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first half (english)01 30/1/07 12:12 pm Page 1 Eurocommercial Properties N.V. Annual Report 30 June 2001 first half (english)01 30/1/07 12:12 pm Page 2 page 1 Contents The year in brief / Corporate Profile page 2 The year in brief Net income increased by 17% to EUR 33 million Shareholders’ equity increased by 17% to EUR 534 million Property investments increased by 32% to EUR 1,014 million Dividend per share increased by 6% to EUR 1.33 02 The year in brief Net asset value per share increased by 5% to EUR 20.92 Corporate Profile 03 Investment Aims and Portfolio Spread Property sold EUR 69 million 04 Key Financial Information 05 Report of the Board of Supervisory Directors 06 Report of the Board of Management Corporate Profile Property Portfolio 14 Retail Eurocommercial Properties N.V. (“the Company”) is a quoted Netherlands company approved and 38 Office supervised by The Central Bank of The Netherlands to act as an Investment Institution. It changed its 46 Warehouse name from Schroder European Property Fund N.V. in May 2001 to reflect the integration of its management team following the earlier termination of the portfolio management agreement with the Financial Statements Schroder Group. The Company invests in retail, office and warehouse properties exclusively in the 53 Consolidated Balance Sheet European Union and, as it qualifies as a fiscal investment institution (fiscale beleggingsinstelling), it 54 Consolidated Profit and Loss Account is subject to a nil rate of Dutch corporate income and capital gains tax, provided it meets certain 55 Consolidated Cash Flow Statement conditions. The Company currently pays out 100% of its distributable profit which shareholders have 56 Notes to the Consolidated Financial Statements the option of taking as a cash dividend or in the form of bonus shares from the share premium 67 Company Balance Sheet reserve. Cash dividend is subject to 25% Netherlands dividend withholding tax, which non resident Company Profit and Loss Account shareholders may be able to reduce under the relevant tax treaty and/or any credit against their local 68 Notes to the Company Financial Statements tax liability. The issue of the bonus shares is not subject to Netherlands dividend withholding tax. Cover: The Company’s logo is based upon a real 71 Other Information Roman coin, a denarius of about 30BC showing the The Company is listed on the Euronext Stock Exchange (Amsterdam, Brussels and Paris) and its temple of Divus Julius, the remains of which can 74 Directory shares may be bought or sold through any stockbroker. still be seen in the Forum. first half (english)01 30/1/07 12:12 pm Page 4 page 3 Investment Aims and Portfolio Spread Key Financial Information (consolidated) page 4 Investment Aims and Portfolio Spread Key Financial Information (consolidated) Eurocommercial Properties N.V. is a long term property investment company focussing on For the financial year ended 30-6-2001 30-06-00 30-06-99 30-06-98 30-06-97 30-06-96 30-06-95 30-06-94 30-06-93 30-06-92 hypermarket anchored shopping centres and other prime European Union retail property in which it Profit and Loss Account (X EUR ‘000) has accumulated considerable expertise, particularly in France and Italy. Retail assets now represent Net rental income 56,775 43,062 32,541 26,394 20,619 17,785 15,189 12,161 9,682 8,474 about 81%* of the portfolio with the balance invested in offices (15%)* and warehouses (4%)*. Net interest expense (19,227) (9,487) (5,549) (4,122) (3,540) (5,097) (2,722) (263) 2,498 3,404 The Company’s shopping centre acquisition programme is continuing with further purchases Company expenses (4,643) (5,525) (4,062) (3,471) (2,748) (2,273) (2,357) (2,024) (2,219) (1,770) planned in Italy. Scandinavia has also been targeted as the Company’s third major retail market Net income following the successful investments in Denmark and Sweden. (direct investment result) 32,888 28,048 22,905 18,862 14,320 10,444 10,095 9,513 10,019 10,199 Balance Sheet - before income appropriation (X EUR ‘000) Total assets 1,062,207 786,574 533,566 463,502 357,336 267,343 236,693 249,531 226,675 254,042 Property investments 1,013,753 766,677 509,552 387,235 280,066 233,742 194,036 167,188 118,540 127,306 Sector spread* Country spread* Cash and deposits 22,016 1,949 8,802 57,336 67,068 26,832 34,469 74,654 91,190 123,180 retail office warehouse Borrowings 463,729 269,369 131,397 121,892 129,704 107,456 87,889 98,830 83,626 97,413 Shareholders’ equity 534,336 458,462 372,418 323,589 211,429 143,438 136,647 143,684 140,091 154,052 Indirect investment result 24,421 44,637 35,106 34,495 8,902 39 (7,057) 4,152 (13,906) (29,266) Number of depositary receipts representing shares in issue 25,544,853 23,038,762 19,575,700 18,876,549 13,810,930 9,566,064 9,446,595 9,446,595 9,446,595 9,446,595 Denmark 2% Per depositary receipt information* (EUR) Retail 81% France 41% Net asset value Office 15% Italy 51% France 19% France 66% (before income appropriation) 20.92 19.90 19.02 17.14 15.31 14.99 14.47 15.21 14.83 16.31 Warehouse 4% Sweden 6% The Netherlands 81% The Netherlands 34% Direct investment result 1.32 1.28 1.19 1.10 1.18 1.09 1.07 1.01 1.06 1.08 Indirect investment result 0.98 2.04 1.82 2.02 0.74 0.00 (0.75) 0.44 (0.15) (0.31) *These figures include post balance date acquisitions and disposals referred to later in this report Dividend 1.33 1.26 1.19 1.13 1.11 1.09 1.07 1.07 1.07 1.07 Property information Sector spread (%) Retail 77 74 62 65 63 58 56 64 54 38 Office 19 23 34 30 30 36 41 34 44 60 Warehouse 4 345763222 100 100 100 100 100 100 100 100 100 100 Stock market prices Last sale at the end of June on the Amsterdam Stock Exchange. (EUR; depositary receipts) 18.85 18.40 20.40 18.38 17.88 14.38 12.80 12.84 12.48 12.71 * Note The Company’s shares are listed in the form of bearer depositary receipts on the Euronext Stock Exchange number of depositary receipts over the year is 24,943,097. The per depositary receipt information shown above (Euronext Amsterdam). 1 depositary represents 10 ordinary shares. for the previous financial years is the information taken from the relevant annual reports. The calculation of the direct and indirect investment results is based on the weighted average of the number of The dilutive effect of the outstanding stock options is minimal, because of the limited quantity of stock depositary receipts representing the ordinary shares in issue over the year using the standard Netherlands involved and the exercise price of EUR 18.00 which is close to the average market price for the period. formula. This allows for the fact that, although payment for newly issued shares was made during the respective Accordingly, no additional information on the diluted direct and indirect results is presented. Herengracht, Amsterdam. A view showing the Company’s head office. financial year, they ranked for dividend from the start of the respective financial year. The weighted average first half (english)01 30/1/07 12:12 pm Page 6 page 5 Report of the Board of Supervisory Directors Report of the Board of Management page 6 Report of the Board of Supervisory Directors Report of the Board of Management To the General Meeting of Shareholders We are pleased to present the annual report of Eurocommercial Properties N.V. for the financial year ECONOMIC BACKGROUND AND MARKET REVIEW ending 30 June 2001, as drawn up by the Board of Management. The auditors, Ernst & Young, have examined the financial statements and have issued an unqualified report thereon. We recommend FINANCIAL RESULTS that you adopt the financial statements. We support the proposal of the Board of Management to distribute a cash dividend of EUR 1.33 per PROPERTY PERFORMANCE depositary receipt (10 ordinary shares) for the financial year ending 30 June 2001. We also support the offer, at the option of the holders of depositary receipts, of a scrip issue to be charged to the PORTFOLIO CHANGES share premium reserve as an alternative to the cash dividend. During the year under review there were four meetings of the Supervisory Board which meetings OUTLOOK AND INVESTMENT PLANS FOR NEXT YEAR were always attended by the members of the Board of Management. In addition to those meetings there was regular contact between the Supervisory Board members and the members of the Board of Management. Amongst the topics discussed were property and financial markets, management and financial accounts, funding, currency and dividend policy, the system of internal controls, the Euro and remunerations levels and systems. The name change to Eurocommercial Properties N.V. was also discussed and agreed upon unanimously. At the Annual General Meeting of Shareholders held on 7 November 2000, Mr W.G van Hassel was reappointed as member of the Supervisory Board. At the Extraordinary General Meeting of Shareholders held on 3 April 2001 the Articles of Association of the Company were amended to include the new name and the redenomination of the share capital into Euros.