Compagnie immobilière de belgique
Transcription
Compagnie immobilière de belgique
Compagnie Immobilière de Belgique ANNUaL report 2007 FINANCIAL INFORMATION IFRS 2004 2005 2006 2007 198.4 150.1 232.4 176.6 72.2 CONSOLIDATED ACCOUNTS (MEUR) Operating income Cash flow 3.4 8.2 10.3 Net income, Group's share 0.5 17.2 20.2 50.2 Equity, Group's share 165.9 181.3 194.8 206.2 Market capitalization 136.1 158.3 182.4 178.1 INFORMATION PER SHARE (EUR) 4 114 4 122 4 122 4 122 Consolidated cash flow 0.8 2.0 2.5 17.5 Net consolidated income, Group's share 0.1 4.2 4.9 12.2 40.3 44.0 47.3 50.0 Number of shares (thousands) at year-end Return on equity (%) Value of consolidated equity 25 20 15 Net common dividend 0.0 1.1 1,5 9.0 Gross common dividend 0.0 1.5 2.0 12.0 Closing price 33.1 38.4 44.3 43.2 Maximum quotation 36.2 38.9 44.3 49.8 Minimum quotation 30.4 33.6 37.6 36.5 2004 2005 2006 2007 78.9 10 BELGIAN GAAP 5 COMPANY FINANCIAL STATEMENTS (MEUR) Cash flow 0 2004 2005 2006 2007 Return on equity is calculated based on the average equity at the beginning and end of the financial year. Net earnings -1.2 9.1 -3.7 -11.0 12.4 10.2 56.8 0.0 6.2 8.2 49.5 171.2 177.7 179.6 186.3 Allocated earnings Equity Comparison of Immobel’s return with the Belgian stock market return over 5 years Comparison of Immobel’s return with the Belgian stock market return over 10 years 300 300 250 250 200 200 150 150 100 100 50 50 2002 2003 2004 2005 Belgian All Shares Return - Index Immobel 2006 2007 1997 1998 1999 2000 Belgian All Shares Return - Index Immobel 2001 2002 2003 2004 2005 2006 2007 Net financial debt / Equity ratio (%) 125 100 75 50 25 0 2004 2005 20071 2006 Net financial debt includes all (current and noncurrent) financial debts less the treasury. 1. At 31st December 2007, the net treasury is positive. Net cash flow / Net income (MEUR) 80 70 60 50 40 30 20 10 D4-D5 (Brussels / Ixelles) - Joint venture «AEL - Group T - Tractebel» 0 2004 2005 2006 2007 Net cash flow2 Net income (Group’s share) 2. Net result without the non cash expenses (amortisation, depreciation charges, provisions ...) and the non cash income (fair value ...). 4 2 Message FROM THE CHAIRMAN AND THE MANAGING DIRECTOR 4 KEY EVENTS 8 CORPORATE GOVERNANCE 18 KEY FIGURES 20 DIRECTORS’ REPORT 28 REAL ESTATE MARKET TRENDS 38OFFICES 46 RESIDENTIAL DEVELOPMENT 52 LAND DEVELOPMENT 56 Project management 60 MISCELLANEA 65 CoNSOLIDATED ACCOUNTS 102STATUTORY AUDITOR’S REPORT 103 CoMPANY ACCOUNTS 131STATUTORY AUDITOR’S REPORTs 133GENERAL INFORMATION Annual Report 2007 Compagnie Immobilière de Belgique ELLIPSE BUILDING (Brussels / Schaerbeek) - Art & Build, Montois partners ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 1 Message from the Chairman and the Managing Director On 29th June 2007, JER Partners acquired the stake previously owned by Suez-Tractebel in Compagnie Immobilière de Belgique; Mr Gaëtan Piret was appointed Managing Director and, on 14th November, Baron Buysse joined the Company as Chairman of the Board of Directors. Apart from the Chairman and Managing Director, the Board of Directors is made up of Mr Thomas Wernink, Vice-Chairman, and Messrs Alastair Bell, Didier Bellens, Marc de Chassey, William Hancock, Malcolm Le May, Luc Luyten, Wilfried Verstraete and Daniel Ward as Directors. Compagnie Immobilière de Belgique has existed for more than 140 years; 2007 was the year of relaunch; a new Managing Director, a new Chairman and a new Board of Directors are together committed to giving Compagnie Immobilière de Belgique an efficient strategy that looks to the future, while respecting its past. Compagnie Immobilière de Belgique ended 2007 with a consolidated net profit of 50.22 MEUR, or more than double the consolidated net profit of 20.15 MEUR the previous year. The Operating result amounted to 13.09 MEUR at 31st December 2007 compared to 23.40 MEUR at 31st December 2006. On proposal of the Board of Directors a gross interim dividend of 7.20 EUR per share, equivalent to a net amount of 5.40 EUR, has been distributed on 17th September 2007. In view of the exceptional result for the year of 2007, the Board of Directors will propose to the General Shareholders’ Meeting on 14th May the distribution of a gross final dividend of 4.80 EUR per share, or a net amount of 3.60 EUR, on 19th May 2008. Compagnie Immobilière de Belgique disposed of the property company owning Campona Shopping Center, located in Budapest, to ING Property Fund Central and Eastern Europe. The shopping centre was valued at 110 MEUR. For the first time in many years, the Balance Sheet at 31st December 2007 shows a positive cash situation following the sale of the projects (or property companies of the projects): Campona Shopping Center, Ellipse Building, Crown Avenue and WestSide Village. Considering the results for the year 2007 and the strong balance sheet structure of the Company, the Board of Directors is examining , taking into account the Business Plan proposed by the Management, the adequate financial structure as to assure a lasting and beneficiary growth, to the benefit of all the Shareholders. Elsewhere, the Group is actively following up promising development opportunities that arise or that may be presented to it in both Belgium and Luxembourg. 2 Message from the Chairman and the Managing Director G aëtan PIRET Managing Director Baron BUYSSE Chairman of the Board of Directors The projects in the portfolio enable these new opportunities to be analysed while maintaining rigorous investment criteria. Indeed, Compagnie Immobilière de Belgique is market leader in Belgium with projects, at different stages of completion, which should result in the construction of around 300,000 m² of Office space and 225,000 m² of Residential accommodation over the next few years. In addition, the Land Development department also owns some 270 ha of land. These various Group projects will be developed in line with market needs. We would like to thank our partners and customers for their trust, the good relationships we have been able to maintain with them and the fruitful collaboration that binds us together. We would also like to thank the Shareholders for the confidence they have shown in Compagnie Immobilière de Belgique. Finally, we thank the managers and operational teams in the Group and all our staff who are dedicated to working with passion and professionalism in the Company’s interest. Gaëtan Piret Managing Director Baron Buysse CMG CBE Chairman of the Board of Directors ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 3 CAMPONA SHOPPING CENTER (Budapest - Hungary) - Hungaro Austro Plan 4 KEY EVENTS KEY EVENTS Among the projects contributing to the results for 2007, four projects are to be emphasized, notably : CAMPONA SHOPPING CENTER ompagnie Immobilière de Belgique sold the company CAMPONA ‘99 Kft, its 100 % subsidiary C and owner of Campona Shopping Center, located in Budapest, to ING Property Fund Central and Eastern Europe. The shopping centre was valued at 110 MEUR. I naugurated in September 1999, it was constructed and developed on a 10 ha site to a very high quality standard. It has close to 40,000 m² of lettable space and comprises a dozen large units including a cinema complex and a Tropicarium, along with 155 retail units. Its attractiveness has been confirmed by its average weekly footfall of 175,000 persons. The site was the subject of several major and complementary developments. In addition to the shopping centre, this includes the integration of the neighbouring Tesco hypermarket, the new Cultural Centre of the XXIInd District, the Campona Media Center built around an office building, television studios and an events complex and a MacDonald’s drive-in, as well as a Shell petrol station. ith this transaction, Compagnie Immobilière de Belgique completes its development W of this 20 ha site that it acquired in 1993 in the XXIInd District, in the built-up area south of Budapest. ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 5 ELLIPSE BUILDING (Brussels / Schaerbeek) - Art & Build, Montois partners ELLIPSE BUILDING his project, with a surface area of 48,000 m² was T developed in partnership with Fortis Real Estate and was sold to the Fortis Group in 2007. 0% (26,774 m²) of the space had previously been let 6 to the Vlaamse Gemeenschap. A further 5,994 m² of office space was let to IBPT in 2007. he architectural practices of Art & Build and Montois T Partners designed this curved and luminous tower. 6 KEY EVENTS Crown Avenue WestSide Village his vast project with a total surface area of 31,549 m² of T offices, located on avenue de la Couronne in Brussels, developed by Compagnie Immobilière de Belgique in partnership with the CFE Group through the company Crown Avenue, was disposed of to two foreign companies through Bank of Ireland. This project is composed of 6 units with a total surface area of 24,000 m² of offices and 1,100 parking spaces. It is located at Mamer in the Grand Duchy of Luxembourg, not far from the motorway, allowing for easy access. It was developed by Compagnie Immobilière de Belgique and Groupe Gilbo Construct. efore the disposal of the company Crown Avenue, B two leases were signed with Régie des Bâtiments. These related to a total of 27,632 m² of offices and 257 car parking spaces to be occupied by the Federal Police. The company Soprima, that owns the first three buildings, was sold to the Belgravia Group at the end of September 2007. lans for the entire project, which is highly functional, P were prepared by the architectural practices ASSAR, A.2R.C and AVA. The architectural practices that worked on this project were those of ASSAR Lux and Marc Ewen in collaboration with Brunelleschi. WESTSIDE VILLAGE (Grand Duchy of Luxembourg) - Assar Lux, Marc Ewen, in collaboration with Brunelleschi CROWN AVENUE (Brussels / Ixelles) - Assar, A.2R.C, AVA ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 7 Corporate Governance Members of the Board of Directors (from 19th November 2007) Chairman Independent Baron Buysse1 Vice-Chairman Mr Thomas Wernink2 Managing Director Mr Gaëtan Piret2 Directors Mr Alastair Bell3 Mr Didier Bellens3 Mr Marc de Chassey2 Mr William Hancock2 Mr Malcolm Le May2 Mr Luc Luyten4 Mr Wilfried Verstraete3 Mr Daniel Ward3 The Secretaryship of the Board of Directors is provided by Mrs Joëlle Micha. Thomas W. Wernink is a 62 yearold member of the European Advisory Board of JER Partners. He holds a Master in General Economy from the Nederlandse School voor Economie (at Rotterdam). Until April 2005 he was Chairman of the European Public Real Estate Association. He was also during 10 years the Chairman of the company Corio. 1.Since 14th November 2007. 2.Since 29th June 2007. 3. Since 30th August 2007. 4. Since 19th November 2007. Gaëtan Piret, was awarded a degree in commercial engineering from Université Libre de Bruxelles. Having joined Compagnie Immobilière de Belgique in 1992, he has been Managing Director since 29th June 2007. He is also an independent Director of the sicafis (real estate trusts) Befimmo (Belgium) and Lucia (France). He was previously Managing Director of the sicafi CIBIX and Finance Director of the Thilly Van Eessel insurance broker. From left to right and from top to bottom : William Hancock, Didier Bellens, Wilfried Verstraete, Marc de Chassey, Malcolm Le May, Luc Luyten, Alastair Bell, Thomas W. Wernink, Gaëtan Piret, Baron Buysse, Daniel Ward. 8 Independent Baron Buysse is 63 years old. Following an international career in London, where he was Executive Director of BTR and Chief Executive Officer of Vickers, he is now Chair man of Bekaert, a company that forms part of the Bel20 index. He is the instigator of the Buysse Code for Corporate Governance for companies not listed on the stock exchange. He is Chairman of the Board of Censors of the National Bank of Belgium and Director or Chairman of other institutions. Corporate Governance Independent Independent Alastair Bell is 49. He is a graduate of Nottingham Trent University with a degree in Urban Estate Surveying. He has been part of JER since 2002 as supervisor of asset management at JER Partners. He is also responsible for the acquisitions in the PROMPT portfolio in the United Kingdom. He is a member of the European Investment Committee. Didier Bellens is 52. He obtained a diploma in Economy and Business Administration from ULB (Ecole de Commerce de Solvay) and has been Managing Director of Belgacom since March 2003. Previously, he was CEO of RTL Group and Managing Director of GBL (Groupe Bruxelles Lambert). Marc de Chassey is 33, he joined JER in 1999. He has a Master in International Affairs from the Institut d’Etudes Politiques de Paris (Sciences Po) and a Master in Foreign Service (Georgetown University) with a major in Business and Finance. He is responsible for acquisitions in France, Switzerland and Spain, as well as for hotel transactions in Europe. He is also a member of the European Investment Committee of JER. William Hancock is 40 years old, he has a degree in economics from Adelaide, and an MBA from Bocconi University in Milan. He joined JER in 2004 and is responsible for acquisitions in France and Benelux. In this capacity, he is a member of JER’s European Investment Committee. Luc Luyten is 54. He obtained an MBA from the University of Chicago, a diploma in civil engineering and a degree in economic science from the University of Ghent and the Catholic University of Leuven, respectively. He joined Bain & Company in 1986 and was promoted to Partner in 1988. He is currently Director and associate principal of Bain & Company in Benelux. Wilfried Verstraete is 49 years old. He was educated in economics at the Vrije Universiteit Brussel, as well as obtaining a Master in financial management from VLEKHO Brussels. Actually he is Chief Financial Officer of the group Allianz Global Corporate & Specialty. He was the Managing Director of Atradius NV from May 2004 to October 2006. In that role, he stabilised Atradius’ position as the second most important credit insurer. He was also Chief Financial Officer of the Orange Group from January 2003 to April 2004. Daniel Ward is 50. He has degrees in accounting (Villanova University) and in law (The National Law Center, George Washington University) and has worked for JER since 1991. In his capacity as General Counsel of JER he is responsible for legal matters concerning the structuring of investments, document negotiation and transaction closing, as well as capital raising activities for the JER funds, he is also a member of the JER Fund Investment Committee and JER European Investment Committee. Malcolm Le May 49, holds a degree in accounting and business studies from University of North Wales. He joined JER as a Partner in 2003 and is responsible for the development and execution of strategy for JER Partners in Europe. His other main responsibilities include the supply and execution of transactions, the raising of capital and the further development of relationships with investors. Malcolm Le May chairs the European Investment Committee and is a member of the Global Investment Committee. He is non-executive Director of the group Royal & Sun Alliance Insurance Plc and of Pendragon Plc. ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 9 Members of the Committees of the Board of Directors Audit Committee (since 19th November 2007) Chairman Mr Wilfried Verstraete Membres Mr Didier Bellens Mr William Hancock Independent Independent sions relating to conflicts of interest During 2007, two cases of transactions between the Compagnie Immobilière de Belgique Group and Mrs Kirsten Deknop is responsible for the Internal Audit at Compagnie Immobilière de Belgique. Remuneration & Appointments Committee (since 19th November 2007) Chairman Independent Mr Didier Bellens Members Mr Marc de Chassey Mr Luc Luyten Comments on the application of the policy established by the Board of Directors for transactions and other contractual relations - between the Company, including associated companies, and the Executive Directors and Managers – which are not covered by legal provi- Members of personnel were subject to the application of this procedure, as described in the Company’s Corporate Governance Charter. Comments on the application of measures taken by the Company to respect Directive 2003/6/CE on insider trading and market manipulation The Procedure was not applied during 2007. Independent On 5th February 2008, in execution of article 74, §7 of the Investment & Asset Management Committee (from 5th December 2007) law of 1st April 2007 relating to takeovers, JER Europe Chairman Mr Gaëtan Piret de Belgique that at the date of 1st September 2007 it Members Mr Alastair Bell Mr Wilfried Verstraete Mr Thomas Wernink Executive Management team from left to right and from bottom to top : Gaëtan Piret, CEO Marie-Thérèse Dhaenens-Weyn, Head of Development Paul Muyldermans, Head of Project Management Joëlle Micha, Head of Corporate Affairs Pierre Delhaise, Head of Legal Services Philippe Opsomer, Head of Finance Philippe Helleputte, Head of Land Development. 10 Corporate Governance Fund III 11 S. à r.l. indicated to Compagnie Immobilière held 1,258,565 shares of the Company, representing 30.53 % of shares with voting rights in the Company. This communication was made jointly with Mr Joseph E. Roberts who indirectly controls JER Europe Fund III 11 S. à r.l.. Mrs Joëlle Micha1 acts as Secretary General for Compagnie Immobilière de Belgique and its subsidiaries. Following the adoption of the Corporate Governance Charter of Compagnie Immobilière de Belgique, the Board of Directors has designated Mrs Joëlle Micha as Compliance Officer. Members of executive Management Since 29th June 2007, the Executive Committee of Compagnie Immobilière de Belgique is composed of the following : Chairman Mr Gaëtan Piret Baron Bodson (up to 29th August 2007) Mr Marc de Chassey (since 29th June 2007) Mrs Marie-Thérèse Dhaenens-Weyn (up to 28th June 2007) SA Fral, represented by Mr François Le Fevere de Ten Hove (up to 29th August 2007) Mr William Hancock (since 29th June 2007) JdG Consult SPRLU, represented by Mr Jean de Garcia de la Vega (up to 29th August 2007) Mr Robert-Olivier Leyssens (up to 28th June 2007) Mr Malcolm Le May (since 29th June 2007) Mr Nicolas Saverys (up to 29th August 2007) Mr William Vanderfelt (up to 19th November 2007) Mr Philippe Van de Vyvere (up to 29th August 2007) Mr Wilfried Verstraete (since 30th August 2007) Mr Daniel Ward (since 30th August 2007) Limited Committee (from 1st January to 12th September 2007) Members Mr Michel Amand* Mr Pierre Delhaise Mrs Marie-Thérèse Dhaenens-Weyn2 Mr Philippe Helleputte Mr Paul Muyldermans3 Chairman Mr Manfred Loeb (up to 28th June 2007) * Mr Philippe Opsomer4 succeeded to Mr Michel Amand following his retirement in 2008. The Secretaryship of the Executive Committee is provided by Mr Pierre Delhaise. Members Baron Bodson (up to 29th August 2007) Baron Croes (up to 29th August 2007) Mr Robert-Olivier Leyssens (up to 28th June 2007) Mr Nicolas Saverys (up to 29th August 2007) Mr Jean Thomas (up to 13th September 2007) Mr Gaëtan Piret, Director, also attends the meetings. Changes in the composition of the Board of Directors and the Committees during 2007 Members of the Board of Directors (from 1st January 2007 to 19th November 2007) Chairmen Mr Manfred Loeb (up to 28th June 2007) Mr Jean Thomas (from 29th June to 13th November 2007) The Limited Committee was disbanded on 13th September 2007, when it was replaced by the Asset Management Committee and the Investment Committee. Audit Committee (from 1st January to 19th November 2007) Vice-Chairmen Baron Croes (up to 29th August 2007) Mr Thomas Wernink (since 30th August 2007) Chairman Mr William Vanderfelt Managing Directors Mr Jean Thomas (up to 28th June 2007) Mr Gaëtan Piret (since 29th June 2007) Membres Mr Xavier Bedoret (up to 28th June 2007) Baron Croes (up to 29th August 2007) SA Fral, represented by Mr François Le Fevere de Ten Hove Independent (up to 29th August 2007) Independent Directors Mr Xavier Bedoret (up to 28th June 2007) Mr Alastair Bell (since 30th August 2007) Mr Didier Bellens (since 30th August 2007) Independent Mr William Hancock (from 30th August 2007) Mr Wilfried Verstraete (from 30th August 2007) Independent 1. Acting as a manager of SPRL MINOS. 2. Acting as a manager of SPRL DWCONSULT. 3. Acting as a manager of BVBA PAUL MUYLDERMANS. 4. Acting as a manager of SPRL ASAP CONSULTING. ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 11 Remuneration & Appointments Committee (from 1st January to 19th November 2007) Chairman Baron Bodson (up to 28th June 2007) Mr Didier Bellens (from 30th August) as the budgets (in December). It met ten times during 2007 : Independent Independent Members Mr Marc de Chassey (from 30th August) Mr Robert-Olivier Leyssens (up to 28th June 2007) Mr Jean Thomas (up to 28th August 2007) Mr Wilfried Verstraete (from 30th August 2007) Independent Asset Management Committee (from 14th September to 5th December 2007) Chairman Mr Gaëtan Piret Members Mr Alastair Bell Mr Marc de Chassey Mr William Hancock Mr Wilfried Verstraete Investment Committee (from 12th July to 5th December 2007) Chairman Mr Jean Thomas1 Members Mr Marc de Chassey Mr William Hancock Mr Gaëtan Piret Mr Thomas Wernink At the Board meeting of 5th December 2007, the Asset Management Committee and the Investment Committee were merged to form a single Committee, the Investment and Asset Management Committee. Limited Committee Before it was disbanded, the Limited Committee met at least four times per year and in particular before the meetings of the Board of Directors. It met twice during 2007. Board of Directors Attendance : Mr Manfred Loeb, Chairman : 2 times / 2 Baron Bodson, Member : 2 times / 2 Baron Croes, Member : 2 times / 2 Mr Robert-Olivier Leyssens, Member : 0 times / 2 Mr Nicolas Saverys, Member : 2 times / 2 Mr Jean Thomas, Member : 2 times / 2 Mr Gaëtan Piret, Director, also attended the meetings : The Board of Directors meets at the request of its Chairman or two of its Members, whenever the interests of the Company require. Audit Committee Report of the activities of the meetings of the Board of Directors and its Committees In principle, it meets three times per year (in March, September and December). This schedule enables the Board to consider the half-yearly accounts (in September) and annual accounts (in March), as well 1. Up to 13th November 2007. 12 Attendance : Mr Manfred Loeb, Chairman : 5 times / 5 Baron Buysse, Chairman : 1 time / 1 Baron Croes, Vice-Chairman : 5 times / 6 Mr Thomas Wernink, Vice-Chairman : 5 times / 6 Mr Jean Thomas, Managing Director / Chairman : 8 times / 9 Mr Gaëtan Piret, Director / Managing Director : 10 times / 10 Mr Xavier Bedoret, Director : 2 times / 5 Mr Alastair Bell, Director : 4 times / 4 Mr Didier Bellens, Director : 2 times / 4 Baron Bodson, Director : 2 times / 6 Mr Marc de Chassey, Director : 6 times / 6 SPRLU JdG Consult, represented by Mr Jean de Garcia de la Vega, Director : 4 times / 6 Mrs Marie-Thérèse Dhaenens-Weyn, Director : 4 times / 5 Mr William Hancock, Director : 6 times / 6 SA Fral, represented by Mr François Le Fevere de Ten Hove, Director : 5 times / 5 Mr Malcolm Le May, Director : 2 times / 6 Mr Robert-Olivier Leyssens, Director : 5 times / 5 Mr Luc Luyten, Director : 1 time / 1 Mr Nicolas Saverys, Director : 3 times / 6 Mr William Vanderfelt, Director : 5 times / 9 Mr Philippe Van de Vyvere, Director : 3 times / 6 Mr Wilfried Verstraete, Director : 3 times / 4 Mr Daniel Ward, Director : 1 time / 4 Corporate Governance 2 times / 2 The Audit Committee meets at least twice per year at the request of its Chairman or two of its Members, whenever they think it necessary. It met three times during 2007. Attendance : Mr William Vanderfelt, Chairman : 3 times / 3 Mr Xavier Bedoret, Member : 2 times / 2 Baron Croes, Member : 2 times / 2 SA Fral represented by Mr François Le Fevere de Ten Hove, Member : 2 times / 2 Mr William Hancock, Member : 1 time / 1 Mr Wilfried Verstraete, Member : 0 times / 1 Remuneration & Appointments Committee The Remuneration & Appointments Committee meets at least twice per year at the request of its Chairman or two of its Members, whenever they think it necessary. In 2007, it met eight times. Attendance : Baron Bodson, Chairman : 3 times / 3 Mr Didier Bellens, Member / Chairman : 5 times / 5 Mr Marc de Chassey, Member : 5 times / 5 Mr Robert-Olivier Leyssens, Member : 3 times / 3 Mr Luc Luyten, Member : 1 time / 1 Mr Jean Thomas, Member : 2 times / 3 Mr Wilfried Verstraete, Member : 4 times / 4 Investment Committee The Investment Committee meets at least once per quarter at the request of its Chairman or two of its Members, whenever they consider it necessary. Prior to being disbanded, it met once during 2007. Attendance : Mr Jean Thomas, Chairman : 0 times Mr Marc de Chassey, Member : 1 time Mr William Hancock, Member : 1 time Mr Gaëtan Piret, Member : 1 time Mr Thomas Wernink, Member : 0 times Asset Management Committee Changes in the composition of the Executive Committee during 2007 During 2007, from 1st January to 28th June, the Executive Committee of Compagnie Immobilière de Belgique was composed of : Mr Jean Thomas, Chairman Mr Michel Amand, Member Mr Pierre Delhaise, Member Mrs Marie-Thérèse Dhaenens-Weyn, Member Mr Philippe Helleputte, Member Mr Paul Muyldermans, Member Mr Gaëtan Piret, Member Amount of remuneration and other benefits awarded directly or indirectly to non-executive Directors by the Company or any other entity belonging to the same Group (on an individual basis) At the meeting of the Board of Directors of 13th September 2007, it was decided to allocate an overall sum of 400,000 EUR for the Board of Directors as a whole, based on the following allocations, included in the table prorata to the resignation or appointment of Directors : each Director : 1 share, the Chairmen of the Board of Directors and of each Committee : 1 additional share, the Managing Director : 1 additional share, each Member of a Committee : 1 additional share, which corresponds to the calculation method used in previous years and the overall amount paid in both 2004, 2005 as well as 2006. The table, updated following the appointment of Baron Buysse, also includes his remuneration as Chairman, at a fixed amount of 26,301 EUR for 2007. This remuneration also considers the fact he is invited to attend the meetings of the various Committees established by the Board of Directors. The Asset Management Committee meets at least once per quarter at the request of its Chairman or two of its Members, whenever they consider it necessary. It met once during 2007. Attendance : Mr Gaëtan Piret, Chairman : 1 time Mr Alastair Bell, Member : 0 times Mr Marc de Chassey, Member : 1 time Mr William Hancock, Member : 0 times Mr Wilfried Verstraete, Member : 1 time ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 13 Member of the Board Non-executive Directors Member or Chairman of a Commite Total Xavier BEDORET Director up to 28/06/07 6,787.63 6,787.63 Alastair BELL Director since 30/08/07 4,326.87 3,778.41 8,105.28 Didier BELLENS Director since 30/08/07 4,326.87 10,327.77 14,654.64 Baron BODSON Director up to 29/08/07 9,014.48 22,589.74 31,604.22 Chairman since 14/11/07 26,301.00 0.00 26,301.00 Director since 29/06/07 6,553.72 11,886.08 18,439.80 9,014.48 18,028.96 27,043.44 Baron BUYSSE Marc de CHASSEY 13,575.26 Vice-Chairman up to 29/08/07 SA Fral, represented by François LE FEVERE de TEN HOVE Director up to 29/08/07 9,014.48 9,014.48 18,028.96 William HANCOCK Director since 29/06/07 6,553.72 11,886.08 18,439.80 JdG Consult SPRLU, represented by Jean de GARCIA de LA VEGA Director up to 29/08/07 9,014.48 0.00 9,014.48 Malcolm LE MAY Director since 29/06/07 6,553.72 0.00 6,553.72 Robert-Olivier LEYSSENS Director up to 28/06/07 6,787.63 13,575.26 20,362.89 Chairman up to 28/06/07 0.00 0.00 0.001 Baron CROES Manfred LOEB Luc LUYTEN Director since 20/11/07 1,674.03 1,674.03 3.348.06 Nicolas SAVERYS Director up to 29/08/07 9,014.48 9,014.48 18,028.96 Philippe Van de VYVERE Director up to 29/08/07 9,014.48 0.00 9,014.48 William VANDERFELT Director up to 19/11/07 11,667.32 23,334.64 35,001.96 Daniel WARD Director since 30/08/07 4,326.87 0.00 4,326.87 Wilfried VERSTRAETE Director since 30/08/07 4,326.87 12,432.15 16,759.02 Vice-Chairman since 29/06/07 6,553.72 5,999.14 12,552.86 -0.32 0.17 -0.15 150,826.53 160,329.02 311,155.55 Thomas WERNINK Rounding Total 1 1. Subject to car benefit amounting to 1,703.04 EUR. Complete and detailed information on the amount of remuneration paid to Members of the executive Management who are also members of the Board of Directors and who receive their remuneration in that capacity Member of the Board Executive Directors Marie-Thérèse DHAENENS-WEYN Gaëtan PIRET Jean THOMAS Total 2 Member or Chairman of a Commite Total Director up to 28/06/07 6,787.63 0.00 6,787.63 Director Managing Director up to 28/06/07 since 29/06/07 13,341.35 19,000.51 32,341.862 Managing Director Chairman up to 28/06/07 from 29/06/07 to 13/11/07 11,455.49 38,259.47 49,714.96 31,584.47 57,259.98 88,844.45 2. Paid by way of an insurance premium. Total 1 + 2 14 Corporate Governance 400,000.00 Amount of remuneration and other benefits awarded directly or indirectly to the Managing Director, and the remunerations paid to any company represented by him, by the Company or any other entity belonging to the same Group (on an individual basis) Amount of remuneration and other benefits awarded to Mr Jean Thomas, Managing Director, and to any company represented by him, from 01/01/2007 to 28/06/2007, excluding the remunerations shown above Amount of remuneration and other benefits awarded to Mr Gaëtan Piret, Managing Director, and to any company represented by him, from 29/06/2007 to 31/12/2007, excluding the remunerations shown above Fixed fees and remuneration 125,246.14 Fixed fees and remuneration 157,068.93 Variable fees and remuneration 314,220.00 Variable fees and remuneration 287,500.00 Other benefits 12,201.82 Other benefits Total 451,667.96 Total 1,329.07 445,898.00 Amount of remuneration and other benefits awarded directly or indirectly to Members of the executive Management by the Company or any other entity belonging to the same Group (on an overall basis) Executive Management Members of the Executive Committee Fixed fees Variable fees and remuneration and remuneration 1,103,382.53 Other benefits 1,039,405.57 229,980.98 Total 2,372,769.08 The Managing Director and the other Members of the executive Management team did not receive any shares, share options or rights to acquire shares during the financial year. Amount of remuneration and other benefits awarded to Mr Jean Thomas, and to any company represented by him, by the Company or any other entity belonging to the same Group related to the period as from 29th June till 13th November 2007, date he resigned Amount of remuneration and other benefits awarded to Mr Jean Thomas, and to any company represented by him, related to the period as from 29/06/2007 till 13/11/2007 Fixed fees and remuneration 104,320.89 Variable fees and remuneration 314,220.00 Other benefits Indemnity payments for ending activities Total 12,201.82 568,808.22 999,550.93 Main contractual provisions relating to the appointment and departure of executive Managers Departure Depending on the role of the executive Managers, the notice period takes account of : laws in force and legal rulings, the notice period, which varies between 3 and 12 months, depending on the significance of the contractual relationship. Honorary Members of the Board of Directors Honorary Chairmen Baron de Fauconval Mr René Lamy Mr Manfred Loeb1 Mr Jean Thomas2 Honorary Managing Directors Mr Jean Thomas1 Mr Albert Vanescote Appointment In respect of the appointment of executive Managers, there are no provisions other than those generally included in a contract of employment or for the provision of services. 1.Since 29th June 2007. 2. Since 14th November 2007. ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 15 16 OMEGA COURT (Brussels / Auderghem) - Assar ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 17 Key Figures SUMMARY OF CONSOLIDATED FINANCIAL STATEMENTS (MEUR) INCOME STATEMENT 2004 2005 2006 2007 Operating income 198.4 150.1 232.4 176.6 Operating expenses -185.4 -135.1 -209.0 -163.5 Operating result 13.0 15.0 23.4 13.1 Financial result -6.0 -6.3 -11.8 -6.7 Share in the income of companies accounted for by the equity method 1.7 0.8 1.7 3.8 Result before taxes 8.7 9.5 13.2 10.2 Income taxes -5.4 -2.7 -5.6 -1.0 Result from continuing operations 3.3 6.8 7.6 9.2 Result from discontinued operations -2.8 10.3 12.6 41.0 Result for the year 0.5 17.1 20.2 50.2 Share of Compagnie Immobilière de Belgique 0.5 17.2 20.2 50.2 2004 2005 2006 2007 72.4 77.4 90.7 27.3 0.9 1.0 0.1 0.0 Tangible assets and investment property 44.1 52.6 68.6 5.4 Financial assets 25.2 21.5 20.4 20.7 2.2 2.3 1.7 1.2 Current assets 419.8 408.6 430.6 393.1 Inventories 245.2 283.7 302.3 224.6 35.1 55.8 62.5 132.7 Other 139.5 69.1 65.8 35.8 TOTAL ASSETS 492.2 486.0 521.3 420.4 Equity 166.0 181.3 194.8 206.2 Non-current liabilities 107.5 181.9 105.0 49.7 Financial debts 96.3 170.1 98.0 29.5 Other 11.2 11.8 7.0 20.2 Current liabilities 218.7 122.8 221.5 164.5 Financial debts 140.7 58.0 135.9 91.8 78.0 64.8 85.6 72.7 492.2 486.0 521.3 420.4 BALANCE SHEET ASSETS Non-current assets Intangible assets and goodwill Other Treasury EQUITY and LIABILITIES Other TOTAL EQUITY AND LIABILITIES 18 Key Figures SYNTHETIC TABLE OF CONSOLIDATED CASH FLOW (MEUR) Consolidated operating income / Net income (MEUR) 50 2006 2007 55.8 62.5 Operating activities 18.0 60.3 Operating cash flow 25.8 31.8 Change in working capital & other -7.8 28.5 Investing activities 1.5 27.8 Acquisitions of fixed assets -0.9 -0.9 Treasury at begin of the year 40 Cash generated by : 30 20 10 0 2004 2005 2006 Disposals of fixed assets and collected dividends 2007 Financing activities Operating income Net income (Group’s share) Change in borrowings Net financial costs Paid dividends Net financial debt / Equity ratio (%) 125 2.4 28.7 -11.9 -95.5 5.8 -50.7 -11.8 -6.8 -6.2 -37.9 Other 0.3 Discontinued operations -0.9 77.7 Treasury generated during the year 6.6 70.3 Treasury at end of the year 62.5 132.7 100 75 50 25 0 2004 2005 2006 2007 1 SOURCES Net financial debt includes all (current and non-current) financial debts less the treasury. 1. A t 31st December 2007, the net treasury is positive 2007 APPLICATIONS Return on equity (%) 25 20 Operating cash flow Change in working capital & other Disposals 15 10 Change in borrowings Cash generated during the year Paid dividends Net financial costs Acquisitions 5 0 2004 2005 2006 2007 Return on equity is calculated based on the average equity at the beginning and end of the financial year. ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 19 DIRECTORS’ REPORT Ladies and Gentlemen, We are pleased to present you with our report on the activities during 2007 of the Company and those of the Group formed by Compagnie Immobilière de Belgique and its subsidiaries. Compagnie Immobilière de Belgique ended 2007 with a consolidated net profit of 50.22 MEUR, a significant increase over the previous year’s figure of 20.15 MEUR. - 10,193 m² of offices in WestSide Village at Mamer in the Grand Duchy of Luxembourg, (50 % holding), at various 3-6-9 type leases, - 5,994 m² within the Ellipse Building located in Brussels (Schaerbeek) to IBPT, on a 9-year lease, - 1,512 m² in Block 9, Place des Martyrs in Brussels, to the Vlaamse Gemeenschap, on a 9-year lease. I.BUSINESS DEVELOPMENT (art. 96 and 119, 1° of the Companies Code) In 2007, Compagnie Immobilière de Belgique also provisionally accepted : A. Activities of the Company - Ellipse Building (sold to Fortis Group), 1. Real Estate Development - the D4 building developed by the company Promotion Léopold (33 % holding). The turnover of the Real Estate Development activity in the year under review was 100.52 MEUR compared to 194.25 MEUR in 2006. The highlights of the Real Estate activity of Compagnie Immobilière de Belgique during 2007, within the framework of the departments Offices, Residential and Land Development, were : a) Offices : Disposals : the companies owning the following projects : - Ellipse Building (48,000 m²), located in Brussels (Schaerbeek), to Fortis Group (50 % holding), - Jardins de la Couronne – Offices section (31,549 m²) located in Brussels (Ixelles) (50 % holding) to two foreign companies, acting through Bank of Ireland, Compagnie Immobilière de Belgique also started, continued and / or completed work on the following projects, either on its own : Ferme des 4 Sapins, Mercelis, or in partnership : D4-D5, Lex, Omega Court, South Express, and WestSide Village (Eglantier). The turnover of the Offices activity for the year under review amounted to 70.78 MEUR compared to 144.64 MEUR in 2006. The sales of the property companies of Ellipse Building, Jardins de la Couronne and WestSide Village are not included in the “other operating income”. The Operating result amounted to 14.21 MEUR in 2007 compared to 14.29 MEUR in 2006. b) Residential : Sale, since 1st January 2007, of 153 apartments and 23 houses in the following projects : Jardin des Sittelles (2), Jardins de Jette (74), Jardins de Stockel (9), Place des Martyrs (2), Résidence Erpentval (1), Omega Court (9), Egmont House (1), Foncière du Parc (66), Chaussée Bara in Waterloo (3), rue Albert 1er in Genval (8) and Bon Dieu du Chêne in Walhain-Saint-Paul (1), and also the 4 commercial units in Place des Martyrs. -a nd WestSide Village - Phase I (10,596 m²), at Mamer in the Grand Duchy of Luxembourg, to Belgravia (50 % holding). and the projects : - Lex (58.800 m²), located in Brussels to the Council of Europe (50 % holding) following the signature of the official deed of sale, 20 Compagnie Immobilière de Belgique also started, - L es Mélans (4,439 m²) at Bouge to the company Editions de l’Avenir following the signature of the official deed of sale, continued or completed large residential sites both on its own : Erpent, Jardins de Stockel, Mercelis, Place des Martyrs (Block 7) and, in partnership : Jardins de Jette, Foncière du Parc and Omega Court. - F erme des 4 Sapins – Offices section (1,330 m²) at Wavre. Planning permission has been obtained for the follo- Rentals : - an additional 12,000 m² of offices in the Jardins de la Couronne building in Brussels (Ixelles), (50 % holding) to Régie des Bâtiments for a term running up to 2023, - more than 12,000 m² of offices in the Block A complex in Espace Midi located in Brussels, (10 % holding) to ASBL SmalS – MvM for a term of 27 years, The turnover of this activity for the year under review was 17.87 MEUR, compared to 37.80 MEUR for the previous year. DIRECTORS’ REPORT wing projects : -Crespel, -Esplanade 64, -Jardins de Stockel (plots 24 to 27), -Mercelis. WESTSIDE VILLAGE (Grand Duchy of Luxembourg) - Assar Lux, Marc Ewen, in collaboration with Brunelleschi The operating result was -4.03 MEUR in 2007 compared to 4.03 MEUR in 2006. This loss is the result of adjustments in the value of certain high-risk projects whose estimated net realisable values are less than their net book values. c) Land Development : Sales of plots of land accounted for 141 transactions, representing a net surface area of more than 13 ha (Group share) including 3 ha of agricultural land. The land developments that contributed most to turnover were those at Genval, Enghien, Erpent, Polleur, Bredene, Vedrin and Meux. During the year, new land development and / or planning permission was obtained at Chastre, Soumagne, Tongeren, Fléron, Ganshoren and Evere. Work on facilities for new land developments was started or continued at Enghien, Fléron, Soumagne, GrâceHollogne, Waterloo, Evere, Ganshoren and Stavelot. Land purchases during the year came to a total (Group share) of around 19 ha. In addition, various acquisitions under conditions precedent or joint-venture agreements or options relating to approximately 21 ha (Group share) were completed in 2007. All of this area is in zones that can be built on under sector plans. Investments in the purchase of land and land development facilities were in excess of 9 MEUR in 2007. Finally, in 2007, Lotinvest completed an estate agency operation located at Nieuwpoort and covering an area of 107 ha. The turnover of this activity for the year under review was 10.72 MEUR against 10.84 MEUR in 2006. The operating result earned was 3.03 MEUR in 2007 compared to 4.43 MEUR in 2006. d) Project Management : During 2007, Progex, supporting activity of the Offices and Residential Development, completed its assign ments on the following projects : Ellipse Building, Jardins de la Couronne, Lex as well as Omega Court (residential part). Progex also continued its assignments on the following : - Office projects : - Brusselstower, Omega Court, Mercelis, Reyers C, Forum and the redevelopment of the site of State Administrative Centre in Brussels, - WestSide Village in the Grand Duchy de Luxembourg. - Residential projects : - Crespel, Foncière du Parc, Mercelis, and a hotel in Place des Martyrs, Block 7, in Brussels. Five new assignments were started in 2007, namely four residential developments, at Haren, Waterloo, Charleroi and Namur and one office project, rue de la Science in Brussels. The consolidated turnover of this activity amounted to 1.15 MEUR compared to 0.97 MEUR in 2006; the operating result amounted to -0.28 MEUR in 2007 compared to 0.13 MEUR in 2006. Progex itself had a turnover of 2.03 MEUR compared to 2.28 MEUR in 2006. 2. Miscellanea : Reforme During 2007, 17 sites were handed over, accounting for a total of 17,959 m² of new build and 41,266 m² of renovated space. ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 21 The turnover of Reforme, the Group’s only industrial subsidiary, amounted to 33.79 MEUR compared to 34.41 MEUR in 2006; the operating results amounted to 0.17 MEUR in 2007 compared to 0.69 MEUR in 2006. B. Comments on the Annual Accounts Consolidated results (MEUR) 31/12/2007 31/12/2006 Operating income 13.09 23.40 Financial result -6.66 -11.84 Share in the results of entities accounted for by the equity method 3.79 1.68 Result before taxes 10.22 13.24 Taxes -1.02 -5.64 Result of continuing activities 9.20 7.60 Result of discontinued activities 41.00 12.57 Result for the year 50.20 20.17 Group share of the result for the year 50.22 20.15 Consolidated numbers The operating result of these miscellaneous activities (those listed under points 1 and 2 above) amounted to 13.09 MEUR in 2007 compared to 23.40 MEUR in 2006. 3. Discontinued activities : Campona Shopping Center (Budapest) Under the application of the IFRS 5 accounting standard, we present further to the sale of the company owning the Campona Shopping Center in Budapest the results of discontinued activities separately. Please note that the sales for 2006 have been restated in accordance the same principle. Compagnie Immobilière de Belgique sold the company CAMPONA‘99 Kft, its 100 % subsidiary and owner of Campona Shopping Center, located in Budapest, to “ING Property Fund Central and Eastern Europe”. The shopping centre was valued at 110 MEUR. With this transaction, Compagnie Immobilière de Belgique completes the development of the overall 20 ha site acquired in 1993 in the built-up area south of Budapest. The net result of these activities amounted to 41.00 MEUR compared to 12.57 MEUR in 2006. Company results and allocation of profits Compagnie Immobilière de Belgique ended the financial year with a net profit of 56.76 MEUR, compared to a net profit of 10.19 MEUR at 31st December 2006. This result has been influenced favourably by dividends received from subsidiaries and the results of financial investments. The profit to be allocated, taking into account the amount brought forward from the previous financial year, amounts to 125.43 MEUR. The Board of Directors proposes to the Ordinary General Meeting of 14th May 2008 to declare a total gross dividend in respect of the 2007 financial year of 12 EUR per share. As a gross interim dividend of 7.20 EUR per share was paid on 17th September 2007, the final dividend will be 4.80 EUR per share. The profit will therefore be allocated as follows : - Total dividend for the year 49.46 MEUR, - Profit carried forward 75.97 MEUR. The final dividend will be made available for payment on 19th May 2008 upon presentation of coupon n° 19. Main risks and uncertainties We would also like to make it clear that, with the exception of the risks and uncertainties inherent in the activities carried out by the Company (in particular a significant increase in interest rates, a downturn in the real estate market, changes in global economic trends, loss of interest by investors in the real estate market, a tightening of credit conditions by the banks,…) and in view of the building permits already obtained, the 22 DIRECTORS’ REPORT Board of Directors is confident that it will obtain the necessary permits to develop the Group’s existing projects and, on the basis of the information currently available, is not aware of any major risks or uncertainties that could significantly damage the Company’s future results. Financial and non-financial essential performance indicators The Board of Directors indicates that, to the best of its knowledge, there is no essential financial or nonfinancial performance indicator that would provide a different perspective on the Group’s position than that reflected in the financial accounts and the notes thereto. II. MAJOR EVENTS OCCURRING AFTER THE END OF THE FINANCIAL YEAR (art. 96 and 119, 2° Companies Code) As far as the Directors are aware, no major event has occurred since the end of the financial year. III. CIRCUMSTANCES THAT COULD HAVE A SIGNIFICANT IMPACT ON THE COMPANY’S DEVELOPMENT (art. 96 and 119, 3° Companies Code) As far as the Directors are aware, there are currently no circumstances that could have a significant impact on the Company’s development. IV. RESEARCH AND DEVELOPMENT ACTIVITIES (art. 96 and 119, 4° Companies Code) B.Recourse to authorised capital (art. 608 Companies Code) None. C.Acquisition or disposal of own shares (art. 624 Companies Code) None. VIII.USE OF FINANCIAL INSTRUMENTS (art. 96, 8° and 119, 5° Companies Code) The Board of Directors confirms that, in application of articles 96, 8° and 119, 5° of the Companies Code, the Company used financial instruments to cover the effect of a possible increase in interest rates. The market value of these financial instruments at 31st December 2007 amounted to 0.11 MEUR. IX. ELEMENTS THAT COULD HAVE AN IMPACT IN THE CASE OF A TAKEOVER BID (art. 34 Royal Decree of 14th November 2007) 1°the capital structure, with where appropriate an indication of the different categories of shares and, for each category of shares, the rights and obligations attached to it and the percentage of the capital that it represents; rticle 4 of the Articles of Association of 19th A November 2007 states : “The share capital is fixed at 100,284,867.63 EUR, represented by 4,121,934 actions, with no nominal value, each representing one share of the share capital.” The Company did not carry out any research and development activity during the year under review. 2° any legal or statutory restriction on the transfer of shares : None. V. BRANCH OFFICES (art. 96, 5° Companies Code) 3° the holders of any shares with special control rights and a description of those rights : None. No branch offices have been set up. VI. JUSTIFICATION OF THE APPLICATION OF THE ACCOUNTING PRINCIPLE OF CONTINUITY WHERE LOSSES HAVE ARISEN (art. 96, 6° Companies Code) Not applicable. VII.INFORMATION TO BE INSERTED UNDER THE PROVISION OF THE COMPANIES CODE (art. 96, 7° Companies Code) 4° the mechanism of control provided for in the case of any system of staff share ownership when the rights of control are not exercised by the staff : None. 5° any legal or statutory restriction on the exercise of voting rights : None. A.Decisions or operations with an adverse interest of a patrimonial nature (art. 524 Companies Code) 6°agreements between shareholders which are known to the issuer and which could result in restrictions on the transfer of shares and / or the exercise of voting rights : None. The Board of Directors indicates that, to its knowledge, no decision has been taken and no operation has been decided upon that falls within the scope of application of article 524 of the Companies Code. 7°rules applicable to the appointment and replacement of members of the administrative organ as well as the modification of the Articles of Association of the issuer; ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 23 SOUTH EXPRESS (Brussels / Saint-Gilles) - DDS & Partners LEX (Brussels) - Jaspers, Eyers & Partners -Appointment and replacement of members : Article 15 of the Articles of Association states that “the administration of the company’s affairs is entrusted to a board composed of at least five members, appointed by the general meeting, which also decides on the number. The duration of their mandate is four years at most. Members whose mandates have expired may immediately be re-elected.” In addition, the Corporate Governance Charter as approved by the Board of Directors of Compagnie Immobilière de Belgique on 12th December 2005 and revised most recently on 5th December 2007 states, in particular, that “the role of the Remuneration and Appointments Committee is to formulate proposals to the Board of Directors in respect of appointments and, more specifically : - the regular revision of the principles and criteria (independence, competence and qualifications) that govern the selection and appointment of the Directors and any recommendations for changes to the Board of Directors; - the appointment or the re-election of Directors or Members of the Committees set up by the Board of Directors, and the appointment or dismissal of Members of the Executive Committee; 24 DIRECTORS’ REPORT - the evolution of the management team and succession planning for Members of the Executive Committee, where appropriate based on reports from the Managing Director.” - Modifications to the Articles of Association : None. 8°the powers of the administrative organ, especially regarding its ability to issue or to buy back shares; Article 14 of the Articles of Association states in this regard that “the company may acquire its own shares or accept them as security under the conditions defined by the law. The Board of Directors is authorised to dispose of shares it has acquired in the company, on the stock exchange or elsewhere, on conditions that it shall determine, with prior authorisation of the General Meeting, in accordance with the law. By the decision of the Extraordinary General Meeting of the nineteenth of November two thousand and seven, the Board of Directors is authorised to acquire and dispose of shares of the Company where such acquisition or disposal is necessary to avoid grave and imminent danger to the Company. This authorisation is given for a period of three years from the date of its publication in the Annexes of the Moniteur Belge. The authorisation approved above also refers to acquisitions and disposals of shares of the Company by its direct subsidiaries, as such subsidiaries are defined by legal provisions relating to the acquisition of shares by subsidiaries in their parent company, and can be extended under the conditions foreseen by the law. Furthermore, by the decision of the Extraordinary General Meeting of the nineteenth of November two thousand and seven, the Board of Directors of the Company is authorised to acquire shares in the Company up to a maximum of ten percent of issued shares, at a price per share that may not be less than ten (10) euros nor more than twenty percent above than the highest closing rate at which the Company’s shares were quoted on Euronext Brussels during the twenty days preceding the acquisition. This authorisation is granted for a duration of eighteen months from the date of the Extraordinary General Meeting of the nineteenth of November two thousand and seven and also extends to the acquisition of shares of the Company by one or more of its direct subsidiaries, as such subsidiaries are defined by legal provisions relating to the acquisition of shares by subsidiaries in their parent companies.” 9° all the major agreements to which the issuer is a party and which take effect or are modified or cease in the case of a change of control of the issuer following a takeover, and their effects, unless their nature is such that their divulgation would result in grave harm to the issuer, this exception is not applicable where the issuer is specifically required to divulge this information by virtue of other legal provisions : None. 10°all the agreements between the issuer and members of its administrative organ or its personnel, that provide for compensation if the members of the administrative organ resign or can no longer continue to perform their functions without a valid reason or if the jobs of members of staff are terminated because of a takeover : None. X. MANAGEMENT OF THE COMPANY The Director’s mandate of Mr Thomas W. Wernink is due to expire at the close of the Ordinary General Meeting of 14th May 2008. He is eligible for re-election and puts himself forward for your votes. On 13th November 2007, the Board of Directors had decided to co-opt Baron Buysse as Director to provide for a replacement for Mr Jean Thomas who resigned. We propose the definitive election of Baron Buysse to complete the mandate of Mr Jean Thomas. Besides Baron Buysse is prepared to make a commitment to the Company, from now on, for a period of 4 years. Therefore, the Board of Director proposes, in view of his professional experience and to maintain the stability of the Company, to appoint Baron Buysse, with immediate effect, for a period of 4 years expiring at the close of the Ordinary General Meeting to be held in 2012. XI. EXECUTIVE COMMITTEE The functions exercised by Mr Jean Thomas as Chairman and Member of the Executive Committee, ended on 28th June 2007. Mr Gaëtan Piret, in his capacity as Managing Director of the Company, assumed the role of President of the Executive Committee since 29th June 2007. XII. MANDATE The mandate of Auditor of société civile s.f.d. SCRL DELOITTE REVISEURS D’ENTREPRISES, represented by M. Pierre-hugues Bonnefoy, also expires at the close of the next General Meeting. The Board of Directors proposes to renew its mandate for a period of 3 years expiring at the end of the Ordinary General Meeting that will be held in 2011. Consequently, we ask you to approve the terms of this report and to discharge the Directors, as well as the Auditor. Agreed at the meeting of the Board of Directors of 19th March 2008. ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 25 26 FORUM (Brussels) - Archi 2000 ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 27 REAL ESTATE MARKET TRENDS The Office Market in the Brussels Region, Wallonia and Flanders 2007 : Outlook for 2008 1 The investment market in Belgium over 2007 reached an all time high of 4.84 billion EUR, beating the previous record of 4.3 billion EUR achieved in 2006. This represents an increase of 11 %. High quality assets and towers dominated the investment skyline in Brussels. Many of those towers were purchased by foreign investors. Secondary cities performed well due to a lack of prime, finished products in the office sector of Brussels. As a consequence, the diversification from the traditional office sector into the other sectors, notably into retail, was an important trend over 2007. Total take-up for 2007 closed at 527,000 m2, down 11 % on 2006 due to a weakened demand by the European Institutions. This decrease in take-up over 2007 can be attributed to a redundant demand by the European Institutions. Letting market Key figures 2 Total take-up for 2007 closed at 527,000 m , down 11 % on 2006. The decrease in take-up over 2007 can be attributed to a redundant demand by the European Institutions, and in addition, weak take-up by the International Administrations. The European Union is expected to become much more active in 2008. The vacancy rate at the end of 2007 stood at 9.8 %, down 20 bp compared to the fourth quarter 2006. 2 Total completions in 2007 stood at 248,716 m , 38 % 2 below the last five-year average of 399,000 m . 2 Prime rents remain unchanged 300 EUR/m /year, last recorded at Round Point Schuman and Square de Meeûs in the Leopold District over the first quarters of 2007. Top quartile annual rents remain unchanged over the year at 209 EUR/m2/year. Corporate sector The corporate sector accounted for 76 % of the total take-up in 2007, totaling 401,162 m2, 19% above the last five-year average. The current political turmoil in Belgium has had no effect on corporate take-up, nor has the credit crunch impacted the economy. The banking and finance sectors continue to dominate corporate take-up (23 %). Overall, 470 corporate leases were signed in 2007, of which more than half of them were for small floor spaces of less than 499 m2. The strength of the corporate sector can be attributed to a strong economy in 2006 / 2007 and a highly-skilled workforce. The banking and finance sectors once again 1. Source : Jones Lang LaSalle. 28 REAL ESTATE MARKET TRENDS took the lion’s share of the letting market, accounting for 20 % of the total private sector market. Major banking and finance transactions included Fortis Bank, which leased 27,716 m2 in the Manhattan Centre (North) and also took 10,528 m2 in the Botanic Building (North) during the second quarter of 2007; and KBC, which purchased the Admiral Building in the North District (9,350 m2) during the second quarter of 2007 for owner-occupation. Public sector Demand by the European Institutions has been weak due to new procedures which delayed take-up during 2007. The European Union accounted a mere 1.3 % of the total take-up, signing only two leases in the second half of 2007, one for 7,245 m2 (the fourth quarter) and another for 126 m2 (the third quarter) in the Leopold District. The European Union is expected to become much more active in 2008. A tender process began in 2007 requiring 40,000 m2 of useable office space. The final choice of the building(s) will be made by the Commission over 2008 and it is then that we expect the European Union to absorb new space. The International Administrations accounted for 2.5 % over 2007 compared to 6 % over 2006, signing only three leases over the fourth quarter of totaling 1,843 m2 (Leopold). The Belgian Administrations accounted for 20 % in 2007, an increase compared to 2006 where they accounted for 14%. However, they have now come to the end of their re-organization and it is expected that they will be less active over 2008. Vacancy and supply Vacancy rates now stand at 9.8 %. This year, the vacancy rate decreased to its lowest point since 2003 over the third quarter of 2007 at 9.5 %. Total completions in 2007 stood at 248,700 m2, 38 % below the last five-year average of 399,000 m2. A12 Antwerp E19 Antwerp ELLIPSE BUILDING (Brussels / Schaerbeek) - Art & Build, Montois partners Surrounding Area Ring Road Zaventem E40 Ghent GROSS OFFICE TAKE-UP (M2) IN BRUSSELS BY SECTOR E40 Liège CBD North District City Centre Leopold District Louise District Decentralised Area 500 400 300 200 E411 Luxembourg 100 0 99 00 01 02 03 04 05 06 07 99 00 01 02 03 04 05 06 07 Belgian Administrations International Administrations Rents Prime rents now stand at 300 EUR/m2/year, last recorded at Round Point Schuman and Square De Meeûs in the Leopold District in the first quarter of this year. Compared to prime rents achieved in the fourth quarter of 2006 of 295 EUR/m2/year that represents an increase of 1.6 %. Incentives in the Central Business District (hereafter CBD) are increasing, whereas outside, they remain unchanged. At the end of 2007, top quartile annual rents remained stable over the whole year at 209 EUR/m2/year. Weighted average annual rents decreased over the quarter from 169.68 EUR/m2/ year to 162.25 EUR/m2/year. Investment Market The investment market in Belgium over 2007 reached an all time high of 4.84 billion EUR, beating the previous record of 4.3 billion EUR achieved in 2006. This represents an increase of 11%. Investment levels in Europe reached approximately 220 billion EUR by the end of 2007 compared to the 99 00 01 02 03 04 05 06 07 99 00 01 02 03 04 05 06 07 European Union Corporates 2006 record 253 billion EUR. In 2008, a slowdown will likely see total investment figures shrink to around 170-180 billion EUR, down almost 25% on 2007. Offices The strong run-up over the first half of 2007 remained in line with the preceding record year of 2006 for the investment market in Belgium. First half of 2007, investment levels stood at 2.6 billion EUR, that compared to the first half of 2006 level of 1.7 billion EUR, which represents an increase of 50 %. The most notable investment deal of size to take place over the first half was within the office sector and was the sale of the Zenith Tower at 125 MEUR a speculative, high quality asset due to be delivered in 2009. Developed by Codic, it was sold to MEAG, a German open-ended fund on a forward-funding basis. Over the second half of the year, total investment remained strong and stood at just over 2.23 billion EUR, bringing the 2007 total to 4.84 billion EUR. ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 29 The largest single-asset deal of size over 2007 in the office sector was the purchase of Covent Garden (69,000 m2) by Evans Randall for 272 MEUR from Buelens and KBC. 20 % of the building is let to the European Community with the remaining 55,000 m2 delivered during the fourth quarter of 2007. Other notable deals included the Bastion Tower, which was sold during the third quarter 2007 by Union Investment, formerly DIFA, to ING for 142 MEUR. The sale of the project Atlantis, developed by Codic in a decentralized zone, went ahead despite the credit crunch, and was purchased by UBS for 92 MEUR; Crown Avenue (31,550 m2) was purchased by Bank of Ireland Private Banking for 115 MEUR from Immobel & BPI. The sale of Ellipse Building (47,940 m2) to Fortis Group as well as the sale of the Lex building (58,800 m2) to the Council of Europe have been realised in 2007. Asset diversification Diversification in other sectors has been one major trend to take place over 2007. Including the second half of last year, the office market now accounts for 48 % of the total investment market in 2007. In 2006, the total office market accounted for 60 %, a 12% decrease on 2007. The retail market increased last year, accounting for 17 % of the total investment market, up 30 % on 2006. Much of that was attributed to the InBev portfolio purchase by Cofinimmo worth 264 MEUR. The warehousing market now accounts for 9 % of the total investment market, a 2 % increase on 2006. Most of these investments lie within the logistics sector. Foreign investors accounted for 34 % of the total shopping centre investment market, down from 53 % in 2006. The hotel market was the fourth most important asset sector in 2007 following a fairly placid 2006 where only mixed-schemes including hotels were recorded. 357 MEUR was invested in the hotel market in 2007. Further evidence of diversification included acquisitions of retirement homes, as witnessed by Cofinimmo. 30 REAL ESTATE MARKET TRENDS Capital sources 2007 Domestic investors now account for 36 % of total investments compared to 41 % in 2006. Coinciding with a downturn for commercial real estate in the UK, British investors now account for 16 % of the total market compared to a mere 4.5 % last year. The Germans account for 11 % of the market, similar to last year’s 10 % level. The Dutchmen have been responsible for just over 200 MEUR worth of acquisitions compared to only 14.5 MEUR in 2006. Disappearing in 2007 were the Australians. They entered the market for the first time with strength in 2006 after purchasing three assets worth 230 MEUR, most notably Rubicon’s purchase of Hermes Plaza in Brussels for its open-ended fund. Last year, the Australians were not present. Entering the market for the first time however were the Chinese. Hainan Airlines purchased a hotel portfolio from the Halfon Group for over the fourth quarter of 2007. Yields Following record investment levels in Belgium, prime yields on average have compressed around 50 bp over the last year on 6 year leases. In the Brussels CBD, the prime yields for office buildings with 3 / 6 / 9 year leases vary from 5.6 % in the Leopold District, 5.8 % in the North District, 5.9 % in City Centre to 6.1 % in the Louise District. Outlook for 2008 The pipeline over 2008 will increase to 410,000 m2, slightly above the five-year average. However, half of this is already pre-let, mostly as result of the sale & leaseback of the 130,000 m2 Finance Tower in the City Centre District, which is due for completion the second quarter of 2008. Many buildings will become vacant next year following their tenants move into the Finance Tower. This will not affect immediate vacancy rates as those buildings will undergo refurbishment and repositioning. The overall speculative supply in 2008 will remain modest and it is expected that the overall vacancy rate will hover around the 10 % level. In terms of prime rents, they are anticipated to remain at the current levels going into 2008. For the letting market, take-up will be affected by the macro-economic situation in Europe, citing in particular the banking and finance sectors. The position of the Belgian government could also affect take-up in the medium term. However, the European Union should return into 2008 and it is anticipated that they will begin to lease substantial office space following the delays over 2007, nonetheless dependent on the current constitutional negotiations. The Belgian Administrations are expected to be less active following the closing stages of their re-organization. On the investment side, players for 2008 will change following the credit crunch. It can be foreseen that the institutional and equity-based players will dominate following the funding difficulties faced today by the debt-driven investors in Europe. In Belgium, domestic players may return to the market, as might German open-ended funds and asset managers. There is also little concrete evidence of a major outward shift in yields. In our view, the trend has not yet fully established, although given the marked changes in the European markets, over-aggressive anticipated yields were not achieved in Belgium. The demand for good, prime assets is present today, yet the availability of such product remains scarce. Belgium has experienced far less rapid yield compression compared to other major markets, and therefore its wealth-preservation aspect and counter-cyclical nature will benefit it, unlike the more heated markets in Europe. OMEGA court offices (Brussels / Auderghem) - Assar STATE ADMINISTRATIVE CENTRE (Brussels) - Jaspers, Eyers & Partners ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 31 Ferme des 4 Sapins (Wavre) - Dessin et Construction FORUM (Brussels) - Archi 2000 Walloon Region The Walloon real estate market is centred on three major cities : Liege, Charleroi and Namur. Liège has the largest office stock (395,000 m2), followed by Charleroi (273,000 m2) and Namur (242,000 m2). In 2006, there were two new constructions in Namur, the Namur Office Park (3,500 m2) and a refurbishment at the Place Joséphine-Charlotte (8,600 m2). The two most notable completions are situated in Jambes (4,800 m2) Phase 1 of Parc de la Montagne; and a building on the Avenue Prince de Liège (7.500 m2). The vacancy rate remains limited in Liège (3.8 %) and Charleroi (4.1 %), but has increased in Namur (10.0 %) due to the new office completions. Nonetheless, it is expected that vacancy will decrease in 2008 as only one building of 3,500 m² (Namur Office Park Phase IIa) will be delivered. In addition, two-thirds of the “ Prince de Liège ” building have already been taken-up by Forem, a Walloon agency for work arbitration and employment (the counterpart of the Flemish VDAB). Office demand in Wallonia is mainly driven by the public administrations, estimated to account for almost 75 % of all take-up. A large proportion of the take-up is concentrated in new, more efficient office space with average size transactions for floor spaces above 2,000 m2. Almost 70 % of all the area is acquired for owner-occupation. In 2008, an increase of demand is expected for both the government and the corporate 32 REAL ESTATE MARKET TRENDS sector. The government, including the Walloon Region, has plans to regroup and consolidate its administration. In addition, the current 120 intercommunales will be reduced to 63 by the end of 2007. This might include mergers, which eventually could generate an increased take-up directed towards new, flexible and efficient office buildings. In the wake of the government reorganisation, corporate take-up may also increase as lawyers, consultancy companies, IT-companies and lobbyists regroup close to the administrations of the Walloon capital. Private companies might also potentially look to settle in the region as part of the efforts to promote the economic development of the Region (the Marshall Plan for Wallonia). Prime rents have remained stable over the years. The highest prime rent achieved is in Namur (137-161 EUR/ m2/year – new buildings), followed by Liège (108-118 EUR/m2/year) and Charleroi (100-115 EUR/m2/year). In terms of capital markets investment, Wallonia represented 7 % of the total real estate investment volume in Belgium over 2007 with total volume reaching 230 MEUR, double that of 2006. Investors tend to be domestic, institutional players (71 %); however, UK investors (16 %) and Irish investors (8 %) were also present. In terms of sectors, both retail and offices accounted for 30 % in total. The shopping centres market accounted for another 16 % with the remaining 24 % mixed (residential, leisure and hotels). Flemish Region The largest real estate markets in Flanders are Antwerp (1.8 million m2), Ghent (1.3 million m2), Leuven (500,000 m2) and Mechelen (300,000 m2). The Flemish region in the North of the Brussels Periphery remains attractive for headquarter offices due to the lower tax compared to the 19 communes of Brussels. The public authorities of Antwerp and Ghent have an active office market policy in a bid to attract corporates to their city. Both authorities want these regions to become a real alternative headquarter office pole to Brussels. They aim for companies with activities in the Benelux, such as the former headquarter of ABN AMRO at Berchem. Many projects are in progress in those two cities in order to reach this target. For example, in Antwerp, a master plan for improving mobility consists of major infrastructure works to provide a durable solution to the traffic congestion and accessibility problems today. Ghent has only begun the construction of a huge office complex next to the Sint-Pieters train station. Mechelen and Leuven also have high aspirations, but with a focus more geared towards companies oriented within the domestic market. As Mechelen focuses on its central location between Antwerp and Brussels, Leuven can use its proximity of Brussels, the airport and the presence of the university as its main selling point. Compared to a total take-up of 185,000 m2 in 2006, total take-up in Flanders reached some 195,000 m2 in 2007. 107,000 m2 was located in Antwerp, 66,000 m2 in Ghent, 11,000 m2 in Mechelen and 7,000 m2 in Leuven. For Ghent, however, some 36,000 m2 was attributed to the pre-letting of the Justice Palace. Insurance; and the Antwerp Ring Center B (5,500 m2) was also let before completion. The total area that is estimated to be delivered speculatively on the Antwerp market in 2008 is around 22,000 m2. The main projects are the Franklin Building (Posthoflei), The Plantin & Moretus Business Center (Plantin en Moretuslei), Helsmoortel III (Generaal Lemanstraat) and the Munter (Terninckstraat). In Ghent, no speculative projects were completed in 2007 but during 2009-2010, a large number of huge mixed projects should be delivered. The office project located next to the Sint-Pieters train station has a building potential of 90,000 m2; the ’Loop’ project, a mixed development with retail warehouses as well as an Ikea store (30,000 m2) leisure and offices; a new soccer stadium for AA Gent is planned on the Artevelde site which has 10,000 m2 of office potential. And finally, the ex-Belgacom tower (in the Keizer Karellaan which Belgacom will vacate by the end of 2008) will be redeveloped by Gedevco into mixed offices, retail and residential with has a total potential of 160,000 m2. The major project located in Leuven is the KBC project next to the railway station which totals 42,000 m2. Four of the five buildings are already pre-let to KBC and to the City of Leuven, due for completion February 2008. Mechelen had some major projects launched in 2007 due for completion in 2009. The most active developer is U Place. It has three new projects in the pipeline, namely the York tower, the Zuidpoort Phase 2 and the Rempbold Park, adding up to a total surface of 80,000 m2. Pre-letting negotiations are already under way for the York Tower. Prime rents in the various cities have remained fairly stable but indeed are under upward pressure due to a lack of product. New products are anticipated over the coming years. Therefore, prime rents now stand between 100-144 EUR/m2/year in Antwerp, 125140 EUR/m2/year in Ghent, 120-140 EUR/m2/year in Leuven, and 120-140 EUR/m2/year in Mechelen. In 2006, secondary cities like Antwerp and Ghent witnessed large size volume transactions including the project Kievit acquisition by KanAm (over 200 MEUR) located near the Antwerp Central Station. The main transactions in Ghent included the acquisition of the Zuiderpoort Office Park by a new investor on the Belgian market, the Icelandic investor Sjova-Almennar Tryggingar hf (163 MEUR) and the acquisition of the Court of Justice of Ghent by KBC Real Estate. Although there is a healthy pipeline in Flanders, many new completions are pre-let due to a lack of grade A buildings. In addition, not all developers are willing to build at risk in secondary locations. Of the total 40,000 m2 delivered over 2007 in Antwerp, almost everything is already let. The B building of the Kievitplein (18,000 m2) was already pre-let to the Flemish government; the Ultimate Phase II of 9,200 m² was let to Fortis Secondary locations remained important in 2007 with some large office investments in Antwerp by major international investors. These locations will remain important going into 2008 as investors diversify into new locations and new sectors in a bid to spread their portfolios from the traditional prime location of Brussels where products and strategies become harder to identify. ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 33 Belgian residential real estate market 2007 1 In general terms, 2007 was a year of stable sales, with prices rising slightly. The impact of the increase in interest rates has not yet been felt, mainly because rates remain intrinsically low. The trend towards younger buyers was confirmed, along with an increase in average mortgage durations. This represents a significant change in the mentality of the market. An analysis of sales shows that demand is holding up for “essential” properties (housing type : mid-range), mainly acquired by first time buyers under the age of 35 / 40 years. These purchasers think in terms of their overall budget rather than price per square metre. This segment of the market represents sales prices of 125,000 EUR to 230,000 EUR, for a 1 or 2 bedroom apartment. On the other hand, demand for “comfort” housing (“mid to high range” from 250,000 EUR to 400,000 EUR for 2 to 3 bedrooms) was down. The supply of new-build “comfort” property on the market was significant in 2007, following the high demand bordering on euphoria in 2005 and 2006, which made developers very optimis- 34 Belgian residential real estate market 2007 tic about this segment of the market. During 2007, demand for these “comfort” properties slowed significantly due to three factors : economic uncertainty, the instability of the Belgian government and the extensive media exposure given to the American “subprime” problem. Buyers of these “comfort” properties are traditionally aged over 40 years and have neither the opportunity (because of their age) nor the desire (because of the uncertainty) to extend the duration of their mortgages. The “luxury” end of the market remains in good health and price levels are high. The 4,000 EUR/m² level has even been exceeded in some exceptional cases. This market segment is less sensitive to the economic situation but represents only a small part of the overall residential property market in Brussels. Elsewhere, the demand for single-family houses remained stable in 2007. The key feature of 2007 is that most activity was concentrated on first time buyers. 1. Source : Consortium Immobilier Général. JARDINS DE JETTE (Brussels / Jette) - Assar ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 35 OFFICES ELLIPSE BUILDING (Brussels / Schaerbeek) - Art & Build, Montois partners LAND DEVELOPMENT EnGHIEN 36 REAL ESTATE DEVELOPMENT REAL ESTATE DEVELOPMENT RESIDENTIAL DEVELOPMENT Omega Court HOUSING (Brussels / Auderghem) - Assar ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 37 LEX (Brussels) - Jaspers, Eyers & Partners 38 REAL ESTATE DEVELOPMENT - offices OFFICES KEY EVENTS I n 2007, Compagnie Immobilière de Belgique sold the companies owning the projects Ellipse Building (48,000 m²) in Brussels, to the Fortis Group (50 % holding), Jardins de la Couronne – Offices section (31,549 m²) in Brussels (50 % holding), and WestSide Village (Phase I, 10,596 m²) at Mamer, in Luxembourg, to the Belgravia Group, as well as signing the official deed of sale for the buildings Lex in Brussels to the Council of Europe (58,800 m²), Les Mélans in Bouge to the company Editions de l’Avenir (4,439 m²) and Ferme des 4 Sapins – Offices section (1,330 m²) in Wavre. I t also concluded major rental agreements, primarily in the Jardins de la Couronne building (12,000 m² of additional offices) in Brussels (Ixelles) to Régie des Bâtiments (50 % holding) on a 15-year lease, 12,000 m² of offices in the Block A complex of Espace Midi in Brussels on a 27-year lease to ASBL SmalS – MvM (10 % holding), various 3, 6 and 9 year leases in the WestSide Village complex at Mamer – Luxembourg (50 % holding), 5,994 m² in the Ellipse Building located in Brussels (Schaerbeek) to IBPT, as well as a lease of 21,128 m² of Block 9 in Place des Martyrs. he provisional reception of Ellipse Building and the D4 building owned by Société Espace T Léopold (50 % holding) took place. lsewhere, Compagnie Immobilière de Belgique started, continued and / or completed buildE ing projects either on its own : Mercelis, Ferme des 4 Sapins or in partnership : South Express, WestSide Village (Eglantier), Lex, Omega Court and D4-D5. This activity is carried out by Compagnie Immobilière de Belgique and the following companies in which it holds stakes : BELGIUM 100 % Compagnie Immobilière de Wallonie (shortened CIW) 99.9 % Immobiliën Vennootschap van Vlaanderen 50 % LEX 2000 50 % Société Espace Léopold (hereafter SEL) 37.47 % Infrastructures & Developpements Immobiliers (shortened idim) 33 % Promotion Léopold Grand Duchy of Luxembourg 50 % WestSide ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 39 D4-D5 (Brussels / Ixelles) - Joint venture «AEL - Groupe T - Tractebel» LEX (Brussels) - Jaspers, Eyers & Partners OMEGA COURT (Brussels / Auderghem) - Assar Table I – Main office projects under construction at 31st December 2006 (5 sites) Holding % D4-D5 - Brussels (Ixelles) Ferme des 4 Sapins - Wavre Company concerned Surface (m2 above ground) Compagnie Immobilière de Belgique share Date made available Commercialisation statuts (m² above ground) 50 % SEL 41,500 20,750 06/2008 Disposed of 100 % LES COURSES 2,700 2,700 03/2007 Being commercialised Lex - Brussels 50 % LEX 2000 58,800 29,400 01/2007 Disposed of Omega Court Brussels (Auderghem) 50 % Compagnie Immobilière de Belgique 17,287 8,644 02/2008 Not commercialised South Express Brussels (Saint-Gilles) 10 % Compagnie Immobilière de Belgique 29,417 2,041 03/2008 50 % disposed of 140,704 63,535 Total 40 REAL ESTATE DEVELOPMENT - offices Table II – Main office projects under construction at 31st December 2007 (7 sites) Holding % D4-D5 - Brussels (Ixelles) Ferme des 4 Sapins Wavre Company concerned Surface (m2 above ground) Compagnie Immobilière de Belgique share Date made Commercialisation available statuts (m² above ground) 50 % SEL 41,500 20,750 06/2008 Disposed of 100 % LES COURSES 2,700 2,700 03/2007 52 % disposed of & balance being commercialised 50 % LEX 2000 58,800 29,400 01/2007 Disposed of 100 % Immobiliën Vennootschap van Vlaanderen 1,935 1,935 12/2008 Disposed of Omega Court Brussels (Auderghem) 50 % Compagnie Immobilière de Belgique 17,026 8,513 02/2008 Being commercialised South Express - Ilot A Brussels (Saint-Gilles) 10 % Compagnie Immobilière de Belgique 21,128 2,113 03/2008 50 % disposed of & 50 % rented WestSide Village, Eglantier Grand Duchy of Luxembourg 50 % Soprima 3,946 1,973 12/2007 100 % disposed of & 60 % let 147,035 67,384 Lex - Brussels Mercelis Brussels (Ixelles) Total Projects in progress at 31st december 2007 (table II) D4-D5 • Brussels (Ixelles) MERCELIS • Brussels (Ixelles) Compagnie Immobilière de Belgique is a shareholder in Société Espace Léopold, shortened “SEL”, with a 50 % stake. Promotion Léopold, of which 31 % is owned by Compagnie Immobilière de Belgique and 5 % by SEL, is carrying out the development work on a 78,000 m² building, which includes 41,500 m² of offices and meeting rooms, a public car park and an audio-visual studio. Negotiations with the European Parliament led to the signature of an official deed on 10th November 2004. D4 had already been handed over in March 2006 and construction work on D5 is continuing. Planning and environmental permission has been granted for a project consisting of the redevelopment of the site. The project will be made up of offices and a library, as well as 13 apartments; construction work got underway in mid-2007. FERME DES 4 SAPINS • Wavre The Commune signed the deed of purchase for the offices and library on the 4th October 2006. OMEGA COURT • Brussels (Auderghem) This project of 17,026 m² of offices and non-material production activities is being developed. Construction work will be completed during the 1st quarter of 2008. Conversion / renovation work on Ferme des 4 Sapins has been completed. All the units in the farm building, except for 1, were sold and handed over in 2007. Structural work on the barn has been finished. This consists of 3 levels of offices with a total surface area of around 1,000 m². Fitting out work on one level, as well as the communal areas, will be carried out at the start of 2008. SOUTH EXPRESS - BLOCK A • Brussels (Saint-Gilles) LEX • Brussels WESTSIDE VILLAGE, EGLANTIER The building, with 45,000 m² of offices and 13,800 m² of meeting and catering space, was delivered in January 2007. The Council of the European Union acquired the building (the terms of a long lease signed in October 2003 provided for this option); the deed of sale was signed on 1st February 2007. Grand Duchy of Luxembourg The company Espace Midi is creating 21,128 m² of offices and 1,169 m² of residential space. Construction work continued during 2007. This project will be finished at the start of 2008, including specific fitting out for the occupants. Group S acquired almost 50 % of the building for its own use. The rest of the building has been let. Soprima constructed the Eglantier building during 2007. Sixty percent has already been let and this building as well as the 2 already existing buildings, Daphné and Frêne, were sold to the Belgravia investment group on the 28th September 2007. ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 41 AVENIR (Tournai) - Yellowstone CROWN AVENUE (Brussels / Ixelles) - Assar, A.2R.C, AVA TabLE III – Main office projects completed during 2007 (2 sites) Holding % Company concerned Surface (m2 above ground) Compagnie Immobilière de Belgique share Date made available Commercialisation Status (m² above ground) Lex - Brussels 50 % Lex 2000 58,800 29,400 01/2007 Disposed of WestSide Village, Eglantier Grand Duchy of Luxembourg 50 % Soprima 3,946 1,973 12/2007 100 % disposed of & 60 % let 62,746 31,373 Total Table IV – Projects commenced in 2007(2 sites) Holding % Mercelis - Brussels (Ixelles) WestSide Village, Eglantier Grand Duchy of Luxembourg Company concerned Surface (m2 above ground) Compagnie Immobilière de Belgique share Date made available Commercialisation Status (m² above ground) 100 % Immobiliën Vennootschap van Vlaanderen 1,935 1,935 12/2008 Disposed of 50 % Soprima 3,946 1,973 12/2007 100 % disposed of & 60 % let 5,881 3,908 Total Table V – Buildings commercialised in 2007 (7 sites) Holding % Company concerned Surface (m2 above ground) Compagnie Immobilière de Belgique share Date made available Commercialisation Status (m² above ground) Crown Avenue - Brussels (Ixelles) 50 % Compagnie Immobilière de Belgique 31,549 15,775 06/2005 Disposed of Ellipse Building Brussels (Schaerbeek) 50 % Compagnie Immobilière de Belgique 47,941 23,971 09/2006 Disposed of 100 % Les Courses 2,700 2,700 03/2007 52 % sold 50 % Lex 2000 58,800 29,400 01/2007 Disposed of 100 % Immobilière Deka 1,512 1,512 South Express - Block A Brussels (Saint-Gilles) 10 % Compagnie Immobilière de Belgique 21,128 2,113 03/2008 50 % let WestSide Village, Daphné, Eglantier & Frêne Grand Duchy of Luxembourg 50 % Soprima 10,996 5,498 12/2007 Fully sold & 85 % let 174,626 80,969 Ferme des 4 Sapins - Wavre Lex - Brussels Place des Martyrs - Block 9 Brussels Total 42 REAL ESTATE DEVELOPMENT - offices 100 % let BUILDINGS COMPLETED (table V) CROWN AVENUE • Brussels (Ixelles) PLACE DES MARTYRS - BLOCK 9 • Brussels This project was disposed of in its entirety, 31,549 m² of offices, to two foreign companies acting through Bank of Ireland. This 1,512 m² office project was let to the Vlaamse Gemeenschap. ELLIPSE BUILDING • Brussels (Schaerbeek) The Vlaamse Gemeenschap has occupied 26,774 m² of offices and a new lease has been signed with IBPT for 5,994 m². The entire project, consisting of 47,941 m², was sold to the Fortis Group on 27th April 2007. WESTSIDE VILLAGE, DAPHNÉ, EGLANTIER and FRÊNE • Grand Duchy of Luxembourg Soprima has rented the whole of the two office buildings already constructed. These buildings are part of a complex of offices of approximately 23,000 m², composed of six buildings and an underground car park for around 1,000 cars. The Daphné, Eglantier and Frêne buildings were sold on 28th September 2007 to Belgravia. Projects under consideration AVENIR • Rues du Château and du Rempart - Tournai FORUM • Brussels The Compagnie Immobilière de Belgique Group is considering a possible 16,000 m² office project. Compagnie Immobilière de Belgique acquired all the buildings located on the block demarcated by rue du Parlement, rue de la Presse, rue de Louvain and rue de la Croix de Fer. BOULEVARD MELOT • Namur CIW acquired the site at Boulevard Melot 12 (opposite Namur train station) with a view to building around 10,000 m² of offices. The site previously belonged to the Vers l’Avenir Group (Médiabel). A project is under consideration. BRUSSELSTOWER • Brussels A new planning application was made at the end of 2006 for 70,000 m² of offices. Compagnie Immobilière de Belgique proposed a modification to the outline of the building : the 39-storey tower (for which planning permission was applied in 2005) has been replaced by a 24-storey building. Work is underway to remove asbestos. Planning and environmental permission for Phase 1 of this project was applied for in mid-July 2006. This concerns the area formerly occupied by the Federal Police (more or less 1/3 of the block) and involves 15,915 m² of offices. The remaining 2/3rds will continue to be occupied by Moniteur belge and INS (Institut National des Statistiques – national statistics institute) until the end of 2008. This project should enable around 40,000 m² of offices and 3,000 m² of housing to be developed. lace des martyrs p (Brussels) STATE ADMINISTRATIVE CENTRE (Brussels) Jaspers, Eyers & Partners ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 43 JUSTE LIPSE • Brussels A new study is underway to consider the construction of offices and residential units, as well as a car park and shops. The creation of an esplanade will be a key feature of the project. A new layout has been studied in order to facilitate the widening of chaussée d’Etterbeek. LUCHTHAVENLAAN • Vilvoorde A project is being considered to develop several buildings to be built on the existing site. REYERS C • Brussels (Schaerbeek) Compagnie Immobilière de Belgique, in a joint venture with CFE, presented a town planning project on the Reyers / Colonel Bourg site. The overall study deals with traffic flows (car, bus, bicycle), building a dissuading car park, the creation of green space and the development of Block C, the final office building to be built along boulevard Reyers. Planning and environmental applications were submitted in 2006 in respect of the Reyers site; they include modifications to the motorway exit. TRANSPOLIS • Zaventem In a joint venture with BIAC and Wilma Project Development, the subsidiary Immobiliën Vennootschap van Vlaanderen is considering the possibility of constructing an office complex under the name of Transpolis in the immediate proximity of Brussels National Airport at Zaventem. UNIVERSALIS PARK • Brussels (Ixelles) Compagnie Immobilière de Belgique (50 %) and Les Entreprises Louis De Waele Group (50 %) have acquired 2 parcels of land (85,000 m²) belonging to ULB and located on Campus de la Plaine in Brussels (Ixelles). The deed of sale was signed on 5th September 2007. A mixed project is under consideration, with office and residential elements. WESTSIDE VILLAGE - BUILDINGS A, B and C SOUTH CITY OFFICE & HOTEL - BLOCK C Grand Duchy of Luxembourg Brussels (Saint-Gilles) This is a project of 24,140 m² spread over 6 buildings. 10,596 m² of Phase I has been sold in 2007 to the group Belgravia. The continuation of the construction work is planned for 2008. The companies Espace Midi and Atenor are considering a mixed project to create 30,776 m² of offices and a 142 room hotel with a surface area of around 7,320 m². Construction work will begin in 2008. SOUTH CITY - BLOCK D • Brussels (Saint-Gilles) 44 The master plan was presented to the public on 12th December 2006. It was approved by the government on 30th November 2007. A PPAS (Plan Particulier d’Aménagement du Sol – particular land use plan) will be carried out by the City of Brussels. The company Espace Midi is considering a project for 8,050 m² of offices and 3,025 m² of residential accommodation. Mixed project under consideration STATE ADMINISTRATIVE CENTRE • Brussels SNOWDOME • Tubize Plans were completed for two projects to fully renovate around 86,200 m² of buildings D&F and C, and planning and environmental applications were submitted in April and August 2006. In a joint venture with ING Real Estate (50 %), CIW (50 %) is considering a mixed shopping-leisure project (Outlet – Market – Retail Park and Leisure Centre) notably including a snowdome. REAL ESTATE DEVELOPMENT - offices ELLIPSE BUILDING (Brussels / Schaerbeek) - Art & Build, Montois partners ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 45 Omega Court HOUSING (Brussels / Auderghem) - Assar 46 REAL ESTATE DEVELOPMENT - RESIDENTIAL DEVELOPMENT RESIDENTIAL DEVELOPMENT KEY EVENTS s it had done in previous years, the Group commenced, continued and / or completed work on A various residential sites during 2007, in particular Erpent, Hôpital Français, Jardin des Sittelles, Jardins de Jette, Jardins de Stockel, Omega Court and Place des Martyrs (Block 7). uring 2007, 153 apartments and 23 houses have been sold. D This activity is carried out by Compagnie Immobilière de Belgique and the following companies in which it holds stakes : BELGIUM 100 % Compagnie Immobilière de Lotissements (shortened Lotinvest) 100 % Immobiliën Vennootschap van Vlaanderen 100 % Immobilière Deka, (hereafter Immo Deka) 100 % Les Courses 76 % Les Jardins du Nord ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 47 J ARDIN DES SITTELLES (Brussels / Woluwe-Saint-Lambert) - Trio ÔPITAL FRANçAIS H (Brussels / Berchem-Sainte-Agathe) - Urban Table I – Main residential buildings under construction or completed at 31st December 2006 (13 sites) % Holding Bon Dieu du Chêne Walhain-Saint-Paul 50 % Company concerned Units Les Courses 4 houses of which 3 sold in 2006 7 houses under construction of which 4 sold in 2006 Chaussée Bara - Waterloo 50 % Les Courses Egmont House - Brussels 100 % Compagnie Immobilière de Belgique Erpentval - Erpent 100 % Lotinvest 76 % Les Jardins du Nord 100 % Les Courses Jardins de Jette - Brussels (Jette) 50 % Compagnie Immobilière de Belgique 196 apartments of which 76 sold in 2006 Jardins de la Couronne - Brussels (Ixelles) 50 % Compagnie Immobilière de Belgique 2 apartments sold in 2006 Hôpital Français - Brussels (Berchem-Sainte-Agathe) Jardin des Sittelles - Brussels (Woluwe-Saint-Lambert) 12 houses of which 7 sold in 2006 15 houses under construction of which 8 sold in 2006 and 28 apartments under construction of which 7 sold in 2006 43 apartments sold of which 22 in 2006 50 % Compagnie Immobilière de Belgique 83 apartments of which 40 sold in 2006 100 % Immobilière Deka 99.6 % Omega Court - Brussels (Auderghem) Quatre Sapins - Wavre 50 % Les Courses Rue Joly - Brussels (Schaerbeek) 50 % Compagnie Immobilière de Belgique 48 Commencement of construction on a building with 15 apartments Harmonia Louise Michel - Brussels (Molenbeek-Saint-Jean) Place des Martyrs - Block 8A Brussels 6 apartments sold in 2006 REAL ESTATE DEVELOPMENT - RESIDENTIAL DEVELOPMENT 1 retail unit and 2 apartments out of 5 sold in 2007 9 houses sold in 2006 Commencement of construction of 8 apartments Projects under construction at 31st December 2007 AVENUE ALBERT IER • Genval MERCELIS • Brussels (Ixelles) The construction of 17 houses, 8 of which were sold in 2007, has been commenced with a partner. This project is for the construction of 13 apartments, totalling 1,673 m², as well as offices and a library. Planning and environmental permission was obtained in 2007 and construction has now begun. CHAUSSÉE BARA • Waterloo The last 3 houses, constructed in association with a partner, were sold in 2007. FONCIÈRE DU PARC • Brussels In 2005, Compagnie Immobilière de Belgique and Soficom acquired shares in the company Foncière du Parc, held with other partners. Compagnie Immobilière de Belgique now has a 50 % stake in this company. Planning permission for the construction of 66 apartments and 7 retail units was handed over on 16th November 2006. Construction work commenced in mid-2007 and the entire project was sold on 13th November 2007 to Parc Belliard. OMEGA COURT • Brussels (Auderghem) Compagnie Immobilière de Belgique, in partnership, completed the construction of 83 apartments, 9 of which were sold in 2007. Only one remains unsold. Place des Martyrs - BLOCK 2/3 • Brussels The final retail unit, that was let, has been sold. Place des Martyrs - BLOCK 4 • Brussels Two retail units, that were let, were sold during 2007. PLACE DES MARTYRS - BLOCK 7 • Brussels Brussels (Berchem-Sainte-Agathe) Planning permission was received on 10th April 2006 and permission from the conservation authorities was obtained on 12th April 2007. Construction work on the structure commenced in 2007. The 7 houses sold in 2006 were handed over during 2007. PLACE DES MARTYRS - BLOCK 8a • Brussels HÔPITAL FRANÇAIS JARDIN DES SITTELLES Brussels (Woluwe-Saint-Lambert) The last 5 houses in this development, which were sold in 2006, were handed over in 2007. The company Les Courses developed a total of 41 single-family houses and a building with 28 apartments on this site. JARDINS DE JETTE • Brussels (Jette) This is a vast mixed development. 74 apartments and 22 houses were sold during 2007. At 31st December 2007 were : constructed : 129 houses and 677 apartments, The last 2 apartments, as well as a retail unit, were sold in 2007. RÉSIDENCE ERPENTVAL • Erpent The construction of a building comprising 15 apartments will be completed at the start of 2008. The deed of sale for an apartment was signed at the end of 2007. RUE JOLY • Brussels (Schaerbeek) Work on the construction of 2 apartment buildings, each comprising 4 units, started at the end of 2006. This development, in partnership, is an urban planning requirement of the office project Ellipse Building. The apartments will be marketed in 2008. under construction : 26 houses and 134 apartments, sold : 151 houses and 675 apartments, ready to start : 34 apartments at the start of 2008, nder consideration :22,000 m² which will be either u offices or residential units. JARDINS DE STOCKEL PLACE DES MARTYRS (Brussels) - Fisco 88 Brussels (Woluwe-Saint-Lambert) Construction was started on a first phase of 9 singlefamily houses during the year. The 9 were all sold in 2007 and handed over in 2008. Planning permission for the construction of a building containing 38 apartments is under consideration. ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 49 Table II – Main residential or retail buildings under construction or completed at 31st December 2007 (16 sites) % Holding Company concerned Units 17 houses under construction of which 8 sold in 2007 Avenue Albert 1 - Genval 50 % Les Courses Chaussée Bara - Waterloo 50 % Les Courses The last 3 houses were sold in 2007 Egmont House - Brussels 100 % Compagnie Immobilière de Belgique 7 apartments of which 1 sold in 2007 Foncière du Parc - Brussels 50 % Compagnie Immobilière de Belgique Hôpital Français - Brussels (Berchem-Sainte-Agathe) 76 % Les Jardins du Nord 100 % Les Courses Jardins de Jette - Brussels (Jette) 50 % Compagnie Immobilière de Belgique 74 apartments and 22 houses sold in 2007 Jardins de Stockel - Brussels (Woluwe-Saint-Lambert) 80 % Les Courses 9 houses under construction, sold in 2007 Mercelis - Brussels (Ixelles) 100 % Immobiliën Vennootschap van Vlaanderen 50 % Compagnie Immobilière de Belgique Place des Martyrs - Block 2/3 Brussels 100 % Immobilière Deka Final retail unit (let) sold Place des Martyrs - Block 4 Brussels 100 % Immobilière Deka 2 retails units (let) sold Place des Martyrs - Block 7 Brussels 100 % Immobilière Deka 44 room hotel under construction Place des Martyrs - Block 8A Brussels 100 % Immobilière Deka 1 retail unit and the last 2 apartments sold in 2007 Résidence Erpentval - Erpent 100 % Lotinvest 50 % Compagnie Immobilière de Belgique er Jardin des Sittelles - Brussels (Woluwe-Saint-Lambert) Omega Court - Brussels (Auderghem) Rue Joly - Brussels (Schaerbeek) 66 apartments of which 66 sold in 2007 7 houses sold in 2006, handed over in 2007 5 houses completed in 2007, already sold in 2006 13 apartments under construction 83 apartments of which 9 sold in 2007 15 apartments under construction of which 1 sold in 2007 8 apartments (2 times 4) under construction ALBATROSS VILLAGE (Haren / Brussels) - Conix Architects 50 REAL ESTATE DEVELOPMENT - RESIDENTIAL DEVELOPMENT MERCELIS (Brussels / Ixelles) - Conix Architects BELLA VITA (Waterloo) - Joint venture «FCM Architects - Benoît Courtens et Associés» Projects under consideration ALBATROSS VILLAGE • Haren (Brussels) A new project is under consideration. It places the emphasis on residential accommodation, housing for the elderly (sheltered housing and nursing and care homes). This project could support 30,000 m² of residential accommodation, 17,200 m² of care homes and services, as well as 12,500 m² of offices. BELLA VITA • Waterloo Compagnie Immobilière de Belgique acquired a property in November 2005 located at Drève des Dix Mètres in Waterloo, occupied on a long lease by the Province du Brabant Wallon, from CPAS of Brussels. This 14.9 ha site, a significant part of which is classified as a listed building, will be renovated as a mixed multigenerational centre focused on the elderly that could among other things include medical or paramedical facilities, a nursing home, a care home, serviced accommodation, a rest centre, a development of residential accommodation… Studies are continuing and an overall project was presented in 2007. Work has started on the impact study. The total area to be constructed is around 60,000 m². CONDORCET Rue Tumelaire and Rue du Parc in Charleroi CIW, as part of a joint venture (CIW share 80 %), owns a site situated between rue Tumelaire and rue du Parc. A planning application that conforms with the Plan Communal d’Aménagement (communal land use plan) has been submitted. It involves the development of 54 apartments and some professional offices. CRESPEL • Brussels (Ixelles) This project, in a joint venture with CFE (50/50), has obtained a town planning permit for 4,200 m² of residential space. JUSTE LIPSE II • Brussels A new project is under consideration to construct an urban centre involving the building of offices (9,600 m²), residential units (4,800 m²), 122 car parking spaces and shops, as well as the creation of an esplanade. ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 51 ERPENTVAL (Erpent) - Bureau GIRS 52 REAL ESTATE DEVELOPMENT - LAND DEVELOPMENT LAND DEVELOPMENT KEY EVENTS Land Development, the activity at the origin of Compagnie Immobilière de Belgique, consists of urbanising plots of land with a view to putting serviced plots on the market, primarily for residential use. his activity was transferred to a subsidiary in 1993 and is currently vested in Compagnie T Immobilière de Lotissements, shortened “Lotinvest”. Residential promotion operations complete the Land Development activity. These are generally vested in Les Courses. The company owns or permanently controls around 300 ha of land located in areas that can be built on. Each year, new purchases ensure the activity can be maintained for the future. Land purchased in 2007 amounted to around 19 ha. Furthermore, various acquisitions under conditions precedent, joint venture agreements or options, relating to approximately 21 ha were completed in 2007. The process of adding value to the assets necessitates multiple administrative procedures leading to land development permits or planning permission. Compagnie Immobilière de Lotissements is assisted in these tasks by planners, surveyors, architects and specialists with competence in areas such as the environment, soil analysis, energy performance, impact studies, etc. In 2007, new land development permits and / or planning permission were received at Chastre, Soumagne, Tongeren, Fléron, Ganshoren and Evere. Once permits have been received, Compagnie Immobilière de Lotissements develops and finances the installation of services for public roads, sewers, electricity, public lighting, cable television, gas, water and telephone. In 2007, work on facilities for new land developments was started or continued at Enghien, Fléron, Soumagne, Grâce-Hollogne, Waterloo, Evere, Ganshoren and Stavelot. Sales of land during 2007 accounted for 141 transactions representing a net area of more than 13 ha (Group share) including 3 ha of agricultural land. Finally, in 2007, Lotinvest completed an estate agency operation located at Nieuwpoort and covering an area of 107 ha. Land Development activity is mainly carried out by the company : BELGIUM 100 % Compagnie Immobilière de Lotissements (shortened Lotinvest) ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 53 Main projects in progress at 31 st December 2007 Braine-l’Alleud • Avenue Maréchal Ney Grâce-Hollogne • Rue du Ruy Work on public roads was handed over in June 2007. Planning permission for an apartment building was submitted by a developer. Work on the public roads was handed over in 2007. The first sales – 9 – in this land development that consists of a total of 26 plots were made during the year. Bredene • Parkbos Polleur • Plein Sud Sales of this major project comprising 226 plots for single-family houses and 6 plots for villas-apartments are continuing as expected. 15 sales were made in 2007. 10 sales were made in 2007 in this 33-plot land development. 7 plots remain to be sold. Enghien • Chaussée d’Ath Work on the public roads for this major land development comprising 91 plots was handed over in June 2007. 30 plots were sold during the second quarter. Erpent • Rue d’Erpentval 12 sales were made during the year. The sale of the last plots as well as the apartment building constructed on one of the plots is planned for 2008. Genval • Avenue Albert Soumagne • Rue Jean Jaures Work on the public roads for this land development was handed over in December 2007. This land development consists of 39 plots. The first sales will be made in 2008. Vedrin • Rue Martin Lejeune The final plots in this land development were sold in 2007. Waterloo • Chaussée Bara The final 3 plots in this land development were sold in 2007. 15 plots were sold during the year. The sale of the rest of this land development, a further 11 plots, can reasonably be expected in 2008. Projects in progress or to be commenced in 2008 Bolline • Rue Doneux Limbourg • Al’Trappe Work on servicing this land development has been completed. Work on developing this 74-plot site, for which a land development permit has been obtained, will be completed during the first half of 2008. Chastre • Tienne Galop 54 The land development permit was obtained in December 2007. Once permission has been obtained for the public roads, the work will be put out to tender. Sart-Bernard • Rue Harscamp Evere • Rue du Maquis Stavelot • Basse Levée Land development and planning permission for the public roads has been received. Work has started on the public roads and will be handed over in 2008. Work on the public roads will be handed over in 2008. This development comprises 33 plots. Fléron • Rue de Bouny Work has started on the public roads and will be handed over during the first half of 2008. The land development permit was obtained 2007. Commercialisation of the plots will be commenced in 2008. Ganshoren • 9 Provinces Waterloo • Champ Rodange A new land development and planning permission has been obtained. Work on the public roads is in progress. It will be completed during the first quarter of 2008. The site is at a standstill as a result of a litigation with a road-builder. An expert has been appointed by the Courts. A resumption of work, following a new tender, can reasonably be expected during the second half of 2008. REAL ESTATE DEVELOPMENT - LAND DEVELOPMENT Work on the public roads of this land development will be started in early 2008. Tongeren • Driekruisen Projects under consideration Vilvoorde – Baillonville – Grivegnée – Belgrade – Gembloux – Ciney – Mons – Nivelles – Olne – Soignies – Soumagne – Tinlot – Herstal – Waterloo – Vedrin – Eupen – Walhain – Temploux. In these various communes, impact studies, applications for land development permits or planning permission, town planning and environmental reports (RUE - rapports urbanistiques et environnementaux or RUP - ruimtelijke uitvoeringsplannen) are in progress and / or under instruction. Studies will be commenced in 2008 with a view to valorising assets such as those at Bredene, Wavre, Olne, Hannut, Montzen, Stembert, Soignies and Clavier. Stock of land (in m2) 2002 2003 2004 20051 20061 20071 Stock of Land (in m ) 2 in use in reserve Total Sale of Plots (in m2) Number of transactions 540,398 594,369 685,543 545,887.66 653,136.41 573,012.06 1,993,632 2,118,871 2,012,540 2,557,573.61 2,294,693.14 2,267,505.60 2,534,030 2,713,240 2,698,083 3,103,461.27 2,947,829.55 2,840,517.66 199,184 229,496 189,405 115,596 184,316 132,582 220 250 268 222 232 141 1. Group share. SOUMAGNE LIMBOURG (Al’Trappe) ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 55 BRUSSELSTOWER (Brussels) - Jaspers, Eyers & Partners 56 REAL ESTATE DEVELOPMENT - PROJECT MANAGEMENT PROJECT MANAGEMENT KEY EVENTS Four projects were completed in Brussels. Eleven projects were continued in Brussels and the Grand Duchy of Luxembourg. Five projects were commenced in Brussels, Waterloo, Charleroi and Namur. CROWN AVENUE (Brussels / Ixelles) - Assar, A.2R.C, AVA ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 57 LEX (Brussels) - Jaspers, Eyers & Partners ALBATROSS VILLAGE (Haren / Brussels) - Conix Architects The central objective of Project Management activities in 2007 was to generate profits for the projects developed or co-developed by the Real Estate Development Department. The most important assignments in 2007 were entrusted by Breevast, Dexia and KBC. Other work was carried out for Agoria, CFE, Soficom and Fortis. At the end of 2006 or in early 2007, construction was completed on some very large office projects : Crown Avenue, Ellipse Building and Lex. During the second, third and fourth quarters, most of the work carried out was on study projects. 58 REAL ESTATE DEVELOPMENT - PROJECT MANAGEMENT 2007 was characterised by major asbestos removal activity. Asbestos removal work has started at the sites of the former State Administrative Centre in Brussels, the area surrounding the old Belgacom tower located on boulevard Albert II and the former offices of the Federal Police at rue de Louvain in Brussels. There was a particular focus on integrating new technologies as well as on the energy performance of buildings. These data have been included in studies of new projects. The residential project Albatross Village at Haren was recognised by the Brussels-Capital Region as an exemplary building in terms of sustainable development. LEX (Brussels) - Jaspers, Eyers & Partners ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 59 MISCELLANEA BAUDOUIN (Brussels) - Bureau Ariade REFORME REFORME is a general construction company whose activities include the construction and renovation of buildings, civil engineering, restoration and water purification facilities, operating in both the public and private sectors. 17 sites were handed over during 2007, totalling 17,959 m² of new-build and 41,266 m² of renovated space including : sbestos removal and the interior renovation of Tour a du Midi in Brussels on behalf of the National Pensions Office (joint venture), t he replacement of the metal superstructures and fitting out of the infrastructure – Rail line 40 Liège / Maastricht for Infrabel, t he construction of 8 single-family houses (plots 5 to 12) at Berchem-Sainte-Agathe for the company Les Jardins du Nord, t he soundproofing and fitting out of CPAS de Jumet (part 1 : structural work, completion, fire compliance and site supervision – part 2 : replacement of the frames), 60 REAL ESTATE DEVELOPMENT - MISCELLANEA t he construction of an apartment building and the conversion of the old Malterie at Nivelles into lofts for Capitol Invest, t he extension of the rest home “Les Jardins de Provence” in Anderlecht for the company Château Chenois Gestion, t he extension of an industrial building, the fitting-out of penthouses and the extension of offices at Eupen for the company Ets Chimiques Cloquette, t he partial demolition, reconstruction and reno vation of wing B of Clinique Fond’Roy in Brussels (part 1. structural work, part 2.1. completion and site supervision, part 2.3. interior carpentry and ironwork, part 3. HVAC – joint venture), t he construction of a rest home, at Avenue St Augustin in Forest for Medimmo, t he construction of a housing complex and the conversion of a warehouse into lofts, at rue de Flandres in Brussels for B.M.T.C., t he construction of a new low-level crossing – line 260 Monceau Formation at km 3,610 (Bedding bridge) at Charleroi Ouest for Infrabel and ork to renovate the low-level crossing located at km w 204,748 at Autelbas because of the removal of the highlevel crossing no 161 on line 162 Namur / Sterpenich – Town of Arlon for Infrabel (joint venture). In addition, the main projects still underway at the end of the year are : t he construction of a block of specialised retail units (closed structure) in Brussels for European Building Investment, t he construction of 6 apartments and 19 duplex apartments, at Ilot de la Vierge Noire in Arlon for Société Wallonne de Promotion Immobilière, t he construction of a building comprising an underground car park, retail units and residential accommodation with frontage on three public roads, boulevard Baudouin, rue du Frontispice and rue de l’Arc in Brussels for Groupe Haussmann Belgium, t he conversion and extension of a former military building into a mail distribution centre for the Post Office (covered / non-closed structure) in Belgrade for BN 4, t he conversion and renovation of an office building, the renovation of a residential building, the construction of a new library and the construction of a housing complex in an interior block, at rue Mercelis in Ixelles for Immobiliën Vennootschap van Vlaanderen, t he construction of a high-level crossing on line 161 at Ernage for Infrabel, t he construction of an apartment building at Chaussée de Vleurgat in Ixelles for LGD Waterloo, t he construction of 29 residential units at Dinant for the company A.J.M.J., construction work on the 6th sector of outlet VI – collectors, transport and delivery to the pumping station – purification station n° 16 at Liège-Sclessin for AIDE (joint venture), c onstruction of a tunnel under the road (Noreth corridor) at km 4817 for the Town of Eupen, xtension, conversion and renovation work on Château e Chenois in Waterloo used as a rest home (castle and convent) for the company Château Chenois Gestion, c onstruction of 58 apartments in Brussels for Immosoust and c ivil engineering work at the Robertville dam at Waimes (re-boring of the passage and service stairs, injection and drainage of the foundations, installation of instrumentation) for Electrabel. In terms of outlook, some of the projects that will be commenced in 2008 include : t he demolition and renovation of a complex of buildings for office use in 7500 Tournai for Compagnie Immobilière de Belgique, t he renewal of the lower bridge platforms on line 117 – Braine Le Comte - Luttre to Manage for the company Infrabel and ile-driving work (draining) – outlet VI – 6th section p – purification station at Liege-Sclessin for AIDE (joint venture). CLINIQUE FOND’ROY (Brussels) - Altiplan Architects ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 61 62 REAL ESTATE DEVELOPMENT - MISCELLANEA JARDIN DES SITTELLES (Brussels / Woluwe-Saint-Lambert) - Trio ANNUAL REPORT 2007 - Compagnie Immobilière de Belgique 63 General information Company name Financial calendar Compagnie Immobilière de Belgique or Immobiliën Vennootschap Van België (Euronext Brussels : listed under the name Immobel). Publication of annual accounts 2008 : 20 March 2008 Ordinary General Meeting 2008 : 14 May 2008 Publication of half-year results 2008 : 28 August 2008 Publication of annual accounts 2008 : March 2009 Ordinary General Meeting 2009 : 13 May 2009 Registered office Avenue J. Dubrucq 175 / Box 1 1080 Brussels - Belgium Register of Companies Brussels - VAT BE 0405.966.675 Form of the Company Belgian registered joint stock company, constituted on 9th July 1863, authorised by the Royal Decree of 23rd July 1863. Term Indefinite Crossing statutory thresholds (Art. 12 of the Articles of Association - extracts) Each person or legal entity acquiring company shares, […], and conferring voting rights, has to declare to the company and to the Banking, Finance and Insurance Commission the number of shares it possesses, when the voting rights pertaining to these shares reach a level of three per cent or more of the total of the existing voting rights. The same declaration must be made in the case of the acquisition of additional shares referred to in the first indent, where following this acquisition, the voting rights pertaining to the shares it possesses reach a level of five, ten, fifteen per cent, and thereafter at intervals of five points, of the total of the existing voting rights. It must make the same declaration in the case of the disposal of shares where, following such disposal, its voting rights fall below one of the thresholds referred to in the 1st indent or the 2nd indent. Where a person or a legal entity acquires or disposes of direct or indirect control, in law or in fact, of a company that owns at least three per cent of the total voting rights in the company, it must declare this to the Banking, Finance and Insurance Commission. Financial services - Fortis Banque - KBC Bank - ING Belgium - Banque Degroof Editors in chief Gaëtan Piret – Joëlle Micha Compagnie Immobilière de Belgique Avenue J. Dubrucq 175, Box 1, 1080 Brussels - Belgium Phone : 32(0)2/422.54.84 - Fax : 32(0)2/428.12.23 [email protected] [email protected] Website The website of the Compagnie Immobilière de Belgique can be accessed at the following address : www.immobel.be Translation Christine Leroy telelingua International Printed by Massoz Design & production www.chriscom.be Main photographs © Georges De Kinder (Projects) © Laurent van Steensel (Portraits) Cover photo Ellipse Building (Brussels) Developer : Fortis Real Estate and Compagnie Immobilière Belgique 50/50 Architects : Art & Build – Montois Partners Photograph : Marc Detiff Other photographs and virtual images © Airprint – M. & J-M. Jaspers - J. Eyers & Partners – Conix Architects – I. Verzar – Serge Brison – V.D.H. Ch. Sateur – JNC International sa – L. Bonnet – Simon Schmidt Compagnie Immobilière de Belgique tries to respect the legal prescriptions related to the copyrights. However it kindly invites every person whose rights might be infringed to contact the Company. Investor relations Philippe Opsomer Phone : 32(0)2/422.54.43 Fax : 32(0)2/428.12.23 E-mail : [email protected] Ce rapport est disponible en français, en néerlandais et en anglais. Dit verslag is beschikbaar in het Nederlands, in het Frans en in het Engels. This report is available in English, in Dutch and in French. Compagnie immobilière de belgique LIMITED COMPANY Avenue J. Dubrucq, 175, BOX 1 - 1080 BruSSELS - BELGIUM