REGISTRATION DOCUMENT 2014 WorldReginfo - 24e5a610-6a58-484b-b556-4ef764378314 contents 1. Persons resPonsible 2 10. Cash and caPital 18.4 Arrangements that could 1.1 Names and titles of persons resources 37 result in a change in control 60 responsible for the registration 10.1 Company equity 37 18.5 Information on dealing in document 2 10.2 Cash flow 38 company securities by executives, persons of a similar status 1.2 Declaration of the persons 10.3 Loan requirements – and related parties (Article L.621- responsible for the document 2 financing structure 39 18-2 of the French Monetary 10.4 restriction on the use 2. statutory auditors 3 of capital 41 and Financial Code) 60 2.1 Statutory auditors 10.5 Required sources 19. related Party at 31 December 2014 3 of funding 41 transactions 61 2.2 Re-election – appointment 11. research 20. financial information of statutory auditors 3 and develoPment, regarding the issuer’s Patents and licences 42 Portfolio, financial 3. selected financial Position and income 62 information 4 12. trend information 43 20.1 Consolidated financial 3.1 Chiffres clés 4 12.1 Main trends 43 statements 62 12.2 Perspectives 43 4. Risk factors 5 20.2 Consolidated financial 13. Profit forecasts statements - Pro forma 102 4.1 Risks related to the activity 5 or estimates 44 20.3 Annual financial 4.2 Risks related to the company 6 14. administrative, statements 104 5. information about management and 20.4 Auditing of historical the issuer 9 suPervisory bodies and annual financial information 134 general management 45 5.1 History and development 20.5 Age of latest financial 14.1 Board of directors of the company information 9 and general management 45 134 5.2 Investment 10 14.2 Conflicts of interest within 20.6 Interim financial administrative, management information 134 6. business overview 12 and supervisory bodies 50 20.7 Dividend policy 134 6.1 Principal activities 12 15. remuneration 20.8 Legal and arbitration 6.2 Main markets 16 and benefits 51 proceedings 135 6.3 Événements exceptionnels 15.1 Remuneration and benefits 20.9 Significant change ayant influencé l’activité paid in 2014 to members in financial or commercial de la société 26 of the administrative situation 135 and management bodies 6.4 Dependence of the company and general management 51 21. additional information 136 on patents or commercial 15.2 Amounts set aside for 21.1 Share capital 136 or financial contracts 26 pensions, retirement benefits 21.2 Memorandum 6.5 External sources used and other benefits 55 and Articles of Association 138 for statements regarding 16. board Practices 56 the competitive position 22. material contracts 141 of the company 26 16.1 Date of expiration of the current term of office 56 23. third Party information 7. Organisational chart 27 16.2 Contracts between and statement by exPerts 7.1 Overview 27 the holding company and declarations and the issuer 56 of interest 142 7.2 List of major subsidiaries 27 16.3 Special committees 56 24. documents on disPlay 145 8. PROPERTY, PLANTS 16.4 Corporate governance 57 AND eQUIPMENT 28 25. information 17. emPloyees 58 8.1 Property 28 on holdings 146 17.1 Workforce 8.2 Environmental issues that and employment policy 58 26. CSR INFORMATION 147 could affect the issuer’s use of 17.2 Bonus shares 58 26.1 Social information 149 property, plant and equipment 30 17.3 Arrangements 26.2 Environmental 9. Operating and financial for involving the employees information 152 in the issuer’s capital 58 review 31 26.3 Societal information 154 9.1 Financial review 31 18. Major shareholders 59 26.4 Note on methodology 155 9.2 Operating earnings 32 18.1 Major shareholders 59 CROSS-REFERENCE TABLE 157 9.3 Epra best preactice 18.2 Breakdown of voting rights60 recommendations 33 18.3 Control of the group 60 ANNEXES 158 affine REGISTRATIONDOCUMENT2014 WorldReginfo - 24e5a610-6a58-484b-b556-4ef764378314 REGISTRATION DOCUMENT 2014 This registration document was filed with the French Financial Markets Authority (Autorité des Marchés Financiers, or AMF) on 31 March 2015 pursuant to Article 212-13 of its General Regulations. It may only be used in support of a financial transaction if accompanied by a securities note authorised by the AMF. This document was prepared by the issuer and the signatories are responsible for its contents. This document is a free translation into English of the original French “Document de Référence” hereafter referred to as the “Registration Document”. It is not a binding document. In the event of a conflict in interpretation, reference should be made to the French version, which is the authentic text. Copies of this registration document are available free of charge from the Affine Group, 5 rue Saint Georges – 75009 Paris, and from the Affine website (www.affine.fr) and AMF website (www.amf-france.org). REGISTRATIONDOCUMENT2014 1 affine WorldReginfo - 24e5a610-6a58-484b-b556-4ef764378314 1 Persons resPonsible 1.1 NAMES AND TITLES OF PERSONS RESPONSIBLE FOR THE REGISTRATION DOCUMENT Maryse Aulagnon, Chairman and Chief Executive Officer Alain Chaussard, Deputy Chief Executive Officer 1.2 DECLARATION OF THE PERSONS RESPONSIBLE FOR THE DOCUMENT “We hereby certify, after taking every reasonable measure in The consolidated and separate financial statements for 2014 this regard, that the information contained in this registration presented in the registration document are the subject of the document is, to our knowledge, true and correct and free Statutory Auditors’ reports found in sections 20.1 and 20.3 from material misstatement. of this document, which contain no particular observations. We hereby declare that, to our knowledge, the financial The consolidated and separate financial statements for 2013 statements have been prepared in accordance with the presented in the registration document are the subject of the applicable accounting standards and give a true and fair Statutory Auditors’ reports found in sections 20.1 and 20.3 view of the assets and liabilities, financial position and finan- of this document, which contain no particular observations. cial performance of the company and of all the companies The consolidated and separate financial statements for 2012 included within the scope of consolidation, and that the presented in the registration document are the subject of the management report presents an accurate picture of changes Statutory Auditors’ reports found in sections 20.1 and 20.3 of in the business, performance and financial position of the this document. Only the report on the separate financial sta- company and of all the companies included within the scope tements contains an observation. This concerns the impact of consolidation, as well as a description of the principal risks of the merger by absorption of AffiParis on Affine’s accounts. and uncertainties to which they are exposed. We have obtained an audit letter from the Statutory Auditors in which they state that they have verified the information Paris, 31 March 2015 relating to the financial position and financial statements contained in this document and that they have read the Madame Maryse Aulagnon Monsieur Alain Chaussard entire document.” Chairman Co-Chief and Chief Executive Officer Executive Officer affine 2 REGISTRATIONDOCUMENT2014 WorldReginfo - 24e5a610-6a58-484b-b556-4ef764378314 2 2 Statutory Auditors 2.1 STATUTORY AUDITORS AT 31 DECEMBER 2014 a) Principal Statutory Auditors b) Deputy Statutory Auditors Cailliau Dedouit et associés Didier Cardon Represented by: Rémi Savournin Address: 19 rue Clément Marot, 75008 Paris Address: 19 rue Clément Marot, 75008 Paris Date of first appointment: 25 April 1979 (Immobail) Date of first appointment: 25 April 1979 (Immobail) Term of office: six financial years from April 29, 2009 Term of office: six financial years from April 29, 2009 Term expires: at the end of the 2015 Ordinary General Shareholders’ Meeting held to approve the 2014 financial Term expires: at the end of the 2015 Ordinary General statements. Shareholders’ Meeting held to approve the 2014 financial statements. KPMG Audit FS II KPMG Audit FS I Address: 1 Cours Valmy, 92923 Paris La Défense Cedex Represented by: Régis Chemouny Date of first appointment: 24 April 2013 Address: 1 Cours Valmy, 92923 Paris La Défense Cedex Term of office: six financial years from 24 April 2013 Date of first appointment: 26 April 2007 Term expires: at the end of the 2019 Ordinary General Shareholders’ Meeting held to approve the 2018 financial Term of office: six financial years from 24 April 2013 statements. Term expires: at the end of the 2019 Ordinary General Shareholders’ Meeting held to approve the 2018 financial statements. 2.2 RE-ELECTION – APPOINTMENT OF STATUTORY AUDITORS The appointments of statutory auditors Caillau Dedouit et associés (principal statutory auditors) and of Didier Cardon (alter- nate auditor) will expire at the end of the 2015 Ordinary General Shareholders’ Meeting held to approve the 2014 financial statements. Will be proposed to: - Renew the audit mandate of statutory auditor Cailliau Dedouit et associés for a period of six financial years - Appoint Laurent Brun, 19 rue Clément Marot – 75008 Paris, as alternate auditor for a term of six financial years. REGISTRATIONDOCUMENT2014 3 affine WorldReginfo - 24e5a610-6a58-484b-b556-4ef764378314 3 selected financial information The selected financial information below, relating to the years ended 31 December 2012, 2013 and 2014, is taken from the consolidated financial statements in Appendix 20.1. The separate financial statements is presented in section 20.3. Consolidated statements (€m) 2012 2013 2014 Gross rental income 46.4 40.2 43.7 Current operating profit(1) 34.5 26.5 30.2 EPRA earnings 20.1 17.0 16.5 Net profit – group share 4.7 (8.8) (11.0) Funds from operation 17.9 17.9 22.8 Investments (acquisition and works)(2) 20.5 27.0 21.8 FV of investment properties (incl.