Banimmo 'A' : 20170228 consolidated yearly results 2016

PRESS RELEASE

Regulated information Brussels, 28 February 2017 5:40pm

Consolidated results as of 31 December 2016

• Sales of €162.6 million (mainly Marché St-Germain and Alma Court)
• EBIT of €59.4 million
• Write offs for €42.4 million
• Net current result of €34.4 millions
• Net loss of €15.4 million
• Urbanove: receivables fully written off
• Strong decrease in net financial debt down to €135 million, and LTV of 49.5%
• Adjusted Net Asset Value1 at €7.3 per share
• Existing portfolio of 155,000 sq. m and land reserve allowing the development of up to 290,000 sq. m

1. SALE AND RENTAL ACTIVITIES

   The overall occupation rate for the portfolio decreased, going from 78.1% on 31 December 2015 to 70.4% on 31 December 2016, because of sales completed during the financial year of the Alma Court and Marché Saint-Germain buildings, which were fully rented out. The only significant vacancies in the portfolio as of the end of 2016 were for the North Plaza (14,000 sq. m) and Diamond (5,300 sq. m out of a total of 14,300 sq. m) buildings. There was no significant rental in Belgium or in France over the course of the year.

2. DEVELOPMENT ACTIVITIES, ACQUISITIONS, AND SALES

3. Development activities

   At the Marché Saint-Germain site (4,600 sq. m), renovations were completed at the end of the year and the opening was in December. As a reminder, 100% of commercial space has been rented. This asset was sold at the end of the year (see 2c. Divestments).

   At the Verpantin site (4,700 sq. m), Banimmo has gone forward with exchanging certain commercial spaces with co-owner Leclerc. This exchange was a pre-requisite for starting renovation of the site, which began at the end of 2016. This will include technical work and work on the facade, as well as in communal areas of the gallery. This work will take place with the current renters remaining in situ.

   1 see definition § 6

   For the Athena Business Center site in Vilvoorde, Belgium, Banimmo began the procedure for changing the zoning in June 2016. The buildings on this 5-hectares site are currently used as warehouse and office space. With this procedure that Banimmo has started, the company would like this site zoned as residential, to include 250 housing units (apartments, single-family homes, etc.). This new development is called 'Groenloo'. The City of Vilvoorde confirmed the community planning project (RUP) in January 2017 and it is expected to be completed in the second half of 2017. Development work may begin mid 2018.

4. Acquisitions

   On 23 September 2016, Banimmo took delivery of a business complex located in Anglet (in France's Pyrénées-Atlantiques department). This newly built property complex is part of a mixed-use project with around 5,100 sq. m of shops on the ground floor of residential buildings in this renowned seaside resort town with a population of 40,000 in the Bayonne-Biarritz region. The complex was acquired as an off-plan sale signed in 2015. The purchase price was

   €17.4 million, mainly financed through a loan from Banque Palatine (BPCE Group). Banimmo launched the pre-marketing in early 2016, and 57% of the space has already been rented so far, including 1,100 sq. m by a Leclerc supermarket.

5. Divestments

   For the situation of the Urbanove joint venture, of which Banimmo holds 44% alongside the SRIW and other public investors (NamurInvest, Meusinvest, and Invest Services), Besix, and the bank Degroof Petercam, we have the following comments:

   • Following the legal reorganisation procedure (Belgian PRJ) of Urbanove Group, on 22 December 2016 the Brussels Commercial Court approved the PRJ plans. These plans provide for Besix Red (the real estate development division of Besix) to purchase the 'Le Côté Verre' project in Namur and for the company City Mall to purchase the 'Au fil de l'Eau' project in Verviers.

   • In December 2016, Banimmo confirmed that it had written off all of its receivables, including interest, in the amount of €27.7 million.

     Several sales were initiated in the first half of 2016 and were completed in the second half of 2016.

     • On 30 September 2016, Banimmo finalised the sale of 100% of shares of the company Alma Court Invest to an institutional investor. This company owns an office building developed by Banimmo, located in Zaventem (just outside of Brussels). This building includes 16,000 sq. m spread across 7 above-ground floors, as well as 280 parking spots below ground. The building is entirely rented out to different tenants. The net seller price is based on an asset value around €30 million. In accordance with the transaction, Banimmo will have to provide a rent guarantee to cover the possible departure of certain tenants. This provision was set by the company at €1.5 million.

     • On 25 November 2016, the company Paris Marché Saint-Germain signed the sale contract for the Marché Saint-Germain building for a net seller price of nearly

       €130 million. As a reminder, this building was acquired in 2009 and went through a major renovation that began at the start of 2015.

     • At the end of 2016, Banimmo sold its 50% stake in the Cauchy B project in Namur to its partner, Thomas et Piron Bâtiments. Banimmo is keeping its 50% stakes in the Cauchy A and Cauchy C projects.

     These sales bring the volume of sales to €162 million.

     In addition to these completed sales, the sale process for the Halle Secrétan in Paris is coming along nicely, with a sale agreement signed by an institutional investor in October 2016. This sale should be complete by mid-2017.

     Lastly, the sale of the company Tervueren Invest NV, which owns the Desguin building, was completed in February 2017 (see 7. Post-closing items)

     These sales are part of the sales plan for €190 million, which is an aspect of the strategy proposed by CEO Patrick Mertens and approved by the Banimmo Board of Directors. This strategy has allowed the company to shed a large share of its debts, with the overall debt ratio (defined as net financial debt/balance sheet total) went from 71.1% on 30 June 2016 to 49.5% on 31 December 2016.

6. BANK FINANCING

   Banimmo and the banks participating in the €120 million syndicated credit facility implemented in September 2011 (ING and KBC) reached a new one-year financing agreement that replaced the syndicated credit facility that expired on 5 September 2016.

   This new credit facility stipulates that the current outstanding balance of €77 million will be progressively paid off by 31 October 2017, mostly through three asset sales: the Marché St- Germain and the Halle Secrétan in Paris, and the Alma Court building in Brussels.

   Sales completed in 2016 brought the outstanding balance down to €46.9 million by the end of 2016. Following the sale of Tervueren Invest in February 2017 (see 7. Post-closing events), this total came down to €40.5 million.

   New sales and refinancing will be arranged by October 2017 to ensure complete repayment within the set timeframe.

   In the future, bilateral loans will finance the group's operations.

7. CHANGES AND APPOINTMENTS TO THE BANIMMO BOARD OF DIRECTORS AND MANAGEMENT

At the 7 December 2016 board meeting, two independent directors were appointed:

• Catherine Sabouret, a former partner at PWC and current director at Chargeurs

• Didier Malherbe2, a senior executive in the pharmaceutical industry and also a director for the Belgian Foreign Trade Agency, the Union Wallonne des Entreprises (UWE), and the Université Catholique de Louvain (UCL)

  After approval of the severe restructuring measures proposed by CEO Patrick Mertens, the Board of Directors wished to give Banimmo a new boost to help the company grow and achieve its long-term strategy.

  Important decisions were taken to start this transition:

• Damien Darche joined the Executive Committee on 2 January 2017 as Chief Operating Officer. He has a civil engineering degree from UCL and has been working at Banimmo since 2001. He replaced Filip De Poorter, who left the company on 31 January 2017.

• Philippe Opsomer3 also joined the Executive Committee on 2 January 2017 as Chief Financial Officer. In the recent past, he was CFO at Immobel for 8 years. He holds a

2 Permanent representative of the company Access & Partners sprl

3 Permanent representative of the company Asap Consulting sprl

Master in Business Engineering from the Solvay Business School at ULB. He replaced Cedric De Laet, who left on 17 February 2017.

They will join Patrick Mertens de Wilmars4, CEO of Banimmo, Olivier Durand, Chairman of Banimmo France, and André Bosmans5, Secretary General, in implementing the new strategy for the company.

The strategy approved by the Banimmo Board of Directors focuses on consolidating the company's portfolio, the further decrease of fixed costs, adding new equity, and returning to Banimmo's core business: retail redevelopment in city centres in France and office (re)development in Belgium. Banimmo will do this by utilising its major real estate reserves for built-to-suit projects.

4 Permanent representative of the company Wimer Consult scs

5 Permanent representative of the company Andre Bosmans Management sprl