Creating the

largest Belgian
listed real estate
developer

ROADSHOW PRESENTATION
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1
 CONTENTS
03 ‒ Introduction
08 ‒ Merger benefits
21 ‒ Attractive project pipeline
27 ‒ Valuation & exchange ratio
31 ‒ Corporate governance
33 ‒ Appendices
 1

Introduction
 Meet the team

Marnix Galle Alexander Hodac Valéry Autin Hilde De Valck

Reference Shareholder CEO CFO CFO Allfin

 Founder and CEO of Allfin  Joined IMMOBEL in  Joined IMMOBEL in February  CFO of Allfin Group since
Group (2001-present) September 2015 2016 2009
 Chairman of Urban Land  Previously Chief Commercial  Previously worked for real  Previous positions include CFO
Institute Belgium Officer at Home Invest (2013- estate investor Teychené at Group Staels and consultant
2015)  Previous positions include CFO at VGD Auditors
 Started his career at Deloitte and member of the Executive  Member of the Institute of
Corporate Finance Real Estate Committee at Ascencio, Senior Chartered Accountants
(2005-2013) Manager at Deloitte and CFO (IEC/IAB)
at CFE’s International Real
Estate Division

4
 The new Immobel
Company overview Business segmentation

Largest Belgian listed real estate developer with projected total assets Landbanking 8.2%
surpassing EUR 920m 27.3% Office
Core – Residential
segments:
– Office
– Landbanking
2.1% Retail
– Retail
Key – Belgium 4.6%
Other
geographies
– Luxembourg Residential 57.8%

– Poland
c. 94 total staff
Geographical breakdown

Poland 11.7%
Projected consolidated 2015 figures, after IFRS

Reported PF Net Financial Debt € 266.8m[1]

NAV € 295.0m[1] [2] Luxembourg
Project pipeline (estimated) 800,000 m² 32.7%
Total shares outstanding 9,997,225

Note: Geographical and business segmentation based on accumulated Expected Gross Margin over the period 2016-2019
55.6%
(1) Including adjustments for carve-out, step acquisition, transaction costs
(2) Including €7.5m minorities Belgium

5
 Key strengths of the combined entity
Largest Belgian
1 listed real estate
developer

6
2
Sharing of best practices
Increased portfolio
diversification &
derisking

Stable & recurring dividend Attractive project

& investment capacity pipeline & increased
3
portfolio rotation
Strengthened
4
financial profile
& higher ROE
6
 Summary of both entities

Founded 1863 2001

Residential: 16.4% Residential: 86.0%

Office: 59.2% Office: 5.6%
Business segments[1]
Landbanking: 20.2% Retail: 3.5%
Other: 4.2% Other: 4.8%

Belgium: 62.6%
Belgium: 50.9%
Geographical scope [1] Poland: 28.9%
Luxembourg: 49.1%
Luxembourg: 8.6%
Headquarter: Belgium Headquarter: Belgium
Offices
Local offices: Poland Local offices: Luxembourg
NAV ’15 EUR 194m EUR 148m[2]
Net profit ’15 EUR 0.7m EUR 24.4m[2]
Reported net financial
EUR 241m EUR 73m[2]
debt ‘15
Adjusted net financial
EUR 248m[3] EUR 45m[3]
debt ’15
Project Pipeline 450,000m 350,000m
Equity Valuation EUR 201.0m EUR 286.5m
Staff 50 44
(1) Segmentation based on accumulated Expected Gross Margin over the period 2016-2019; (2) After carve-out; (3) For further details of adjusted net financial debt refer to section 6

7
 2

Merger benefits
 Merger benefits

• Geographical & business diversification

• Reduced exposure to large projects as the portfolio nearly doubles in size and provides for a more stable project dispersion
throughout the years
Operational • Increased rotation of Immobel’s portfolio post-merger following the implementation of a more dynamic project management
benefits currently employed by Allfin
• Team complementarity allows the new entity to cover the real estate development market in a more efficient and profitable way
Optimised risk profile and more profitable portfolio

• Reduced debt profile

• Creation of the largest listed real estate developer in Belgium
Stronger
• More stable and recurring operating cash flows
financial
• Improved ROE & gross margin
profile • Stable and recurring dividend for shareholders
Strengthened financial power

• Stronger investment capacity

Growth • Further geographical diversification potential by entering new European markets
opportunities • Increased visibility in the market creates additional opportunities to attract & retain top industry talent
Ability to seize new opportunities

9
 Business diversification

4.2%

20.2% 2.1% 4.6%

Higher risk

8.2% Office
27.3%
59.2% Retail
16.4%
Other residential
Office
Residential
Retail 57.8%
Other residential Landbanking

Residential Lower risk

Landbanking • Merged Immobel will be able to benefit from a more

4.8% 5.6%
3.5% diversified activity scope
• In particular, dependence on the office segment is
considerably reduced, thereby improving the risk profile
• In addition, faster cash conversion from residential
projects is anticipated, providing additional funding
capacity for new projects
• Sharing of best practices & experience, which will allow
86.0%
the new entity to further mitigate market risks
Segmentation based on accumulated Expected Gross Margin over the period 2016-2019

10
 Geographical diversification

28.9%

11.7%
62.6%
8.6%
Belgium Belgium
32.7% 55.6%
Luxembourg Luxembourg
Poland Poland

• Allfin and Immobel’s strong local presence in

Luxembourg and Poland, respectively, would
allow the combined company to benefit from an
49.1% 50.9% enhanced risk profile with strong growth potential
in its international pipeline

Segmentation based on accumulated Expected Gross Margin over the period 2016-2019

11
 Portfolio risk
Merged Immobel[1]

Polvermillen Landbanking
Gross margin (% of revenues)

Infinity Universalis Park

Kons

O-Sea
Lebeau
Mobius
Granary Island

Rac4

2015 2017 2019 2021 2023 2025

2025

Year of completion of the project

• On a standalone basis, Immobel has considerably large projects relative to the total portfolio, and a limited
number of projects in some years
• Following the increased size of the combined entity, exposure to large projects decreases, and a more stable
dispersion of the projects throughout the years is established

(1) Size of the bubbles reflects the total project cost (adjusted for ownership) relative to company portfolio
Note that projects are shown on their expected year of final completion, Landbanking is expected to generate a margin every year, but is only shown in 2025.

12
 Portfolio rotation of key projects in development

Polvermillen
O’Sea
Chambon Solvay Lebeau Riverview Infinity
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

CBD One
Brussels Universalis Black Pearl
Galerie Kons
Tower Park Cedet

• Some of Immobel’s flagship projects have been in the portfolio for many years. Allfin’s portfolio has, in
general, a faster rotation which should beneficially impact return on equity
• Sharing of best practices including, a. o. the implementation of the dynamic management of Allfin’s current
portfolio to increase the quality of the Merged Immobel portfolio

13
 Largest listed Belgian real estate developer

NAV of listed real estate developers FY15

350
NAV

800k Development
[x]k
300 pipeline (m2)

250 • The market capitalisation of current

Immobel will more than double
200 following the proposed merger, up to
NAV (in € m)

>400 EURm
295[1]

150 660k
• The merger will create the largest
listed development company in
100
n.a. Belgium with an attractive
development portfolio
127

50
73

(1) Including €7.5m minorities

14
 Strengthened financial position
FY 15 FY15

300
123.4%
250

241
200
350 108.3%

194
EURm

150
300

320

295[1]
100 250

200

EURm
50
150
0
NFD Equity 100

50
FY 15 0
NFD Equity
200

49.1%
150
• Allfin currently has a stronger financial profile,
148

which is reflected in a lower gearing ratio

EURm

100
• After the merger, the merged Immobel will be able
to reduce its financial debt in order to strengthen
73

50
its financial situation
0
NFD Equity

(1) Including €7.5m minorities

Note: NFD before IFRS 11; Allfin financials after carve-out
15
More stable and recurring cash flows

Cash flow from operations

Cash flow from operations

FY16 FY17 FY18 FY19

FC FC FC FC

FY16 FY17 FY18 FY19

FC FC FC FC

• Generation of more predictable and

Cash flow from operations consistent positive operating cash
flow will enhance the financial
stability and investment capacity
• In particular, the increased share of
residential projects through
integration of Allfin should allow for
FY16 FY17 FY18 FY19
more stable cash flow generation
FC FC FC FC

16
 Higher return on equity and strengthened gross margin

FY 14-15 FY FC16-19 FY FC16-19

30%
15% -
30% 20% -
20%
30%
20% 10% -
15% 15% -
20%
20%
10%

Return on 10%
equity 0%
RoE GM RoE EGM
(Expected) 0%
Gross Margin RoE EGM

25% - • Allfin, through its experienced sales and

FY 14-15 FY FC16-19 35%
marketing team, is anticipated to boost the
30%
overall gross margin
15% -
20% • In addition, Allfin’s higher asset rotation will
20%
further enhance the overall return on equity
• The combination of complementary fields of
10%
expertise, knowledge and teams will be a key
driver to optimise the efficiency of the merged
0%
RoE GM RoE EGM entity

17
Higher return on equity – key driver of shareholder value

4.0x

y = 13.56x - 0.051
3.5x R² = 78%

3.0x
Price/Book multiple

2.5x

2.0x
Significant relationship is
1.5x observed between ROE[1] and
Price/Book for the group of
selected Western European listed
1.0x real estate developers, implying
that Real Estate developers
0.5x with higher average ROE have
their book values higher priced
by the market.
0.0x
0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0%
Return on equity (%)

Historically, Immobel’s ROE has been mostly in the range of 5-10%. With the merger with Allfin, which in general has a
faster rotation of its portfolio, the new Immobel is expected to significantly improve its Return on Equity, thereby
driving shareholder value.
(1) Five years average basis (13A-17E period), source: Factset, May 2016

18
 Dividend & investment capacity

Operational benefits Stronger financial profile

Increased Stable and Higher return on
Better portfolio Increased Strengthened
geographical recurring cash equity and gross
diversification portfolio rotation financial position
diversification flows margin

Dividend policy Investment capacity

The complementarity of portfolios, the By combining the cash generation of both

accrued diversification of risks and the Immobel and Allfin, the merged entity will
strengthened financial profile is expected to have an investment capacity of +/- € 425m
allow the merged entity to distribute recurrent over the period FY FC16-19 before leverage,
dividends with stable yearly growth in the and +/- € 850m when including leverage [1]
future

(1) Leverage assumed at 50% on a project level

19
 Growth opportunities

+/- € 850m investment capacity including leverage

Belgium Luxembourg Poland Other regions

Primarily focus on Focus on Focus on main Further identify

Brussels and key Luxembourg city cities in Poland opportunities in
cities in Flanders and further expand surrounding
residential countries
portfolio

Focus on residential, office and mixed development

20
 3
Attractive project
pipeline
 Attractive project pipeline

Black Pearl Universalis Park

Construction of a landmark, energy-efficient The project Universalis Park is located in the
building of 11,000 m². The construction works South East Decentralised submarket of
started in April 2012 and were completed end Brussels in a well-established office and
2014 residential location

Acquisition Acquisition Residenti

2010 Location Brussels Type Offices 2007 Location Brussels Type
date date al

Estimated Estimated
Surface > 55 Surface > 350
11,000 Stake 100% sales 110,000 Stake 50% sales
(in m2) EURm (in m2) EURm
value value

Brussels Tower CBD One

The project Brussels Tower is located right
CBD One will be situated at the very centre of
opposite to the Ellipse building which was
Warsaw. It will be a high quality building with
successfully developed by IMMOBEL and
a mixture of offices and retail.
BNP Paribas Fortis a few years ago

Acquisition Acquisition Offices &

2005 Location Brussels Type Offices 2013 Location Warsaw Type
date date Retail

Estimated Estimated
Surface Not Surface > 80
60,000 Stake 100% sales 18,700 Stake 50% sales
(in m2) disclosed (in m2) EURm
value value

22
 Attractive project pipeline

Cedet Landbanking
Located in Warsaw CBD. The final and As at December 31st, 2015, the Company owns
enforceable building permit was granted in a large portfolio (147 projects) of land in
June 2014, allowing a development of 15.000 different stages of development for a total of
m² of Offices and 7,000 m² Retail 366 ha (the Company’s share)

Acquisition Offices & Acquisition

2010 Location Warsaw Type n.a. Location Belgium Type n.a.
date Retail date

Estimated Book
Surface > 100 Surface Average
22,400 Stake 100% sales 366 14.4 years value 91 EURm
(in m2) EURm (in ha) rotation
value (2015)

Galerie Kons
Located in the city of Luxembourg, right in
front of the railway station. Long-term lease
signed with ING Bank, which will establish its
new Luxembourg head office there

Offices,
Acquisition Luxem-
2013 Location Type Retail &
date bourg
Residential
Estimated
Surface > 160
22,700 Stake 33% sales
(in m2) EURm
value

23
 Allfin: solid project track record
156
Evolution equity value (EURm)[1]

140
K-POINT PULLMAN HOTEL
LUXEMBOURG BRUSSELS
8,200 m² offices South City Station
+ 1,040 m² retail 228 rooms, Large F&B 120
CHAMBON
BRUSSELS
24,400 m² residential
13,071 m² offices
2,491 m² retail
MONTOYER 70 TWIN GARDEN SAINTCLETTE BELL’ART PROJECT AIRE/LE
BRUSSELS BRUSSELS BRUSSELS BRUSSELS LAVANDIER
3,600 m² offices 5,000 m² offices 9,300 m² offices 12,000 m² residential LUXEMBOURG
8,700 m² offices 97 AIRE 5,570 m² offices
7 retail units Lavandier 3.950 m²

2002 2004 2005 2006 2007 2008 2010 2011 2012 2013 2014 2015

CRESCENDEAU
VERTIGO VERVIERS
MONDRIAN 20,900 m² retail
BRUSSELS CORTENBERGH 71 LUXEMBOURG ERNEST
19,270 m² offices BRUSSELS 43 24,000 m² offices BRUSSELS
MIPIM Award 7,280 m² offices 17,000 m² residential

NOORTHEYE SHOPPING
BREDENE
LAVALLÉE 12,500 m² retail BELVIEW
BRUSSELS BRUSSELS
10 18,000 m² offices 29,000 m² residential
1,700 m² retail
(1) 2004-2012 BE GAAP; 2013-2015 IFRS 5,000 m² offices

24
 Attractive project pipeline

O’Sea Polvermillen
Residential development located in Ostend,
targeting multiple type of residential users. It Residential and office development situated in
consists of a residential tower, houses, service the city centre of Luxembourg
flats, crèche, retail

Acquisition Acquisition Luxem-

2016 Location Ostend Type Mixed 2016 Location Type Mixed
date date bourg

Estimated Estimated
Surface > 330 Surface > 160
80,000 Stake 100% sales 27,000 Stake 100% sales
(in m2) EURm (in m2) EURm
value value

Infinity Chambon
Mixed development situated on the Kirchberg Urban renovation project with 3 iconic
Plateau and redefining Luxembourg’s city buildings dating from 1890, 1930 and 1945
skyline. Composed by a residential tower, an (former CGER/ASLK headquarters) situated
office building and a shopping area in the city centre of Brussels

Acquisition Luxem- Acquisition

2016 Location Type Mixed 2011 Location Brussels Type Mixed
date bourg date

Estimated Estimated
Surface > 190 Surface > 160
33,000 Stake 100% sales 50,000 Stake 100% sales
(in m2) EURm (in m2) EURm
value value

25
 Attractive project pipeline

Lebeau Royal Louise

Former Connectimmo building, currently let Mixed-used development, located in Brussels
to Connectimo until 31 December 2019, After near Place Stéphanie, consisting of 77
which the building will be redeveloped into residential and 90 parking units. Construction
residential and retail development works are expected to start in January 2017

Acquisition Acquisition
2014 Location Brussels Type Mixed 2016 Location Brussels Type Residential
date date

Estimated Estimated
Surface > 170 Surface > 35
40,000 Stake 100% sales 8,000 Stake 100% sales
(in m2) EURm (in m2) EURm
value value

Ernest Riverview
Urban renovation project of the former Solvay Residential development in Nieuwpoort.
headquarter in the most expensive commune in Delivery is scheduled for Q3 2017. As at
Brussels (Ixelles). The project is developed in March 30th, 2016, 47% of the apartments and
partnership with BPI (50/50) 41% of the parking units have been sold

Acquisition Acquisition Nieuw-

2012 Location Brussels Type Mixed 2015 Location Type Residential
date date poort

Estimated Estimated
Surface > 200 Surface > 30
50,000 Stake 50% sales 11,000 Stake 100% sales
(in m2) EURm (in m2) EURm
value value

26
 4
Valuation &
exchange ratio
 Valuation – basis of preparation (1/2)
Framework Advisors Comments

Defining a common  Immobel and Allfin have requested PWC to define a consistent and
methodology common methodology to develop the business plans of both companies

 The management of both Immobel and Allfin have drawn up feasibility

studies and business plans on the basis of this methodology.
Feasiblity studies
 Both companies have challenged each other’s study & business plan.
& consolidated business plans
 The methodology is based on a run-off scenario of existing projects and
pipeline (2016-2029), based on which PWC has drawn up a vendor assist
report on both Immobel and Allfin, including a risk mapping of all
Vendor assistance reports projects of Immobel and Allfin.

All banks have drawn up valuation reports on both Allfin and Immobel:
 BNP Paribas was appointed by the Board of Directors of Immobel
Valuation reports  KBC Securities was appointed by the Committee of Independent
Directors of Immobel
 ING was appointed by the Board of Directors of Allfin

 The exchange ratio has been negotiated between the Shareholders of

Agreed valuation Allfin and the Independent Directors of Immobel based on the valuations
& exchange ratio carried out by three banks acting for the two companies and the
Independent Directors of Immobel.

Note: Allfin and Immobel were respectively assisted by Allen & Overy and Linklaters as their legal advisors
28
 Valuation – summary overview & exchange ratio
Based on the DCF as the
primary valuation method,
the standalone valuations
of Immobel and Allfin 296
300.0
result in retained equity € 286.5m
valuation ranges of €190m 279
- 213m and €279m - 250.0
€296m, and agreed equity 213 217
209 206
valuations of €201m and
€287m, respectively. 200.0 184 € 201.0m
190

150.0 158
119

100.0
DCF NAV Broker target Previous Share price DCF NAV
price transactions 12M

Retained Equity Value range €190m - €213m €279m - €296m

Retained Equity Value €201.0m €286.5m
Relative valuation 41.23%[1] 58.77%[1]
Immobel shares 4.1m 5.9m

(1) As % of total shares issued. As long as the treasury shares will not be placed on the financial market, A3 Capital (Marnix Galle) will own 67% of the shares outstanding of the new entity

29
 Valuation – summary overview & exchange ratio

Immobel shareholding Immobel shareholding

Merger exchange ratio
before merger after merger[1]
Enterprise Value (€m)
500
448.6
5.06% 450
400
29.85% 350 331.0 28.92%
247.6 58.77%
300 44.5
65.09% 250 12.31%
200
150 286.5 58.77%
Allfin 100 201.0 41.23% A3 Capital (Marnix Galle)
Free Float 50 Treasury Shares
0
Capfi Delen Free Float
Immobel Allfin

Equity Value Exchange

Adjusted Net Financial Debt ratio

(1) As % of total shares issued. As long as the treasury shares will not be placed on the financial market, A3 Capital (Marnix Galle) will own 67% of the shares outstanding of the new entity.

30
 5

Corporate
governance
 Board of directors
Member Function Previous

Chairman of • Founder and CEO of Allfin Group (2001-present)

Marnix Galle • Chairman of Urban Land Institute Belgium
the Board

Alexander Managing • Previously Chief Commercial Officer at Home Invest (2013-2015)

Hodac Director • Started his career at Deloitte Corporate Finance Real Estate (2005-2013)

• Group HR Director at Ontex and Independent Director at Colruyt Group

Astrid De (Independent)
• Previous positions include Executive Vice President HR at Belgacom, General
Lathauwer Director Manager at Acerta and various positions at AT&T and Monsanto

• CFO of Allfin Group and Member of the Institute of Chartered Accountants (IEC/IAB)
Hilde De Valck Director • Previous professional experience include CFO at Group Staels and consultant at VGD
Auditors

• CEO at Home Invest and Managing Director at Home Invest Development

Sophie
Director • Previous positions include Consultant and Member of the Executive Committee at
Lambrighs Immobel, Investment Manager at AXA Belgium, member of the Board at Retail Estates

• Joined Deminor in 1991 and had numerous assignments for the Board of Directors of
Pierre (Independent)
various companies, including Modulart, DBAssociates, Cercle de Lorrainem Domaine
Nothomb Director du Pont d’Oye, Epsylon and several Deminor group companies

• Director of A3 Management and several non-listed holding companies

Piet Vercruysse Director • Co-founder of Vercruysse & Kadaner
• Previous positions include Director of Allfin and Allfin Group

• Chief Investment Officer and member of the management board at GTC

Jacek (Independent)
• Held previous positions at Warimpex, TriGranit Development, Heitman, Cargill and
Wachowicz Director Raiffeisen Bank

32
Appendices
 Financing - overview

FY’15, €m Projected
consolidated figures

Bonds 99.2 35.7 140.9[1]

Credit facilities 166.2 124.5 290.7

Long-term 95.6 98.0 193.6

Short-term 70.6 26.5 97.1

TOTAL FINANCIAL DEBT 265.4 160.2 431.6

Cash & cash equivalents 24.5 87.5 112.0

NET FINANCIAL DEBT 240.9 72.7 319.6

Equity 194.4 147.9 295.0[2]

Net Financial Debt / Equity ratio (%) 124% 49.2% 108.3%

Note: Financial statements before IFRS 11, Allfin after carve-out

(1) Including €6.0m adjustment on the fair value revaluation of the Immobel bonds in the context of the merger
(2) After recognition of treasury shares

34
 Valuation – net financial debt (31/12/2015)
Immobel Allfin

Net financial debt (€m) Net financial debt (€m)

Cash & cash equivalents 24.5 Net financial debt (LT + ST) (77.3)
Financial debt (LT + ST) (265.4) Reported 50% debt Solvay (Solvay & Argent Office) (5.0)
Reported net financial debt (240.9) Reported net financial debt (82.3)

(1) Advances due to partners (1.2) (1+2) Immobel shares at fair value 45.4
(2) Net debt in Associates (external debt) (2.7) (3) Dividends on Immobel FY 15 shares -
(3) General provisions (excl. VAT RAC I) (2.5) (4) Withholding tax Immobel dividend FY14 0.2
(4) VAT risk - RAC (Belair) - (5) Fair value financial instruments (1.1)
(5) Provision for vacancy tax - (6) Current accounts with shareholders (4.8)
(6) Dividends paid - (7) Accrued interest charges (1.3)
(7) Acquisition price Astene - (8) Accrued interest income 0.6
(8) Activated debt-issuance costs (0.8) (9) Activated debt issuance costs (0.5)
(10) Carve-out non core assets -
(9) Current accounts (1.2)
(11) Dividend Allfin re-carve out -
(10) Guarantee Okraglak (payable) (0.4)
(12) Dividend Allfin FY15 -
(11) Accrued interests (0.2)
(13) Earn-out project Bull's Eye (2.3)
(12) Dividends (0.2)
(14) Minority interests -
(13) Derivative financial instrument (0.1)
(15) Earn-out project Crescendo 0.7
(14) Guarantee Oostduinkerke (receivable) 1.1
(16) Liquidation bonus project forward 0.1
(15) Grants and allow ances 1.1
(17) Tax losses carried forward 1.0
(16) Cash in escrow -
(18) Potential tax and legal exposures -
(17) Advances to receive from partners 0.7
Sub-total Cash- Debt- like items 37.8
(18) Management bonuses (0.3)
(19) Tax loss carried forward - Adjusted net financial debt (44.5)
(20) Potential tax and legal exposures -
Sub-total Cash- Debt- like items (6.7)

Adjusted net financial debt (247.6)

35
 Balance sheet
EURm (before IFRS 11 adjustments) FY14 FY15 Comments
Intangible assets 0.2 0.2
• Tangible fixed assets mainly consist of a
Tangible fixed assets 3.8 3.8
freehold of Trefond Jennifer
Financial fixed assets 0.8 0.4 • Financial fixed assets relate to 2
Fixed assets 4.8 4.4 investments under equity method (Graspa
Property Development Inventories 423.5 456.8
Development and DHR Clos du Chateau)
Trade receivables & other assets 36.8 25.6
Cash & cash equivalents 32.0 24.5
• Inventory in FY15 comprises €241.2m for
Current assets office development, €124.9m for residential
Total assets 497.1 511.3 development and €90.7m for landbanking
Share capital 60.3 60.3 portfolio.
Retained earnings 136.2 133.6 • Accounts receivable and payables relate to
Reserves 0.2 0.5 sale of residential units, rents and ongoing
Third party interest - - projects development
Total equity and minority interests 196.7 194.4 • Other assets include VAT, advances granted
Provisions & deferred taxes 4.2 4.0 to associates and escrow account
Financial debt 263.2 265.4
• Other liabilities mainly include customer
LT financial debt 164.5 155.0
prepayments, current account with
ST financial debt 99.4 110.4
Trade payables & other debts 32.3 47.4
Universale, corporate income taxes,
Total liabilities 300.4 316.9 remuneration and social security taxes
Total shareholders’equity and liabilities 497.1 511.3 • Financial debt is related to 2 bonds
(€100m), corporate credit lines (€65.0m),
other financial debt for project financing
(€98.6m) and other financial debt (€2.6m).
• Provisions cover for potential project-related
penalties and claims

36
 Income statement
EURm FY14 FY15 Comments
Operating income 183.1 103.6 • The main sales contributors in FY15 are the land of the
Turnover 173.0 96.6 Gateway office, the residential development of Bella
Other operating income 10.0 7.0 Vita and landbanking activities.
Operating expenses -151.8 -93.2 • FY15 gross margin driven primarily by sale of the land
Costs of property development inventories -130.0 -72.1 of Gateway office, residential units of Lindepark and
Services and other operating expenses -13.3 -11.6 Belair III and sales in the landbanking business unit.
Personnel expenses -6.5 -6.8 • Other operating income mainly includes rental income
EBITDA 33.5 13.4 from properties available for sale or awaiting
Depreciation, amortisation and others write-offs -2.3 -2.9 development
EBIT 31.2 10.5 • Services and other operating expenses in FY15
Financial income 0.5 0.3
primarily comprise third-party fees, sales commissions,
maintenance and utility costs, and local and property tax
Financial expenses -10.1 -9.2
• Increase in personnel expenses resulted from one-off
EBT 21.4 1.3
severance payments as a result of changes in the
Taxes -1.4 -0.6
executive management in FY15.
Net profit after tax 20.0 0.7
• Depreciation and amortisation increased in FY14 and
Dividend -9.9 0.0 FY15 as a result of write-offs/impairments accounted on
some projects (e.g. West Side). Depreciation remains
stable at €0.3m.
• Interest expenses mainly include interests paid on bank
financing (€5.1m) and on bonds (€6.6m, offset by
capitalised interest (€3.4m).

37
 Balance sheet
EURm (before IFRS 11 adjustments) FY14 FY15 Comments
Intangible assets 0.0 0.0
Tangible fixed assets 3.2 3.0
• Financial fixed assets include the (pre-merger)
Financial fixed assets 59.0 59.0
participation in Immobel and the project in Miami
Other LT assets 31.5 32.8 • Other LT assets represent LT receivables which could be
Deferred tax assets 4.5 1.5 considered cash-like, including a bond portfolio as well as
Fixed assets 98.2 96.3 current accounts and loans provided
Inventory 185.6 199.6 • Inventory reflects the real estate assets held for sale or
Trade receivables & other assets 19.2 16.2 under construction. Largest assets include Lebeau Sablon,
Cash & cash equivalents 72.7 96.1 Chambon and O’Sea
Current assets 277.5 311.9 • Accounts receivable and payables are mainly project
Total assets 375.7 408.2 related, with the former depending on the instalment
Share capital 37.0 37.0 agreed at purchase and the latter depending on the
Retained earnings 102.5 103.4
progress of the project
Third party interest 7.8 9.1
• Other assets include VAT, rent incentives to certain
tenants, a deferred financing fee for the Lebeau project
Total equity and minority interests 147.3 149.5
and a preypayment for the Polvermillen projects
Provisions & deferred taxes 5.7 6.7
• Other liabilities mainly include customer prepayments, a
Financial debt 196.1 189.3
current account and VAT liabilities
LT financial debt 194.7 162.7
• Long term debt is related to financing on SPV level
ST financial debt 1.4 26.6
(€62.1m), the loan to purchase the Immobel shares
Trade payables & other debts 26.6 62.7
(€54.8m) and the bond loan (€35.3m)
Total liabilities 228.4 258.7
Total shareholders’equity and liabilities 375.7 408.2

38
 Balance sheet – carve-out
FY15 Comments
EURm (before IFRS 11 adjustments) FY15
Post carve-out

Intangible assets 0.0 0.0

• Prior to the merger, Allfin will carve-out a number
Tangible fixed assets 3.0 0.3 of non-core assets and the subsidiaries holding the
Financial fixed assets 59.0 54.4 Belview project
Other LT assets 32.8 32.8 • Purchase price for the carve-out amounts to EUR
1.5 1.5
42.2m
Deferred tax assets
• The carve-out mainly includes following assets:
Fixed assets 96.3 89.0
• 100% participation in Vemaco (EUR
Inventory 199.6 182.9
16.0m), which holds 2 leased retail units, a
Trade receivables & other assets 16.2 14.6
loft and 900 shares of Allfin
Cash & cash equivalents 96.1 87.5
• A +/- 2% participation in a large
Current assets 311.9 285.0
development project in Miami (EUR 4.6m)
Total assets 408.2 374.0
• The remaining unsold apartments and retail
Share capital 37.0 37.0
units of the Belview project (EUR 2.3m)
Retained earnings 103.4 103.4
• 100% participation in Bowery Investment,
Third party interest 9.1 7.5
which owns a plot of land in Spain (EUR
Total equity and minority interests 149.5 147.9
19.2m)
Provisions & deferred taxes 6.7 6.2
• Some minor other items
Financial debt 189.3 160.2 • Following the carve-out and prior to the merger, a
LT financial debt 162.7 133.7 total amount of EUR 13.3m will be distributed to
ST financial debt 26.6 26.5 the shareholder of Allfin
Trade payables & other debts 62.7 59.6 • The remaining EUR 28.9m will be used to repay
Total liabilities 258.7 226.1 debt
Total shareholders’equity and liabilities 408.2 374.0

Note: Post carve-out before IFRS 11 and before preliminary PPA adjustments and before transaction costs

39
 Income statement
FY15 Comments
EURm (before IFRS 11 adjustments) FY14 FY15
Post carve-out
Operating income 178.4 117.0 117.1
• The most significant gross margin contributors
Turnover 174.4 111.2 111.2
in FY15 are Vesalius, Flint, Lake Front and
Other operating income 4.0 5.8 5.9
Chambon
Operating expenses -141.5 -77.8 -77.8 • FY gross margin decreases compared to FY14 due
Costs of property development inventories 134.0 69.2 69.2 to the impact of the sale of the Belview project and
Services and other operating expenses 5.5 7.2 7.2 parts of the Chambon and BEP projects in FY14
Personnel expenses 1.1 1.4 1.4 • Other operating income mainly includes rental
EBITDA 36.9 39.2 39.3 income from Lebeau Sablon
Depreciation, amortisation and others write-offs -8.2 -0.5 -0.5
• Services and other operating expenses mainly
include consultancy costs for experts, lawyers etc.
EBIT 28.7 38.7 38.8
The decrease of these costs in FY 15 is mainly due
Financial income 5.1 4.3 17.6
to an exceptional sales commission related to the
Financial expenses -9.6 -10.7 -10.7 sale of Belview in FY14
EBT 24.2 32.3 45.7 • Personnel expenses increased in FY15 as the FTE
Taxes -4.0 -6.8 -6.9 base in Belgium gradually increased
Net profit after tax 20.2 25.5 38.8 • FY14 financials include a write-off of the Laios
Result of companies consolidated by the equity participation and depreciation of Vemaco goodwill
0 0.2 0.2 • Interest expenses gradually increased due to an
method
Dividend 0 0.0 -13.3 increased average debt at the holding level as a
Consolidated profit 20.2 25.7 25.7 result of the acquisition of the Lebeau project as
well as the Immobel shares at the end of Q3 2014
Attributable to the result of third parties 1.1 1.3 1.3
Result of the Group 19.1 24.4 24.4

Note: Post carve-out before IFRS 11 and before preliminary PPA adjustments and before transaction costs

40