Report and accounts 2001
Transcription
Report and accounts 2001
Report and accounts 2001 Profile Leading player With an investment portfolio of € 3.5 billion, Corio is one of the largest quoted property investment companies in Europe with a primary focus on retail. Corio’s name (which translates from Latin into ‘crossroads’) reflects the company’s aim of being a meeting point for retailers and their customers, by managing shopping centres with a long-term view. Report and accounts 2001 Clear strategy Corio aims at having at least 50% of the portfolio in Europe outside The Netherlands, with a retail share of at least 75%. Depending on the real estate cycles, Corio’s selective investments in the office sector will represent up to 25% of the value of the total portfolio. New addresses as from July 1, 2002 Corio N.V. Jacobsweerd, St. Jacobsstraat 200, 3511 BT Utrecht P.O. Box 8243, 3503 RE Utrecht,The Netherlands T +31 30 282 93 00, F +31 30 233 35 78 E [email protected], I www.corio-eu.com Corio Nederland Retail Jacobsweerd, St. Jacobsstraat 200, 3511 BT Utrecht P.O. Box 8243, 3503 RE Utrecht,The Netherlands T +31 30 234 64 64, F +31 30 233 35 78 E [email protected], I www.corio-eu.com Corio Nederland Kantoren Jacobsweerd, St. Jacobsstraat 200, 3511 BT Utrecht P.O. Box 8243, 3503 RE Utrecht,The Netherlands T +31 282 93 00, F +31 30 233 35 78 E [email protected], I www.corio-eu.com Active center management Our heart is in retail properties where people and business come together. We target the retailers and their customers in our drive to create value through pro-active management. Local management Corio is actively involved in many stages of the investment process, via its professional and dedicated local organisations in The Netherlands (Utrecht), France (Paris), Italy (Milan) and Spain (Madrid). Liquidity Corio’s shares are actively quoted on Euronext Amsterdam. Its market capitalisation stands at € 1.8 billion, with a free float of 65% on average. It takes approximately four days to acquire a € 10 million holding in Corio.This makes Corio one of the most liquid property investment companies in Europe. Risk diversification Corio has over 5,000 tenants in 250 properties in The Netherlands, France, Italy and Spain, providing a secure income stream. Corio’s focus on retail property and geographical spread reduces sensitivity to cyclical movements. Dividend It is Corio’s long-term objective to ensure a pay-out ratio of 80%, which results in a high dividend yield. Tax-efficient vehicle Corio qualifies as a Fiscal Investment Institution (fiscale beleggingsinstelling – ‘FBI’) under Dutch law.This means that it pays no Dutch corporate income tax. Report and accounts 2001 Contents 3 Shareholders’ information 4 Financial highlights 5 Business highlights 2001 7 Report of the Management Board 17 Corporate Governance 20 Report of the Supervisory Board 21 Review of Operations 2001 41 Annual Accounts 55 Other information 56 Organisation and addresses 57 Five-year review 58 Property portfolio 2 Shareholders’ information Financial calendar 2002 The General Meeting of Shareholders will be held on 24 April 2002 at 15:30 in the Hilton Amsterdam Hotel, Apollolaan 138, Amsterdam. Ex-dividend quotation 26 April Closing date for exercise of dividend option 16 May Determination of stock dividend ratio 17 May Dividend payable 23 May Publication of first three months’ results 16 May Publication of half-year results 30 August Publication of first nine months’ results 15 November I Share price / Net asset value II Dividend per share III Corio vs EPRA-indices 2001 (see inside front cover) Dividend Investor Relations The Management Board proposes to declare a dividend of € 2.28 per share for 2001.The dividend will be payable, at the shareholder’s option, entirely in cash or € 1.82 (80%) in cash and € 0.46 (20%) in shares charged to the share premium reserve, at a ratio to be determined on 17 May 2002 after close of trading on Euronext Amsterdam on the basis of the average price of that day.The value of the stock dividend will be at least equal to that of the cash dividend. Shareholders will be asked to choose between cash or the combination of cash and stock before the ratio is announced.There will be no trade in dividend rights on Euronext Amsterdam.The dividend will be payable on 23 May 2002 and the shares will be distributed as from that date. Investor Relations will be pleased to answer questions and supply copies of the original Annual Report in English or Dutch, together with a number of other publications.The Annual Reports and other investor relations information can be viewed at, or downloaded from, the Investor Relations section of the Corio website: www.corio-eu.com. Key figures per share I II III (x 1 €) 2001 2000 Highest Lowest Year-end 29.50 28.10 29.35 27.00 25.28 21.50 24.00 24.50 23.05 20.92 24.90 27.00 26.80 27.00 23.28 Dividend 2.28 2.16 1999 1998 1997 2.05 1.95 1.70 At year-end 2001 the total number of issued shares was 66,854,742 of which 1,000,000 has been repurchased by the company. As the Stichting Pensioenfonds ABP holds 22,892,000 shares with an agreed lock-up period which expires at the end of 2003, Corio has a free float of approximately 65%. Euronext Corio’s shares are quoted on Euronext Amsterdam. As from 29 October 2001, Euronext Amsterdam changed its trading system. As a consequence of this change, Corio appointed ABN AMRO, Fortis Bank and Dexia Securities to act for Corio as liquidity providers. 3 Financial highlights 3,500 3,000 Geographical distribution (x € million) 2,500 3,500 Distribution by category (x € million) 3,000 2,500 2,000 The Netherlands France Italy Spain Others 1,500 2,000 Retail Offices 1,500 1,000 1,000 500 0 500 0 ’97 ’98 ’99 ’00 ’01 ’97 ’98 ’99 ’00 ’01 (x € million) 2000 2001 Direct investment result Indirect investment result 99.9 100.5 148.4 101.3 Net investment result 200.4 249.7 Figures per share (x € 1) Direct investment result Indirect investment result 2.16 2.18 2.28 1.56 Net investment result 3.84 4.34 Dividend - in cash, or - in cash plus in shares charged to the share premium reserve 2.28 1.82 * 2.16 8.33% 27.25 25.74 65.9 65.2 63.9 46.2 Retail Offices* Shareholders’ equity after profit appropriation Shares issued (x million) ** - year-end - average * ratio to be determined on 17 May 2002 ** net of repurchased own shares Portfolio composition as at year-end 2001 (x € million) Total The Netherlands France Italy Spain Other 1,985 836 349 281 19 57% 24% 10% 8% 1% 1,223 537 349 224 - 35% 16% 10% 6% - 762 299 57 19 22% 8% 2% 1% Total 3,470 100% 2,333 67% 1,137 33% * 4 offices also includes industrial and residential assets Business highlights 2001 February Two shopping centres in Cherbourg and Dijon (France) are purchased for a total of € 30 million. The Bethesda Office Center property in Bethesda, Maryland, US, is sold for € 34 million. April It is formally announced that the company is operating under the new name of Corio. Mr G. ter Veer retires from the company’s Supervisory Board and Mr J.A. de Kreij is appointed. May The purchase of a portfolio of retail properties in France for a total of € 27 million is announced. Approximately 60% of the 75,000 m2 Villa ArenA home-furnishing shopping centre in Amsterdam is acquired for € 65 million. June Mr J.P. van Leeuwen takes over as Corio’s Finance Director. July Office properties in Amsterdam and Rotterdam and a multifunctional complex in Groningen (The Netherlands) are sold for a total of € 34 million. August The sale of the L’Enfant Plaza office building in Washington D.C. for € 61 million represents Corio’s withdrawal from the US market. September A shopping centre located in the heart of Bordeaux (France) is purchased for € 46 million. October Office properties in Den Haag (The Netherlands) and Lyon (France) are sold for € 29 million. November The Trema portfolio, including the local management organisations, is acquired for € 595 million, and consists of ten high quality shopping centres in France, Italy and Spain. December It was announced that residential property to the value of € 86 million and individual retail properties to the value of € 23 million had been sold in The Netherlands in 2001. 5 From left to right: PaulVismans, ThomWernink and John van Leeuwen Management Board Th.W. Wernink (1945), Chairman Nationality: Dutch. Former position: Chairman of Management Board of Vaste Waarden Nederland B.V.. Supervisory directorships: Veer Palthe Voûte and RIVA. P.A.R.J.Vismans (1955) Nationality: Dutch. Former positions: Director, Raad voor Onroerende Zaken and CEO,Winkel Beleggingen Nederland. J.P. van Leeuwen (1954) Nationality: Dutch. Former positions: various financial positions for the Royal Dutch/Shell Group and Director Corporate Finance & Fiscal Affairs of Rodamco Europe. 6 Report of the Management Board IV Result in perspective (see inside front cover) Our strong financial results in 2001 reflect considerable business achievements in the implementation of our strategy.We are delivering what we promised. Corio now ranks as one of Europe’s leading quoted property companies with a primary focus on retail assets. It has been a challenging year, and many extra demands have been placed upon our staff.They are committed to adding shareholder value and to meeting the needs of our customers and other stakeholders. Acquisition of Trema portfolio • The acquisition of the Trema portfolio including the local management organisations in November 2001 was the largest open-market deal of its kind in Europe.The Trema portfolio was acquired for € 595 million and consists of ten high quality shopping centres in France, Italy and Spain. • The transaction resulted in a significant increase in the scale of operations. Corio’s French and Spanish retail portfolios have now reached the critical mass to operate on a cost effective basis. • The transaction further enabled Corio to add Italy as another home market to its international portfolio.The experienced local management provides an excellent platform for future growth. Other key events • The sale of the L’Enfant Plaza office building in Washington D.C. for € 61 million represents Corio’s withdrawal from the US market. All the company’s real estate investments are now located in Europe and one of its major strategic aims has been achieved. • Implementation of the company’s center management concept within Corio Nederland Retail began (also refer page 25). Favourable results IV The year 2001 has been a period of significant change and growth.The size of Corio’s portfolio increased by 28% from € 2,705 million to € 3,470 million.The direct investment result increased by 49% from € 99.9 million to € 148.4 million.The indirect investment result amounts to € 101.3 million and is largely the result of a 4.1% revaluation of the portfolio, which is considered to be substantial under the prevailing economic conditions. • The direct investment result per share increased by 5.6% from € 2.16 in 2000 to € 2.28 in 2001. • The indirect investment result per share showed a return of € 1.56, or an increase of 6%, on the net asset value of € 25.74 per share as at year-end 2000. • The total performance per share amounted to € 3.84, or a return of 14.9% as measured against the net asset value of € 25.74 per share as at year-end 2000. • For the year 2001 a dividend of € 2.28 per share is proposed.This is an increase of 5.6% over the year 2000. Objectives and strategy Corio’s mission is the creation of a leading property investment company in Europe with a primary focus on retail. The company will pursue this objective by strengthening and expanding its European real estate portfolio.The focus will be on the retail sector with selective investments in both the office and industrial sectors.The company’s position is that expansion and growth are only justified when it is profitable and enhances shareholder value. 7 In order to achieve its objective, Corio needs to expand by means of corporate acquisitions as well as acquisitions of individual assets, in addition to organic growth.The opportunities for this are presented in particular by extending the company’s pan-European presence.The company aims to have at least 75% of its portfolio invested in retail and to have at least 50% of its portfolio invested outside The Netherlands. • Each investment must make a positive contribution to the direct investment result. Corio is actively looking for investment opportunities with strong reversionary rent or redevelopment potential. Existing properties are regularly reviewed on the basis of a hold/sell analysis. • Corio believes that its growth strategy will increase shareholder value, as the company will have greater access to deal flow, lower cost of capital, increased liquidity on the stock market and a broader shareholder base. Market prospects Economic growth in the European Union (EU) is expected to be higher than in the US and Japan.The level of growth will be substantially lower than in 2000, but at about the same level as in 2001. An important difference however will be that the economy deteriorated throughout last year, whereas economic activity is expected to improve in 2002. Given the low vacancy rates in most European markets, retail rents will plateau or continue to rise in 2002. However the rate of this growth • Corio applies its specific expertise in will be lower than in recent years due to an acquisition, disposal, center management, overall slowdown in retailer demand.The letting and marketing to add value and to slowing economy and the increasingly respond to new developments in the market. competitive environment will persuade many The company actively targets the retailer and retailers to review their strategy and consolidate their customers in order to create value. their current positions. Although consumer spending will slow temporarily, as a result of the • The company has a policy of central economic uncertainty and deteriorating labour investment decision-making and risk market conditions, the affluence of the consumer base will continue to grow. As management, while it benefits from strong economic conditions are expected to begin to local organisations that have the critical mass to operate efficiently and that are close to their improve in the second half of the year, demand from an increasing number of international tenants, assets, deal flow and markets. retailers for space in prime locations and in good shopping centres will remain high.The • Corio’s emphasis on retail property, the future outlook for retail and leisure projects in geographical spread of its portfolio in Europe and its dynamic portfolio management reduce Europe remains positive, providing they are in good locations, and that their anchor tenants, sensitivity to cyclical movements. Corio now has over 5,000 tenants across 250 properties in tenant mix and concept are in line with The Netherlands, France, Italy and Spain.The evolving consumer patterns.The position of company believes that this provides for a high smaller, less adequate shopping centres in peripheral locations is being threatened. level of diversification by source of income and individual tenants. In general, rental growth in European office 8 markets will continue to slow in 2002, and in some markets the rents will be under downward pressure.The slowdown in demand for office space is coinciding with an expansion in the supply of new office space.This new supply occurs in response to several years of an acute imbalance of office demand and supply across Europe, while oversupply in most markets has been averted by a large proportion of this new supply having been pre-let. However the major issue this year will be the pre-let space returning to the market, which will compete with the speculative new space. Many companies, especially in the technology, media and telecommunications sector, are facing lower revenues and profits, and as a consequence are revising their expansion plans or adopting a ‘wait and see’ position. An increase in the disparity between rents in primary and secondary projects and locations is anticipated. Office buildings in city centres are expected to experience less pressure on rents, as supply will remain tight and tenants will continue to demand more traditional locations. Rents in the industrial market will increase further, although at a considerably lower rate than last year since the demand for space remains high. Speculative development is in short supply in some markets, as a result of the limited availability of land at prices justifying new construction. Initial yields in the industrial market will remain stable in 2002. pan-European expansion during 2002, with a further increase in the share of its portfolio outside The Netherlands. Following the Trema transaction, the company will be concentrating on consolidation, integration and performance improvements in 2002, continuing the process of in-sourcing the management of its shopping centres. Achievements in 2001 The year under review was the first year in Corio’s history in which the focus on retail property had its full impact on the company’s operations. • The acquisition of the Trema portfolio, consisting of ten high quality shopping centres in France, Italy and Spain and one office building in Spain, represented a significant step in Corio’s strategy to expand in Europe with its focus on retail.With a portfolio of € 3.5 billion, Corio is now a large and attractive player in the pan-European commercial retail market.The retail sector is characterised by consistent growth in earnings, low risk, and resistance to the negative effects of cyclical business trends. In terms of the total portfolio, the share in retail increased from 53 to 67% and the share of property invested outside The Netherlands increased from 30 to 43%. Through the acquisition, Corio added Italy as another home market which provides an excellent platform for further growth within its international portfolio. Business outlook In spite of the world economic slowdown, the outlook for Corio’s core property markets remains positive.The company expects its portfolio to show solid growth in rental income over the next few years, although it forecasts the average vacancy rate to show some increase. Corio will continue to follow its strategy of • The implementation of the company’s center management concept within the portfolio of Corio Nederland Retail began in 2001.The management of the first five larger shopping centres, including Hoog Catharijne in Utrecht, and eight smaller shopping centres was in-sourced.The new center management teams have already improved the market 9 position and reduced the operational risks of these centres. Another three larger centres and eight more smaller centres will follow in 2002, with the in-sourcing process in The Netherlands scheduled to be completed by the end of 2003.The experienced local management joining Corio through the Trema transaction will also enable the company to extend the implementation of its center management concept to France, Italy and Spain. Personnel and Organisation The company has been operating under the new name of Corio and has created a new corporate identity. • To ensure adequate transparency for business purposes, the retail and office portfolios and the local management organisations in The Netherlands were transferred on 31 December 2001 to two newly incorporated subsidiaries: Corio Nederland Retail and Corio Nederland Kantoren. From July 2002, the holding company and the local management organisations in The Netherlands will operate from a shared office in the centre of Utrecht. This will complete the integration of the former VIB and WBN organisations in The Netherlands. • In addition to the Trema properties, Corio acquired some other major projects throughout Europe in 2001.The most important of these were the Amsterdam Villa ArenA project in The Netherlands (€ 65 million), the highly reversionary SAGEP portfolio (€ 27 million) in the Paris area and • The integration of the Trema teams in France the Alsace, France, and the St Catherine and Spain within Corio’s local management project in central Bordeaux (€ 46 million) in organisations in those countries is running France. Substantial value was added in some smoothly.The former Trema organisation in major shopping centre redevelopment projects, Italy is now operating as Corio’s Italian notably Alexandrium I in Rotterdam,The management organisation.The acquisition has Netherlands, and Grand’Place in Grenoble, had no adverse effects on employment in the France. three home markets involved. • Two-thirds of the residential portfolio of • The progressive implementation of the center Corio Nederland Retail was sold (€ 86 million). management concept in The Netherlands and the Trema transaction have increased the • The portfolios of all four Corio home markets number of employees, in full-time equivalent performed very well, with low vacancy rates, terms, from 143 at the end of 2000 to 227 at increases in gross rents on average, and the end of the year under review. significant revaluations in The Netherlands and France.The Spanish, the French and in • A major challenge for the coming year is the particular the Italian portfolios possess the implementation and integration of a shared highest reversionary potential.Whereas the property information system, which will French portfolio profited most from enable the company to create competitive re-commercialisation efforts, the Spanish and advantage. Dutch portfolios benefited most directly from a high indexation. All portfolios profited from • A new framework for business planning and active re-letting. budgeting has been introduced, establishing 10 Grenoble, Grand’Place Grenoble is often described as the capital of France’s ‘silicon valley’, a growing and prosperous region with a population of around 450,000. Grand’Place was originally constructed in 1975 and was acquired by Corio in 1998. At that time the centre, with an original GLA of 29,500 m2 owned by Corio, was ‘undermanaged’, but its excellent location and accessibility made it ripe for major redevelopment. The first stage of Corio’s redevelopment of this project resulted in an opening of a major extension in November 2001, introducing several important tenants, such as Hennes & Mauritz, Nature et Découvertes and Sephora.The extension raised the average rental level of the centre considerably, which promises well for forthcoming rent reviews in the original sections, which are being extended and upgraded in 2002. Grand’Place provides an excellent example of how value can be added. On completion of the second phase of the redevelopment in 2003, the centre will comprise around 80,000 m2, and will have represented a total investment of around € 105 million. 100 Occupancy rate The Netherlands (%) 95 (see inside front cover) 95 100 Occupancy rate Spain (%) 95 90 90 90 85 85 85 80 80 80 75 75 ’97 ’98 ’99 ’00 ’01 ’97 ’98 ’99 ’00 ’01 V Occupancy rate total portfolio 100 Occupancy rate France (%) goals and targets for the local organisations and addressing their overall responsibilities.The business planning and budgeting cycle is an integral part of the company’s control and risk management systems. Direct investment result V The direct investment result increased by 49% from € 99.9 million to € 148.4 million in 2001. This increase is mainly a result of the merger with WBN at the end of 2000 and the acquisition of the Trema portfolio, which has been consolidated as of 9 November 2001. Gross rental income increased by 48% to € 249.8 million. Similarly, this increase was almost completely due to the expansion of the retail portfolio as a result of the WBN merger and the Trema acquisition. Other contributory factors were the higher income from rent reviews and a sustained high occupancy rate of 97.2% (2000: 97.5%). Retail accounted for an increase in gross rental income of € 77.2 million from € 64 million to € 141.2 million, representing 120% growth. Although the office portfolio decreased by 10%, higher rents resulted in gross office rental income increasing by 4% from € 104.3 million to € 108.6 million. Net operating income on retail amounted to € 116.0 million (2000: € 50.0 million), resulting in a net yield of 6.8%.With a net operating income on the offices portfolio of € 88.6 million (2000: € 83.8 million) and a net yield of 7.3%, net yield on the total portfolio amounted to 7.0% (2000: 7.2%). Interest expenses and administrative expenses increased sharply from € 33.7 million to € 56.0 million as a result of the WBN merger and the Trema portfolio acquisition. ’97 ’98 ’99 ’00 ’01 75 Indirect investment result The indirect investment result, which consists of adjustments to property values mainly in the form of revaluations, rose marginally from € 100.5 million to € 101.3 million in 2001. The property portfolio was revalued upwards by € 111.0 million (2000: € 106.1 million) resulting largely from revaluations within the Dutch and French portfolios.Total revaluations of the portfolio were 4.1% of the book value as at 31 December 2000. Corio applies a definition of net asset valuation that is after deduction for transfer taxes and other selling expenses. Furthermore a provision for deferred tax liabilities is formed against shareholders’ equity. Changes in the provision for deferred tax liabilities, amounting to € 4.7 million, is charged to the revaluation reserve.The indirect investment result also includes allocated administrative expenses charged directly to the revaluation reserve, amounting to € 4.9 million. A net exchange loss of € 0.1 million on the US dollar exposure is also included in the indirect result. Movements in shareholders’ equity and net asset value per share Shareholders’ equity after profit appropriation increased by € 148.8 million to € 1,794 million. Holders of 54% of the shares elected to receive the 2000 dividend in the form of a stock dividend valued at € 75.8 million, necessitating the issue of 2.9 million shares.The company repurchased 1.0 million of its own shares for a total amount of € 26.2 million. The other movements represent the translation differences that occur as the direct and indirect investment result per share are calculated on the 13 Grenoble, Grand’Place Description: shopping centre serving the Grenoble region (Alps) Year of acquisition: 1998 Year of construction/renovation: 2001 Lettable area: 40,000 m2 Parking spaces: 2,017 Occupancy rate: 100% Book value: € 106.1 million Annual rent: € 7.0 million Market rent: € 8.0 million Major tenants: Hennes & Mauritz, Go Sport, Nature et Découvertes Rent conditions: generally 12 year leases average outstanding number of shares, whereas the net asset value per share is calculated on the shares outstanding at year-end. The net asset value per share amounted to € 29.53 before profit appropriation and to € 27.25 after profit appropriation. Movements in shareholders’ equity and net asset value per share (x € million) Per share (x € 1) 148.4 2.28 Direct investment result Revaluations Changes in provisions for deferred tax liabilities Exchange differences Allocated administrative expenses 111.0 -4.7 -0.1 -4.9 1.70 -0.07 -0.07 Indirect investment result 101.3 1.56 Net investment result 249.7 3.84 Stock dividend Repurchase of own shares Other movements 75.8 -26.2 -0.4 Changes in equity before proposed profit appropriation Proposed profit appropriation Changes in shareholders’ equity after proposed profit appropriation 0.01 -0.01 -0.05 49.2 -0.05 298.9 3.79 -150.1 -2.28 148.8 1.51 Financing The key financing ratios are: 14 31-12-01 31-12-00 Leverage (net debt/total assets) 39.9% Average cost of fixed rate debt 5.5% Interest cover of net rental income to net paid interest 4.58 32.3% 5.6% 4.92 Results per share The direct investment result increased by 5.6% from € 2.16 per share in the previous year to € 2.28 per share in the year under review. The indirect investment result per share showed a return of € 1.56, or an increase of 6%, on the net asset value of € 25.74 per share as at the end of 2000. Per share the total performance in 2001 amounted to € 3.84, or a return of 14.9% as measured against the net asset value of € 25.74 per share as at the end of the previous year. Capital resources remaining term of the long-term loans is 5.1 years. Dividend The Management Board proposes to declare a dividend of € 2.28 per share for 2001.The dividend will be payable, at the shareholder’s option, entirely in cash or € 1.82 (80%) in cash and € 0.46 (20%) in shares charged to the premium reserve, at a ratio to be determined on 17 May 2002. The dividend will be payable on 23 May 2002 and the shares will be distributed as from that date.This means an increase of 5.6% over the year 2000. On the basis of the average share price in 2001 of € 26.00, the dividend yield amounts 8.8%. It is Corio’s funding objective to ensure that it has the financial resources to meet its ongoing commitments and acquisitions, while minimising its cost of capital. In terms of leverage, Corio The company decided to change its dividend seeks to maintain a debt level of approximately policy in line with its growth strategy. Corio 50% as the long-term target. believes that this change will enhance its profit and dividend growth in the future. It is Corio’s • At 31 December 2001, Corio had unused long term objective to ensure that the pay-out committed credit facilities available to the ratio will be approximately 80% of the direct amount of € 150 million. investment results. Barring unforeseen circumstances, the dividend per share for 2002 • As part of the transaction by which VIB and (and subsequent years) should not be less than WBN merged to become Corio, Stichting the dividend per share for 2001. Pensioenfonds ABP provided the company with an exchangeable loan of € 90 million. Outlook This loan will be repayable on 31 December Corio will focus on generating maximum 2002, in cash or in shares at Corio’s option. income from its real estate portfolio in 2002. Corio has the right to extend the loan until The company will benefit from a full year’s 31 December 2003 and the loan will contribution from the Trema portfolio, which continue to be repayable in cash or in shares it acquired in November 2001. at the company’s option. Commensurate with its objective and strategic • The loans increased in 2001 from € 896 focus, ongoing investment commitments for million to € 1,430.4 million as a result of 2002 of € 180 million together with expansion the merger with WBN and the Trema by potential corporate acquisitions should acquisition. Fixed rate debt amounts to increase Corio’s portfolio in the retail sector. 60% and floating rate debt 40%.The average 15 In order to strengthen its balance sheet, Corio intends to divest € 200 million to € 300 million of its offices portfolio and smaller properties in its retail portfolio to the value of € 50 million to € 100 million, which no longer fit the strategy. On the basis of current information from the company’s principal markets and depending on the progress made in realising the planned disposals, the Management Board expects at least a 6% increase in the direct investment result per share for the year 2002. Utrecht, 21 March 2002 The Management Board 16 Corporate Governance The Management and Supervisory Boards are responsible for the overall corporate governance of Corio, and endeavour to maintain the highest standards of integrity and transparency.They guide and monitor the business and affairs of Corio on behalf of the shareholders, to whom they are accountable. Supervisory Board and Management Board The General Meeting of Shareholders makes appointments to both the Management and Supervisory Boards.The Supervisory Board, which meets in the absence of the Management Board, elects its own Chairman and ViceChairman from amongst its members.The Management Board manages Corio under the supervision and with the advice of the Supervisory Board.The Supervisory Board may appoint one of the members of the Management Board as chairman of the Management Board.The remuneration received by each member of both the Management and Supervisory Boards during the year under review is presented in the Annual Report in a separate statement within the Annual Accounts. The Management Board, with the support and approval of the Supervisory Board, has set its fundamental strategic direction to be an independent investment company specialising in European commercial property, with its primary focus on the retail sector. Corio’s overall financial objective is to maximise long-term shareholder value. Strategic planning is guided by ethical principles and informed by the company’s responsibilities to its shareholders, customers and employees.The Supervisory Board aims to ensure that the experience and expertise within its own membership makes a good match with Corio’s activities and strategic focus. Membership of the Supervisory Board is limited to a maximum period of 12 years unless the interest of the company would require otherwise. General Meetings of Shareholders are called by the Management Board or the Supervisory Board.They are held at least once annually to discuss the reports of the Management and Supervisory Boards, to finalise the Annual Accounts and to resolve on any other items that they have included in the agenda. Major decisions fundamentally affecting Corio’s nature, size, structure and risk profile are subject to the shareholders’ approval. Subject to the provisions of its Articles of Association and provided that they are received in a timely manner and are considered appropriate, the Management Board and/or the Supervisory Board will also add agenda items which have been proposed by shareholders. Corio shareholders representing capital of a nominal value of at least € 10 million may request the Management Board and/or Supervisory Board to call a General Meeting of Shareholders. Shareholders are entitled to cast one vote for each ordinary share they hold, and are able to vote by proxy if necessary.The resolutions of the General Meeting of Shareholders are passed by a simple majority of the votes cast, except in any cases where law or the Articles of Association prescribes a larger majority. Internal controls The Management Board is responsible for systems of internal control and risk management, the objective of which is to manage, rather than eliminate, the risk of failure to achieve business objectives. Accordingly, they can only provide reasonable, but not absolute, assurance against material misstatement or loss. An ongoing process for identifying, evaluating and managing the material risks faced by the 17 company is implemented.This process has been in place throughout the year under review, and its effectiveness has been reviewed by the Supervisory Board. Code of conduct Corio has established a code of conduct.This document describes the fundamental principles that govern how the company and its employees should conduct their affairs. Corio seeks to achieve the highest possible return for its shareholders at low risk, while respecting the values and standards embodied in this code of conduct.The company recognises its responsibility to shareholders, customers, employees, business partners and society. Corio complies with the law and regulations in all jurisdictions where it operates. Furthermore, it operates within generally accepted standards in the industry.The company insists on integrity in all aspects of its business and expects the same in its relationships with those with whom it does business. Corio retains its independence in its dealings with third parties, and its staff must work to preserve that independence at all times. Communication In addition to publishing this independently audited Annual Report and Accounts, Corio also promptly publishes quarterly results and any information which may influence the price of its shares, including changes in the structure of ownership and significant acquisitions or divestments.The company also makes every effort to enhance the participation of, and its communication with, the international investment community by providing key information in at least two languages and via its internet site at www.corio-eu.com. 18 Corio supports and endorses the best practice policy recommendations as set forward by the European Public Real Estate Association (EPRA).The recommendations cover accounting and valuation issues as well as additional disclosure.These recommendations enable European public real estate companies to provide the investor community with financial statements which are clearer, more transparent and comparable across Europe. Corio will endeavour to comply with these recommendations subject to overriding considerations of business confidentiality and cost. Supervisory Board G.J. Swalef (1940), Chairman Nationality: Dutch. Former position: Chairman of Executive Board of Achmea Groep. Supervisory directorships: Eureko (Vice-Chairman), Banco Comercial Português, Big Bank Gdanski and others. First appointed: 1990. Current term of office expires: 2003. J.D. Bax (1936),Vice-Chairman Nationality: Dutch. Former position: President of IHC Caland. Supervisory directorships: Smit Internationale, Kon. Frans Maas Groep, IHC Caland and others. First appointed: 1996. Current term of office expires: 2004. W. Borgdorff (1960) Nationality: Dutch. Current position: Managing Partner Fund Investment of NIB Capital Private Equity. Supervisory directorships: Kantoren Fonds Nederland. First appointed: 2000. Current term of office expires: 2005. Mrs. N. Kroes (1941) Nationality: Dutch. Former positions: President of Nyenrode University and Minister of Transport, Public Works and Water Management. Supervisory directorships: Ballast Nedam, mm O2, P&O/Nedlloyd, Prologis, New Skies Satellites and others. First appointed: 1994. Current term of office expires: 2002. J.A. de Kreij (1942) Nationality: Dutch. Current position: independent consultant. Former position: CEO Rodamco N.V. Member of: Investment Committee VGZ and EIP, ULI Trustee Board. First appointed: 2001. Current term of office expires: 2005. B.Vos (1939) Nationality: Dutch. Current position: independent consultant. Supervisory directorships: Orange Global Property Fund,Tsjechië en Slowakije Fonds and others. Member of: Nederlandse Franchisevereniging (Chairman). First appointed: 2000. Current term of office expires: 2004. G. Wieringa (1936) Nationality: Dutch. Former position: Director Investments, Pensioenfonds PGGM. Member of: Executive Committee of Stichting Garantiefonds Reisgelden and Investment Advisory Committees of ABP, Interpolis, KPN-TPG Pensioenfonds and others. First appointed: 1991. Current term of office expires: 2003. 19 Report of the Supervisory Board To the General Meeting of Shareholders We have pleasure in submitting to your meeting the Report and Accounts of Corio N.V. for 2001 as drawn up by the Management Board. The auditors, KPMG Accountants N.V., have examined the accounts and have issued an unqualified report thereon.We therefore recommend that you adopt the accounts as presented.We also recommend that the proposal of the Management Board to distribute a dividend for 2001 of € 2.28 per share be adopted, whereby the dividend may be paid in cash or, at your option, € 1.82 (80%) per share in cash together with a stock dividend charged to the share premium reserve which shall have a value of at least € 0.46 (20%) per share. Mr G. ter Veer retired as a member of the company’s Supervisory Board at the General Meeting of Shareholders held on 25 April 2001. Mr J.A. de Kreij was appointed in his place. We pay tribute to Mr Ter Veer for the many services rendered by him to the company. Mrs N. Kroes is due to retire in accordance with the schedule of rotation at the forthcoming meeting, and Mrs Kroes is available for reappointment. held on 7 December 2001.To fill the vacancy that had arisen as a result of the resignation of Mr J.Visscher, the appointment of Mr J.P. van Leeuwen as a member of the Management Board of Corio was approved during this meeting. The Supervisory Board met on nine occasions in the year under review.The principal agenda items were corporate strategy, organisational changes, the financial results, the development and composition of the portfolio and financing, as well as the purchase of the Trema portfolio. Meeting in the absence of the Management Board and acting in accordance with its by-laws, the Supervisory Board reviewed its own composition and performance and that of the Management Board.The Supervisory Board did not establish subcommittees in 2001. We thank the Management Board and the staff for their contribution and commitment to the achievement of Corio’s objectives in the year under review. Utrecht, 21 March 2002 The Supervisory Board The same meeting adopted a resolution to amend the Articles of Association to the effect that the company change its name. As from 26 April 2001, the company has operated as Corio N.V. On 9 November 2001 Corio announced that it had reached agreement on the acquisition of the Trema portfolio, including its local management teams in France, Italy and Spain. The strategic rationale which formed the basis for this transaction was explained in an Extraordinary General Meeting of Shareholders 20 Review of Operations 2001 Geographical distribution Retail The Netherlands 52% France 23% Italy 15% Spain 10% Following the comparatively strong growth in 2000, evidence of a global slowdown had already become increasingly apparent in the European economies in the first eight months of 2001. As a result of the tragic events of September 11 in the USA, the economic outlook for Europe deteriorated further. Average EU inflation rose from 1.9% in 2000 to 2.4% in 2001, while economic growth slowed to 1.6% in the year under review from 3.4% in the previous year. Investments were cut back considerably, international trade weakened and growth in private consumption slowed down. Business and consumer confidence decreased, despite the European Central Bank’s proactive economic management providing incentives to the market. Property markets were inevitably affected by the economic slowdown and uncertainty. Demand fell significantly, particularly in some office markets and especially during the second half of the year. Although occupancy rates remained high, the amount of sublet space increased. There was no oversupply in the property markets and there were few speculative plans to increase the supply of space.The rental growth of the last few years levelled off generally. The following pages describe Corio’s commercial property operating activities in 2001, divided into separate sections for Retail and Office Operations.The company continued to follow its strategy of pan-European expansion during 2001. Retail operations Demand for retail space remained strong at the beginning of 2001. Later in the year, a number of retail chains reconsidered their strategies in reaction to the anticipated reduction in economic growth and consumer spending, increased competition and reduced margins. Marks & Spencers closed their shops outside the UK, Gap postponed their expansion plans and Mango opened fewer new shops in Spain. In some countries top rents stabilised in the second half of the year, whereas in others they continued to grow, although at a lower rate. European retail sales showed some signs of decline towards the end of 2001. Corio’s unique portfolio of key shopping centres in The Netherlands, France, Italy and Spain affords international retailers a wide range of representation possibilities.The company’s national teams ensure Corio’s centres are characterised by their efficient layouts, high customer traffic volumes, effectively managed space and popular anchor tenants. Returns are optimised by high occupancy rate, proactive lease renegotiation and linking rents to tenant revenues. Internationally operating retail chains are increasingly looking to ensure their presence in more of the continent’s foremost shopping locations. Corio’s network of hands-on country management teams works with these businesses to select the optimal match for their requirements from the company’s pan-European portfolio of retail property. The following sections present a review of the progress of Corio’s activities in the retail property markets of The Netherlands, France, Italy and Spain during 2001. 21 The Netherlands: Retail • Implementation of center management concept begun • Key acquisition:Villa ArenA, Amsterdam • Major redevelopment: Alexandrium I, Rotterdam Market and trends Economic growth in The Netherlands decelerated sharply in 2001, falling to 0.9 from 3.5% the year before.The growth rate is expected to rise marginally in 2002. After a number of years in which economic growth in The Netherlands has been higher than the EU average, it is expected to remain below the average for the EU during the next two years. The boom in private consumption came to an end in 2001, when it only rose by 1.3% compared to 3.8% in 2000. Consumer price inflation rose to 4.8% in the year under review, but will decrease in 2002. An increase of growth is anticipated in 2003, when inflation should fall, private consumption should pick up and investment growth should be rising again. Mergers and acquisitions continued to result in a decreasing number of larger players in The Netherlands retail industry in 2001. Although more new foreign retail chains arrived in The Netherlands in 2001, especially in established city shopping streets, a number of earlier arrivals from the UK had withdrawn by the end of the year under review. international standards.The development of virtual information and sales channels within the traditional and trusted retail environment appears to offer the best growth prospects in the near term. Rather than providing a substitute for conventional retail sales, the Internet is now seen as offering a supplementary medium in multi-channel strategies. As had been the case in 2000, initial yields in the Dutch retail property market were under pressure, some of which was caused by foreign investors, mostly from Germany. In the year under review the first two factory outlets in The Netherlands were established, in Roermond and Lelystad. Due to Dutch market circumstances, it is unlikely that appropriate commercial space will be made available for further factory outlets in The Netherlands. Portfolio Above all, Corio’s retail properties must meet the criterion of offering a healthy direct return, both now and in the future. Furthermore, the management attention required by the centres is assessed in relation to the expected return. In May 2001 Corio purchased a large part of the Villa ArenA home furnishing shopping centre in Amsterdam for € 65 million.The company acquired approximately 60% of the total area of 75,000 m2, the remaining part being owned by a group of owner/users.The While on-line Internet sales rose in 2001, net initial yield on this investment is just over especially of books, CDs and travel, this made 7%.Villa ArenA is located in the Amsterdamnegligible impact on bricks-and-mortar retailers. Zuidoost multifunctional shopping and On-line sales represented only a 0.65% share entertainment district.The building consists of of total retail sales in The Netherlands, which four floors of home furnishing and decorating is a very low proportion by current shops and includes restaurants, cafés and child- 22 Rotterdam, Alexandrium I The Alexandrium I project is located next to the Rotterdam Alexander rail, metro and bus station in the north east of the city and easily accessible from the A20 motorway. Together with the adjacent Alexandrium II megastores and Alexandrium III home furnishing mall, the centre forms Europe’s largest shopping concentration, with a total GLA of 125,000 m2. Originally built as the ‘Oosterhof ’ in 1984, when Corio acquired the centre ten years later there were many aspects of its design, facilities and connections that were well below modern standards.While the centre has an immediate catchment area of 200,000 consumers, the redevelopment currently underway will extend Alexandrium I’s GLA from the original 29,000 m2 to 44,000 m2, and it will result in a regional mall of the highest quality. With the introduction to Alexandrium I of several very strong European brands, such as Hennes & Mauritz and Bennetton, the € 135 million centre typifies the value which Corio has created by the reshaping of its existing assets. care facilities.Villa ArenA is easily accessible by car and public transport. Corio already owned a part of the neighbouring ArenA Arcade, a complex of large-scale, out of town stores. ArenA Arcade consists of two buildings, in total 16,000 m2, and the company owns one of these (4,100 m2). In the fourth quarter of 2001, in line with its strategy the company sold individual retail properties and small retail complexes to the value of € 22.9 million in The Netherlands. In connection with the acquisition of the Trema portfolio, Corio plans to sell approximately 15 projects in 2002 in The Netherlands with a book value of € 55 million. The center management concept has enhanced the quality of the management of those shopping centres in which teams have already been installed by ensuring they are clean, safe and well maintained, minimising rent arrears and regular consultation with tenants.The concept will be elaborated as it is phased-in over the coming two years.The service and market profile of the centres will be improved by more visible presence of the management teams, more intensive consultation with tenants, introducing Corio’s philosophy to service partners and better contact with relevant parties, such as local government agencies, the police and Chambers of Commerce. The philosophy of the Letting Department is that nothing should stand between Corio Operations and its customers.The department has In keeping with its policy of adding value by frequently been instrumental in identifying and active, hands-on involvement in the effective operational management of its shopping centres, closing deals on a nationwide basis in the year Corio launched the implementation of its center under review. Corio’s European expansion now offers them new opportunities to help drive management concept in The Netherlands in pan-European deals for internationally operating 2001.The company’s own committed on-site retail chains.Their closeness to the retailer management teams ensure the optimal enables them to co-operate with the new center positioning of the centres and their individual management teams in negotiating turnoverretail units, maximise the net result of their related rental schemes and in e-commerce and exploitation, reduce risk and improve the centre marketing initiatives. forecast reliability of reporting. The first five center management teams were established during 2001. Each comprises general, facility and technical management, and makes use of an in-house service desk. As a percentage of the total Dutch retail portfolio as at the end of 2001, 36% of the centres’ management had been in-sourced at year-end. It is planned to increase this figure to 62% in 2002 and to in excess of 70% by the end of 2003. Corio is establishing Internet portals for selected Dutch shopping centres in its portfolio where retail tenants can rent space.These e-commerce activities are part of the overall branding strategy for the shopping centres, and the first two of these websites will be operational by June 2002. 25 Rotterdam, Alexandrium I Description: regional shopping centre Year of acquisition: 1994 Year of construction/renovation: 2001 Lettable area: 39,400 m2 shopping gallery and 7,200 m2 offices Parking spaces: 1,350 Occupancy rate: 100% Book value: € 148 million Annual rent: € 11.8 million Market rent: € 15.7 million Major tenants: Hema, Hennes & Mauritz,WE, Laurus, Douglas Rent conditions: long-term leases with an expiration of 5 to 10 years France: Retail • Acquisition Trema portfolio • Other acquisitions: Sagep portfolio, Dijon & Bordeaux • Major redevelopment: Grand’Place, Grenoble Market and trends The strong growth of the French economy came to an end in 2001. After having grown by 3.5% in 2000, the GDP is estimated to have expanded by only 2.1% in 2001. Most indicators are negative for 2002. Gross fixed investments, growing at 6% per annum during the booming period of the previous three years, increased by 3.4% in 2001 and will be down in 2002. Exports will also be fairly weak and the economy will rely heavily on private consumption to support growth in 2002. Inflation is expected to be level with the EU average of 1.1%. Demand for new retail space will be lower in 2002 due to the economic conditions and as a reaction to the fast growth of recent years. Supply of new space will remain limited.There will be downward pressure on rental levels in secondary locations in Paris and in some provincial cities, but in general a balanced market is anticipated.Yields are expected to remain at their present levels. The retail markets stabilised in 2001 after three exceptional years of rental growth. Between 1998 and 2000, international retailers had been competing for strategic locations on the best commercial streets and were involved in development projects. Strong demand for ever-larger floor plans led to a strong increase in rental values. At the same time the level of supply was rather limited. • Originally built in 1982 and extended in 1997, Ivry Grand Ciel is situated just five kilometres southeast of the centre of Paris, on the N19. It is a three-level structure, consisting of 27,400 m2 of retail units (owned by Corio), and anchored by a Carrefour hypermarket and a C&A store. A decrease in demand was noted in the second half of 2001 as a result of the economic slowdown. Especially following the events of September, retail chains have been adopting a ‘wait-and-see’ approach, concentrating on maximising the profitability of their existing properties rather than on further expansion. Demand from fashion retailers has fallen in particular. 26 Despite planning restrictions, the number of new centres under development showed some growth. Many centres that had received little attention over the previous 20 to 30 years were redeveloped and expanded. Portfolio The year was naturally dominated by November’s Trema acquisition, which added five important new French centres: • La Grande Porte, situated at the ZAC Porte de Montreuil, east of Paris, opened in 1991. It has a 6,200 m2 gallery containing 52 retail units and is also anchored by a Carrefour hypermarket. • The Les Trois Moulins shopping centre opened in 1992 and is situated eight kilometres southwest from central Paris in Issy les Moulineaux. It is anchored by an Auchan hypermarket and includes a 6,900 m2 gallery with 55 retail units. • La Mayenne is situated near Laval, sixty kilometres from Rennes and eighty kilometres from Le Mans. Built in 1986, the centre has a 7,200 m2 gallery and a 10,000 m2 Carrefour hypermarket (owned by a third party). • Situated three kilometres from the centre of the city of Cherbourg in the BasseNormandie region, Contentin is easily accessible by car and public transport. Contentin forms part of a large retail park, which also includes 14 stand-alone stores, including a branch of Castorama.The centre consists of a 6,000 m2 gallery and a 9,700 m2 Auchan hypermarket (owned by a third party). (in Mulhouse).These three assets were valued at € 13.3 million, cover a total area of approximately 31,000 m2 and are expected to provide the possibility of creating extra value by renovation.The SAGEP portfolio also comprised three groups of retail warehouses with a total area of approximately 17,000 m2 and located in retail zones within the Paris region. The company completed the purchase in September of a building in the heart of Bordeaux, located on the rue Saint Catherine, a prestigious shopping thoroughfare.The 12,000 m2 former department store is being fully redeveloped and is pre-let to four major retailers: Hennes & Mauritz, FNAC, Sephora At the beginning of 2001 Corio acquired the and Go Sport. Corio is financing the ‘Au Pauvre Diable’ property, located in the development but the risks are borne by the centre of Dijon, the capital of Bourgogne, for developer.The completion of the development € 21 million. It comprises around 4,000 m2 of is scheduled for the summer of 2003, and the retail floor area and 65 apartments and was initial yield is 7%.The total investment value is completed in phases during 2001.The shops and approximately € 46 million. apartments were let on long-term leases, and the net initial yield was just under 8%. The first phase of the renovation and extension of the Grand’Place shopping centre in Grenoble Corio also purchased the 6,100 m2 gallery of was successfully completed at the end of 2001. the ‘Centre Commercial Carrefour’ shopping Corio originally owned a total area of 29,500 centre in Cherbourg.The whole centre m2. Following the restructuring of some areas 2 comprises a total of 20,000 m of retail floor and the construction of new areas, the total at area and 650 parking spaces.The gallery was year-end was 40,000 m2. Upon its opening, the purchased for € 8.6 million and provided a net extension was already fully let to major national initial yield of 8%. and international retailers, which improved the regional attraction of the centre. In April the high-yielding and highly reversionary SAGEP retail portfolio was Operations acquired at a net price of € 21.3 million.The The principal focus of Corio’s value-adding portfolio comprises three prime retail properties operations in France in 2001 was on located in the centres of two cities in the east of acquisitions, together with the re-commerFrance and let to major national retailers such cialisation and extension of exisiting shopping as Printemps (in Metz) and Monoprix centres and former department stores. 27 After having built up its portfolio in recent years, Corio France will be paying particular attention to the growth of its performance in 2002.The French portfolio has much potential, in view of the possibility of increasing the rents (reversionary potential). The company continued working proactively with top national and international retail groups, creating new opportunities and value for all parties concerned; not least existing tenants, who benefit from the additional traffic attracted. Italy: Retail • Italy added as Corio’s new home market • Experienced management team provides good platform for growth Market and trends Due to the deterioration in global economic conditions, economic growth in 2001 slowed down to 1.7% in comparison to 2.9% in the previous year. Italy’s relatively high level of public debt, restricting the government’s capacity to reduce taxation, led to economic growth below the EU average, but this gap is expected to narrow over the next few years. Growth in private consumption fell to 1.2% in 2001, compared to 2.9% for the year before. A modest increase is expected for 2002, but higher growth figures are currently predicted for the coming four years. The shopping centre concept arrived much later in Italy than in most other European countries. Since their first appearance in the 1970s, shopping centres experienced their greatest expansion between 1991 and 1995, when more than 250 new centres were opened. As in most 28 southern European countries, hypermarket operators led the development of shopping centres.The French giants, Carrefour and Auchan, joined Italian chains such as Finiper, Panorama and Euromercato. Later professional property development companies stepped into the market and took their share. At present there are 400 shopping centres in Italy, providing some six million m2 of retailing space. In terms of total shopping centre gross lettable area (GLA), Italy ranks fourth in Europe, but with a ratio of around 100 m2 shopping centre space per 1,000 inhabitants, Italy ranks well below the European average.The distribution of shopping centres reflects the regional economic disparities, with more than 80% being located in the north and centre of the country. Shopping centre density in the north is comparable to that of most countries in northwest Europe, whereas the centre and the south have very low saturation levels. Strict planning regulations inhibit the development of new shopping centres. Legislation intended to liberalise the procedures was introduced in 1998, but has not resulted in significant improvements. Licences must be obtained from municipal, provincial and regional authorities, and at each level opponents can block plans for new centres. Ceilings on the number of new developments imposed by most regions tend to limit competition between centres. Although the Italian retail trade has traditionally been dominated by small independent businesses, with a density of shops per inhabitant more than double the average in northern Europe, there has been a strong recent trend towards modernisation with a decline in traditional retail distribution formats.The continuing sales growth in out of town shopping centres demonstrates the significant change in shopping patterns in favour of them. Given that there is also a lack of availability of prime city centre locations, international retailers are therefore looking to regional shopping centres when expanding into Italy. Increasing affluence and an overall retail sales growth rate above the European average are further positive indicators for the Italian shopping centre market. At present, international retail chains are poorly represented compared to other European countries. Increasing demand from panEuropean operators means this is expected to change in the coming few years, which will also spur rental growth.The last four years have seen retail turnover growth of between 13 and 18%, but growth in rents has been much lower.This low rent/turnover ratio provides the shopping centres’ owners and managers with a strong negotiating position. Demand from international investors is increasing with strong interest form Dutch, German, French and British institutions putting pressure on initial yields. An increasing number of Italian parties are also looking for investment opportunities in the retail market, resulting in a much more fluid market than a decade ago. Portfolio The three shopping centres that constitute Corio’s initial Italian portfolio are amongst the top tier in the country. Each is in a dominant position in its catchment area, and should experience above average growth in sales and rents.There has been strong average annual turnover growth in the last four years, with 13.5% for Shopville Le Gru in Turin, 13.3% for Shopville Gran Reno in Bologna and 18% for GrandEmilia in Modena.The average net initial yield of the three centres is 6.1%. It is expected that rents will increase substantially in the coming years, given the low rent/turnover ratio. • The super-regional Shopville Le Gru shopping centre in Grugliasco, on the outskirts of Turin, was opened in 1994. It has two levels, an overall GLA of 62,200 m2, of which 32,000 m2 is owned by Corio, and 4,700 parking spaces. It dominates the Turin retail market and is the largest centre in the region of Piedmont, built on a site of 210,000 m2. Le Gru is anchored by a 12,000 m2 Carrefour hypermarket. It has 172 shop units, including Obi, La Rinascente, Cisalfa and Media World, and a food court of exceptional quality, unique in Italy. A stand-alone 14,000 m2 IKEA store situated on the parking lot contributes to the appeal of the centre, which attracts around 11.5 million visitors per year. • Opened in 1993, Shopville Gran Reno is situated close to the motorway in Casalecchio de Reno, just outside Bologna. It received the ‘Best European Shopping Centre’ award in its category in the following year and is the largest centre in the Bologna area. It has three levels, an overall GLA of 36,800 m2, of which 13,000 m2 is owned by Corio, and 2,700 parking spaces. Approximately 6.5 million people visited the centre in 2001. Although smaller than Turin’s Le Gru, it has a similar profile in many ways. It is also anchored by a Carrefour hypermarket, whose sales area of 13,000 m2 is distributed over two of the 29 centre’s levels and a large Media World unit. IKEA and Castorama stores are situated outside, which, together with the sports facilities provided by a nearby Palasport, strongly add to the attraction of the centre as a whole. • GrandEmilia is Corio’s youngest Italian shopping centre, having opened in October 1996. It has an overall GLA of 39,800 m2, of which 20,000 m2 is owned by Corio, 4,100 parking places and is anchored by a 12,000 m2 Ipercoop hypermarket. Built on a site of about 250,000 m2, the centre makes a pleasing, light and well-maintained impression. GrandEmilia’s high-quality design and commercial success were recognised by a commendation from the ICSC in 1997. Key tenants of the 91 retail units include branches of Media World, Oviesse, Bata Super Store, Giacomelli Sport and Fiera de Libro. Although this centre’s catchment area is certainly smaller that those of Le Gru and Gran Reno, it is the dominant regional centre, and accessibility from the Bologna-Modena autostrada is excellent. The visitor flow has been quite constant, with about 6 million visits in the year under review. Operations The team that now constitutes Corio Italia has a broad experience in shopping centre management, having owned and managed three of the leading shopping centres in the country since they were opened. Corio Italia have led the development process of these centres since their inception, defining their tenant mix and market position and managing their initial launch. 30 Corio Italia plays a leading role as one of the few specialists in fine-tuning shopping centres to the continuously changing taste of the public. There has been continuous attention to the functioning of the centres in the market and modifications and reorganisations of the retail concept and tenant mix have been made where necessary. With the experience and expertise they bring to Corio, the local management team will be able to add further value to its shopping centre investments by adapting the company’s center management concept to its Italian properties. This added value will be essential in the acquisition of additional Italian centres, which will become a greater priority for the team. Spain: Retail • Spanish portfolio reaches critical mass through Trema acquisition Market and trends After four years of buoyant activity, the Spanish economy was affected by the global economic decline in 2001 and has entered a period of much slower growth, with real GDP growth decreasing from 4.1% in 2000 to 2.6% in the year under review.This reflects weaker domestic demand growth as well as slower export growth due to a weaker external demand. Nevertheless, economic growth remained above the European Union average. Growth in private consumption decelerated steadily in the second half of 2001. It dropped from 4% in the previous year to 2.4% in 2001. However the combination of lower interest rates and falling inflation has supported real disposable income growth.This should gradually restore consumer confidence, which in turn will support further growth in consumption.The unemployment rate continues to drop, despite a slowdown in the number of new jobs created. Inflation fell from a six year high of 4.2% in May 2001 to 2.7% in December. The strong performance of the Spanish property market continued well into 2001. Despite a slowing of rental growth in all property sectors, confidence about the future continues. It is expected that investments will increase in 2002 as more finished product comes onto the market. Supply of retail space in major city high streets is tight, especially for large units, and there is a waiting list of foreign retailers wishing to enter the market.Well known international anchors such as Hennes & Mauritz, Media Markt and PC City are rapidly expanding in Spain. A number of mixed retail and leisure centres opened in 2001, in some cases combined with retail warehouses or factory outlets. New concepts are entering the market because they are well received by the public and as they also avoid planning controls which are stricter for the food sector. In some new centres hypermarkets are being replaced by smaller supermarkets, in combination with other anchor tenants such as medium-sized stores or leisure complexes. Since cinemas, restaurants and food courts are anchor tenants in Spain, and planning restrictions for these are less severe, a saturation of this concept as resulted in some areas. There has been increased interest in mediumsized stores, due to the reliability of their operators and the sales volume they achieve. Franchise chains continue to take up vacant units in shopping centres and malls since they are very keen to extend their geographical coverage.The turnover of the franchise sector increased by 12% in 2001 and it is predicted to experience a further increase of 19% in the coming year.With the number of franchisees expected to grow by 3.7%, the main problem for the sector is a lack of shop units. A number of Spanish retail chains are expected to begin their expansion into other European countries in 2002. In general, the pipeline of new projects will tend to moderate rental increases, which are expected to be slightly above inflation. Furthermore, as a result of restrictions on new licenses, approved centres of good quality will be able to take advantage of the situation and accept only the best tenants. As new space is supplied, rental levels in less competitive centres will have only limited upward potential, and some may decline. Portfolio Following rapid growth in the Spanish retail portfolio in 2000, the only acquisitions in the year under review were the two Trema properties: Gran Turia in Valencia and Gran Via de Horteleza in Madrid. • Gran Turia is situated in Xirivella, to the west of Valencia, next to a major residential zone that represents its primary catchment area, and is easily accessible from nearby motorways. Opened in 1993 and renovated in 2000, Gran Turia has a GLA of 56.300 m2, of which 31,800 m2 is used by Carrefour. Corio now owns 18,400 m2 of the retail gallery.The following operations own their own units: Cines ABC, Diverdrak, Miro and Intersport. 31 There are 4,000 parking places in the adjacent car park, which offers direct access to the centre on either of its two floors. Of the 108 retail units, key tenants include Zara, Cortefiel and Mango. It is well served by a multi-screen cinema and food outlets, including McDonald’s, Pizzeria Cuadriga, Bocatta, Pans & Company and Cantina Mariachi. 13 million customers visited the centre in 2001. • The Gran Via de Horteleza centre is located in the north east of Madrid and consists of 25,500 m2 GLA, of which 6,400 m2 is taken up by the gallery that now forms part of Corio’s Spanish portfolio. 19,100 m2 over two floors is used and owned by Carrefour. Opened in 1992, the centre serves the people who live and work in the area.The office space linked to the centre was added to the Spanish portfolio as part of the same acquisition.The centre is easily accessible from the M40 ring road and provides 1,700 parking spaces.There is also an adjacent metro station, from which the city centre can be reached in ten minutes. Important retail tenants include Springfield, Cortefiel, Benetton, Coronel Tapiocca, Body Shop and Footlocker.There are also a relatively large number of restaurants and fast food outlets. There were 7.5 million customer visits in the year under review. Operations The major expansion of Corio’s Spanish portfolio in 2000 enabled Corio España to add local expertise and become the company’s third true home market. Consolidation and adding value to the existing portfolio then became a priority for the first part of the year under 32 review. Improvements to the tenant mix were made in all the Spanish centres in 2001, with particular success being achieved at Ruta de la Plata in Cáceres. Plans for major extensions at La Loma in Jaen and Sexta Avenida in Madrid were prepared. The integration of the Spanish Trema staff at the end of 2001 provided Corio España with the critical mass to discontinue the subcontracting of many necessary functions. For the first time Corio España had hands-on centre management, at the new malls in Madrid and Valencia.The company’s center management concept will be applied and expanded to other properties in 2002. Geographical distribution Offices* The Netherlands 67% France 26% Spain 5% Others 2% * including industrial and residential Office & industrial operations The overall demand for office space in Europe declined throughout the year under review, with considerably less activity in certain sectors, notably technology, media and telecommunications.The average vacancy rate stabilised initially, but increased in the second half of the year as a consequence of a decrease in net absorption and a growing volume of available space.The growth in prime rents, which had reached a peak in the current cycle in 2000, decreased throughout the year. Office investment in Europe last year fell short of its record level in 2000, although it remained above its long-term average. As a result of the acquisitions and divestments during the year under review, the proportion of office, industrial and residential property in the portfolio was reduced from 47 to 33%. This trend will be continued in 2002. The Netherlands: office & industrial • Significant refurbishment of Weena Point in Rotterdam • Substantial sales of offices in Amsterdam, Rotterdam and Den Haag During the first half of 2001, office-letting activity remained at a fairly high level, especially in the Randstad.The take-up of new office space was only 9% lower than in the same period in 2000, despite the slowdown in economic growth. However by year-end a take-up of about 20% less than the year before was expected for 2001 as a whole. Demand for office space centred principally on the high quality segment, in which appearance and flexibility are key factors, while vacancy increased in the lower quality segment. Take-up of office space reduced during the year. The decrease in demand was caused by the stagnating economy and the decline of the ICT sector, notably in the telecommunications industry. ICT businesses took up 390,000 m2 of office space in 2001, which was 40% less than in the year before.To put these figures in context however, the total take-up still reached about two million square metres, the second highest level ever after the year 2000. The discrepancy between demand and supply is therefore set to grow further. Although take-up will continue to decline, it is not expected to fall to the low levels of the early 1990s. Unless the supply of available office reduces or stabilises, some market segments will develop into buyers’ markets. The decline in take-up was most noticeable in the most important office markets in the south and west of the country, which can be attributed to the international character of these regions. More than half of the total increase in supply during the year under review took place in the Randstad.This was particularly the case in the Amsterdam region, with 200,000 m2, and around Utrecht, with 140,000 m2. The industrial property market in The Netherlands is growing and demand and supply are starting to diverge. By the end of 2001 demand had decreased by 17% compared to the year before, reaching the lowest point since 1997.This demand is primarily focused on modern high-quality properties. Supply rose substantially in 2001, by 30%, but the available space largely consisted of older, less marketable 33 properties vacated by companies moving to more modern, high quality buildings. Price differentiation is taking place in the Dutch industrial property market. Rents for modern and high-quality properties are rising steadily, while rents in less marketable properties are stabilising.This trend is expected to continue through 2002. Following their decline during the last few years, industrial property yields are generally stabilising in The Netherlands. Portfolio The refurbishment of the former Bouwcentrum in Rotterdam was completed at the beginning of 2001.The Bouwcentrum, which was originally constructed shortly after the war and forms a part of Weena Point, was then let immediately. A number of other office properties were also renovated and prepared for let.The ‘Taurus’ building, situated on one of the main approach roads to Rotterdam, was re-let on a long-term lease. Refurbishment of the office building on Prof. E.M. Meijerslaan in Amstelveen was begun. Following an extensive portfolio analysis, two office properties and a multifunctional complex were sold in June 2001 for a total of € 34 million, amongst others the office properties located at Wibautstraat 129, Amsterdam (better known as the ‘Parooltoren’), and Seattleweg 7, Rotterdam, of 10,000 m2 and 8,000 m2. In October 2001, the Beatrixlaan office property in Den Haag was sold for € 17 million.The company chose to dispose of this asset because the letting risks, following required renovation and extension, did not conform to Corio’s strategy.The property, which has a total floor area of 13,100 m2 and 223 parking spaces, had 34 been part of Corio’s portfolio since 1994. The Dutch industrial property portfolio was valued at € 143.0 million at the end of 2001, with no acquisitions or disposals having been made. Operations By means of external benchmarking and regular internal reviews, vacancy risks in the office and industrial portfolio were reduced. In 2001 many long-term lease contracts were once again successfully renewed in conformance with market conditions. Close attention was paid to the reduction of cyclical risks during 2001, and this will be continued in 2002. Medium and long-term trends, such as regional variances in employment and developments in mobility and teleworking, are also taken into account. The disposals required in 2001 by the implementation of Corio’s overall strategy provided the opportunity to optimise the profile of the company’s Dutch office portfolio, by selling non-reversionary assets and properties with higher vacancy risk. France: office & industrial • Substantial reversionary potential of French office portfolio • Sale of office building in Lyon Take-up of office space in the Paris region in 2001 was considerably less than in the year before.The main reasons for this reduction in turnover were the weak economy and high rental levels.The limited availability of good quality office space in areas bigger than 5,000 m2 may also have slowed the market.This limited Modena, GrandEmilia GrandEmilia is one of the magnificent Italian centres Corio acquired in 2001 as a part of the former Trema portfolio.This elegant 39,800 m2 centre, of which Corio owns the 20,000 m2 mall, received a commendation from the ICSC soon after its opening in 1997. Well located next to a motorway junction to the south west of Modena, the centre receives about six million visitors each year. GrandEmilia counts most major brands amongst its tenants, such as Media World, Oviesse and Giacomelli, and retail turnovers are high. The centre is extremely reversionary, particularly from 2004, and rental reviews of up to 20% can be expected.While it has some potential for extension, the centre will be further optimised in the main by Corio Italy’s dedicated center management team.With minimal competition provided in the Italian market, GrandEmilia can be expected to enjoy continuing success for many years. As is the case with Corio’s other Italian properties, the centre profits greatly from its regional catchment area. It is marketed actively, with special events and promotions being organised regularly to attract consumers. supply caused companies to commit early to projects in the year under review, with 75% of the space in schemes larger than 5,000 m2 being pre-let. However, some pre-let buildings were then returned to the market, and some initial tenants began sub-letting office space. future supply is expected to remain limited. Portfolio Corio’s French office portfolio continued to perform very strongly in 2001, with continuing rental growth and record occupancy levels. The amount of immediately available office space and space coming to the market within twelve months increased during 2001. Supply coming to the market after twelve months has fallen however, reflecting the reluctance of developers to start new projects.The overall vacancy rate in the Paris region rose slightly to 3.1% during the course of 2001. The office building at Villeurbanne, Lyon, was sold for an amount of € 11 million.The implementation of the company’s strategy of increasing the retail mix of the French portfolio will continue with further office sales in 2002. Following the 42% increase in rental values in the previous year, it reduced sharply to 9% in 2001. However, rents continued to rise in the first half of the year, whereas the second half saw a stabilisation and even a slight readjustment to lower rates. The positive developments of falling vacancy rates and rising rents from the last few years in the Spanish office markets came to a halt in Madrid but continued in Barcelona, although at a more moderate level. Take-up of office space is expected to remain stable at best in 2002, but will probably fall slightly as compared to 2001.There are no fears of over-development, as stringent approval procedures are applied and developers do not start work without a future buyer, which for speculative development is currently difficult. Nevertheless, supply will increase due to falling demand. In the Paris region, the logistics and industrial property markets were under pressure in 2001, with rents for good quality logistics buildings barely increasing. In the provincial cities these markets were stable.The supply of modern, good quality space continued to fall, forcing occupiers into customer-made projects.The Spain: office • Purchase of 16,400 m2 offices in Madrid Investors’ interest has fallen away in Madrid, but in Barcelona there is still as much or even more interest, especially from international investors. Yields increased slightly during 2001 because of reduced rental growth potential and increased risk. Due to the lack of investment product in Barcelona, yields began to stabilise towards the end of the year, but were expected to increase further in Madrid. Portfolio An office complex associated with the Gran Via Shopping Centre in Hortaleza, Madrid was added to the Spanish portfolio as part of November’s Trema acquisition. Key tenants of this building, which has a lettable area of 16,400 m2 and 300 parking spaces, include Pepsico, Carrefour, Swedish Match and Adidas. 37 Modena, GrandEmilia Description: regional shopping centre Year of acquisition: 2001 Year of construction/renovation: 1996 Lettable area: 20,000 m2 Parking spaces: 4,100 Occupancy rate: 100% Book value: € 103.8 million Annual rent: € 6.4 million Market rent: € 6.6 million Major tenants: Media World, Giacomelli Sport, Oviesse Rent conditions: long-term leases with an expiration of 5 to 12 years In line with the company’s strategy, Corio’s only other non-retail property in Spain – the offices at Barcelona’s Paseo de Gracia – will be sold in 2002. Germany: office Corio’s 13,700 m2 office property in Böblingen, near Stuttgart, will be sold in 2002. USA: office The Bethesda Office Center property in Bethesda, Maryland, was sold at the beginning of 2001 for € 34 million. Corio had originally acquired a stake in the Bethesda Office Center in 1978 and had become the sole owner of the property in 1996.The centre offers a total of 16,300 m2 of office space and 361 parking spaces.The property was sold at its book value. Corio announced the sale of its last remaining property in the United States, L’Enfant Plaza in Washington D.C., for € 60.9 million in August 2001.This property, which had been part of the Corio portfolio since 1996, comprises 24,500 m2 of office space and 298 parking spaces.The sale price was in excess of the year-end 2000 appraisal value.With the sale of this property, all of Corio’s commercial real estate investments are now located in Europe and one of the company’s major strategic aims was achieved. 38 Residential property In 2001 two-thirds of the residential portfolio with a total book value of € 86.3 million was sold.The sale price achieved exceeded their appraisal value as at year-end 2000. As originally announced in October 2000, the remainder of the portfolio of residential property, with a value of only € 42.8 million, will be sold by the end of 2002. 39 Annual Accounts 2001 Consolidated balance sheet after proposed profit appropriation as at 31 December (x € million) ASSETS Investments in property Current assets Receivables Cash and banks Other current assets EQUITY AND LIABILITIES Shareholders’ equity Issued capital Share premium reserve Revaluation reserve General reserve Current liabilities 42 2000 3,470.3 2,705.2 48.9 20.4 3.4 92.7 16.5 5.4 114.6 72.7 3,584.9 2,777.9 639.3 936.6 -165.9 235.4 668.5 888.0 -64.6 302.3 Provisions Loans Long-term loans Short-term loans 2001 1,794.2 1,645.4 50.5 17.9 618.4 277.6 918.4 512.0 1,430.4 896.0 309.8 218.6 3,584.9 2,777.9 Consolidated profit and loss account (x € million) Income from investments Gross rental income retail Gross rental income offices 2000 2001 64.0 104.3 141.2 108.6 249.8 168.3 Operating expenses -45.2 -34.5 Net rental income 204.6 133.8 Expenses Administrative expenses Interest Corporate tax Minority interests Direct investment result Movements in the reserves as a result of Revaluations Changes in provisions for deferred tax liabilities Exchange differences Allocated administrative expenses -6.5 -27.2 - -11.4 -44.6 -0.2 -56.2 -33.7 - -0.2 148.4 99.9 106.1 -5.8 3.0 -2.8 111.0 -4.7 -0.1 -4.9 Indirect investment result 101.3 100.5 Net investment result 249.7 200.4 Figures per share (x € 1) Direct investment result Indirect investment result Net investment result 2.16 2.18 2.28 1.56 3.84 4.34 43 Consolidated cash flow statement (x € million) Cash flow from investment activities Direct investment result Property acquisitions/investments Proceeds of divestments of properties Changes in provisions Allocated administrative expenses Movements in receivables Movements in other current assets Movements in current liabilities 2000 2001 99.9 -906.0 145.8 -2.8 12.7 -1.3 -1.9 148.4 -918.9 269.7 27.9 -4.9 -43.8 -2.0 79.0 -653.6 -444.6 Cash flow from financing activities Dividend paid Repurchase of own shares Shares issued Increase in long-term loans Increase in short-term loans Repayment of short-term loans Buy-out of minority interests 44 -38.8 611.2 68.1 73.9 -35.4 -5.4 -62.3 -26.2 357.0 225.5 -51.1 442.9 673.6 Net cash flow -1.7 20.0 Exchange differences and other movements -2.2 0.4 Decrease/increase in cash -3.9 20.4 Notes to the consolidated annual accounts General In 2001 Corio took a significant step in its strategy to expand in Europe with focus on retail. Following the merger with Winkel Beleggingen Nederland B.V. (WBN) in 2000 (the assets and liabilities and the results of WBN have been included in the consolidated annual accounts of Corio N.V. as from 1 October 2000) this year Corio acquired Foncière Européenne de l’Etoile S.A. (F.E.E.) and Trema S.A. and their subsidiaries.With this acquisition Corio obtained high quality shopping centres in France, Italy and Spain.The transaction has been accounted for by the purchase method.The assets, liabilities and results of F.E.E. S.A. and Trema S.A. have been included in the consolidated annual accounts of Corio N.V. as from 9 November 2001. The company has made use of the exemption as provided by section 402 of Part 9, Book 2, of The Netherlands Civil Code. The consolidated annual accounts are drawn up in conformity with the financial reporting requirements of Part 9, Book 2 of The Netherlands Civil Code. Principles of consolidation The assets, liabilities and results of the group companies are included in full in the consolidated annual accounts. Other interests are consolidated on a pro-rata basis. Assets and liabilities denominated in foreign currencies are translated at the rates of exchange applying on the balance sheet date. Exchange differences on current assets and current liabilities are credited or debited to the profit and loss account. Exchange differences on other assets and liabilities, including foreign participating interests, are credited or debited directly to the revaluation reserve. Results in foreign currencies are translated at the average exchange rates for the year. An exchange rate which is relevant to Corio is that of the US dollar, for which the exchange rate as at year-end 2001 was $ 1 = € 1.135 (year-end 2000: € 1.075) and the average exchange rate in 2001 was $ 1 = € 1.118 (2000: € 1.086). Principles of valuation of assets and liabilities Assets and liabilities are stated at face value, unless otherwise indicated. Receivables are stated less provisions for doubtful debts. Let properties are stated at market value based on annual appraisals by independent experts. Properties acquired during the year are accounted for at cost of acquisition plus directly related expenses. A representative sample of the portfolio is valued each quarter. In the event of material changes in market conditions or occupancy rate of a property between the date of valuation and the balance sheet date, the value of the property concerned is adjusted appropriately. Property is valued on the basis of private sale as let property, taking into account rental income and developments in the near future. Future selling expenses are deducted in full from the valuation. No depreciation is charged on let properties. Properties undergoing renovation or extension are stated at cost. If market conditions require, the valuation is adjusted upwards or downwards on the basis of parameters provided by independent experts. Projects are only stated at a higher market value if the cost is known and leases have been signed. In addition to costs relating to acquisition and external supervision expenses, notional interest is charged on the basis of market interest rates, irrespective of the method of financing. Project cost also include a sum in respect of initial vacancy of the property, unless guarantees have 45 been given by tenants.The capitalised value of notional interest and initial vacancy costs is stated at not more than the budgeted amount. Tangible fixed assets presented under other current assets are stated at cost less depreciation over the useful life of the assets concerned. Movements in the valuation of investments in property as compared with the preceding year, measured in local currency and translated at the year-end rate, are credited or debited to the revaluation reserve. Movements in these valuations due to exchange rate variations are similarly credited or debited to the revaluation reserve, as are results on the sale of properties.The same principle is applied to value adjustments to long-term loans and repayment commitments in the coming year due to exchangerate movements. A provision is formed against the revaluation reserve for potential tax liabilities arising in the future on the sale of property (or the company holding it).This provision is calculated on a present value basis, taking into account the weighted average cost of capital. For retail property a holding period of 15 years and for offices a holding period of 5 years has been applied.This valuation differs from the principles applied in former years.This year’s extension of the portfolio in countries outside The Netherlands has driven this change in accounting principles in 2001. Simultaneously the basis for the calculation of the potential tax liabilities has been changed from an entity-orientation to a property-orientation.The change in accounting principles has no material effect on the result of 2000 or shareholders’ equity as at 31 December 2000. The 30% of administrative expenses allocated to asset management is also charged to the revaluation reserve. Purchased own shares are charged to the share premium reserve and the general reserve at acquisition cost.The amount by which the purchase price exceeds the fiscal cost is charged to the general reserve. Principles of determination of results Gross rental income comprises the rents invoiced in the financial year, net of turnover tax. The company and the majority of its subsidiaries in The Netherlands file a corporation tax return as an investment institution within the meaning of section 28 of the Corporation Tax Act (Wet op de Vennootschapsbelasting 1969). Subject to the requirements of the Act being met, no Dutch corporation tax is due. Subsidiaries, which are not investment institutions within the meaning of the Tax Act, are subject to corporate income tax in accordance with the regulations prevailing in the country of registration. The indirect investment result represents the increase or decrease in the revaluation reserve due to the revaluation of the property portfolio, including results on sale, taking account of any deferred tax liabilities or exchange differences on shareholders’ equity invested in foreign currencies and the allocated administrative expenses. The result per share is determined by dividing the result by the average number of issued shares (65,159,862), excluding shares repurchased by the company. 46 Notes to the consolidated balance sheet Investments in property (x € million) 2000 2001 Retail Offices* Total Retail Offices* Total 1,442.9 1,262.3 2,705.2 438.0 999.0 1,437.0 856.1 -26.7 60.5 - 62.8 -243.0 50.5 4.9 918.9 -269.7 111.0 4.9 956.1 48.8 - 336.8 -145.8 57.3 15.0 1,292.9 -145.8 106.1 15.0 Position as at 31 Dec. 2,332.8 1,137.5 3,470.3 1,442.9 1,262.3 2,705.2 The Netherlands France Italy Spain Other 1,222.8 537.5 348.9 223.6 - 762.5 298.9 57.0 19.1 1,985.3 836.4 348.9 280.6 19.1 1,073.4 234.9 134.6 - 837.9 297.3 16.8 110.3 1,911.3 532.2 151.4 110.3 Position as at 31 Dec. 2,332.8 1,137.5 3,470.3 1,442.9 1,262.3 2,705.2 Position as at 1 Jan. Acquisitions/Investments Divestments Revaluations Exchange differences Investments in property as at 31 December 2001 includes a sum of € 97.9 million (2000: € 80.9 million) in respect of renovation and extension projects. € 9.0 million of the revaluations can be considered as having been realised. Receivables (x € million) Debtors Taxation Other receivables Prepayments and accrued income 2000 2001 6.3 21.3 17.1 4.2 17.9 13.6 55.5 5.7 92.7 48.9 Other receivables includes an amount of € 33.4 million in respect of properties sold. € 1.9 million (2000: € 2.3 million) of other receivables relates to receivables with a term of more than one year. * offices also includes industrial and residential properties. 47 Shareholders’ equity (x € million) The authorised capital consists of 120 million shares of € 10. As at 31 December 2001, there were 66,854,742 issued shares in issue, of which 1,000,000 have been repurchased by the company. Issued capital 2001 2000 Share premium Revaluation reserve reserve Position as at 1 January 2001 Direct investment result Proposed profit appropriation 2000 stock dividend Repurchase of own shares Revaluations Exchange differences Allocated administrative expenses Other movements 639.3 936.6 29.2 -29.2 -19.0 Position as at 31 December 2001 -165.9 General reserve Total 235.4 148.4 -150.1 75.8 -7.2 1,645.4 148.4 -150.1 75.8 -26.2 111.0 -0.1 -4.9 -5.1 -0.4 111.0 -0.1 -4.9 -4.7 668.5 888.0 -64.6 302.3 1,794.2 Position as at 1 January 2000 Direct investment result Proposed profit appropriation 1999 stock dividend Other shares issued Revaluations Exchange differences Allocated administrative expenses Other movements 368.5 596.4 -266.4 4.0 228.9 -4.0 382.3 231.6 99.9 -138.1 42.0 37.9 -38.1 106.1 3.0 -2.8 -5.8 930.1 99.9 -138.1 42.0 611.2 106.1 3.0 -2.8 -6.0 Position as at 31 December 2000 639.3 936.6 -165.9 235.4 1,645.4 Most of the share premium reserve is acknowledged as such for tax purposes and may be distributed tax-free subject to certain conditions. Provisions (x € million) Position as at 1 January Additions charged to the revaluation reserve Changes as a result of acquisitions Position as at 31 December 2000 2001 12.1 17.9 5.8 - 4.7 27.9 32.6 5.8 50.5 17.9 The provisions relate to deferred tax liabilities and tax risks and are predominantly of a long-term nature. 48 Loans The loans are denominated in euros.The amount of total loans falling due within the next five years is € 1,037.5 million. Long-term loans include all debts with a term of more than one year.The average remaining term of the long-term loans is 5.1 years and the average interest rate is 5.5%.The average interest rate is weighted to reflect the outstanding principal sums and terms remaining until the next interest review date. Loans totalling € 198.0 million (2000: € 5.7 million) have been secured by a mortgage. The loans increased in 2001 from € 896.0 million to € 1,430.4 million as a result of the Trema acquisition. Fixed rate debt amounts to 60% and floating rate debt to 40%. Debt overview (x € million) Long-term loans Short-term loans Fixed rate Floating rate Total % of total 801.4 53.1 117.0 458.9 918.4 512.0 64 36 854.5 575.9 1,430.4 100 60% 40% 100% The company uses interest rate swaps to modify its exposure to interest rate movements. As at 31 December 2001 the total amount of interest rate swaps, included in long-term loans under fixed rate is € 154.3 million. The market value of the loans as per 31 December 2001 amounts to € 921.1 million, including € 156.7 million interest rate swaps. Current liabilities (x € million) Taxes Proposed dividend Others 2000 2001 5.4 138.1 75.1 5.6 150.1 154.1 309.8 218.6 Off balance sheet commitments Investment commitments totalling € 448.4 million had been entered into as at 31 December 2001. In addition, guarantees have been furnished for a total of € 24.5 million. A part (approximately 63%) of the revaluation applied to the residential property with a bookvalue of € 42.8 million at 31 December 2001 will be payable to third parties on future realisation. 49 Notes to the consolidated profit and loss account Separation of net rental income (x € million) 2000 2001 Gross rental income Retail Offices The Netherlands France Italy Spain Other Operating Net rental Gross rental expenses income income Operating Net rental expenses income 141.2 108.6 -25.2 -20.0 116.0 88.6 64.0 104.3 -14.0 -20.5 50.0 83.8 249.8 -45.2 204.6 168.3 -34.5 133.8 172.0 52.8 3.2 14.3 7.5 -32.5 -6.0 -0.2 -3.1 -3.4 139.5 46.8 3.0 11.2 4.1 97.2 39.2 8.4 23.5 -17.3 -6.3 -2.2 -8.7 79.9 32.9 6.2 14.8 249.8 -45.2 204.6 168.3 -34.5 133.8 Operating expenses comprises the costs which can be directly attributed to the operation of properties, net of costs charged to tenants. It includes amongst other items: maintenance, re-letting fees, real estate taxes, insurance premiums and property management fees.This last item includes the cost of third parties as well as of Corio management organisations. Administrative expenses (x € million) Personnel Social security charges Pension charges Other personnel expenses Office expenses Advisors, appraisals and audit Quotation and promotion Other management expenses 2000 2001 5.2 1.0 0.7 2.1 3.0 3.7 0.8 0.6 10.1 1.4 1.0 3.6 5.6 4.0 1.1 1.4 17.1 28.2 Charged to operations Charged to third parties Asset management costs charged to revaluation reserve 50 -6.4 -1.4 -9.8 -2.1 -11.9 -7.8 -4.9 -2.8 11.4 6.5 In 2001 the group employed an average (full-time equivalents) of 159 personnel (2000: 85). At year-end, 227 staff (full-time equivalents) were employed by the group (year-end 2000: 143). Interest (x € million) Interest received Interest paid Capitalised interest 2000 2001 2.2 -31.2 1.8 2.7 -53.3 6.0 -27.2 -44.6 Capitalised interest comprises the capitalised construction interest on properties undergoing renovation or extension. Social Remuneration of the Pension security Total Management Board (x € 1,000) Salary costs charges 2001 Th.W.Wernink P.A.R.J.Vismans J.P. van Leeuwen (as from 1 July 2001) J.Visscher (until 30 June 2001)* 284 258 127 109 51 20 36 6 11 7 14 341 289 134 159 * excluding a one-time payment of € 590 778 107 38 923 Number of shares Options exercised in 2001 Grant price Exercise price 15.033 2.000 - 5.000 7.500 24.64 24.64 28.00 28.25 Shares held by the Management Board Th.W.Wernink P.A.R.J.Vismans J.P. van Leeuwen J.Visscher Remuneration of the Supervisory Board (x € 1,000) G.J. Swalef J.D. Bax W. Borgdorff J.A. de Kreij (as from 25 April 2001) Mrs. N. Kroes G. ter Veer (until 25 April 2001) B.Vos G.Wieringa Remuneration 2001 Number of shares as at 31 December 2001 24 19 16 12 16 4 16 16 6.283 500 123 6.783 As at 31 December 2001, the members of the Management Board and the Supervisory Board held no options on Corio N.V. shares. Mr Wernink was granted 10,000 stock appreciation rights at a price of € 24.65 which may be exercised until 1 March 2005. 51 Company balance sheet after proposed profit appropriation as at 31 December (x € million) ASSETS Investments in group companies Receivables Tangible fixed assets Cash and banks 2000 2001 2,154.4 1.0 1.7 - 2,424.9 3.2 1.4 144.0 2,157.1 2,573.5 EQUITY AND LIABILITIES Shareholders’ equity Long-term loans Short-term loans Current liabilities 1,645.4 114.1 189.1 208.5 1,794.2 394.6 231.9 152.8 2,157.1 2,573.5 Company profit and loss account (x € million) Company result Results of participating interests Direct investment result 52 2000 2001 -13.2 113.1 -14.1 162.5 148.4 99.9 Notes to the company financial statements Principles of valuation and determination of results The principles of valuation and determination of results are identical to those for the consolidated financial statements.The consolidated financial statements are part of the notes to the company financial statements. Investments in group companies are stated at net asset value, applying the valuation principles referred to above. Pursuant to section 379, subsection 5 of Part 9, Book 2, of The Netherlands Civil Code, a list of the legal entities in which capital is invested directly or indirectly has been filed with the Utrecht Trade Register. Notes to the company balance sheet Investments in group companies (x € million) Position as at 1 January Acquisitions Valuation differences Results of participating interests Other movements 2001 2000 2,154.4 1,313.5 616.5 105.4 113.1 5.9 0.3 104.7 162.5 3.0 Position as at 31 December 270.5 840.9 2,424.9 2,154.4 Shareholders’ equity For details of shareholders’ equity and movements in this item reference is made to the notes to the consolidated balance sheet. Long-term loans The long-term loans relate to long-term finance provided by group companies. Current liabilities (x € million) Credit institutions Proposed dividend Other 2000 2001 63.5 138.1 6.9 150.1 2.7 152.8 208.5 53 Contingent liabilities Corio N.V. has issued a guarantee pursuant to section 403 of Part 9, Book 2, of The Netherlands Civil Code in respect of several of its subsidiaries (dochtermaatschappijen) in The Netherlands. Notes to the company profit and loss account Results of participating interests represent the share of the net results of these enterprises, taking into account any taxes due on the results. Utrecht, 21 March 2002 The Supervisory Board 54 The Management Board Other information Profit appropriation Auditors’ report The appropriation of profit is subject to the provisions of Article 30 of the Articles of Association, paragraph 2 of which states that the profit shown by the profit and loss account as adopted by the General Meeting is at the disposal of the General Meeting. Introduction We have audited the 2001 accounts, page 41 to 54, of Corio N.V., Utrecht.These accounts are the responsibility of the company’s management. Our responsibility is to express an opinion on these accounts based on our audit. It is proposed that a dividend be distributed from the 2001 result of € 2.28 per share in cash or, at the shareholder’s option, € 1.82 (80%) per share in cash, together with a stock dividend charged to the share premium reserve, which shall have a value of at least € 0.46 (20%) per share. Scope We conducted our audit in accordance with auditing standards generally accepted in The Netherlands.These standards require that we plan and perform the audit to obtain reasonable assurance as to whether the accounts are free of material misstatement.The audit includes examining, on a test basis, evidence supporting To the extent that the amount payable in respect the amounts and disclosures in the accounts. The audit also includes assessing the accounting of dividend, as a consequence of the issue of principles used and significant estimates made shares in 2001 exceeds the direct investment by management, as well as evaluating the overall result, the difference will de charged to the financial statement presentation.We believe that general reserve. our audit provides a reasonable basis for our opinion. Transactions with parties holding direct interests The members of the Supervisory Board and the Management Board of Corio N.V. had no personal interest in the company`s investments during the 2001 financial year. Opinion In our opinion, the accounts give a true and fair view of the financial position of the company as at 31 December 2001, and of the results for the year then ended in accordance Stichting Pensioenfonds ABP qualifies as a major with accounting principles generally accepted investor as defined in the Investment Institutions in The Netherlands and comply with the Supervision Decree (Besluit toezicht beleggings- financial reporting requirements of part 9, instellingen). book 2, of The Netherlands Civil Code and the Wet toezicht beleggingsinstellingen (Investment Institutions Supervision Act). Amsterdam, 21 March 2002 KPMG Accountants N.V. 55 Organisation and addresses DENMARK Copenhagen IRELAND Dublin U. K. Rotterdam London NETHERLANDS Berlin Amsterdam GERMANY BELGIUM P Bruxelles Prague LUXEMBOURG CZECH Paris Vienna FRANCE AUSTRIA Bern SWITZERLAND Ljubljana SLOVENIA Grenoble Brat HU Zagreb CROATIA Modena BOSN Sara ANDORRA PORTUGAL Madrid R Li b Market Research Tax Communication Legal Human Resource Management Corio Nederland Retail Control Management Board Corio Nederland Kantoren Treasury Information Technology Corio France Corio Italia Corio España Adressess and contacts Corio N.V.* Thom.W.Wernink, Chairman Vliegend Hertlaan 9-11, 3526 KT Utrecht P.O. Box 8441, 3503 RK Utrecht,The Netherlands T +31 30 282 93 00, F +31 30 281 72 31 E [email protected], I www.corio-eu.com Corio France Andrew D. Percival, Managing Director 120 Avenue Charles de Gaulle 92200 Neuilly sur Seine, France T +33 1 474 53 000, F +33 1 474 55 850 E [email protected], I www.corio-eu.com Corio Nederland Retail* Gerard H.W. Groener, Managing Director Hoog Catharijne,Vredenburg 138, 3511 BG Utrecht P.O. Box 8243, 3503 RE Utrecht,The Netherlands T +31 30 234 64 64, F +31 30 233 35 78 E [email protected], I www.corio-eu.com Corio Italia Ermanno Niccoli, Managing Director Via Fabio Filzi 25/A 20124 Milan, Italy T +39 026 69 63 49, F +39 026 69 77 11 E [email protected], I www.corio-eu.com Corio Nederland Kantoren* Jan Visser, Managing Director Vliegend Hertlaan 9-11, 3526 KT Utrecht P.O. Box 8441, 3503 RK Utrecht,The Netherlands T +31 30 282 93 00, F +31 30 281 72 32 E [email protected], I www.corio-eu.com Corio España John Sanders, Managing Director C/Goya, 59, 2°-2, 28001 Madrid, Spain T +34 91 426 17 77, F +34 91 345 56 44 E [email protected], I www.corio-eu.com * Please see inside back cover for new addresses as of 1 July 2002 56 ITALY Five-year review (x € million) 2001 2000 1999 1998 1997 Net rental income Expenses 204.6 -56.2 133.8 -33.9 102.9 -22.0 102.8 -25.4 94.9 -27.4 Direct investment result 148.4 99.9 80.9 77.5 67.5 Revaluations Changes in provisions for deferred tax liabilities Exchange differences Allocated administrative expenses 111.0 -4.7 -0.1 -4.9 106.1 -5.8 3.0 -2.8 68.7 -4.8 10.5 -2.0 57.1 -2.0 -5.3 -1.9 7.4 13.3 -1.9 Indirect investment result 101.3 100.5 72.4 47.9 18.8 Net investment result 249.7 200.4 153.3 125.4 86.3 3,470.3 3,584.9 1,794.2 2,705.2 2,777.9 1,645.4 1,437.0 1,492.2 930.1 1,263.4 1,303.4 857.0 1,271.4 1,307.7 808.3 Shares issued (x € million)* - year-end - average 65.9 65.2 63.9 46.2 39.4 39.4 39.4 39.6 39.4 39.1 Figures per share (x € 1) Direct investment result Indirect investment result 2.28 1.56 2.16 2.18 2.05 1.84 1.95 1.21 1.73 0.48 Net investment result 3.84 4.34 3.89 3.16 2.21 Shareholders’ equity 27.25 25.74 23.61 21.74 20.5 2.28 1.82 ** 2.16 8.33% 2.05 8.00% 1.95 6.67% 1.70 6.52% 29.50 21.50 24.90 28.10 24.00 27.00 29.35 24.50 26.80 27.00 23.05 27.00 25.28 20.92 23.28 91,049 76,134 102,651 69,694 127,224 Investments in property Balance sheet total Shareholders’ equity Dividend - in cash, or - in cash, plus shares charged to the share premium reserve Share price, high Share price, low Share price, year-end Average stock exchange turnover (per day, purchases and sales) * net of repurchased own shares ** ratio to be determined on 17 May 2002 57 Property portfolio as at 31 December 2001 a Description b Year of acquisition c Year of construction/ renovation d Lettable area e Parking spaces f Occupancy rate g Book value (x € million) h Annual rent (x € million) i Market rent (x € million) j Major tenants k Rent conditions Unless otherwise stated, all properties are freehold. Rents and areas are stated at 100%, irrespective of Corio’s interest.Where less than 100%, Corio’s interest is given in brackets.The annual rent is the contractual annual rent applying at the end of the year. In the case of unlet property, the current market rent is taken as the annual rent.The occupancy rate reflects the rent situation as at year-end. Only properties with a market value of € 5 million or more are stated separately. Retail The Netherlands Alkmaar Almelo Almere Alphen a/d Rijn Amersfoort Amstelveen Amsterdam Arnhem Capelle a/d IJssel Delft Den Haag Dordrecht Goirle Heerhugowaard Heerlen Hengelo Hoofddorp Leek Leeuwarden Maastricht Leiderdorp Nieuwegein Oegstgeest Rijswijk Rotterdam Spijkenisse Tilburg Utrecht Veldhoven Velsen 58 Year of construction/ renovation Europaboulevard 26-28 Binnenhof 1-49, ‘Schelfhorst’ Stadhuisplein/Stationsstraat/Stadhuisstraat, ‘t Circus’ Stationspl./Stationsstr./Buspl./ Metropolestr., ‘Stadshart’ De Aarhof 1-75, ‘De Aarhof ’ Emiclaerhof/De Beurs/Het Masker, ‘Emiclaer’ Groenhof 113-164, ‘Groenhof ’ Arenaboulevard, ‘ArenA Arcade’ Arenaboulevard, ‘Villa ArenA’ Reigersbos 1-192 etc., ‘Reigersbos’ Hanzestraat 1-225 etc., ‘Presikhaaf ’ Picassopassage 1-38, ‘De Scholver’ Martinus Nijhofflaan 1-19 Het Kleine Loo 198-456, ‘Het Kleine Loo’ P.A. de Kokplein 93-173, ‘Sterrenburg’ De Hovel 10-11, 19 Middenwaard 1-129/Parelhof 80-108, ‘Middenwaard’ Saroleastraat 3-51, ‘Corio Center’ Brinkstraat/Marskant/Markt, ‘De Brink’ Muiderbos, ‘Het Paradijs’ De Schans, ‘Liekeblom’ Tijnjedijk 76 (1-10) Franciscus Romanus Elisabethhof 1,4,8,9, ‘Meubelplein Leiderdorp’ Plein/Passage/Markt/Boogstede/Raadstede, ‘Cityplaza’ Irislaan 45-99/Lange Voort 1-24, 11-41,‘Lange Voort’ In de Bogaard J 5-J 67, ‘In de Bogaard’ Schorpioenstraat/Pegasusweg, ‘Alexandrium I’ (leasehold) Hadewychplaats 2-62, ‘Maaswijk’ Nieuwstraat 105-211, ‘De Kopspijker’ (leasehold) Emmapassage 1-26, ‘Emmapassage’ Drommedarislaan 11-15/Hollantlaan 2-14 Stationstraverse etc., ‘Hoog Catharijne’ (leasehold) Meent 1-83/Meiveld 174, ‘City Passage’ Galle Promenade etc., ‘Velserbroek’ Year of acquisition Lettable area (m2) Parking places (no.) 1984 2000 1988 2000 2000 1992 3,200 5,400 4,900 202 1998 1992 1994 1972 2001 2001 1982 1984 1983 1971 1968 1990 1997 1975 1998 1999 1986 1988 1973 1981 1986 2000 1994 2000 2000 2001 2001 2000 2000 2000 2000 1999 2000 2000 1994 2000 2000 2001 2001 2000 2000 2000 12,700 8,700 18,700 6,600 4,100 45,900 10,300 30,800 6,300 3,800 8,100 12,600 3,500 22,900 17,900 16,400 5,400 4,300 7,400 8,600 14,100 1983 1974 2001 2001 2000 2000 2000 1994 28,000 8,600 12,400 39,400 1996 1988 1991 1988 1975 1995 1994 2000 1994 1992 1994 2000 2000 2000 4,300 4,800 5,300 12,700 57,700 7,400 8,600 178 172 236 170 208 450 374 600 275 130 98 1,350 320 325 3,730 Annual rent Occupancy (x € million) rate (%) 0.5 0.8 1.2 100 100 100 2.5 2.2 3.4 1.3 0.5 5.4 1.7 3.3 1.1 0.7 1.2 2.0 0.4 4.3 3.0 2.9 0.9 0.5 0.8 0.4 1.0 100 100 100 100 100 100 100 99 98 100 100 99 100 100 100 99 95 97 100 100 100 5.4 1.2 2.0 10.8 100 100 100 100 0.7 1.1 1.4 0.6 20.9 1.7 1.4 100 100 100 100 99 99 100 Turin, Le Gru a super-regional shopping centre b 2001 c 1994 d 32,000 m2 e 4,700 f 98% g € 173.5 h € 11.5 i € 12.5 j Media World, La Rinascente, Top Food k long-term leases with an expiration of 5 to 12 years Utrecht, Hoog Catharijne a shopping centre in the city centre, with a city and regional function with offices b 2000 c 1975 d 57,700 m2 shopping gallery and 46,900 m2 offices e 3,730 f 99% g € 239.7 h € 28.3 i € 29.0 j retail: Miss Etam, Xenos, H&M, Coltex. offices: NS, USZO, ANOZ k long-term leases with an expiration of 5 to 10 years Year of construction/ renovation Voorburg Wassenaar Wateringen Zaandam Zeist Zoetermeer Kon. Julianalaan 263-267b, ‘Julianabaan’ Langstraat 142-154 Vliethof 1-16, 57-62, 87-94, ‘Vliethof ’ Ankersmidplein 1-9/ Parkeergarage Rustenburg Emmapl. 1-29, 210-252 etc., ‘Belcour’ Hannie Schaftrode 2-146 etc., ‘Buytenwegh’ 1998 2000 1997 1973 1996 1978 Year of acquisition Lettable area (m2) 2000 2000 2000 2000 2000 2000 3,500 1,700 4,200 3,400 6,900 5,500 Properties (34) with a market value of less than € 5 million Total Retail The Netherlands Parking places (no.) 74 680 Annual rent Occupancy (x € million) rate (%) 0.5 0.3 0.6 0.8 1.5 0.7 95 100 100 76 82 97 72,100 382 8.6 94 569,100 9,954 102.1 98 876 1,275 363 4.0 2.2 0.9 1.6 1.5 7.0 2.5 4.5 1.6 0.4 2.3 0.5 3.2 99 100 81 100 100 100 98 89 100 100 98 100 90 17 0.8 96 1.7 96 France Caen Mondeville, ‘C.C. Mondeville 2’ Avenue du Maréchal Juin, ‘C.C. Côte de Nacre’ Cherbourg Centre Commercial Carrefour Cotentin Dijon Rue de la Liberté, ‘Au Pauvre Diable’ Grenoble 55, Grand’Place, ‘C.C. Grand’Place’ Issy les Moulineaux 3, Alleé Sainte Lucie, ‘Les Trois Moulins’ Ivry-sur-Seine 30, Boulevard Paul Vaillabt, ‘Ivry Grand Ciel’ Laval 46, Avenue de Latre de Tassigny, ‘La Mayenne’ Metz Rue Serpenoise, ‘Printemps’ Montreuil 235, Rue Ettiene Marcel, ‘La Grande Porte’ Mulhouse 54/58, Rue du Sauvage - ‘La Galerie’ Nice 15, Boulevard Général Louis Delfino, ‘C.C.TNL’ Paris 92 à 98, Rue de Provence/31 à 34, Rue Joubert, ‘Provence Opéra’ Rouen 8, Allée Eugène Delacroix, ‘C.C. Galerie de L’Espace du Palais’ Saint-Etienne 1 à 7, Rue des Docteurs Charcot, ‘C.C. Centre Deux’ Saint Geneviève des Bois La Croix Blanche Toulon Rue du Murier, ‘C.C. Mayol’ (Corio interest 40%) Properties (11) with a market value of less than € 5 million Total Retail France 1995 1970 1977 1989 2001 2001 1992 1997 1986 1918 1991 1989 1981 1994 1999 2001 2001 2000 1998 2001 2001 2001 2001 2001 2001 1996 12,000 28,400 6,100 6,000 4,000 40,000 6,900 27,400 7,200 12,000 6,200 10,200 7,500 1991 1999 2,100 1994 1993 11,600 1979 1980 1990 1979 2001 1994 23,400 6,700 18,900 1,500 40 1,590 3.6 0.6 4.9 97 100 99 22,400 61 1.2 94 259,000 11,204 45.0 97 567 2,017 452 1,235 671 540 59 Rotterdam, Weena Point a offices near railway station in the city centre b 1992 c 2001 d 35,800 m2 e 393 f 98% g € 64.1 h € 5.4 i € 5.5 j Nauta Dutilh, Lyondell Chemical,Vestua Groep k long-term leases with an expiration of 5 to 10 years Bologna, Gran Reno a regional shopping centre b 2001 c 1993 d 13,000 m2 e 2,700 f 100% g € 71.6 h € 4.4 i € 4.9 j Media World, Cisalfa, La Fiera del Libro k long-term leases with an expiration of 5 to 12 years Italy Bologna Modena Turin Shopville Gran Reno GrandEmilia Shopville Le Gru Year of construction/ renovation Year of acquisition Lettable area (m2) Parking places (no.) 1993 1996 1994 2001 2001 2001 13,000 20,000 32,000 2,700 4,100 4,700 4.4 6.2 11.5 100 100 98 65,000 11,500 22.1 99 4,000 1.6 2.0 1.4 1.4 3.0 3.0 0.6 1.7 4.8 98 97 100 97 96 100 100 99 98 Total Retail Italy Annual rent Occupancy (x € million) rate (%) Spain Cáceres Irun Jaen Las Palmas Madrid Palencia Parla Valencia C/Londres 1, ‘Ruta de la Plata’ ‘Parque Comercial Txingudi’ Ctra. Bailén, ‘La Loma’ Ctra. Del Norte 112, ‘La Ballena’ ‘Sexta Avenida’ CC Gran Via de Horteleza Avenida de Madrid 37, ‘Las Huertas’ C/Pinto s/n, ‘El Ferial’ CC Gran Turia 1993 1997 1991 1993 1990 1992 1989 1995 1993 2000 1999 2000 2000 2000 2001 2000 2000 2001 8,000 8,900 8,700 6,200 10,500 6,400 4,000 6,800 18,400 550 1,700 Total Retail Spain 77,900 6,250 19.5 98 TOTAL RETAIL 971,000 38,908 188.7 98 60 Nieuwegein, Cityplaza a shopping centre in the city centre of Nieuwegein b 2000 c 1983 d 28,000 m2 shopping gallery and 6,200 m2 offices e 98 f 100% g € 66.6 h € 6.3 i € 6.8 j Vendex, Hema k long-term leases with an expiration of 5 to 10 years Caen, Mondeville II a regional shopping centre b 1994 c 1995 d 12,000 m2 e 876 f 99% g € 65.4 h € 4.0 i € 4.7 j Casino, Pizza Paï, Etam, Celio, Camaïeu k generally 12 year leases Offices* Year of construction/ renovation The Netherlands Amersfoort Almere Amstelveen Amsterdam Arnhem Breda Capelle a/d IJssel Den Haag Hoofddorp Houten Leiden Maarssen Maastricht Moerdijk Nieuwegein Ridderkerk Rijswijk Rotterdam Utrecht Heliumweg/Neonweg/Nijverheidsweg (industrial) Monitorweg 1-27, ‘Tyro House’ Stationsplein 5-13, 35-41, ‘Stationade’ Prof. E.M. Meijerslaan 2 Prof. E.M. Meijerslaan 3 Prof. E.M. Meijerslaan 5 Bijlmerdreef 100-102, ‘Laanderpoort’ (leasehold) De Boelelaan 28-30 (leasehold) Nieuwe Hemweg 1-7 (industrial) P. van Anrooystraat 7 Rhijnspoorplein 10-38, ‘Sarphati Plaza’ Stadhouderskade 55, ‘Willemshuis’ (leasehold) Vijzelgracht 50/3e Weteringdwarsstraat, ‘Noortse Bosch’ Burg. Matsersingel 200, ‘Matserhuis’ Velperweg 26, ‘Velperbeek’ De Bijster 10-26, ‘De Bijster’ Rivium Quadrant 1, ‘Taurus’ Churchillplein 1 Het Kleine Loo 198-456, ‘Het Kleine Loo’ Schedeldoekshaven 101, ‘Terminal’ (leasehold) (Corio interest 50%) Broekermeerstraat 135 (industrial) Jupiterstraat 82-200/Planetenweg, ‘Pluspoint’ Noordmeerstraat 20-38/Daalmeerstraat 3-21 (industrial) Meidoornkade 10-12 Schuttersveld 9, ‘Schuttersveld’ Computerweg 1-8 Computerweg 10-20 (industrial) Erasmusdomein 50 Transitoweg/Zeehavenweg (industrial) Raadstede 15-27/Schakelstede 45, ‘City Plaza’ Keurmeesterstraat 20-30 (industrial) Handelskade 49, ‘Mercurion’ Abraham van Stolkweg 62-134, ‘Kleinpolderpark’ (industrial) Bovendijk 192-222 (industrial) Schorpioenstraat/Pegasusweg, ‘Oosterhof ’ (leasehold) Weena 700/Kruisplein 25, ‘Weena Point’ Europalaan 101, ‘De Drommedaris’ Europalaan 20 Godebaldkwartier etc., ‘Hoog Catharijne’ (leasehold) * offices include also industrial and residential properties Year of acquisition Lettable area (m2) 1998 1999 1986 1986 1972 2001 1991 1999 1976 1988 1992 1991 1994 1999 2000 1994 1987 1987 1994 1988 1997 1988 1994 1994 14,800 3,500 4,700 6,900 8,500 4,000 13,700 7,700 30,200 4,000 4,500 3,900 1980 1986 1990 1987 2001 1985 1968 1998 1992 1992 1998 1994 1997 1999 19,300 4,700 4,500 5,500 3,100 19,500 4,800 1991 1985 1990 1992 1992 1992 11,000 16,900 11,900 1981 1986 1995 1988 1988 1981 2000 1983 1990 1994 1992 1992 1992 1988 1988 1997 2000 2000 1996 1994 19,700 5,700 7,500 11,200 7,800 6,700 62,200 6,200 21,200 13,500 1999 1999 1984 2001 1987 1988 1973 1994 1997 1994 1992 1994 1992 2000 18,100 19,100 7,200 35,800 3,800 6,100 46,900 Parking places (no.) Annual rent Occupancy (x € million) rate (%) 0.7 0.4 0.5 1.1 1.1 0.8 2.2 1.4 1.7 0.8 0.9 0.6 89 100 100 100 100 100 100 100 100 100 100 100 135 106 99 100 85 398 3.1 0.5 0.6 0.7 0.5 2.2 0.5 100 100 100 100 0 100 100 133 2.0 0.8 2.7 100 100 98 1.2 0.7 1.0 1.3 0.6 0.9 2.8 0.9 1.1 1.2 80 100 100 100 100 100 100 100 94 100 1.0 0.9 1.0 5.4 0.5 0.8 7.4 100 100 100 98 100 100 100 71 102 154 90 208 17 59 63 54 1,290 119 88 107 195 109 393 34 111 61 Heerhugowaard, Middenwaard a shopping centre in the city centre b 1994 c 1975 d 22,900 m2 e - f 100% g € 47.1 h € 4.3 i € 5.1 j Ahold, Hema, Blokker k long-term leases with an expiration of 5 to 10 years Valencia, Gran Turia a shopping centre in the city centre b 2001 c 1993 d 18,400 m2 e 4,000 f 98% g € 50.0 h € 4.8 i € 4.8 j Century Fun, Zara, Cortefiel k long-term leases with an expiration of 5 to 15 years Zeist Zoetermeer Year of construction/ renovation Year of acquisition Lettable area (m2) 1987 1987 1984 1999 1984 1988 1992 1992 1999 1992 14,300 4,300 4,700 4,000 4,200 1978 1992 17,000 St. Jacobsstraat 200-500, ‘Jacobsweerd’ De Dreef 2, ‘Mooi Zeist’ Slotlaan 6-26/Jufferstraat 10-38 Europaweg 81-119, ‘Continental’ Ierlandlaan 25-35, ‘De Leeuwenhoek’ Wiltonstraat 15-31/Philipsstraat 6-40, ‘Hoornerhaghecentrum’ (industrial) Properties (18) with a market value of less than € 5 million Total Offices The Netherlands Parking Annual rent Occupancy places (no.) (x € million) rate (%) 196 101 79 27 194 2.6 0.6 0.7 0.5 0.6 100 100 100 100 93 0.9 100 72,900 774 6.3 94 627,700 5,691 66.6 98 France Clamart 1, Avenue Newton, ‘Le Newton’ Courbevoie - La Défense 10, Place de Vosges, ‘Le Balzac’ (Corio interest 40%) Les Ulis 6, Rue de la terre de Feu, ‘Terre de Feu’ Lille 45, Rue de Tournai, ‘L’Arcuriale’ Massy ZAC du Pérou 2, 2-32, Rue des Champarts (industrial) Nanterre - La Défense 65, Rue des Trois Fontanot, ‘MB 9’ Puteaux - La Défense 14, Rue Hoche, ‘Kupca-C’ (Corio interest 40%) Rueil-Malmaison Rue Henri Sainte Claire Deville, ‘Les Fontaines’ Rue Armand et Eugène Peugeot, ‘Frères Peugeot’ St. Quentin-en-Yvelines 35-37, Boulevard Vauban, ‘Le Vauban’ 1, Rue Jacques Monod, ‘Millipore’ Place des Freres Montgolfier, ‘Montgolfier’ Toulouse 7/8, Esplanade Compans Caffarelli, ‘Atria’ et ‘Espace Compans’ Toulouse - Blagnac 4, Avenue Didier Daurat, ‘Centreda et les Ailes’ Vélizy - Villacoublay 13, Avenue Morane Saulnier, ‘Le Bleriot et le Nieuport’ Properties (6) with a market value of less than € 5 million Total Offices France 62 1964 1989 2000 1995 1999 1988 1999 1999 13,400 15,500 3,500 15,300 273 262 171 404 1.1 5.8 0.6 2.6 100 100 100 100 1998 1991 1992 1991 1989 1992 1991 1992 1998 1990 1990 2000 2000 1997 2000 2000 56,000 9,200 11,900 10,000 7,300 5,800 5,500 5,000 611 146 274 207 144 138 200 130 3.1 3.2 4.5 2.3 2.1 0.8 0.8 0.8 100 100 100 100 91 100 100 10 1993 1990 1999 1994 8,800 14,100 132 371 1.2 1.3 97 90 1991 1990 7,800 388 1.7 100 12,800 37 0.7 80 201,900 3,888 32.6 98 Nanterre, La Défense a office building to be renovated in 2002 b 1990 c 1991 d 9,200 m2 e 146 f 100% g € 34.2 h € 3.2 i € 3.2 j Oracle k lease ends in April 2002 Amersfoort, Emiclaer a urban district shopping centre b 1994 c 2000 d 18,700 m2 e 178 f 100% g € 44.5 h € 3.4 i € 3.4 j Schuitema, Ahold k long-term leases with an expiration of 5 to 15 years Year of construction/ renovation Year of acquisition Lettable area (m2) Parking places (no.) 1975 1992 1990 2001 4,800 16,400 49 300 0.7 2.4 98 99 21,200 349 3.1 99 13,700 347 1.5 100 864,500 10,275 103.8 98 TOTAL PROPERTY PORTFOLIO 1,835,500 49,183 292.5 98 The Netherlands France Italy Spain Germany 1,196,800 460,900 65,000 99,100 13,700 15,645 15,092 11,500 6,599 347 168.7 77.6 22.1 22.6 1.5 98 97 99 98 100 TOTAL 1,835,500 49,183 292.5 98 Spain Barcelona Madrid Paseo de Gracia 85 Gran Via de Hortaleza Total Offices Spain Annual rent Occupancy (x € million) rate (%) Germany Böblingen Calwerstrasse 7 TOTAL OFFICES 1984 1994 63 Heerlen, Corio Center a shopping centre in the city centre b 2000 c 1998 d 17,900 m2 e - f 100% g € 38.8 h € 3.0 i € 3.3 j Marktkauf, Hema, H&M k long-term leases with an expiration of 5 to 10 years Concept and production BJS/Business Media, Bloemendaal Design and art direction Samenwerkende Ontwerpers, Amsterdam Photography Maarten van de Velde, Archive Corio Printing Fhp Print Consult, Amsterdam Corio N.V. Vliegend Hertlaan 9–11, 3526 KT Utrecht P.O. Box 8441, 3503 RK Utrecht,The Netherlands T +31 30 282 9300, F +31 30 281 7231 E [email protected], I www.corio-eu.com 64 Madrid, Gran Via de Horteleza a shopping centre in the city centre b 2001 c 1992 d 6,400 m2 e 1,700 f 100% g € 74.5 h € 3.0 i € 2.7 j Pimkie, Cortefiel k long-term leases with an expiration of 5 to 12 years Report and accounts 2001 Profile Leading player With an investment portfolio of € 3.5 billion, Corio is one of the largest quoted property investment companies in Europe with a primary focus on retail. Corio’s name (which translates from Latin into ‘crossroads’) reflects the company’s aim of being a meeting point for retailers and their customers, by managing shopping centres with a long-term view. Report and accounts 2001 Clear strategy Corio aims at having at least 50% of the portfolio in Europe outside The Netherlands, with a retail share of at least 75%. Depending on the real estate cycles, Corio’s selective investments in the office sector will represent up to 25% of the value of the total portfolio. New addresses as from July 1, 2002 Corio N.V. Jacobsweerd, St. Jacobsstraat 200, 3511 BT Utrecht P.O. Box 8243, 3503 RE Utrecht,The Netherlands T +31 30 282 93 00, F +31 30 233 35 78 E [email protected], I www.corio-eu.com Corio Nederland Retail Jacobsweerd, St. Jacobsstraat 200, 3511 BT Utrecht P.O. Box 8243, 3503 RE Utrecht,The Netherlands T +31 30 234 64 64, F +31 30 233 35 78 E [email protected], I www.corio-eu.com Corio Nederland Kantoren Jacobsweerd, St. Jacobsstraat 200, 3511 BT Utrecht P.O. Box 8243, 3503 RE Utrecht,The Netherlands T +31 282 93 00, F +31 30 233 35 78 E [email protected], I www.corio-eu.com Active center management Our heart is in retail properties where people and business come together. We target the retailers and their customers in our drive to create value through pro-active management. Local management Corio is actively involved in many stages of the investment process, via its professional and dedicated local organisations in The Netherlands (Utrecht), France (Paris), Italy (Milan) and Spain (Madrid). Liquidity Corio’s shares are actively quoted on Euronext Amsterdam. Its market capitalisation stands at € 1.8 billion, with a free float of 65% on average. It takes approximately four days to acquire a € 10 million holding in Corio.This makes Corio one of the most liquid property investment companies in Europe. Risk diversification Corio has over 5,000 tenants in 250 properties in The Netherlands, France, Italy and Spain, providing a secure income stream. Corio’s focus on retail property and geographical spread reduces sensitivity to cyclical movements. Dividend It is Corio’s long-term objective to ensure a pay-out ratio of 80%, which results in a high dividend yield. Tax-efficient vehicle Corio qualifies as a Fiscal Investment Institution (fiscale beleggingsinstelling – ‘FBI’) under Dutch law.This means that it pays no Dutch corporate income tax. III 115 110 105 100 95 90 85 80 jan feb mar apr may jun jul aug sep oct nov dec Corio vs EPRA-indices 2001 Corio EPRA Europe EPRA EuroZone EPRA Netherlands I II Share price/ NAV (x € 1) 2,50 30 25 IV V Results in perspective (x € million) Dividend per share (x € 1) Occupancy rate total portfolio (%) 250 100 200 95 150 90 100 85 50 80 2,00 1,50 20 0 1,00 15 ’97 ’98 ’99 ’00 ’01 ’97 ’98 ’99 ’00 ’01 75 ’97 ’98 ’99 ’00 ’01 NAV year-end Direct investment result Share price year-end Indirect investment result ’97 ’98 ’99 ’00 ’01 Report and accounts 2001 Profile Leading player With an investment portfolio of € 3.5 billion, Corio is one of the largest quoted property investment companies in Europe with a primary focus on retail. Corio’s name (which translates from Latin into ‘crossroads’) reflects the company’s aim of being a meeting point for retailers and their customers, by managing shopping centres with a long-term view. Report and accounts 2001 Clear strategy Corio aims at having at least 50% of the portfolio in Europe outside The Netherlands, with a retail share of at least 75%. Depending on the real estate cycles, Corio’s selective investments in the office sector will represent up to 25% of the value of the total portfolio. New addresses as from July 1, 2002 Corio N.V. Jacobsweerd, St. Jacobsstraat 200, 3511 BT Utrecht P.O. Box 8243, 3503 RE Utrecht,The Netherlands T +31 30 282 93 00, F +31 30 233 35 78 E [email protected], I www.corio-eu.com Corio Nederland Retail Jacobsweerd, St. Jacobsstraat 200, 3511 BT Utrecht P.O. Box 8243, 3503 RE Utrecht,The Netherlands T +31 30 234 64 64, F +31 30 233 35 78 E [email protected], I www.corio-eu.com Corio Nederland Kantoren Jacobsweerd, St. Jacobsstraat 200, 3511 BT Utrecht P.O. Box 8243, 3503 RE Utrecht,The Netherlands T +31 282 93 00, F +31 30 233 35 78 E [email protected], I www.corio-eu.com Active center management Our heart is in retail properties where people and business come together. We target the retailers and their customers in our drive to create value through pro-active management. Local management Corio is actively involved in many stages of the investment process, via its professional and dedicated local organisations in The Netherlands (Utrecht), France (Paris), Italy (Milan) and Spain (Madrid). Liquidity Corio’s shares are actively quoted on Euronext Amsterdam. Its market capitalisation stands at € 1.8 billion, with a free float of 65% on average. It takes approximately four days to acquire a € 10 million holding in Corio.This makes Corio one of the most liquid property investment companies in Europe. Risk diversification Corio has over 5,000 tenants in 250 properties in The Netherlands, France, Italy and Spain, providing a secure income stream. Corio’s focus on retail property and geographical spread reduces sensitivity to cyclical movements. Dividend It is Corio’s long-term objective to ensure a pay-out ratio of 80%, which results in a high dividend yield. Tax-efficient vehicle Corio qualifies as a Fiscal Investment Institution (fiscale beleggingsinstelling – ‘FBI’) under Dutch law.This means that it pays no Dutch corporate income tax.