Gecina Sa · EURONEXT:GFC
Gecina Sa — Shareholder Meeting (June 2007)
54 slides from Gecina Sa's shareholder meeting presentation, Jun 19, 2007
Slide 1: Combined General Meeting 2006: A year of transformation
COMBINED GENERAL MEETING 2006 A year of transformation June 19, 2007
Slide 2: 2006: a year of transformation
2006: a year of transformation Joaquin Rivero 1
Slide 3: 2006: a very good year for GECINA
> 2006: a very good year for GECINA > Net profit growth: +173.7% 1,778.6 649.9 599.2 € Mn 2005 2006 2006 budget > Recurring profit (before value adjustments): +54.3% 392.9 388.2 254.6 € Mn 2005 2006 2006 budget > NAV per share (unit) growth: +28.9% 124.89 96.92 114.6 € per share 2005 2006 2006 budge
Slide 4: Sound foundations for the future
> Sound foundations for the future Growing contribution of new activities with strong performance 2006 (1) (2) % of value 2010 (E) Other segments 7% Other segments 16% Offices Residential 52% Residential 41% Offices 25% 59% (1) December 31, 2006 block valuation for all segments, except for residenti
Slide 5: Corporate governance
> Corporate governance Board meetings Independent Director committees • Appointment of Managing Director Accounting and Audit Committee • Separation Agreement: 11 meetings – 90% attendance • appointment of a banking adviser, Appointments and Compensation Committee Calyon, to assess the impacts 6 mee
Slide 6: Presentation of the Separation Agreement
> Presentation of the Separation Agreement ¾ Protocol Agreement announced on February 19, 2007 between METROVACESA’s three main shareholders: the Sanahuja family, Mr. Rivero and Mr. Soler ¾ Main objectives for the Separation Agreement ¾ Put an end to the disputes between the three shareholders follo
Slide 7: GECINA's profile following the operation
> GECINA’s profile following the operation ¾ Disposal of assets with a maximum block valuation of €1,636 thousand at December 31, 2006 ¾ Reduction in rental income by around €90 million over 2007 ¾ Based on an assumption for a net yield of 5.5% ¾ Loan To Value kept at around 45% ¾ Likely renegotiati
Slide 8: Indicative milestones
> Indicative milestones Key events Date METROVACESA’s Extraordinary General Meeting Jun 28 Consultation period for lenders and creditors Jul 28 Public exchange offer on METROVACESA: start / settlement-delivery Start Aug / mid-Oct 2007 Drafting of contribution agreements End Aug – start Sep 2007 GECI
Slide 9: Safeguarding the interests of GECINA and its staff
> Safeguarding the interests of GECINA and its staff ¾ Clarification of GECINA’s shareholding structure ¾ End to the disagreement between METROVACESA’s shareholders in 2006 ¾ Better visibility over the strategy for GECINA’s future development ¾ For GECINA, operation equivalent to selling off up to €
Slide 10: Safeguarding the interests of minority shareholders
> Safeguarding the interests of minority shareholders ¾ Fair treatment guaranteed for GECINA’s minority shareholders under the Separation Agreement ¾ Possibility to become a shareholder in NewCo Offices ¾ Possibility to remain a shareholder in GECINA ¾ Benefiting from dividends to be paid out under
Slide 11: Resico project suspended
> Resico project suspended ¾ Project to float the Residential division on the stock market has been suspended due to the Separation Agreement The implementation of this Agreement is complex (public stock buybacks, successive public takeover bids in Spain and France) The management team is focusi
Slide 12: Strategy: balanced portfolio on buoyant markets
> Strategy: balanced portfolio on buoyant markets …set against an increase Offices: upturn on the Parisian market… in interest rates Prime rents (€/sq.m/yr) Take-up (million sq.m) 4,20 4.15% 698 2.9 4,00 639 2% .9% +9. 2.2 +33 3,80 3,60 3,40 3.35% 3,20 06 06 06 06 06 06 06 06 06 06 06 06 06 06 06 06
Slide 13: Strategy: growth drivers in Europe
> Strategy: growth drivers in Europe ¾ Successful growth strategy over the last Global performance two years: 23% • Stronger diversification and asset turnover 12.7% 17.5% • Disposal of mature or inefficient assets 7.1% • Acquisition of modern, efficient assets in strongly- 5.6% 5.5% developing geog
Slide 14: GECINA's share
> GECINA’s share Number of shares 2005 2006 %Δ Number of shares in issue at year-end 62,210,448 62,269,670 0.1% Treasury stock at year-end -2,248,634 -2,141,870 -4.7% Number of shares at year-end 59,961,814 60,127,800 0.3% Shareholding structure at December 31, 2006 Share’s performance over 2006 Num
Slide 15: Dividend
> Dividend Dividend per share (€) €4.20 7% +7 . €3.90 €3.70 2004 2005 2006 > Dividend payment scheduled for June 20, 2007 14
Slide 16: A historical year
A historical year Antonio Truan Offices 15
Slide 17: A year of significant growth
> A year of significant growth Key P&L items € million 2004 2005 2006 Δ 06/05 Rental income 493.7 515.0 568.4 10.4% Income from asset disposals 6.9 23.4 140.1 499.8% EBITDA – before value adjustments 396.1 412.4 559.9 35.8% EBITDA – after value adjustments 820.5 805.5 1,908.7 137.0% Net financial ex
Slide 18: Rental income up 10.4%
> Rental income up 10.4% Rental income Δ like- € million 2004 2005 2006 Δ 06/05 for-like Offices 291.6 308.1 326.1 5.8% 3.2% Residential 202.1 204.5 203.8 - 0.3% 3.7% Other segments - 2.3 38.4 1533.6% ns Logistics - 0.3 14.4 ns Hotels - 2.0 13.8 ns Healthcare - - 10.2 ns Total rental income 493.7 51
Slide 19: Arbitrage policy - disposals
> Arbitrage policy - disposals Asset disposals in 2006 (€ million) €652.1 million €146.4 million • Capital gains on disposal represent €505.7 million €2.44 per share = • Sales prices +31.6% (Δ Dec-2005 block - value): 37.1% for offices 11.4% for residential (unit value) • Average exit yield: 5.1
Slide 20: Residential disposals in 2006
> Residential disposals in 2006 ASSET DISPOSALS: Strategic focus - Sales program launched in 2006 - Least profitable buildings, with low yields, requiring work Sale price Number of Surface % Δ /value Dec-05 € million apartments area (sq.m) Block Unit Block sales 94.45 333 22,495 16.0% 2.9% Residenti
Slide 21: A strong year for investment
> A strong year for investment Total investments (€ million) • 64 buildings acquired (808,492 sq.m) €1,924.0 million 2 000 Average surface area: 12,631 sq.m (offices: 28,858 sq.m) 1 500 Générale de Santé • Over 408,528 sq.m of committed 1 000 €702.2 million investments for future growth (>€670 500 m
Slide 22: Main office acquisitions in 2006
> Main office acquisitions in 2006 QUALITY TOTAL RETURN - Location Investments with added value potential Strategic focus - Quality buildings (locations, refurbishments, projects, - Size/efficiency assets with low vacancy rates) Valmy – Q1 2006 ¾ Location: Montreuil, Paris ¾ Leasable area: 29,444 sq
Slide 23: Logistics: becoming a major player
> Logistics: becoming a major player ALREADY A LEADING PLAYER: - Over 500,000 sq.m in operation - Targeting the main logistics Strategic focus + 350,000 sq.m for projects routes in France - One of the top five in France, aiming for the top three - Project development expertise Bleecker portfolio ¾ 3
Slide 24: Healthcare: a new sector
> Healthcare: a new sector Mar 06 Jun 06 Sep 06 Dec 06 2007 Partnership • €150 million euro capital SOFCO GECINA sealed with SOFCO acquires increase carried out at changes its acquires Générale de a portfolio of SOFCO (€2.60/share) name to Acquisition SOFCO, a Santé for the healthcare GECIMED proces
Slide 25: Balance sheet
> Balance sheet Balance sheet (€ million) Net debt performance (€ million) Assets Liabilities 4,234 11,595 11,595 3,230 2,940 Capital and 8,940 8,940 reserves 6,666 Fixed Capital and assets reserves Fixed 10,387 5,106 assets Dec-2004 Dec-2005 Dec-2006 8,476 Gross Gross financial Balanced sources of
Slide 26: Debt structure
> Debt structure Gearing ratio (LTV) %(1) Cost of debt (%) 4.63% 4.37% 4.20% 35.1% 33.9% 33.4% Dec-2004 Dec-2005 Dec-2006 Dec-2004 Dec-2005 Dec-2006 (1) Portfolio value based on block valuation for all segments except for residential (unit valuation) Average maturity of debt (years) Fixed-rate expos
Slide 27: Valuation uplift in portfolio
> Valuation uplift in portfolio Portfolio appraisal value (€ million) Dec-04 Dec-05 Dec-06 Δ 06/05 Offices 4,593.7 4,715.5 6,278.0 33.1% Residential (1) 4,216.8 4,510.1 4,942.4 9.6% Hotels 0.0 200.4 232.7 16.1% Logistics 0.0 89.0 391.2 339.5% (2) Healthcare 0.0 0.0 203.2 0.0% Total market value 8,81
Slide 28: Pipeline of projects driving growth
¾Pipeline of projects driving growth: 281,884 sq.m O Crystalys Vélizy, Le Figaro F Greater Paris Region, 25,661 sq.m Paris, 7,852 sq.m Hines - Immeuble B3 F Greater Paris Region, 9,595 sq.m I 109,565 sq.m C 37,151 sq.m 98,498 sq.m 36,670 sq.m E Hines - Immeuble C2 La Défense, 9,378 sq.m Hines - Imme
Slide 29: NAV and portfolio value
> NAV and portfolio value Portfolio value (€ million) (1) (2) NAV per share (€) (1) 12,048 €124.89 €96.92 9,515 €88.41 8,811 Dec-2004 Dec-2005 Dec-2006 Dec-2004 Dec-2005 Dec-2006 Portfolio growth 2006 / 2005 NAV growth 2006 / 2005 Total increase (yoy) 26.6% Total increase (yoy) 28.9% Total increase
Slide 30: GECINA on the stock market
> GECINA on the stock market Share’s performance over 2006 • GECINA represents 13.6% of the 58% 58% €145.0 54% 54% SIIC France index, 8.2% of the CAC 50% 50% 46% 46% +49.5% 42% 42% Real Estate index, 1.5% of the CAC 38% 34% 38% 34% MID100 index, and 0.8% of the SBF80 30% 30% 26% 26% 22% 22% index 18
Slide 31: cecina
~__. cecina
Slide 32: Statutory auditors' reports
Statutory auditors’ reports 31
Slide 33: Questions and answers
Questions and answers 32
Slide 34: Draft resolutions
Draft resolutions 33
Slide 35: 1st resolution
> 1st resolution (ordinary) Approval of the corporate financial statements and reports for 2006: Net profit of €322,104,263.64 34
Slide 36: 2nd resolution
> 2nd resolution (ordinary) Approval of the consolidated financial statements and reports for 2006: Net profit (Group share): €1,778,629,000 35
Slide 37: 3rd resolution
> 3rd resolution (ordinary) Transfer of 74,981,466.58 euros over to a specific reserve account, booked against revaluation gains 36
Slide 38: 4th resolution
> 4th resolution (ordinary) Appropriation of earnings: Earnings for the year 322,104,263.64 euros Less retained earnings - 60,571,649.64 euros = distribution of up to 261,532,614.00 euros Dividend per share 4.20 euros To be paid on June 20, 2007 37
Slide 39: 5th resolution
> 5th resolution (ordinary) Regulated agreements Approval of the agreements mentioned in the special statutory auditors’ report ( Articles L.225-38 et seq of the French commercial code) 38
Slide 40: 6th resolution
> 6th resolution (ordinary) Ratification of the appointment of Jaime Febrer Rovira as a Director through to the General Meeting convened to approve the financial statements for the year ending December 31, 2007 39
Slide 41: 7th resolution
> 7th resolution (ordinary) Authorization to trade in Company shares on the stock market (Article L.225-209 et seq of the French commercial code) • Maximum price: €250 • Maximum percentage: 10% of the share capital 40
Slide 42: 8th resolution
> 8th resolution (extraordinary) Amendment to Article 20 of the bylaws relative to shareholders’ Meetings 41
Slide 43: 9th resolution
> 9th resolution (extraordinary) Authorization to increase the share capital by issuing shares and/or marketable securities with preferential subscription rights maintained (Articles L.225-129 et seq of the French commercial code) • Maximum amount: €200 million • Validity: 26 months 42
Slide 44: 10th resolution
> 10th resolution (extraordinary) Authorization to increase the share capital by issuing shares and/or marketable securities with preferential subscription rights waived (Articles L.225-129 et seq of the French commercial code) • Maximum amount: €200 million • Validity: 26 months 43
Slide 45: 11th resolution
> 11th resolution (extraordinary) Authorization to increase the number of securities to be issued in the event of a capital increase with preferential subscription rights maintained or waived (Article L.225-135-1 of the French commercial code) • Cap: 15% of the initial issue • Validity: 26 months 44
Slide 46: 12th resolution
> 12th resolution (extraordinary) Authorization to issue shares or marketable securities entitling holders to access the capital with preferential subscription rights waived in return for contributions in kind (Articles L.225-129 et seq of the French commercial code) • Cap: 10% of the share capital
Slide 47: 13th resolution
> 13th resolution (extraordinary) Authorization to increase the share capital through the incorporation of premiums, reserves, profits or other elements (Articles L.225-130 et seq of the French commercial code) • Maximum amount: €500 million • Validity: 26 months 46
Slide 48: 14th resolution
> 14th resolution (extraordinary) Authorization to determine the issue price for shares in connection with a capital increase through the issue of shares with preferential subscription rights waived (Articles L.225-136 et seq of the French commercial code) • Cap: 10% of the capital per year • Validi
Slide 49: 15th resolution
> 15th resolution (extraordinary) Authorization to decide to increase the share capital by issuing shares or marketable securities entitling holders to access the capital reserved for savings scheme members, with preferential subscription rights waived (Articles L.225-129-6, L.225-138-1 of the Frenc
Slide 50: 16th resolution
> 16th resolution (extraordinary) Authorization to grant stock options or warrants (Articles L.225-177 et seq of the French commercial code) • Cap: 3% of the capital • Validity: 26 months 49
Slide 51: 17th resolution
> 17th resolution (extraordinary) Authorization to allocate free shares – existing shares or shares to be issued – to certain Group employees or corporate officers (Articles L.225-197-1 et seq of the French commercial code) • Cap: 3% of the capital • Validity: 26 months 50
Slide 52: 18th resolution
> 18th resolution (extraordinary) Authorization to reduce the share capital by canceling treasury stock (Articles L.225-209 et seq of the French commercial code) • Maximum number of shares that may be cancelled: 10% of the number of existing shares per 24-month period • Validity: 26 months 51
Slide 53: 19th resolution
> 19th resolution (extraordinary) Powers for all formalities 52
Slide 54: Combined General Meeting 2006: A year of transformation
COMBINED GENERAL MEETING 2006 A year of transformation June 19, 2007