welcome ! Shelf-Registration Document 2011 Mercialys – 2011 Shelf-Registration Document 10, rue Cimarosa - 75016 Paris Tél. : +33 01 53 70 23 20 E-mail :
[email protected] www.mercialys.com www.mercialys.com Shelf-Registration Document 2011 summary Summary 1. Business review (Financial statements for the year ended December 31, 2011) An excellent year in 2011: robust performance and growth throughout the year . 4 A year during which Mercialys stepped up its value creation strategy further . 4 A year confirming the solidity of Mercialys’s business model . 5 2. Financial report Financial statements . 7 Review of activity in 2011 and lease portfolio structure . 10 Review of consolidated results . 12 Subsequent events . 19 Outlook . 19 Review of the results of the parent Company, Mercialys SA . 20 Subsequent events following the Board of Directors meeting of February 9, 2012 that approved 2011 financial statement . 21 3. Portfolio and Valuation Portfolio valued at Euro 2,640 million at December 31, 2011 . 22 A diversified portfolio of retail assets . 24 Presence in areas with strong growth potential . 25 4. Stock market information Trading volume and share price over the last 18 months (source: Euronext Paris) . 31 Breakdown of share capital and voting rights at January 31, 2012 . 32 Crossing of share ownership thresholds . 32 Share buy‑back program . 33 Shareholders’ agreement . 35 Dividend policy . 36 Communication policy . 37 5. Corporate Governance Board of Directors and Executive Management . 38 Statutory Auditors . 56 Chairman’s Report . 58 Statutory Auditors’ report prepared in accordance with Article L 225. ‑235 of the French Commercial Code (“Code de commerce”), on the report prepared by the Chairman of the Board of Directors of Mercialys .