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2006 Unibail Annual Report Unibail the Leading Commercial Property Owner in France

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2006 UNIBAIL ANNUAL REPORT UNIBAIL THE LEADING COMMERCIAL PROPERTY OWNER IN FRANCE CONTENTS 2 Key figures 4 Stock market-shareholding structure 7 Message from the Chairman and CEO 8 Overview of the Group’s activities 10 Shopping Centre Division 16 Office Division 22 Convention-Exhibition Division 26 La Défense 28 Corporate governance and sustainable development 34 Property portfolio 37 Management’s discussion and analysis 61 Consolidated Financial Accounts 105 Legal information 123 Report by the Chairman of the Board of Directors Cover page and left The Dôme: Food hall and leisure area of Les Quatre Temps at La Défense Capital 8 PROFILE Unibail is a leading French commercial property investment company A portfolio With a property portfolio valued at € 10.9 billion as at valued at December 31, 2006, Unibail is a company proactive in € billion three major business lines: shopping centres, offices 10.9 and convention-exhibitions. A clear focus The Group has a clear focus on high-quality assets with a leading competitive edge in their respective markets, in terms of size, technological features, location and reputation. A market A value creation approach capitalisation In each of its business divisions, Unibail aims at of over € billion maximising shareholder value and return on investment 8.5 through proactive management, a dynamic acquisition and disposal policy, and a high level of expertise in mana ging major development and refurbishment projects. An independent Group Unibail has the largest free float of all listed property investment stocks in continental Europe. Part of the CAC Next 20 and Euronext 100, Unibail’s market This is a free translation into English of the capitalisation, as at December 31, 2006 was over Registration Document issued in French € 8.5 billion. The company is rated “A-” by Standard & and filed at the AMF* on March 13, 2007 and is pro vided solely for the use of English Poor’s and “A3” by Moody’s. speakers. *L’Authorité des Marchés Financiers (The French Stock Market Authorities) UNIBAIL 2006 ANNUAL REPORT 1 2006 KEY FIGURES Net rental income Portfolio valuation (in millions of euros) (in millions of euros) 10,856 8,556 453 7,513 423 6,974 413 402 Shopping centres Offices Convention-Exhibitions 2003 2004 2005 2006 2003 2004 2005 2006 Fully diluted triple net liquidation NAV per share Recurring EPS and dividend per share (in euros) (in euros) 60 140. (2) 6.81 (4) 6.59 6.23 5.81 0 5.00 94.80 0 89.7 (3) 76.9 4.00 3.75 Recurring EPS 3.50 Net dividend per share(1) 2003 2004 2005 2006 2003 2004 2005 2006 (1) Excluding tax credit. (2) Before the application of IFRS norms. (3) Excluding the € 23 exceptional payout of January 7, 2005. (4) Subject to approval at the 2007 General Meeting. 2 UNIBAIL 2006 ANNUAL REPORT Strong value creation in 2006 Recurring earnings per share (EPS) amounts to € 6.81 at year-end 2006, a year-on-year increase of 17.2%. Consolidated net profit (group share), impacted by the increase in asset values under IFRS, rose strongly to € 2,140m, or € 46.62 per share. Value creation in 2006 amounts to € 49.85 per action, (up 52.6% on 2005), by adding the growth in fully diluted triple net liquidation Net Asset Value (NAV) of € 45.8 to the ordinary dividend of € 4.05 per share, paid during the year. Consolidated key figures (in millions of euros) 2003 2004 2005 2006 Portfolio valuation 7,513 6,974 8,556 10,856 New investments 205 335 783 535 Disposals 436 992 586 530 Shareholders’ equity before appropriation under French GAAP 3,297 2,239 - - Shareholders’ equity before appropriation under IFRS 3,609(1) 3,258 4,668 6,834 Net rental income Shopping centres 157 177 199 220 Offices 246 188 142 129 Convention-Exhibitions and Hotels 50 58 61 64 Total net rental income of divisions 453 423 402 413 Valuation movements and profit on disposals n/a 613 1,281 1,801 Net operating profit before financing costs n/a 1,030 1,672 2,227 After tax recurring cash flow (under French GAAP) - group share 284 299 - - Recurring net profit (under IFRS) - group share - 294 264 313 Net profit under French GAAP (group share) 281 219 - - Net profit under IFRS (group share) - 826 1,385 2,140 Key figures per share (in euros) 2003 2004 2005 2006 Recurring EPS (under IFRS) n/a 6.59 5.81 6.81 Fully diluted triple net liquidation NAV 76.90 89.70 94.80 140.60 Net dividend for the financial year 3.50 3.75 4.00 5.00 (4) Total distribution over the civil year 1.14 4.40 26.80(2) 4.05 Tax credit (for institutional/individual investors) 0 / 0.19 - - - Number of shares at year-end (3) 44,007,263 45,360,321 45,731,144 46,123,217 Average number of shares 45,633,386 44,607,212 45,499,713 45,901,800 Number of fully diluted shares 46,565,586 46,775,109 47,606,343 48,004,323 (1) Opening IFRS balance sheet as at January 1, 2004. (2) Including the € 23 exceptional payout of January 7, 2005. (3) Excluding treasury shares. (4) Subject to approval at the 2007 General Meeting. UNIBAIL 2006 ANNUAL REPORT 3 STOCK MARKET SHAREHOLDING STRUCTURE Shareholding structure Stock market performance Listed on the Paris Stock Exchange since 1972 and currently part of the CAC Next 20, Stock market value creation is measured by and Euronext 100, Unibail’s market Total Shareholder Return (TSR), indicating the capita lisation at year-end 2006 was over total return on owning a share over a given € 8.5 billion. time period, including dividends paid and the change in the company’s share price. French North American Unibail has a large free float and a diversified In 2006, Unibail’s TSR (1) amounted to 68.4%. investors 40% and Asian shareholding base, which mainly comprises Between January 1, 1997 and December 31, 2006, investors 30% French and international institutional inves- annualised TSR for Unibail shares with tors. dividends reinvested amounted to 28.7%, compared with 20.0% for the EPRA(2) property At year-end 2006, based on available investment companies performance index information, French investors account for (Euro zone). ISIN code: FR0000124711, an estimated 40% of the Company’s share Reuters: UNBP.PA, Bloomberg: ULFP. capital. European investors (mainly Dutch and British) own an estimated 30% of the capital, while other international investors (mainly (1) The TSR is calculated before taxes on capital gains and North American and Asian) hold a combined dividends, excluding tax credits. (2) European Public Real Estate Association European stake of around 30%. (http://www.epra.com). investors 30% STRONG VALUE CREATION COMPARATIVE PERFORMANCE OF UNIBAIL’S STOCK DIVIDENDS REINVESTED (basis 100 as at January 1, 1997) 1,400 1,300 1,200 1,100 1,000 900 800 700 600 500 400 300 200 Unibail 100 (dividends reinvested) 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 EPRA(2) Index Euro Zone (dividends reinvested) 4 UNIBAIL 2006 ANNUAL REPORT Further increase in stock liquidity The liquidity of Unibail’s stock increased significantly over 2006. The daily volume in Unibail shares grew strongly, reaching an average volume of 245,000 shares traded daily compared with 149,000 in 2005. Average daily traded capitalisation more than doubled to reach € 36.7m in 2006 compared with € 15.5m in 2005. VOLUME 10,000,000,000 200 12-MONTH TRADING VOLUME (in euros) 9,000,000,000 180 8,000,000,000 160 7,000,000,000 140 6,000,000,000 5,000,000,000 120 4,000,000,000 100 3,000,000,000 80 2,000,000,000 60 1,000,000,000 Monthly average closing share price (in euros) 0 40 2001 2002 2003 2004 2005 2006 Previous 12-month moving volume (in euros) FOR SHAREHOLDERS 2007-2008 Dividend schedule INVESTOR AND SHAREHOLDER To ensure shareholders benefit from substantial and steadily rising income in the long run, RELATIONS CONTACTS Unibail implements a distribution strategy of quarterly interim dividend payment in line with Website: http://www.unibail.com the net recurring profit and a quarterly dividend payment. Investor relations: Tel: + 33 (0) 1 53 43 73 03 The Board will propose at the 2007 General Meeting, a dividend of € 5 per share for the Financial services on shares and dividends: 2006 financial year, representing an increase of 25% compared with the 2005 dividend. Crédit Agricole – Caisse d’Epargne Investor services Dividend distribution over 2007 and the beginning of 2008 are as follows: (CACEIS) 1. For the 2006 financial year: Service Emetteurs-Assemblées January 15, 2007 Second interim dividend € 1.00 14, rue Rouget de Lisle April 16, 2007 Third interim dividend of € 1.00 92862 Issy-Les-Moulineaux cedex 9 July 16, 2007 Payment of the balance of the dividend of € 2.00*. Telephone: + 33 (0) 1 57 78 34 44 2. For the 2007 financial year: Fax: + 33 (0) 1 57 78 34 00 October 15, 2007 First interim dividend of € 1.25 January 15, 2008 Second interim dividend of € 1.25 April 15, 2008 Third interim dividend of € 1.25 * Subject to approval at the 2007 General Meeting, after taking into account the three interim dividends (including the € 1 paid out the October 15, 2006). ** The balance of the ordinary dividend for the 2007 financial year proposed by the Board of Directors at the meeting to approve the 2007 year-end accounts and subject to approval at the General Meeting of 2008, after the deduction of the three dividends of € 1.25 to be distributed in October 2007, and January and April 2008.
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