Gecina Reference document 2013 2013document Reference Reference document Including the Annual financial report and the Sustainable development report 2013 This reference document was filed with the French securities regulator (Autorité des marchés financiers, AMF) on 02/26/2014, in accordance with Article 212-13 of the AMF’s general regulations. It may be used in support of a financial transaction if supplemented with a transaction memorandum that has been appro- ved by the AMF. This document has been drawn up by the issuer and is the responsibility of its signatories. Gecina - 2013 Reference document 1 Summary 01 Group profile 9 1.1. Key figures 10 1.2. Performance indicators 12 1.3. Key Gecina dates 13 1.4. Group structure and organization chart 14 1.5. Business and markets 16 1.6. Risks 20 02 Comments on the fiscal year 45 2.1. Business review 46 2.2. Financial resources 49 2.3. Appraisal of property holdings 54 2.4. Business and corporate earnings and main subsidiaries 60 2.5. Triple Net Asset Value 63 2.6. Developments, outlook and trends 64 2.7. EPRA reporting as of December 31, 2013 66 03 Consolidated financial statements 69 3.1. Consolidated statement of financial position 70 3.2. Consolidated statement of comprehensive income (EPRA format) 72 3.3. Statement of changes in consolidated shareholders’ equity 73 3.4. Statement of consolidated cash flows 74 3.5. Notes to the consolidated financial statements 75 04 Annual financial statements 113 4.1. Balance sheet as at December 31, 2013 114 4.2. Income statement as at December 31, 2013 116 4.3. Notes to the annual financial statements as at December 31, 2013 117 05 Corporate governance 135 5.1. Chairman’s Report on Corporate Governance and Internal Control 136 5.2. Compensations and benefits 166 2 Gecina - 2013 Reference document 06 Distribution, share capital and shares 175 6.1. Distribution 176 6.2. Information on share capital 178 6.3. Share capital transactions 184 6.4. Options and performance shares 190 6.5. Gecina shares 194 07 CSR responsibility and performances 197 7.1. A CSR policy in response to the expectations of stakeholders 200 7.2. CSR performance 221 7.3. Assets 239 7.4. Planet 262 7.5. Employees 275 7.6. Society 293 7.7. Correspondence table (in line with France GBC, EPRA, GRI CRESS and Grenelle II) 314 08 List of property holdings 321 8.1. Offices 322 8.2. Residential 327 8.3. Logistics 332 8.4. Healthcare 333 09 Additional Information 337 9.1. Information and documentation 338 9.2. Statutory Auditors 343 9.3. Legal information 358 Gecina - 2013 Reference document 3 Comments from Bernard Michel “ Despite a sluggish economy, 2013 delivered an abundance of real estate success for Gecina.” A DIVIDEND OF €4.60 PER SHARE the position of Chief Executive Officer at Generali Real Estate French Branch. Despite a sluggish economy, 2013 Together we will continue the efforts delivered an abundance of real es- already underway to ensure Gecina tate success for Gecina. The Group’s remains Europe’s leading real estate net recurring income rose by 1.5% to company. €313.4 million, exceeding our initial expectations that this indicator would Our management structure was fur- remain stable during the period. As a ther strengthened by the appoint- result of this performance, we will be asking attendees at the ment in September 2013 of a new Chief Financial Officer, General Meeting, to be held in April 2014, to approve a dividend Nicolas Dutreuil, who was formerly Deputy Financial Director of €4.60 per share, an increase of 4.5%. of another major French real estate group. Based on the Gecina share price at the end of 2013, this repre- sents a return for our shareholders of 4.8%. Our good operating RECOGNITION FOR OUR CORPORATE SOCIAL and financial performance during the year was also recognized RESPONSIBILITY POLICY by the markets, with a rise in our share price of 13.1% in 2013, versus 6.3% for the SIIC France real estate sector index. Meanwhile, we have continued to improve Gecina’s perfor- mance in terms of Corporate Social Responsibility, an area STRONGER GOVERNANCE that has become a key component of our real estate strategy. To deliver on this objective, in 2013 we introduced new ways We also continued our efforts to improve Gecina’s governance, to further improve our performance. We now map all of our once again separating the functions of Chairman and Chief assets so we can measure the environmental performance Executive Officer. As part of these efforts, the Board of Direc- of our buildings (energy, CO2, water, connectivity, wellbeing, tors appointed Philippe Depoux as Chief Executive Officer with etc.) and have introduced a tool that monitors the energy effect from June 2013. Philippe Depoux has considerable expe- consumption of commercial properties in real time. We also rience in the real estate sector, having worked for both listed routinely apply for the highest level of environmental certi- real estate companies and insurance firms. He previously held fication (exceptional or excellent) for the office buildings we 4 Gecina - 2013 Reference document are developing or refurbishing. By the end of 2013, 44% of medal” by EPRA, the organization representing Europe’s listed our buildings were accredited under France’s HQE (High En- real estate companies, for the quality of its financial reporting vironmental Quality) standard. With regard to our healthcare and for its application of financial reporting best practices assets, the private clinic we have built for Capio in Bayonne recommendations. will be one of the first private-sector buildings to be awarded healthcare-sector environmental certification under France’s A NEW SHOPPING CENTER IN PARIS HQE Construction Santé certification program. Lastly, we were delighted to officially open the new Beau- These CSR achievements – a source of pride for Gecina grenelle shopping center in October 2013 after a decade employees and also of benefit to our tenants – have been of complex, demanding work. In 2003, the year the project positively received by non-financial credit agencies. For began, we had envisioned a shopping center for the 21st cen- example, Gecina was ranked second in the real estate sector tury and that has now become a reality. As part of the urban by France’s Baromètre Novéthic, an annual analysis of the renewal of Paris’s 15th arrondissement, the center is expected quality of environmental reporting by listed real estate com- to become the go-to address for Paris shopping thanks to its panies. The Group has also made progress on some of the upscale offering and stunning architecture. stock market indexes that are benchmarks in non-financial analysis: it is listed on the Dow Jones Sustainability World Looking ahead to 2014, the macro-economic environment is and Europe indexes and has been ranked one of France’s top still hard to forecast. However, Gecina has solid financial and nine companies for energy performance and carbon footprint operating fundamentals and these will enable us to pursue reduction by the NGO Carbon Disclosure Project. This steady, our desired growth strategy, which will be mainly focused on recognized progress is making Gecina more attractive to the office sector. investors seeking to make socially responsible investments. Bernard Michel Furthermore, by signing the UN Global Compact in 2013, Chairman Gecina has committed to adhering to the Compact’s ten fun- damental principles, which are divided into four main catego- ries: human rights, working conditions, the environment and anti-corruption. These values have been incorporated into our culture through our Ethics Charter and the Sustainable Development strategy introduced by the Group in 2008. At the same time we have continued our efforts to be trans- parent in our financial reporting. In this regard, our Reference Document, published in February 2013, was awarded a “silver Gecina - 2013 Reference document 5 Comments from Philippe Depoux “ Gecina has proved its ability to have implemented a major repositioning of our activities while consolidating our financial structure.” GECINA ACHIEVED A GOOD CONTINUED REFOCUSING PERFORMANCE IN AN OFFICE OF OUR PORTFOLIO AND MARKET WHICH CAME UNDER STREAMLINING OF OUR PRESSURE FINANCIAL STRUCTURE With demand significantly slowed by Our strategy to refocus on our core an uncertain outlook for businesses, businesses continued with the dis- 2013 proved a tough year for the posal of four Club Méditerranée office sector. Occasional oversupply hotels for €280 million. This was a in some office property markets in the Paris region, particu- very satisf actory return on these assets, three of which had larly La Défense, impacted some of the city’s northern inner been repositioned in the high-end market in collaboration suburbs in which Gecina has holdings. with the operator (Club Méditerranée). Our repositioning will be completed in 2014 with the disposal of Beaugrenelle, the I am particularly pleased, therefore, that against such an unfa- shopping center we rebuilt from the ground up and which en- vorable backdrop we have been able to meet our operational joys an unrivalled location in central Paris. This asset was part challenges and achieve the key strategic objectives we had of our historical portfolio and represented an exceptional set for ourselves. opportunity. A preliminary sales agreement was signed on February 20, 2014, after the end of the Board of Directors For example, in 2013 we succeeded in renting out more than drafting the 2013 financial statements. 158,000 sq.m of office space (including new rentals, re-lets, Meanwhile, we have continued our efforts to streamline the renegotiations and renewals) worth almost €50 million in Group’s financial structure by diversifying our resources, annualized economic rent.