annual report 2001 - bib.kuleuven.be · (1) current rules oblige us to communicate both the sale...

annual report 2001

(1) Current rules oblige us to communicate both thesale value and the acquisition value of the portfolio;the latter is termed the “deed in hands” value andis the assessed value on the date of acquisition. Itincludes variable transaction costs that can total asmuch as 13%. These are the costs that an investorwould have had to pay if he had made a direct realestate investment. Consequently, in the event of thesale of a portfolio at the assessed value, the netsale value for the Sicafi would be betweenEUR 557,387,000 and EUR 628,853,000.

(2) The return is equal to the sum of the gross dividendfor the financial year plus the increase in theportfolio value over the financial year, divided by theportfolio value at the beginning of the financial year.

TOTAL SURFACE AREAOF PORTFOLIO: :

VALUEOF PORTFOLIO(1) :

OCCUPANCYRATE :

EQUITY :

BOOK VALUE(PER SHARE) :

339 935 m2

EUR 628 853 000

96.04%

EUR 477 856 000

EUR 60.43

KEY FIGURES 2001(as of 30 September 2001)

>RETURN (2) PER SHARE (EUR/share)

INCREASE IN VALUE

GROSS DIVIDEND

0.00

2.00

1.00

3.00

4.00

5.00

6.00

7.00

8.00

30/091997

30/091996

30/091998

30/091999

30/092001

30/092000

K E YF I G U R E S

On ...... November 2001 the Banking and FinanceCommission (CBF) authorised this annual reportto be used as a reference document for any publicissue launched by the company, such authorisationbeing valid up to the publication of the next annualreport, in accordance with article II of Royal Decreeno. 185 of 9 July 1935, by means of the separateinformation procedure.

Under this procedure, this annual report must beaccompanied by a memorandum concerning theoperation in question in order to form a prospectusas defined in article 29 of Royal Decree no. 185 of9 July 1935.

This prospectus must be submitted for the appro-val of the Banking and Finance Commission inaccordance with article 29b, §1, indent 1 of RoyalDecree no. 185 of 9 July 1935.

Ce rapport annuel estégalement disponibleen français.

Dit jaarverslag is ookverkrijgbaar in hetNederlands.

- 1

F I S C A L Y E A R

2 0 0 1 Report presented to the OrdinaryGeneral Meeting of Shareholdersof 11 December 2001

C O N T E N T S

f i s c a l y e a r 2 0 0 1

Letter to shareholders 4

Management report 6Key events 6

The real estate market 8The portfolio 10

The real estate expert's conclusions 14

Financial results 16Appropriation of results 19

Events subsequent to the closingof the annual accounts 21

Business outlook, dividend policy 26Befimmo shares 28About Befimmo 29

Corporate governance 31The legislative framework 38

Financial report 39Consolidated accounts 40

Balance sheet 40Income statement 42

Summary of the consolidation rules 44Notes to the accounts 45

Report of the statutory auditor 47Non-consolidated accounts 48

Balance sheet 48Income statement 50

Summary of the valuation rules 52Notes to the accounts 54

Details about the accounts 59Cash flow statement 60

Debts and guarantees 61Report of the statutory auditor 62

Obligatory information 63

General information 65Identification 66

Registered capital 67The founder of Befimmo SCA 68

«Société en commandite par actions» 68Name and qualifications of the experts 68

- 3

creating value in real estateB E F I M M O 2 0 0 1

Befimmo is pursuing

its goal of creating

value.

It manages its real

estate portfolio

actively with the aim

of anticipating the

market and meeting

clients’ expectations.

4 -

2001 was another good year for Befimmo.

Profits jumped more than 25% to EUR 49.2 million, with year-end NAV reaching a recordEUR 60.43 per share.

In a market that is known more for its stability than explosive yield growth or sharp falls,this means a 13% return for our shareholders.

This was made possible by combining the talents of our Board of Directors and our oper-ative staff, and putting their expertise, experience and judgment to work to actively scoutfor opportunities in the marketplace.

We know we can only provide our shareholders with better returns if we constantly focuson helping our clients use real estate as a competitive advantage.

This will help us make further progress towards our goal of attracting the most talentedprofessionals in order to provide our customers with innovative solutions to their realestate needs.

We also know that the real estate market is changing every day and that property valuesreflect the changes in the way we choose to live and work.

This is constantly challenging our investments: after focusing on the suburbs in the latenineties, we have since sought to rebalance our portfolio with real estate in CentralBusiness Districts with good public transport links.

This is why we are happy to have reached a transfer agreement with the majority share-holders of Cibix. The Cibix portfolio not only enables us to realize the desired shift in ourinvestments, but it also becomes apparent that we have the same vision of our industryand of operating requirements.

LETTER TO SHAREHOLDERS

- 5

Jean-François van HeckeChairman

Benoît De BlieckManaging Director

Indeed, we believe that after this planned merger with Cibix we will stay the best posi-tionned in today’s market to continue to deliver superior returns to our shareholders.

We still have room to invest, but, as in the past, we will professionally screen all invest-ment opportunities, selecting only those that create the most value over time.

We would also like to thank you, our shareholders, for the support and interest you showevery day and the backing we receive from you as we pursue our strategy.

Brussels, 11 December 2001

Your Statutory Managing Agent,Befimmo SA

l e t t e r t o s h a r e h o l d e r s

6 -

Business development

INVESTMENTS AND DISPOSALS

Befimmo has continued to invest, bringing into its portfolio:

• the “Media” building (18,651 m2 of office space) in Vilvoorde.This building is on a long-term lease to KPN, a multinational company which is using it for itsBelgian headquarters and to house its communication network hub.

• the Van Maerlant building (17,700 m2 of office space and conference rooms).Initially, this building was under lease to the European Commission until 2007. However,Befimmo was keen to resolve any uncertainty as to the potential renewal of the lease after expi-ration, while the European Commission wished to ensure that it could continue to occupy thisstrategically key building, located in the heart of the European quarter, for many years to come.Consequently, a new long-term lease running for 27 1/2 years with a subsequent purchaseoption (EUR 1) was negotiated at the end of June. Finally, in late August, Befimmo logicallytransferred the receivable for the rent arising from this lease to a financial institution, realizinga large capital gain on the transaction.

These two buildings joined the Befimmo portfolio respectively at the time of the merger of12 December 2000 with SA Wetinvest, a subsidiary of SA Bernheim-Comofi, and the merger of22 March 2001 with SA Bastionen Léopold, a real estate company jointly owned (50/50) with FortisBanque. This resulted in the creation of 358,378 new shares, making for a 4.75% increase in equity.

Befimmo also jointly owns (50%) with Fortis Banque the real estate companies Triomphe SA andBastionen Parc Léopold SA, the respective owners of the Triomphe building (7,173 m2 of officespace) in Auderghem, and the Wiertz building (10,816 m2 of office space) in Ixelles, next to thenew European Parliament. The former is rented out to two leading multinational companies,while the latter is leased to a number of institutions or representations for which a location nextto the European Parliament is essential.

The merger of these two companies will be proposed to the shareholders at Extraordinary GeneralMeetings on 27 November 2001, or, if no quorum is reached, on 11 December 2001. This willresult in a further equity increase through the creation of 78,812 new shares.

Befimmo has thus pursued its growth strategy while increasing its equity, opening up a numberof new possibilities.

The commercialization of phase 3 of the Ikaros Business Park (6 buildings, 9,670 m2 ) is com-plete. Phase 4 is now under way. Of the eight buildings acquired for completion in May 2000, twoare now finished and two others still under construction. Note: Befimmo only pays the developerfor the building work once the corresponding office area has been leased.

K E Y E V E N T S

M A N A G E M E N T R E P O R T

- 7

RENTALS

The occupancy rate for the whole portfolio as of 30 September 2001 was 96.04%.

During this fiscal year, Befimmo signed rental agreements for a total surface area of 16,300 m2 of officespace and 12,800 m2 of warehouse space, making for a total in excess of 29,000 m2.

More than 60% of the transactions carried out were lease renewals negotiated directly betweenBefimmo and its customers.

Befimmo welcomed a number of new customers into its portfolio, such as National Instruments,CBSI, Aucon, Vutech, NEC Industrial Solutions, De La Rue, Semco, Union Technologies, Neopost,Adexa, SBT, Raymond Ghysels, Straumann, City Flyers Express, Chrysler Jeep Automotive, ACS,Applied films, EIA and Papyrus.

On 30 June 2001, EDS moved out of Fountain Plaza building 504, thereby vacating 3,700 m2 of officespace. Befimmo then renovated this building substantially in order to cater for a single occupant orseveral occupants on different floors. It was made available for rent again on 1 October 2001.

The short-term lease concluded with SA SOPIMA for the Rond-Point Schuman building expired on 30September 2001. Planning permission for the complete renovation of this building was expected byend-2001 or early 2002. The heavy renovation work – costing EUR 7,885,000 (including fees and VAT)– should begin immediately thereafter.

Improvements to portfolio buildings

The main investments made during this fiscal year for a total of EUR 720,000 are:

Fountain Plaza : Complete renovation of the building vacated by EDS and installation of air con-ditioning on each floor (total investment: EUR 600,000),

Mons, rue du Joncquois : Continuation of the renovation work on the offices and the entrance hall(total investment: EUR 1,000,000),

Kontich 1 : Re-waterproofing of the roof (total investment: EUR 375,000).

k e y e v e n t s

8 -

Analysis

The Brussels office real estate market appears stable, despite a rather gloomier economic outlook. Thismarket is currently benefiting from two positive factors, one economic and one structural:

The rental vacancy rate (less than 6% on average) has been falling markedly and steadily inBrussels for two years now; in fact, it stands currently at a historically low level.

The Brussels market is less cyclical than that of other European cities. About half of the market isdriven by the needs of the European, Belgian and international institutions.

Thus, there appears little risk of any great surge in available office space. Of course, this view needs tobe tempered when analyzing sub-markets.

The vacancy rate in decentralized districts and the suburbs is around twice the average (10-12%)whereas in the center and north of the city and in the Léopold district the figure is 25% below the aver-age (3.5-4.5%).

Brussels is therefore developing into a two-speed rental market:

in the center and north and in the Léopold district, where there are good public transport links, thegrowth in real estate value should be sustained both by higher rents and the fact that competinginvestors are not demanding such high returns.

The European institutions, administrations and large national and international companies willcontinue to drive demand, while the supply of new office buildings will remain limited despite theadvent of the new regional land use plan (PRAS).

in decentralized and suburban areas, and especially in the Zaventem-Diegem zone where mobili-ty problems are increasingly acute, the opposite is generally true: real estate value should virtuallystagnate and could even fall.

While demand that in recent years has been driven by new-economy companies has dried up, newreal estate projects continue unabated (more than 250,000 m2).

T H E R E A L E S T A T E M A R K E T

- 9

Befimmo’s position

Befimmo’s strategy correctly anticipated market trends by adjusting the geographical spread of itsportfolio. Last year, a recentering process focusing more on the town center began and resulted thisyear in a portfolio proportionnally light on the problematic and highly vacant decentralized and sub-urban zones.

After the Cibix-Befimmo merger scheduled for 11 December 2001, three quarters of all assets will liewithin the 19 administrative districts of Brussels. Of these, 80% are located in the Léopold, North andCentral districts, close to the main transport hubs (the large Brussels train stations) precisely wherewe expect to see increased growth in rents and real estate values.

The buildings located in Zaventem (the Ikaros Business Park, Planet and Green Hill) are positioned ina specific market niche targeting small and medium companies and subsidiaries of multinationals seek-ing flexibility, ease of access and an identity of their own. These properties remain a success.

The geographic spread of the Befimmo portfolio positions it well to take maximum advantage of thereal estate boom expected in certain parts of Brussels.

t h e r e a l e s t a t e m a r k e t

10 -

94%1%5%

30%2%3%38%

15%

12%

20%

7%

37%

36%

32%

17%

51%45%55%

Investment strategy

Befimmo is looking to acquire three types of property:

office buildings located in Brussels or in the suburbs,

semi-industrial buildings in the Brussels-Antwerp corridor,

shopping centers in Belgium.

Befimmo’s investment strategy is based on ensuring first and foremost that the projected investmenthas the potential to create long-term value. Extensive research and analysis work is done to under-stand and anticipate trends on the real estate market.

The immediate income generated by the planned investment is assessed according to its duration; ide-ally this should be short-term if the capital gain potential is short-term, and long-term for potentiallylong-term capital gains.

Befimmo acquires quality properties that meet all its criteria in terms of situation, visibility, accessibil-ity, size, flexibility and facilities. An in-depth due diligence procedure is followed for each acquisition.

T H E P O R T F O L I O

(1) Percentages are expressed interms of the assessed “deedin hands” value asof 30 September 2001.Real estate certificates arenot covered by these charts.

(2) Percentages are expressedin terms of current leases asof 30 September 2001.

PROFILE (as of 30 September 2001)

TYPE OF ASSETS (1)

OFFICES

COMMERCIAL

SEMI-INDUSTRIAL

GEOGRAPHICAL BREAKDOWN (1)

BRUSSELS“ESPACE NORD”BRUSSELSLÉOPOLD DISTRICT

BRUSSELSDECENTRALIZED

BRUSSELSSUBURBSANTWERP

OTHER

AGE OF BUILDINGS (1)

0-5 YEARS

6-10 YEARS

11-15 YEARS

MORE THAN15 YEARS

OCCUPANTS (2) DURATION OF LEASES (2)

> 9 YEARS < = 9 YEARSINSTITUTIONS

MULTINATIONALCORPORATIONS

OTHERCOMPANIES

- 11

137 82333 083

102 012 15 122

288 040

49 599

2 296

339 935

289 70884 318

171 660 15 262

560 948

25 126

5 578

591 652

255 52470 037

125 691 18 297

469 549

27 201

1 664

498 414

307 95986 541

177 601 15 477

587 578

28 077

5 553

621 208

22 5955 694

12 564 2 054

42 907

2 596

405

45 908

10

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

20

0

%

30

40

50

60

70

80

90

100

(1) The insured value is the rebuilding value (excluding land).The insured value of the Joseph II building insured by the European Union is estimated at its assessed value.

(2) The Managing Agent believes that it is not in the shareholders’ interests to publish the acquisition values and assessed values for eachindividual building. The acquisition value is understood to be the assessed value on the day of the acquisition or of the contribution or,in the case of a merger, the day on which the exchange ratio was calculated.

(3) The assessed value is established on the basis of the “deed in hands” value which includes the variable transaction costs (of at least13%) that an investor would have had to pay to invest directly in real estate.

SUMMARY TABLE OF ASSETS OWNED, BY TYPE(as of 30 September 2001 - in thousands of EUR)

OFFICES

CENTER

DECENTRALIZED

SUBURBS

OTHER

TOTAL OFFICES

SEMI-INDUSTRIAL

COMMERCIAL

TOTAL

SURFACEAREA (m2)

INVESTMENTVALUE

INSUREDVALUE (1)

ASSESSEDVALUE(2)(3)

ANNUALRENT

(1) The occupancy rate is calculated as being the ratio between the current rent and the same rent plus the estimated rental valueof the unoccupied surface area.

(2) The yield of the real estate portfolio is calculated as the ratio between current rents plus the rental value of the unleased surface areaand the assessed value.

(3) The percentages relative to the breakdown of the portfolio are shown on the basis of the assessed value “deed in hands” as of30 September 2001. As of fiscal year 1999 they concern only directly owned real estate assets.

CHANGE IN YIELD (as of 30 September, in thousands of EUR)

TOTAL SURFACE AREA (m2)

BOOK VALUE

REAL ESTATE PORTFOLIO

REAL ESTATE CERTIFICATES

TOTAL ASSETS

OCCUPANCY RATE (1)

YIELD (2)

ON REAL ESTATE PORTFOLIO

BREAKDOWN (3)

m2 OFFICE SPACE

m2 SEMI-INDUSTRIAL

m2 RETAIL

% OFFICE SPACE

% SEMI-INDUSTRIAL

% RETAIL

PERCENTAGE OF GUARANTEED CURRENT INCOMEACCORDING TO THE REMAINING LEASE TERM

t h e p o r t f o l i o

% according to the first lease expiration

% according to the final termination of leases

1999 2000 20011997 1998

145 118

261 8656 134

267 999

98%

7.93%

95 51949 599

-88%10%

2%

173 362

282 5237 482

290 005

94%

7.65%

123 76349 599

-88%

9%3%

299 094

556 2617 600

563 861

98%

8.06%

247 19949 599

2 29694%

5%1%

303 068

543 0366 813

549 849

98%

7.65%

251 17349 599

2 29694%

5%1%

339 935

621 2087 646

628 854

96%

7.64%

288 04049 599

2 29694%

5%1%

12 -

SUMMARY OF REAL ESTATE ASSETS

OFFICES

BRUSSELS LÉOPOLD DISTRICT

RUE JOSEPH II, 27

VAN MAERLANT (3)

WIERTZ

ROND-POINT SCHUMAN, 11

BRUSSELS “ESPACE NORD”

WORLD TRADE CENTER

NOORD BUILDING

BRUSSELS DECENTRALIZED

LA PLAINE

TRIOMPHE III

CHAUSSÉE DE LA HULPE

GOEMAERE

RUE EUDORE DEVROYE, 245

BRUSSELS SUBURBS

WOLUWE GARDEN B

WOLUWE GARDEN D

IKAROS BUSINESS PARK (4)

FOUNTAIN PLAZA

MEDIA

PLANET 2

MONS

RUE DU JONCQUOIS, 118

DIGUE DES PEUPLIERS, 71

TOTAL OFFICES

RENTSCALLED

DURING THEFISCAL YEAR(in thousands

of EUR)

PERCEN-TAGE OF

PORT-FOLIO (1)

(%)

CURRENTRENT AS OF

30/09/01(in thousands

of EUR)

RENTALSPACE

(m2)

INITIALDURATIONOF LEASES

(years)

OCCUPANCYRATE (2) AS

OF 30/09/01(%)

YEAR BUILT/YEAR

RENOVATED

INVESTMENT BUILDINGS

12 831

10 816 5 124

28 771

66 32642 726

109 052

15 933 7 173 1 462 6 939 1 576

33 083

7 756 7 673

40 965 16 690 18 651 10 277

102 012

7 851 7 271

15 122

288 040

1994

19961964

1975/19981989

199519931970

1988/19981996

19971994

1990 to 2001199119991988

19741976

27

3/6/91.5

2427

12/183/6/93/6/93/6/94/6/9

3/6/93/6/93/6/93/6/9

93/6/9

189

3 2592 847

880636

7 622

10 3416 851

17 192

3 841503

59940289

5 632

1 5771 5073 0272 3742 9591 097

12 541

1 0231 027

2 050

45 037

7.1%0.0%2.6%1.8%

11.6%

22.6%15.0%

37.7%

8.5%1.5%0.2%1.7%0.6%

12.4%

3.5%3.3%7.5%4.1%6.5%2.5%

27.4%

2.2%2.2%

4.5%

93.5%

3 263

1 197 847

5 308

10 388 6 899

17 287

3 884 670

70 780 290

5 694

1 584 1 517 3 433 1 899 2 998 1 133

12 564

1 025 1 029

2 054

42 907

100.0%

100.0%100.0%

100.0%

99.7%100.0%

99.8%

100.0%98.4%29.0%58.9%

100.0%

88.7%

100.0%100.0%

97.6%67.9%

100.0%95.3%

92.4%

100.0%100.0%

100.0%

96.0%

- 13

(1) The percentage of the portfolio is calculated on the basis of current rents as of 30 September 2001.(2) The occupancy rate is calculated as being the ratio between current rents as of 30 September 2001 and this same figure plus the

estimated rental value of the unleased surface area on the same date.(3) Van Maerlant building: rents receivable under the long-term lease of 27 1/2 years with the option to purchase for EUR 1 concluded with

the European Commission, were transferred on 31 July 2001 to a financial institution for a lump sum.(4) Ikaros Business Park: the rental space includes the rental space in phase IV buildings purchased for future completion.

RENTSCALLED

DURING THEFISCAL YEAR(in thousands

of EUR)

PERCEN-TAGE OF

PORT-FOLIO (1)

(%)

CURRENTRENT AS OF


of EUR)

RENTALSPACE

(m2)


(years)

OCCUPANCYRATE (2) AS

OF 30/09/01(%)

YEAR BUILT/YEAR

RENOVATED

t h e p o r t f o l i o


SEMI-INDUSTRIAL

BRUSSELS-ANDERLECHT

BOULEVARD INDUSTRIEL

RUE BOLLINCKX

BRUSSELS SUBURBS

GREEN HILL

ANTWERP

KONTICH 1

KONTICH 2

TOTAL SEMI-INDUSTRIAL

COMMERCIAL

CHARLEROI,

RUE DE LA MONTAGNE

TOTAL COMMERCIAL

OTHER

INCOME

FROM TELEPHONE

OPERATORS

TOTAL OTHER

CERTIFICATES

TOTAL OF PORTFOLIO

7 7908 098

15 888

7 187

7 187

18 4528 072

26 524

49 599

2 296

2 296

339 935

19761980

1986

19831990

1995

1/2/33/6/9

3/6/9

3/6/93/6/9

COMMERCIAL

336524

860

484

484

729413

1 141

2 486

459

459

20

20

495

48 497

0.7%1.1%

1.9%

1.2%

1.2%

1.7%0.9%

2.6%

5.7%

0.9%

0.9%

100.0%

336 524

860

543

543

778 416

1 194

2 596

405

405

45 908

98.6%100.0%

99.4%

98.6%

98.6%

99.5%97.4%

98.7%

98.9%

100.0%

100.0%

96.2%

14 -

Conclusions established by the surveyors Winssinger & Associés on 2 October 2001, following theglobal valuation carried out on 30 September 2001, as set out in Article 56 (1) of the Royal Decree of10 April 1995 on Sicafis.

BEFIMMO S.C.A.Chée de la Hulpe, 166

1170 BRUSSELS

Dear Sir,

Re : valuation as of 30 September 2001

In accordance with your instructions, we have pleasure in advising you as to our opinion of the invest-ment value of BEFIMMO SCA’s property portfolio as of 30 September 2001.

The investment value includes acquisition costs of the various properties owned by BEFIMMO as ofthe date of valuation.

Our opinion of value is based on information provided by BEFIMMO which is assumed to be correct.

Our method consisted of using the present value method for future rental income, and we have takenaccount of those points of comparison available at the time of valuation.

Our valuation includes all relevant market information influencing property values available at the timeof valuation.

We noted the following points in analyzing the portfolio:

1) The portfolio (except projects, refurbishments and real estate claim) comprises approximately94.41% of offices; 63.92% are located in Brussels (19 municipalities) and approximately 55.66% arelet on a long term basis to the European Commission, Citibank, the Flemish Government and thePost Office.

2) The occupancy rate of the entire portfolio is 96.04%.

3) Current average rents are approximately 9.72% above the average estimated rental value, principal-ly due to the rents paid for the buildings in the North district of Brussels which are let on long leasecontracts until at least 2015.

Having carefully considered the matter, we are of the opinion that the investment value including acqui-sition costs as of 30 September 2001 was: EUR 621,207,500 (SIX HUNDRED TWENTY-ONE MILLIONTWO HUNDRED SEVEN THOUSAND AND FIVE HUNDRED EURO). This amount includes the val-uation of the buildings performed by Healey & Baker and CB Richard Ellis.

On this basis, the initial yield of the portfolio is 7.34%. Should the vacant accommodation be fully letat estimated rental value, the initial yield would be 7.64%.

Brussels, 2 October 2001

WINSSINGER & ASSOCIATES

T H E R E A L E S T A T E E X P E R T ’ S

C O N C L U S I O N S

Benoît FORGEURDirector

Philippe WINSSINGERManaging Director

16 -

(as of 30 September – in thousands of EUR)

BALANCE SHEET

ASSETS

ESTABLISHMENT COSTS

VALUE OF THE REAL ESTATE PORTFOLIO

VALUE OF THE REAL ESTATE CERTIFICATES

OTHER ASSETS

TOTAL ASSETS

LIABILITIES AND SHAREHOLDERS’ EQUITY

EQUITY

AMOUNTS PAYABLE AFTER MORE THAN ONE YEAR

AMOUNTS PAYABLE WITHIN ONE YEAR

FINANCIAL DEBTS

TRADE DEBTS

OTHER DEBTS AND ADJUSTMENT ACCOUNTS

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

KEY FIGURES

DEBT RATIO

RETURN ON EQUITY (2)

SHARE PRICE (EUR)

BOOK VALUE PER SHARE (AFTER APPROPRIATION) (EUR)

INCOME STATEMENT

TURNOVER

INCOME FROM REAL ESTATE CERTIFICATES

NET EXTRAORDINARY ITEMS AND OTHER INCOME

TOTAL OF REAL ESTATE INCOME

NET REAL ESTATE COSTS

NET OPERATING COSTS

AMORTIZATION

FINANCIAL INCOME

TAX

AFTER-TAX RESULT

KEY FIGURES

RETURN PER SHARE (EUR)

EARNINGS PER SHARE (EUR)

GROSS DIVIDEND PER SHARE (EUR)

NET DIVIDEND PER SHARE (EUR)

PAYOUT (4)

(1) For the first time in 2001, Befimmo, as a 50/50 shareholder in two real estate companies owned jointly with Fortis Banque, drew upconsolidated accounts on the basis of the proportional share of ownership. Because Befimmo has never had any subsidiaries, thecomparison with past fiscal years is still valid.

(2) The return is the gross dividend for the fiscal year plus the increase in the book value during the fiscal year divided by the book value atthe beginning of the year.

(3) Revaluation gain transfer of EUR 4.838 million included.(4) The payout is equal to the gross dividend divided by the before-tax result. In accordance with Article 62 of the Royal Decree on Sicafis,

the capital gain made on the sale of the Van Maerlant rental debt is not included in the Sicafi’s net results.

F I N A N C I A L R E S U L T S

3 360543 036

6 81319 409

572 617

431 77761 39479 44718 442

6 54554 461

572 617

24.60%11.7%58.0057.20

41 146448

4 96446 558

1 2193 595

8293 552

-18

37 381

6.424.95

4.00

3.40

80.8%

4 175556 261

7 60028 199

596 236

413 48769 670

113 08066 412

2 90443 763

596 236

30.65%10.60%

64.0054.77

45 784400

2 10548 289

4 3283 586

8243 662

838

35 051

5.634.64

3.85

3.27

82.9%

2 573621 208

7 64668 633

700 060

477 85652 978

169 226108 762

4 21056 255

700 060

29.07%12.9%63.0060.43

48 002495

18 843(3)

67 340

1 5493 941

8366 952

-

54 062(3)

7.356.84

4.12

3.50

60%

2000 2001(1)1999

- 17

41 146

448

1 219

4 414

35 961

3 534

32 427

4 533

422

11 104

16 059

0

48 486

-11 104

37 381

-

37 381

45 784(1)

400

3 931

4 410

37 843

4 500

33 343

1 764

-56

122 758

122 812

0

157 810

-122 758

35 051

-

35 051

48 002

495

1 549

4 777

42 171

6 952

35 219

20 152

3

24 443

44 598

-1 312

78 505

-29 281

49 224

4 838

54 062

(as of 30 September – in thousands of EUR)

2000 20011999

(1) Following the mergers of 23 December 1998, turnover for 1999 includes the re-invoicing of rental costs of EUR 3.47 million.For comparison purposes, this amount should be deducted from the turnover and net real estate costs.

The following table has been drawn up to provide a comparison of Befimmo’s results with those of“Sicafis” that publish their accounts pursuant to a derogation to the system established by the RoyalDecree of April 1995.

The total real estate portfolio value as of 30 September 2001 stood at EUR 621,208,000 (for around340,000 m2 of rental space).

The portfolio value rose by 1.4% on an equivalent basis, i.e. excluding, for comparison purposes, theinvestments and asset disposals made during the fiscal year.

Equity before appropriation totalled EUR 510,435,000 compared with EUR 431,777,000 at the start ofthe year. The difference results from the increase in equity arising from the mergers with Wetinvest SAand Bastionen Léopold SA (358,378 new shares), and the yearly return of EUR 58,135,000 (EUR 7.35 pershare), or 12.9%.

On the basis of the accounts drawn up on 30 September 2001 and taking into account the globalassessment of real estate assets at that time, the net asset value per share after appropriation isEUR 60.43.

Net real estate costs, totalling EUR 1,549,000, correspond to those real estate costs that cannot becharged to the building occupants.

f i n a n c i a l r e s u l t s

RESULT BEFORE EXTRAORDINARY ITEMS

TURNOVER

+ INCOME FROM REAL ESTATE CERTIFICATES

- NET REAL ESTATE COSTS

- OPERATING COSTS

= OPERATING PROFIT

- NET FINANCIAL RESULT AND TAXES

= EARNINGS BEFORE EXTRAORDINARY ITEMS

PORTFOLIO RESULT

+ CAPITAL GAINS REALIZED ON PORTFOLIO DISPOSALS

+ WRITE-BACKS OF DEPRECIATION AND PROVISIONS

+ CHANGE IN MARKET VALUE

PORTFOLIO RESULT

EXTRAORDINARY RESULT

RESULT FOR THE PERIOD

REVALUATION GAIN TRANSFER

ECONOMIC CASH RESULT FOR THE PERIOD

+ WRITE-BACK OF REVALUATION GAIN

ACCOUNTING RESULT

18 -

These are mainly: recurring charges (withholding tax on real estate income, regional taxes, insurancecharges and agency fees totaling EUR 660,000); repair work and maintenance totaling EUR 599,000;and non-recurring charges (leasing costs and legal costs) totaling EUR 291,000.

Recurring operating costs, totaling EUR 4,777,000, include: Befimmo staff costs, own occupancy ofoffice space and the fees owed to third parties (including the Bernheim group) for specific missions(EUR 1,882,000); the cost of complying with legal formalities (depository bank, coupon payments, taxon mutual funds, meetings and annual report, and quarterly expert surveys) (EUR 956,000); remu-neration of the Managing Agent Befimmo S.A. (EUR 1,103,000) and finally the amortization of intan-gibles (EUR 836,000).

The extraordinary result (EUR -1,312,000) relates to an extraordinary charge for a study into a signifi-cant but as-yet not completed growth operation.

The net consolidated result for the year totals EUR 54,062,000 , or EUR 6.84 per share. Taking intoaccount the revaluation gain of EUR 4,838,000 or EUR 0.61 per share, this amounts, in economic terms,to EUR 6.23 per share – an increase of more than 25% on the EUR 4.95 of the last fiscal year. As indi-cated above, this can be explained by the increase in the current result and the capital gain realized.

The consolidated profit for this fiscal year totals EUR 54,061,586.00; the non-consolidated profit totalsEUR 53,752,281.96. In view of the profit carried forward from the previous year, the profit to be appro-priated amounts to EUR 92,299,984.83.

In accordance with Article 60 of the Royal Decree of 10 April 1995 on real estate Sicafs, no deprecia-tion was booked on the buildings.

In accordance with Article 119 (4) of the law of 4 December 1990 on closed-end mutual funds, notransfer was made to the legal reserves.

No event occurred during the fiscal year to justify setting up provisions as defined in Article 13 of thelaw of 17 July 1975 on company accounting and annual accounts.

However, in accordance with the distribution policy followed to date, the Managing Agent proposes tothe Ordinary General Meeting of Shareholders that EUR 21,173,711.56 be transferred from the profitsto reserves.

This further reinforces the capacity to finance any expenses relating to the risks inherent in the com-pany’s activities, while future dividend payments are also protected.

Dividend growth this year will be less than twice inflation. To avoid penalizing the shareholders of CibixSCA who made their shares available for the share exchange offer or contributed them to the mergerof 11 December, we will propose to the General Meeting that a dividend should be paid out in line withthe forecasts published in the annual report for 2000.

We propose appropriating the amounts as follows:

PROFIT CARRIED FORWARD EUR 59,721,414.43

PROFIT FOR DISTRIBUTION EUR 32,578,570.40

If you approve this appropriation, the net dividend after deduction of the withholding tax on incomederived from securities will amount to EUR 3.50 (EUR 4.12 gross) for each of the 7,907,420 shares.This will be payable as of 19 December 2001 on presentation of coupon no. 7, detached from theshares, at the following banks:

BANQUE ARTESIA

BANQUE BRUXELLES LAMBERT

FORTIS BANQUE

The proposed dividend is higher than the minimum of 80% of net profit required by Article 62 of theRoyal Decree of 10 April 1995 (the capital gain realized on the Van Maerlant rental debt is totally exclud-ed, in accordance with this article). The distribution percentage is 60%.

A P P R O P R I A T I O N O F R E S U L T S

- 19a p p r o p r i a t i o n o f r e s u l t s

- 21

E V E N T S S U B S E Q U E N T T O T H E C L O S I N G

O F T H E A N N U A L A C C O U N T S

Befimmo has continued its development since the close of the fiscal year.

Cibix s.c.a.

On 4 September 2001, Befimmo and the majority shareholders of the Sicafi Cibix SCA (Cibix) signeda transfer agreement for 64.27% of Cibix shares: for every 10 Cibix shares (ex-coupon for FY 2001), theseshareholders received three Befimmo shares (ex-coupon for FY 2001) along with a cash payment ofEUR 211.21.

Once all of the conditions precedent had been met, on 11 October 2001 Befimmo increased its authorizedcapital with a maximum number of 1,656,673 new shares (including the 1,064,688 new Befimmo sharesalready assigned to the majority shareholders of Cibix) by contributing a maximum of 5,522,243 Cibix shares(also including the 3,548,960 Cibix shares that were held by the majority shareholders).

Befimmo also acquired 100% of the capital of SA Cibix, the Managing Agent of the Sicafi Cibix SCA.

In accordance with the legal provisions, Befimmo then launched a share exchange offer open to allCibix shareholders, giving them the opportunity to benefit from the same conditions as were offeredto the majority shareholders. This operation was fully described in a Prospectus approved by theBanking and Finance Commission on 25 October 2001.

At the end of this share exchange offer, Befimmo held 94% of Cibix shares, conditional on the resultof the reopening of the offer that concluded on 5 December 2001.

On condition that the approval of the Extraordinary General Meeting of Shareholders is secured,Befimmo and Cibix were set to merge on 11 December. This merger will be done by issuing two newBefimmo shares (ex-coupon for FY 2000/2001) for every three Cibix shares (ex-coupon for FY2000/2001).

Befimmo’s aim is to combine the Cibix building portfolio with its own. Strategically, this operation iscertainly in Befimmo’s interests:

The Cibix portfolio complements the Befimmo portfolio to a large degree, consolidating its pres-ence in the business districts of the city that are well served by public transport.

Cibix assets are of the highest quality, comparable to those of Befimmo. They offer value creationpotential.

The timing of this move is also excellent because Befimmo can thus quickly optimize its growthcapacity resulting from the authorized increase in its debt ratio to 50% by virtue of the RoyalDecree of 10 June 2001. Befimmo’s equity will also be increased by just over EUR 100 million, andits investment capacity of EUR 150 million remains significant.

The result and the net book value will be increased, thereby consolidating the chances of achiev-ing an annual return in excess of 11%, and a dividend that grows at twice the rate of inflation. Thereturn for all shareholders should thus be improved.

A broader portfolio also further diversifies risk.

Increasing the number of shares in a company whose portfolio exceeds EUR 1 billion in assets willalso help to improve share liquidity.

This operation is one more stage in Befimmo’s development towards a dominant local market oper-ator and key European player.

e v e n t s s u b s e q u e n t t o t h e c l o s i n g o f t h e a n n u a l a c c o u n t s

22 -

282 22861 189

117 40815 122

475 947

49 599

2 296

527 842

581 244157 509206 018

15 262

960 032

25 126

5 578

990 736

562 671132 261164 879

18 297

878 108

27 201

1 664

906 974

619 041163 239212 133

15 477

1 009 889

28 077

5 553

1 043 519

44 38111 16915 104

2 054

72 709

2 596

405

75 710

(1) The insured value is the rebuilding value (excluding land).The insured value of the Joseph II building, insured by the European Union, is estimated at its assessed value.

(2) The Managing Agent believes that it is not in the shareholders’ interests to publish the acquisition values and assessed values for eachindividual building. The acquisition value is understood to be the assessed value on the day of the acquisition or of the contribution or,in the case of a merger, the day on which the exchange ratio was calculated.

(3) The assessed value is established on the basis of the “deed in hands” value which includes the variable transaction costs (of at least13%) that an investor would have had to pay to invest directly in real estate.

SUMMARY OF THE TYPES OF ASSETS HELD AFTER THE MERGERS OF 11 DECEMBER 2001(as of 30 September 2001, in thousands of EUR)

OFFICES

CENTER

DECENTRALIZED

SUBURBS

OTHER

TOTAL OFFICES

SEMI-INDUSTRIAL

COMMERCIAL

TOTAL

SURFACEAREA (m2)

INVESTMENTVALUE

INSUREDVALUE (1)

ASSESSEDVALUE(2)(3)

ANNUALRENT

Bastionen Parc Léopold s.a.and Immobilière du Triomphe s.a.

Pending the approval of the Extraordinary General Meeting of Shareholders held on 11 December 2001,Befimmo will also absorb through merger the office buildings held by the companies Bastionen ParcLéopold SA and Immobilière du Triomphe SA. These buildings are Wiertz (10,816 m2 of office space)and Triomphe (7,173 m2 of office space), respectively.

These two companies were acquired in December 2000 in a joint (50/50) partnership with FortisBanque. At the time of the merger, and in line with the agreement concluded with Fortis Banque, thebank will hold 25% of the shares in the two companies.

The exchange ratios are based on the net asset values (revalued on 30 September 2001) for Befimmoand the two absorbed companies. As a result, 78,812 new Befimmo shares will be created.

On 12 October 2001, Befimmo’s Managing Agent drew up the plans for the merger with the two com-panies concerned. Befimmo’s Managing Agent also sent the shareholders reports on these mergerson 26 October 2001.

Strategically, these two buildings are completely in line with the Sicafi's investment strategy(Léopold district next to the European Parliament, and Boulevard du Triomphe close to publictransport links and main roads). Their inclusion in the Sicafi's portfolio is the culmination of anoperation that began in December 2000 with the acquisition of the Bastionen portfolio in a jointoperation with Fortis Banque.

By the end of these operations, the value of Befimmo assets should total around EUR 1,045 million,while equity should reach close to EUR 600 million. The projected Befimmo portfolio once these oper-ations will be completed is detailed below.

- 23

96%1%3%

18%

19%

21%

2%

17%

12%

12%

51%

25%

37%

17%

46%45%55%

1%22%

10

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

20

0

%

30

40

50

60

70

80

90

100

TYPE OF ASSETS (1)

OFFICES

COMMERCIAL

SEMI-INDUSTRIAL

GEOGRAPHICAL BREAKDOWN (1)

BRUSSELS“ESPACE NORD”BRUSSELSLÉOPOLD DISTRICT

BRUSSELSCENTER

BRUSSELSSUBURBS

ANTWERP

OTHER

AGE OF BUILDINGS (1)

0-5 YEARS

6-10 YEARS

11-15 YEARS

MORE THAN15 YEARS

OCCUPANTS (2) DURATION OF LEASES (2)

> 9 YEARS < = 9 YEARSINSTITUTIONS

MULTINATIONALCORPORATIONS

OTHERCOMPANIES

BRUSSELSDECENTRALIZED

PROFILE (as of 30 September 2001- after the mergers of 11 December 2001)

PERCENTAGE OF GUARANTEED CURRENT INCOMEACCORDING TO THE REMAINING LEASE TERM (after the mergers of 11 December 2001)

(1) Percentages are expressed interms of the assessed “deedin hands” value asof 30 September 2001.Real estate certificates arenot covered by these charts.

(2) Percentages are expressedin terms of current leases asof 30 September 2001.

% according to the firstlease expiration

% according to the finaltermination of leases


24 -

SUMMARY OF REAL ESTATE ASSETS (after the mergers of 11 December 2001)

CURRENTRENT AS OF


of EUR)

PERCENTAGEOF

PORTFOLIO (1)

(%)

OCCUPANCYRATE (2)

AS OF30/09/01

(%)

RENTALSPACE

(m2)


(years)

YEAR BUILT/YEAR

RENOVATED


OFFICES

BRUSSELS CENTER

BREDERODE

BREDERODE 2

EMPEREUR

SHELL

IMPÉRATRICE

EXTENSION JUSTICE

BRUSSELS LÉOPOLD DISTRICT

RUE JOSEPH II, 27

WIERTZ

SCHUMAN 1

BORSCHETTE

GUIMARD

SCHUMAN 2

VIEW BUILDING

BRUSSELS “ESPACE NORD”

WORLD TRADE CENTER

NOORD BUILDING

BRUSSELS DECENTRALIZED

LA PLAINE

TRIOMPHE III

CHÉE. DE LA HULPE

GOEMAERE

RUE EUDORE DEVROYE, 245

TRIOMPHE I

TRIOMPHE II

JEAN DUBRUCQ 167-181

BRUSSELS SUBURBS

WOLUWE GARDEN B

WOLUWE GARDEN D

IKAROS BUSINESS PARK (3)

FOUNTAIN PLAZA

MEDIA

PLANET 2

OCEAN HOUSE

EAGLE BUILDING

WATERLOO OFFICE PARK

MONS

RUE DU JONCQUOIS 118

DIGUE DES PEUPLIERS 71

TOTAL OFFICES

24 968 7 803 5 953

31 381 17 072 18 795

105 972

12 83110 816

5 124 17 657

5 357 5 122

10 297

67 204

66 326 42 726

109 052

15 933 7 173 1 462 6 939 1 576

11 080 9 282 7 744

61 189

7 756 7 673

40 965 16 690 18 651 10 277

4 730 8 661 2 005

117 408

7 851 7 271

15 122

475 947

1990-200119931997

1997-20001997-2000

MORE THAN 15 YEARS

1994199619641981199720012001

1975/19981989

199519931970

1988/19981996199819981991

19971994

1990 to 2001199119991988199720001992

19741976

1439

3/6/99/12/15/18

9

273/6/9

1,512

3/6/99

6/9

2427

12/183/6/93/6/93/6/94/6/93/6/9

99/12

3/6/93/6/93/6/93/6/9

93/6/93/6/9

6/96/9

189

2 354 1 821

800 4 087 2 408 2 871

14 341

3 263 2 394

847 3 351 1 114

15 1 768

12 753

10 388 6 899

17 287

3 884 1 340

70 780 290

2 365 1 697

744

11 169

1 584 1 517 3 433 1 899 2 998 1 133

775 1 355

410

15 104

1 025 1 029

2 054

72 709

3.1%2.4%1.1%5.4%3.2%3.8%

18.9%

4.3%3.2%1.1%4.4%1.5%0.0%2.3%

16.8%

13.7%9.1%

22.8%

5.1%1.8%0.1%1.0%0.4%3.1%2.2%1.0%

14.8%

2.1%2.0%4.5%2.5%4.0%1.5%1.0%1.8%0.5%

19.9%

1.4%1.4%

2.7%

96.0%

79.9%100.0%100.0%100.0%100.0%100.0%

96.0%

100.0%100.0%100.0%100.0%100.0%

1.7%100.0%

93.3%

99.7%100.0%

99.8%

100.0%98.4%29.0%58.9%

100.0%100.0%100.0%100.0%

93.8%

100.0%100.0%

97.6%67.9%

100.0%95.3%

100.0%100.0%100.0%

93.6%

100.0%100.0%

100.0%

95.6%

- 25

CURRENTRENT AS OF


of EUR)

PERCENTAGEOF

PORTFOLIO (1)

(%)

OCCUPANCYRATE (2)

AS OF30/09/01

(%)

RENTALSPACE

(m2)


(years)

YEAR BUILT/YEAR

RENOVATED



SEMI-INDUSTRIAL

BRUSSELS-ANDERLECHT

BOULEVARD INDUSTRIEL

RUE BOLLINCKX

BRUSSELS SUBURBS

GREEN HILL

ANTWERP

KONTICH 1

KONTICH 2

TOTAL SEMI-INDUSTRIAL

COMMERCIAL

CHARLEROI,

RUE DE LA MONTAGNE

TOTAL COMMERCIAL

TOTAL PORTFOLIO

(1) The percentage of the portfolio is calculated on the basis of current rents as of 30 September 2001.(2) The occupancy rate is calculated as being the ratio between current rents as of 30 September 2001 and this same figure plus the

estimated rental value of the unleased surface area on the same date.(3) Ikaros Business Park: the rental space includes the rental space in phase IV buildings purchased for future completion.Grayed out: buildings acquired as a result of mergers.

7 790 8 098

15 888

7 187

7 187

18 452 8 072

26 524

49 599

2 296

2 296

527 842

19761980

1986

19831990

1995

1/2/33/6/9

3/6/9

3/6/93/6/9

COMMERCIAL

336 524

860

543

543

778 416

1 194

2 596

405

405

75 710

0.4%0.7%

1.1%

0.7%

0.7%

1.0%0.5%

1.6%

3.4%

0.5%

0.5%

100.0%

98.6%100.0%

99.4%

98.5%

98.5%

99.5%97.4%

98.7%

98.9%

100.0%

100.0%

95.8%

26 -

B U S I N E S S O U T L O O K ,

D I V I D E N D P O L I C Y

As in the past, Befimmo will continue to pursue a strategy of “well-considered” portfolio growth inorder to improve liquidity and visibility, thereby creating value for its shareholders. Value creation is along-term goal, based on an annual return target of at least 11% of the book value at the start of thefiscal year.

This growth can, and moreover will, be achieved in two ways:

regular and gradual growth by direct and indirect acquisition, in line with Befimmo’s debt capacity;

selective growth through mergers with other real estate portfolios, depending upon market oppor-tunities.

Below we present the balance sheet and profit and loss account forecasts for the next three years,ending on 30 September 2002, 2003 and 2004, based on the assumption of organic growth.

The following parameters are taken into account:

health index to rise by 2%;

short-term interest rate of 4.40% and long-term rate of 5.25%;

completion of all merger transactions with the Sicafi Cibix SCA, Cibix SA, Bastionen Parc LeopoldSA and Immobilière du Triomphe SA, effective retroactively as of 1 October 2001, and the contin-ued acquisition of the Ikaros business park;

Befimmo’s investment capacity is not taken into account;

no other external growth operation is included in the forecasts, excluding any planned mergers;

“Extraordinary income” refers to projected margins generated on non-recurring transactionsto be realized. In accordance with accounting law, these extraordinary operations must be under-stood to be the results of the Sicafi’s current activities, and Befimmo intends to continue to man-age its portfolio dynamically. However, in order to present a cautious view on business outlookno such operation has been budgeted for future years.

The provisional accounts presented here in no way constitute a commitment on the part of Befimmoand have not been certified by the company’s auditor.

Whether or not these forecasts prove to be accurate will of course depend on the actual developmentof the real estate and financial markets. In any event, Befimmo will be striving to outperform these fore-casts.

Dividend policy

Befimmo will continue to aim for annual dividend growth that outpaces the rate of inflation. The bal-ance of the profit available for distribution will then be carried forward.

- 27

OUTLOOK (as of 30 September – in thousands of EUR)

20042002 20032001

BALANCE SHEET

TOTAL ASSETS

BUILDINGS

CERTIFICATES

OTHER ASSETS

TOTAL SHAREHOLDERS’ EQUITY

TOTAL NET DEBT

DEBT RATIO

BOOK VALUE PER SHARE

INCOME STATEMENT

INCOME

GROSS RENT

REAL ESTATE CERTIFICATES

EXTRAORDINARY INCOME

COSTS

NET OPERATING EXPENSES

DEPRECIATION

TAXES

FINANCIAL EXPENSE

NET RESULT

TRANSFERRED TO RESERVES

GROSS DIVIDEND

DATA PER SHARE

PRICE ON 28 SEPTEMBER 2001

BOOK VALUE AT BEGINNING OF FISCAL YEAR

BOOK VALUE AT END OF FISCAL YEAR

EARNINGS PER SHARE

P.E.R.

GROSS DIVIDEND

NET DIVIDEND

GROSS YIELD

RETURN

NUMBER OF SHARES

b u s i n e s s o u t l o o k , d i v i d e n d p o l i c y

1 093 523

1 074 4857 722

11 316610 589482 934

41 %63.1

76 901538

-

8 5991 434

2518 49648 885

7 46541 420

- 60.463.15.05

-4.283.64

6.8%11.5%

9 677 230

1 190 298

1 172 2648 034

10 000666 832523 465

41 %68.9

85 380560

-

9 3171 000

2521 05654 541

9 83244 709

-65.968.95.64

-4.623.93

7.3%11.5%

9 677 230

700 060

621 2087 646

71 206477 856222 204

29 %60.4

48 002495

18 843

5 490836

16 952

54 06121 17432 579

63.0057.2060.43

6.84

9.214.123.50

6.5%13%

7 907 420

1 140 804

1 122 9277 876

10 000638 034502 770

41 %65.9

82 004549

-

8 9491 434

2519 72952 416

9 35243 064

-63.165.95.42

-4.453.78

7.1%11.5%

9 677 230

28 -

-15

-10

-5

0

5

10

15

20

25

30

35

40

1997 1998 1999 2000 2001

0

100

200

500

600

29-1

2-95

29-0

3-96

30-0

9-96

30-1

2-96

27-0

3-97

30-0

9-97

30-1

2-97

31-0

3-98

30-0

9-98

31-0

3-99

30-0

9-99

30-1

2-99

31-0

3-00

29-0

9-00

30-1

2-00

31-1

2-00

31-0

3-01

30-0

9-01

300

400

90

100

110

120

130

140

150

160

170

180

03-9

605

-96

07-9

609

-96

11-9

601

-97

03-9

705

-97

07-9

709

-97

11-9

701

-98

03-9

805

-98

07-9

809

-98

11-9

801

-99

03-9

905

-99

07-9

909

-99

11-9

901

-00

03-0

005

-00

07-0

009

-00

10-0

012

-00

02-0

104

-01

06-0

108

-01

SICAFI RETURN INDEX

BEFIMMO RETURN BASIS

B E F I M M O S H A R E S

While the Befimmo share has consistently out-performed the BBL Sicafi return index since itscreation, the price/earnings ratio is among thelowest on the market. The Befimmo share the-refore remains cheap.

(*) The BBL Sicafi return index is calculated on the basis ofthe stock market capitalization of the various Sicafis, thevolumes traded and the return on distributed dividends.

(1) This intrinsic value is calculated on the basis of the “deed in hands” value of the buildings, which includes variable transactioncosts up to a maximum of 13% that an investor would have had to pay if he had made a direct real estate investment.

(2) The return is the gross dividend for the fiscal year in question plus the increase in the book value over the same period, divided bythe book value at the start of the year.

(3) The gross yield is equal to the gross dividend divided by the price on 30 September.

BEFIMMO SHARE RETURN COMPAREDWITH THE BBL SICAFI RETURN INDEX (*)

STOCK MARKET CAPITALIZATION(in millions of EUR)

PREMIUM AND DISCOUNT (IN %)

DATA PER SHARE (as of 30 September – in EUR)

NUMBER OF SHARES

STOCK MARKET PRICE

HIGHEST

LOWEST

CLOSING

REVALUED NET BOOK VALUE (1)

RETURN PER SHARE

RETURN (2)

EARNINGS PER SHARE

PAYOUT

GROSS DIVIDEND

GROSS YIELD (3)

NET DIVIDEND

P.E.R.

PRICE RETURN RATIO

1997 1998 1999 2000 2001

4 366 082

57.9646.1657.02

51.694.59

9.0%3.8993%3.62

6.34%3.07

14.6512.45

4 366 082

66.8156.4066.68

53.005.06

9.8%4.3985%3.74

5.61%3.17

15.2013.19

7 549 042

77.5964.0064.00

54.785.63

10.6%4.6483%3.84

6.01%3.27

13.7911.39

7 549 042

73.4051.1058.00

57.206.42

11.7%4.9581%4.00

6.90%3.40

11.729.03

7 907 420

63.1055.1063.00

60.437.35

12.9%6.8460%4.12

6.54%3.50

9.218.57

- 29

A B O U T B E F I M M O

The spirit of real estate

Befimmo was created in 1995 with a portfolio worth EUR 130 million. After the mergers scheduled forDecember 2001 the value of this consolidated portfolio will be almost EUR 1,045 million.

The structural ties between Befimmo and its promoter, Bernheim-Comofi (itself part of a global realestate group, Security Capital Group) are such that our company can call on more than 35 years of expe-rience and know-how gained as a property owner, developer and operator. This relationship givesBefimmo an important competitive edge.

The creation of future value

Befimmo is an experienced real estate owner that creates shareholder value on an ongoing basisthrough an active portfolio management policy. This involves:

permanently seeking the highest possible occupancy rate for its entire portfolio. Befimmo’s real cashflow is consequently almost as high as the theoretical maximum cash flow, making it possible forthe company to pay out a high dividend while at the same time building up its reserves.

Befimmo is able to achieve such a high rate for several reasons:

Befimmo invests in high quality real estate meeting the long-term expectations of its customers interms of location, visibility, accessibility, size, fittings and flexibility. Befimmo always gives priority tothe real estate perspective in its investment strategy since this is where value is really created, asopposed to a purely financial strategy based on generating immediate profits from current leases. Inaddition, for each chosen investment, Befimmo carries out an in-depth due diligence examinationfrom every angle, ranging from planning permission to technical, environmental, legal and taxissues.

Befimmo further enhances the quality of its investments by building up a relationship of trust with itstenants based on:

understanding and anticipating their needs;

optimizing the total real estate costs, rents and charges per person;

a policy of ongoing investment in the properties owned in order to maintain and improve invest-ment performance over time;

swift action and good judgment making it possible to seize any value-creation opportunitiesthat may arise.

Befimmo intends to generate capital gains for all its shareholders, in line with its investment strategy.

a b o u t b e f i m m o

- 31

C O R P O R A T E G O V E R N A N C E

Independent management in the sole interestof all shareholders

PHILOSOPHY

The Sicafi Befimmo is organized under the Belgian legal structure “Société en commandite paractions”.

There are two main categories of partner:

partners or shareholders, who own the actual shares. They are only liable for the amount of theircontribution and are not jointly or severally liable with the other shareholders;

the acting partner, Befimmo SA, the Managing Agent of the Sicafi. Befimmo SA has very wide-ranging management powers and unlimited liability for the Sicafi’s undertakings.

The company’s founder, Bernheim-Comofi SA, opted for this partnership structure because:

it allows for the consistent application of the rules of corporate governance.

The statutory Managing Agent, Befimmo SA, is run by a Board of Directors operating wholly inde-pendently, assisted by its Audit Committee and in compliance with the Royal Decree of 10 April1995 and the controlling measures stipulated therein.

A majority of the directors are also totally independent of the Befimmo SA shareholders. TheManaging Agent is thus better able to perform its legal task of managing the Sicafi in the soleinterest of its shareholders and is subject to controls that are at least as effective as those of aGeneral Meeting of a public limited company.

Befimmo SA is entitled, in its capacity as the statutory Managing Agent, to receive remunerationin proportion to the net result generated by the Sicafi. Its interests are therefore fully in line withthose of all the Sicafi’s shareholders.

it enables the Sicafi Befimmo SCA to benefit on a long-term basis from the Bernheim group’s35 years of experience as a real estate owner, developer, operator and issuer of real estatecertificates.

This experience is offered via the statutory Managing Agent Befimmo SA which is wholly ownedby Bernheim-Comofi SA and its subsidiary Bernheim Asset Management SA.

The Bernheim group is involved in the Sicafi at three levels:

shareholder of Befimmo SA: the Managing Agent’s interests are identical to those of all othershareholders in the Sicafi;

shareholder of the Sicafi itself, Befimmo SCA: same status as all other shareholders;

service provider: building management services and help in structuring operations is providedunder normal market conditions while offering the best value for money and in compliance withthe conflict of interest rules laid down in the Companies Code and the Royal Decree of 10 April1995.

c o r p o r a t e g o v e r n a n c e

32 -

The shareholders

Shareholders owning shares listed on

the Brussels stock exchange are the

non-acting partners in the Sicafi

Befimmo SCA

THE SICAFI BEFIMMO SCA

The Sicafi Befimmo SCA is listed on theBrussels stock exchange.

It is managed by a team of professionalsunder the direction of Befimmo SA, itsstatutory Managing Agent.

Befimmo SA is the acting partner of the Sicafi Befimmo SCA. As the statutoryManaging Agent of the Sicafi Befimmo SCA, it enjoys wide-ranging powers formanaging the Sicafi.

Befimmo SA is run by a Board of Directors, most of whom are fully independent ofthe Promoter of the Sicafi. An Audit Committee is in charge of all internal controls.

Bernheim Group

Bernheim Asset Management, thePromoter, and Bernheim-Comofihold 100% of the statutoryManaging Agent Befimmo SA

Befimmo SA

Structure and organization

- 33c o r p o r a t e g o v e r n a n c e

Decision-making bodies:befimmo sa, the statutory managing agent of the sicafibefimmo sca

BEFIMMO SA MANAGES THE SICAFI:

Befimmo SA’s registered capital, which on 30 June 2001 stood at EUR 277,500, is wholly owned by theBernheim group. In accordance with its articles of association as Managing Agent, Befimmo SA isempowered to carry out all acts necessary or useful for achieving the corporate aims of Befimmo SCA:to form and manage the Befimmo SCA management team, to draw up the half-yearly report and draftannual reports and prospectuses for Befimmo SCA, to appoint real estate experts, to propose changesto the list of experts, to propose a change of depositary, to inform the depositary of each transactionmade by Befimmo SCA involving real estate assets, to grant special powers to its authorized repre-sentatives, to determine their remuneration, to increase company capital within the limits of theauthorized capital and to carry out all operations intended to benefit Befimmo SCA; be it via a mergeror some other transaction.

BEFIMMO SA IS MANAGED BY A BOARD OF DIRECTORS:

The Board of Directors of Befimmo SA, the Managing Agent of the Sicafi Befimmo SCA, acts in the soleinterest of all shareholders, ruling on strategic decisions, long-term financing, investments and dis-posals.

It closes the annual and half-yearly accounts of the Sicafi Befimmo; it draws up the management reportfor the General Meeting of Shareholders; it approves merger reports; it rules on the use of the author-ized capital and convenes Ordinary and Extraordinary General Meetings of Shareholders.

Furthermore, the Board ensures the rigor, accuracy and transparency of communications to share-holders, financial analysts and the general public, such as prospectuses, annual and half-yearly reports,and press releases.

It delegates day-to-day management to a Managing Director who regularly reports back on his man-agement activities.

It supervises the quality of the work done by the Managing Director via two specially appointed direc-tors operating on a collegial basis.

The Board of Directors meets at least four times a year, and every time a specific or exceptional oper-ation requires the Board to meet.

It is made up of nine directors, proposed by Bernheim, the Promoter of the Sicafi Befimmo, with theapproval of the Banking and Finance Commission. Most of these directors have no ties whatsoeverwith the Bernheim group. At the current time:

two directors are representatives of the Promoter of the Sicafi;

one director is a representative of the banks promoting Befimmo SCA;

six directors, including the Managing Director who represents management, are independentfrom the promoter.

Directorships run for three years and are renewable.

The Board met 15 times in 2000/2001.

34 -

In the event of a vote, Board decisions are taken by an absolute majority of all directors present or rep-

resented, or, in the event of one or several abstentions, by an absolute majority of all other directors.

In the event of a split vote, the chairman of the meeting shall have the casting vote. Without prejudice

to the terms of Articles 523 and 524 of the Belgian Companies Code, when a potential conflict of inter-

ests arises, either with the Promoter or a director, the Managing Director must call a meeting of the

Board to resolve the particular issue. The Board will then rule in the absence of those of its members

concerned by the potential conflict of interest.

The Board of Directors consists of:

CHAIRMAN :

Jean-François van Hecke, Managing Director of Bernheim-Comofi SA.

Representative of the Promoter

MANAGING DIRECTOR :

Benoît De Blieck

Independent director

DIRECTORS :

Gustaaf Buelens, Managing Director of NV Buelens.


Jozef Colruyt, Chairman of the Board of Directors of Colruyt SA/NV.


Alain De Pauw, Joint Chairman and Managing Director of Compagnie de Promotion SA.


Patrick De Pauw, Joint Chairman and Managing Director of Compagnie de Promotion SA.


Benoît Godts, Managing Director of Bernheim Asset Management SA.

Representative of the Promoter

Daniel Schuermans, Chairman of Copropriété du World Trade Center.


Luc Vandewalle, Chairman of Banque Bruxelles Lambert.

Independent director representing the banks promoting the Sicafi.

The terms of these directors will expire at the end of the March 2002 General Meeting of the ManagingAgent Befimmo SA.

Directors’ attendance fees (with the exception of the Managing Director) are paid by Befimmo SCA.

They amount to EUR 372 per Board meeting and EUR 248 per Audit Committee meeting.

Messrs Marc Blanpain and Gaëtan Piret should be joining Befimmo as directors after the merger with

Cibix. They will be independent directors, with no ties to the Promoter.

- 35c o r p o r a t e g o v e r n a n c e

BEFIMMO SA ORGANIZES THE DAY-TO-DAY MANAGEMENT OF THE SICAFI:

INDEPENDENT MANAGEMENT IN THE SOLE INTEREST OF THE SHAREHOLDERS.

As the Sicafi has grown, Befimmo has continued to expand its own operational team while keepingcosts at a competitive level compared with its rivals. This team is separate and independent from thePromoter. It works exclusively in the interests of Befimmo SCA.

The team reports directly to the Managing Director, who manages it in accordance with the decisionsof the Board of Directors of Befimmo SA.

Two directors, Jean-François van Hecke and Benoît Godts, supervise day-to-day management on acollegial basis, in accordance with the provisions of the Royal Decree of 10 April 1995.

The management and technical maintenance of buildings is entrusted to external suppliers, as areall specialist accounting, tax and legal activities.

Contracts for subcontractors or external service providers are awarded on a competitive basis tak-ing full account of value-for-money criteria and subject to normal market conditions. BefimmoSCA’s policy in this regard is to avoid using third-party service providers if these could, in thecourse of their duties, obtain access to information that could potentially be used in such a waythat is detrimental to the sole interest of the shareholders of Befimmo SCA.

THE INTERESTS OF BEFIMMO SA COINCIDE COMPLETELY

WITH THOSE OF ALL SICAFI SHAREHOLDERS:

The remuneration paid to Befimmo SA, as statutory Managing Agent, is determined according to theprovisions set out below in accordance with Article 19 of the Royal Decree of 10 April 1995.

In addition to the reimbursement of any costs directly relating to its mission, Befimmo SA is entitledto a payment in proportion to the net result for the current fiscal year.

This remuneration shall amount to 2/100ths of a benchmark profit (if a profit was made) correspon-ding to 100/98ths of the pre-tax profit after this remuneration has been booked to the fiscal year con-cerned. In this way, once the remuneration has been entered in Befimmo SCA’s accounts, the remu-neration for the year will represent 2.04% of the pre-tax profit specified in the accounts approved by theGeneral Meeting of Befimmo SCA.

This remuneration is due as of 30 September of the fiscal year concerned, but is only payable afterapproval of the annual accounts.

The calculation of the remuneration is controlled by the company’s statutory auditor.

The fact that the remuneration of the statutory Managing Agent of the Sicafi, Befimmo SA, is linked inthis way to the Sicafi’s results means that its interests coincide with those of the shareholders as awhole.

36 -

ControlAUDIT COMMITTEE

The Audit Committee assists the Board of Directors with internal control procedures, drawing up thefinancial statements and other financial information, appointing the official company auditors and in rela-tion with them. It meets prior to each Board meeting with one or more of these issues on the agenda.

The Audit Committee comprises one director representing the Promoter of the Sicafi, Mr Benoît Godts,and one independent director, Mr Alain De Pauw.

The audit committee met four times during this fiscal year.

STATUTORY AUDITORS

Deloitte & Touche, company auditors, represented by Mr Joseph Vlaminckx.

REAL ESTATE EXPERTS

In accordance with the Royal Decree of 10 April 1995, Befimmo calls on external experts for the regularvaluation of its assets and whenever it issues shares, registers or buys shares on a stock exchange otherthan the one on which it buys and sells its real estate assets. This expert valuation is required to deter-mine the book value, draw up the annual accounts, and justify the price of new issues or acquisitions.

These missions are currently assigned to:

Winssinger & Associés, a member of the DTZ Debenham-Winssinger group, valuing the followingbuildings: La Plaine, chaussée de La Hulpe, Woluwe Garden D, Woluwe Garden B, Ikaros BusinessPark, boulevard Industriel, rue Bollinckx, Wiertz and Triomphe.

In addition, Winssinger & Associés has been entrusted with coordinating all valuation activities.

Healey & Baker valuing the buildings acquired from the merger with Prifast, namely: Goemaere,Fountain Plaza, Green Hill and the building located in rue de la Montagne in Charleroi.

CB Richard Ellis valuing the buildings acquired from the mergers of 23 December 1998: WorldTrade Center, Noord Building, rue Devroye, rue du Jonquois, digue du Peuplier and rond pointSchuman.

DEPOSITORY BANK

Banque Artesia has been assigned as the depository bank of Befimmo SCA within the meaning ofArticle 12 et seq. of the Royal Decree of 10 April 1995 regarding real estate Sicafs.

As the depository of Befimmo SCA, Banque Artesia must fulfil the obligations and duties prescribed bythe law of 4 December 1990 and its implementing decree of 10 April 1995.

- 37

It is therefore entrusted with:

ensuring that Befimmo SCA immediately receives the corresponding income when assets are sold.To this end, the managers or people concerned with the day-to-day management of Befimmo SCAwill immediately inform Banque Artesia of each transaction concerning real estate assets;

keeping authentic copies and engrossed versions of notarized deeds concerning the buildingsowned by Befimmo SCA, as well as the documents concerning the mortgage situation of theseproperties. The depository bank shall also keep the equivalent documents for any buildings locat-ed outside of Belgium.

Befimmo SCA must entrust Banque Artesia with all transferable securities and cash. The bank mustthen in turn:

retain them and fulfil all the usual tasks with regard to cash deposits and the open deposit of trans-ferable securities;

implement, at the request of Befimmo SCA, all decisions taken by the latter concerning these assets,and in particular deliver the disposed assets, pay for acquired assets, receive the dividends and inter-est generated by these assets, and exercise all of the subscription and appropriation rights attachedto them;

ensure that, for operations concerning the assets of Befimmo SCA, the consideration is receivedwithin the normal deadlines.

c o r p o r a t e g o v e r n a n c e

38 -

T H E L E G I S L A T I V E F R A M E W O R K

The Sicafi system was created in 1995 to promote collective real estate investment. This concept of clo-sed-end real estate investment companies is similar to the Real Estate Investment Trusts (USA) or theBeleggingsinstellingen (Netherlands).

The aim of the legislature was for the Sicafi to ensure a form of real estate investment of unparalleledtransparency, making it possible to distribute cash flow to the greatest possible extent while benefitingfrom numerous advantages.

Sicafis are controlled by the Banking and Finance Commission and are subject to a specific set of regu-lations, among other things requiring that they:

take the form of a public limited company or a “Société en commandite par actions” with a mini-mum capital of 50 million francs;

have a debt limited to 50% of total asset value. The Royal Decree of 10 June 2001 raized the maxi-mum permissible debt of Sicafis to 50% of assets. The definition of debt was also made moredetailed (section VIII and IX of balance sheet liability);

have a portfolio that is recorded in the accounts at its true market value with no depreciation;

proceed with a quarterly valuation of assets performed by independent experts;

diversify their risk: no more than 20% of all assets in a single real estate complex;

distribute at least 80% of profits, whereupon they are exempted from corporate income tax;

deduct a 15% withholding tax when the dividend is paid.

All these rules are intended to help reduce risk exposure.

Any company merging with a Sicafi will see all unrealized capital gains and tax-exempt reserves taxedat 20.085%.

f i n a n c i a l r e p o r t - 39

FISCAL YEAR 2 0 0 1

S U M M A R Y

Financial report 39

Consolidated accounts 40

Balance sheet 40

Income statement 42

Summary of the consolidation rules 44

Notes to the accounts 45

Report of the statutory auditor 47

Non-consolidated accounts 48

Balance sheet 48

Income statement 50

Summary of the valuation rules 52

Notes to the accounts 54

Details about the accounts 59

Cash flow statement 60

Debts and guarantees 61

Report of the statutory auditor 62

Obligatory information 63

ASSETS 2001

FIXED ASSETS 631 468

I. ESTABLISHMENT COSTS 2 573

IV. TANGIBLE ASSETS 621 233

C. Furniture and vehicles 25

E. Other tangible assets 621 208

V. FINANCIAL ASSETS 7 662

B. Other financial assets 7 662

1. Shares 7 646

2. Receivables and cash guarantees 16

CURRENT ASSETS 68 592

VI. RECEIVABLES AFTER MORE THAN ONE YEAR 228

B. Other receivables 228

VIII. RECEIVABLES WITHIN ONE YEAR 10 441

A. Trade accounts receivable 9 005

B. Other receivables 1 436

IX. SHORT-TERM DEPOSITS 55 500

B. Other deposits 55 500

X. CASH 616

XI. DEFERRED CHARGES AND ACCRUED INCOME 1 807

TOTAL ASSETS 700 060

C O N S O L I D A T E D

B A L A N C E S H E E T (as of 30 September - in thousands of EUR)

40 -

LIABILITIES AND SHAREHOLDERS’ EQUITY 2001

SHAREHOLDERS’ EQUITY 477 856

I. CAPITAL 114 883

A. Subscribed capital 114 883

II. ISSUE PREMIUMS 76 372

III. REVALUATION OF CAPITAL GAINS 209 203

IV. CONSOLIDATED RESERVES 77 398

LIABILITIES 222 204

X. AMOUNTS PAYABLE AFTER MORE THAN ONE YEAR (Long-term debt) 52 978

A. Financial debts 52 806

4. Lending establishments 52 806

D. Other debts 172

XI. AMOUNTS PAYABLE WITHIN ONE YEAR (Short-term debt) 150 563

A. Long-term debt maturing within the year 8 380

B. Financial debts 100 381

1. Financial institutions 100 381

C. Commercial debt 4 210

1. Suppliers 4 210

E. Tax, salary and social security debts 2 815

1. Taxes 2 697

2. Remuneration and social security 119

F. Other debts 34 777

XII. ACCRUED CHARGES AND DEFERRED INCOME 18 663

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 700 060

(in thousands of EUR)

c o n s o l i d a t e d a c c o u n t s - 41

COSTS 2001

I. COST OF SALES AND SERVICES 14 758

B. Services and other goods 8 608

C. Remuneration, social security and pensions 431

D. Depreciation and write-downs on establishment costs and tangible and intangibleassets 836

E. Write-downs of stocks, orders,trade receivables(write-downs +, write-backs -) - 43

G. Other operating costs 4 926

V. FINANCIAL EXPENSES 7 815

A. Interest charges 7 764

D. Other financial expenses 51

VIII. EXTRAORDINARY EXPENSE 1 312

F. Other extraordinary expenses 1 312

XI. A. TAXES 6

XII. PROFITS FOR THE FISCAL YEAR 54 062

TOTAL COSTS 77 953

C O N S O L I D A T E D I N C O M E

S T A T E M E N T (as of 30 September - in thousands of EUR)

42 -

INCOME 2001

I. SALES AND SERVICES 56 434

A. Turnover 48 002

D. Other operating income 8 432

IV. FINANCIAL INCOME 1 311

A. Income from financial assets 495

B. Income from current assets 504

C. Other financial income 312

VII. EXTRAORDINARY INCOME 20 201

A. Write-back of write-downs and depreciationsof tangible and intangible assets 3

D. Gains on disposal of fixed assets 20 198

X. B. TAX ADJUSTMENTS

AND WRITE-BACK

OF TAX PROVISIONS 7

TOTAL INCOME 77 953



Befimmo S.C.A. consolidates the companies Immobilière du Triomphe and Bastionen Parc Léopold using the proportionalconsolidation method. These two companies are jointly owned (50/50) directly or indirectly with Fortis Banque.

I. Criteria for applying the consolidation methods

Befimmo S.C.A. complies with the Royal Decree of 6 March 1990 on consolidated accounts when drawing up itsconsolidated accounts.

The consolidated accounts include the accounts of the parent company and those of its subsidiaries.

II. Consolidated companies

The subsidiaries are consolidated proportionally.

Rights National VAT no. Change in conso-of the Group lidation status

Immobilière du Triomphe S.A.Chaussée de La Hulpe 166 – 1170 Brussels 50 % NN 444.563.569 NC → PROP

Bastionen Parc Léopold S.A.Chaussée de La Hulpe 166 – 1170 Brussels 50 % NN 466.357.786 NC → PROP

III. Valuation rules

The valuation rules governing the establishment of the consolidated accounts are similar to those used for thecompany accounts. These valuation rules take account of the provisions mentioned in the Royal Decree of 10 April1995 on real estate Sicafs. The consolidation is performed in accordance with the Royal Decree of 6 March 1990.The only notable differences between the accounts of Befimmo S.C.A. and the consolidated accounts are due to thefact that the shares of the financial fixed assets due to the subsidiaries, booked as a shareholding in connectedundertakings in the accounts of Befimmo S.C.A., are listed as an (updated) acquisition value in the consolidatedaccounts, as detailed in the following tables.

Consolidated Non-consolidatedaccount account

V. FINANCIAL FIXED ASSETS 7 662 12 395

A. Connected companies 4 735

1. Stakes 4 735

B. Other companies 7 662 7 660

1. Shares 7 646 7 646

2. Receivables 16 14

OTHER TANGIBLE FIXED ASSETS

A. Acquisition value

Book value at the end of the previous fiscal year 422 003

Variation in scope 25 632

Transfers during the fiscal year

Acquisition 31 704

Disposals/Closure

Transfer from one item to another

Book value at the end of the fiscal year 479 339

S U M M A R Y O F T H E

C O N S O L I D A T I O N R U L E S (in thousands of EUR)

44 -

I. ESTABLISHMENT COSTS 2001

TRANSFERS DURING THE FISCAL YEAR

• Depreciations (822)

• Others 3 396

NET BOOK VALUE AT THE END OF THE FISCAL YEAR 2 573

III. TANGIBLE ASSET SITUATION

FURNITURE OTHER CURRENTAND TANGIBLE ASSETS

VEHICLES ASSETS AND DEPOSITS

A. ACQUISITION VALUE


• Others 39 621 205

AT THE END OF THE FISCAL YEAR 39 621 205

C. DEPRECIATION &

WRITE-DOWNS (–)


• Carried out (14)

• Written back as surplus 3

AT THE END OF THE FISCAL YEAR (14) 3

D. NET BOOK VALUEAT THE END OF THE FISCAL YEAR 25 621 208

N O T E S T O T H E C O N S O L I D A T E D

A C C O U N T S (as of 30 September - in thousands of EUR)


IV. FINANCIAL ASSET SITUATION 2001

1. PARTICIPATIONS, SHARES AND SHAREHOLDINGS



• Acquisitions 7 646

AT THE END OF THE FISCAL YEAR 7 646


2. RECEIVABLES AND CASH GUARANTEES


• Others 16

NET BOOK VALUE AT THE END OF THE FISCAL YEAR 16


46 -

Report of the statutory auditor on the consolidated financial statements for the year ended September 30,2001 to the Shareholders’ Meeting of the company Befimmo C.V.A. /S.C.A.

DELOITTE & TOUCHEReviseurs d’EntreprisesLange Lozanastraat 270B-2018 Antwerp

To the Shareholders,

In accordance with legal and statutory requirements, we are pleased to report to you on the audit assignment which youhave entrusted to us.

We have audited the consolidated financial statements as of and for the year ended September 30, 2001, which havebeen prepared under the responsibility of the Board of Directors and which show a balance sheet total ofEUR 700,060,(000) and an income statement resulting in a consolidated profit for the year of EUR 54,062,(000).We have also examined the consolidated Directors’ report.

UNQUALIFIED AUDIT OPINION ON THE FINANCIAL STATEMENTS

We conducted our audit in accordance with the standards of the “Institut des Reviseurs d’Entreprises/Instituut derBedrijfsrevisoren”. Those standards require that we plan and perform the audit to obtain reasonable assurance aboutwhether the consolidated financial statements are free of material misstatement taking into account the legal andstatutory requirements applicable to consolidated financial statements in Belgium.

In accordance with these standards, we considered the group’s administrative and accounting organization of yourcompany as well as its internal control procedures. We have obtained explanations and information required for ouraudit. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in theconsolidated financial statements. An audit also includes assessing accounting policies used, the basis forconsolidation and significant estimates made by management, as well as evaluating the overall consolidated financialstatement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements give a fair and true view of the group’s assets, liabilities,consolidated financial position as of September 30, 2001 and the consolidated results of its operations for the year thenended, and the information given in the notes to the consolidated financial statements is adequate.

ADDITIONAL CERTIFICATIONS (AND INFORMATION)

We supplement our report with the following certifications (and information) which do not modify our audit opinion on theconsolidated financial statements:

- The consolidated directors’ report contains the information required by the Companies Code and is consistent with theconsolidated financial statements.

Antwerp, November 26, 2001

The Statutory Auditor,

DELOITTE & TOUCHEReviseurs d’Entreprises SC s.f.d. SCRL

Represented by Jos VLAMINCKX

R E P O R T O F T H E S T A T U T O R Y A U D I T O R


N O N - C O N S O L I D A T E D

B A L A N C E S H E E T (as of 30 September - in thousands of EUR)

48 -

ASSETS 1999 2000 2001

FIXED ASSETS 568 080 553 513 610 382

I. ESTABLISHMENT COSTS 4 175 3 360 2 573

III. TANGIBLE ASSETS 556 291 543 057 595 414

C. Furniture and vehicles 30 21 25

E. Other tangible assets 535 019 543 036 595 389

F. Current assetsand deposits paid 21 242

IV. FINANCIAL ASSETS 7 615 7 097 12 395

A. Connected companies 4 735

1. Stakes 4 735

C. Other financial assets 7 615 7 097 7 660

1. Shares 7 600 6 813 7 646

2. Receivablesand cash guarantees 15 284 14

CURRENT ASSETS 28 156 19 104 88 785

V. RECEIVABLES AFTER MORE THAN ONE YEAR 228

A. Trade accounts receivable 228

VII. RECEIVABLES WITHIN ONE YEAR 21 981 16 283 30 716

A. Trade accounts receivable 1 529 12 344 8 196

B. Other receivables 20 452 3 939 22 520

VIII. SHORT-TERM DEPOSITS 1 000 55 500

B. Other deposits 1 000 55 500

IX. CASH 4 696 416 287

X. DEFERRED CHARGES AND ACCRUED INCOME 1 479 1 406 2 054

TOTAL ASSETS 596 236 572 617 699 167


n o n - c o n s o l i d a t e d a c c o u n t s - 49

LIABILITIES AND SHAREHOLDERS’ 1999 2000 2001EQUITY

SHAREHOLDERS’ EQUITY 413 487 431 777 477 856

I. CAPITAL 111 309 111 309 114 883

A. Subscribed capital 111 309 111 309 114 883

II. ISSUE PREMIUMS 76 372 76 372 76 372

III. REVALUATION OF CAPITAL GAINS 173 966 185 070 209 513

IV. RESERVES 14 083 17 367 17 367

A. Legal reserve 1 293 1 293 1 293

D. Available reserves 12 789 16 074 16 074

V. PROFIT CARRIED FORWARD 37 758 41 658 59 721

LIABILITIES 182 749 140 841 221 311

VIII. AMOUNTS PAYABLE AFTER MORE

THAN ONE YEAR (Long-term debt) 69 670 61 394 52 978

A. Financial debts 69 566 61 186 52 806

4. Lending establishments 69 566 61 186 52 806

D. Other debts 103 208 172

IX. AMOUNTS PAYABLE WITHIN

ONE YEAR (Short-term debt) 109 737 61 602 150 135

A. Long-term debt maturing within the year 8 380 8 380 8 380

B. Financial debts 58 033 10 062 100 382

1. Financial institutions 58 033 10 062 100 382

C. Commercial debt 2 904 6 534 4 066

1. Suppliers 2 904 6 534 4 066

E. Tax, salary and social security debts 817 2 192 2 544

1. Taxes 797 2 138 2 426

2. Remuneration and social security 20 54 118

F. Other debts 39 603 34 434 34 764

X. DEFERRED INCOME AND ACCRUED

CHARGES 3 342 17 845 18 197

TOTAL LIABILITIES ANDSHAREHOLDERS’ EQUITY 596 236 572 617 699 167

N O N - C O N S O L I D A T E D I N C O M E

S T A T E M E N T (as of 30 September - in thousands of EUR)

50 -

COSTS 1999 2000 2001

I. COST OF SALES AND SERVICES 12 621 16 004 14 448

B. Services and other goods 9 142 8 092 8 543

C. Remuneration, social security and pensions 331 333 431

D. Depreciation and write-downs of establishment costs and tangible and intangibleassets 824 826 836

E. Write-downs of stocks,orders, trade receivables (write-downs +,write-backs -) 41 147 - 38

G. Other operating costs 2 283 6 606 4 676

V. FINANCIAL EXPENSES 5 303 4 485 7 813

A. Interest charges 4 881 4 470 7 761

C. Other financial expenses 423 15 52

VIII. EXTRAORDINARY EXPENSE 397 80 1 312

A. Extraordinary depreciationand write-down of establishmentcosts, tangible and intangibleassets 320 80

D. Loss on disposal of fixed assets 5

E. Other extraordinary expenses 71 1 312

X. A. TAXES 839 26 6

XI. PROFITS FOR THE FISCAL YEAR 35 051 37 381 53 752

TOTAL COSTS 54 211 57 976 77 331

XIII. PROFIT FOR THE YEAR

TO BE ALLOCATED 35 051 37 381 53 752



INCOME 1999 2000 2001

I. SALES AND SERVICES 47 724 51 517 54 825

A. Turnover 45 784 41 146 46 619

D. Other operating income 1 940 10 371 8 206

IV. FINANCIAL INCOME 2 041 1 372 2 301

A. Income from financial assets 400 448 494

B. Income from current assets 630 114 1 520

C. Other financial income 1 012 810 287

VII. EXTRAORDINARY INCOME 4 444 5 043 20 201

A. Write-back of write-downs on tangible assets 265 501 3

C. Write-back of provisions for risksand extraordinary costs 2 339

D. Capital gains on disposal of fixed assets 114 4 533 20 198

E. Other extraordinary income 1 727 9

X. B. TAX ADJUSTMENTS

AND WRITE-BACK

OF TAX PROVISIONS 1 43 4

TOTAL INCOME 54 211 57 976 77 331

ALLOCATIONS AND WITHDRAWALS 1999 2000 2001

A. PROFIT TO BE ALLOCATED 70 240 75 139 92 300

1. Profit to be allocated for the fiscal year 35 052 37 381 53 752

2. Profit carried forward from theprevious year 35 188 37 758 38 548

C. ALLOCATION TO RESERVES - 3 420 - 3 285 nihil

3. To other reserves - 3 420 - 3 285 nihil

D. PROFIT CARRIED FORWARD - 37 758 - 41 658 - 59 721

1. Profit carried forward - 37 758 - 41 658 - 59 721

F. PROFIT FOR DISTRIBUTION - 29 061 - 30 196 - 32 579

1. Dividends - 29 061 - 30 196 - 32 579

S U M M A R Y O F T H E V A L U A T I O N R U L E S

52 -

The valuation rules comply with the provisions of the Royal Decree of 10 April 1995 concerning real estate investmentfunds.

ASSETS

I. Establishment costs

Establishment costs are depreciated at 20% per fiscal year.

The Managing Agent is allowed to take costs associated with an increase in capital and modification of the articles ofassociation into account during the year in which they are incurred.

Borrowing costs are written off over the life of the loan.

III. Tangible assets

At the time of their application, tangible assets are posted to the accounts at their acquisition value or at the cost priceincluding incidental costs and non-deductible V.A.T.

Buildings under construction are posted to the accounts at the cost price, including incidental costs and non-deductibleV.A.T. as work progresses.

For buildings acquired through a merger, division or addition of a branch of activity, the taxes due on the potentialcapital gains on the companies absorbed are posted under assets and form part of the cost price.

Without prejudice to the obligation under Article 7 of the law of 17 July 1975 concerning company accounting and annualaccounts to establish an inventory at least once a year, Befimmo draws up an inventory every time it issues or buys backshares other than on the stock market.

At the end of each fiscal year, an independent surveyor values the following real estate assets in detail:- buildings and real rights to buildings held by Befimmo or by a real estate company that it controls;- options on buildings held by Befimmo or by a property company that it controls, as well as buildings covered by such

rights.

These valuations are binding on Befimmo when establishing its annual accounts.

Tangible assets are therefore posted to the accounts at the value determined by the surveyor, after all costs, registrationduties and fees have been paid.

Moreover, at the end of each of the first three quarters of the fiscal year, the surveyor updates the overall valuation ofreal estate held by Befimmo or by companies which it controls, in line with developments in the market and the specificcharacteristics of the real estate concerned.

Capital gains realized are directly entered under heading III of liabilities “Revaluation of capital gains”.

By way of derogation from Articles 28(2) and 30 of the Royal Decree of 8 October 1976 on company annual accounts,Befimmo does not depreciate buildings, real rights to buildings or real estate on lease to Befimmo.Maintenance and major repair costs are taken from the provisions already established for this purpose.

Tangible assets other than real estate with a limited useful life are depreciated using the straight line method starting inthe year when they are first posted to the accounts which is considered a full year.If the fiscal year is shorter or longer than 12 months, depreciation is calculated pro rata.

The following annual rates are applied:

Installations and machinery : 20% except :- vehicle : 25 %- leased equipment : duration of the contract- building finishing costs and hired equipment : depreciation covers the stated legal duration of the lease and, where

there is no lease, ten annual instalments.

Acquisitions for a unit price lower than EUR 2,479 before V.A.T. are posted to the year when the acquisition wasmade.

Tangible assets other than real estate without a limitation on their useful life are written down where they depreciateover a long period. They may be revalued.


IV. Financial assets

Financial assets are posted to the accounts at the time they are acquired and at their acquisition value, excludingincidental costs shown in the annual accounts.The Managing Agent is allowed to post incidental costs for major acquisitions on the asset side.

Securities held in the portfolio for which there is a liquid market are valued at their market price.

Fixed-yield securities held in the portfolio for which there is no liquid market are valued on the basis of the market pricethat applies to similar securities with a comparable residual life.

Article 34, sub-paragraph 3 of the Royal Decree of 8 October 1976 concerning company annual accounts does not apply.

Articles 10, 14 (1) and (5), 15, sub-paragraph 1, 16(1) sub-paragraph 1, (2) sub-paragraph 1 of the Royal Decree of8 March 1994 on the accounting and annual accounts of certain open-ended joint investment organizations apply toBefimmo.

Capital gains are directly posted under heading III, “Revaluation of capital gains”, on the liabilities side.

V. Receivables after more than one year

Receivables are posted at their nominal value or at their acquisition price. Write-downs are posted when there is apersistent fall in value.

VII. Receivables within one year

These receivables follow the same rules as for receivables after more than one year.Write-downs are posted when there is a fall in value.

VIII. Short-term deposits

All deposits are posted to the accounts at their acquisition value, excluding incidental costs shown in the profit and lossaccounts. Shares quoted on a stock exchange are valued at the prevailing stock market price.

LIABILITIES

VII. Provisions for risks and costs

Each year the Managing Agent conducts a full examination of provisions previously established, or to be established tocover risks and charges to which the company is subject, and makes the necessary adjustments.

COMMITMENTS AND CLAIMS

The Managing Agent evaluates commitments and claims at the nominal value of the legal undertaking mentioned in thecontract; where there is no nominal valuation or in borderline cases, they are mentioned for information only.

SUPPLEMENTARY PENSION SCHEME

Members of staff benefit from a retirement and survivors pension scheme guaranteeing a pre-defined level of resourcesthat varies in line with their seniority and last salary. The supplementary pension is established partly by a groupinsurance scheme and partly through a legally distinct pension fund. The annual subscription is included under staffcosts and the amount is calculated by a pension fund actuary.

I. ESTABLISHMENT COSTS SITUATION 2001

NET BOOK VALUE AT END OF PREVIOUS PERIOD 3 360


• Depreciations (787)


III. TANGIBLE ASSET SITUATION

FURNITURE OTHER CURRENTAND TANGIBLE ASSETS

VEHICLES ASSETS AND DEPOSITS


NET BOOK VALUE

AT END OF PREVIOUS PERIOD 38 422 003


• Acquisitions(including real estate development) 18 31 704

• Disposals/closure

• Transfer from one heading to another


B. CAPITAL GAINS

NET BOOK VALUE

AT END OF PREVIOUS PERIOD 187 873


• Carried out 23 735

• Cancelled

• Third party obligation


C. DEPRECIATION &

WRITE-DOWNS (–)

NET BOOK VALUE

AT END OF PREVIOUS PERIOD 17 66 840


• Carried out 14

• Written back as surplus (3)

• Cancelled following disposals/closure

• Third party obligation 3 089


D. NET BOOK VALUEAT THE END OF THE FISCAL YEAR 25 595 390

N O T E S T O T H E N O N - C O N S O L I D A T E D

A C C O U N T S (as of 30 September - in thousands of EUR)

54 -



IV. FINA,NCIAL ASSET SITUATION 2001

1. PARTICIPATIONS, SHARES AND SHAREHOLDINGS


NET BOOK VALUE



• Acquisitions 4 862


B. CAPITAL GAINS

NET BOOK VALUE



• Carried out 706



2. RECEIVABLES AND CASH GUARANTEES

NET BOOK VALUE

AT END OF PREVIOUS PERIOD 284

TRANSFERS DURING THE FISCAL YEAR (270)

NET BOOK VALUE AT THE END OF THE FISCAL YEAR 14

VII. DEFERRED CHARGES AND ACCRUED INCOME

VARIOUS COSTS PAID IN ADVANCE 1 344

ACQUIRED INCOME 710


A C C O U N T S (as of 30 September)

56 -

VIII. CAPITAL SITUATION AMOUNT EUR NO. OF SHARES

A. NOMINAL CAPITAL

1. SUBSCRIBED CAPITAL

AT THE END OF THE PREVIOUS PERIOD 111 309 000 7 549 042

CHANGES DURING THE FISCAL YEAR 3 574 000 358 378

AT THE END OF THE FISCAL YEAR 114 883 000 7 907 420

2. BREAKDOWN OF THE CAPITAL

2.1. Categories of ordinary shares

• Ordinary shares 7 907 420

2.2. Registered or bearer shares

• Registered 1 162 179

• Bearer 6 745 241

E. AUTHORIZED CAPITAL NOT SUBSCRIBED (EUR) 111 370 973

G. COMPANY SHAREHOLDER STRUCTURE

ON THE CLOSING DATE FOR THE ACCOUNTS

DECLARANT DATE OF DENOMINATOR TOTAL NUMBER %DECLARATION OF DECLARED

VOTING RIGHTS

Bernheim group companies 03/05/01 790 807 10.00

Alain De Pauw 08/02/00 721 152 9.12

Patrick De Pauw 08/02/00 712 382 9.01

Decia Knowland 08/02/00 422 791 5.35

Dorothée De Pauw 08/02/00 401 404 5.08

Olivia De Pauw 08/02/00 401 404 5.08

Caroline De Pauw 08/02/00 401 404 5.08

Denominator 7 907 420



X. DEBT SITUATION 2001

A. BREAKDOWN OF AMOUNTS PAYABLE AFTER MORE

THAN ONE YEAR BY RESIDUAL PERIOD

FINANCIAL DEBTS

4. Financial institutions 52 806

LONG-TERM DEBT MATURING WITHIN THE YEAR 8 380

OTHER DEBTS 172

B. AMOUNTS PAYABLE WITHIN ONE YEAR

FINANCIAL AND COMMERCIAL DEBTS 104 448

OTHER DEBTS 34 764

C. TAX, SALARY AND SOCIAL SECURITY DEBTS

1. TAXES

b) Tax debts not yet due 2 425

2. REMUNERATIONS AND SOCIAL SECURITY COSTS

b) Other salary and social security debts 119

XI. DEFERRED INCOME AND ACCRUED CHARGES

ACCRUED LIABILITIES 1 814

INCOME TO BE CARRIED FORWARD 16 382

XII. OPERATING RESULTS 1999 2000 2001

A. NET TURNOVER 47 724 51 517 54 825

a) Turnover 45 784 41 146 46 619

b) Other operating income 1 940 10 371 8 206

C1. EMPLOYEES

a) Total number at the year end 5 6 8

b) Average number of employees calculated on a full time basis 4.4 5.4 7.1

c) Effective number of hours worked 5 565 7 219 10 039

C2. STAFF COSTS

a) Remuneration 173 201 277

b) Employers’ contributions 121 60 81

c) Employers’ premiums 11 37 36

d) Other staff costs 26 35 37

F. OTHER OPERATING COSTS

• Taxes 2 231 5 758 4 207

• Other 51 848 469


A C C O U N T S (as of 30 September)

58 -

XIV. EXTRAORDINARY INCOME 1999 2000 2001

A. WRITE-BACK OF WRITE-DOWNS OF FIXED ASSETS

• Hulpe building 3rd level 3

• Ikaros 05A building 102

• Ikaros 04B building 158

• Woluwe Garden B building 241

C. WRITE-BACK OF PROVISIONS

FOR EXTRAORDINARY RISKS AND COSTS 2 339

D. CAPITAL GAINS ON REALIZATION OF FIXED ASSETS

• Trading of portfolio of real estate 114

• M. Thiry I building 2 193

• Sq Louise Flat 3

• M. Thiry II building 2 337

• Van Maerlant building 20 152

• Financial fixed assets 46

E. OTHER EXTRAORDINARY INCOME

• Joseph II building 1 009

• Others 982 9

XV. TAXES ON EARNINGS 2001

A. DETAILS

1. TAXES ON EARNINGS FOR THE FISCAL YEAR

a. Taxes and withholding taxes due or paid 73

b. Surpluses on tax or withholding tax payments booked to the assets (67)

B. MAIN SOURCES OF DISCREPANCIES BETWEEN EARNINGS

BEFORE TAX AND THE ESTIMATED TAXABLE PROFITS

• Taxation system Sicafi accounting result before taxes 53 754

XVI. OTHER TAXES TO BE PAID BY THIRD PARTIES 1999 2000 2001

A. VAT POSTED :

1. To the company (deductible) 739 894 665

2. By the company 1 789 2 027 1 898

B. AMOUNTS WITHHELD TO BE PAID BY THIRD PARTIES FOR :

1. Income tax 61 98 105

2. Withholding tax 2 368 4 273 4 415

XVII. OFF-BALANCE SHEET CLAIMS AND COMMITMENTS

• Receivables that benefit from third party guarantees 554

• Guarantees received 11 796 9 695 7 203

XIX. FINANCIAL RELATIONS

A. THE DIRECTORS AND MANAGERS

Direct and indirect remuneration and pensionpayments charged to the profit and loss accounts,provided that this item does not relate exclusivelyor principally to the situation of a singleidentifiable person:

- statutory managing agent 715 780 1 103

D E T A I L S A B O U T T H E N O N - C O N S O L I D A T E D

A C C O U N T S (in thousands of EUR)


NOTES

1. An overview that better corresponds to the Sicafi operating under "normal" conditions is given on pages 26-27 of thisreport in the chapter entitled “Business Outlook and Dividend Policy”.

2. For 2001, extraordinary income includes the transfer of a revaluation gain of EUR 4,838,000.

3. Taken individually, the figures as of 30 September 1999 may be difficult to compare.This is because of the mergers of 23 December 1998. Not only did these mergers result in the doubling of companyassets, but they also led to a number of extraordinary operations. Their retroactive effect as of 1 October 1998introduces the accounting parameters of the absorbed companies into the Befimmo accounts for the period from1 October 1998 to 23 December 1998.

4. Thus, turnover for 1999 includes reinvoicing for a total of EUR 3.47 million.For comparison purposes, this amount has been reclassified as “other operating income”.

5. The figures mentioned for 1999 correspond to those published by the National Bank last year.However, they differ from the 1999 annual report following the reclassification of a sum of EUR 2.3 million.This amount was previously entered as a deduction under “other operating costs”. It was subsequently reclassified inthe annual accounts and in this report as “extraordinary income”. It corresponds to the cancellation of a provision.

DETAILS 2001

Other debts

Coupons payable 33 116

Managing agent’s remuneration 1 103

Other third party debts 544

Rents received in advance –

Guarantees received –

Other operating income

Advance levies on income derived from real estate recovered 2 105

Office tax, insurance recovered 641

Other general expenses recovered 4 817

Other operating costs

Property tax 2 882

Local tax 1 014

Miscellaneous tax 312

CASH FLOW

STATEMENT (as of 30 September - in thousands of EUR)

60 -

1998-99 1999-00 2000-2001

Profit for the fiscal year 35 051 37 381 53 752

Depreciation and write-downs on costs 1 186 552 833

CASH FLOW 36 237 37 933 54 585

CHANGE IN WORKING CAPITAL 7 147 20 215 - 16 781

OPERATIONAL CASH FLOW 43 384 58 148 37 804

Dividends - 29 061 - 30 196 - 32 579

AVAILABLE CASH FLOW 14 323 27 952 5 225

Acquisitions of intangible assets - 4 092 36

Acquisitions of tangible assets - 274 628 13 497 52 367

Acquisitions of financial assets - 118 518 5 298

INVESTMENT OPERATIONS - 278 838 14 015 - 57 701

EQUITY INCREASE 176 082 11 104 24 907

FINANCING NEEDS - 88 433 53 071 - 27 569

Cash investments - 1 000 - 54 500

Cash and liquid assets - 3 172 4 280 129

Financial debts over one year 69 566 - 8 380 - 8 380

Financial debts > 1 year maturing within the year - 11 452

Financial debts < 1 year 33 491 - 47 971 90 320

SOURCE OF FINANCING 88 433 - 53 071 27 569

D E B T S A N D G U A R A N T E E S (in thousands of EUR)


DETAILS OF DEBTS AND OTHER MORTGAGES GRANTED AS WELL AS GUARANTEES AND COLLATERAL OBTAINED OR GRANTED

DEBTS OVER ONE YEAR WITH CREDIT INSTITUTIONS

Amount : 52 806

Type of credit : Long-term loan agreements

Repayment : 30 June 2007 7 313 to Banque Artesia30 June 2007 7 317 to KBC Bank15 January 2009 38 176 to Fortis Banque

OTHER DEBTS UP TO ONE YEAR MAXIMUM

Amount : 8 380 1 463 to Banque Artesia1 464 to KBC Bank5 454 to Fortis Banque

DEBTS UP TO ONE YEAR MAXIMUM WITH CREDIT INSTITUTIONS

COMMERCIAL PAPER PROGRAMME

Befimmo has set up a commercial paper programme with investors.

The amount of the programme is EUR 125 million; this programme enables it to cover its short-term cash needs withflexibility and at less cost. It has been set up with the Banque Dexia, which is the lead manager for the facility; the otherbanks participating are Fortis and Artesia.

As at the end of the fiscal year, 30 September 2001, the outstanding amount was 85 342.

OTHER SHORT-TERM BORROWINGSAmount : 15 040 (maturing 8 October 2001).

OBTAINED GUARANTEES

Amount : 2 981

Form : Guarantee received from Bernheim-Comofi covering a dispute with the tax authorities.A debt-claim for the same amount on the tax authorities is listed in the balance sheet as an asset.

GRANTED GUARANTEES

- In connection with the acquisition of the Ikaros buildings, Befimmo has granted Payment guarantees to Codic coveringthe buildings of which it has taken delivery but not yet paid.

- 905 in favour of the Belgian State: Property dealer.

R E P O R T O F T H E S T A T U T O R Y A U D I T O R

62 -

Report of the statutory auditor for the year ended September 30, 2001to the Shareholders’ Meeting of the company C.V.A./S.C.A. Befimmo

DELOITTE & TOUCHEReviseurs d’EntreprisesLange Lozanastraat 270B-2018 Antwerp

To the shareholders,

In accordance with legal and statutory requirements, we are pleased to report to you on the audit assignment which youhave entrusted to us.

We have examined the annual accounts for the year ended September 30, 2001, which have been prepared under theresponsibility of the Board of Directors and which show a balance sheet total of EUR 699,167,(000) and an incomestatement resulting in a profit for the year of EUR 53,752,(000).In addition, as required by law, we have performed specific additional audit procedures.

UNQUALIFIED AUDIT OPINION ON THE FINANCIAL STATEMENTS

Our examination has been conducted in accordance with the auditing standards of the “Institut des Reviseursd’Entreprises/ Instituut der Bedrijfsrevisoren”. Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the annual accounts are free of material misstatement and are in compliance withthe Belgian legal and regulatory requirements.

In accordance with these standards we have taken into account the administrative and accounting organization of yourcompany as well as the procedures of internal control. The responsible officers of the company have clearly replied to allour requests for information and explanations. We have examined, on a test basis, the evidence supporting theamounts included in the financial statements. We have assessed the accounting policies used, the significant estimatesmade by the company and the overall presentation of the annual accounts. We believe that our audit provides areasonable basis for our opinion.

In our opinion, taking into account the legal and regulatory requirements that govern them, the annual accountspresent fairly the financial position of the company as of September 30, 2001 and the results of its operations for theyear then ended. The supplementary information given in the notes is adequate.

ADDITIONAL CERTIFICATIONS (AND INFORMATION)

We supplement our report with the following certifications which do not impact on our audit opinion on the financialstatements:

- The directors’ report includes the information required by the law and is in accordance with the financial statements.In this annual report the Board of Directors – in accordance with Article 524 (formerly 60bis) of the Companies Code –informed you about the contract of real estate and project management concluded between Befimmo CVA and SogeproNV, the latter of which is a branch of Bernheim Group. This agreement concerns nearly the entire real estate portfolio ofBefimmo and encompasses property management, rent management and organization of technical maintenance.In accordance with Article 524 of the Companies Code a committee, consisting of three members of the Board ofDirectors who had no interest in the transaction and one independent expert, concluded that regrouping ofmanagement contracts under Sogepro is advantageous to both Befimmo and all its shareholders. They also confirmedthe absence of any advantage to a shareholder in the nature of preferential direct or indirect commission.On this subject we do not have further comments.

- Without prejudice to certain formal aspects of minor importance, the accounting records are kept in accordance withthe applicable Belgian legal and regulatory requirements.

- In the course of our examination, no transaction or decision in violaton with the articles of Association of the Companyor the Company Law came to our attention. The appropriation of the results proposed to the General Meeting is inaccordance with legal and statutory requirements.

Antwerp, November 26, 2001

The Statutory Auditor

DELOITTE & TOUCHEReviseurs d’Entreprises SC s.f.d. SCRL

Represented by Jos VLAMINCKX

BERNHEIM-COMOFI SUPPORT MISSIONS

In accordance with Article 524 of the Companies Code, Befimmo concluded a non-exclusive framework agreement withSogepro, a subsidiary of the Bernheim group, for the management of its real estate assets. This agreement coversvirtually the entire Befimmo portfolio and concerns owner management, tenant management and the organization oftechnical maintenance.

Each building is the subject of a specific amendment with an initial duration of three years reflecting these specificcharacteristics. These amendments may then be terminated on an annual basis by either party, Sogepro or Befimmo.

For the fiscal year to 30 September 2001, this cost Befimmo EUR 0.27 million net.

In its day-to-day management, and with a view to achieving economies of scale, Befimmo also has access to certainservices provided by the Bernheim group: legal, fiscal, social, IT and the sharing of infrastructures such as premises,reception, telephones, etc.

All of these services are subject to invoicing at market conditions. For the fiscal year to 30 September 2001, Befimmowas invoiced an amount of EUR 0.4 million for these services.

In the context of extraordinary transactions, such as growth operations, Befimmo sometimes calls on the resources ofthe Bernheim group to help it develop these special projects. The services provided by the Bernheim group can beremunerated either by a "success fee" or on an hourly basis. In this case, there is an hourly rate of EUR 300 (excl. VAT),comparable to the rates charged by lawyers or auditors. For the fiscal year to 30 September 2001, Befimmo had paid outa total of EUR 0.7 million for the development of three projects, two of which were seen through to a successfulconclusion.

REPORT DRAWN UP IN APPLICATION OF ARTICLE 524 OF THE COMPANIES CODE

With regard to the conclusion of a management contract and a project management contract between Befimmo SCAand Sogepro SA, the procedure set out in Article 524(1) of the Companies Code was applied and the independentdirectors concluded that: "The agreements proposed will benefit the company and its shareholders and do not confer anybenefits of the nature of special remuneration for a shareholder".

AUDITOR’S FEES

The auditor’s fees total EUR 22,781.41 (including VAT) for the fiscal year.

In addition, Befimmo S.C.A. entrusted the auditor with specific missions in the context of the due diligence performedat the time of major growth operations. For these missions, the total remuneration of the auditor was EUR 69,674.22(including VAT).

O B L I G A T O R Y I N F O R M A T I O N


FISCAL YEAR 2 0 0 1

S U M M A R Y

g e n e r a l i n f o r m a t i o n - 65

General information 65

Identification 66

Registered capital 67

The founder of Befimmo S.C.A 68

«Société en commandite par actions» 68

Name and qualifications of the experts 68

G E N E R A L I N F O R M A T I O N

O N B E F I M M O S . C . A . A N D I T S C A P I T A L

66 -

1. IDENTIFICATION

1.1. COMPANY NAME

BEFIMMO S.C.A. a Sicaf incorporated under Belgian law

1.2. REGISTERED OFFICE

Chaussée de la Hulpe 166 – 1170 BRUSSELS.This can be transferred by simple decision of the managing agent to anywhere in Belgium.

1.3. LEGAL FORM

Société en commandite par actions under Belgian law.

1.4. FORMATION

BEFIMMO S.C.A was founded on Wednesday 30 August 1995 by a deed executed before Gilberte RAUCQ, notarypublic in Brussels, and published in the Annexes to the Official Journal of 13 September 1995 under the number950913-24.

The coordinated articles of association have last been modified on 11 October 2001.

1.5. DURATION

BEFIMMO S.C.A. has been established for an indefinite period.

1.6. TRADE REGISTER

BEFIMMO S.C.A. is registered in the Trade Register in Brussels under the number 594.182.

1.7. COMPANY’S OBJECT (ARTICLE 5 OF THE ARTICLES OF ASSOCIATION)

The principal aim of BEFIMMO S.C.A. is the investment of capital collected from the public in “real estate” assets,as defined in Article 122(1) indent 1 – 5 of the law of 4 December 1990 on financial operations and the financialmarkets.

Real estate assets are understood to mean:

- buildings as defined in Article 517 et seq. of the civil code and the rights in rem on buildings;

- shares with voting rights issued by affiliated real estate companies;

- option rights on buildings;

- shares in other undertakings investing in real estate, in accordance with Article 120(1) indent 2 or Article 137 of thesaid law of 4 December 1990;

- real estate certificates covered by Article 106 of the said law;

- the rights of BEFIMMO S.C.A on one or more assets under real estate leasing contracts;

- as well as other assets, shares or rights which fall within the definition of real estate assets under the royal decreesexecuting the law of 4 December 1990 on financial operations and the financial markets.

BEFIMMO S.C.A. may, however, on an ancillary or temporary basis, invest in securities other than those defined inthe preceding indent, in accordance with the terms and conditions set out in Article 6.2. of its articles ofassociation, and hold liquid assets. These investments and the holding of liquid assets must be the result of aspecial decision by the managing agent, justifying their ancillary or temporary nature. The holding of securitiesmust be compatible with the implementation in the short or medium-term of the investment policy describedabove. The said securities must in addition be listed on a regulated, recognized stock exchange that is open to thepublic. Liquid assets may be held in whatever currency by way of sight or term deposits or any money marketinstruments with a high degree of liquidity.

- BEFIMMO S.C.A. can acquire personal property and real estate necessary to the accomplishment of its object.

BEFIMMO S.C.A. can take any measures and carry out all operations, in particular those covered in Article 6 of itsby laws, that it considers useful for the accomplishment and development of its object, subject to the fact that legalprovisions governing it are respected.

BEFIMMO S.C.A cannot change its company’s object by application of Article 70a of the coordinated laws ontrading companies; that provision does not apply to closed-end mutual funds, in accordance with Article 119(4) ofthe law of 4 December 1990 on financial operations and the financial markets.

g e n e r a l i n f o r m a t i o n - 67

1.8. PLACES WHERE PUBLICLY ACCESSIBLE DOCUMENTS CAN BE CONSULTED

• The articles of association of BEFIMMO S.C.A. and of Befimmo S.A. can be consulted at the Clerk’s Office of theBrussels Commercial Court and at the registered office.

• The corporate financial statements will be deposited at the Banque Nationale de Belgique and may be consultedat the Clerk’s Office of the Brussels Commercial Court.

• The annual accounts as well as the relative reports of BEFIMMO S.C.A. are sent every year to registeredshareholders as well as to any other person requesting a copy.

• The decisions concerning the appointment and dismissal of the members of the governing bodies of BefimmoS.A. are published in the Annexes to the Belgian Official Journal.

• Financial notices concerning BEFIMMO S.C.A are published in the financial press.

The other documents accessible to the public and referred to in the prospectus can be consulted at the registeredoffice of BEFIMMO S.C.A.

2. REGISTERED CAPITAL

2.1. ISSUED CAPITAL

As of 30 September 2001, the company capital totaled EUR 114,883,000. It was represented by 7,907,420 fully paid-up no par value shares.

2.2. AUTHORIZED CAPITAL

The managing agent is authorized to increase the capital in one or more operations to EUR 111,370,973. This capitalincrease may be performed as a cash contribution, a contribution in kind or by the incorporation of the reserves.

Authorization was given on 12 December 2000 for a period of five years. This period may be renewed one or moretimes by the General Assembly of Shareholders, ruling in the conditions laid down by law.

2.3. CHANGES TO THE CAPITAL SINCE 30 SEPTEMBER 2000 (IN EUR)

AMOUNT NUMBEROF SHARES

as of 30 September 2000 EUR 111 309 000 7 549 042

12 December 2000 - Merger WETINVEST EUR 61 973 230 886

22 March 2001 - Merger BASTIONEN LÉOPOLD EUR 3 512 027 127 492

as of 30 September 2001 EUR 114 883 000 7 907 420

2.4. STRUCTURE OF THE SHAREHOLDING (AS OF 30 SEPTEMBER 2001)

DECLARANTS DATE NUMBER OF %VOTING RIGHTS

DECLARED

Bernheim group companies 03/05/01 790 807 10.00

Alain De Pauw 08/02/00 721 152 9.12

Patrick De Pauw 08/02/00 712 382 9.01

Decia Knowland 08/02/00 422 791 5.35

Dorothée De Pauw 08/02/00 401 404 5.08

Olivia De Pauw 08/02/00 401 404 5.08

Caroline De Pauw 08/02/00 401 404 5.08

68 -

3. THE FOUNDER OF BEFIMMO S.C.A.

BEFIMMO S.C.A. was set up on the initiative of Bernheim-Comofi S.A.

Bernheim-Comofi S.A. is a public limited company under Belgian law and has its registered office at chausée de laHulpe 166, 1170 Brussels.

CAPITAL AND SHAREHOLDERS :

As of 31 December 2000, the capital of Bernheim-Comofi S.A. was EUR 164,320,000 and was represented by5,284,354 shares. As of 31 December 2000 the total consolidated equity was EUR 264,387,000.

Bernheim-Comofi S.A. is a subsidiary of Security Capital Group, which is listed on the New York Stock Exchange.

4. SOCIÉTÉ EN COMMANDITE PAR ACTIONS

BEFIMMO S.C.A.’s legal structure is of “Société en commandite par actions”. It is similar too but different from apartnership limited by shares.

An S.C.A. is made up of two categories of partners.- the acting partner whose designation appears in the business name and who has unlimited liability for the

company’s commitments;

- the partners or shareholders who are liable only for the amount of their contribution and are not jointly and severally liable.

Moreover, the management of an S.C.A. is carried out by one or more managers.

In the case of BEFIMMO S.C.A., the acting partner is Befimmo S.A. which also has sole management responsibilityin accordance with the articles of association of the Sicafi.

Befimmo S.A. is wholly owned by the BERNHEIM Group.

5. NAME AND QUALIFICATIONS OF THE REAL ESTATE EXPERTS USED BY BEFIMMO S.C.A.

BEFIMMO S.C.A. uses several real estate experts, namely CB Richard Ellis, Healey & Baker and Winssinger &Associés.

These are real estate companies with specialized knowledge of the market and which enjoy a first-class reputationworldwide.

= Shareholders

BEFIMMOS.C.A.

Partners

Befimmo S.A. = Sicafi

Acting

Partner

Manager =

Design-realization : CHRIS COMMUNICATIONS S.A.Photography : J.-M. Byl, Tony Stone, Image Bank.

Photoengraving and photosetting : SNEL GRAFICS.Printer : SNEL GRAFICS.

K E Y D A T E S FOR SHAREHOLDERS

Ordinary General Meeting 2001 11 December 2001

Payment of the 2001dividend at the countersof the banks Artesia, BBL and Fortis upon presentation Fromof coupon n° 7 19 December 2001

Publication of the bookvalue asof 31 December 2001 2 March 2002

Publication of thei.e. first-half results andbook value asof 31 March 2002 7 May 2002

Publication of the book value as of 30 June 2002 20 August 2002

Publication ofthe full year results and the book value asof 30 September 2002 16 November 2002

Ordinary General Meeting 2002 10 December 2002

BEFIMMO S.C.A.Partnership limited by shares

Registered Office:

166 Chaussée de La Hulpe, 1170 Brussels

Brussels Company Register n° 594182

Tel. +32 2 679 38 60 - Fax +32 2 679 38 66

E-mail [email protected]

www.befimmo.be

Befimmo s.c.a.166 ch. de La Hulpe1170 - BrusselsTel.: 32 2 679 38 60Fax : 32 2 679 38 [email protected]

Befimmo s.c.a.166 ch. de La Hulpe1170 - BrusselsTel.: 32 2 679 38 60Fax : 32 2 679 38 [email protected]

annual report 2001 - bib.kuleuven.be · (1) current rules oblige us to communicate both the sale...

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