FF 1,386 million), an increase of 57%, with rents amounting to 158.5 million euros (FF 1,040 million), compared with 102.3 million euros (FF 671 million), an increase of 55%. Operating expenses posted a rise of 84%, from 79.4 million euros (FF 521 million) to 150.9 million euros (FF 990 million). This also includes a provision for upgrading the maintenance of assets for an amount of 12 million euros (FF 78.9 million). Current operating income rose 19% from 55.6 million euros (FF 365 million) to 60.4 million euros (FF 396 million). Financial profit rose from - 9.4 million euros (FF - 62 million) to - 44.2 million euros (FF - 270 million), the result of the financing of acquisitions and the transfer of the BATIBAIL debt. Operating profit therefore amounts to 41.2 million euros (FF 165 million). Exceptional profit fell from 56.4 million euros (FF 37 million) to -166.9 million euros (FF -1,095 million), which reflects the following main factors: - A merger premium resulting from the contribution operations of SEFIMEG and IMMOBILIÈRE BATIBAIL of 225.9 million euros (FF 1,482 million), it being specified that the issue premium and the merger dividend entered directly into shareholders equity amount to 221.5 million euros (FF 1,453 million). - Capital gains from building sales rose from 13.7 million euros (FF 19 million) to 30.3 million euros (FF 199 million). - Exceptional charges of 20 million euros (FF 131 million), corresponding to the cost of debt restructuring. - A transfer of provisions of 38.9 million euros (FF 255 million) related to adjustments to the provisions made on the buildings. Under these conditions, pre-tax profit amounts to -147.9 million euros (FF -970 million). 18-22, rue Edgar Faure - Paris (15 th arrondissement) Net after-tax profit is -181.9 million euros (FF -1,193 million), which reflects tax for the year of 34 million euros (FF 223 million). Allocation Of Corporate Profits GECINA s net corporate profit is FF -1,192,458,414, taking into consideration a merger premium of FF 1,472,127,338 recorded during the take-over merger of the SEFIMEG Group. This corresponded to the gap between the book value of the SEFIMEG shares received from previous management holding company mergers and the share of net assets represented by these shares. The proposal is made to the General Meeting to carry this result forward in the accounts statement for an amount of.............................. FF 430,392,325 and in the issue and merger premiums account for the amount of.......................... FF 762,066,039 In addition, it is proposed to the Meeting to appropriate from the issue and merger premiums accounts a sum of................................. FF 401,258,825 and to decide upon the distribution of a unitary dividend of 3.18 euros, that is, FF 20.86, accompanied by a dividend tax credit of 1.59 euros, that is, FF 10.43. 26-28, rue Danielle Casanova - Paris (2 nd arrondissement) 28 29
Outlook Management Report THE BASIS FOR GROWTH The beginning of 2000 has confirmed the excellent state of the real estate market, notably in Paris and the suburbs to the west. This is reflected in the favourable development of re-rental prices, notably in the business real estate sector. In the first three months of the year, re-rental prices in fact rose an average of 8.5% for Parisian apartments, with a rate of 13.6% for the Haussmann buildings in Paris and 20.5% for business real estate (not including the marketing of restructured buildings). At the same time, property occupancy rates, already high by the end of 1999, are continuing to rise. The outlook for the year as a whole is in line with the positive trend seen at the beginning of the period. Favourable factors include the rise in rental values, the qualitative improvement of assets, the full-year effect of acquisitions and sales from 1999, and the marketing of restructured buildings at satisfactory conditions. In 2000, the GECINA Group will, in addition, benefit from the full effect of the synergies associated with the mergers with the SEFIMEG and BATIBAIL Groups. In addition, assumption of 100% control of the shares of FONCIÈRE DE LA CITÉ in January 2000 has given GECINAfull ownership of these particularly well-located assets. This transaction has the double advantage of giving the Group full control of the management of its assets and of increasing the share of its assets that are of high quality. Investments under way amount to 152 million euros (FF 1 billion) and cover: The restructuring of the former Hachette head offices, which constitutes an opportunity for diversifying the Group s sources of revenue, The continuation of the programmes of restructuring and of creating rental space by converting Haussmann building service rooms into apartments. Finally, the GECINA Group continues to enjoy significant investment capacity, making it possible, when appropriate, for it to exploit new opportunities. 4, rue Rembrandt - Paris (8 th arrondissement) 13, avenue du Général Pershing - Versailles Résidence des Platanes - 131, avenue du Maréchal Foch - Chatou 30 31
CONSOLIDATED FINANCIAL STATEMENTS Contents Financial Report FINANCIAL REPORT Consolidated balance sheet at 31 December 1999........................... page 34 Consolidated income statement for the 1999 financial year................. page 36 Notes to the consolidated financial statements for 1999.................... page 37 Highlights of the financial year......................................... page 37 Accounting principles and consolidation methods...................... page 39 Valuation methods and other accounting principles..................... page 41 Notes to the consolidated balance sheet................................. page 44 Fixed assets......................................................... page 44 Trade receivables and related accounts.............................. page 45 Other receivables and equalisation accounts......................... page 46 Cash (including marketable securities).............................. page 46 Movements in consolidated shareholders equity................... page 47 Provisions for liabilities and charges................................ page 48 Borrowing and other debt.......................................... page 49 Trade payables and related accounts................................ page 50 Other liabilities and equalisation accounts.......................... page 50 Off-balance sheet commitments..................................... page 50 Notes to the consolidated income statement............................. page 51 Rental and other income........................................... page 51 Depreciation allowances and provisions............................ page 51 Exceptional gain/loss............................................... page 51 Corporate income tax............................................... page 52 Other information....................................................... page 52 32 33
CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEET (in millions) 31 December 1999 31 December 1998 31 December 1997 ASSETS Gross Depreciation Net Net Net and provisions FF FF FF FF FF FIXED ASSETS Intangible fixed assets 14.1 2.1 10.9 1.7 3.2 0.4 - - - - Tangible fixed assets Land 7,152.7 1,090.4 213.7 32.6 6,939.0 1,057.8 3,336.6 508.7 1,003.5 153.0 Buildings 13,107.4 1,998.3 919.2 140.1 12,188.2 1,858.2 6,167.1 940.1 1,817.8 277.1 Buildings on 3 rd parties land 650.1 99.1 66.1 10.1 584.0 89.0 70.3 10.7 70.2 10.7 Other 52.3 8.0 31.2 4.8 21.1 3.2 22.8 3.5 5.2 0.8 Buildings under construction 56.6 8.6 - - 56.6 8.6 16.3 2.5 95.7 14.6 31 December 1999 31 December 1998 31 December 1997 SHAREHOLDERS EQUITY FF FF FF AND LIABILITIES SHAREHOLDERS EQUITY Capital stock 1,923.6 293.3 1,246.5 190.0 876.2 133.6 Additional paid-in capital (share issue, merger and capital contribution premiums) 3,577.9 545.5 2,168.9 330.6 391.2 59.6 Consolidated reserves 1,220.7 186.1 682.9 104.2 609.4 92.9 Consolidated net income 326.6 49.8 310.8 47.4 184.2 28.1 TOTAL GROUP SHAREHOLDERS EQUITY 7,048.8 1,074.7 4,409.1 672.2 2,061.0 314.2 TOTAL MINORITY INTERESTS 362.7 55.3 0.1-18.2 2.8 FINANCIAL ASSETS Shareholdings in unconsolidated companies 31.2 4.8 8.8 1.3 22.4 3.5 - - - - Other financial assets 42.8 6.5 0.2-42.6 6.5 7.3 1.1 5.1 0.8 TOTAL FIXED ASSETS 21,107.2 3,217.8 1,250.1 190.6 19,857.1 3,027.2 9,620.4 1,466.6 2,997.5 457.0 PROVISION FOR LIABILITIES AND CHARGES Deferred tax liabilities 1,684.8 256.9 1,446.8 220.6 12.5 1.9 Provision for liabilities and charges 564.7 86.1 12.1 1.8 26.3 4.0 CURRENT ASSETS Receivables Rent receivables 181.1 27.6 91.1 13.9 90.0 13.8 42.1 6.4 20.3 3.1 Other receivables 324.2 49.5 3.0 0.5 321.2 49.0 137.3 20.9 35.9 5.5 Equalisation accounts Prepaid expenses 3.7 0.6 - - 3.7 0.6 9.0 1.4 2.3 0.4 Deferred tax assets 21.7 3.3 - - 21.7 3.3 68.1 10.4 3.2 0.5 Deferred charges 47.6 7.2 - - 47.6 7.2 22.7 3.5 45.4 6.9 Marketable securities 80.0 12.2 0.4 0.1 79.6 12.1 103.2 15.7 686.7 104.6 Cash 135.3 20.6 - - 135.3 20.6 26.3 4.0 55.0 8.4 TOTAL CURRENT ASSETS 793.6 121.0 94.5 14.5 699.1 106.6 408.7 62.3 848.8 129.4 TOTAL ASSETS 21,900.8 3,338.8 1,344.6 205.1 20,556.2 3,133.8 10,029.1 1,528.9 3,846.3 586.4 LIABILITIES Convertible bond debentures 1,463.5 223.1 911.6 139.0 883.2 134.6 Borrowing and other debt 8,760.3 1,335.4 2,987.0 455.4 700.3 106.8 Deposits received 268.3 40.9 131.1 20.0 67.5 10.3 Supplier payables and related accounts 171.8 26.2 52.6 8.0 45.0 6.9 Taxes payable, staff and other social liabilities 129.2 19.7 33.1 5.0 18.4 2.8 Other liabilities 89.5 13.6 40.7 6.2 8.8 1.3 Adjustment accounts 12.6 1.9 4.9 0.7 5.1 0.8 TOTAL LIABILITIES 10,895.2 1,660.8 4,161.0 634.3 1,728.3 263.5 TOTAL SHAREHOLDERS EQUITY AND LIABILITIES 20,556.2 3,133.8 10,029.1 1,528.9 3,846.3 586.4 34 35
CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (31 December 1999) CONSOLIDATED INCOME STATEMENT (in millions) 1999 1998 1997 FF FF FF OPERATING REVENUE Rental income 1,192.8 181.9 672.4 102.5 461.5 70.4 Reversal of provisions and depreciation 56.9 8.7 32.7 5.0 25.9 3.9 Expenses billed back to lessees 282.0 43.0 170.2 25.9 133.8 20.4 Other expense transfers 18.0 2.7 6.4 1.0 18.1 2.8 Other operating revenue 30.4 4.6 3.5 0.5 2.2 0.3 TOTAL 1,580.0 240.9 885.2 134.9 641.5 97.8 OPERATING EXPENSES Purchases 82.9 12.6 57.9 8.8 47.1 7.2 Other external charges 323.2 49.3 190.8 29.2 136.5 20.9 Taxes 157.4 24.0 93.9 14.3 68.4 10.4 Wages, salaries and social charges 122.7 18.7 55.2 8.4 37.3 5.7 Depreciation allowances and provisions 161.5 24.6 74.2 11.3 63.4 9.7 Provisions for depreciation of current assets 16.2 2.5 7.5 1.1 5.4 0.8 Provisions for liabilities and charges 9.8 1.5 5.0 0.8 19.1 2.9 Other expenses 14.4 2.2 6.2 0.9 3.6 0.5 TOTAL 888.2 135.4 490.7 74.8 380.8 58.1 OPERATING INCOME 691.9 105.5 394.5 60.1 260.7 39.7 FINANCIAL INCOME Interest and related income 12.9 2.0 16.5 2.5 11.0 1.7 Reversal of provisions - - 5.8 0.9 - - TOTAL 12.9 2.0 22.3 3.4 11.0 1.7 1 - HIGHLIGHTS OF THE FINANCIAL YEAR 1.1 - Main events IN 1999 Take-over of SEFIMEG by GECINA The General Meetings of the companies GECINA, ARTEMIS IMMOBILIER, FINANCIÈRE SEFIMEG and SEFIMEG held on 8 July 1999 approved the merger agreements for the four companies. The merger parities were 15 GECINA shares for 53 ARTEMIS IMMOBILIER shares and 8 GECINA shares for 13 SEFIMEG shares. The take-over of FINANCIÈRE SEFIMEG caused no increase in the capital stock, as GECINA now holds 100% of this company s equity following the merger with ARTEMIS IMMOBILIER. Take-over of IMMOBILIERE BATIBAIL by GECINA The General Meetings of the companies GECINA and IMMOBILIERE BATIBAIL, held on 16 and 15 December 1999 respectively, approved the merger agreement between the two companies. A net exceptional dividend of FF 24 ( 3.66) per share was distributed before the merger, and the merger parity was 3 GECINA shares for 7 IMMOBILIÈRE BATIBAIL shares. IN 1998 Take-over of UIF and merger with GECINA In May 1998, GECINA initiated a take-over bid/share exchange offer on UIF at a parity of 7 UIF shares for 3 GECINA shares plus a payment of FF 1,680 per share. When the exchange offer came to its term in July 1998, GECINA held 94.51% of UIF s shares. The GECINA and UIF General Meetings of 18 December 1998 approved the merger between the two companies. FINANCIAL EXPENSE Interest charges and related expenses 244.7 37.3 108.2 16.5 43.7 6.6 Provisions 8.3 1.3 - - - - TOTAL 252.9 38.6 108.2 16.5 43.7 6.6 NET FINANCIAL EXPENSE -240.1-36.6-85.9-13.1-32.7-4.9 INCOME BEFORE TAX AND EXCEPTIONAL ITEMS 451.8 68.9 308.6 47.0 228.0 34.8 EXCEPTIONAL GAINS AND LOSSES Capital gains on sale of buildings 148.8 22.7 89.9 13.7 109.1 16.6 Capital gains on sale of securities - - 53.1 8.1 - - Provisions for impairment of value - - -137.0-20.9 - - Other provisions (net) - - -4.6-0.7 1.1 0.2 Other non-recurring gains and losses -92.8-14.1 1.9 0.3-14.1-2.1 NET EXCEPTIONAL GAIN/LOSS 56.0 8.6 3.3 0.5 96.1 14.7 INCOME BEFORE TAX 507.9 77.5 311.9 47.5 324.1 49.5 Corporate income tax -126.4-19.3-75.8-11.6-135.8-20.7 Deferred taxes -54.3-8.3 76.4 11.6 0.3 - Employee profit-sharing plan - - - - -2.3 0.4 NET INCOME OF ALL CONSOLIDATED COMPANIES 327.2 49.9 312.5 47.6 186.3 28.4 OF WHICH: GROUP SHARE 326.6 49.8 310.8 47.4 184.2 28.1 MINORITY INTERESTS 0.6 0.1 1.7 0.3 2.1 0.3 Take-over of LA FONCIÈRE VENDÔME In July 1998, GECINA acquired 100% of LA FONCIÈRE VENDÔME s shares. The LA FONCIÈRE VENDÔME and FONCINA General Meetings of 21 December 1998 approved the merger between the two companies subsequent to the buy-back of the outstanding shares in FONCINA. Change of name In 1998, GFC changed its name to GECINA. IN 1997 Acquisition of FONCINA At year-end 1996, the Company had committed itself to acquiring a 67.15% controlling interest in FONCINA. This transaction took place on 3 January 1997, and was followed by a take-over bid on 23 January 1997. As a result, GFC became the owner of 94.57% of FONCINA s shares. Issuance of a convertible bond debenture by GFC On 3 October 1997, GFC issued convertible bonds having a face value of FF 876 million and a maturity of 6 years and 90 days. EARNINGS PER SHARE (1) 22.12 F 3.37 29.72 F 4.53 21.40 F 3.26 DILUTED EARNINGS PER SHARE (1) 21.11 F 3.22 27.47 F 4.19 21.05 F 3.21 (1) Excluding treasury shares. 36 37
CONSOLIDATED FINANCIAL STATEMENTS 1.2 - Year-on-year comparability The consolidated financial statements for the 1999 financial year are not directly comparable to those for the preceding periods, because of the changes in the scope of consolidation resulting from the Group s acquisitions in 1998 and 1999: Consolidation of the BATIBAIL Group on 31 December 1999, Consolidation of the SEFIMEG Group on 1 July 1999, Consolidation of the UIF Group and LA FONCIÈRE VENDÔME on 1 July 1998. The consolidated income statement for 1998 includes the results of UIF and LA FONCIÈRE VENDÔME only for the second half of the year. Similarly, the consolidated income statement for 1999 excludes the results of BATIBAIL, and includes those of SEFIMEG only from 1 July 1999. On the consolidated balance sheet, the figures recorded as of 31 December 1999, which factor in the BATIBAIL and SEFIMEG accounts, are not comparable with those of 31 December 1998 because these companies were not consolidated at that time. To facilitate comparison of the consolidated financial statements across different years, pro forma statements of operating income for 1999 (excluding the impact of consolidating BATIBAIL and SEFIMEG) and for 1998 (including UIF and LA FONCIÈRE VENDÔME over the whole year) are shown below. In view of the substantial asset disposals carried out by LA FONCIÈRE VENDÔME in the first half of 1998 and the restructuring of the Group s bank debt in 1999, there is no point in comparing pro forma figures for the other items on the income statement. CONSOLIDATED OPERATING INCOME OF THE GECINA GROUP (in millions of French francs) GECINA SEFIMEG GECINA GECINA UIF (1) LA FONCIÈRE GECINA 1999 consolidated 1999 1998 consolidated VENDÔME 1998 declared 2 nd half 99 proforma proforma 1 st half 98 1 st half 98 declared Rental income 1,192.8 293.2 899.6 871.0 168.6 30.0 672.4 Reversal of provisions and expense transfers 351.9 113.9 238.0 257.1 43.9 3.9 209.3 Other income 30.4 1.2 29.2 3.7 0.2-3.5 OPERATING REVENUE 1,575.1 408.3 1,166.8 1,131.8 212.7 33.9 885.2 Purchases and external charges 406.1 109.2 296.9 313.7 55.1 9.9 248.7 Taxes 157.4 38.0 119.4 115.5 18.5 3.1 93.9 Staff costs 117.7 38.9 78.8 71.0 15.4 0.4 55.2 Depreciation 161.5 51.9 109.6 103.6 25.6 3.8 74.2 Provisions 26.0 9.7 16.3 15.2 2.1 0.6 12.5 Other expenses 14.4 4.7 9.7 9.2 2.4 0.6 6.2 OPERATING EXPENSES 883.1 252.4 630.7 628.2 119.1 18.4 490.7 TOTAL OPERATING INCOME 692.0 155.9 536.1 503.6 93.6 15.5 394.5 (1) Pro forma statement for the first half of 1998 for LA FONCIÈRE VENDÔME, excluding asset disposals. The most significant impacts of these variations in consolidation scope on Group assets and liabilities are presented in the notes below. 2 - ACCOUNTING PRINCIPLES AND CONSOLIDATION METHODS 2.1 - References The consolidated financial statements of the GECINA Group are prepared in accordance with the Act of 3 January 1985 and its implementing decrees dated 17 February 1986 and 17 January 1990. For the 1999 financial year, GECINA chose to apply the new methodology for consolidated financial statements laid down by CRC Regulation 99-02, dated 29 April 1999 and approved on 22 June 1999. The application of this change of method has no significant impact on GECINA s consolidated accounts. In addition, since GECINA acquired over 90% of the shares of ARTEMIS IMMOBILIER, FINANCIÈRE SEFIMEG and SEFIMEG through the merger with these companies on 8 July 1999 and over 90% of the shares of IMMOBILIÈRE BATIBAIL through the merger with this company on 16 December 1999, these mergers are covered by the provisions of Article 215 of the consolidated financial statements methodology. For this reason, the initial consolidation of these companies did not generate an entry for goodwill in the accounts. 2.2 - Consolidation methods All the companies over which the Group has exclusive control, either directly or indirectly, are included within the scope of consolidation and are fully consolidated. All companies over which the Group has joint control with another partner are consolidated under the proportional consolidation method. Certain companies which are not significant in comparison with the Group s total assets, equity and income are not consolidated (see note 4.1.2). 38 39
CONSOLIDATED FINANCIAL STATEMENTS 2.3 - Scope of consolidation As of 31 December1999, the scope of consolidation comprised the following 48 companies: 1999 1998 1997 Registration % Consolidation % % Companies Registered address no. interest method interest interest GECINA 2 ter, boulevard Saint-Martin - 75010 PARIS 592 014 476 100.00% Parent 100.00% 100.00% SCI 63, avenue de Villiers 2 ter, boulevard Saint-Martin - 75010 PARIS 320 852 239 99.97% IG 99.97% 99.97% Foncigef SARL 2 ter, boulevard Saint-Martin - 75010 PARIS 411 405 590 98.00% IG 98.00% 98.00% Newly consolidated in 1998 La Foncière Vendôme 2 ter, boulevard Saint-Martin - 75010 PARIS 391 576 352 100.00% IG 99.99% - SAS 4, rue de Beaubourg 2 ter, boulevard Saint-Martin - 75010 PARIS 393 377 155 100.00% IG 100.00% - SAS 43, avenue de Friedland 2 ter, boulevard Saint-Martin - 75010 PARIS 399 309 046 100.00% IG 100.00% - SAS 43, avenue Marceau 2 ter, boulevard Saint-Martin - 75010 PARIS 399 311 331 100.00% IG 100.00% - SCI du 159, avenue du Roule 2 ter, boulevard Saint-Martin - 75010 PARIS 320 921 133 100.00% IG 100.00% - SCI Dupleix-Suffren 2 ter, boulevard Saint-Martin - 75010 PARIS 397 600 875 100.00% IG 99.90% - SNC Peupliers-Dassault 2 ter, boulevard Saint-Martin - 75010 PARIS 380 522 797 100.00% IG 100.00% - Union Immobilière et de Gestion 2 ter, boulevard Saint-Martin - 75010 PARIS 414 372 367 100.00% IG 99.95% - SCI rue de Berry 1, rue de Marengo - 75001 PARIS 419 636 485 50.00% PROP 50.00% - Newly consolidated in July 1999 (formerly SEFIMEG Group) La Fourmi Immobilière 2 ter, boulevard Saint-Martin - 75010 PARIS 572 178 069 100.00% IG - - SAI du 157, avenue de Neuilly 2 ter, boulevard Saint-Martin - 75010 PARIS 572 178 036 99.99% IG - - SPL 2 ter, boulevard Saint-Martin - 75010 PARIS 397 840 158 100.00% IG - - SCI Beaugrenelle 2 ter, boulevard Saint-Martin - 75010 PARIS 307 961 490 83.33% IG - - SCI Tour H15 2 ter, boulevard Saint-Martin - 75010 PARIS 309 362 044 83.33% IG - - SCI SB Acti-Défense 2 ter, boulevard Saint-Martin - 75010 PARIS 412 120 180 100.00% IG - - SCI SB Nord-Pont 2 ter, boulevard Saint-Martin - 75010 PARIS 412 234 197 100.00% IG - - SCI SB Grand-Axe 2 ter, boulevard Saint-Martin - 75010 PARIS 412 230 708 100.00% IG - - SCI SB Le Lavoisier 2 ter, boulevard Saint-Martin - 75010 PARIS 412 235 939 100.00% IG - - SCI SB Londres 2 ter, boulevard Saint-Martin - 75010 PARIS 412 235 061 100.00% IG - - SCI SB Miroir 2 ter, boulevard Saint-Martin - 75010 PARIS 412 231 003 100.00% IG - - SCI SB Théâtre 2 ter, boulevard Saint-Martin - 75010 PARIS 412 251 415 100.00% IG - - Newly consolidated in December 1999 (formerly BATIBAIL Group) Investibail 28, rue Dumont d Urville - 75116 PARIS 329 970 636 100.00% IG - - Investibail Transactions 28, rue Dumont d Urville - 75116 PARIS 332 525 054 100.00% IG - - Sogecil 29, quai Saint Antoine - 69002 LYON 969 502 756 99.88% IG - - S.G.I.L. 49, rue de la République - 69002 LYON 964 505 218 36.55% PROP - - SCI Les Peupliers 23, rue du Lyonnais - 69802 SAINT PRIEST 316 168 499 56.62% IG - - A.I.C. 29, quai Saint Antoine - 69002 LYON 351 054 432 100.00% IG - - Foncière de la Cité 28, rue Dumont d Urville - 75116 PARIS 403 267 651 50.00% IG - - FC Transactions 2 ter, boulevard Saint-Martin - 75010 PARIS 421 487 364 50.02% IG - - SAS du 262, boulevard Saint-Germain 2 ter, boulevard Saint-Martin - 75010 PARIS 410 285 464 50.00% IG - - SAS du 266, boulevard Saint-Germain 2 ter, boulevard Saint-Martin - 75010 PARIS 410 285 068 50.00% IG - - SAS du 86, avenue de Villiers 2 ter, boulevard Saint-Martin - 75010 PARIS 410 286 678 50.00% IG - - SAS du 90, avenue de Villiers 2 ter, boulevard Saint-Martin - 75010 PARIS 410 285 290 50.00% IG - - SAS du 38-42, avenue de Wagram 2 ter, boulevard Saint-Martin - 75010 PARIS 410 295 042 50.00% IG - - SAS du 23, avenue de Niel 2 ter, boulevard Saint-Martin - 75010 PARIS 410 286 298 50.00% IG - - SAS 4, rue Galliera 2 ter, boulevard Saint-Martin - 75010 PARIS 410 285 183 50.00% IG - - SAS du 184, rue de Rivoli 2 ter, boulevard Saint-Martin - 75010 PARIS 410 285 563 50.00% IG - - SA du 8, rue Cambacérès 2 ter, boulevard Saint-Martin - 75010 PARIS 602 015 588 50.00% IG - - SAS du 73, rue d Anjou 2 ter, boulevard Saint-Martin - 75010 PARIS 412 697 567 50.00% IG - - SAS du 68 bis, rue Marjolin 2 ter, boulevard Saint-Martin - 75010 PARIS 412 697 591 50.00% IG - - SAS du 22-24, rue de Londres 2 ter, boulevard Saint-Martin - 75010 PARIS 412 697 476 50.00% IG - - SAS du 48, boulevard Malesherbes 2 ter, boulevard Saint-Martin - 75010 PARIS 412 697 443 50.00% IG - - SAS du 51, boulevard de Strasbourg 2 ter, boulevard Saint-Martin - 75010 PARIS 412 697 211 50.00% IG - - SAS du 37, boulevard de Grenelle 2 ter, boulevard Saint-Martin - 75010 PARIS 412 693 558 50.00% IG - - SCI 16 VE Investissements 2 ter, boulevard Saint-Martin - 75010 PARIS 352 396 899 50.00% IG - - 2.4 - Close of the financial year All consolidated companies close their books on 31 December. 2.5 - Consolidation adjustments and eliminations 2.5.1 - Individual financial statements restated for consistency Individual financial statements of all consolidated subsidiaries are restated to ensure consistency with Group principles and methods. 2.5.2 - Intercompany transactions Intercompany balances and any income from disposals resulting from transactions between consolidated companies are eliminated. 2.5.3 - Goodwill Goodwill represents the excess of the purchase price of the securities of a consolidated company, plus any acquisition costs, over the share of the book value acquired. It is assigned in priority to identifiable assets and liabilities, and once allocated, it is subject to the accounting principles and valuation methods used for these assets and liabilities. From 1998, goodwill allocated to reflect the fair market value of fixed assets includes the impact of deferred taxation. For consistency s sake, the goodwill resulting from the acquisition of FONCINA in 1997 was restated, with no significant impact on Group net income. 2.5.4 - Deferred taxation Deferred taxes are calculated on all timing differences - either in the individual corporate accounts or arising from restatements and eliminations in the context of consolidation - between accounting and taxable results using the liability method. These differences arise when the accounting value of an asset or liability is not equal to its fiscal value. Deferred taxes are calculated at the level of each company or tax grouping. Deferred tax assets are not recorded as loss carry-forwards unless it is probable that they will be recovered due to future taxable income. Latent tax assets and liabilities are calculated on all timing differences, and on loss carry-forwards, according to the tax rate which will be in force at the expected date on which the deficits will be used or the relevant timing differences reversed. Otherwise, the applicable rate will be that in force at the end of the financial year. The consolidated income statement for 1999 shows a supplementary charge of FF 47.6 million for deferred taxes, as a result of the new 3.3% social charge on corporate profits, applied to income taxed from 1 January 2000 onwards. 3 - VALUATION METHODS AND OTHER ACCOUNTING PRINCIPLES The historical costs method is used to value assets and liabilities for accounting purposes. However, under the exceptional method, the value at acquisition of the assets and liabilities of the former SEFIMEG and IMMOBILIÈRE BATIBAIL Groups is considered to be equal to their consolidated book value restated to reflect GECINA s accounting standards, which break these values down into gross value, depreciation and provisions. For SEFIMEG, the consolidated financial statements followed are those published on 1 July 1999 by ARTEMIS IMMOBILIER, the majority shareholder in SEFIMEG at the time of the merger. For IMMOBILIÈRE BATIBAIL, the consolidated financial statements of this Group at 31 December 1999 were used as the basis. As of 1 January 1998, the costs of rehabilitating premises (excluding buildings held for sale) are no longer amortised over 3 years but are charged to the current year s income. As a result, the unamortised after-tax balance as of 31 December 1997 was charged to shareholders equity in the amount of FF 15 million. FC: Full consolidation, PROP: Proportional consolidation 40 41
CONSOLIDATED FINANCIAL STATEMENTS 3.1 - Fixed assets 3.1.1 - Gross values Intangible and tangible fixed assets are accounted for at their acquisition cost or, in the case of buildings, at their construction cost. 3.1.2 - Depreciation Intangible and tangible fixed assets are depreciated on a straight-line basis over the expected useful life of each type of asset: Intangible assets: Computer software..................................................................... 1 to 5 years Buildings: Office, commercial and residential buildings................................................... 80 years Warehouses.............................................................................. 33 years Major renovation work.................................................................... 20 years or remaining amortisation period of the buildings concerned Buildings on third parties land......................................................... period of use Fixtures, fittings and improvements to buildings........................................... 5 to 20 years Other assets: Transportation equipment............................................................... 4 to 5 years Office and computer equipment.......................................................... 3 to 5 years Office furniture........................................................................... 10 years 3.1.3 - Provision for impairment of value Long-term property assets Provisions for impairment of value are made on a property-by-property basis whenever the market value of a building, as determined by in-house or external appraisal, is more than 15% lower than its net book value; the provision serves to bring the book value down to the appraised value plus 15%. This provision is allocated, as a matter of priority, to the land component of the asset. It is reversed only when the net book value (net of provisions) falls below the appraised value. Pursuant to these principles, a provision of FF 137 million was made in 1998 for a group of assets held by GECINA. Assets up for sale The value of buildings placed on sale is established with reference to its market price; a provision for impairment of value is made if this amount is less than the net book value. 3.2 - Shareholdings in unconsolidated companies Shares held in unconsolidated companies are carried at their subscription or purchase price. Provision is made for these shares and related receivables if this value has depreciated with respect to their fair market value. 3.3 - Receivables Receivables are carried at nominal value. A provision is made for unpaid rent receivables whenever they appear unlikely to be collected, in an amount determined in accordance with the age of the debt, progress made in legal proceedings and the assurances obtained. 3.4 - Deferred expenses Expenses to be amortised over several periods consist mainly of: Building acquisition costs, which are spread over 5 years, The costs of rehabilitating buildings held for sale; these expenses are reversed as the buildings concerned are sold. 3.5 - Marketable securities Marketable securities appear on the balance sheet at their purchase price. A provision is set up when their realisable value is less than their net book value. 3.6 - Treasury shares Shares held by the Group in its own equity for use in the employee stock option plan appear under the «marketable securities» heading. They are depreciated as necessary with respect to the price at which subscription options are exercised. The Group s unallocated holdings of its own shares are deducted from shareholders equity at their acquisition value or at cost. 3.7 - Convertible bond debentures Convertible bond debentures issued by the Group are booked as liabilities at their face value. For debentures issued with a redemption premium, the risk of non-conversion of the bonds is estimated at the closing of each financial year. If need be, the extra financial costs which non-conversion of the bonds would generate are covered by a provision fixed by reference to the latest quoted price of GECINA s shares on the Stock Exchange, among other factors. 3.8 - Provision for upgrading maintenance of the property portfolio Substantial programmes to upgrade the maintenance of properties are subject to provisions established on the basis of external audits. These provisions are deducted from shareholders equity, whereas repair costs incurred during the course of normal building maintenance are charged to the current financial year. 3.9 - Hedging instruments The Group uses interest rate swaps and caps to hedge its loans and debentures. This provision is made on shareholders equity, while the corresponding income and expenses are accounted for pro rata temporis in the income statement. 3.10 - Retirement commitments Retirement indemnities Retirement allowance commitments stemming from the application of collective bargaining agreements or companywide agreements are covered by an insurance policy. Additional retirement commitments to certain employees Commitments to pay additional retirement allowances to certain employees are covered by a provision calculated to reflect the actuarial liability and using mortality tables. They are managed by external bodies and, if necessary, give rise to payments to these bodies or to provisions covering all Group commitments. 3.11 - Exceptional income Exceptional income includes income from disposal of assets, net of transaction and rehabilitation costs. Allowances and reversals of provisions for impairment of property value are also recorded under this heading. Apart from these points, exceptional income includes only those income items which are truly exceptional. 42 43
CONSOLIDATED FINANCIAL STATEMENTS 4 - NOTES TO THE CONSOLIDATED BALANCE SHEET 4.1.2 - Financial assets 4.1 - Fixed assets 4.1.1 - Intangible and tangible assets At At Increase in At 31/12/1997 31/12/1998 Acquisitions Disposals consolidation Reclassifications 31/12/1999 Gross values (1) scope (2) Intangible fixed assets - - 0.9-0.1 13.3-14.1 Land 1,003.4 3,495.8 0.1-64.0 3,686.6 (3) 34.2 7,152.7 Buildings 2,264.2 6,621.8 117.3-160.6 7,123.2 55.8 13,757.5 Other tangible fixed assets 9.8 26.8 8.3-7.2 41.4-17.0 52.3 Buildings under construction 95.7 16.3 46.5-27.7-33.8 56.6 TOTAL 3,373.1 10,160.6 173.1-231.9 10,892.2 39.2 21,033.2 31/12/1999 31/12/1998 31/12/1997 Total o.w. newly Total Total consolidated Shareholdings in unconsolidated companies 31.2 30.4 - - Receivables related to these shares 1.0 1.0 - - Loans 24.0 22.9 1.5 1.2 Other 17.8 12.3 5.9 3.9 TOTAL GROSS VALUES 74.0 66.6 7.3 5.1 Provisions -9.0-9.0 - - TOTAL NET VALUES 65.0 57.6 7.3 5.1 At At Allowance Release Increase in At 31/12/1997 31/12/1998 for for consolidation Reclassifications 31/12/1999 Depreciation year year scope Intangible assets - - 1.4-8.6-10.0 Buildings 376.2 384.3 155.5-16.9 454.6 6.0 983.5 Other tangible assets 4.6 3.9 2.8-3.9 29.5-1.0 31.2 TOTAL 380.8 388.3 159.6-20.8 492.7 5.0 1,024.7 At At Allocation Reversal Increase in At 31/12/1997 31/12/1998 for for consolidation Reclassifications 31/12/1999 Provisions year year scope The main unconsolidated subsidiaries are listed in the table below: Unconsolidated companies SCPI Cofimeg-Pierre Bellatrix Gross value of shares held 23.0 6.2 Provision -2.5-5.9 Net value of shares held 20.5 0.3 % of shareholders equity held 53% 35% Equity share 19.0 12.4 Income share 0.9 3.1 Intangible assets - - - -0.9 1.8-0.9 Land - 159.3 - - 54.5-213.7 Buildings - - - - 1.8-1.8 TOTAL - 159.3 - -0.9 58.1-216.4 NET VALUES 2,992.3 9,613.1 - - - - 19,792.0 4.2 - Trade receivables and related accounts Rent receivables amounted to FF 181.1 million as of 31 December 1999. They are covered by provisions amounting to 50% (FF 91.1 million) of their value. When changes in the consolidation scope for the year are excluded, rent receivables amounted to FF 61.6 million, as against FF 69.6 million in 1998. (1) The increase between 1997 and 1998 principally reflects the consolidation of the UIF and LA FONCIÈRE VENDÔME Groups; the resulting goodwill is allocated to land and buildings. (2) Changes in the scope of consolidation for 1999 relate to: The fixed assets of the former SEFIMEG Group on 1 July 1999, for a net amount of FF 7,091 million: Gross values................ 7,339.0 Depreciation................ - 245.8 Provisions.................... -1.8 Net values................. 7,091.4 This amount includes goodwill of FF 2,106 million (when deferred taxation is factored in) stemming from ARTEMIS IMMOBILIER s take-over of SEFIMEG early in the 1998 financial year. FF 605 million of this goodwill was allocated to land, and FF 1,502 million to buildings. 31/12/1999 31/12/1998 31/12/1997 Total o.w. newly Total Total consolidated Rent receivable 181.1 119.5 69.6 33.4 Provisions -91.1-61.6-27.5-13.1 TRADE RECEIVABLES AND RELATED ACCOUNTS 90.0 57.9 42.1 20.3 The fixed assets of the former BATIBAIL Group on 31 December 1999, for a net amount of FF 3,250 million: Gross values................ 3,553.2 Depreciation................ - 246.9 Provisions................... -56.3 Net values................. 3,250.0 (3) Adjustment to the value initially assigned to the former UIF s property assets, in an amount of FF 34 million (see note 4.6). 44 45
CONSOLIDATED FINANCIAL STATEMENTS 4.3 - Other receivables and equalisation accounts Operating receivables are due within one year. 31/12/1999 31/12/1998 31/12/1997 Value-added tax 15.8 3.6 2.5 Corporate income tax 26.2 103.5 20.2 Purchase loan (1) 176.2 - - Other receivables on current assets 106.0 30.2 13.2 Prepaid expenses 3.7 9.0 2.3 Deferred tax assets (2) 21.7 68.1 3.2 Deferred expenses 47.6 22.7 45.4 TOTAL 397.2 237.1 86.8 Provisions for depreciation 3.0 - - TOTAL OTHER RECEIVABLES 394.2 237.1 86.8 (1) This item concerns a loan (and the accruing interest) granted to CADIM Luxembourg by BATIBAIL following the sale of shares in FONCIÈRE DE LA CITÉ to CADIM in 1998. In addition, CADIM Luxembourg signed an undertaking to sell its shares in FONCIÈRE DE LA CITÉ in return for a compensation payment of FF 20 million from BATIBAIL, as part of the merger with GECINA. These receivables were settled in full at the end of January 2000, when the conditions precedent were removed. (2) As of 31 December 1999, deferred tax assets mainly consisted of the valuation of the deferrable deficits of LA FONCIÈRE VENDÔME. 4.4 - Cash (including marketable securities) 31/12/1999 31/12/1998 31/12/1997 Money market funds and time deposits (1) 75.9 30.5 614.0 Treasury shares (2) 3.8 72.7 72.7 Bank accounts 135.3 26.3 55.0 CASH ASSETS 215.0 129.5 741.7 Bank overdrafts -347.0-48.3-7.6 NET CASH POSITION -132.0 81.2 734.1 (1) In 1997, the marketable securities heading mainly related to investment of available cash stemming from the convertible bond issue in October 1997. As of 31 December 1999, the securities portfolio contained no unrealised capital gains. (2) Treasury shares: The treasury shares carried as assets on the consolidated balance sheet are presented in the table below. They are held for use in an employee stock option plan. Number of shares Balance on 1 January 1999 156,269 72.7 Cancelled by means of capital reduction -156,269-72.7 Shares stemming from changes in consolidation scope 10,461 6.5 Allocated to employees -4,304-2.7 Balance at 31 December 1999 6,157 3.8 Value 4.5 - Movements in consolidated shareholders equity Number Capital Premiums Consolidated Total Minority of shares stock reserves Group share interests BALANCE AT 1 JANUARY 1997 8,761,764 876.2 391.2 779.5 2,046.9 - Dividend for 1996 (FF 19.00 per share) - - - -170.1-170.1 - Changes in consolidation scope (FONCINA) - - - - - 16.1 Net income for 1997 - - - 184.2 184.2 2.1 BALANCE AT 31 DECEMBER 1997 8,761,764 876.2 391.2 793.6 2,061.0 18.2 Dividend for 1997 (FF 19.50 per share) - - - -167.8-167.8 - Movements in reserves (1) - - - -14.2-14.2 - Capital increase 3,703,029 370.3 1,777.7 71.3 2,219.3 - Minority interest buy-back - - - - - -19.8 Net income for 1998 - - - 310.8 310.8 1.7 BALANCE AT 31 DECEMBER 1998 12,464,793 1,246.5 2,168.9 993.7 4,409.1 0.1 Dividend for 1998 (FF 20.07 per share) - - - -247.1-247.1 - Consolidation of SEFIMEG (2) 4,662,737 466.2 1,080.1-27.6 1,518.7 1.0 Consolidation of IMMOBILIERE BATIBAIL (3) 2,113,140 211.3 311.2 518.4 1,040.9 (4) 361.0 Other capital movements (5) -4,345-0.4 17.7-17.3 - Assigned value of treasury shares (6) - - - -16.7-16.7 - Net income for 1999 - - - 326.6 326.6 0.6 BALANCE AT 31 DECEMBER 1999 BEFORE DISTRIBUTION OF PROFITS 19,236,325 1,923.6 3,577.9 1,547.3 7,048.8 362.7 (1) Including change of method (see III). (2) The entrance of the former SEFIMEG Group into the consolidation scope was treated in accordance with the provisions of Article 215 of CRC regulation 99-02. As a result, the value assigned to the assets and liabilities of the former SEFIMEG Group is equal to their value in the consolidated financial statements of ARTEMIS IMMOBILIER for the year ending 1 July 1999, restated to reflect the standards of GECINA Group. The main purposes of the restatements were to: Adopt consistent methods for depreciating buildings, Achieve consistency in the depreciation allowances for properties held as long-term assets (see note 3.1.3), Record a provision for upgrading the maintenance of property assets, in the amount of FF 58 million net of tax (see note 4.6). The difference resulting from application of the exceptions method (FF 221 million) was subtracted from consolidated shareholders equity. Net movements in shareholders equity break down as follows: Capital increase..........................................................................466 Merger premiums (excluding sums deducted to reconstitute reserves, pay merger dividends and defray merger costs)......... 1,274 Impact of application of the exceptions method..................................................-221 Increase in Group shareholders equity....................................................... 1,519 (3) The consolidation of the former BATIBAIL Group was also handled by applying the exceptions method. As a result, the value assigned to the assets and liabilities of BATIBAIL Group is equal to their book value as of 31 December 1999, restated to reflect the standards of GECINA Group. Thus, Group net profit for 1999 does not take BATIBAIL s results into account. The restatements effected relate, inter alia, to achieving consistency in the depreciation allowances for buildings held as long-term assets and the creation of a provision for upgrading the maintenance of buildings, in the amount of FF 23 million net of tax (see note 4.6). The difference resulting from application of this method (FF 193 million) was deducted from consolidated shareholders equity. Net movements in shareholders equity break down as follows: Capital increase..........................................................................211 Merger premiums (excluding sums deducted to reconstitute reserves, pay merger dividends and defray merger costs)......... 1,023 Impact of application of the exceptions method.................................................. -193 Increase in Group shareholders equity....................................................... 1,041 46 47
CONSOLIDATED FINANCIAL STATEMENTS (4) Minority interests correspond to CADIM Luxembourg s 50% share in the FONCIÈRE DE LA CITÉ sub-group acquired by GECINA in January 2000. (5) Other capital movements relate to: Conversion of 146,183 convertible bonds into GECINA shares (FF 87.7 million), The exercise of 5,741 stock options (FF 2.3 million), Cancellation of 156,269 shares held as treasury shares by GECINA (FF 72.7 million). (6) As of 31 December 1999, the Group also held 26,014 unallocated shares in its own equity, amounting to 0.13% of GECINA s capital, with a value of FF 16.7 million deducted from consolidated shareholders equity. 4.7 - Borrowing and other debt 4.7.1 - Debt by date of maturity Maturity Total Total Total less than 1 year 1 to 5 years over 5 year 1999 1998 1997 Convertible bond debentures (1) 49.1 1,414.4-1,463.5 911.6 883.2 Bank loans and others debt (2) 669.8 4,455.1 3,635.4 8,760.3 2,987.0 700.3 TOTAL 718.9 5,869.5 3,635.4 10,223.8 3,898.6 1,583.5 4.6 - Provisions for liabilities and charges As of As of Changes in Reclassifications As of 31/12/1997 31/12/1998 Allowances Reversals consolidation 31/12/1999 scope Deferred tax liabilities (1) 12.5 1,446.8 7.9-230.1-1,684.8 Redemption premium on convertible bonds (2) - - 8.3-78.6-86.9 Work resulting from the storm of December 1999 - - 4.8-0.1-4.9 Provision for upgrading maintenance of property assets (3) - - - - 137.6 34.2 171.8 Provision for light interior works - - - -17.7 (4) 253.1-235.4 Other provisions for liabilities and charges 26.3 12.1 5.0-21.1 69.7-65.7 TOTAL 38.8 1,458.9 26.0-38.8 769.2 34.2 2,249.5 (1) Deferred tax liabilities are mainly generated by taking into account the latent fiscal impact of goodwill allocated to longterm property assets. The increase as of 31 December 1998 is due to the allocation of goodwill to property assets as companies were acquired, in an amount of FF 1,132.1 million. 4.7.2 - Exposure to rate risks The rise in bank loans and other debt is due to the merged companies. In addition, GECINA restructured the entirety of its bank debt during the year. (1) Chief characteristics of the bond debentures: Bond issue in 1997. On 3 October 1997, GFC issued a convertible bond debenture in the amount of FF 876,176,400, comprised of 1,460,294 convertible bonds with a face value of FF 600, maturing in 6 years and 90 days (actuarial rate of return 4.85%). They may be converted at any time during the debenture period with a parity of one share (face value of FF 100) per bond. Since the issuance date, 146,208 bonds have been converted to shares. The redemption premium of FF 68.32 per bond is not provisioned on account of the strong likelihood that the bonds will be converted before maturity. The maximum theoretical amount of this provision, calculated as the maximum additional expense net of tax impact, would be FF 55.9 million. Bond issue in 1993. On 30 December 1993, SEFIMEG issued a convertible bond debenture in the amount of FF 805,390,320, comprised of 1,438,197 bonds with a face value of FF 560. The bonds may be converted at any time up to 1 January 2002 (actuarial rate of return 5.75%). In line with the merger parity between GECINA shares and SEFIMEG shares, the bonds are converted at the rate of 8/13 of a GECINA share for one bond. Since the issuance date, 340 bonds have been converted to shares. This debenture carries a redemption premium of FF 110 per bond. (2) As part of the acquisition of LA FONCIERE VENDOME, two buildings up for sale are financed by a subordinated loan for FF 80 million and covered by an agreement under which the Group will record no result for these operations until the buildings are sold. Exposure Effect of hedging Exposure Exposure Exposure before instruments as of after after after hedging as of 31/12/1999 (2) hedging as of hedging as of hedging as of 31/12/1999 31/12/1999 31/12/1998 31/12/1997 (2) The redemption premium for the bond debentures issued by the former SEFIMEG Group, which are highly unlikely to be converted, is covered by a provision based on annual instalments calculated on a pro rata basis from the term of the bond issue (8 years) and an actuarial rate of return of 5.75%. (3) A provision was created for upgrading building maintenance, as part of the effort to standardise the maintenance conditions of the Group s various sets of properties. The audit conducted for this purpose showed that maintenance levels differed substantially between the buildings deriving from the acquisitions of 1998 and 1999 and those comprising GECINA s long-term asset portfolio. As a result, in order to ensure consistency with GECINA s accounting principles, these provisions were charged to the shareholders equity of SEFIMEG and BATIBAIL when these companies were consolidated (FF 97 million and FF 39 million respectively). With the completion in 1999 of the appraisal of UIF s property assets, acquired in 1998, a provision of FF 34 million was set up, with a corresponding adjustment of the values assigned to these property assets at the time of consolidation (see 4.1.1). (4) This provision was established for LA FOURMI IMMOBILIERE in the 1998 consolidated accounts of ARTEMIS IMMOBILIER to cover a four-year plan of interior renovation, fixtures and fittings. Variable-rate financial liabilities 8,056-7,028 805 (3) 1,833 661 - Fixed-rate financial liabilities 1,691 7,028-805 7,914 3,120 266 INTEREST-BEARING FINANCIAL LIABILITIES (1) 9,747 0 0 9,747 3,781 266 (1) Excluding accrued interest and bank overdrafts. (2) Hedging instruments include: Fixed-rate swap contracts covering FF 5,912 million, Variable-rate swap contracts covering FF 805 million, A variable rate/variable rate swap contract for FF 350 million, And interest rate caps covering FF 1,116 million. (3) The sensitivity of net interest-bearing liabilities after hedging (variable-rate component) was FF 18 million as of 31 December 1999. This figure indicates the impact that an instantaneous ± 1% variation in interest rates would have on the financial expense associated with variable-rate liabilities in the following year s accounts. 4.7.3 - Deposits This heading is comprised of rent deposits received from lessees. The total amount was FF 268 million, of which FF 134 million related to companies consolidated during the year. 48 49
CONSOLIDATED FINANCIAL STATEMENTS 4.8 - Trade payables and related accounts 31/12/1999 31/12/1998 31/12/1997 Total o.w. newly Total Total consolidated Trade payables 138.0 66.6 42.6 35.2 Payables to suppliers of fixed assets 34.0 16.9 10.0 9.8 TOTAL PAYABLES 172.0 83.5 52.6 45.0 4.9 - Other liabilities and equalisation accounts Operating liabilities are payable in under one year. 31/12/1999 31/12/1998 31/12/1997 Rental charges requiring adjustment 55.0 2.3 1.7 Staff and other social liabilities 37.9 11.2 7.1 Tax payable 91.3 21.9 11.3 Miscellaneous creditors 34.5 38.4 7.1 Deferred income 12.6 4.9 5.1 TOTAL 231.3 78.7 32.3 5 - NOTES TO THE CONSOLIDATED INCOME STATEMENT 5.1 - Rental and other income Net turnover 1999 1998 1997 Residential rentals 784 465 344 Commercial and office rentals 409 207 118 TOTAL 1,193 672 462 Where working assets are concerned - i.e. excluding buildings held for sale - income from residential rentals rose by 3.3% and income from commercial and office rentals by 6.5% over 1998. For working assets overall, rental income increased by 4.3% over the preceding period. Other revenue As of 31 December 1999, the income listed under this heading, which amounts to FF 30.4 million, includes FF 19.9 million paid to the Group as compensation for operating losses relating to two buildings located in the Paris business district La Défense. 4.10 - Off-balance sheet commitments 1999 1998 1997 5.2 -Depreciation allowances and provisions This heading primarily covers depreciation of buildings, fittings and fixtures and amortisation of the goodwill allocated to buildings. COMMITMENTS RECEIVED Security received in the context of property management activity 0.8 0.2 - Swap contracts 7,067.0 2,244.0 675.0 Caps 1,116.0 - - Unused lines of credit 220.0 - - TOTAL 8,403.8 2,244.2 675.0 COMMITMENTS GIVEN Redemption premium on 1997 convertible bond debenture 55.9 63.2 63.2 Swap contracts 7,067.0 2,244.0 675.0 Guarantees given to financial institutions 481.9 - - Commitment to preferred creditors 211.2 - - Liabilities secured by collateral (1) 922.5 - - Mortgage commitments 205.0 - - VEFA commitment (2) 691.0 - - TOTAL 9,634.5 2,307.2 738.2 (1) Including pledged securities worth FF 314 million and mortgages worth FF 608 million. (2) GECINA has signed a bilateral undertaking, subject to conditions precedent, to acquire on a VEFA basis (vente en l état futur d achèvement, or sale in the future state of completion) the Hachette office complex located on boulevard Saint Germain in Paris. Part of the Group s bank debt, in the amount of FF 6,297 million, is covered by a clause providing for early repayment equal to 50% of the net proceeds from asset disposals. As part of the merger with GECINA, CADIM Luxembourg gave the Group an undertaking to sell its shares in FONCIÈRE DE LA CITÉ. 1999 1998 1997 Allowance Reversal Allowance Reversal Allowance Reversal Property 161.5 - (1) 211.2 7.3 63.4 10.2 Rent receivables 16.2 16.4 7.5 5.6 5.4 4.1 Other liabilities and charges 18.1 38.8 5.0 27.1 20.4 21.9 Other - 1.7 4.6 5.8 7.4 0.8 TOTAL 195.8 56.9 228.3 45.8 96.6 37.0 5.3 - Exceptional gain/loss (1) In 1998, a provision of FF 137 million was made for impairment of property value, in application of the rule for depreciation of buildings stipulated in the accounting principles and methods. 31/12/1999 31/12/1998 31/12/1997 Capital gains on sale of buildings 149 90 109 Capital gains on sale of securities (1) - 53 - Provisions for impairment of value - -137 - Cost of restructuring debt (2) -93 - - Other non-recurring items - -3-13 EXCEPTIONAL GAIN/LOSS 56 3 96 (1) Sale of the GFC shares held by LA FONCIERE VENDOME to AGF. (2) The costs of restructuring the entirety of the Group s bank debt (see 4.7.1). 50 51
CONSOLIDATED FINANCIAL STATEMENTS 5.4 - Corporate income tax 31/12/1999 31/12/1998 31/12/1997 Current tax -126.4 75.8 135.8 Deffered tax -54.3-76.4-0.3 TOTAL TAX EXPENSE -180.7-0.6 135.5 6.5 - Loans and guarantees granted or established for senior managers or members of the Board None. 6.6 - Cash-flow schedule TAX PROOF Consolidated net income before tax 508 Notional tax rate of 40% 203 Deduction of deficits of newly acquired companies -50 Impact of the 3.3% increase 47 Non-deductible depreciation -6 Other differences (1) -13 ACTUAL TAX 181 (1) Including the impact of different tax rates, from 40% to 36.67%. CASH FLOW FROM OPERATIONS Net profit of consolidated companies 327.2 Elimination of items having no impact on cash flow or not related to operations: Depreciation and provisions 139.1 Variation in deferred taxes 54.3 Capital gains on disposals, net of tax -89.7 Cost of restructuring bank debt (net of tax) 55.8 6 - OTHER INFORMATION 6.1 - Events after the end of the financial year The company FONCIÈRE DE LA CITÉ carried out a capital reduction in late January 2000. On this occasion, CADIM Luxembourg sold its interest in FONCIÈRE DE LA CITÉ. 6.2 - Exceptional events and litigation Some consolidated companies have been audited by the tax authorities and notified that they will be subject to tax adjustments, which are disputed by the Group. The estimates of the Group and its advisors show no significant risk that might affect the Group s income or financial position. 6.3 - Number of employees Gross cash flow of consolidated companies 486.7 Change in working capital requirements for operations Operating receivables 16.5 Operating liabilities 18.9 NET CASH FLOW FROM OPERATIONS 522.2 CASH FLOW RELATED TO INVESTMENT IN FIXED ASSETS Acquisition of fixed assets -159.5 Disposals of fixed assets, net of tax 308.7 Impact of change in the consolidation scope (1) -158.3 NET CASH FLOW RELATED TO INVESTMENT IN FIXED ASSETS -9.1 CASH FLOW RELATED TO FINANCING Average number of employees 1999 1998 1997 Managers 71 56 31 White-collar employees 85 60 23 Building staff 273 208 122 TOTAL 429 324 176 6.4 - Remuneration of the Board of Directors and senior management Attendance fees paid to members of the Board of Directors in 1998 totalled FF 0.5 million. The total amount of remuneration paid to senior managers is not disclosed, as this information would lead to disclosure of a specific individual s remuneration. Dividends paid to shareholders of the parent company -247.1 Bond debentures 798.2 Redemption of debentures -1,139.6 Treasury shares allocated to shareholders equity and exercise of stock options -82.0 Cost of restructuring bank debt (net of tax) -55.8 NET CASH FLOW RELATED TO FINANCING -726.3 CHANGE IN CASH POSITION -213.2 Initial cash position 81.2 Year-end cash position -132.0 (1) The amount recorded for this item comprises: Merger costs net of tax, in the amount of FF 37.6 million, The net cash resources obtained through the take-over mergers of SEFIMEG, ARTEMIS IMMOBILIER and FINANCIERE SEFIMEG on 1 July 1999 and of IMMOBILIERE BATIBAIL on 31 December 1999. 52 53
SUBSIDIARIES AND AFFILIATED COMPANIES REPORT OF THE STATUTORY AUDITORS ON THE CONSOLIDATED FINANCIAL STATEMENTS (in thousands of French francs) YEAR ENDED 31 DECEMBER 1999 Capital stock Shareholders equity excluding the capital stock Proportional share of shareholders equity (%) Gross Book value of shares owned A - Detailed information concerning subsidiaries and affiliated companies: Net Outstanding loans and advances granted by the Company Amount of guarantees given by the Company Net turnover for the latest full financial year Profit or loss for the latest full financial year Dividends recorded by the Company during the financial year LA FOURMI IMMOBILIERE 366,543 3,935,296 100% 3,752,812 3,752,812 - - 229,561 493,179 - - SA LA FONCIERE VENDÔME 1,501,621 1,020,054 100% 2,335,903 2,335,903 - - 172,083 184,323 - - SA INVESTIBAIL 585,445-100% 595,765 595,765 81,123-28,647 - - - SA INVESTIBAIL TRANSACTIONS 108,366 1,513 100% 108,366 108,366 - - 1,919 - - - SAI NEUILLY 4,560 2,583 100% 147,396 147,396 14,000-8,006 2,122 2,708 - SPL 150,250 6,060 100% 150,439 150,439 - - 17,731 4,705 3,606 - SCPI COFIMEG-PIERRE 35,700 213 51% 23,050 20,528 - - 3,004 1,728 971 - SCI S.B. THEATRE 36,801 9,201 100% 36,801 36,801 9,200-972 9,201 9,201 - SCI S.B. NORD PONT 167,001 14,090 100% 167,001 167,001 13,807-15,180 14,090 14,090 - SCI S.B. MIROIR 24,801 2,950 100% 24,801 24,801 2,949-649 2,950 2,950 - SCI S.B. LE LAVOISIER 130,501 12,037 100% 130,501 130,501 12,031-12,722 12,037 12,037 - SCI S.B. GRAND AXE 98,101 13,792 100% 98,101 98,101 13,618-14,243 13,792 13,792 - SCI S.B. LONDRES 43,101 2,146 100% 43,101 43,101 1,583-2,878 2,146 2,146 - SCI S.B. ACTI-DEFENSE 69,001 6,153 100% 69,001 69,001 6,153-6,598 6,153 6,153 - SAS 4, RUE BEAUBOURG 27,509 13,287 100% 28,248 28,248 6,230-2,933 10,447 - - SAS 43, AVENUE FRIEDLAND 74,130 18,652 100% 74,153 74,153 - - 4,806 15,396 - - SAS 43, AVENUE MARCEAU 53,235 7,438 100% 53,274 53,274 - - 3,133 5,037 - - SCI DU 159, AVENUE DU ROULE 700 4,268 100% 64,910 64,910 - - 5,105 5,055 5,055 - SCI 63, AVENUE DE VILLIERS 38,660 3,727 100% 72,981 72,981 - - 5,571 3,727 3,727 - SA SGIL 13,750 17,275 37% 20,989 20,989 - - 3,889 1,359 503 - Comments In the capacity as statutory auditors conferred on us by your General Meeting, we have audited the accompanying consolidated financial statements of the GECINA Company, stated in French francs, for the financial year ended 31 December 1999. These consolidated financial statements are the responsibility of the Board of Directors. Our responsibility is to express an opinion on these accounts based on our audit. We conducted our audit in accordance with French auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance that the consolidated accounts are free of material misstatement. An audit involves examining, on a test basis, evidence supporting the amounts and disclosures contained in these accounts. It also involves evaluation of the accounting principles used and significant estimations made in order to finalise the accounts, as well as evaluation of the overall presentation of the accounts. We believe that our audit provides a reasonable basis for the following opinion. We hereby certify that the consolidated financial statements present fairly, in all material respects, the property holdings and financial position of the Group, as well as the results of the Group s operations included in the consolidation. Without qualifying our opinion, we draw attention to note 2.1 to the consolidated accounts, which specifies the accounting references used, and in particular the application for SEFIMEG and BATIBAIL of the provisions of Article 215 of the new methodology for consolidated financial statements. We have also reviewed the information contained in the Management Report. We have nothing to report with respect to the fairness of such information and its consistency with the consolidated financial statements. 3 May 2000 The Statutory Auditors Cabinet Bau et Associés F.M. Richard et Associés Ernst & Young Audit Philippe Bau Ginette Piquy Christian Mouillon FRENCH SUBSIDIARIES AND AFFILIATED COMPANIES < 1% of parent s capital relates to other subsidiaries and affiliated companies a. French subsidiaries (aggregate) 12,960 12,960 395,556 11,268 46,300 2,963 9,613 - b. Foreign subsidiaries (aggregate) - - - - - - - - c. Shareholdings in French companies (aggregate) 15,780 9,538 23,340-19,257 12,864 1,433 - d. Shareholdings in foreign - - - - - - - - companies (aggregate) 54 55
INDIVIDUAL FINANCIAL STATEMENTS Contents Balance sheet as of 31 December 1999........................................ page 58 Income statement for the 1999 financial year................................. page 60 Notes to the individual financial statements................................. page 61 Highlights of the year.................................................... page 61 Accounting rules and methods.......................................... page 63 Valuation method....................................................... page 63 Notes to the balance sheet................................................ page 66 Fixed assets.......................................................... note 1 Receivables.......................................................... note 2 Marketable securities................................................. note 3 Movements concerning GECINA s own shares...................... note 4 Equalisation accounts................................................. note 5 Movements in the capital............................................. note 6 Provisions for liabilities and charges.................................. note 7 Borrowing and bank debt............................................ note 8 Expenses due and accrued, prepaid expenses and deferred income..... note 9 Exposure to interest rate risk........................................ note 10 Deposits and guarantees received................................... note 11 Other liabilities...................................................... note 12 Off-balance sheet commitments..................................... note 13 Notes to the income statement.......................................... page 71 Rental and other income............................................ note 14 Operating expenses.................................................. note 15 Depreciation allowances and provisions............................. note 16 Exceptional gain or loss............................................. note 17 Corporate income tax............................................... note 18 Transactions with affiliated companies............................. note 19 Other information....................................................... page 73 56 57
INDIVIDUAL FINANCIAL STATEMENTS BALANCE SHEET (in thousands) ASSET 31 december 1999 31 december 1998 31 december 1997 Gross Depreciation Net Net Net and provisions FF FF FF FF FF SHAREHOLDERS EQUITY AND LIABILITIES Before distribution After distribution of profits of profits 31 december 1999 31 december 1998 31 december 1997 31 december 1999 FF FF FF FF FIXED ASSETS Intangible fixed assets Concessions, patents, licences 10,874 1,658 9,763 1,488 1,111 170 - - - - Goodwill - - - - - - 50 8 50 8 Tangible fixed assets Land 2,180,807 332,462 195,318 29,776 1,985,489 302,686 1,577,883 240,547 540,038 82,328 Buildings 6,558,314 999,809 842,271 128,403 5,716,043 871,406 4,679,771 713,426 1,181,309 180,089 Buildings on third parties land 302,995 46,191 73,078 11,141 229,917 35,050 70,358 10,726 70,155 10,695 Other 33,724 5,141 24,901 3,796 8,823 1,345 5,292 807 3,922 598 Buildings under construction 10,576 1,612 - - 10,576 1,612 9,614 1,466 93,879 14,312 FINANCIAL FIXED ASSETS Equity investments and related receivables 8,435,927 1,286,049 24,015 3,662 8,411,912 1 282,387 2,840,989 433,106 951,486 145,053 Other securities held as fixed assets 444,246 67,725 28 4 444,218 67,721 - - - - Loans 23,951 3,651 193 29 23,758 3,622 1,170 178 1,190 181 Other financial assets 19,659 2,997 - - 19,659 2,997 5,453 831 3,617 551 TOTAL I 18,021,073 2,747,295 1,169,567 178,299 16,851,506 2,568,996 9,190,580 1,401,095 2 845,646 433,815 CURRENT ASSETS Advances and down payments 4,036 615 - - 4,036 615 420 64 11 2 Receivables Rent receivables 100,204 15,276 49,572 7,557 50,632 7,719 34,186 5,212 16,667 2,541 Other receivables 257,108 39,196 2,141 326 254,967 38,870 111,264 16,962 146,309 22,305 Marketable securities 226,774 34,571 253 39 226,521 34,532 77,732 11,850 683,520 104,202 Cash 118,822 18,114 - - 118,822 18,114 19,038 2,902 52,854 8,058 Adjustment account assets Prepaid expenses 3,529 538 - - 3,529 538 8,825 1,345 2,274 346 TOTAL II 710,473 108,311 51,966 7,922 658,507 100,388 251,465 38,335 901,635 137,454 DEFERRED EXPENSES 27,728 4,227 - - 27,728 4,227 22,719 3,464 41,213 6,283 TOTAL III 27,728 4,227 - - 27,728 4,227 22,719 3,464 41,213 6,283 GRAND TOTAL (I + II + III) 18,759,274 2,859,833 1,221,533 186,221 17,537,741 2,673,611 9 464,764 1,442,894 3,788,494 577,552 SHAREHOLDERS EQUITY Capital stock 1,923,633 293,256 1,246,479 190,024 876,177 133,572 1,923,633 293,256 Additional paid-in capital (share issues, merger and capital contribution premiums) 3,577,936 545,453 2,168,882 330,644 391,232 59,643 2,414,611 368,105 Reserves Legal reserve 183,905 28,036 116,146 17,706 79,117 12,061 183,905 28,036 Legal reserve derived from long-term capital gains 8,501 1,296 8,501 1,296 8,501 1,296 8,501 1,296 Regulated reserves 1,405,772 214,309 479,639 73,120 479,639 73,121 1,405,772 214,309 Retained earnings 430,392 65,613 51,815 7,899 52,310 7,975-1,466 Net income -1,192,458-181,789 567,770 86 556 187,593 28,598 - - Investment grants 8,897 1,356 4,881 745 5,106 778 8,897 1,356 Regulated provisions 463 70 - - - - 463 70 TOTAL I 6,347,041 967,600 4,644,113 707,990 2,079,675 317,044 5,945,782 906,428 Provisions for liabilities and charges Provisions for liabilities 85,188 12,987 - - - - 85,188 12,987 Provisions for charges 866,110 132,038 769,699 117,340 16,624 2,534 866,110 132,038 TOTAL II 951,298 145,025 769,699 117,340 16,624 2,534 951,298 145,025 LIABILITIES Convertible bond debentures 1,649,471 251,460 911,656 138,981 883,201 134,643 1,649,471 251,460 Borrowing and other debt 8,144,809 1,241,668 2,951,859 450,008 700,293 106,759 8,144,809 1,241,668 Deposits received 155,026 23,634 98,180 14,967 53,688 8,185 155,026 23,634 Dividends to be paid to shareholders - - - - - - 401,259 61,172 Advances and down payments received 20,983 3,199 - - - - 20,983 3,199 Trade payables 106,602 16,251 32,569 4,965 28,327 4,318 106,602 16,251 Taxes payable, staff and other social liabilities 50,504 7,699 20,660 3,150 13,559 2,067 50,504 7,699 Liabilities to suppliers of fixed assets 17,040 2,598 4,828 736 6,544 998 17,040 2,598 Taxes payable (corporate income tax) 59,891 9,130 - - - - 59,891 9,130 Other liabilities 35,076 5,347 31,200 4,757 6,583 1,004 35,076 5,347 Equalisation accounts Deferred income - - - - - - - - TOTAL III 10,239,402 1,560,986 4,050,952 617,564 1,692,195 257,974 10,640,661 1,622,158 GRAND TOTAL (I + II + III) 17,537,741 2,673,611 9,464,764 1,442,894 3,788,494 577,552 17,537,741 2,673,611 58 59
INDIVIDUAL FINANCIAL STATEMENTS NOTES TO THE INDIVIDUAL FINANCIAL STATEMENTS (31 décembre 1999) INCOME STATEMENT (in thousands) 1999 1998 1997 FF FF FF OPERATING REVENUE Rental income 1,026,802 156,535 670,811 102,264 353,704 53,923 Income from other services 13,638 2,079 - - - - Miscellaneous grants 12 2 289 44 - - Reversal of provisions and depreciation 44,017 6,710 31,038 4,732 15,776 2,405 Expenses billed back to lessees 267,433 40,771 176,887 26,966 111,351 16,975 Other expense transfers 13,174 2,008 6,283 958 14,557 2,219 Other operating revenue 20,957 3,195 880 134 751 114 TOTAL 1,386,033 211,300 886,188 135,098 496,139 75,636 OPERATING EXPENSES Purchases 67,800 10,336 54,776 8,351 37,309 5,688 Other external charges 358,714 54,686 207,392 31,617 112,870 17,207 Taxes 147,775 22,528 95,205 14,514 56,032 8,542 Wages, salaries and social charges 150,488 22,942 61,051 9,307 28,855 4,399 Depreciation allowances 131,826 20,097 82,578 12,589 49,437 7,537 Provisions for depreciation of current assets 16,017 2,442 8,372 1,276 4,896 746 Provisions for liabilities and charges 103,533 15,784 5,000 762 11,000 1,677 Other expenses 13,959 2,127 6,679 1,018 1,982 302 TOTAL 990,112 150,942 521,053 79,434 302,381 46,098 OPERATING INCOME 395,921 60,358 365,135 55,664 193,758 29,538 INCOME SHARE OF JOINT OPERATIONS Profit allocated or loss transferred 796 121 - - - - Loss sustained or profit transferred 674 103 - - - - FINANCIAL REVENUE Interest and related income 26,334 4,015 14,270 2,175 11,081 1,689 Net proceeds on disposal of marketable securities 2,631 401 2,107 321 - - Reversal of provisions 7,139 1,088 5,840 890 - - Income from marketable securities and receivables 19,191 2,926 17,682 2,696 35,681 5,440 Income from shareholdings in affiliated companies 98,815 15,064 14,619 2,229 2,917 445 TOTAL 154,110 23,494 54,518 8,311 49,679 7,574 FINANCIAL EXPENSE Interest charges and related expenses -405,766-61,859-116,524-17,764-40,037-6,104 Net expense on disposals of marketable securities -774-118 -344-52 - - Provisions -18,026-2,748 - - - - TOTAL -424,566-64,725-116,868-17,816-40,037-6,104 NET FINANCIAL INCOME/EXPENSE -270,456-41,231-62,350-9,505 9,642 1,470 INCOME BEFORE TAX AND EXCEPTIONAL ITEMS 125,587 19,145 302,785 46,159 203,400 31,008 EXCEPTIONAL GAINS AND LOSSES Capital gains on sale of fixed assets 200,232 30,525 89,825 13,694 109,098 16,632 Capital gains due to mergers - - 399,027 60,831 - - Merger penaltie -1,482,113-225,947 - - - - Grants 2,202 336 406 62 401 61 Exceptional provisions 315,736 48,134-141,104-21,511 1,107 169 Other exceptional gains and losses -131,416-20,034 21,823 3,327-14,504-2,211 EXCEPTIONAL GAIN OR LOSS -1,095,359-166,986 369,977 56,403 96,102 14,651 INCOME BEFORE TAX -969,772-147,841 672,762 102,562 299,502 45,659 Corporate income tax -222,728-33,954-104,866-15,987-109,601-16,709 Personnel profit-sharing plan 42 6-126 -19-2,308-352 NET INCOME -1,192,458-181,789 567,770 86,556 187,593 28,598 1 - HIGHLIGHTS OF THE FINANCIAL YEAR 1.1 - Main events IN 1999 Take-over merger of SEFIMEG by GECINA The General Meetings of the companies GECINA, ARTEMIS IMMOBILIER, FINANCIÈRE SEFIMEG and SEFIMEG held on 8 July 1999 approved the merger agreements for the four companies. The merger parities were 15 GECINA shares for 53 ARTEMIS IMMOBILIER shares and 8 GECINA shares for 13 SEFIMEG shares. The take-over of FINANCIÈRE SEFIMEG caused no increase in the capital stock, as GECINA now holds 100% of this company s equity following the merger with ARTEMIS IMMOBILIER. All three mergers are retroactive to 1 January 1999. They brought about an increase of GECINA s shareholders equity of FF 1,920 million and an exceptional loss (merger penalty) of FF 1,473 million (see note 17). Take-over merger of IMMOBILIÈRE BATIBAIL by GECINA The General Meetings of the companies GECINA and IMMOBILIÈRE BATIBAIL, held on 16 and 15 December 1999 respectively, approved the merger agreement between the two companies. A net exceptional dividend of FF 24 ( 3.66) per share was distributed before the merger, and the merger parity was 3 GECINA shares for 7 IMMOBILIÈRE BATIBAIL shares. This merger is retroactive to 1 January 1999. It brought about an increase of GECINA s shareholders equity of FF 1,200 million and an exceptional loss (merger penalty) of FF 9 million (see note 17). Transfer of corporate head office The head office of GECINA and all other companies of the Group was transferred to 2 ter, boulevard Saint-Martin, Paris (10 th arrondissement). IN 1998 Take-over of UIF followed by merger with GECINA In May 1998, GECINA initiated a take-over bid/share exchange offer on UIF at a parity of 7 UIF shares for 3 GECINA shares plus a payment of FF 1,680 per share. When the exchange offer came to its term in July 1998, GECINA held 94.51% of UIF s shares. The GECINA and UIF General Meetings of 18 December 1998 approved the merger between the two companies. Take-over of LA FONCIERE VENDOME In July 1998, GECINA acquired 100% of the shares of LA FONCIÈRE VENDÔME. The General Meetings of LA FONCIÈRE VENDÔME and FONCINA held on 21 December 1998 approved the merger between the two companies. This merger was preceded by a share buy-back offer followed by mandatory sale of the remaining shares in FONCINA. Change of name In 1998, GFC changed its name to GECINA. IN 1997 Acquisition of FONCINA At year-end 1996, the Company had committed itself to acquiring a 67.15% controlling interest in FONCINA. This transaction took place on 3 January 1997, and was followed by a take-over bid on 23 January1997. As a result, GFC became the owner of 94.57% of FONCINA s shares. Issuance of a convertible bond debenture by GFC On 3 October 1997, GFC issued convertible bonds having a face value of FF 876 million and a maturity of 6 years and 90 days. 60 61
INDIVIDUAL FINANCIAL STATEMENTS 1.2- Year-on-year comparability The corporate financial statements for the 1999 financial year are not directly comparable to those for 1998, owing to the impact of the acquisitions mentioned above. In order to facilitate year-on-year comparison, pro forma operating income statements for 1999 (excluding the impact of consolidating BATIBAIL and SEFIMEG) and for 1998 are shown below. Given the restructuring of the Company s bank debt in 1999, there is no point in comparing pro forma figures for the other items on the income statement. In addition, operations having a substantial impact on assets and liabilities or on certain headings of the income statement are presented in the notes. Proforma 1999 Proforma 1998 Operating income excl. mergers 1998 excl. UIF 1997 (in millions of French francs) during the year merger Rental income 692 671 353 354 Reversal of provisions and expense transfers 12 37 21 30 Other income 202 178 105 112 Total operating revenue 906 886 479 496 Purchases and external charges 258 262 155 150 Taxes 96 95 57 56 Staff costs 64 61 30 29 Depreciation 87 83 37 49 Provisions (1) 46 13 4 16 Other expenses 6 7 3 2 Total operating expenses 557 521 286 302 Operating income 349 365 193 194 (1) Including a provision of FF 34 million for upgrading and standardising maintenance of properties (see 3.7 below). As of 1 January 1998, the costs of rehabilitating premises (excluding buildings held for sale) are no longer amortised over 3 years but are charged to the current year s income. The balance at the beginning of the 1998 financial year (FF 21 million) was charged to retained earnings. 2 - ACCOUNTING RULES AND METHODS The financial accounts have been drawn up in accordance with current French regulations and following the principle of continuity of operations. 3 - VALUATION METHOD The historical costs method is used to value assets and liabilities for accounting purposes, except for: The 1991 merger with GFII, recorded as net values on the balance sheet of the absorbed company; The 1998 merger with UIF, recorded as the recalculated values used in the merger agreement, where the liabilities contributed by UIF take into account (for items subject to depreciation and assets held for sale) the tax differential between the original values and the values used for the capital contribution. The valuation methods used for property assets are described in 3.1 below. 3.1 - Fixed assets GROSS VALUE OF FIXED ASSETS Intangible and tangible fixed assets are accounted for at their acquisition cost or, in the case of buildings, at their construction cost. As noted above, the assets acquired in the mergers of 1991 and 1998 are exceptions to this rule. DEPRECIATION OF FIXED ASSETS Intangible and tangible fixed assets are depreciated on a straight-line basis over the expected useful life of each type of asset: Intangible assets: Computer software..................................................................... 1 to 5 years Buildings: Residential buildings............................................................ 65, 80 and 100 years Office and commercial buildings.................................................. 50, 80 and 100 years Warehouses and other business premises............................................... 33 and 50 years Major renovation work.................................................................... 20 years or remaining amortisation period of the buildings concerned Buildings on third parties land......................................................... period of use Fixtures, fittings and improvements...................................................... 5 to 20 years Other assets: Miscellaneous fixtures, fittings and improvements.......................................... 5 to 20 years Transportation equipment............................................................... 4 to 5 years Office and computer equipment.......................................................... 3 to 5 years Office furniture........................................................................... 10 years 62 63
INDIVIDUAL FINANCIAL STATEMENTS PROVISIONS FOR IMPAIRMENT OF VALUE Long-term property assets Provisions for impairment of value are made on a property-by-property basis whenever the market value of a building, as determined by internal or external appraisal, is more than 15% lower than its net book value; the provision serves to bring the book value down to the appraised value plus 15%. This provision is allocated, as a matter of priority, to the land component of the asset. It is reversed only when the net book value (net of provisions) falls below the appraised value. Pursuant to these principles, a provision of FF 137 million was made in 1998 and a reversal of provision of FF 2.4 million was carried out in 1999. Properties up for sale The value of buildings placed on sale is established with reference to their realisable market price; a provision for impairment of value is made if this amount is less than the net book value. 3.2 - Financial assets Equity shareholdings are carried on the balance sheet at their subscription or purchase price. Among other items, this heading includes GECINA s holdings in companies which own rental properties (equity share and noncapitalised advances). Provision is made for these shares and receivables only if they have depreciated with respect to their fair value, which is determined on the basis of several factors: adjusted net assets, profitability, strategic value for the Group, the economic cycle. Treasury shares held by the Company and not allocated to employees are included under this heading. 3.3 - Receivables Receivables are carried at nominal value. A provision is made for unpaid rent receivables whenever they appear unlikely to be collected, in an amount determined in accordance with the age of the debt, the progress made in legal proceedings and the assurances obtained. 3.4 - Marketable securities Marketable securities appear in the balance sheet at their purchase price. A provision is set up when their realisable value is less than their net book value. Treasury shares held for use under the employee stock option plan appear under this heading. They are depreciated as necessary with respect to the price at which subscription options are exercised. 3.6 - Redemption premiums on convertible bond debentures Convertible bond debentures issued by the Group are booked as liabilities at their face value. For debentures issued with a redemption premium, the risk of non-conversion of the bonds is estimated at the close of each financial year. If need be, the extra financial costs which non-conversion of the bonds would generate are covered by a provision fixed by reference to the latest quoted price of GECINA s shares on the Stock Exchange, among other factors. 3.7 - Provision for upgrading the maintenance of the property portfolio Substantial programmes to upgrade the maintenance of properties are covered by provisions established on the basis of external audits. In contrast, repair costs incurred during the course of normal building maintenance are charged to the current financial year. 3.8 - Hedging instruments The Group uses interest rate swaps and caps to hedge its loans and debentures. The resulting income and expenses are accounted for pro rata temporis in the income statement. 3.9 - Exceptional income Exceptional income includes income from disposal of assets, net of transaction and rehabilitation costs. Allowances and reversals of provisions for impairment of property value are also recorded under this heading. Apart from these points, exceptional income includes only those income items which are truly exceptional (see note 17 below). 3.10 - Retirement commitments RETIREMENT INDEMNITIES Retirement indemnity commitments stemming from the application of collective bargaining agreements or companywide agreements are covered by an insurance policy. ADDITIONAL RETIREMENT COMMITMENTS TO CERTAIN EMPLOYEES Commitments to pay additional retirement allowances to certain employees are covered by a provision calculated to reflect the actuarial liability and using mortality tables. They are managed by external bodies and, if necessary, give rise to payments to these bodies or to provisions covering all Company commitments. 3.5 - Deferred expenses This heading mainly consists of: The costs of rehabilitating buildings held for sale, which are listed as assets on the balance sheet and reversed as the buildings concerned are sold; Building acquisition costs, which are spread over 5 years. 64 65
INDIVIDUAL FINANCIAL STATEMENTS 4 - NOTES TO THE BALANCE SHEET (unless otherwise indicated, all figures are in millions of French francs) A. Balance sheet items NOTE 1 - FIXED ASSETS Gross values Mergers Acquisitions Releases Gross values beginning of year end of year Beginning Mergers Allowances Reversals End Provisions of year of year Intangible assets - 3-2 1 Land 137 134-76 195 Buildings - 380-179 201 Shareholdings - - 9-9 Other securities held as fixed assets 22 - - 7 15 TOTAL 159 517 9 264 421 ASSETS Intangible assets Concessions, licences 13 2 5 - Other - - - - TOTAL 13 2 5 10 Tangible assets Land 1,715 674 39 247 2,181 Buildings 5,025 2,195 189 851 6,559 Buildings on third parties land 86 225 5 13 303 Advances and down payments 9 4 15 18 10 Other tangible fixed assets 11 30 7 14 34 TOTAL 6,847 3,128 255 1,143 9,087 Financial assets Shareholdings in affiliated companies 2,631 5,540 12 151 8,032 Other securities held as fixed assets (1) 239 420 394 161 892 TOTAL 2,870 5,960 406 312 8,924 TOTAL ASSETS 9,717 9,101 663 1,460 18,021 (1) Including treasury shares not allocated to employees (see note 4). Securities held as fixed assets include FF 432.7 million for subscription of the entire bond float issued on 18 December 1998 by FONCIÈRE DE LA CITÉ, a subsidiary of IMMOBILIÈRE BATIBAIL. These bonds were issued to finance the acquisition of a property portfolio of 41 buildings, most of which are Haussmann-style buildings, by this company and its subsidiary FC TRANSACTIONS. The term of the debenture is 10 years, with an annual yield of 6%. NOTE 2 - RECEIVABLES Rent receivables amounted to FF 100 million. They are covered by provisions of FF 49 million. Other receivables amounted to FF 257 million. Among other items, this heading includes FF 19 million in proceeds from sales, FF 172 million in cash advances to Group companies, which are remunerated in accordance with intercompany treasury agreements, and FF 43 million in miscellaneous receivables. NOTE 3 - MARKETABLE SECURITIES Securities 1999 1998 1997 Marketable securities 16 5 610 Convertible bonds, accrued interest 207 - - Treasury shares reserved for employees 3 73 73 TOTAL 226 78 683 The marketable securities figure for 1997 (FF 610 million) primarily reflects the investment of funds collected through the convertible bond debenture of September 1997. At the end of the financial year, the Company held 320,078 convertible bonds issued by the former company SEFIMEG, owing to the capital contributions in connection with GECINA s merger with ARTEMIS IMMOBILIER. NOTE 4 - MOVEMENTS CONCERNING GECINA S OWN SHARES Beginning Mergers Allowances Reversals End Depreciation of year of year Concessions, licences - 9 3 3 9 Other intangible assets - - - - - Buildings 346 273 114 92 641 Buildings on third parties land 15 51 9 2 73 Other tangible assets 6 25 3 9 25 TOTAL 367 358 129 106 748 Number of shares BALANCE AS OF 1 JANUARY 1999 156,269 72.7 Acquisitions 16,014 11.5 Cancelled through capital reduction -156,269-72.7 Shares received through mergers 20,461 11.7 Allocation to employees (stock option plan) -4,304-2.7 BALANCE AS OF 31 DECEMBER 1999 (1) 32,171 20.5 Value (1) This balance includes: 6,157 shares allocated to employees (other than company directors) under the stock option plan and recorded under the «marketable securities» heading (FF 3.8 million); 26,014 shares held to regulate the price of GECINA s shares and recorded under «other securities held as fixed assets» (FF 16.7 million). 66 67
INDIVIDUAL FINANCIAL STATEMENTS NOTE 5 - EQUALISATION ACCOUNTS This category is mainly composed of expenses to be amortised over several periods, and in particular: The costs incurred in acquiring investment securities (FONCINA and SCI VILLIERS) and certain buildings, amortised over 5 years: FF 16.6 million at year-end 1999. The costs of rehabilitating buildings for sale, in lots which are activated and recorded on the income statement as buildings are sold: the amount recorded at end 1999 was FF 16.6 million, compared to FF 17 million at end 1998. NOTE 6 - MOVEMENTS IN THE CAPITAL STOCK The capital stock at the end of the year was 19,236,325 shares with a face value of FF 100. The following movements occurred during the year: Share issues, Capital merger and stock conversion Reserves Retained Total (in thousands of French francs) premiums (*) earnings At 1 January 1999 1,246,479 2,168,883 604,286 51,814 4,071,462 SEFIMEG merger 466,274 1,080,104 316,037 57,669 1,920,084 BATIBAIL merger 211,314 311,272 677,856-1,200,442 Conversion of bonds into shares 14,619 73,094 - - 87,713 Cancellation of own shares -15,627-57,093 - - -72,720 Exercise of stock options 574 1,676 - - 2,250 Distribution of 1998 profits - - 320,709 320,709 AS OF 31 DECEMBER 1999 1,923,633 3,577,936 1,598,179 430,192 7,529,940 (*) Net variation in premiums after deduction of: - FF 62.7 million in merger costs; - FF 933.8 million allocated to legal reserves and special reserves for long-term capital gains; - FF 6 million to reconstitute reserves after grants related to investment entered in the accounts of absorbed companies. After the merger with ARTEMIS IMMOBILIER, GECINA owned 100% of the shares of FINANCIÈRE SEFIMEG, so that GECINA s merger with the latter company did not generate a capital increase, but rather a merger dividend of FF 158 million, representing the difference between the net assets contributed by FINANCIÈRE SEFIMEG and the value of its shares on GECINA s books. NOTE 7 - PROVISIONS FOR LIABILITIES AND CHARGES NOTE 8 - BORROWING AND BANK DEBT 01.01.1999 Mergers Allowances Reversals 31.12.1999 Redemption premium on SEFIMEG convertible bonds (1) - 60.3 9.3-69.6 Provision for upgrading property maintenance (2) - - 78.9-78.9 Provision for taxes on capital contributions 761.0 74.6-61.5 774.1 Other provisions for liabilities and charges 8.7 19.5 24.4 24.0 28.6 TOTAL 769.7 154.4 112.6 85.5 951.2 (1) The redemption premium (FF 110 per bond) for the bond debentures issued by the former SEFIMEG Group, which are highly unlikely to be converted, is covered by a provision based on annual instalments calculated on a pro rata basis from the period of the bond issue (8 years) and an actuarial rate of return of 5.75%. (2) A provision was created during the year for upgrading of building maintenance, in the context of standardising the maintenance conditions of the Company s various sets of properties. The audit conducted for this purpose showed that maintenance levels differed substantially between the buildings deriving from the acquisitions of 1998 and 1999 and those comprising GECINA s long-term asset portfolio. As a result, efforts to ensure consistent accounting principles led to GECINA setting up a provision of FF 78.9 million. Time remaining to maturity Less than 1 year 1 to 5 years More than 5 years Total 1999 1998 1997 Bond debentures (1) 55.8 1,593.6-1,649.4 911.6 883.2 Bank debt 482.8 3,755.1 2,822.4 7,060.3 2,812.6 700.3 TOTAL 538.6 5,348.7 2,822.4 8,709.7 3,724.2 1,583.5 (1) Chief characteristics of the bond debentures: On 3 October 1997, GFC issued a convertible bond debenture in the amount of FF 876,176,400, comprised of 1,460,294 convertible bonds with a face value of FF 600, maturing in 6 years and 90 days (actuarial rate of return 4.85%). They may be converted at any time during the debenture period with a parity of one share (face value of FF 100) per bond. As of 31 December 1999, 146,208 bonds had been converted to shares. The redemption premium of FF 68.32 per bond is not provisioned on account of the strong likelihood that the bonds will be converted before maturity. The maximum theoretical amount of this provision, calculated as the maximum additional expense net of tax impact, would be FF 55.9 million. On 30 December 1993, SEFIMEG issued a convertible bond debenture in the amount of FF 805,390,320, comprised of 1,438,197 bonds with a face value of FF 560. The bonds may be converted at any time up to 1 January 2002. In line with the merger parity between GECINA shares and SEFIMEG shares, the bonds are converted at the rate of 8/13 of a GECINA share for one convertible bond. The rise in bank debt is due to the companies having merged. The Company restructured the entirety of its bank debt during the year. 68 69
INDIVIDUAL FINANCIAL STATEMENTS NOTE 9 - EXPENSES DUE AND ACCRUED, PREPAID EXPENSES AND DEFERRED INCOME B. Off-balance sheet items Recorded under the following items on the balance sheet: 1999 1998 1997 NOTE 13 - OFF-BALANCE SHEET COMMITMENTS 1999 1998 Bond debentures 56 35 7 Financial liabilities 67 31 10 Trade payables 55 15 4 Taxes payable, staff and other social liabilities 20 4 3 Other 25 8 1 TOTAL FOR LIABILITIES SIDE 223 95 26 Prepaid expenses 4 9 2 TOTAL FOR ASSETS SIDE 4 9 2 NOTE 10 - EXPOSURE TO EXCHANGE RATE RISK Hedging instruments include: - Swap contracts involving FF 6,331 million, of which FF 5,176 million are variable/fixed swaps, FF 805 million are fixed/variable swaps and FF 350 million are averaged variable/variable swaps; - And interest rate caps covering FF 1,116 million. Exposure Impact of hedging Exposure Exposure Exposure before as of 31/12/99 after after after hedging hedging hedging hedging as of 31/12/99 as of 31/12/99 as of 31/12/98 as of 31/12/97 Variable-rate financial liabilities 6,859-5,976 805 1,688 571 - Fixed-rate financial liabilities 1,601 5,976-805 6,772 3,120 266 INTEREST-BEARING LIABILITIES (1) 8,460 8,460 3,691 266 (1) Excluding accrued interest and bank overdrafts. The sensitivity of net interest-bearing liabilities after hedging (variable-rate component) was FF 17 million as of 31 December 1999. This figure indicates the impact that an instantaneous ± 1% variation in interest rates would have on the financial expense associated with variable-rate liabilities in the following year s accounts. NOTE 11 - DEPOSITS AND GUARANTEES RECEIVED This item, which amounts to FF 155 million, is mainly comprised of rent deposits received from lessees. Commitments received Bank guarantees received as security for property management activities 0.7 0.2 Unused lines of credit 120.0 - Swap contracts and caps 7,131.4 2,244.0 TOTAL 6,452.1 2,244.2 Commitments given Redemption premium on GECINA convertible bond debenture (net of tax) 55.9 63.2 VEFA commitment (Hachette office complex) (1) 691.0 - Guarantees given to financial institutions 414.7 - Swap contracts 6,331.4 2,244.0 Liabilities secured by collateral (pledged securities) 75.0 - TOTAL 7,568.0 2,307.2 (1) GECINA has signed a bilateral undertaking, subject to conditions precedent, to acquire on a VEFA basis (vente en l état futur d achèvement, or sale in the future state of completion) the Hachette office complex located on boulevard Saint-Germain in Paris. Part of the Company s bank debt, in the amount of FF 6,297 million, is covered by a clause providing for early repayment equal to 50% of the net proceeds from asset disposals. 5 - NOTES TO THE INCOME STATEMENT NOTE 14 - RENTAL AND OTHER INCOME 1999 1998 1999 excl. mergers 1998 excl. UIF 1997 during year merger Residential rents 696 488 476 241 250 Commercial and office rents 330 203 194 92 104 TOTAL 1,026 691 670 333 354 When the properties acquired during the year are excluded, rental income in 1999 grew by: + 3.1% in the housing sector, + 5.8% in the commercial sector. OTHER OPERATING REVENUE NOTE 12 - OTHER LIABILITIES All other liabilities are due within one year. Other revenue (FF 20.9 million) includes FF 18 million in compensation for operating losses relating to two buildings located in the Paris business district La Défense. 70 71
INDIVIDUAL FINANCIAL STATEMENTS NOTE 15 - OPERATING EXPENSES Operating expenses (excluding depreciation and provisions) mainly consist of occupancy expenses for buildings, most of which are rebilled to lessees (FF 270 million). NOTE 16 - DEPRECIATION ALLOWANCES AND PROVISIONS These movements are mainly related to depreciation of buildings, fittings and fixtures and provisions for impairment of value in accordance with the principles laid down in 3.1, as well as provisions for liabilities and charges (see note 7). 1999 1998 1997 Allowance Reversal Allowance Reversal Allowance Reversal NOTE 18 - CORPORATE INCOME TAX TAXES Income before tax Exceptional Pre-tax accounting and exceptional items gain/loss income Pre-tax income 125-1,095-969 Income tax at 33.33% 37 147 184 Income tax at 19% - 1 1 Other taxes and contributions 7 31 38 NET INCOME 82-1,274-1,192 Properties 223.0 266.3 223.1-49.4 - Rent receivables 15.3 16.8 8.4 7.7 4.9 2.4 Other liabilities and charges 30.9 83.0 5.5 47.8 11.0 13.6 Other 0.6 1.1-5.8 1.3 0.7 TOTAL 269.8 367.2 237.0 61.3 66.6 16.7 Of which: - operating 251.4 44.0 95.9 31.0 65.3 15.6 - financial 18.0 7.1-5.8 1.3 - - exceptional 0.4 316.1 141.1 24.5-1.3 NOTE 19 - TRANSACTIONS WITH AFFILIATED COMPANIES ASSETS LIABILITIES NET FINANCIAL EXPENSE Financial assets 8,833 Financial liabilities 1,018,706 Financial expenses 41,124 Trade receivables 2,073 Trade payables 1,480 Financial income 131,828 Other receivables 171,092 Other liabilities 1,558 Marketable securities 6,722 NOTE 17 - EXCEPTIONAL GAIN OR LOSS 1999 1999 1998 1998 1997 proforma (1) excl. UIF Capital gains on disposal of fixed assets 200 106 90 91 109 SEFIMEG merger penalty (1,473) - - - - BATIBAIL merger penalty (9) - - - - Capital gain from FONCINA merger - - 399 399 - Provisions for long-term depreciation 254 - (137) (137) - Debt service/restructuring (2) (131) (92) - - - Provisions for taxes on capital contributions 62 30 - - - Other exceptional items 2 12 18 (3) (13) EXCEPTIONAL GAIN OR LOSS (1,095) 56 370 351 96 (1) Pro forma: excludes mergers carried out during the financial year, includes exceptional items relating to the normal course of business. (2) The Company restructured the entirety of its bank debt in 1999. The capital contributions of SEFIMEG and IMMOBILIÈRE BATIBAIL were valued at their net book values as of 31 December 1998. Since GECINA already held shares in these two companies, some of which were received as part of the capital contributions from the year s previous mergers, the mergers generated two penalties amounting to a total of FF 1,482 million. These merger penalties, recorded as exceptional losses, represent the difference between the proportionate share of the net assets contributed corresponding to the shares already held by GECINA and the value of these shareholdings on GECINA s books. It should be borne in mind that these mergers also generated a FF 2,385 million increase in merger premiums and reserves. 6 - OTHER INFORMATION Exceptional events or litigation No exceptional events or litigation have arisen which could have a significant effect on the business, property portfolio, financial position or earnings of GECINA and its subsidiaries. NUMBER OF EMPLOYEES AVERAGE NUMBER OF EMPLOYEES 1999 1998 1997 Managers 90 51 26 White-collar employees 107 47 13 Workmen and building staff 223 168 99 TOTAL 420 266 138 Remuneration of the Board of Directors and senior management Attendance fees paid to the members of the Board of Directors for 1999 amounted to FF 450,000. The total amount of remuneration paid in 1999 to authorised senior managers is not disclosed, as this would lead to disclosure of a specific individual s remuneration. Loans and guarantees granted or established for senior managers or members of the Board: None. Consolidating company GECINA is consolidated by the equity method in the accounts of Assurances Générales de France - 87, rue de Richelieu - 75009 Paris. 72 73
INDIVIDUAL FINANCIAL STATEMENTS Stock option plan The Extraordinary General Meeting of shareholders held on 8 July 1999, having heard the reports of the Board of Directors and the Statutory Auditors, and having learned the details of SEFIMEG s residual stock option plan of 17,000 shares in favour of certain employees, implemented on 31 May 1995, agreed that following the merger GECINA would substitute itself for SEFIMEG and be responsible for all its commitments. The unexercised stock options will give rights to GECINA shares in the same parity as that of the merger. Board of Number of shares Period in which options Directors remaining to subscribe can be exercised Subscription price 31 May 1995 6,157 before 30 May 2000 FF 624 As a consequence of the merger in 1998, GECINA substituted itself for the company UIF, taking on its commitments under the stock option plan in favour of certain UIF staff members. All of the 5,741 options that had remained unexercised at the close of the previous financial year were exercised in 1999. The resulting increase in shareholders equity was FF 2 million. Tax consolidation As a result of the mergers conducted during the year, GECINA broadened the scope of the consolidated Group which it has formed under the tax consolidation rules pursuant to Articles 223A et seq. of the French General Tax Code. GECINA is thus the parent company in a tax group comprising the following companies: U.I.G. LA FOURMI IMMOBILIÈRE SAI du 157, avenue de Neuilly SPL Investibail Investibail Transactions AIC Sogecil The tax consolidation agreement provides that each subsidiary record tax expense as it would have done without the consolidation, while the parent company records the balance with respect to the tax group s overall results. In 1999, this agreement led to a consolidation dividend of FF 5 million. GENERAL REPORT OF THE STATUTORY AUDITORS ON THE CORPORATE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 1999 In the capacity as statutory auditors conferred on us by your General Meeting, we hereby present our report on the financial year ended 31 December 1999, bearing on: Our audit of the accompanying individual financial statements of the GECINA Company, stated in French francs; The specific verifications and information required by law. These corporate financial statements were drawn up by the Board of Directors. It is our responsibility to express an opinion on these accounts on the basis of our audit. I. Opinion concerning the annual accounts We have conducted our audit in accordance with generally accepted French auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance that the accounts are free of material misstatement. An audit involves examining, on a test basis, evidence supporting the amounts and disclosures contained in these accounts. It also involves evaluation of the accounting principles used and significant estimations made in order to finalise the accounts, as well as evaluation of the overall presentation of the accounts. We believe that our audit provides a reasonable base for the following opinion. We hereby certify that the consolidated financial statements present fairly, in all material respects, the results of the financial year as well as the company s property holdings and financial position at the end of the year. II. Specific verifications and information In accordance with French accounting standards, we have also carried out the specific verifications required by law. Having reviewed the information contained in the Management Report of the Board of Directors and in the documents which inform shareholders of the company s financial position and annual accounts, we have nothing to report with respect to the accuracy of that information, nor as to its conformity with the annual accounts. As required by law, we have verified that the information relating to equity acquisitions and take-overs and to the identity of the holders of the capital stock and voting rights has been transmitted to you in the Management Report. 3 May 2000 The Statutory Auditors Cabinet Bau et Associés F.M. Richard et Associés Ernst & Young Audit Philippe Bau Ginette Piquy Christian Mouillon 74 75
SPECIAL REPORT OF THE STATUTORY AUDITORS ON REGULATED AGREEMENTS YEAR ENDED 31 DECEMBER 1999 In our capacity as Statutory Auditors of your Company, we hereby present our report on regulated agreements. It is not our responsibility to determine whether any such agreements exist, but to inform you, on the basis of the information given to us, of the characteristics and main features of those we have been advised of, without having to pass judgement as to their usefulness and desirability. According to the provisions of Article 92 of the Decree of 23 March 1967, it is up to you to assess, before approving these agreements, whether it is in your interest to enter into them. We have not been advised of any agreement signed during the year which is covered by the provisions of Article 101 of the Act of 24 July 1966. Pursuant to the Decree of 23 March 1967, we have been informed that the following agreement, approved in previous years, continued during the latest financial year. Agreement with INVESTIBAIL This agreement was authorised on 1 April 1998 by the Board of Directors of the company IMMOBILIÈRE BATIBAIL, which GECINA absorbed on 16 December 1999. Nature and purpose: autonomous guarantee on first demand, given to RHEINISCHE HYPOTHEKENBANK as security for a loan contracted by INVESTIBAIL. Details: The initial loan amounted to FF 65 million and the guarantee is in the amount of FF 80 million. Director concerned: Mr Ruggieri. We conducted our examination in accordance with French accounting standards. Those standards require that we plan and perform the examination so as to verify that the information given to us is consistent with the original documents from which it was taken. 3 May 2000 The Statutory Auditors Cabinet Bau et Associés F.M. Richard et Associés Ernst & Young Audit Philippe Bau Ginette Piquy Christian Mouillon REPORT OF THE STATUTORY AUDITORS ON THE PROPOSAL TO REDUCE THE COMPANY S SHARE CAPITAL THROUGH CANCELLATION OF SHARE ALREADY HELD OR SHARES TO BE ACQUIRED EXTRAORDINARY GENERAL MEETING HELD ON 23 MAY 2000 In our capacity as Statutory Auditors of the GECINA Company, and in performance of the task stipulated in Article 217-2, para. 4 of the Act of 24 July 1966 in the event of a capital reduction by cancellation of shares already held, we hereby present our report on the transaction proposed in the fifteenth resolution. We have analysed the capital reduction transaction, carrying out all the examinations we considered necessary to meet generally accepted French accounting standards. This operation is part of your Company s buy-back of its own shares, within the limit of 10% of its share capital, under the provisions of Article 217-2 of the Act of 24 July 1966. The buy-back authorisation has been submitted to your General Meeting for approval in the fourteenth resolution, and would be granted for a period of eighteen months. The Board of Directors recommends that, in order to implement the authorisation for your Company to buy its own shares, you delegate to the Board full powers to cancel the shares bought under this authorisation, in the limit of 10% of its share capital and for a period of twenty-four months. We have nothing to report with respect to the causes and conditions of the proposed capital reduction, bearing in mind that it cannot be carried out unless your Shareholders Meeting gives its prior approval to your Company s buy-back of its own shares. 3 May 2000 The Statutory Auditors Le 3 mai 2000 Les Commissaires aux Comptes FIVE-YEAR FINANCIAL SUMMARY I - CAPITAL AT YEAR-END 1995 1996 1997 1998 1999 1999 Share capital (in thousands of French francs) 876,176 876,176 876,176 1,246,479 1,923,633 293,256 Number of common shares 8,761,764 8,761,764 8,761,764 12,464,793 19,236,325 Maximum number of shares to be created hrough conversion of debentures 1,460,294 1,466,002 2,205,078 II - OPERATIONS AND EARNINGS FOR THE YEAR (in thousands of French francs) (1) Net turnover 356,967 363,676 353,704 670,811 1,040,440 158,614 Income before tax, depreciation allowances and provisions 307,314 338,650 345,555 878,652-1,067,220-162,697 Corporate income tax 87,671 96,206 109,600 104,866 222,728 33,955 Income after tax, depreciation allowances and provisions 177,461 196,502 187,593 567,770-1,192,458-181,789 Distributed profits 167,168 170,083 167,807 247,060 (2) 401,259 61,172 III - EARNINGS PER SHARE (in French francs) (1) Earnings after tax but before depreciation allowances and provisions 25.23 27.79 26.94 59.42-87.36-13.32 Earnings after tax, depreciation allowances and provisions 20.25 22.43 21.41 45.55-80.76-12.31 Total net dividend per share 18.50 19.00 19.50 20.07 20.86 3.18 IV - STAFF Average number of employees during the year 141 142 138 266 420 Wage bill for the year 18.830 20.806 19.747 40.524 91.863 14.004 (in thousands of French francs) Payroll taxes paid during the year (social security contributions and other social payments) (in thousands of French francs) 8.938 9.503 9.108 20.528 58.625 8.937 (1) Including merger penalties of FF1,482 million. (2) Deducted from share and merger premiums. Cabinet Bau et Associés F.M. Richard et Associés Ernst & Young Audit Philippe Bau Ginette Piquy Christian Mouillon 76 77
RESOLUTIONS FIRST RESOLUTION The General Meeting of Shareholders, having heard the Board of Directors report, decided, as a result of the take-over mergers of ARTEMIS IMMOBILIER, FINANCIÈRE SEFIMEG and SEFIMEG as well as of IMMOBILIÈRE BATIBAIL, effective 1 January 1999, to allocate directly to retained earnings the dividends in the amount of FF 57,668,220 received from ARTEMIS IMMOBILIER and FINANCIÈRE SEFIMEG for the period from 1 January to 8 July 1999 and the dividends in the amount of FF 200,723 received from IMMOBILIÈRE BATIBAIL for the period from 1 January to 16 December 1999, which were not recognised in GECINA s income statement. SECOND RESOLUTION The General Meeting of Shareholders, having heard the reports of the Board of Directors and the Statutory Auditors, approves the financial statements for the financial year as presented. As a result, the approved figure for the year s net income is a loss of FF 1,192,458,414.34. THIRD RESOLUTION In accordance with the Board of Directors proposals, the Shareholders Meeting has decided to allocate: The loss for the year............... FF -1,192,458,414 Less retained earnings............. FF 430,392,375 FF -762,066,039 to: «Share and merger premiums» thus reducing the balance under this heading to...... FF 2,815,870,340 FOURTH RESOLUTION In accordance with the Board of Directors proposals, the General Meeting of Shareholders has decided to levy a total dividend of FF 401,258,825 from the «Share premium» account, representing a net dividend of 3.18 (FF 20.86) plus a tax credit of 1.59 (FF 10.43) to each of the 19,236,325 shares less the number of treasury shares (32,171), i.e. 19,204,154 shares. This deduction reduces the amount of share and merger premiums to FF 2,415,282,584. In the event of the Company holding a different number of treasury shares when the dividend is distributed, the deduction from the «Share and merger premium» account will change by the amount of the dividends not paid for this reason. The dividend will be payable on 10 July 2000. In addition, the Shareholders Meeting acknowledges that it has been informed by the Board of Directors, in accordance with Article 47 of Act no. 65.566 dated 12 July 1965, of the dividends distributed for the three previous financial years. Financial year Dividend Tax credit Total 1996 FF 19.00 FF 9.50 FF 28.50 1997 FF 19.50 FF 9.75 FF 29.25 1998 FF 20.07 FF 10.04 FF 30.11 FIFTH RESOLUTION The General Meeting of Shareholders takes note of the special report drawn up by the Statutory Auditors, in accordance with Articles 101 and 103 of the Act of 24 July 1966, and approves said report. SIXTH RESOLUTION The General Meeting of Shareholders renews the appointment as Director of ASSURANCES GÉNÉRALES DE FRANCE VIE, for a three-year period ending with the Shareholders Meeting called to pronounce on the financial statements for fiscal year 2002. SEVENTH RESOLUTION The General Meeting of Shareholders takes note that ASSURANCES GENERALES DE FRANCE IART has resigned its position as Director. EIGHTH RESOLUTION The General Meeting of Shareholders confirms the appointment of Mr Bertrand LETAMENDIA as Director. Mr LETAMENDIA was appointed on a provisional basis by the Board of Directors meeting of 8 March 2000 to replace ASSURANCES GÉNÉRALES DE FRANCE IART, which had resigned its position as Director, for the remainder of its term, i.e. until the Shareholders Meeting called to pronounce on the financial statements for fiscal year 2001. NINTH RESOLUTION The General Meeting of Shareholders notes that PRESERVATRICE FONCIÈRE TIARD and N.S.M.D. Bank have arrived at the end of their terms as Directors. TENTH RESOLUTION The General Meeting of Shareholders appoints Mr Antoine JEANCOURT GALIGNANI as Director, for a three-year period ending with the Shareholders Meeting called to pronounce on the financial statements for fiscal year 2002. ELEVENTH RESOLUTION The General Meeting of Shareholders renews the appointment of Mr Roger PAPAZ as Censor (non-voting Board member) for a three-year period ending with the Shareholders Meeting called to pronounce on the financial statements for fiscal year 2002. TWELFTH RESOLUTION The General Meeting of Shareholders sets the total annual amount of attendance fees to be paid to the Board of Directors and the Board of Censors at FF 500,000, and the supplementary attendance fees relating to fiscal year 1999 at FF 100,000. THIRTEENTH RESOLUTION The General Meeting of Shareholders confirms the Board s decision of 26 October 1999 to transfer the Company s registered address from 11, rue d Argenson in Paris (8 th arrondissement) to 2 ter, boulevard Saint-Martin (10 th arrondissement). As a result, Article 4 of the by-laws shall be modified as follows: «Article 4 - registered address - The registered address is 2 ter, boulevard Saint-Martin in the 10 th arrondissement of Paris. It may be transferred to any other location in Paris or in one of the contiguous territorial departments by decision of the Board of Directors, subject to confirmation of this decision by the next Ordinary General Meeting of Shareholders, and may be transferred to any other location whatsoever by virtue of a decision taken in an Extraordinary General Meeting.» 78 79
RESOLUTIONS GENERAL INFORMATION REGARDING THE ISSUER AND ITS SHARE CAPITAL 3.1 - GENERAL INFORMATION REGARDING GECINA AND ITS FOURTEENTH RESOLUTION The General Meeting of Shareholders, having heard the Board of Directors report and the prospectus approved by the Commission des Opérations de Bourse, renews the Board s authorisation to acquire shares in the Company in accordance with the provisions of Article 217-2 of the Act of 24 July 1966. The total share of the capital authorised for buy-back may at no time exceed the maximum authorised by law, i.e. 10% of the share capital, which at the present date represents a maximum of 1,923,632 shares having a face value of FF 100. The share purchases carried out by virtue of this authorisation and any re-sale of these shares must be conducted within the following limits: The maximum purchase price shall not exceed 135 (FF 885.54), And the minimum purchase price shall not be less than 75 (FF 491.97), subject to adjustments in connection with any operations involving the Company s equity. As a result, the maximum amount that the Company may pay for the shares is FF 1,703,456,832.36 ( 259,690,320). These shares may be acquired in one or more purchases and by any means, with the principal objectives of: Optimising the Company s financial and asset management; Regulating the price of the Company s shares on the Stock Market; Assigning or selling the shares to employees and managers under the profit-sharing plan, the stock option plan, employee ownership plans and company savings plans; Using them for payment or exchange, notably as part of mergers and acquisitions; To cancel them (subject to the authorisation of the Ordinary and Extraordinary General Meeting of Shareholders called by virtue of the following resolution). The present authorisation is granted for a period of eighteen months from this date and replaces the authorisations concerning share price regulation currently in force. The Board of Directors is explicitly authorised to delegate implementation of the decisions taken under the present authorisation to its Chairman. FIFTEENTH RESOLUTION The Extraordinary General Meeting of Shareholders, having heard the Board of Directors report and the special report of the Statutory Auditors, authorises the Board, in accordance with Article 217-2 of the Act of 24 July 1966, to cancel all or part of the shares acquired by the Company within the limit of 10% of its share capital per period of 24 months and to reduce the share capital accordingly, allocating the difference between the buy-back price and the face value of the cancelled shares to available premiums and reserves. The Shareholders Meeting delegates full power to the Board of Directors, which is authorised to delegate it further, to handle any conflicts arising from the capital reductions following the share cancellations authorised by the present resolution and to modify the by-laws accordingly. This delegation is granted for a period of 24 months from this date. SIXTEENTH RESOLUTION The General Meeting of Shareholders grants full power to the bearer of a copy or excerpt of the minutes of the present meeting to handle all necessary registration procedures, publications and other formalities. SHARE CAPITAL 3.1.1. General information regarding GECINA Registered name: GECINA - Registered address: 2 ter, boulevard Saint-Martin, Paris (10 th arrondissement). Legal status: Société anonyme governed by the Act of 24 July 1966, the Decree of 23 March 1967 and subsequent laws and regulations. Governing legislation: French legislation. Creation date and term: The Company was formed on 23 February 1959 for a period of 99 years ending 22 February 2058. Legal purpose (Article 2 of the Company s by-laws) The purpose of the Company is to manage rental buildings or groups of buildings located in France and abroad, and to this end: To acquire land for construction or similar assets, by purchase, exchange, compensation in kind or other means; To construct buildings or groups of buildings; To acquire existing buildings or groups of buildings, by purchase, exchange, compensation in kind or other means; To finance acquisition and construction; To let, administer and manage buildings of all kinds on its own behalf or for third parties; To alienate all properties and property rights; To take equity stakes in any companies or bodies whose activities are related to the legal purpose of the Company, by capital contribution, subscription of shares, purchase or exchange of shares and voting rights or other means; And generally to conduct any financial and investment operations related directly or indirectly to the Company s legal purpose and likely to facilitate the development and the fulfilment of this purpose. Paris Companies Register (Registre du Commerce et des Sociétés): RCS PARIS B 592 014 476 Identification number: SIRET 592 014 476 00085 APE code: 702 A. Location where documents or information related to the company can be consulted: Registered address. Fiscal year: The Company s fiscal year begins 1 January and ends on 31 December, lasting twelve months. Statutory distribution of income: Net income for the year, as established in accordance with legal provisions, is at the disposal of the General Meeting of Shareholders. The profits available for distribution are equal to the net income for the year, less losses from previous years and 80 81
GENERAL INFORMATION REGARDING THE ISSUER AND ITS SHARE CAPITAL amounts written off to reserves in accordance with French law, plus retained earnings. After approving the financial statements and calculation of distributable amounts, the General Meeting of Shareholders decides on the share to be allocated to shareholders as dividends. The General Meeting of Shareholders called to pronounce on the yearly financial statements may offer each shareholder the option of receiving payment for part or all of the dividend or dividend instalment either in cash or in common shares issued by the Company, the price of any such shares to be set in advance as prescribed by French law. This option must be proposed to all shareholders simultaneously. However, except in the case of capital reductions, no distribution can be approved when the amount of shareholders equity is, or would become after the distribution, less than the sum of the share capital plus legal reserves and any reserves which are not available for legal or regulatory reasons. The date, the nature and the location of the dividend payment are set by the Annual General Meeting or, failing this, by the Board of Directors. Dividends must be paid within nine months from the end of the financial year. The Shareholders Meeting decides how to allocate the net balance to be brought forward, either to retained earnings or to one or more types of reserves. General Meetings of Shareholders: General Meetings of Shareholders are called and their deliberations conducted in accordance with French law. Meetings are held either at the registered address or at any other location specified in the meeting notification. Any shareholder may participate in General Meetings, either in person or by proxy, on providing proof of his or her identity and ownership of shares. Proof of ownership must be in the form of either registered shares or a certificate deposited by a registered intermediary at the location specified in the meeting notification, stating that the shares in the shareholder s account will be unavailable until the date of the General Meeting. The above formalities must be completed at least five days before the Shareholders Meeting. The voting right attached to shares is proportional to the percentage of the share capital owned, with each share entitling the bearer to one vote. General Meetings of Shareholders are conducted by the Chairman of the Board of Directors, or in his or her absence, by the Vice Chairman or a Director specifically appointed by the Board. If none of the above is present, a chairman is elected by the General Meeting. Minutes of Shareholders Meeting are drawn up and copies are certified and sent in accordance with French law. Declaration of reaching authorised limits of share ownership: In addition to the obligation to declare when exceeding legal limits, shareholders are obliged to declare their holdings within fifteen days of exceeding the threshold of 2% of the share capital or voting rights, as well as any multiple of this percentage. If this information is not provided, the shares exceeding the limit that should have been declared lose their voting rights in accordance with the law, provided that one or more shareholders holding 5% of the share capital make a written request to this effect in the minutes of the General Meeting. 3.1.2 - General information regarding the share capital Conditions governing changes in the share capital and the voting rights attached to each share category: The Extraordinary General Meeting of Shareholders may delegate to the Board of Directors the power to make changes in the share capital and the number of shares, notably in case of an increase or reduction in share capital. The Ordinary and Extraordinary General Meeting of 18 December 1998 delegated full power to the Board of Directors to convert the share capital to the euro. The Ordinary and Extraordinary General Meeting of 18 December 1998 delegated full power to the Board of Directors to decide whether to eliminate all references to the face value of shares from the by-laws when converting the share capital to the euro. Share capital: As of 31 December 1999, the share capital amounted to FF 1,923,632,500, comprised of 19,236,325 fully paid-up shares with a face value of FF 100, all having the same voting rights (Article 6 of the by-laws). The share capital has not changed since 31 December 1999. Authorised unissued capital: The Ordinary and Extraordinary General Meeting of Shareholders of 18 December 1998 granted to the Board of Directors: The power to increase the share capital, on one or more occasions, up to the maximum nominal amount of five hundred million French francs by full or partial capitalisation, successively or simultaneously, of reserves, income, issue premiums, and merger or asset transfer premiums. The increase in share capital would be accomplished by issuing and allotting free shares or by increasing the face value of shares or both means simultaneously. This authorisation is granted for a period of twenty-six months; The power to issue, on one or more occasions, to the extent and at the times it judges best, both in France and abroad, in French francs, foreign currencies, euros or other currency units based on a basket of currencies, shares in the Company and any other securities of any kind whatsoever that entitle bearers to Company shares, immediately or in the future, at a given date or at any time. Specifically, such securities may be bonds or linked to bond issues, or they may be intermediate securities. The amount of the share capital increases realised immediately or in the future by virtue of the above delegation may not exceed four hundred million French francs in face value, plus if appropriate the face value of additional shares issued, as required by French law, to preserve the rights of those who hold securities giving access to shares. The maximum face value of the bonds issued under the above delegation may not exceed one billion French francs or French franc equivalents at the time of issue. These issues may either retain or eliminate the preferred right to subscription. This authorisation is granted for a period of twenty-six months. Securities giving access to the share capital: The Company has issued convertible bonds which give rights to the share capital as well as options to purchase or subscribe share capital. 82 83
GENERAL INFORMATION REGARDING THE ISSUER AND ITS SHARE CAPITAL On 3 October 1997, the Company issued a convertible bond for a total amount of FF 876,176,400, composed of 1,460,294 bonds with a face value of FF 600 and a nominal yield of 3.25%. Each bond may be converted to one share at any time until maturity on 1 January 2004, when they will be redeemed for FF 668.32 per bond. As of 31 December 1999, 146,208 bonds had been converted. The potential number of shares involved is 1,314,086. The convertible bonds issued by SEFIMEG will be converted on the basis of the adjustment decided on by the Extraordinary General Meeting of 8 July 1999, namely 8/13 of a GECINA share for one SEFIMEG convertible bond. As of 31 December 1999, 340 bonds had been converted. The potential number of GECINA shares is 687,078, given the cancellation of 320,078 SEFIMEG bonds because of the merger. Following the take-over merger of UIF, the Company assumed UIF s commitments relating to a stock option scheme of 12,000 UIF shares. As of 31 December 1999, all the options had been exercised. There are no ex-gfc stock options outstanding. The Company has not issued founder member shares or voting rights certificates. No other existing securities provide access to the Company s share capital. 3.1.3 - Share capital and voting rights Breakdown of share capital and voting rights: The total number of voting rights as of 31 December 1999 was 19,236,325, which is equal to the number of shares. At that date, the breakdown of share capital, to the best of the Company s knowledge, was as follows: Shareholders Share capital Voting rights Number % Number % Groupe A.G.F. 4,947,623 25.9 4,947,623 25.9 Groupe AZUR-GMF 3,503,636 18.2 3,503,636 18.2 BATIPART 1,058,000 5.5 1,058,000 5.5 ARTEMIS 950,025 4.9 950,025 4.9 Others investors and individuals 8,751,300 45.5 8,751,300 45.5 Treasury shares 26,014 0.1 26,014 0.1 Total 19,236,325 100.00% 19,236,325 100.00% CHANGE IN SHARE CAPITAL SINCE 1 JANUARY 1991 (in FF): Year Share capital Capital Issue or merger Share capital at 1 January increase premium as of 31 december 1991 436,704,700 438,341,500 (1) - 184,500 (2) - 875,230,800 1992 875,230,800 945,600 (3) - 876,176,400 1998 876,176,400 331,223,400 (4) 1,659,429,234 (4) 39,076,200 (5) 155,234,294 3,300 (6) 16,500 1,246,479,300 1999 1,246,479,300 95,002,500 (7) 180,171,775 (7) 371,271,200 (8) 777,008,265 (8) 211,314,000 (9) 338,462,215 (9) 14,617,500 (10) 73,087,500 (10) 800 (11) 6,480 (11) 574,100 (12) 1,676,372 (12) (- 15,626,900) (13) (- 57,092,003) (13) 1,923,632,500 (1) Merger with GFII (issue of 4,383,415 shares, effective 1 January 1991). (2) Conversion of ex-gfii bonds (issue of 1,846 shares, effective 1 January 1991). (3) Conversion of ex-gfii bonds (issue of 9,456 shares, effective 1 January 1992). All of the ex-gfii bonds have now been subscribed or redeemed. (4) Issue of GFC shares in consideration of shares transferred by UIF shareholders during the take-over bid from 5 June 1998 to 9 July 1998. (5) Merger with UIF (issue of 390,762 shares, effective 1 January 1998). (6) Conversion of 33 bonds (issue of 33 shares, effective 1 January 1998). (7) Merger with ARTEMIS IMMOBILIER (issue of 950,025 shares). (8) Merger with SEFIMEG (issue of 3,712,712 shares, effective 1 January 1999). (9) Merger with BATIBAIL (issue of 2,113,140 shares, effective 1 January 1999). (10) Conversion of 146,175 ex-gfc 3.25% bonds (issue of 146,175 shares). (11) Conversion of 8 SEFIMEG 3.75% bonds (issue of 8 shares, effective 1 January 1999). (12) Exercise of 5,741 stock options (issue of 5,741 shares, effective 1 January 1999). (13) Capital reduction resulting from the cancellation of 156,269 treasury shares. Employees hold shares in the country, on a very small scale, through an employee investment trust (fonds commun de placement d entreprise, or FCPE) that forms part of an employee savings plan. To the best of our knowledge, no other shareholder owns more than 5% of the share capital and voting rights. The percentage of share capital and voting rights held by members of the Board of Directors and senior managers is 60%. The total number of shareholders is approximately 22,000. There are no shareholders alliances. Changes in the breakdown of the share capital over the last five years: AGF Group s stake fell from 40.2% to 25.9% owing to the take-over mergers of the SEFIMEG and BATIBAIL Groups. BATIBAIL sold the bulk of its shares in September 1998, and BATIPART held 5.5% of the share capital following the take-over merger of IMMOBILIÈRE BATIBAIL. The interest of AZUR-GMF Group rose from 14.3% to 18.2% at end 1999. The change in shareholders stakes was as follows: 1995 1996 1997 1998 1999 A.G.F. GROUP 40.2% 35.6% 37.5% 33.6% 25.9% AZUR-GMF GROUP 14.3% 20.0% 23.0% 25.0% 18.2% BATIPART - - - - 5.5% ARTEMIS - - - - 4.9% C.N.P. 4.8% 4.8% 4.5 % 3.0% 4.4% Real estate funds 11.0% 11.0% 11.5 % 7.3% 7.0% Other investors and individuals 29.7% 28.6% 23.5 % 31.1% 34.1% 100% 100% 100 % 100% 100% 84 85
GENERAL INFORMATION REGARDING THE ISSUER AND ITS SHARE CAPITAL Transactions involving treasury shares: The General Meeting of Shareholders of 8 July 1999 renewed, for a period of eighteen months, the authorisation granted to the Company to purchase its own shares on the Stock Exchange in order to stabilize the share price. The maximum purchase price was set at 135 (FF 885.54) and the minimum selling price at 75 (FF 491.97). The maximum number of treasury shares authorised is equivalent to 10% of the share capital. In 1999, the Extraordinary General Meeting of Shareholders of 16 December 1999 cancelled all of the shares held at that date (156,269 shares). Since that time, the Company has acquired 16,014 shares. 3.1.4 Stock market COMPANY SHARES Listing: All 19,236,325 Company shares are traded on the Monthly Settlement board of the Paris Stock Exchange (Sicovam code: 13 151). Trading on other stock markets: None. Trading volumes, in terms of shares and capital VOLUME OF TRANSACTIONS SINCE 1 JANUARY 1999 Number of shares Average amt. of capital Highest Lowest Month exchanged exchanged per month price price per month (million euros) (euros) (euros) JANUARY 1999 485,988 73.17 103.50 98.30 FEBRUARY 1999 126,346 19.49 104.30 101.00 MARCH 1999 92,807 14.59 108.90 102.00 APRIL 1999 243,826 24.90 107.00 98.30 MAY 1999 142,142 14.67 106.00 101.80 JUNE 1999 267,081 29.75 114.50 104.10 JULY 1999 347,954 39.22 117.70 109.40 AUGUST 1999 158,052 17.62 116.00 102.00 SEPTEMBER 1999 147,687 16.55 114.50 109.20 OCTOBER 1999 127,437 14.49 116.00 110.50 NOVEMBER 1999 169,763 19.32 117.00 112.00 DECEMBER 1999 545,594 60.28 115.80 104.20 JANUARY 2000 459,338 50.26 112.80 106.60 FEBRUARY 2000 340,658 36.16 109.80 101.50 MARCH 2000 1,042,370 110.73 114.00 104.00 TRADING VOLUMES AND CHANGE IN SHARE PRICE FOR THE LAST FIVE YEARS Year Number of shares Number of trading Highest Lowest Last exchanged days price price price 1995 1,035,140 248 404 337 368 1996 1,574,418 249 478 368 469.5 1997 1,708,452 250 570 462 525 1998 1,417,328 242 713 513 665 1999* 2,853,677 254 117.70 98.3 112 Source Fininfo * From January 1999 share prices are given in euros. CONVERTIBLE BONDS The GECINA (ex-gfc) 3.25% October 1997 convertible bonds are listed on the Paris Stock Exchange. TRADING VOLUMES AND CHANGE IN BOND PRICE Number of bonds Average amt. of capital Highest Lowest Month exchanged exchanged per month price price per month (million euros) (euros) (euros) JANUARY 1999 33,432 3.51 110.0 104.7 FEBRUARY 1999 183 0.02 110.0 99.2 MARCH 1999 1,126 0.11 103.9 97.9 APRIL 1999 444 0.05 108.8 102.3 MAY 1999 839 0.09 109.2 103.0 JUNE 1999 8,419 0.90 111.9 105.0 JULY 1999 14,309 1.57 113.0 107.0 AUGUST 1999 7,894 0.85 111.5 106.5 SEPTEMBER 1999 2,229 0.25 113.3 108.0 OCTOBER 1999 1,706 0.19 113.3 108.8 NOVEMBER 1999 301 0.03 114.5 110.0 DECEMBER 1999 201 0.02 112.0 105.5 JANUARY 2000 549 0.06 111.0 102.4 FEBRUARY 2000 2,965 0.32 109.9 98.2 MARCH 2000 457 0.05 105.0 99.8 Source Fininfo As of 31 December 1999, 146,208 bonds had been converted to shares. Source Fininfo 86 87
GENERAL INFORMATION REGARDING THE ISSUER AND ITS SHARE CAPITAL The GECINA (ex-sefimeg) 3.75% 1993 convertible bonds are listed on the Paris Stock Exchange. TRADING VOLUMES AND CHANGE IN BOND PRICE Dividends Number of bonds Average amt. of capital Highest Lowest Month exchanged exchanged per month price price per month (million euros) (euros) (euros) JANUARY 1999 42,055 4.21 102.00 99.00 FEBRUARY 1999 1,367 0.13 100.00 99.80 MARCH 1999 14,671 1.46 101.00 99.60 APRIL 1999 5,234 0.53 102.70 100.50 MAY 1999 558 0.06 102.10 101.50 JUNE 1999 2,011 0.20 102.70 98.00 JULY 1999 20,684 2.09 102.00 99.10 AUGUST 1999 3,007 0.30 102.70 100.70 SEPTEMBER 1999 14,930 1.51 102.40 100.75 OCTOBER 1999 1,018 1.04 102.69 100.30 NOVEMBER 1999 737 0.07 102.50 100.95 DECEMBER 1999 1,295 1.31 103.00 100.00 JANUARY 2000 1,473 1.47 101.35 94.00 FEBRUARY 2000 5,374 0.54 102.00 92.00 MARCH 2000 13,790 1.32 98.46 92.00 As of 31 December 1999, 340 bonds had been converted to shares. Dividends are paid on the date and at the locations prescribed by the General Meeting of Shareholders, or failing this by the Board of Directors, within at most nine months from the end of the financial year. If shareholders are given the option of taking the dividend in shares, this operation should be carried out within at most three months from the date of the General Meeting. According to French law, any dividends not claimed within five years from payment day are considered void and escheat to the government. Financial Total distribution Number Net dividend Dividend paid per share year (FF thousand) of share (FF) Tax credit Total dividend 31 12 1995 162,092,634 8,761,764 18.50 9.25 27.75 31 12 1996 164,986,671 8,761,764 19.00 9.50 28.50 31 12 1997 167,807,153 8,761,764 19.50 9.75 29.25 31 12 1998 247,060,192 12,464,793 20.07 10.04 30.11 31 12 1999 401,258,825 19,236,325 20.86 10.43 31.29 Any dividends not claimed within five years are considered void and revert to the tax authorities: Direction Générale des Impôts, bureau des curatelles - 15, rue Scribe - Paris (9 th arrondissement). PROPERTY PORTFOLIO Territorial City Address Year of Residential Office & Total Company Dept. completion floor commercial floor space space space Working Property 75 PARIS 1 st 16, rue Duphot 1850/1988 (1) 0 1,405 1,405 GECINA 75 PARIS 1 st 7, place de Valois 1800 0 1,028 1,028 LA FONCIERE VENDOME 75 PARIS 1 st 10, rue du Mont-Thabor 1883 998 569 1,567 LA FOURMI IMMOBILIERE 75 PARIS 1 st 55, boulevard de Sébastopol 1880 577 763 1,340 LA FOURMI IMMOBILIERE 75 PARIS 1 st 184, rue de Rivoli - 2, rue de l Echelle 1880 1,264 918 2,182 SAS 184 RUE DE RIVOLI 75 PARIS 1 st 8/10, rue Villedo 1970 0 1,366 1,366 FONCIERE DE LA CITE 75 PARIS 1 st 48, rue de l Arbre-Sec 1750/1990 (1) 0 1,736 1,736 FC TRANSACTIONS 75 PARIS 2 nd 35, avenue de l Opéra 1878 545 1,739 2,284 LA FONCIERE VENDOME 75 PARIS 2 nd 64, rue Tiquetonne - 48, rue Montmartre 1850 4,484 5,719 10,203 LA FONCIERE VENDOME 75 PARIS 2 nd 26/28, rue Danielle Casanova 1800 252 1,130 1,382 LA FOURMI IMMOBILIERE 75 PARIS 2 nd 36, rue des Jeuneurs 1869 630 1,205 1,835 LA FOURMI IMMOBILIERE 75 PARIS 2 nd 5, rue de Marivaux 1790 0 1,420 1,420 LA FOURMI IMMOBILIERE 75 PARIS 2 nd 3, rue du Quatre-Septembre 1870 343 1,094 1,437 LA FOURMI IMMOBILIERE 75 PARIS 2 nd 10, rue du Quatre-Septembre 1870 105 2,555 2,660 LA FOURMI IMMOBILIERE 75 PARIS 2 nd 122, rue Réaumur 1890 386 3,188 3,574 LA FOURMI IMMOBILIERE 75 PARIS 2 nd 10, rue Saint-Augustin 1850 1,591 836 2,427 GECINA 75 PARIS 2 nd 120, rue Réaumur 1880 0 1,198 1,198 FC TRANSACTIONS 75 PARIS 2 nd 6 bis, rue Bachaumont 1880 1,000 1,092 2,092 FC TRANSACTIONS 75 PARIS 3 rd 4, rue Beaubourg 1928/1990 (1) 0 2,329 2,329 SAS 4, RUE BEAUBOURG 75 PARIS 3 rd 7-7 bis, rue Saint-Gilles 1987 2,713 135 2,848 GECINA 75 PARIS 5 th 21, rue Galande and 2, rue des Anglais 1800 656 158 814 GECINA 75 PARIS 6 th 1, carrefour Croix-Rouge 1876 982 209 1,191 LA FOURMI IMMOBILIERE 75 PARIS 6 th 25, rue du Montparnasse 1894 1,963 0 1,963 LA FOURMI IMMOBILIERE 75 PARIS 6 th 125, boulevard Saint-Germain 1900 1,290 320 1,610 LA FOURMI IMMOBILIERE 75 PARIS 7 th 5, avenue Bosquet 1933 2,082 0 2,082 LA FONCIERE VENDOME 75 PARIS 7 th 169, rue de Grenelle 1830 268 91 359 LA FOURMI IMMOBILIERE 75 PARIS 7 th 16, rue Pérignon 1911 1,744 102 1,846 LA FOURMI IMMOBILIERE 75 PARIS 7 th 42, boulevard Raspail 1900 1,058 220 1,278 LA FOURMI IMMOBILIERE 75 PARIS 7 th 64, rue de Varenne 1793 0 560 560 LA FOURMI IMMOBILIERE 75 PARIS 7 th 262, boulevard Saint-Germain 1880 705 556 1,261 SAS 262, BD ST-GERMAIN 75 PARIS 7 th 266, boulevard Saint-Germain 1880 963 141 1,104 SAS 266, BD ST-GERMAIN 75 PARIS 7 th 64/66, rue des Saints-Pères 1800 793 146 939 FONCIERE DE LA CITE 75 PARIS 8 th 26, rue de Berri 1971 0 1,420 1,420 SCI BERRI 75 PARIS 8 th 151, boulevard Haussmann 1880 1,271 2,085 3,356 LA FONCIERE VENDOME 75 PARIS 8 th 153, boulevard Haussmann 1880 666 4,021 4,687 LA FONCIERE VENDOME 75 PARIS 8 th 155, boulevard Haussmann 1880 449 3,676 4,125 LA FONCIERE VENDOME 75 PARIS 8 th 19, rue de Lisbonne 1930 1,656 0 1,656 LA FONCIERE VENDOME 75 PARIS 8 th 22, rue du Général-Foy 1894 33 2,579 2,612 LA FONCIERE VENDOME 75 PARIS 8 th 39, rue de l Arcade 1895 557 165 722 LA FONCIERE VENDOME 75 PARIS 8 th 50, rue des Mathurins 1840 0 913 913 LA FONCIERE VENDOME 75 PARIS 8 th 43, avenue de Friedland rue Arsène-Houssaye 1867 0 1,672 1,672 SAS 43, AV. FRIEDLAND 75 PARIS 8 th 31, rue d Amsterdam 1895 760 1,335 2,095 GECINA 75 PARIS 8 th 44, rue Bassano / 11, rue Magellan 1907 4,335 590 4,925 LA FOURMI IMMOBILIERE 75 PARIS 8 th 27, rue Daru 1912 1,567 0 1,567 LA FOURMI IMMOBILIERE 75 PARIS 8 th 29, avenue Franklin D.-Roosevelt 1860 1,538 0 1,538 GECINA 75 PARIS 8 th 12, avenue Franklin D.-Roosevelt 1880 1,823 1,202 3,025 LA FOURMI IMMOBILIERE 75 PARIS 8 th 57, avenue Franklin D.-Roosevelt 1890 127 1,708 1,835 LA FOURMI IMMOBILIERE 75 PARIS 8 th 38, avenue George-V and 53, rue François-1 er 1961 0 1,352 1,352 LA FOURMI IMMOBILIERE 75 PARIS 8 th 37, rue du Général-Foy 1882 2,112 515 2,627 LA FOURMI IMMOBILIERE 75 PARIS 8 th 165, boulevard Haussmann 1866 1,042 752 1,794 LA FOURMI IMMOBILIERE 75 PARIS 8 th 166, boulevard Haussmann 1880 1,652 224 1,876 LA FOURMI IMMOBILIERE 75 PARIS 8 th 169, boulevard Haussmann 1880 661 1,069 1,730 GECINA 75 PARIS 8 th 30, rue de Laborde 1930 816 110 926 LA FOURMI IMMOBILIERE 75 PARIS 8 th 55, boulevard Malesherbes 1880 993 262 1,255 LA FOURMI IMMOBILIERE 75 PARIS 8 th 41, avenue Montaigne 1924 106 1,958 2,064 LA FOURMI IMMOBILIERE 75 PARIS 8 th 64, rue de Lisbonne et rue Murillo 1987 0 4,700 4,700 GECINA (1) Original construction date followed by renovation dates. 89 88 89
PROPERTY PORTFOLIO Territorial City Address Year of Residential Office & Total Company Dept. completion floor commercial floor space space space Territorial City Address Year of Residential Office & Total Company Dept. completion floor commercial floor space space space 75 PARIS 8 th 4, rue Rembrandt 1890 838 377 1,215 LA FOURMI IMMOBILIERE 75 PARIS 8 th 59/61, rue du Rocher 1964 0 3,657 3,657 GECINA 75 PARIS 8 th 80, rue du Rocher 1903 1,990 179 2,169 LA FOURMI IMMOBILIERE 75 PARIS 8 th 51, rue de Rome 1865 1,211 501 1,712 LA FOURMI IMMOBILIERE 75 PARIS 8 th 162, rue du Faubourg-Saint-Honoré 1953 0 1,941 1,941 LA FOURMI IMMOBILIERE 75 PARIS 8 th 3, rue Treilhard 1866 802 610 1,412 LA FOURMI IMMOBILIERE 75 PARIS 8 th 24, rue de la Ville-l Evêque 1850 1,339 202 1,541 LA FOURMI IMMOBILIERE 75 PARIS 8 th 38/42, avenue de Wagram 1880 5,577 952 6,529 SAS 38-42, AV. DE WAGRAM 75 PARIS 8 th 48, boulevard Malesherbes and 22, rue de la Bienfaisance 1880 2,356 809 3,165 SAS 48, BD MALESHERBES 75 PARIS 8 th 34, avenue Marceau 1880 0 650 650 GECINA 75 PARIS 8 th 1/8, square du Roule and 221/225, Faubourg-Saint-Honoré 1880 18,285 2,556 20,841 FONCIERE DE LA CITE 75 PARIS 8 th 217/219, rue du Faubourg-Saint-Honoré 1880 3,376 3,594 6,970 FONCIERE DE LA CITE 75 PARIS 8 th 47, rue de Berri 1880 1,336 386 1,722 FONCIERE DE LA CITE 75 PARIS 8 th 10, rue Jean-Goujon 1880 0 1,119 1,119 FC TRANSACTIONS 75 PARIS 8 th 93, rue du Faubourg-Saint-Honoré 1880 1,066 510 1,576 FONCIERE DE LA CITE 75 PARIS 8 th 195, rue du Faubourg-Saint-Honoré 1880 2,033 338 2,371 FONCIERE DE LA CITE 75 PARIS 8 th 29, rue de la Bienfaisance 1880 0 876 876 SA INVESTIBAIL 75 PARIS 8 th 38, avenue Hoche 1880 0 380 380 SA INVESTIBAIL 75 PARIS 8 th 73, rue d Anjou 1880 0 1,311 1,311 SAS 73, RUE D ANJOU 75 PARIS 9 th 6, rue d Amsterdam - Le Vermeer 1990 0 1,771 1,771 GECINA 75 PARIS 9 th 13/19, cité de Trévise 1998 2,773 0 2,773 GECINA 75 PARIS 9 th 21, rue Auber 1866 300 1,227 1,527 LA FOURMI IMMOBILIERE 75 PARIS 9 th 44, rue Blanche 1890 957 1,158 2,115 LA FOURMI IMMOBILIERE 75 PARIS 9 th 21, rue Condorcet 1881 1,579 404 1,983 LA FOURMI IMMOBILIERE 75 PARIS 9 th 16, cité de Trévise 1881 322 60 382 LA FOURMI IMMOBILIERE 75 PARIS 9 th 21, rue Drouot 1861 140 857 997 LA FOURMI IMMOBILIERE 75 PARIS 9 th 16, boulevard Montmartre 1820 1,457 3,250 4,707 LA FOURMI IMMOBILIERE 75 PARIS 9 th 32, boulevard Poissonnière 1900 0 1,138 1,138 LA FOURMI IMMOBILIERE 75 PARIS 9 th 34, rue Pierre-Semard 1869 963 175 1,138 LA FOURMI IMMOBILIERE 75 PARIS 9 th 3, rue Hippolyte-Lebas 1850 659 163 822 FONCIERE DE LA CITE 75 PARIS 9 th 27, rue Ballu 1850 2,304 151 2,455 FC TRANSACTIONS 75 PARIS 9 th 6 bis, rue de Chateaudun 1880 857 53 910 FC TRANSACTIONS 75 PARIS 9 th 63, boulevard Rochechouart 1960 0 1,313 1,313 FC TRANSACTIONS 75 PARIS 10 th 21, rue d Hauteville 1850 750 1,850 2,600 GECINA 75 PARIS 10 th 141, rue La Fayette 1898 1,060 640 1,700 GECINA 75 PARIS 10 th 2 ter, boulevard Saint-Martin and 1 ter, rue René-Boulanger 1972 0 6,400 6,400 GECINA 75 PARIS 10 th 51, boulevard de Strasbourg 1980 0 1,261 1,261 SAS 51, BD DE STRASBOURG 75 PARIS 11 th 89, boulevard Voltaire 1860 1,489 405 1,894 LA FONCIERE VENDOME 75 PARIS 11 th 93, boulevard Voltaire 1860 1,644 294 1,938 LA FONCIERE VENDOME 75 PARIS 11 th 28 bis, rue Popincourt 1900 0 348 348 LA FOURMI IMMOBILIERE 75 PARIS 12 th 25, avenue de Saint-Mandé 1964 3,619 161 3,780 GECINA 75 PARIS 12 th 12/14, boulevard de Picpus 1966 1,628 52 1,680 GECINA 75 PARIS 12 th 25/27, rue de Fécamp 1988 2,590 181 2,771 GECINA 75 PARIS 12 th 46, boulevard de Reuilly - 38, rue Taine 1972 8,541 2,655 11,196 LA FONCIERE VENDOME 75 PARIS 12 th 2, rue Charles-Baudelaire 1940 1,111 145 1,256 LA FOURMI IMMOBILIERE 75 PARIS 12 th 8/10, rue Jules-César 1976 3,934 708 4,642 LA FOURMI IMMOBILIERE 75 PARIS 12 th 29, avenue Ledru-Rollin 1929 2,120 534 2,654 LA FOURMI IMMOBILIERE 75 PARIS 12 th 220, rue du Faubourg-Saint-Antoine 1969 6,535 1,019 7,554 GECINA 75 PARIS 12 th 24/26, rue Sibuet 1970 9,760 85 9,845 GECINA 75 PARIS 12 th 58/62, quai de la Rapée (PARKING) (2) 1990 0 0 0 S.P.L. 75 PARIS 13 th 49/53, rue Auguste-Lançon and 26, rue de Rungis 1971 3,413 1,800 5,213 GECINA 75 PARIS 13 th 2/12, rue Charbonnel and 53, rue de l Amiral-Mouchez 1966 12,007 490 12,497 GECINA 75 PARIS 13 th 13, rue Gandon 1969 10,635 0 10,635 LA FONCIERE VENDOME (2) 1,183 parking spaces. 75 PARIS 13 th 211/213, boulevard Vincent-Auriol and 194, avenue de Choisy 1971 0 2,414 2,414 GECINA 75 PARIS 13 th 17, rue Albert-Bayet and 205, boulevard Vincent-Auriol 1971 20,004 1,072 21,076 GECINA 75 PARIS 13 th 184, avenue de Choisy 1970 81 0 81 GECINA 75 PARIS 13 th 22/24, rue Wurtz 1988 4,471 248 4,719 LA FOURMI IMMOBILIERE 75 PARIS 13 th 39/41, rue de la Glacière 1960 3,459 0 3,459 FC TRANSACTIONS 75 PARIS 14 th 36/38, rue Cabanis 1975 3,911 1,124 5,035 GECINA 75 PARIS 14 th 26, rue du Commandant-René-Mouchotte 1966 21,076 0 21,076 GECINA 75 PARIS 14 th 51/57, rue Froidevaux and 6, rue Deparcieux 1980 3,290 0 3,290 GECINA 75 PARIS 14 th 119, rue d Alésia 1990 933 337 1,270 LA FONCIERE VENDOME 75 PARIS 14 th 10/18, rue des Mariniers 1970 0 2,221 2,221 GECINA 75 PARIS 14 th 11, boulevard Brune 1973 0 2,781 2,781 GECINA 75 PARIS 14 th 94 bis, rue Didot and 2, allée des Hortensias 1993 2,130 0 2,130 GECINA 75 PARIS 14 th 47, rue Froidevaux 1980 3,109 0 3,109 LA FOURMI IMMOBILIERE 75 PARIS 14 th 149/153, rue Raymond-Losserand 1979 3,564 599 4,163 LA FOURMI IMMOBILIERE 75 PARIS 14 th 120, avenue du Général-Leclerc 1880 0 1,722 1,722 FC TRANSACTIONS 75 PARIS 15 th 22, rue de Cherbourg 1965 1,497 0 1,497 GECINA 75 PARIS 15 th 199, rue Saint-Charles 1967 3,253 0 3,253 GECINA 75 PARIS 15 th 159/169, rue Blomet and 334/342, rue de Vaugirard 1971 21,524 5,310 26,834 GECINA 75 PARIS 15 th 191, rue Saint-Charles and 17, rue Varet 1960 12,319 0 12,319 GECINA 75 PARIS 15 th 74/80, rue Lecourbe 1971 21,917 6,581 28,498 GECINA 75 PARIS 15 th 10, rue du Docteur-Roux and 189/191, rue de Vaugirard 1967 13,015 2,739 15,754 GECINA 75 PARIS 15 th 31, quai de Grenelle (Mercure) 1973 0 8,250 8,250 GECINA 75 PARIS 15 th 148, rue de Lourmel 1965 21,979 802 22,781 LA FONCIERE VENDOME 75 PARIS 15 th 33, avenue du Maine 1991 0 1,822 1,822 GECINA 75 PARIS 15 th 22/24, rue Edgar-Faure 1996 6,774 301 7,075 SCI DUPLEIX SUFFREN 75 PARIS 15 th 6/8, rue Dulac 1971 2,628 357 2,985 LA FOURMI IMMOBILIERE 75 PARIS 15 th 45, rue d Alleray 1979 3,484 0 3,484 LA FOURMI IMMOBILIERE 75 PARIS 15 th 170, rue Saint-Charles and 55, rue des Bergers 1965 2,856 1,148 4,004 GECINA 75 PARIS 15 th 5/11, rue Alexandre-Cabanel and 33/37, avenue de Lowendal 1930 20,521 933 21,454 LA FOURMI IMMOBILIERE 75 PARIS 15 th 5, rue Alexandre-Cabanel 1930 0 751 751 LA FOURMI IMMOBILIERE 75 PARIS 15 th 22/34, rue Balard 1971 9,252 1,133 10,385 GECINA 75 PARIS 15 th 11 bis, rue César-Franck 1905 1,614 0 1,614 LA FOURMI IMMOBILIERE 75 PARIS 15 th 207/211, rue Saint-Charles 1981 8,636 0 8,636 GECINA 75 PARIS 15 th 5, boulevard Garibaldi 1972 2,128 1,014 3,142 LA FOURMI IMMOBILIERE 75 PARIS 15 th 85/89, boulevard Pasteur 1965 16,451 0 16,451 GECINA 75 PARIS 15 th 39/41, rue Olivier-de-Serres 1978 2,270 0 2,270 LA FOURMI IMMOBILIERE 75 PARIS 15 th 26, rue Linois 1979 11,634 0 11,634 SCI DE LA TOUR H15 75 PARIS 15 th 16, rue Linois (Centre Commercial Beaugrenelle) 1979 0 26,007 26,007 SCI BEAUGRENELLE 75 PARIS 15 th 37, boulevard de Grenelle 1880 855 55 910 SAS 37, BD GRENELLE 75 PARIS 15 th 28, rue du Docteur-Finlay and 5, rue Sextius-Michel 1960 0 3,444 3,444 FONCIERE DE LA CITE 75 PARIS 15 th 58, rue de la Fédération 1900 313 0 313 SA INVESTIBAIL 75 PARIS 16 th 43, avenue Marceau - 14, rue Bassano 1928 0 1,314 1,314 SAS 43, AV. MARCEAU 75 PARIS 16 th 6/14, rue Rémusat 1962 15,987 1,023 17,010 GECINA 75 PARIS 16 th 8/10, rue Oswaldo-Cruz 1930 6,076 0 6,076 LA FONCIERE VENDOME 75 PARIS 16 th 112, rue Michel-Ange 1966 1,614 583 2,197 GECINA 75 PARIS 16 th 17/19, rue Mesnil and 48, rue Saint-Didier 1963 12,822 143 12,965 GECINA 75 PARIS 16 th 49/51, rue Erlanger 1962 3,232 0 3,232 LA FONCIERE VENDOME 75 PARIS 16 th 12, rue Mesnil 1963 2,298 0 2,298 LA FONCIERE VENDOME 75 PARIS 16 th 4/6, rue André-Colledebœuf 1930 5,588 0 5,588 LA FOURMI IMMOBILIERE 75 PARIS 16 th 11, chaussée de La Muette 1897 2,087 296 2,383 LA FOURMI IMMOBILIERE 75 PARIS 16 th 46 bis, rue Saint-Didier 1969 2,071 670 2,741 GECINA 90 91
PROPERTY PORTFOLIO Territorial City Address Year of Residential Office & Total Company Dept. completion floor commercial floor space space space Territorial City Address Year of Residential Office & Total Company Dept. completion floor commercial floor space space space 75 PARIS 16 th 23, boulevard Flandrin 1890 2,285 0 2,285 LA FOURMI IMMOBILIERE 75 PARIS 16 th 17, rue de Longchamp 1906 960 114 1,074 LA FOURMI IMMOBILIERE 75 PARIS 16 th 16, rue de Lübeck 1897 1,220 0 1,220 LA FOURMI IMMOBILIERE 75 PARIS 16 th 20, rue de Lübeck 1903 1,171 0 1,171 LA FOURMI IMMOBILIERE 75 PARIS 16 th 60, rue Michel-Ange 1910 1,073 74 1,147 LA FOURMI IMMOBILIERE 75 PARIS 16 th 1, avenue Paul-Doumer 1936 2,432 79 2,511 LA FOURMI IMMOBILIERE 75 PARIS 16 th 72/74, avenue Paul-Doumer 1931 4,863 0 4,863 LA FOURMI IMMOBILIERE 75 PARIS 16 th 66, rue de la Pompe 1890 1,131 943 2,074 LA FOURMI IMMOBILIERE 75 PARIS 16 th 146, rue de la Pompe 1880 1,310 108 1,418 LA FOURMI IMMOBILIERE 75 PARIS 16 th 60, avenue Paul-Doumer and 7, rue Vital 1880 3,708 743 4,451 FONCIERE DE LA CITE 75 PARIS 16 th 58, rue Michel-Ange 1880 1,325 0 1,325 FONCIERE DE LA CITE 75 PARIS 16 th 52, avenue Mozart 1880 886 105 991 FONCIERE DE LA CITE 75 PARIS 16 th 14/16, avenue Théophile-Gautier 1970 3,703 1,130 4,833 FC TRANSACTIONS 75 PARIS 16 th 48, boulevard Murat - 6, rue Raffaëlli 1952 4,550 0 4,550 SA INVESTIBAIL 75 PARIS 16 th 28, rue Dumont-d Urville 1880 0 1,382 1,382 GECINA 75 PARIS 16 th 4, rue de Galliera 1880 1,975 1,298 3,273 SAS 4, RUE GALLIERA 75 PARIS 16 th 17, rue de Galilée 1960 0 680 680 FONCIERE DE LA CITE 75 PARIS 17 th 10, rue Nicolas-Chuquet 1995 3,159 455 3,614 GECINA 75 PARIS 17 th 63, avenue de Villiers 1880 406 2,912 3,318 SCI 63, AVENUE DE VILLIERS 75 PARIS 17 th 75/77, rue de Tocqueville 1957 0 5,020 5,020 LA FONCIERE VENDOME 75 PARIS 17 th 43/45, avenue de Clichy and 2/4, rue Hélène 1991 0 3,900 3,900 GECINA 75 PARIS 17 th 16, rue Médéric 1970 0 1,500 1,500 GECINA 75 PARIS 17 th 121, rue de Courcelles 1908 960 218 1,178 LA FOURMI IMMOBILIERE 75 PARIS 17 th 155, rue de Courcelles 1929 2,699 531 3,230 LA FOURMI IMMOBILIERE 75 PARIS 17 th 4, rue Léon-Cosnard 1903 1,294 0 1,294 LA FOURMI IMMOBILIERE 75 PARIS 17 th 169/183, boulevard Péreire 7/23, rue Faraday - 49, rue Laugier 1882 20,661 1,713 22,374 LA FOURMI IMMOBILIERE 75 PARIS 17 th 118, boulevard Malesherbes 1931 2,027 36 2,063 LA FOURMI IMMOBILIERE 75 PARIS 17 th 122, boulevard Malesherbes 1910 0 524 524 LA FOURMI IMMOBILIERE 75 PARIS 17 th 25, rue du Colonel-Moll 1906 1,450 115 1,565 LA FOURMI IMMOBILIERE 75 PARIS 17 th 6, rue Mariotte 1904 1,023 0 1,023 LA FOURMI IMMOBILIERE 75 PARIS 17 th 12, rue Poncelet 1976 1,069 680 1,749 LA FOURMI IMMOBILIERE 75 PARIS 17 th 21, rue Poncelet 1902 1,596 85 1,681 LA FOURMI IMMOBILIERE 75 PARIS 17 th 7, rue Saint-Senoch 1909 1,922 0 1,922 LA FOURMI IMMOBILIERE 75 PARIS 17 th 38/40, rue de Lévis 1966 1,304 466 1,770 GECINA 75 PARIS 17 th 23, avenue Niel 1880 3,476 0 3,476 SAS 23, AVENUE NIEL 75 PARIS 17 th 86, avenue de Villiers 1880 907 241 1,148 SAS 86, AVENUE DE VILLIERS 75 PARIS 17 th 90, avenue de Villiers 1880 1,011 98 1,109 SAS 90, AVENUE DE VILLIERS 75 PARIS 17 th 14, avenue Carnot 1880 952 297 1,249 FC TRANSACTIONS 75 PARIS 17 th 7, rue Montenotte 1800 1,032 186 1,218 FONCIERE DE LA CITE 75 PARIS 17 th 11 bis, rue Ampère 1880 4,178 419 4,597 FC TRANSACTIONS 75 PARIS 17 th 42 bis, rue Cardinet 1911 1,569 42 1,611 FC TRANSACTIONS 75 PARIS 17 th 12, rue Torricelli 1800 0 2,620 2,620 FONCIERE DE LA CITE 75 PARIS 17 th 119, rue de Saussure 1960 0 360 360 GECINA 75 PARIS 18 th 40, rue des Abbesses 1907 1,951 188 2 139 LA FOURMI IMMOBILIERE 75 PARIS 18 th 88/92, boulevard Ney 1972 24,080 6,260 30,340 GECINA 75 PARIS 18 th 63 bis, rue Damrémont 1906 1,432 200 1,632 LA FOURMI IMMOBILIERE 75 PARIS 18 th 110, rue Marcadet 1978 2,389 220 2,609 LA FOURMI IMMOBILIERE 75 PARIS 19 th 25/31, rue Pradier and 63, rue Fessart 1965 14,526 358 14,884 GECINA 75 PARIS 19 th 70 bis/72, rue Botzaris and 10/12, villa des Buttes-Chaumont 1993 3,151 0 3,151 GECINA 75 PARIS 19 th 15/17, rue Henri-Ribière 1974 10,034 1,266 11,300 GECINA 75 PARIS 19 th 2/10, rue de Joinville 1978 4,662 394 5,056 LA FOURMI IMMOBILIERE 75 PARIS 19 th 133, rue Manin 1990 4,129 962 5,091 GECINA 75 PARIS 19 th 27/31, avenue de Flandre 1996 3,336 219 3,555 SA INVESTIBAIL 75 PARIS 20 th 42/52 et 58/60, rue de la Py 1967 7,967 498 8,465 GECINA 75 PARIS 20 th 20/24, rue de la Plaine and 15/17, rue de Lagny 1965 12,591 0 12,591 GECINA 75 PARIS 20 th 19/21, rue d Annam 1981 2,907 0 2,907 LA FOURMI IMMOBILIERE 75 PARIS 20 th 74/80, rue Buzenval 1982 2,279 208 2,487 LA FOURMI IMMOBILIERE 75 PARIS 20 th 2/6, rue Tolain 1979 3,993 0 3,993 LA FOURMI IMMOBILIERE 75 PARIS 20 th 157, boulevard Davout 1980 4,930 244 5,174 GECINA 75 PARIS 20 th 80/84, rue des Orteaux and 39, rue Rasselins 1985 5,139 0 5,139 GECINA SUB-TOTAL PARIS 670,418 235,217 905,635 60 CHANTILLY 1, rue de Salverte 1995 6,599 579 7,178 SA INVESTIBAIL 78 CHATOU 131, avenue du Maréchal Foch 1970 10,355 236 10,591 LA FONCIERE VENDOME 78 CHATOU 3, avenue de la Faisanderie 1972 1,723 0 1,723 LA FONCIERE VENDOME 78 LA CELLE-SAINT-CLOUD 16/22, avenue de Circourt 1966 3,539 0 3,539 GECINA 78 LE PECQ 60, route de Sartrouville 1987 0 4 674 4,674 GECINA 78 ST-GERMAIN-EN-LAYE 17, rue Félicien David 1966 2,996 0 2,996 GECINA 78 ST-GERMAIN-EN-LAYE 18/20, rue Félicien David 1974 1,749 0 1,749 GECINA 78 ST-GERMAIN-EN-LAYE 37, rue Rouget-de-L Isle 1987 2,228 0 2,228 GECINA 78 ST-GERMAIN-EN-LAYE 40/42 ter, rue des Ursulines and 2 bis/2 ter, rue de la Rochejacquelain 1988 13,613 0 13,613 LA FOURMI IMMOBILIERE 78 ST-GERMAIN-EN-LAYE 31/47, rue Saint-Fiacre and 10/28, rue Marie-Stuart 1987 2,568 0 2,568 GECINA 78 ST-QUENTIN-EN-YVELINES 3/9, rue Hélène-Boucher 1990 0 10,242 10,242 LA FONCIERE VENDOME 78 VERSAILLES 79, rue des Chantiers 1965 4,128 156 4,284 GECINA 78 VERSAILLES Petite Place - 9, rue Sainte-Anne 1968 13,899 2,675 16,574 GECINA 78 VERSAILLES 48, rue Albert-Joly 1966 1,968 175 2,143 LA FONCIERE VENDOME 78 VERSAILLES 13, avenue du Général-Pershing 1972 10,895 0 10,895 GECINA 91 EVRY 10/12, rue du Bel-Air 1994 0 2,563 2,563 GECINA 91 MASSY 2, rue de Rome 1966 8,720 0 8,720 GECINA 91 ORSAY 2/32, chemin des Vignes 1990 3,180 0 3,180 GECINA 91 WISSOUS Val-la-Croix - Route d Antony 1972 7,020 0 7,020 GECINA 92 ASNIERES 104, avenue d Argenteuil 1971 0 2,625 2,625 GECINA 92 BOULOGNE-BILLANCOURT 40, rue de l Est 1989 0 2,024 2,024 GECINA 92 BOULOGNE-BILLANCOURT 37/39, rue Marcel-Dassault 1993 0 1,343 1,343 GECINA 92 BOULOGNE-BILLANCOURT 94/98, rue de Bellevue 1974 4,474 0 4,474 GECINA 92 BOULOGNE-BILLANCOURT 7/9, rue Galliéni - 11, rue Henri-Martin 1996 9,399 0 9,399 GECINA 92 BOULOGNE-BILLANCOURT 73/77, rue de Sèvres 1973 0 5,790 5,790 GECINA 92 BOULOGNE-BILLANCOURT 218, boulevard Jean-Jaurès 1988 0 1,293 1,293 GECINA 92 BOULOGNE-BILLANCOURT 32/36, rue de Bellevue 1988 0 4,006 4,006 GECINA 92 BOULOGNE-BILLANCOURT 220/224, boulevard Jean-Jaurès 1988 0 1,986 1,986 GECINA 92 BOULOGNE-BILLANCOURT 59 bis/59 ter, rue des Peupliers 1993 2,740 292 3,032 SNC PEUPLIERS DASSAULT 92 BOULOGNE-BILLANCOURT 50, rue Reinhardt 1980 0 1,120 1,120 SA INVESTIBAIL 92 BOULOGNE-BILLANCOURT 52, rue Belle Feuille 1980 0 1,066 1,066 SA INVESTIBAIL 92 BOULOGNE 150, rue Galliéni 1970 0 542 542 SA INVESTIBAIL 92 CLICHY 9, rue Alexandre-Antonini 1980 7,905 0 7,905 GECINA 92 COURBEVOIE Le Lavoisier - 4, place des Vosges 1989 0 8,473 8,473 SCI SB LE LAVOISIER 92 COURBEVOIE 9, rue Kilford 1966 1,120 0 1,120 LA FONCIERE VENDOME 92 COURBEVOIE 190, boulevard Saint-Denis 1965 2,281 0 2,281 GECINA 92 COURBEVOIE 161/165, rue Jean-Baptiste-Charcot 1965 6,314 0 6,314 GECINA 92 COURBEVOIE 9/15, rue Adélaïde 1971 2,407 152 2,559 GECINA 92 COURBEVOIE 4/6/8, rue Victor-Hugo and 8/12, rue de l Abreuvoir 1966 13,977 732 14,709 GECINA 92 COURBEVOIE 102/110, avenue Marceau 1966 8,563 1,674 10,237 GECINA 92 COURBEVOIE 6, rue des Vieilles-Vignes 1962 2,716 0 2,716 LA FONCIERE VENDOME 92 GARCHES 17/21, rue Jean-Mermoz 1974 1,946 0 1,946 GECINA 92 GARCHES 12, rue Sylvain-Vigneras 1972 10,776 0 10,776 LA FONCIERE VENDOME 92 GARCHES 12, rue des Quatre-Vents 1987 1,120 0 1,120 LA FONCIERE VENDOME 92 ISSY-LES-MOULINEAUX 12, boulevard des Îles 1991 0 5,370 5,370 GECINA 92 ISSY-LES-MOULINEAUX 20/22, rue Hoche 1984 1,664 0 1,664 GECINA 92 ISSY-LES-MOULINEAUX 30/32, rue Diderot - 35, rue Danton 1985 2,019 298 2,317 GECINA 92 93 93
PROPERTY PORTFOLIO Territorial City Address Year of Residential Office & Total Company Dept. completion floor commercial floor space space space Territorial City Address Year of Residential Office & Total Company Dept. completion floor commercial floor space space space 92 LA DEFENSE-PUTEAUX La Défense - Tour Franklin 1973 0 12,637 12,637 GECINA 92 LA DEFENSE-PUTEAUX La Défense - Tour Atlantique 1970 0 6,376 6,376 GECINA 92 LA DEFENSE-PUTEAUX 14, rue Paul-Lafargue 1979 2,858 0 2,858 GECINA 92 LA DEFENSE-PUTEAUX 37, rue de la République 1979 4,284 0 4,284 GECINA 92 LA DEFENSE-PUTEAUX La Défense - Tour Franklin 1973 0 4,559 4,559 LA FONCIERE VENDOME 92 LA DEFENSE-COURBEVOIE 3/6, square Henri Regnault 1974 12,626 0 12,626 GECINA 92 LEVALLOIS-PERRET 97, rue Anatole-France 1986 0 1,379 1,379 GECINA 92 LEVALLOIS-PERRET 35, rue d Alsace 1977 0 1,800 1,800 GECINA 92 LEVALLOIS-PERRET 109-111, rue Victor-Hugo 1992 0 4,459 4,459 GECINA 92 LEVALLOIS-PERRET 41, rue Greffulhe 1998 2,903 0 2,903 GECINA 92 LEVALLOIS-PERRET 68 bis, rue Marjolin 1980 0 3,640 3,640 SAS 68 BIS, RUE MARJOLIN 92 NEUILLY-SUR-SEINE 62 bis, avenue Charles-de-Gaulle 1986 0 801 801 GECINA 92 NEUILLY-SUR-SEINE 12, boulevard du Général-Leclerc 1973 541 12,400 12,941 GECINA 92 NEUILLY-SUR-SEINE 54, boulevard du Général-Leclerc and 72, rue Edouard-Nortier 1961 2,855 0 2,855 GECINA 92 NEUILLY-SUR-SEINE 159, avenue Achille-Peretti 17, rue des Huissiers 1914 0 3,830 3,830 SCI 159, AV. DU ROULE 92 NEUILLY-SUR-SEINE 157, avenue Charles-de-Gaulle 1959 0 5,605 5,605 S.A.I 157, AV. DE NEUILLY 92 NEUILLY-SUR-SEINE 6 bis/8, rue des Graviers 1959 0 4,544 4,544 GECINA 92 NEUILLY-SUR-SEINE 195, avenue Charles-de-Gaulle 1960 0 1,338 1,338 GECINA 92 NEUILLY-SUR-SEINE 1/9, rue Théophile-Gautier and 2, rue Casimir Pinel 1880 9,994 415 10,409 FONCIERE DE LA CITE 92 NEUILLY-SUR-SEINE 12, avenue de Madrid 1980 0 340 340 FC TRANSACTIONS 92 RUEIL-MALMAISON 8, rue Henri-Becquerel and 6, rue E. et A. Peugeot 1987 0 4,500 4,500 GECINA 92 RUEIL-MALMAISON 55/57, avenue de Colmar 1988 0 2,950 2,950 GECINA 92 SURESNES 10, rue du Chevreuil 1991 0 2,680 2,680 GECINA 92 SAINT-CLOUD 8, avenue Francis-Chaveton 1989 1,319 0 1,319 GECINA 92 SAINT-CLOUD 165/185, boulevard de la République 1966 9,269 809 10,078 LA FONCIERE VENDOME 92 SAINT-CLOUD 9/11, rue Pasteur 1964 6,526 0 6,526 LA FONCIERE VENDOME 92 SEVRES Allée des Acacias and 15/17, route de Gallardon 1973 15,644 512 16,156 GECINA 92 VANVES 66/68, rue Jean-Bleuzen 1990 0 2,960 2,960 GECINA 92 VANVES 5 bis, rue Larmeroux 1970 7,497 0 7,497 GECINA 92 VANVES 17/19, rue Ernest-Laval 1976 0 1,518 1,518 GECINA 92 VILLE-D AVRAY 1, avenue des Cèdres 1966 40,157 1,008 41,165 GECINA 92 VILLE-D AVRAY 27, avenue de Versailles 1966 1,785 0 1,785 GECINA 93 BAGNOLET 59, rue Charles-Delescluze 1972 0 850 850 GECINA 93 BOBIGNY 7/11, rue Erick Satie 1983 0 3,170 3,170 GECINA 93 LE RAINCY 27, avenue Thiers 1996 1,061 0 1,061 SA INVESTIBAIL 93 MONTREUIL 46, rue de Lagny and 88/92, rue Robespierre 1971 0 1,218 1,218 GECINA 93 NOISY-LE-GRAND 424, closerie Mont-d Est - LES ARCADES 1983 0 4,673 4,673 GECINA 94 BRY-SUR-MARNE 106/108, avenue du Général-Leclerc and quai Louis-Ferber 1982 2,898 0 2,898 GECINA 94 CHAMPIGNY-SUR-MARNE 126/128, rue de Musselburg 1967 5,964 0 5,964 GECINA 94 CRETEIL 1/15, passage Saillenfait 1971 8,628 0 8,628 GECINA 94 CRETEIL 9/11, rue Georges-Enesco 1975 0 9,054 9,054 GECINA 94 FONTENAY-SOUS-BOIS 16 bis, rue de Reuilly 1972 7,006 0 7,006 GECINA 94 SAINT-MAUR-DES-FOSSES 4, quai du Parc 1966 3,452 0 3,452 GECINA 94 VINCENNES 5/7, avenue de Paris 1988 0 3,579 3,579 GECINA 94 VINCENNES 9, avenue de Paris 1971 0 2,375 2,375 GECINA 95 GARGES-LES-GONESSES 23, avenue des Morillons 1981 0 6,925 6,925 GECINA SUB-TOTAL PARIS REGION 321,868 172,990 494,858 SUB-TOTAL PARIS AND SURROUNDING AREA 992,286 408,207 1,400,493 26 ROCHEGUDE Château de Rochegude 1750 0 1,916 1,916 INVESTIBAIL TRANSACTIONS 69 CALUIRE Bissardon - 23/29, rue de l Oratoire 1962 17,876 489 18,365 GECINA 69 ECULLY 20/24, chemin de Charrière-Blanche 1968 35,718 380 36,098 GECINA 69 ECULLY Parc de Chalin - 8, chemin L. Chirpaz 1967 12,805 185 12,990 GECINA 69 ECULLY 6, chemin Moulin-Carron 1984 0 700 700 GECINA 69 GENAS Rue de Genève 1991 0 5,565 5,565 GECINA 69 IRIGNY Le Broteau 1980 0 10,400 10,400 GECINA 69 LYON 2 nd 26/30, quai Saint-Antoine 1650 1,371 3,217 4,588 GECINA 69 LYON 2 nd 62, rue Merciere 1650 791 215 1,006 GECINA 69 LYON 2 nd 64, rue Merciere 1650 497 320 817 GECINA 69 LYON 3 rd 74, rue de Bonnel 1986 0 1,950 1,950 GECINA 69 LYON 3 rd 21, rue François-Garcin 1,989 0 1,848 1,848 GECINA 69 LYON 3 rd 19, rue de la Villette 1986 0 3,903 3,903 GECINA 69 LYON 3 rd 100, cours La Fayette 1965 17,683 1,884 19,567 GECINA 69 LYON 3 rd 15/33, rue Dessaix 1963 17,164 1,077 18,241 GECINA 69 LYON 3 rd 7, rue de Bonnel 1895 3,209 0 3,209 GECINA 69 LYON 3 rd 19/21, cours de la Liberté 1850 549 1,773 2,322 GECINA 69 LYON 3 rd 7, rue de Sévigné 1950 1,241 143 1,384 GECINA 69 LYON 3 rd 72/86, avenue Félix-Faure and 106, boulevard Vivier-Merle 1880 0 23,702 23,702 GECINA 69 LYON 3 rd 70, rue Maurice Flandin 1985 0 281 281 GECINA 69 LYON 3 rd 6/8/10, rue Rabelais 1896 2,963 678 3,641 GECINA 69 LYON 3 rd 241, rue Duguesclin 1996 2,375 309 2,684 SA INVESTIBAIL 69 LYON 3 rd 245, rue Duguesclin 1994 2,246 446 2,692 SA INVESTIBAIL 69 LYON 3 rd 19/20, quai Augagneur 1860/1890 1,748 1,555 3,303 GECINA 69 LYON 3 rd 113/119, cours Gambetta and 17, rue Dunoir 1970 9,478 127 9,605 SGIL (3) 69 LYON 4 th 104/110, rue Hénon 1966 7,899 283 8,182 GECINA 69 LYON 5 th 85/92, quai Pierre-Scize 1890 7,900 1,638 9,538 GECINA 69 LYON 6 th 18/22, rue Crillon 1969 2,967 262 3,229 GECINA 69 LYON 6 th 27/31, rue Fenelon and 31, avenue de Saxe 1935 4,900 727 5,627 GECINA 69 LYON 6 th 47, avenue de Saxe 1932 969 778 1,747 GECINA 69 LYON 6 th 33, rue Godefroy 1900/1994 (1) 1,371 235 1,606 SA INVESTIBAIL 69 LYON 7 th Le Fleuve - 39, avenue Leclerc 1969 10,206 441 10,647 GECINA 69 LYON 7 th 20, rue Robin 1979 4,759 372 5,131 LA FONCIERE VENDOME 69 LYON 7 th 101, boulevard Yves-Farge 1969 0 1,967 1,967 GECINA 69 LYON 7 th 2, rue Saint-Jérôme 1961 0 558 558 GECINA 69 LYON 7 th 180/188, avenue Jean-Jaurès and 42, rue Pré-Gaudry 1950/1970/1994 (1) 55 12,078 12,133 GECINA 69 LYON 7 th 107, rue d Anvers 1886 0 91 91 GECINA 69 LYON 7 th 12, cours Gambetta 1900 688 689 1,377 INVESTIBAIL TRANSACTIONS 69 LYON 7 th 75, rue de Gerland 1850/1980/1997 (1) 60 21,834 21,894 GECINA 69 LYON 7 th 81/85, rue de Gerland 1850/1980/1997 (1) 0 1,635 1,635 GECINA 69 LYON 7 th 174, avenue Jean-Jaurès 1950/1970/1994 (1) 0 3,783 3,783 GECINA 69 LYON 9 th La Clairière - 176, rue de Saint-Cyr 1972 9,987 0 9,987 GECINA 69 VILLEURBANNE 83, cours de la République 1967 5,652 473 6,125 GECINA 69 VILLEURBANNE 63, avenue Roger-Salengro 1981 0 2,136 2,136 GECINA 69 VILLEURBANNE 1, avenue Paul-Kruger and 51, rue Emile-Decorps 1981 0 2,440 2,440 GECINA 69 VILLEURBANNE 2, rue Paul-Lafargue and 198, cours Emile-Zola 1995 2,691 145 2,836 SA INVESTIBAIL SUB-TOTAL LYON AND SURROUNDING AREA 187,818 115,628 303,446 06 NICE 30, boulevard de Riquier 1966 3,002 0 3,002 GECINA 06 NICE 48/50, rue Barberis and 16, rue des Orestis 1966 5,043 67 5,110 GECINA 13 FOS-SUR-MER Les Jardins 1966 2,967 0 2,967 GECINA 45 OLIVET ORLEANS Clos de Lorette - 2107, rue de la Source 1967 20,582 168 20,750 GECINA 51 REIMS 1/7, rue du Cardinal-Suhart 1972 12,406 1,967 14,373 GECINA 54 NANCY Parc de Brabois 1987 0 1,565 1,565 LA FONCIERE VENDOME (1) Original construction date followed by renovation dates. (3) GECINA owns only 36.55% of this company. 95 94 95
PROPERTY PORTFOLIO Territorial City Address Year of Residential Office & Total Company Dept. completion floor commercial floor space space space Territorial City Address Year of Residential Office & Total Company Dept. completion floor commercial floor space space space 59 CROIX Avenue de Flandre 1967 24,778 5,500 30,278 GECINA 59 LILLE 148, rue Nationale 1968 0 1,026 1,026 GECINA 59 LILLE 45/49, rue Boucher-de-Perthes 1986 0 1,479 1,479 GECINA 62 ARRAS Saint-Jean - 37, rue Saint-Aubert 1970 0 2,884 2,884 GECINA 80 AMIENS 20/26, boulevard du Port 1974 8,434 0 8,434 GECINA SUB-TOTAL OTHERS REGIONS 77,212 14,656 91,868 SUB-TOTAL FRANCE EXCLUDING PARIS AND SURROUNDING AREA 265,030 130,284 395,314 SUB-TOTAL WORKING PROPERTIES 1,257,316 538,491 1,795,807 Properties for sale 75 PARIS 4 th 9, rue Ferdinand-Duval 1800 197 26 223 SA INVESTIBAIL 75 PARIS 8 th 50, rue de Londres 1993 0 1,480 1,480 SCI SB LONDRES 75 PARIS 8 th 8, rue Cambacérès 1880 0 1,335 1,335 SA 8, RUE CAMBACERES 75 PARIS 10 th 125, quai de Valmy 1980 1,576 45 1,621 LA FONCIERE VENDOME 75 PARIS 11 th 53/61, avenue Parmentier 1971 2,284 0 2,284 GECINA 75 PARIS 12 th Saint-Eloi IV - 22-28, rue du Colonel-Rozanoff 1965 775 0 775 GECINA 75 PARIS 12 th Saint-Eloi II - 173 bis, rue de Charenton 1965 572 698 1,270 GECINA 75 PARIS 12 th Saint-Eloi III - 6-8, place Maurice-de-Fontenay 1965 4,099 618 4,717 GECINA 75 PARIS 12 th Saint-Eloi IV bis - 2-5, rue du Colonel-Rozanoff 1965 0 116 116 GECINA 75 PARIS 12 th Saint-Eloi I - 173, rue de Charenton 1961 3,603 339 3,942 GECINA 75 PARIS 12 th 26/36, rue Claude-Decaen and 42/46, rue de Fécamp 1965 8,238 1,121 9,359 GECINA 75 PARIS 13 th Tour Ancone - 82, boulevard Massena 1972 3,741 501 4,242 GECINA 75 PARIS 13 th Tour Bologne - 84, boulevard Massena 1972 5,700 847 6,547 GECINA 75 PARIS 14 th 4/8, rue des Mariniers 1970 1,697 52 1,749 GECINA 75 PARIS 14 th 8/20, rue du Commandant René-Mouchotte 1967 5,918 0 5,918 GECINA 75 PARIS 15 th 7/11, place des Cinq-Martyrsdu- Lycée-Buffon 1992 0 8,355 8,355 SCI SB NORD PONT 75 PARIS 15 th 13, rue de Vouillé 1860 677 184 861 GECINA 75 PARIS 15 th 3, rue Jobbé-Duval 1900 1,172 0 1,172 SA INVESTIBAIL 75 PARIS 16 th 126, boulevard Suchet 1980 17 0 17 GECINA 75 PARIS 16 th 5, rue d Auteuil 1800 0 173 173 SA INVESTIBAIL 75 PARIS 16 th 8/9, avenue Saint-Honoré-d Eylau 1880 138 230 368 SA INVESTIBAIL 75 PARIS 17 th 35, rue des Batignolles 1800 172 91 263 SA INVESTIBAIL 75 PARIS 18 th 35, rue Joseph-de-Maistre 1850 856 139 995 GECINA 75 PARIS 18 th 127/129, rue Marcadet 1961 783 0 783 GECINA 75 PARIS 19 th 25/29, rue des Lilas 1970 1,612 137 1,749 GECINA 75 PARIS 20 th 17/35, rue du Repos 1969 1,386 0 1,386 GECINA SUB-TOTAL BUILDINGS FOR SALE PARIS 45,213 16,487 61,700 94 VINCENNES 58, rue de Montreuil 1800 0 130 130 SA INVESTIBAIL 94 VITRY-SUR-SEINE 26, rue du Groupe-Manoukian 1930 0 12,390 12,390 SA INVESTIBAIL 95 ARGENTEUIL Place Alessandria 1970 138 408 546 GECINA 95 CERGY-PONTOISE 10/12, boulevard de l Oise 1992 0 10,790 10,790 SCI SB GRAND AXE SUB-TOTAL BUILDINGS FOR SALE PARIS REGION 19,298 94,785 114,083 01 SAINT-GENIS Technoparc Gessien- Bât. E 1989 0 731 731 SA INVESTIBAIL 01 ST-GENIS-POUILLY Technoparc - Bât. E 1989 0 731 731 INVESTIBAIL TRANSACTION 42 ROANNE 1, rue de Beaulieu 1930 0 238 238 GECINA 69 BRON Les Essarts 1962 137 0 137 GECINA 69 DARDILLY 12, chemin des Gorges 1979 0 8,010 8,010 SCI LES PEUPLIERS 69 ECULLY Parc de Chalin - 8, chemin L. Chirpaz 1967 219 0 219 GECINA 69 LYON 2 nd 1/3 et 12/22, cours Bayard and 44, rue Quivogne 1895 1,336 142 1,478 GECINA 69 LYON 3 rd 133, cours Albert-Thomas 1962 81 0 81 GECINA 69 LYON 3 rd 11, rue Guy and 18, rue Bonhomme 1999 103 0 103 SCI ALLEE LUMIERE 69 LYON 3 rd 19/21, rue de l Harmonie and 58, rue Feuillat 1912 829 69 898 GECINA 69 LYON 3 rd 17, rue Dunoir and 40, rue Bonnel 1995 0 338 338 SOGECIL 69 LYON 7 th 23, rue Felix-Brun 1983 0 1,197 1,197 GECINA 69 LYON 7 th 367, rue Marcel-Mérieux and 310, avenue Jean-Jaurès 1963 0 2,876 2,876 GECINA 69 LYON 7 th 8/9, place Gabriel-Péri 1893 1,143 738 1,881 GECINA 69 LYON 8 th 167, boulevard des Etats-Unis 1974 4,083 0 4,083 GECINA 69 LYON 8 th 163, boulevard des Etats-Unis 1974 0 1,183 1,183 GECINA 69 LYON 8 th 22, cours Albert-Thomas 1896 186 0 186 GECINA 69 VILLEURBANNE 3/7, rue Racine 1962 322 0 322 GECINA 69 VILLEURBANNE 166, rue du 4 Août 1972 0 4,748 4,748 GECINA SUB-TOTAL BUILDINGS FOR SALE LYON AND SURROUNDING AREA 8,439 21,001 29,440 13 AIX-EN-PROVENCE 4, rue de la Verdière 1976 9,575 0 9,575 GECINA 13 AIX-EN-PROVENCE 1/12, rue Jean-Daret 1971 20,884 699 21,583 GECINA 13 MARSEILLE 11, boulevard Rabatau 1971 0 250 250 GECINA 13 MARSEILLE 25/45, rue Negresco 1968 0 8,302 8,302 GECINA 31 TOULOUSE 11, rue des Pénitents-Blancs 1970 946 0 946 LA FONCIERE VENDOME 33 GRADIGNAN Chemin du Naudet 1974 7,560 0 7,560 GECINA 34 MONTPELLIER Avenue Saint-Clément 1967 993 1,259 2,252 GECINA 38 GRENOBLE 30/34, avenue du Général-de-Gaulle 1975 0 6,690 6,690 GECINA 59 CROIX Avenue de Flandre 1967 1,854 0 1,854 GECINA 59 LILLE Parc Saint-Maur - avenue de Mormal 1962 9,696 477 10,173 GECINA 83 TOULON 2, rue Guiol and 7, boulevard de Strasbourg 1910 770 150 920 GECINA SUB-TOTAL BUILDINGS FOR SALE OTHER REGIONS 52,278 17,827 70,105 TOTAL BUILDINGS FOR SALE 125,228 150,100 275,328 78 BOIS-D ARCY Croix-Bois-d Arcy 1969 1,677 0 1,677 GECINA 78 MARLY LE ROI 52, rue de Montval 1960 1,111 0 1,111 GECINA 91 CHILLY-MAZARIN 5, rue des Dalhias 1972 511 0 511 GECINA 91 MASSY 7, allée de Suède 1967 5,392 0 5,392 GECINA 92 ANTONY 254, rue Adolphe-Pajeaud 1972 4,854 129 4,983 GECINA 92 BOULOGNE-BILLANCOURT 127/129, avenue Jean-Baptiste-Clément 1963 3,596 661 4,257 GECINA 92 COLOMBES 158/174, avenue de Stalingrad 1992 0 13,774 13,774 GECINA 92 GENNEVILLIERS 10/12, boulevard Louise-Michel 1988 0 6,506 6,506 GECINA 92 LA DEFENSE 7, boulevard des Bouvets 1991 0 5,557 5,557 SCI SB ACTI - DEFENSE 93 GAGNY 8, rue J.-P. Gardebled 1965 1,309 0 1,309 GECINA 94 NOGENT-SUR-MARNE 14, boulevard Gambetta 1961 710 0 710 GECINA 94 RUNGIS Parc Silic 1971 0 44,440 44,440 GECINA TOTAL GECINA GROUP 1,382,544 688,591 2,071,135 LAND HELD AS RESERVES 69 LYON 3 rd 82/92, rue de la Villette A.I.C 69 LYON 7 th 168/172, rue de Gerland A.I.C 97 96 97